Subcontractor in Business Central

SUBCONTRACTOR SERVICES AGREEMENT: DYNAMICS 365 BUSINESS CENTRAL IMPLEMENTATION

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

---

STATUTORY & LEGAL COMPLIANCE NOTICE

This document constitutes a formal legal instrument. It is drafted for general institutional utility. Because laws governing independent contracting, taxation, and software implementation vary significantly by jurisdiction, parties should have this instrument reviewed by local counsel to ensure compliance with specific regional statutes (e.g., California AB5, IR35 in the UK, or local labor laws regarding misclassification).

---

1. PARTIES & RECITALS

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

[Company Full Legal Name], a corporation organized and existing under the laws of [State], with its principal place of business at [Company Principal Address] ("Company"), and

[Subcontractor Full Legal Name], an independent contractor with its principal place of business at [Subcontractor Principal Address] ("Subcontractor").

Recitals: WHEREAS, Company is engaged by its clients to provide professional services related to Microsoft Dynamics 365 Business Central (“BC”); WHEREAS, Company desires to engage Subcontractor to provide specialized consulting, development, or support services; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

---

2. SCOPE OF SERVICES

Subcontractor shall provide services as defined in subsequent Statements of Work (SOWs) executed under this Agreement. Services may include, but are not limited to: BC environment configuration, AL (Application Language) development, data migration, user training, and post-go-live support. Subcontractor shall perform these services in a professional manner consistent with industry standards for ERP implementation.

3. COMPENSATION & PAYMENT TERMS

3.1 Fees: Company shall pay Subcontractor at the rate of [Amount in USD] per hour/project, as set forth in the applicable SOW. 3.2 Invoicing: Subcontractor shall submit monthly invoices detailing hours worked and tasks completed. 3.3 Payment: Company shall pay undisputed invoices within thirty (30) days of receipt. 3.4 Late Payments: Late payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

4. TERM & TERMINATION

4.1 Term: This Agreement commences on the Effective Date and continues until terminated by either party. 4.2 Termination for Convenience: Either party may terminate this Agreement upon thirty (30) days' written notice. 4.3 Termination for Breach: If either party commits a material breach, the non-breaching party may terminate this Agreement if such breach remains uncured for fifteen (15) days following written notice.

5. INTELLECTUAL PROPERTY & WORK MADE FOR HIRE

All deliverables, code, documentation, and configurations created by Subcontractor for Company or its clients (“Work Product”) shall be deemed "work made for hire." To the extent any Work Product does not qualify as work made for hire, Subcontractor hereby irrevocably assigns all rights, title, and interest in such Work Product to the Company.

6. MUTUAL CONFIDENTIALITY

"Confidential Information" includes all business processes, source code, client lists, and technical data related to the BC implementation. Receiving party shall protect Confidential Information with at least the same degree of care as it protects its own, for a period of three (3) years following termination.

7. REPRESENTATIONS & WARRANTIES

Subcontractor represents that they possess the necessary skills and certifications to perform BC services and that the performance of this Agreement does not conflict with any other contractual obligation.

8. LIMITATION OF LIABILITY & INDEMNIFICATION

8.1 Liability: Neither party shall be liable for indirect, incidental, or consequential damages. Total liability shall not exceed the fees paid under this Agreement in the twelve (12) months preceding the claim. 8.2 Indemnification: Subcontractor shall indemnify and hold Company harmless against any third-party claims arising from Subcontractor’s gross negligence or willful misconduct.

9. DISPUTE RESOLUTION & GOVERNING LAW

This Agreement is governed by the laws of [Jurisdiction]. Any dispute arising hereunder shall be submitted to binding arbitration in [City, State] in accordance with the rules of the American Arbitration Association (or equivalent local body).

10. MISCELLANEOUS

10.1 Severability: If any provision is held invalid, the remainder of the Agreement shall remain in full force. 10.2 Entire Agreement: This document constitutes the entire agreement between the parties, superseding all prior discussions.

---

11. EXECUTION & SIGNATURE BLOCKS

FOR [COMPANY NAME]:
Signature: _____________________________________
Printed Name: _________________________________
Title: ________________________________________
Date: _________________________________________

FOR [SUBCONTRACTOR NAME]:
Signature: _____________________________________
Printed Name: _________________________________
Title: ________________________________________
Date: _________________________________________

---

12. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Customization: Open this document in your preferred word processor. Use "Find and Replace" for all bracketed text (e.g., [Company Full Legal Name]) to insert specific project details.
2. Review: Ensure that the specific BC implementation tasks (AL development, configuration, etc.) are explicitly detailed in the attached SOWs, as this document acts as the Master Services Agreement (MSA).
3. Authorization Verification: Confirm that the signatory for the Subcontractor has the corporate authority to bind their entity. If the Subcontractor is a sole proprietor, ensure their legal name matches their tax registration.
4. Digital Execution: Utilize a platform such as DocuSign, Adobe Sign, or HelloSign. Ensure the "Audit Trail" feature is enabled to maintain a record of the IP address and timestamp of the signature for evidentiary purposes.
5. Record Retention: Archive the fully executed PDF in a secure, encrypted Document Management System (DMS) or a secure cloud drive. Keep the document for a minimum of seven (7) years to satisfy standard commercial tax and audit requirements.