Subcontractor Agreement Template
A subcontractor agreement sets out the scope, pay and terms between a contractor and a subcontractor it hires to perform part of the work the contractor owes to its own client — and, unlike a direct engagement, it has to bind the subcontractor to the relevant terms of that upstream contract and protect the contractor’s relationship with that client. Download the ready-to-fill template below, or read the field-by-field checklist first — it covers what every subcontractor agreement should include.
Download the Subcontractor Agreement
A complete, ready-to-fill PDF — 18 clauses, blanks for every detail, and a signature block for both parties. Free, no email, no account. Read it and adapt it before you use it; the cover page explains what it can and cannot do for you.
Need the other party to sign it too? Send it for signature with a full audit trail and a tamper-evident seal on the finished file — they never need an account. See pricing.
This is a template, not legal advice
This document is a general-purpose template provided for information only. It is not legal advice, it does not create a lawyer–client relationship, and nobody has reviewed it against your situation.
Laws differ by country, state and province, and they change. A clause that is standard in one place can be unenforceable — or illegal — in another. Terms that are ordinary between two businesses can be void in a consumer or employment context.
Read every clause before you use it, fill in every blank, and delete anything that does not apply. For anything high-value, unusual, or that you could not afford to lose a dispute over, have a qualified lawyer in your jurisdiction review it before it is signed.
What to include in a subcontractor agreement
These are the fields and clauses a subcontractor agreement needs. Leaving one out doesn’t necessarily void the agreement, but each gap is a spot where the contractor and subcontractor can end up disagreeing about what they actually agreed to — or where the contractor ends up exposed on the prime contract for something the subcontractor did.
- Contractor & subcontractor names
- Scope of work/deliverables
- Payment terms & rate
- Deadline / timeline
- Subcontractor-status clause (not an employee)
- Flow-down obligations from the prime contract
- Confidentiality
- Non-solicitation of the owner/client
- Termination terms
- Signatures & date
What each clause is for
Contractor & subcontractor names. Use full legal names or registered business names for both parties. The document also names the owner or client under the prime contract, even though the owner is not a party to this agreement — the flow-down clause needs to identify whose contract is being flowed down.
Scope of work/deliverables.Describe the specific portion of the overall project the subcontractor is responsible for, not just a trade or job title. A subcontractor’s scope should map cleanly onto a slice of what the contractor owes the owner under the prime contract, so nothing falls in the gap between the two documents.
Payment terms & rate.The rate, invoicing schedule, payment method, and what happens if an invoice is late. This template makes the subcontractor’s payment independent of whether the owner has paid the contractor — see the FAQ below if you specifically need a “pay-if-paid” structure instead, which is not what this clause does.
Deadline / timeline.The subcontractor’s start and end dates or milestones, coordinated with the schedule set under the prime contract. For ongoing work, note whether the agreement auto-renews or has a fixed review date.
Subcontractor-status clause. States that the subcontractor is an independent business, not an employee of the contractor or of the owner — no tax withholding, no benefits, and the subcontractor controls how and when the work gets done, subject to the flow-down provisions below.
Flow-down obligations from the prime contract.The clause that makes this document a subcontractor agreement rather than a plain contractor agreement. It incorporates the parts of the prime contract that apply to the subcontractor’s scope — specifications, safety rules, insurance minimums, warranty periods, change-order and dispute procedures — and binds the subcontractor to them, even though the subcontractor never signed the prime contract itself.
Confidentiality. What information the subcontractor may not disclose or use outside the engagement — including non-public information belonging to the owner that reaches the subcontractor through the contractor — and for how long that obligation survives.
Non-solicitation of the owner/client. Stops the subcontractor from using the access this engagement gives it to the owner’s staff to solicit direct work from the owner, or to poach the owner’s relationship with the contractor, for a defined period. This clause has no equivalent in a direct independent-contractor agreement, because there is no upstream client relationship to protect.
Termination terms.How either party can end the agreement early, plus a separate trigger for what happens if the prime contract itself terminates or is suspended for reasons that have nothing to do with the subcontractor’s performance.
Signatures & date.Both the contractor and the subcontractor sign and date the agreement. An unsigned agreement is just a draft — it isn’t binding until both sides have signed it.
Common mistakes to watch for
- Reusing a plain contractor agreement. Without a flow-down clause, the subcontractor has no obligation to meet the standards the contractor promised the owner — the contractor can end up in breach of the prime contract with no recourse against the subcontractor whose work caused it.
- Flowing down the whole prime contract. Incorporating every term of the prime contract, rather than the ones that actually apply to the subcontractor’s scope, creates obligations neither party understood they were agreeing to — and commercial terms like the contractor’s own price with the owner have no business flowing down at all.
- No non-solicitation protection. A subcontractor with direct site access to the owner is well positioned to go around the contractor next time — without this clause, the contractor has no contractual basis to object.
- Assuming the owner can enforce this agreement. The owner is not a party to a subcontractor agreement and has no rights under it. If the owner needs direct recourse against the subcontractor, that requires a separate instrument, not an assumption baked into this one.
Get your agreement signed
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Not legal advice — for anything unusual, or for how flow-down and non-solicitation terms should be drafted for your prime contract and jurisdiction, have a local attorney review your agreement.