Contract templates · Freelancers & Contractors
When an agency or contractor brings in a specialist, it stays responsible to its own client. The subcontractor agreement makes sure the specialist is bound by the same promises.
A subcontractor agreement is a contract between a main contractor or agency and a subcontractor who performs part of the client work. It flows down the client's requirements, sets fees and payment timing, protects confidentiality, assigns IP and stops the subcontractor approaching the client directly.
When you need one
- Agencies outsourcing part of a project
- Contractors bringing in specialists
Key clauses in a Subcontractor Agreement
These are the clauses the template includes, and what each one does for you.
Subcontracted services
Describes exactly which part of the client project the subcontractor delivers.
Flow-down of client terms
Passes the relevant client contract obligations, such as quality, deadlines and data rules, down to the subcontractor.
Fees and payment on client payment
Sets fees and may tie payment to when the end client pays.
Confidentiality
Protects the agency's and the client's confidential information.
IP assignment
Assigns the subcontractor's work to the agency so it can pass ownership to the client.
Non-solicitation of the client
Stops the subcontractor dealing with the end client directly for a period.
Common mistakes to avoid
- Promising the client full IP ownership without getting an assignment from the subcontractor.
- Pay-when-paid clauses that are unenforceable in some places, such as UK construction contracts.
- No non-solicit, so the client hires the specialist directly.
How to use the template
Download the Word file
Buy the Subcontractor Agreement template on My Contract Lawyer and download the editable .docx straight after checkout.
Fill in the brackets
Add names, dates, fees, scope and governing law, and delete optional clauses that do not apply to your deal.
Check it against local law
Rules differ between US states, the UK and EU countries, especially for employment, consumer and property contracts. Have a lawyer review high-value or unusual deals.
Sign and keep a copy
Sign on paper or with any e-signature tool, and store the final version where both sides can find it.
Get the Subcontractor Agreement template
Lawyer-drafted and ready to edit in Word, Google Docs or Pages. One-time payment of $19, no subscription, instant download from My Contract Lawyer.
Frequently asked questions
Is the main contractor liable for the subcontractor's work?
Yes, to its own client. That is why flow-down terms and an indemnity from the subcontractor matter.
Does the client need to approve subcontracting?
Often the client contract requires consent; check before engaging anyone.
Can payment be tied to client payment?
Commonly yes, though some sectors and jurisdictions restrict pay-when-paid terms.
Related contract templates
Templates are a starting point, not legal advice, and using one does not create a lawyer-client relationship. Contract law differs between countries and states, so check the finished document against local law.