master subcontractor agreement template word

Independent Subcontractor Services Agreement

Instructions for Use

• Fill in all bracketed information throughout the document, ensuring that names match the entities' legal registrations.
• Review the scope of services in Exhibit A carefully to ensure it aligns with the project requirements and deliverables.
• Execute two original copies of this agreement—one for the prime contractor and one for the subcontractor—and maintain them in your project file.

1. Parties & Definitions

This Independent Subcontractor Services Agreement ("Agreement") is entered into as of [Date] by and between:

Prime Contractor: [Full Legal Name], having its principal place of business at [Full Address] ("Contractor").

Subcontractor: [Full Legal Name], having its principal place of business at [Full Address] ("Subcontractor").

Project: [Project Name/Number] as described in the attached Exhibit A.

2. Operative Terms

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

2. Compensation: Contractor shall pay Subcontractor [Dollar Amount] per [Hour/Project/Milestone] for the Services. Payment shall be made within [Number] days of receipt of an undisputed invoice.

3. Independent Contractor Status: Subcontractor is an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, or joint venture relationship. Subcontractor is solely responsible for all taxes, withholdings, and insurance requirements.

4. Term and Termination: This Agreement begins on [Start Date] and continues until [End Date] or completion of Services. Either party may terminate this Agreement with [Number] days' written notice.

5. Confidentiality: Subcontractor agrees to keep all non-public information regarding the Contractor and the Project confidential and shall not disclose such information to any third party without prior written consent.

6. Intellectual Property: All work product created by Subcontractor under this Agreement is a "work made for hire" and shall be the sole property of the Contractor upon payment.

7. Indemnification: Subcontractor agrees to indemnify, defend, and hold harmless Contractor from any claims, damages, or expenses arising out of Subcontractor’s negligence, willful misconduct, or breach of this Agreement.

8. Insurance: Subcontractor shall maintain, at its own expense, [List Required Insurance Types, e.g., General Liability, Workers' Compensation] throughout the term of this Agreement.

9. Governing Law: This Agreement shall be governed by the laws of the State of [State Name].

3. Signature & Acknowledgment

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 and does not constitute legal advice. Laws regarding independent contractors vary significantly by jurisdiction. Consult with qualified legal counsel to ensure compliance with local, state, and federal regulations.