subcontractor agreement template for professional services

Independent Contractor Services Agreement

Instructions for Use

• Fill in all bracketed information, ensuring legal entity names match those registered with the Secretary of State or equivalent local authority.
• Attach a detailed Statement of Work (SOW) as an Exhibit to define the specific deliverables, timelines, and compensation structure for the engagement.
• Ensure both parties sign and date the document before work commences to establish a clear legal baseline for the professional relationship.

1. Parties

This Agreement is entered into on [Date] by and between: Company: [Company Name], a [State] [Entity Type, e.g., LLC/Corp], located at [Company Address] ("Company"), and Subcontractor: [Full Legal Name], an [Individual/Entity Type], located at [Subcontractor Address] ("Subcontractor").

2. Services and Term

Subcontractor agrees to perform the services described in the attached Exhibit A ("Services"). This Agreement shall commence on [Start Date] and continue until [End Date] or until the Services are completed, unless terminated earlier pursuant to Section 8.

3. Compensation

Company shall pay Subcontractor [Dollar Amount] per [Hour/Project/Milestone]. Invoices shall be submitted [Monthly/Upon Completion] and paid within [Number] days of receipt. Subcontractor is responsible for all applicable federal, state, and local taxes.

4. Independent Contractor Status

Subcontractor is an independent contractor, not an employee. Subcontractor is not entitled to any benefits, including but not limited to health insurance, retirement plans, or paid time off. Subcontractor shall provide their own equipment and tools necessary to perform the Services.

5. Intellectual Property

All work product, reports, designs, and deliverables created by Subcontractor under this Agreement shall be considered "work made for hire" and shall be the sole and exclusive property of the Company. Subcontractor hereby assigns all rights, title, and interest in such work to the Company.

6. Confidentiality

Subcontractor acknowledges that they may have access to proprietary or confidential information of the Company. Subcontractor agrees to hold such information in strict confidence and shall not disclose or use it for any purpose outside the scope of this Agreement without prior written consent.

7. Indemnification

Subcontractor agrees to indemnify, defend, and hold harmless the Company from any claims, damages, or expenses (including reasonable attorney fees) arising out of Subcontractor’s gross negligence, willful misconduct, or breach of this Agreement.

8. Termination

Either party may terminate this Agreement with [Number] days' written notice. In the event of termination, Company shall pay Subcontractor for all Services satisfactorily performed up to the effective date of termination.

9. Governing Law

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

Signature & Acknowledgment

By signing below, the parties acknowledge they have read, understood, and agreed to the terms of this Agreement.

Company: 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 intended for informational purposes only. It does not constitute legal advice. You should consult with qualified legal counsel in your jurisdiction to ensure this agreement complies with local labor laws, tax regulations, and specific business requirements.