# Subcontractor agreement

> This template is a starting point, not legal advice. Laws and required terms vary by country and state. Have a qualified lawyer review it for your jurisdiction and business before you use it.

Replace everything in [brackets]. Delete clauses that don’t apply and have a lawyer review the result.

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## Parties

Agency: [Legal name, address, email]
Subcontractor: [Legal name, address, email]
Effective date: [Date]

## 1. Services

The Subcontractor will provide the services in Schedule 1 for the Agency’s client [Client name] (“the End Client”).

## 2. Flow-down obligations

The Subcontractor will comply with the End Client requirements listed in Schedule 2, including standards, deadlines, security and confidentiality.

## 3. Fees

Fee: [Amount and basis]
Invoicing: [Monthly / on milestone]
Payment terms: [e.g. 30 days]

## 4. Client contact

The Subcontractor will communicate with the End Client only as directed by the Agency and will present work under the Agency’s name [unless agreed otherwise].

## 5. Intellectual property

On payment, the Subcontractor assigns to the Agency all rights in work created under this agreement, so the Agency can transfer them to the End Client.

## 6. Confidentiality

The Subcontractor keeps the Agency’s and the End Client’s information confidential and returns or deletes it at the end of the work.

## 7. Non-solicitation

For [12] months after this agreement ends, the Subcontractor will not offer the same services directly to the End Client without the Agency’s consent.

## 8. Status and insurance

The Subcontractor is an independent business, responsible for their own taxes and maintains [professional indemnity] insurance of [amount].

## 9. Termination

Either party may end this agreement with [14] days’ notice. If the End Client ends the project, the Agency may end this agreement on the same date and pays for work done.

## General

- **Entire agreement:** this agreement (and any statements of work under it) is the whole agreement between the parties on its subject.
- **Changes:** changes to this agreement must be in writing and signed by both parties.
- **Notices:** notices are sent to the email addresses above, or as updated in writing.
- **Governing law:** this agreement is governed by the laws of [jurisdiction], and the courts of [jurisdiction] have jurisdiction.

## Signatures

|  | [Party A] | [Party B] |
| --- | --- | --- |
| Name |  |  |
| Title |  |  |
| Signature |  |  |
| Date |  |  |

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## Before you sign it

- [ ] Both parties’ legal names and addresses are correct.
- [ ] Services, deliverables and exclusions are specific.
- [ ] Fees, deposit and payment terms match the proposal.
- [ ] Ownership, confidentiality and liability clauses suit the project.
- [ ] Termination and notice periods are filled in.
- [ ] A lawyer has reviewed the template for your jurisdiction.

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# Example: key terms for Ridgeway Technical Services and Elmstead Systems

How the main clauses read once filled in for a network upgrade support. Both companies are fictional.

## Parties and dates

Provider: Ridgeway Technical Services
Client: Elmstead Systems
Effective date: 1 March

## Services

- Services as described in the statement of work
- Timesheets for each billing period

## Not included

- Equipment purchases unless agreed
- Work outside the agreed hours without approval

## Fees and payment

Fee: $7,236.00 excluding tax, as itemised in the proposal
Deposit: $2,171.00 (30%) before work starts
Payment terms: Invoices due within 14 days
Notice: 14 days’ written notice by either party

## Timesheet approval

The contractor submits timesheets weekly. The client approves or queries them within five working days; unqueried timesheets are treated as approved.

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This template is a starting point, not legal advice. Laws and required terms vary by country and state. Have a qualified lawyer review it for your jurisdiction and business before you use it.

Template by Angelwood — https://angelwood.io/templates