SUBCONTRACTOR AGREEMENT TEMPLATE ================================= SoloStack | solostack.madethis.app Free download — no signup required IMPORTANT LEGAL DISCLAIMER --------------------------- This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction. For agreements involving significant sums or complex arrangements, consult a qualified attorney before signing. ================================= SUBCONTRACTOR SERVICES AGREEMENT ================================= This Subcontractor Services Agreement ("Agreement") is entered into as of [DATE] between: PRIMARY CONTRACTOR: [Your Full Name / Business Name] ("Contractor"), located at [Your Address], and SUBCONTRACTOR: [Subcontractor Full Name / Business Name] ("Subcontractor"), located at [Subcontractor Address]. COLLECTIVELY referred to as "the Parties." -------------------------------------------------- 1. PROJECT SCOPE AND SERVICES -------------------------------------------------- WHAT THE CLAUSE DOES: Defines exactly what the Subcontractor is being hired to do, so both parties have a shared written record. Ambiguity here is the #1 source of subcontracting disputes. Subcontractor agrees to perform the following services ("Services"): [DESCRIBE SERVICES IN SPECIFIC DETAIL — e.g., "Write 4 blog posts per month, each 1,000–1,500 words, on topics provided by Contractor no later than the 5th of each month. Posts to be delivered in Google Docs format."] Project Name: [PROJECT NAME] Project Description: [BRIEF DESCRIPTION OF OVERALL PROJECT] End Client: [FIRST NAME + INDUSTRY ONLY, OR "CONFIDENTIAL"] (see Section 6) -------------------------------------------------- 2. DELIVERABLES, MILESTONES, AND DEADLINES -------------------------------------------------- WHAT THE CLAUSE DOES: Creates a clear timeline and output list. Without this, "I thought you meant by Friday the 14th" becomes a recurring problem. Subcontractor shall deliver the following: Deliverable 1: [DESCRIPTION] — Due: [DATE] Deliverable 2: [DESCRIPTION] — Due: [DATE] Deliverable 3: [DESCRIPTION] — Due: [DATE] [Add rows as needed] Final Delivery Deadline: [DATE] Deliverables shall be submitted via [METHOD — e.g., Google Drive, email, project management tool] to [DELIVERY CONTACT/LOCATION]. LATE DELIVERY: Subcontractor shall notify Contractor in writing at least [48 HOURS / 3 BUSINESS DAYS] before any deadline they are unable to meet, along with a revised delivery date. Failure to notify and deliver on time gives Contractor the right to withhold payment for the affected deliverable or to terminate this Agreement under Section 9. -------------------------------------------------- 3. PAYMENT TERMS -------------------------------------------------- WHAT THE CLAUSE DOES: Specifies rate, when invoices are due, how payment is made, and what happens if payment is late. Get this in writing before starting. Rate: [FIXED PRICE: $_____ total] OR [HOURLY: $_____ per hour, estimated _____ hours, not to exceed $_____ without prior written approval] Invoicing Schedule: Subcontractor shall submit invoices to Contractor via [EMAIL ADDRESS] as follows: □ Upon completion of each deliverable □ On the [1st / 15th] of each month for work completed in the prior period □ [OTHER SCHEDULE] Payment Method: [Check / ACH / PayPal / Venmo / Wire Transfer] Payment Timing: Contractor shall pay undisputed invoices within [14 / 30] calendar days of receipt. Late Payment: Invoices not paid within [30] days of due date shall accrue interest at [1.5%] per month on the unpaid balance. (Plain English: if you pay a week late, no interest. If you're 45 days late, the subcontractor can charge interest — this incentivizes timely payment.) Disputed Amounts: If Contractor disputes any portion of an invoice, Contractor shall notify Subcontractor in writing within [7] business days of receipt, specifying the disputed amount and reason. Undisputed portions shall be paid on the normal schedule. -------------------------------------------------- 4. INTELLECTUAL PROPERTY ASSIGNMENT -------------------------------------------------- WHAT THE CLAUSE DOES: This is the most critical clause for protecting your client relationship. Without it, the Subcontractor may retain copyright in their work product. This clause transfers all rights to you, so you can deliver work to your client cleanly. Upon receipt of full payment, Subcontractor hereby irrevocably assigns to Contractor all right, title, and interest in and to any and all work product, deliverables, inventions, designs, code, content, and other materials created by Subcontractor in connection with this Agreement ("Work Product"), including all intellectual property rights therein (copyright, trademark, patent, trade secret, and any other proprietary rights). Subcontractor agrees to execute any additional documents reasonably requested by Contractor to confirm or perfect such assignment. MORAL RIGHTS: To the extent permitted by applicable law, Subcontractor waives any moral rights in the Work Product. PRIOR WORK: This Agreement does not transfer rights in any pre-existing materials created by Subcontractor before this engagement ("Background IP"). If Subcontractor incorporates Background IP into the Work Product, Subcontractor