Subcontracting Upwork

SUBCONTRACTOR SERVICES AGREEMENT

Document ID: SUB-UPW-2024-001
Effective Date: [Date]
Version: 1.0
Governing Jurisdiction: [State/Country]

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LEGAL COMPLIANCE NOTICE

This document constitutes a legal template designed for professional use. It does not constitute specific legal advice. Given that subcontracting arrangements involving platforms like Upwork may implicate specific tax, labor, and platform-specific Terms of Service (TOS) considerations (e.g., anti-circumvention policies), it is recommended that this document be reviewed by local counsel to ensure compliance with the governing jurisdiction and the specific platform’s Terms of Service.

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1. PARTIES

This Subcontractor Services Agreement (the "Agreement") is entered into as of the Effective Date by and between:

[Company Full Legal Name], with its principal place of business located at [Principal Address] ("Company"); and

[Client Full Legal Name] (or "Subcontractor"), with its principal place of business located at [Principal Address] ("Subcontractor").

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2. SCOPE OF SERVICES

Subcontractor agrees to perform the services as defined in the specific Project Proposal or Upwork Contract ID: [Insert Upwork Contract ID/Reference Number] (the "Services"). Subcontractor shall perform the Services in a professional, workmanlike manner, consistent with industry standards and the instructions provided by Company.

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3. COMPENSATION & PAYMENT TERMS

3.1 Fee Structure: Company shall pay Subcontractor at the rate of [Amount in USD] per [hour/project]. 3.2 Invoicing: If performed outside the Upwork platform, Subcontractor shall submit an invoice on a [monthly/milestone] basis. Payment shall be due within thirty (30) days of receipt of a valid invoice. 3.3 Late Payment: Any undisputed amounts not paid when due shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. 3.4 Upwork Compliance: The parties acknowledge that payment processing may occur through the Upwork platform. In the event of a conflict between this Agreement and Upwork’s Terms of Service, Upwork’s terms shall prevail solely regarding the mechanics of payment processing.

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4. TERM & TERMINATION

4.1 Term: This Agreement commences on the Effective Date and continues until the completion of the Services or termination by either party. 4.2 Termination for Convenience: Either party may terminate this Agreement upon [Number] days’ written notice. 4.3 Termination for Breach: Either party may terminate immediately upon written notice if the other party commits a material breach and fails to cure said breach within ten (10) business days of receiving written notice of such breach.

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5. INTELLECTUAL PROPERTY & WORK MADE FOR HIRE

Subcontractor agrees that all deliverables, work product, inventions, and designs created in connection with the Services shall be considered "work made for hire" under the U.S. Copyright Act. To the extent any such work does not qualify as "work made for hire," Subcontractor hereby irrevocably assigns to Company all right, title, and interest in and to such work product, including all associated intellectual property rights.

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6. CONFIDENTIALITY

Subcontractor shall hold all non-public information obtained from Company in strict confidence and shall not disclose such information to any third party or use it for any purpose other than performing the Services. This obligation survives the termination of this Agreement for a period of three (3) years.

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7. REPRESENTATIONS & WARRANTIES

Subcontractor represents and warrants that: (i) they have the full right and authority to enter into this Agreement; (ii) the Services will be original work and will not infringe upon the intellectual property rights of any third party; and (iii) they will comply with all applicable laws and regulations in the performance of the Services.

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8. LIMITATION OF LIABILITY & INDEMNIFICATION

8.1 Limitation: To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, or consequential damages. 8.2 Indemnification: Subcontractor agrees to indemnify, defend, and hold harmless Company from any claims, losses, or damages arising out of Subcontractor’s negligence, willful misconduct, or breach of this Agreement.

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9. DISPUTE RESOLUTION & GOVERNING LAW

This Agreement shall be governed by the laws of [Governing Jurisdiction]. Any disputes arising hereunder shall be resolved through mandatory binding arbitration administered by the American Arbitration Association (AAA) in [City, State], in accordance with its Commercial Arbitration Rules.

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10. MISCELLANEOUS

10.1 Severability: If any provision is held to be unenforceable, the remaining provisions shall remain in full force. 10.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions or understandings. 10.3 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original.

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11. EXECUTION

FOR [COMPANY FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

FOR [CLIENT/SUBCONTRACTOR FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Information Completion: Open this document in your word processor. Replace all bracketed text (e.g., [Company Full Legal Name]) with actual, verified entity names and contact details.
2. Authority Verification: Ensure the person signing for the Company has the corporate authority (as per Bylaws or Board Resolution) to enter into service agreements.
3. Digital Execution:
   • Upload the finalized PDF to a secure e-signature platform such as DocuSign, Adobe Sign, or HelloSign.
   • Ensure the "Audit Trail" feature is enabled to capture the IP address and timestamp of the signatories.
4. Platform Compliance: If the relationship originated on Upwork, ensure that your chosen payment and communication methods remain within the platform’s "Non-Circumvention" policy window (currently 24 months, unless a conversion fee is paid).
5. Record Retention: Save the fully executed PDF in a secure, encrypted corporate repository (e.g., SharePoint, Google Drive with restricted permissions) for a minimum of seven (7) years to satisfy potential tax and audit requirements.