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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
First page of the free subcontractor agreement template for Word

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.

QuestionTypeAsked when
Effective dateDateAlways
Contractor nameShort textAlways
Contractor addressLong textAlways
Subcontractor nameShort textAlways
Subcontractor addressLong textAlways
End client nameShort textAlways
Deliverables
For each item: Deliverable description, Deliverable due date
Repeating groupAlways
Must follow client termsYes / noAlways
Is fixed feeYes / noAlways
Fixed feeMoneyIf “Is fixed fee” is yes
Hourly rateMoneyIf “Is fixed fee” is no
Max hoursNumberIf “Is fixed fee” is no
Invoice frequencyShort textAlways
Payment daysNumberAlways
Pay when paidYes / noAlways
Days after client paymentNumberIf “Pay when paid” is yes
Longstop daysNumberIf “Pay when paid” is yes
Reimburse expensesYes / noAlways
Is white labelYes / noAlways
Include non solicitationYes / noAlways
Non solicit monthsNumberIf “Include non solicitation” is yes
Portfolio useYes / noAlways
Confidentiality yearsNumberAlways
Requires insuranceYes / noAlways
Insurance typeShort textIf “Requires insurance” is yes
Insurance amountMoneyIf “Requires insurance” is yes
Notice daysNumberAlways
Governing lawShort textAlways

How to use it

  1. Open it

    Click Fill it in now. The template opens in Clausery with its questionnaire ready.

  2. Answer the questions

    Work through the sections. Drafts save as you type, on your device.

  3. 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

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.