grants Contractor a perpetual, royalty-free, non-exclusive license to use, reproduce, and distribute that Background IP as part of the Work Product. Plain English: Everything you create for this project belongs to the Contractor (and by extension their client) once you're paid. You can't reuse client-specific work product. If you incorporate something you already owned (like a reusable code library or illustration style), you keep owning that — but the Contractor gets a permanent right to use it as part of the deliverable. -------------------------------------------------- 5. CONFIDENTIALITY (NDA CLAUSE) -------------------------------------------------- WHAT THE CLAUSE DOES: Protects sensitive information about the Contractor's business, clients, processes, and pricing. Especially important when the Subcontractor learns who the end client is. "Confidential Information" means any information disclosed by Contractor to Subcontractor that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including but not limited to: client names and contact information, client project details, pricing, business strategy, trade secrets, proprietary methods, and unpublished work product. Subcontractor agrees to: (a) Hold all Confidential Information in strict confidence; (b) Use Confidential Information solely to perform the Services under this Agreement; (c) Not disclose Confidential Information to any third party without prior written consent from Contractor; (d) Notify Contractor promptly of any unauthorized use or disclosure of Confidential Information. This obligation survives termination of this Agreement for a period of [3] years. Exceptions: Confidentiality obligations do not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully known to Subcontractor before disclosure; (iii) is required to be disclosed by law or court order (Subcontractor shall provide prompt written notice to Contractor before any such disclosure). -------------------------------------------------- 6. NON-SOLICITATION CLAUSE -------------------------------------------------- WHAT THE CLAUSE DOES: Prevents the Subcontractor from going around you to work directly with your client. This is the clause that protects your client relationship. 12 months is standard; 18–24 months is appropriate for high-value clients. During the term of this Agreement and for [12] months following its termination or expiration, Subcontractor agrees not to: (a) Directly solicit or accept work from any end client of Contractor that Subcontractor became aware of through this Agreement, without Contractor's prior written consent; (b) Knowingly interfere with the business relationship between Contractor and any such client; (c) Use any Confidential Information to solicit Contractor's clients or prospective clients. Plain English: If you learn about a client through working with me, you can't approach them directly for [12] months after our working relationship ends. If they approach you, you must let me know. The goal is to protect the business relationship I built — not to stop you from growing your own business in general. -------------------------------------------------- 7. REVISION AND APPROVAL PROCESS -------------------------------------------------- WHAT THE CLAUSE DOES: Sets expectations for revisions so "unlimited revisions" doesn't become a scope nightmare. Defines what constitutes "acceptance." Contractor shall review each deliverable within [5 / 7] business days of receipt. If no feedback is provided within that period, the deliverable is deemed accepted. Revisions: This Agreement includes [2] rounds of revisions per deliverable. A "revision" means changes within the original scope. Changes outside the original scope (new direction, significant additions, format changes) constitute new work and will be quoted separately. Revision requests shall be submitted in writing [via email / project management tool] and shall be reasonably specific ("please change the tone to be more formal in paragraphs 2–3" not "please redo this"). -------------------------------------------------- 8. TERMINATION -------------------------------------------------- WHAT THE CLAUSE DOES: Defines how either party can end the relationship, with or without cause, and what happens to payment and deliverables upon termination. Termination Without Cause: Either party may terminate this Agreement with [14 / 30] calendar days written notice to the other party. Termination With Cause: Either party may terminate this Agreement immediately upon written notice if the other party: (a) Materially breaches this Agreement and fails to cure such breach within [7] days of written notice; (b) Becomes insolvent or files for bankruptcy; (c) Engages in conduct that is harmful to the other party's reputation or business. Payment Upon Termination: - If terminated by Contractor without cause: Contractor shall pay for all work completed and accepted up to the termination date. - If terminated by Subcontractor without cause before project completion: Contractor shall pay for accepted deliverables, but may withhold payment for incomplete milestones. - If terminated for Subcontractor's cause: Contractor shall pay only for fully