what is a master subcontract agreement

Master Subcontracting Services Agreement

Instructions for Use

• Fill in all bracketed information, ensuring that the legal names of both entities match their respective corporate filings.
• Attach specific project requirements, timelines, and compensation details as "Statements of Work" (SOWs) rather than embedding them directly into this core document to maintain flexibility.
• Ensure that the insurance coverage limits specified in Section 8 are reviewed by your broker to confirm they meet the risk profile of your specific industry.

Parties & Definitions

This Agreement is entered into as of [Date] (the "Effective Date") by and between [Prime Contractor Name], a [State/Jurisdiction] corporation with its principal place of business at [Prime Contractor Address] ("Prime Contractor"), and [Subcontractor Name], a [State/Jurisdiction] corporation with its principal place of business at [Subcontractor Address] ("Subcontractor").

Operative Clauses

1. Scope of Services: Subcontractor agrees to perform the services described in individual Statements of Work ("SOWs") issued under this Agreement. Each SOW shall be governed by the terms herein.
2. Term: This Agreement shall commence on the Effective Date and continue for a period of [Number] years, unless terminated earlier pursuant to Section 9.
3. Compensation: Prime Contractor shall pay Subcontractor in accordance with the rates set forth in each SOW. Invoices shall be submitted [Monthly/Weekly] and paid within [Number] days of receipt of a valid invoice.
4. Independent Contractor: Subcontractor is an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, or joint venture relationship.
5. Confidentiality: Both parties agree to protect the other’s proprietary information using at least the same degree of care used to protect their own confidential information.
6. Intellectual Property: All deliverables created specifically for the Prime Contractor under an SOW shall be considered "work made for hire" and shall be the sole property of the Prime Contractor upon full payment.
7. Indemnification: Subcontractor shall indemnify and hold harmless Prime Contractor from any claims, damages, or expenses arising out of Subcontractor’s negligent acts, omissions, or willful misconduct.
8. Insurance: Subcontractor shall maintain, at its own expense, the following insurance coverage:
   • General Liability: $[Amount] per occurrence
   • Professional Liability: $[Amount] per claim
   • Workers’ Compensation: Statutory limits
9. Termination: Either party may terminate this Agreement upon [Number] days' written notice. In the event of a material breach, the non-breaching party may terminate immediately upon written notice if the breach remains uncured for [Number] days.
10. Governing Law: This Agreement shall be governed by the laws of the State of [State].

Signature & Acknowledgment

Prime Contractor Signature: __________ Printed Name: __________ Title: __________ Date: __________

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

Legal Disclaimer: This document is a general framework and does not constitute legal advice. Consult with qualified legal counsel to ensure compliance with jurisdiction-specific regulations and requirements.