SUBCONTRACTOR AGREEMENT ======================= Disclaimer — not legal advice. This template is provided free of charge, as is and with no warranty of any kind, and using it creates no attorney-client relationship. It is jurisdiction-neutral: you are responsible for adapting it, for your own legal and tax compliance, and for having a qualified professional in your jurisdiction review it before you rely on it. Full terms: https://trycolo.co/terms-of-use This Subcontractor Agreement ("Agreement") is made on [EFFECTIVE DATE] between: Prime Contractor: [YOUR NAME / BUSINESS NAME], of [YOUR ADDRESS], email [YOUR EMAIL] (the "Prime") Subcontractor: [SUBCONTRACTOR NAME / BUSINESS NAME], of [SUBCONTRACTOR ADDRESS], email [SUBCONTRACTOR EMAIL] (the "Subcontractor") End Client: [END CLIENT NAME] (the "Client"). The Client is not a party to this Agreement. ------------------------------------------------------------ 1. Background ------------- 1.1 The Prime has a contract with the Client dated [CLIENT CONTRACT DATE] (the "Client Contract") for [SHORT PROJECT DESCRIPTION]. 1.2 The Prime engages the Subcontractor to perform part of that work, as set out below. 2. Work package --------------- 2.1 The Subcontractor will deliver: # | Task / deliverable | Specification | Due date - | ------------------ | ------------------------- | -------- 1 | [DELIVERABLE] | [FORMAT, STANDARD, TOOLS] | [DATE] 2 | [DELIVERABLE] | [SPECIFICATION] | [DATE] 3 | [DELIVERABLE] | [SPECIFICATION] | [DATE] 2.2 Quality standard. Deliverables must meet the specifications above, the brand and technical guidelines in Schedule A, and a professional standard of skill and care. 2.3 Review and rework. The Prime will review each deliverable within [NUMBER] business days. The Subcontractor will correct work that does not meet clause 2.2 at no extra charge, within [NUMBER] business days of notice. Changes requested by the Client beyond the original specification are paid under clause 6.3. 2.4 The Subcontractor will tell the Prime immediately if a deadline is at risk. 3. Flow-down of Client Contract terms ------------------------------------- 3.1 Schedule A contains the parts of the Client Contract that apply to the Subcontractor's work (with commercial terms removed). The Subcontractor will comply with those terms as if it were the Prime, for its portion of the work. 3.2 If Schedule A and this Agreement conflict, the stricter obligation applies to the Subcontractor. 3.3 The Subcontractor will follow any Client security, data-handling or access rules notified by the Prime, and will use only the accounts and tools the Prime approves. 4. Client contact ----------------- 4.1 [CHOOSE ONE] (a) White-label. The Subcontractor works under the Prime's name. It will not contact the Client directly, attend Client meetings, or identify itself to the Client, unless the Prime asks it to in writing. (b) Named team member. The Subcontractor may be introduced to the Client as part of the Prime's team. All scope, fee and timeline discussions go through the Prime. The Subcontractor will not agree any change directly with the Client. 4.2 The Subcontractor will pass any approach or work request from the Client to the Prime. 5. Non-solicitation ------------------- 5.1 During this Agreement and for [6 / 12] months after it ends, the Subcontractor will not, directly or through another person, solicit, pitch or accept paid work from the Client [OR ANY OTHER CLIENT OF THE PRIME THAT THE SUBCONTRACTOR WORKED ON DURING THIS AGREEMENT] in the field of [SERVICE AREA]. 5.2 This clause does not stop the Subcontractor from working in its profession for anyone else, or from responding to a public job advertisement not directed at it. 5.3 [OPTIONAL] If the Client and the Subcontractor wish to work together directly within the restricted period, the Subcontractor will pay the Prime a referral fee of [PERCENTAGE]% of fees earned from the Client in that period, or [CURRENCY] [AMOUNT], whichever is agreed in writing. 6. Fees and payment ------------------- 6.1 Fee. [CHOOSE ONE] A fixed fee of [CURRENCY] [AMOUNT] for the work package / [CURRENCY] [RATE] per [HOUR / DAY], estimated at [NUMBER] [HOURS / DAYS], not to exceed [NUMBER] without written approval. 