subcontractor agreement form pdf

Independent Contractor Services Agreement

Instructions for Use

• Fill in all bracketed fields with the specific details of your engagement; ensure the Scope of Services is described with as much technical detail as possible to avoid ambiguity.
• Both parties must initial the bottom of each page and sign the final signature block to ensure the document is fully executed and legally binding.
• Retain one original signed copy for your corporate records and provide a duplicate copy to the counterparty immediately upon execution.

1. Parties and Definitions

This Agreement is entered into on [Date] by and between: Company: [Company Full Legal Name], located at [Company Address] ("Company"), and Subcontractor: [Subcontractor Full Legal Name], located at [Subcontractor Address] ("Subcontractor").

2. Scope of Services

Subcontractor agrees to perform the following services: [Detailed Description of Tasks/Deliverables]. Subcontractor shall perform these services in accordance with the standards of the industry and any specific requirements set forth by the Company.

3. Compensation

Company shall pay Subcontractor at the rate of [Amount] per [Hour/Project/Milestone]. Payment shall be made within [Number] days of receipt of a valid, itemized invoice submitted by the Subcontractor.

4. Independent Contractor Status

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

5. Term and Termination

This Agreement commences on [Start Date] and continues until [End Date] or until the completion of services. Either party may terminate this Agreement with [Number] days' written notice. In the event of early termination, Subcontractor shall be compensated for all work performed up to the date of termination.

6. Confidentiality

Subcontractor acknowledges that they may have access to proprietary or confidential information of the Company. Subcontractor agrees not to disclose, use, or disseminate any such information to any third party without express written consent from the Company.

7. Intellectual Property

All work product, deliverables, or inventions created by Subcontractor in the course of this Agreement shall be considered "work made for hire" and shall remain the exclusive property of the Company.

8. Indemnification

Subcontractor agrees to indemnify and hold harmless the Company from any claims, damages, or expenses arising out of the Subcontractor’s negligent acts, omissions, or breach of this Agreement.

9. Governing Law

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

10. Entire Agreement

This document constitutes the entire agreement between the parties and supersedes all prior discussions or understandings. Any amendments must be made in writing and signed by both parties.

Signature & Acknowledgment

Company Representative: Signature: __________ Printed Name: [Name] Title: [Title] Date: [Date]

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

Legal Disclaimer: This template serves as a general framework for business-to-business service engagements. It does not constitute legal advice. Users should consult with qualified legal counsel in their specific jurisdiction to ensure compliance with local labor laws, tax regulations, and industry-specific requirements.