Subcontractor agreement template

Subcontractor agreement

Starting text for counsel. Replace every bracket. Do not ask anyone to sign until a lawyer has adapted this text to the parties and to the law that will govern it.

This subcontractor agreement is made on [Effective date] between [Contractor legal name], of [Contractor address] ("Contractor"), and [Subcontractor legal name], of [Subcontractor address] ("Subcontractor"). The Subcontractor will perform a defined part of the job at [Job]. The Contractor remains responsible to its own client for the whole job. The people on the crew are not employees of the Contractor because this page says so. Status follows the real work and the governing law.

1. The part of the job

The Subcontractor will perform [Work description] and will not perform the work listed at [Excluded work], which stays with the Contractor or with another trade. The work starts on [Start date] and the Subcontractor aims to finish its part by [Finish date]. A date in the client's schedule binds the Subcontractor only if that date is copied into this text or into a signed change. The Subcontractor supplies the labor, tools, and materials listed at [Subcontractor supplies]. The Contractor supplies what is listed at [Contractor supplies], including access to the site on the working days at [Working days]. A change to the part, the date, or the price is effective only when both parties sign the note at [Change note].

2. The prime contract

The Contractor's contract with its client is the prime contract. Only the clauses listed at [Flow-down clauses] apply to the Subcontractor, and only as far as they concern the Subcontractor's part. Counsel does not incorporate the whole prime contract by a single sentence. If a flow-down clause conflicts with this text, counsel writes which one wins at [Conflict rule]. The Subcontractor may see the listed clauses before it signs. The Contractor does not have to show unrelated commercial terms, such as its own fee. The Subcontractor does not contact the client about a change unless [Client contact] allows that contact. Instructions from the client reach the Subcontractor through the Contractor, except in an emergency on site.

3. Price and payment

The Contractor pays [Price] in [Currency] for the part. The price [Tax treatment]. The Subcontractor invoices [Invoice timing], and each invoice identifies the part it covers. The Contractor pays an undisputed invoice within [Payment days] days. If the deal is that the Contractor pays only after its client pays, counsel writes that condition at [Pay when paid] and also writes the outside date by which the Contractor must pay anyway if the law requires one. The Subcontractor does not give up a statutory right to be paid just because a bracket is silent. A disputed line is handled like any other dispute: the undisputed part is paid, and the reason is written within the payment days. Retainage, if any, is [Retainage] and it is released at [Retainage release].

4. The site

While its crew is on site, the Subcontractor follows the site rules at [Site rules], including safety briefings and hours. Those rules do not become an employment contract. The Subcontractor keeps its area clear of debris it creates and removes its tools at the end of its part. It protects finished work of other trades from damage its crew causes, and it repairs that damage or pays the reasonable cost, as [Damage] states. The Contractor tells the Subcontractor of a hidden condition it knows about, such as a service in a wall, at [Hidden conditions]. A hidden condition the Contractor did not disclose, and that a careful trade would not have seen, is a change if it adds work. The Subcontractor stops and tells the Contractor before it cuts into an unmarked service.

5. Who employs the crew

The Subcontractor employs its crew, pays their wages, and handles their taxes. It sets their hours within the site rules. The Contractor does not put a crew member on the Contractor's payroll and does not direct the method of the work beyond the result in the description. If a particular person must lead the crew, that person is [Lead]. Replacing the lead with a person of comparable skill, after notice, is not a breach. The Subcontractor does not subcontract the whole part further unless [Further subcontracting] allows it, and then it remains responsible for the further party. Counsel deletes any sentence that would misstate the real relationship, including a sentence about fixed personal hours that the facts do not match.

6. Defects

The Contractor inspects the part within [Inspection days] days of notice that it is ready. A defect is a failure against the description, not a new wish of the client. The Subcontractor corrects a defect that was present at that inspection, within [Correction days] days, at its own cost. The duty to correct lasts until [Defect end]. After that date, further work is a change. Damage caused by another trade, by the client, or by ordinary wear is not a defect in the Subcontractor's part. The Subcontractor does not cover a defect in the Contractor's own design unless [Design duty] says the Subcontractor accepted that design duty. A correction does not extend the defect end except for the item corrected.

7. Cover and records

The Subcontractor keeps the cover named at [Insurance] and gives a certificate if the Contractor asks. The Contractor does not deduct a premium from the price unless [Premium note] says so. Each party keeps the other's non-public prices and plans private for [Confidentiality period]. The Subcontractor gives the close-out items at [Close-out], such as a list of materials, before the final invoice is due. The Contractor does not withhold an undisputed final payment for a missing item the list did not require. The parties keep their own safety records. This text does not make the Contractor the custodian of the Subcontractor's employment files.

8. Ending and law

Either party may end this agreement if the other does not fix a material breach within [Cure days] days after written notice. The Contractor may also end it if the prime contract ends, and then pays for the part properly performed to that date. The Subcontractor stops work, leaves the site safe, and delivers the work in progress that has been paid for. The laws of [Governing law] govern this text. The parties name the courts of [Courts]. The Subcontractor's total liability is capped at [Liability cap], except for a liability the law does not allow the parties to cap, and except for an unpaid wage of its own crew, which is the Subcontractor's duty in any case. The signed PDF is the whole agreement about this part. This web page is not a building permit and it is not an employment contract.

Signatures

Contractor

Name: [Contractor signatory name]

Title: [Contractor signatory title]

Signature: ______________________________

Date: [Contractor signature date]

Subcontractor

Name: [Subcontractor signatory name]

Title: [Subcontractor signatory title]

Signature: ______________________________

Date: [Subcontractor signature date]