master subcontract agreement short form

Independent Contractor Subcontractor Agreement

Instructions for Use

• Fill in all bracketed information with the specific details of your project, ensuring that the Scope of Work is described with sufficient technical detail to avoid ambiguity.
• Select the applicable checkboxes for payment terms and liability limitations to reflect the specific risk profile of your engagement.
• Ensure both parties sign and date the document before work commences; retain a fully executed copy for your business records.

1. Parties and Definitions

This Agreement is entered into on [Date] by and between: Prime Contractor: [Full Legal Name], with a principal place of business at [Street Address, City, State, Zip] ("Prime") Subcontractor: [Full Legal Name], with a principal place of business at [Street Address, City, State, Zip] ("Subcontractor")

Project: [Name or Description of Prime Project] Scope of Work: [Detailed description of services to be performed by Subcontractor]

2. Term and Termination

This Agreement commences on [Start Date] and continues until [End Date] or upon completion of the Scope of Work. Either party may terminate this Agreement with [Number] days' written notice. In the event of termination, Subcontractor shall be paid for all services rendered up to the date of termination.

3. Compensation

Prime shall pay Subcontractor as follows:

• Fixed Fee: $[Amount]
• Hourly Rate: $[Amount] per hour
• Milestone-based: [Describe milestones and payments] Payment shall be made within [Number] days of receipt of an undisputed invoice.

4. Independent Contractor Status

Subcontractor is an independent contractor, not an employee. Subcontractor is solely responsible for all taxes, withholdings, and insurance, including workers' compensation and professional liability coverage.

5. Intellectual Property

All work product, reports, designs, or deliverables created by Subcontractor under this Agreement shall be considered "work made for hire" and shall remain the exclusive property of Prime. Subcontractor hereby assigns all rights, titles, and interests in such work to Prime.

6. Confidentiality

Subcontractor agrees to keep all proprietary information, trade secrets, and business practices of Prime strictly confidential and shall not disclose such information to any third party without prior written consent.

7. Indemnification and Liability

Subcontractor agrees to indemnify, defend, and hold harmless Prime from any claims, damages, or expenses arising out of Subcontractor’s negligent acts, omissions, or willful misconduct.

• Limitation of Liability: Total liability for either party shall be limited to the total fees paid under this Agreement.
• No Limitation of Liability applies.

8. Governing Law

This Agreement shall be governed by the laws of the State of [State Name]. Any disputes arising hereunder shall be resolved in the courts of [County Name], [State Name].

9. Entire Agreement

This document constitutes the entire agreement between the parties and supersedes all prior discussions or understandings. Any amendments must be in writing and signed by both parties.

Signature & Acknowledgment

Prime Contractor 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 vary significantly by jurisdiction. Please consult with qualified legal counsel to ensure this document complies with local, state, and federal regulations.