Subcontractor Agreement

Subcontractor Agreement

When to Use This Skill

Use this skill when you need to:

• Draft a subcontractor agreement for delegating work on client projects
• Define scope, payment terms, and quality standards for subcontractors
• Protect your client relationships and intellectual property
• Establish confidentiality and non-solicitation terms

DO NOT use this skill for employee offer letters, vendor contracts, or client-facing contracts. This is for hiring subcontractors to help deliver your services. Always have a lawyer review before use.

Core Principle

A SUBCONTRACTOR AGREEMENT PROTECTS THREE RELATIONSHIPS — YOU AND THE SUBCONTRACTOR, YOU AND YOUR CLIENT, AND YOUR CLIENT AND THE FINAL DELIVERABLE. COVER ALL THREE.

Phase 1: Agreement Parameters

Required Inputs

GATE: Confirm scope and payment structure before drafting.

Phase 2: Agreement Template

## SUBCONTRACTOR AGREEMENT

**Effective Date:** [Date]
**Contractor (You):** [Your name/business]
**Subcontractor:** [Subcontractor name/business]

---

### 1. SCOPE OF WORK

Subcontractor agrees to perform the following services:
- [Deliverable/task 1 — be specific]
- [Deliverable/task 2]
- [Deliverable/task 3]

**Standards:** All work must meet [quality standards, style guides, or specifications provided by Contractor].

**Revisions:** Subcontractor will complete up to [X] rounds of revisions at no additional charge. Additional revisions billed at $[rate]/hour.

### 2. TIMELINE

- Work begins: [Date]
- Draft/milestone deadlines: [Dates]
- Final delivery: [Date]
- Late delivery: If Subcontractor misses a deadline without prior notice, Contractor may [reduce payment / reassign work / terminate].

### 3. COMPENSATION

- Total fee: $[amount] for the scope described above
- Payment schedule:
  - [50%] upon signing: $[amount]
  - [50%] upon satisfactory completion: $[amount]
- Payment method: [ACH, PayPal, check]
- Payment timing: Within [X] days of invoice
- Expenses: [Not reimbursed unless pre-approved in writing]

### 4. INTELLECTUAL PROPERTY

- All work product created under this agreement is a "work made for hire" and is owned by Contractor upon full payment.
- Subcontractor may NOT use the work in their portfolio without written permission from Contractor.
- Subcontractor warrants that all work is original and does not infringe on third-party rights.

### 5. CONFIDENTIALITY

- Subcontractor will not disclose the identity of Contractor's clients.
- All project information, client data, and business details are confidential.
- This obligation survives termination of the agreement for [2] years.

### 6. NON-SOLICITATION

- Subcontractor will not directly contact, solicit, or accept work from Contractor's clients for [12-24] months after the engagement ends.

### 7. INDEPENDENT CONTRACTOR STATUS

- Subcontractor is an independent contractor, not an employee.
- Subcontractor is responsible for their own taxes, insurance, and benefits.
- Subcontractor controls the manner and method of performing the work.

### 8. TERMINATION

- Either party may terminate with [7-14] days written notice.
- Upon termination: Subcontractor delivers all completed work. Contractor pays for work completed to date.
- Contractor may terminate immediately for quality issues, missed deadlines, or breach of confidentiality.

### 9. LIABILITY

- Subcontractor is liable for correcting defective work at no additional cost.
- Total liability is limited to the fees paid under this agreement.

Phase 3: Quality Management

Quality Standards Addendum

Attach specific quality requirements:

## Quality Standards

**Communication:** Respond to messages within [24] hours on business days.
**File formats:** Deliver work in [specified formats].
**Style guide:** Follow [attached style guide / brand guidelines].
**Review process:** Submit work for review before client delivery — Subcontractor never delivers directly to the end client.
**Tools:** Use [specified tools or platforms] for collaboration and file sharing.

Performance Evaluation

Track subcontractor performance across projects:

Phase 4: Finalization

Agreement Checklist

• Scope is specific — deliverables, not vague descriptions
• Payment terms include amount, schedule, and method
• IP ownership is clearly assigned to you
• Confidentiality covers client identity and project details
• Non-solicitation period is defined
• Termination clause protects both parties
• Quality standards are documented
• Both parties sign and date

Onboarding the Subcontractor

1. Sign the agreement before sharing any project details
2. Provide a project brief with clear deliverables and deadlines
3. Share relevant style guides, templates, and examples
4. Set up communication channel (Slack, email thread, project management tool)
5. Schedule check-in points for draft reviews

Anti-Patterns

• No written agreement — verbal deals with subcontractors lead to disputes about scope, payment, and IP ownership.
• Sharing client identity unnecessarily — if the subcontractor does not need to know the client, keep it white-label.
• No non-solicitation clause — without it, subcontractors can approach your clients directly and cut you out.
• Paying 100% upfront — split payments ensure the subcontractor delivers quality work before receiving full compensation.
• No revision limit — unlimited revisions at no cost incentivize sloppy first drafts.
• Letting subcontractors deliver to clients directly — always review work before it reaches your client.

Recovery

• Subcontractor misses deadline: Enforce the late delivery clause. Have a backup subcontractor identified for critical projects.
• Quality is below standard: Provide specific feedback referencing the quality standards addendum. Give one chance to correct before reassigning.
• Subcontractor contacts your client: Enforce the non-solicitation clause. End the relationship and document the violation.
• IP dispute: Reference the work-for-hire clause. Ensure you have signed agreements before any work begins.
• Subcontractor wants to renegotiate mid-project: If the scope has not changed, hold to the agreement. If you added scope, negotiate fairly.