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AGREEMENTTemplate preview · Example
01
Services
Services as described in the statement of work; timesheets for each billing period.
02
Fees and payment
Deposit before work starts, invoices due within 14 days, expenses at cost with approval.
03
Timesheet approval
The contractor submits timesheets weekly. The client approves or queries them within five working days; unqueried timesheets are treated as approved.
04
Termination
Either party can end the agreement with written notice; work done to date is paid.
What makes a subcontractor agreement different
When you subcontract part of a client project, you stay responsible to your client. A subcontractor agreement passes the relevant obligations down to the subcontractor so you’re not left holding promises you can’t enforce.
Flow-down terms: the subcontractor meets the same standards, deadlines and confidentiality as your client contract requires.
IP: the subcontractor assigns their work to you, so you can pass ownership to the client.
Client contact: whether the subcontractor may deal with your client directly.
Payment timing: some agencies pay when the client pays (“pay when paid”); enforceability varies, so take advice.
Non-solicitation: a reasonable restriction on approaching your client directly.
The template
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
How to fill it in
Fill in both parties’ legal names and addresses, and the effective date.
Describe the services and deliverables, or reference a signed statement of work.
List exclusions and the client’s responsibilities, with dates where they affect yours.
Set the fee, deposit, payment terms, expenses and late payment terms.
Review the contractor-specific clauses, such as timesheet approval, and adapt them to the project.
Have a lawyer review the template for your jurisdiction, then sign it before work starts.
Use it in Word, Google Docs or PDF
Microsoft Word
Download the Word (.docx) file and open it. If Word opens it in Protected View, select Enable Editing.
Use Find (Ctrl+F or Cmd+F) and search for “[” to jump between the placeholders you need to replace.
Save a clean copy as a Word template (File → Save As → Word Template) so every new document starts from it.
Google Docs
Upload the .docx file to Google Drive.
Right-click it and choose Open with → Google Docs, then File → Save as Google Docs to keep an editable copy.
Use File → Make a copy for each new client so your master stays clean.
PDF
Use Print or save as PDF in the template section above to print just the template, or fill it in Word or Google Docs first and export it (File → Save As → PDF in Word, File → Download → PDF document in Google Docs).
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.
Common mistakes
Starting work before it’s signed. Most disputes start on projects where the terms were “agreed on a call”.
A scope described in one line. Reference a detailed scope or statement of work.
No change process. Without one, every extra request becomes a negotiation.
Copying clauses you don’t understand. If you can’t explain a clause to the client, ask a lawyer about it.
Angelwood’s proposal software builds proposals and agreements from your own templates, shows when the client has opened them and collects e-signatures, with a countersignature to execute the agreement.
Only if your agreement allows it. Many agencies require all client contact to go through them and include a non-solicitation clause for a reasonable period.
Is a contract template legally binding?+
A template becomes binding once the parties agree and sign it, if it meets the legal requirements where you are. Whether it protects you depends on what it says, so have a lawyer review it for your jurisdiction.
Can contracts be signed electronically?+
In most countries, yes: electronic signatures are generally valid for business contracts like this one, with some exceptions for specific document types. Check the rules that apply to you.
Can I edit this template in Word or Google Docs?+
Yes. Download the Word (.docx) file and open it in Microsoft Word, or upload it to Google Drive and choose Open with → Google Docs. There’s also a Markdown version for any text editor. No account or email address is needed.
How do I save it as a PDF?+
Fill it in, then export it: File → Save As → PDF in Word, or File → Download → PDF document in Google Docs. On this page you can also print just the template or save it as a PDF from your browser’s print dialog.