Subcontractor agreement template

Part of a client job handed to another business: passed-down requirements, deadlines, insurance and payment. A sample contract you can read in full, edit in QuoteBill and sign online with a secure link.

Sample — review with a lawyer · Simple electronic signature with an audit trail

Who it is for

For a business that hands part of a client contract to another independent business, with the client’s requirements, deadlines, insurance, payment and liability settled between them.

Whether a subcontractor really is an independent business depends on how the work is done and on the law where it is done; some places also restrict terms that make payment wait for the client.

What it covers

14 clauses, in this order. Each one is in the sample text below, and you can edit, remove or add clauses before you send.

  • 1. Purpose

    Blanks for the client and the main project. The Contractor hands the part of that work described below to the Subcontractor, an independent business.

  • 2. Subcontracted work

    A blank where you describe the work. It is done to the standards of this agreement and of the client requirements passed down, and the Subcontractor organises it within those.

  • 3. Flowdown of client requirements

    A blank for the client requirements that apply, such as specifications or site rules, which the Subcontractor takes on as its own duties. Requirements it never received do not bind it.

  • 4. Quality and deadlines

    A delivery schedule, prompt warning of delays, and defects reported within a set number of days are corrected at the Subcontractor’s cost. Client complaints passed on without delay count as in time.

  • 5. Independent status

    The Subcontractor is its own business, not an employee, and has no contract with the client. It deals with the client only through the Contractor and cannot commit either of them.

  • 6. Staff and further subcontracting

    Qualified staff, optionally named key persons who are replaced only for good reason, and no further subcontracting without the Contractor’s consent.

  • 7. Insurance

    A blank for the kind and minimum amount of insurance the Subcontractor keeps for the duration of the work, with proof on request and notice if it ends.

  • 8. Confidentiality

    The Contractor’s and the client’s non-public information stays private and is used only for this work, during the agreement and for a set number of years afterwards.

  • 9. Intellectual property

    When a delivery is paid in full, the rights in the work pass to the Contractor so it can pass them to the client, or a transferable exclusive licence is granted. Pre-existing materials stay with the Subcontractor.

  • 10. Fees and payment

    The fees come from the price schedule, invoiced per delivery or monthly. Payment does not wait for the client to pay the Contractor unless you change that sentence.

  • 11. Liability

    The Subcontractor answers for its defects. Each side’s liability is limited to the fees, except for intent, gross negligence, personal injury and where the law allows no limit; client claims it caused are covered within that limit.

  • 12. Term and termination

    The agreement ends when the work is accepted and paid. Either side can end it after a serious breach; if the main contract ends, the Contractor can end this one with short notice and pays for work done.

  • 13. Client non-circumvention

    An optional clause: for a set number of months the Subcontractor does not offer or take the same kind of work from the client directly without consent. Delete it if you do not want it.

  • 14. Governing law and disputes

    The law you name applies. The sides first try to settle a dispute in good faith, and otherwise the courts you name decide.

A price schedule (items, quantities and prices) is part of this contract. It starts empty, in your currency, and the clauses on fees and payment point to it.

The sample text

The whole sample, as QuoteBill starts it. Text in double square brackets, like [[10]], is a blank to fill in or check, and QuoteBill does not let you send a contract while one is left. The clause text is written in English, Korean, Japanese and German; in other languages a contract starts in English for you to translate.

Read the sample text

Subcontractor Agreement

Parties: Contractor · Subcontractor

1. Purpose

The Contractor has been engaged by its client, [[Name of the client, or “the Client”]] (the “Client”), for [[Describe the main project or contract]] (the “Main Contract”). The Contractor subcontracts the part of that work described below to the Subcontractor, who performs it as an independent business on the terms of this agreement.

2. Subcontracted work

The Subcontractor will perform the following work:

[[Describe the work, e.g. design, development or consulting]]

The Subcontractor performs it to the standards stated in this agreement and in the Client requirements passed down under the next clause, and decides how to organise the work within those requirements and the agreed deadlines.

3. Flowdown of client requirements

The following requirements of the Main Contract apply to the subcontracted work, and the Subcontractor accepts them as its own obligations toward the Contractor:

[[Attach or list the Client requirements that apply, e.g. specifications, security and site rules, reporting, confidentiality terms]]

The Contractor gives the Subcontractor these requirements before the work starts and tells it without delay about changes the Client makes to them. Requirements the Subcontractor has not received do not bind it.

4. Quality and deadlines

The Subcontractor delivers according to this schedule: [[Dates or milestones]], and tells the Contractor at once if a date is at risk. The Contractor reviews each delivery within [[7]] days and reports defects in writing or in electronic form; the Subcontractor corrects them at its own cost within [[7]] days or another agreed period. Defects the Client reports to the Contractor within the acceptance period of the Main Contract count as reported in time if the Contractor passes them on without delay.

5. Independent status

The Subcontractor is an independent business and not an employee of the Contractor. It is responsible for its own staff, taxes, social contributions, insurance and equipment, and may work for others. There is no contract between the Subcontractor and the Client: the Subcontractor deals with the Client only through the Contractor or as the Contractor agrees, and may not make commitments on behalf of the Contractor or the Client.

