Free subcontractor agreement template (Word)
A subcontractor agreement for agencies, consultants and freelancers who pass part of a client project to another contractor: deliverables, fixed or hourly fee, optional pay-when-paid, white-label and non-solicitation terms, and ownership that passes to you.
No sign-up. Your answers stay in your browser. Who it is for: Agencies, consultants and freelancers who bring in other freelancers for client work. Construction subcontracts need additional terms.
Updated · Word (.docx) · Free to use and adapt
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What is in the subcontractor agreement
- Who the end client is
- Deliverables with due dates, as many as you need
- Optional duty to follow the terms of your contract with the client
- Fixed fee, or an hourly rate with a cap on hours
- Payment days, with an optional pay-when-paid delay and a longstop date
- Independent contractor status and no further subcontracting
- Optional white-label working and non-solicitation of your client
- Ownership passes to you on payment, so you can pass it on to your client
- Confidentiality and optional insurance
- Notice to end, and ending when your client ends the project
Read the full template
This is the complete wording. [Labels] are filled in from your answers, and highlighted text only appears when it applies; hover over it to see when.
SUBCONTRACTOR AGREEMENT
This Subcontractor Agreement is made on [Effective date] between [Contractor name], [Contractor address] (the "Contractor"), and [Subcontractor name], [Subcontractor address] (the "Subcontractor").
1. Background
The Contractor has agreed to provide services to [End client name] (the "Client") and engages the Subcontractor to perform part of that work.
2. Services
The Subcontractor will provide the following (the "Services"):
Repeated for each deliverable
- [Deliverable description], due [Deliverable due date]
The Subcontractor will perform the Services with reasonable skill and care, on time, and to any standards the Contractor gives it in writing. The Contractor has shared the parts of its contract with the Client that apply to the Services, and the Subcontractor will comply with them as if it were the Contractor.
3. Fees and payment
The Contractor will pay the Subcontractor a fixed fee of [Fixed fee] for the Services.The Contractor will pay the Subcontractor [Hourly rate] per hour, up to [Max hours] hours unless the Contractor agrees to more in writing.
The Subcontractor will invoice the Contractor [Invoice frequency]. The Contractor will pay each undisputed invoice within [Payment days] days of receiving it. If the Client has not yet paid the Contractor for the related work, the Contractor may delay payment until [Days after client payment] days after the Client pays, but never more than [Longstop days] days after the invoice date.
The Contractor will reimburse reasonable expenses that it approved in advance, supported by receipts.
4. Independent contractor
The Subcontractor is an independent business, not an employee, partner or agent of the Contractor. It decides how to perform the Services, provides its own equipment, and is responsible for its own taxes and insurance. It may not pass the Services to anyone else without the Contractor's written consent.
5. The Client relationship
The Subcontractor will work as part of the Contractor's team, will not contact the Client about the project unless the Contractor agrees, and will pass any Client enquiries to the Contractor.
During this Agreement and for [Non solicit months] months after it ends, the Subcontractor will not solicit the Client for, or accept from the Client, work similar to the Services without the Contractor's written consent.
6. Ownership of the work
Once the Contractor has paid for it, all work the Subcontractor creates for the Services belongs to the Contractor, so that the Contractor can pass it to the Client, and the Subcontractor assigns all rights in it to the Contractor. The Subcontractor may show the work in its portfolio once the Client has made it public, unless the Contractor says otherwise.The Subcontractor will not show or publish the work.
7. Confidentiality
The Subcontractor will keep the Contractor's and the Client's non-public information confidential and use it only to perform the Services, during this Agreement and for [Confidentiality years] years afterwards.
The Subcontractor will hold [Insurance type] insurance with cover of at least [Insurance amount] while it performs the Services, and will show proof on request.
8. Ending this Agreement
Either party may end this Agreement with [Notice days] days' written notice. If the Client ends or reduces its project with the Contractor, the Contractor may end or reduce this Agreement to match by written notice. In every case the Contractor pays for Services properly performed up to the end date.
9. Governing law
This Agreement is governed by the laws of [Governing law].
[Contractor name]: ____________________________
[Subcontractor name]: ____________________________
The questions you answer
Clausery turns the template into a short questionnaire. Optional parts only appear when they apply.
| Question | Type | Asked when |
|---|---|---|
| Effective date | Date | Always |
| Contractor name | Short text | Always |
| Contractor address | Long text | Always |
| Subcontractor name | Short text | Always |
| Subcontractor address | Long text | Always |
| End client name | Short text | Always |
| Deliverables For each item: Deliverable description, Deliverable due date | Repeating group | Always |
| Must follow client terms | Yes / no | Always |
| Is fixed fee | Yes / no | Always |
| Fixed fee | Money | If “Is fixed fee” is yes |
| Hourly rate | Money | If “Is fixed fee” is no |
| Max hours | Number | If “Is fixed fee” is no |
| Invoice frequency | Short text | Always |
| Payment days | Number | Always |
| Pay when paid | Yes / no | Always |
| Days after client payment | Number | If “Pay when paid” is yes |
| Longstop days | Number | If “Pay when paid” is yes |
| Reimburse expenses | Yes / no | Always |
| Is white label | Yes / no | Always |
| Include non solicitation | Yes / no | Always |
| Non solicit months | Number | If “Include non solicitation” is yes |
| Portfolio use | Yes / no | Always |
| Confidentiality years | Number | Always |
| Requires insurance | Yes / no | Always |
| Insurance type | Short text | If “Requires insurance” is yes |
| Insurance amount | Money | If “Requires insurance” is yes |
| Notice days | Number | Always |
| Governing law | Short text | Always |
How to use it
Open it
Click Fill it in now. The template opens in Clausery with its questionnaire ready.
Answer the questions
Work through the sections. Drafts save as you type, on your device.
Download the document
Get a finished Word file with your formatting intact, or print it to PDF.
Prefer to start from your own wording? Download the Word file, edit it, keep the {tags}, and upload it to Clausery. See the template syntax.
Questions
What is a pay-when-paid clause?
It lets you wait until your client has paid you before you pay the subcontractor. Some places restrict these clauses, especially in construction, so this template adds a longstop: you always pay within a set number of days of the invoice, whether or not your client has paid.
Can the subcontractor work directly for my client?
Not for similar work, if you switch on the non-solicitation clause, for the number of months you choose. Keep the period reasonable: a restriction wider than you need to protect the client relationship may not be enforced.
Is this suitable for construction work?
It is written for services such as design, development, marketing and consulting. Construction subcontracts usually need more, such as licensing, safety, retention and lien waivers, and local rules often apply.
Is it really free?
Yes. The download is free, and filling it in with the Clausery app is free too, with unlimited documents. Library templates never count towards a plan limit, and no account or card is needed.
Is my information uploaded anywhere?
No. Clausery runs entirely in your browser. Your answers and the finished document are created and stored on your own device.
Is this legal advice?
No. These are general samples. Laws differ between countries and states, so have the wording reviewed for your situation before you rely on it.
Clauses in this template, explained
- Confidentiality clause
- Non-solicitation clause
- Payment terms clause
- Intellectual property assignment clause
- Independent contractor clause
- Termination for convenience clause
- Governing law and jurisdiction clause
Guide: How to write a freelance contract: 10 clauses that prevent disputes
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This template is a general sample and not legal advice. Laws vary by jurisdiction; have it reviewed before use.