6.2 Payment timing. [CHOOSE ONE] - The Prime pays within [NUMBER] days of accepted delivery of each deliverable; or - The Prime pays within [NUMBER] days of receiving payment from the Client for the related work, and in any event no later than [NUMBER] days after accepted delivery. 6.3 Additional work requested by the Prime is paid at the rate in clause 6.1, only if agreed in writing before it starts. 6.4 The Subcontractor invoices the Prime, not the Client, and is responsible for its own taxes, insurance and equipment. 6.5 Expenses are reimbursed only if approved in writing in advance. 7. Confidentiality ------------------ 7.1 The Subcontractor will keep confidential all information about the Client, the Client Contract, the Prime's pricing, methods and other clients, and will use it only to perform this Agreement. 7.2 The obligation lasts during this Agreement and for [NUMBER] years after it ends, and indefinitely for trade secrets and personal data. 7.3 On completion or request, the Subcontractor returns or deletes all Client and Prime materials and confirms this in writing. 8. Intellectual property ------------------------ 8.1 On payment for each deliverable, the Subcontractor assigns to the Prime all rights in that deliverable, worldwide, so that the Prime can assign them to the Client under the Client Contract. 8.2 The Subcontractor waives, to the extent the law allows, any moral rights in the deliverables, and agrees to sign any document reasonably needed to confirm the assignment. 8.3 The Subcontractor warrants that the deliverables are its original work and that any third-party assets used are properly licensed for the Client's intended use, as listed in [ASSET LIST]. 8.4 Portfolio. The Subcontractor may not show the work, or name the Client, in its portfolio without the Prime's written consent. [OR: may show the work after the Client's public launch, without naming the Prime's role.] 9. Term and termination ----------------------- 9.1 This Agreement runs from the Effective Date until the work package is complete and paid. 9.2 The Prime may terminate on [NUMBER] days' written notice, and immediately if the Client Contract is terminated or suspended. The Prime then pays for accepted work and work in progress to the termination date, at the clause 6.1 rate. 9.3 Either party may terminate immediately for material breach not remedied within [NUMBER] days of notice. 9.4 Clauses 5, 7 and 8 survive termination. 10. Liability and insurance --------------------------- 10.1 The Subcontractor is responsible for losses the Prime suffers because the Subcontractor breaches this Agreement or the flow-down terms, up to [THE FEES PAYABLE UNDER THIS AGREEMENT / CURRENCY AMOUNT]. 10.2 The Subcontractor holds [PROFESSIONAL LIABILITY / NONE REQUIRED] insurance of [COVERAGE AMOUNT]. 11. General ----------- 11.1 The Subcontractor is an independent contractor, not an employee or partner of the Prime, and may not sub-subcontract without the Prime's written consent. 11.2 Governing law: [GOVERNING LAW]. Venue: [JURISDICTION / VENUE]. 11.3 This Agreement and Schedule A are the entire agreement. Changes must be in writing. ------------------------------------------------------------ Signatures ---------- Prime Contractor | Subcontractor ------------------------------- | ------------------------------- Signature: ____________________ | Signature: ____________________ Name: [YOUR NAME] | Name: [SUBCONTRACTOR NAME] Date: [DATE] | Date: [DATE] ------------------------------------------------------------ Schedule A — Flow-down terms from the Client Contract Attach the relevant clauses (deadlines, confidentiality, data handling, brand and technical guidelines, acceptable tools, IP). Remove fees and terms unrelated to the Subcontractor's work. ------------------------------------------------------------ How to use this template 1. Sign before you share any Client material, and attach Schedule A with fees removed. 2. Choose white-label or named in clause 4.1, and match it to what you've told the Client. 3. Set a non-solicitation period you would accept yourself, and limit it to Clients actually worked on. 4. Make sure the IP clause lines up with the assignment in your Client Contract. 5. Have a professional review your completed version once for your jurisdiction. Template provided by Colo (trycolo.co). Not legal advice — review with a qualified professional in your jurisdiction.