6. Staff and further subcontracting

The Subcontractor uses qualified staff and, where named, these key persons: [[Names and roles of key staff, or “none named”]]. It replaces a key person only for good reason and with a person of equal qualification. The Subcontractor may not pass the work, or part of it, to a further subcontractor without the Contractor’s consent in writing or in electronic form, and remains responsible for everyone it uses.

7. Insurance

The Subcontractor holds the following insurance for the duration of the work and shows proof of it on request: [[Type and minimum amount of cover, e.g. professional or public liability]]. The Subcontractor tells the Contractor without delay if the cover ends or is reduced.

8. Confidentiality

The Subcontractor keeps the Contractor’s and the Client’s non-public information confidential, uses it only for the subcontracted work and shares it only with staff who need it and are bound by similar duties, during this agreement and for [[3]] years after it ends. Confidentiality terms of the Main Contract passed down under this agreement apply as stated there. The Subcontractor names the project as a reference only with the Contractor’s consent.

9. Intellectual property

When the Contractor has paid the fees of a delivery in full, the Subcontractor transfers to the Contractor the rights in the work made under this agreement, so that the Contractor can pass them on to the Client, or, where the applicable law does not allow a transfer, grants the Contractor an exclusive, perpetual and transferable licence to use it. The Subcontractor keeps its pre-existing materials and know-how and grants a non-exclusive, perpetual licence to use them as part of the work.

10. Fees and payment

The Contractor pays the fees shown in the price schedule of this contract. The Subcontractor invoices [[on acceptance of each delivery, or monthly]], and the Contractor pays on the payment terms stated in this contract. Payment is not conditional on the Client paying the Contractor. [[Optional: keep the previous sentence, or delete it and state the different rule the parties agree on]]

Expenses are reimbursed only if approved in advance and supported by receipts.

11. Liability

The Subcontractor is liable for defects in its work and for the damage they cause. Except for intent, gross negligence, personal injury or where the law does not allow a limitation, each party’s total liability under this agreement is limited to the fees paid or payable under it. Where the Client makes a claim against the Contractor that is caused by the Subcontractor’s breach, the Subcontractor compensates the Contractor within that limit.

12. Term and termination

This agreement starts on the effective date and ends when the subcontracted work has been accepted and paid for. Either party may terminate it if the other party seriously breaches it and does not remedy the breach within [[14]] days of being asked to. If the Main Contract ends or the Client cancels the subcontracted part, the Contractor may terminate this agreement with [[7]] days’ notice; it then pays for the work done and the materials ordered until termination, and the Subcontractor hands over the work in progress.

13. Client non-circumvention

[[Optional: keep or delete this clause]] During this agreement and for [[12]] months after it ends, the Subcontractor does not offer the Client directly, or accept from the Client, the same kind of work as covered by this agreement without the Contractor’s consent in writing or in electronic form. Work the Client already obtained from the Subcontractor before this agreement is not affected.

14. Governing law and disputes

This agreement is governed by the law stated under Governing law. The parties will first try to settle any dispute in good faith. Otherwise the courts stated under Jurisdiction decide, unless mandatory law provides otherwise.

Payment terms

Payment within [[30]] days of receiving an invoice, by bank transfer to the account stated on the invoice.

Governing law

[[Country or state whose law applies]]

Jurisdiction

[[Courts that decide disputes, e.g. the courts of your city]]

How to use it

  1. Choose the template

    Press the button to use this template. If you are not signed in, you first sign in or sign up for free and then come straight back to it.

  2. Start a draft

    The new-contract page opens with this template marked. Press its card to create a draft. Your company details fill in Party A, and you fill in the blanks, the other party and, where the template has one, the price schedule.

  3. Send it for signature

    You sign first, then send each signer a secure link and, by another route, an access code. Signers need no account.

Next steps

  • Your client opens the link on any device and needs no account. See what the signing looks like on the E-Contracts page, and read which kind of electronic signature is enough for which document.

  • Already signed? Make the invoice from the signed contract: the parties and the price lines carry over, in full or for a deposit. The guide on turning a quotation into an invoice shows how to review the new draft, its dates and the PDF.

What it is, and what it is not

QuoteBill creates a simple electronic signature with an audit trail. In the EU, the UK, the US and Korea a signature is not denied legal effect only because it is electronic, and in Japan most contracts need no particular form at all. What a simple electronic signature proves in a dispute depends on the evidence behind it, and some documents need another form.

It is not a qualified or advanced electronic signature, and QuoteBill does not verify who the signers are. It records the use of the link and access code you delivered, so anyone who has both can sign. The signature certificate lists every link issued and, for each action by the sender or a signer, its IP address and browser where they could be read.

Some documents need another form. Wills, many real-estate transfers, guarantees and some employment documents must, in some countries, be handwritten, notarised or signed with a qualified signature. The templates are samples, not legal advice: review them with a lawyer.

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