subcontractor agreement format in india

Independent Contractor Subcontracting Agreement

Instructions for Use

• Fill in all bracketed information accurately, ensuring the legal entity names match those registered with the Ministry of Corporate Affairs (MCA) where applicable.
• Review Clause 4 (Scope of Work) and Clause 5 (Payment Terms) carefully, as these are the most common sources of dispute; attach detailed Statements of Work (SOW) as Annexures if necessary.
• Ensure both parties sign with a wet ink signature or a valid e-signature compliant with the Information Technology Act, 2000, and affix company stamps/seals where required.

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1. Parties

This Agreement is entered into on this [Day] day of [Month], [Year] by and between:

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

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

2. Definitions

• "Services" refers to the tasks described in the Scope of Work attached hereto.
• "Confidential Information" refers to all proprietary data, trade secrets, and business information shared between the parties.
• "Term" refers to the period starting [Start Date] and ending [End Date] or upon completion of the Services.

3. Scope of Work

The Subcontractor agrees to perform the following services: [Detailed description of tasks, deliverables, and milestones]. The Subcontractor shall perform these services in accordance with the standards of the industry and the requirements of the primary contract held by the Contractor.

4. Payment Terms

• Total Fee: [Currency and Amount]
• Payment Schedule: [e.g., Monthly / Milestone-based / Upon Completion]
• The Subcontractor shall submit a valid GST-compliant invoice to the Contractor. Payment shall be made within [Number] days of receipt of the invoice, subject to the Contractor receiving payment from the ultimate client.

5. Independent Contractor Status

The Subcontractor is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. The Subcontractor is responsible for all statutory taxes, including GST, professional tax, and income tax.

6. Confidentiality

The Subcontractor agrees to keep all information received from the Contractor strictly confidential and shall not disclose such information to any third party without prior written consent, both during and after the term of this Agreement.

7. Intellectual Property

All work product, reports, designs, or deliverables created by the Subcontractor under this Agreement shall be the sole and exclusive property of the Contractor (or the ultimate client, as applicable). The Subcontractor hereby assigns all rights, title, and interest in the work product to the Contractor.

8. Termination

Either party may terminate this Agreement with [Number] days' written notice. In the event of a material breach, the non-breaching party may terminate the Agreement immediately upon written notice.

9. Indemnification

The Subcontractor agrees to indemnify and hold harmless the Contractor from any claims, damages, or legal expenses arising out of the Subcontractor’s negligence, willful misconduct, or breach of this Agreement.

10. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of India. Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts in [City, State].

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Signature & Acknowledgment

For Contractor: Signature: __________ Printed Name: [Name] Title: [Title] Date: [Date]

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

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Legal Disclaimer: This document is a general framework intended for informational purposes only. It does not constitute legal advice. You must consult with a qualified legal professional to ensure compliance with local laws, specific industry regulations, and tax requirements in your jurisdiction.