accepted deliverables and may deduct reasonable costs to complete unfinished work. Upon termination, Subcontractor shall promptly deliver all Work Product, files, and materials to Contractor. -------------------------------------------------- 9. INDEPENDENT CONTRACTOR STATUS -------------------------------------------------- WHAT THE CLAUSE DOES: Establishes the Subcontractor as a self-employed independent contractor — NOT an employee. This matters enormously for taxes, benefits, and liability. The IRS and state labor agencies look at the substance of the relationship, not just the label — so structure the relationship consistently (Subcontractor controls how/when they work, uses their own tools, works for multiple clients). Subcontractor is an independent contractor, not an employee, partner, or agent of Contractor. This Agreement does not create an employment relationship. Accordingly: (a) Subcontractor is responsible for all self-employment taxes and shall not be entitled to employee benefits of any kind; (b) Subcontractor shall use their own tools, equipment, and methods to perform the Services, unless otherwise agreed in writing; (c) Subcontractor may work for other clients during the term of this Agreement, provided doing so does not conflict with their obligations hereunder; (d) Contractor shall not control the manner, means, or schedule by which Subcontractor performs the Services, only the results. US TAX NOTE: If Contractor pays Subcontractor $600 or more in a calendar year, Contractor is required to issue a Form 1099-NEC. Subcontractor shall provide a completed Form W-9 before commencement of Services. -------------------------------------------------- 10. LIMITATION OF LIABILITY -------------------------------------------------- WHAT THE CLAUSE DOES: Caps each party's financial exposure. Without this, a missed deadline on a $2,000 project could theoretically expose you to a client's claimed consequential damages. In no event shall either party be liable for indirect, incidental, special, or consequential damages, including lost profits or loss of business, even if advised of the possibility of such damages. Each party's total liability under this Agreement shall not exceed the total fees paid or payable to Subcontractor under this Agreement. -------------------------------------------------- 11. GOVERNING LAW AND DISPUTE RESOLUTION -------------------------------------------------- WHAT THE CLAUSE DOES: Specifies which state's laws apply and how disputes are resolved. Choosing your own state protects you from being dragged into a court in another jurisdiction. This Agreement shall be governed by the laws of the State of [YOUR STATE], without regard to its conflict of law provisions. The parties agree to attempt to resolve any dispute through good-faith negotiation before pursuing formal remedies. If negotiation fails, disputes shall be resolved by [binding arbitration in [CITY, STATE] / litigation in the courts of [COUNTY, STATE]]. -------------------------------------------------- 12. GENERAL PROVISIONS -------------------------------------------------- Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the subject matter herein and supersedes all prior discussions, understandings, and agreements. Amendments: This Agreement may only be modified by a written instrument signed by both Parties. Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect. Waiver: Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of the right to enforce that provision in the future. Counterparts / Electronic Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures (DocuSign, HelloSign, typed signature in email) shall be deemed valid. -------------------------------------------------- SIGNATURE BLOCK -------------------------------------------------- PRIMARY CONTRACTOR Signature: _______________________________ Printed Name: ____________________________ Title: ___________________________________ Date: ____________________________________ Business Name: ___________________________ Email: ___________________________________ SUBCONTRACTOR Signature: _______________________________ Printed Name: ____________________________ Title (if applicable): ___________________ Date: ____________________________________ Business Name (if applicable): ___________ Email: ___________________________________ ================================= END OF AGREEMENT TEMPLATE ================================= QUICK-REFERENCE: THE 5 CLAUSES THAT MATTER MOST ------------------------------------------------- 1. IP ASSIGNMENT (Section 4) — Without this, the sub may own copyright in work you're delivering to your client. Always include. 2. NON-SOLICITATION (Section 6) — Protects your client relationship. 12 months is standard. 3. INDEPENDENT CONTRACTOR (Section 9) — Keeps this a contractor relationship, not employment. Structure the work accordingly. 4. PAYMENT TERMS (Section 3) — Net 14 or Net 30. Never pay without clear milestones. Collect W-9 before first payment. 5. CONFIDENTIALITY (Section 5) — Especially critical when the sub learns who your client is. -- Template provided by SoloStack | solostack.madethis.app Full template library: $19/month — cancel anytime.