how to write a subcontractor agreement

Independent Contractor Services Agreement

Instructions for Use

• Fill in all bracketed fields with the specific information relevant to your engagement.
• Ensure the Scope of Services (Section 1) is described with as much detail as possible to prevent "scope creep" and payment disputes.
• Once completed, both parties must sign and date the document before any work commences; keep a fully executed copy for your records.

Parties and Definitions

This Agreement is entered into on [Date] by and between: Company: [Company Name], a [State/Jurisdiction] [Entity Type, e.g., LLC], located at [Company Address] ("Company"). Subcontractor: [Full Legal Name], an [Individual/Entity Type], located at [Subcontractor Address] ("Subcontractor").

Operative Terms

1. Scope of Services: Subcontractor agrees to perform the following services for Company: [Detailed description of work to be performed].
2. Term: This Agreement shall commence on [Start Date] and continue until [End Date] or until the services are completed, unless terminated earlier pursuant to Section 8.
3. Compensation: Company shall pay Subcontractor [Dollar Amount] per [Hour/Project/Milestone]. Payments shall be made within [Number] days of receipt of a valid invoice.
4. Independent Contractor Status: Subcontractor is an independent contractor, not an employee. Subcontractor is solely responsible for all federal, state, and local taxes, insurance, and benefits.
5. Work Product and Intellectual Property: All work product created by Subcontractor under this Agreement shall be considered "work made for hire" and shall remain the exclusive property of the Company.
6. Confidentiality: Subcontractor agrees to keep all proprietary information, trade secrets, and business practices of the Company confidential and shall not disclose such information to any third party without prior written consent.
7. Indemnification: Subcontractor agrees to indemnify and hold harmless the Company from any claims, damages, or expenses arising out of Subcontractor’s negligent acts or omissions in the performance of services.
8. Termination: Either party may terminate this Agreement with [Number] days' written notice. In the event of termination, Company shall pay Subcontractor for all services satisfactorily performed up to the date of termination.
9. Governing Law: This Agreement shall be governed by the laws of the State of [State Name].
10. Entire Agreement: This document constitutes the entire agreement between the parties and supersedes all prior discussions or understandings.

Signature and Acknowledgment

Company Representative Signature: __________ Printed Name: [Name] Title: [Title] Date: [Date]

Subcontractor Signature: __________ Printed Name: [Name] Title: [Title] Date: [Date]

Disclaimer: This document is a general framework and does not constitute legal advice. Laws regarding independent contractor classification vary significantly by jurisdiction. Consult with qualified legal counsel to ensure compliance with local, state, and federal regulations.