master subcontract agreement template

Professional Services Subcontract Agreement

Instructions for Use

• Fill in all bracketed fields with the specific details of your engagement; ensure that the Scope of Work (SOW) is attached as an exhibit for granular detail.
• Review the insurance and indemnification sections against your company’s risk tolerance and current policy coverage before execution.
• Ensure that the individual signing on behalf of each entity has the legal authority to bind that entity to the contractual obligations contained herein.

1. Parties and Definitions

This Subcontract Agreement ("Agreement") is entered into as of [Date] by and between: Prime Contractor: [Full Legal Name of Prime], a [State of Incorporation] [Entity Type], with its principal place of business at [Full Business Address] ("Prime"). Subcontractor: [Full Legal Name of Sub], a [State of Incorporation] [Entity Type], with its principal place of business at [Full Business Address] ("Subcontractor").

"Services" shall mean the work described in Exhibit A. "Prime Contract" shall mean the agreement between Prime and the [Client Name/Project Owner].

2. Scope of Services

Subcontractor agrees to perform the services set forth in Exhibit A ("Scope of Work") in accordance with the terms of this Agreement and the Prime Contract. Subcontractor represents that it possesses the professional skills and licenses necessary to perform the Services.

3. Compensation

Prime shall pay Subcontractor for Services rendered at the rate/fixed fee of [Amount/Currency] subject to the following payment terms: [Net 30/Net 60/Other]. Invoices must be submitted [Monthly/Weekly/Upon Completion] and include detailed documentation of work performed.

4. Term and Termination

This Agreement shall commence on [Start Date] and continue until [End Date] unless terminated earlier. Either party may terminate this Agreement upon [Number] days' written notice. In the event of termination, Subcontractor shall be paid for all work performed and expenses incurred up to the effective date of termination.

5. Independent Contractor Status

Subcontractor is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. Subcontractor is solely responsible for all taxes, withholdings, and insurance premiums.

6. Confidentiality

Subcontractor agrees to keep all proprietary information, trade secrets, and client data received from Prime or the Project Owner strictly confidential and shall not disclose such information to any third party without prior written consent.

7. Indemnification

Subcontractor agrees to indemnify, defend, and hold harmless Prime from and against any and all claims, damages, liabilities, and expenses (including reasonable attorney fees) arising out of or related to Subcontractor’s negligent acts, errors, or omissions in the performance of the Services.

8. Insurance

Subcontractor shall maintain, at its own expense, throughout the term of this Agreement, the following insurance coverage:

• General Liability: [Amount]
• Professional Liability (Errors & Omissions): [Amount]
• Workers' Compensation: As required by law.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [State Name]. Any disputes shall be resolved in the courts located in [County], [State].

10. Entire Agreement

This document, including all attached exhibits, constitutes the entire agreement between the parties and supersedes all prior discussions or understandings.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

PRIME CONTRACTOR Signature: __________ Printed Name: [Name] Title: [Title] Date: [Date]

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

Legal Disclaimer: This document is a general framework intended for informational purposes only and does not constitute legal advice. Laws regarding subcontracting, labor, and liability vary significantly by jurisdiction. Consult with qualified legal counsel to ensure this document complies with your specific state laws and business requirements.