At some point most busy freelancers bring in help: a developer to build the site you designed, a second copywriter for a large content batch, an illustrator for a campaign you art-direct. Your client contract has deadlines, confidentiality terms and an IP assignment. Unless you pass those obligations on, you're promising things on behalf of someone who never agreed to them.
This agreement is written for that situation. You remain the prime contractor and the client's single point of contact; the subcontractor works for you, under the terms you agreed with the client, and agrees not to take the client for themselves.
TL;DR
The subcontractor agreement template covers the work package, flow-down of the client contract, confidentiality, white-label rules on client contact, non-solicitation of the end client for 6-12 months, IP assignment to you so you can pass it on, quality and rework, payment timing, and termination if the client contract ends. Sign it before you share any client material, and attach the relevant client terms as a schedule.
What's inside
- Parties and the end client — who the prime, the subcontractor and the end client are.
- Work package — the tasks, deliverables, deadlines and quality standard.
- Flow-down — the client contract terms the subcontractor must follow, attached as a schedule.
- Client contact and white-labeling — whether the subcontractor may talk to the client, and under whose name.
- Non-solicitation — a time-limited promise not to pitch or accept work from the end client.
- Confidentiality — covering both your business and the client's.
- IP assignment — rights move to you on payment so you can assign them onward.
- Fees and payment timing — fixed fee or rate, and when payment falls due.
- Rework, termination and general terms.
When to use it
Use it any time you hand part of a client project to another independent professional who will be paid by you, not by the client. It fits a design studio bringing in a motion designer, a developer outsourcing QA testing, or an agency of one hiring a freelance PPC specialist for a quarter.
If the person works with you on many unrelated jobs over time, sign a general independent contractor agreement once and add short work orders. If you only need someone to review confidential material before deciding whether to take part, a non-disclosure agreement is enough for now.
The clauses that protect your client relationship
Flow-down with a schedule. Attach the relevant parts of your client contract (with fees redacted) and require the subcontractor to comply with them for their portion. Typical items: deadlines, brand guidelines, security requirements, confidentiality, acceptable tools and data handling.
White-label or named. Decide whether the subcontractor is invisible to the client or introduced as part of your team. In white-label arrangements the subcontractor doesn't contact the client, doesn't sign work, and doesn't use the project in their portfolio without your written permission.
Non-solicitation of the end client. The subcontractor agrees not to solicit or accept work from that client, directly or through someone else, for a period after the project ends, commonly 6 to 12 months. Restrict it to clients they actually worked on; a blanket ban on your whole client list is harder to justify.
IP chain. Your client contract probably assigns IP to the client on payment. That only works if you own it. The subcontractor assigns their deliverables to you on payment, waives moral rights where the law allows, and confirms they used no unlicensed assets.
Payment timing. Spell it out. "Within 14 days of accepted delivery" is clear and fair. "When the client pays me" pushes your cash-flow risk onto someone smaller than you, and some subcontractors will refuse it. If you do use it, cap the wait (for example, no later than 45 days after delivery).
Pricing subcontracted work
Most freelancers add a margin of 15-40% on subcontracted work to cover project management, quality review, the risk of rework and the client relationship. Be clear with yourself about which fee you're quoting the client and which fee you're paying, and track the subcontractor's hours or milestones so you can see whether the margin held. The scoping guide for fixed-fee projects helps you define the subcontracted package tightly enough to price.
Customize it in your COLO workspace
Save the agreement as a contract template in COLO Contracts. You can add team members to a project with roles and per-module permissions, and control per project which tasks the client can see, which suits white-label work where the subcontractor's tasks should stay internal. Use staff direct chats in COLO chat to brief the subcontractor without the client in the thread.
Common mistakes
- No flow-down. The client's security or confidentiality terms bind you but not the person actually doing the work.
- Missing IP assignment. The client pays you, but the subcontractor still owns the code or artwork.
- Over-broad non-compete. Restrict solicitation of the specific client; don't try to stop the subcontractor working in their field.
- Sharing your client contract unredacted. Remove your fees and anything not relevant before attaching it.
FAQ
Q: What is a subcontractor agreement?
It is a contract between you (the prime contractor, who holds the client relationship) and another freelancer you hire to do part of the work. It passes the relevant client obligations down to them and protects your relationship with the end client.
Q: What does flow-down mean?
Flow-down means the subcontractor agrees to the same obligations you accepted in your client contract for the part of the work they do, such as confidentiality, deadlines, quality standards and IP assignment. Without it, you carry obligations to the client that your subcontractor never agreed to.
Q: Can I stop a subcontractor from working with my client directly?
You can include a non-solicitation clause that stops the subcontractor from pitching or accepting work from the end client for a limited period, commonly 6 to 12 months. Keep it narrow and reasonable; very broad restrictions may not be enforceable in some places.
Q: Should I pay my subcontractor when the client pays me?
Pay-when-paid clauses are common but can feel unfair to the subcontractor and are restricted in some jurisdictions. A fair alternative is to pay on a fixed schedule after accepted delivery, and to take a deposit from the client large enough to cover subcontractor costs.
Q: Who owns work a subcontractor creates for my client?
The subcontractor should assign their rights to you on payment, so that you can assign them to the client under your own contract. A gap in that chain means the client may not actually own what they paid for.