master subcontractor agreement template

Independent Subcontractor Services Agreement

Instructions for Use

• Fill in all bracketed fields with the specific details of your engagement; ensure that the Scope of Work (Exhibit A) is attached and described with maximum specificity to avoid scope creep.
• Review the Indemnification and Insurance requirements with your insurance broker to ensure they align with your company’s risk tolerance and project-specific liabilities.
• Once completed, have both authorized representatives sign and date the document before any work commences; keep a fully executed digital copy in your project file.

1. Parties and Definitions

This Agreement is entered into on [Date] by and between: Company: [Company Name], a [State of Incorporation] corporation, with its principal place of business at [Company Address] ("Company"). Subcontractor: [Full Legal Name], an [Individual/Corporation/LLC], with its principal place of business/residence at [Subcontractor Address] ("Subcontractor").

2. Scope of Services

Subcontractor agrees to perform the services described in the attached "Exhibit A: Scope of Work" (the "Services"). Subcontractor shall perform the Services in a professional, workmanlike manner consistent with industry standards.

3. Compensation

Company shall pay Subcontractor [Dollar Amount] as: [ ] A flat fee for the project. [ ] An hourly rate of [Hourly Rate]. [ ] Other: [__________]. Payment shall be made within [Number] days of receipt of an undisputed invoice.

4. Independent Contractor Status

The parties agree that 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 federal, state, and local taxes, and is not eligible for any Company benefits.

5. Term and Termination

This Agreement begins on [Start Date] and continues until [End Date] or until the Services are completed. Either party may terminate this Agreement upon [Number] days' written notice. In the event of early termination, Subcontractor shall be paid for all work performed up to the date of termination.

6. Confidentiality

Subcontractor acknowledges that they may have access to Company’s proprietary information. Subcontractor agrees to hold all such information in strict confidence and shall not disclose it to any third party or use it for any purpose outside the scope of this Agreement.

7. Indemnification

Subcontractor agrees to indemnify, defend, and hold harmless Company from and against any and all claims, losses, or damages arising out of the Subcontractor’s negligence, willful misconduct, or breach of this Agreement.

8. Intellectual Property

All work product, deliverables, and materials created by Subcontractor under this Agreement are "work made for hire" and shall be the sole and exclusive property of the Company.

9. Governing Law

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

10. Entire Agreement

This document constitutes the entire agreement between the parties and supersedes any prior understandings or written agreements.

Signature & Acknowledgment

By signing below, the parties agree to be bound by the terms of this Agreement.

Company: Signature: __________ Printed Name: [Name of Signatory] Title: [Title] Date: [Date]

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

Legal Disclaimer: This document is a general framework and does not constitute legal advice. Employment and contract laws vary significantly by jurisdiction. Consult with qualified legal counsel to ensure this template complies with your specific state and local requirements.