subcontract agreement sample pdf

Independent Contractor Subcontracting Agreement

Instructions for Use

• Fill in all bracketed information with the specific details of your engagement; ensure that all legal names match those registered with the Secretary of State or relevant tax authority.
• Review the scope of services carefully to ensure the deliverables are defined with enough specificity to prevent "scope creep" and payment disputes.
• Once completed, both parties must sign in the presence of a witness or notary if required by local statutes, and each party should retain a fully executed copy for their records.

1. Parties and Definitions

This Subcontracting Agreement ("Agreement") is entered into on this [Day] day of [Month], [Year] (the "Effective Date"), by and between:

Contractor: [Full Legal Name of Contractor], with a principal place of business at [Contractor Address] ("Contractor").

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

Project: The Subcontractor agrees to perform the services described in Exhibit A (the "Services") for the project known as [Project Name/Number] (the "Project").

2. Scope of Work and Performance

The Subcontractor shall perform the Services in a professional and workmanlike manner, consistent with industry standards. The Subcontractor shall provide all labor, materials, and equipment necessary to complete the Services unless otherwise specified in writing.

3. Compensation

In consideration for the Services, the Contractor shall pay the Subcontractor the sum of $[Dollar Amount] (the "Fee"). Payment shall be made [ ] Net 30 days / [ ] Upon completion of milestones / [ ] Other: [__________] following the receipt of a valid invoice.

4. Independent Contractor Status

The parties agree that the Subcontractor is an independent contractor and not an employee, partner, or agent of the Contractor. The Subcontractor is solely responsible for all federal, state, and local taxes, withholdings, and insurance premiums related to their performance under this Agreement.

5. Term and Termination

This Agreement shall commence on the Effective Date and continue until [Date] or the completion of the Project, whichever occurs first. Either party may terminate this Agreement upon [Number] days' written notice if the other party commits a material breach of any term herein.

6. Confidentiality

The Subcontractor acknowledges that they may have access to proprietary information belonging to the Contractor or the Contractor's client. The Subcontractor agrees to maintain the confidentiality of all such information and shall not disclose it to any third party without prior written consent.

7. Indemnification

The Subcontractor agrees to indemnify, defend, and hold harmless the Contractor from any claims, damages, losses, or expenses (including reasonable attorney fees) arising out of or resulting from the Subcontractor’s performance of the Services, including any acts or omissions of the Subcontractor's employees or agents.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [State Name]. Any disputes arising under this Agreement shall be resolved in the courts located in [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 to this Agreement must be in writing and signed by both parties.

Signature Block

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 regarding independent contractor classification, liability, and indemnity vary significantly by jurisdiction. Consult with qualified legal counsel in your specific jurisdiction to ensure this agreement complies with all applicable local, state, and federal laws.