Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Subcontractor Agreement (US) by OCS
Open Contract StandardsUpdated 9 Sep 2026
US subcontractor agreement with state-specific options for worker classification and non-competes.
SUBCONTRACTOR AGREEMENT
This Subcontractor Agreement (this "Agreement") is entered into as of [effective date] (the "Effective Date") by and between:
Contractor: [contractor legal name], a [contractor state of formation] [contractor entity type] with an address at [contractor address] ("Contractor"); and
Subcontractor: [subcontractor legal name], a [subcontractor state of formation or 'individual'] [subcontractor entity type] with an address at [subcontractor address] ("Subcontractor").
Contractor and Subcontractor are each a "Party" and together the "Parties."
BACKGROUND
A. Contractor has entered into a prime contract or engagement with [client / customer name] (the "Client") to perform certain work (the "Prime Work").
B. Contractor wishes to sub-contract a portion of the Prime Work to Subcontractor, and Subcontractor is willing to perform such work on the terms set out in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set out below, the Parties agree as follows:
1. SERVICES AND DELIVERABLES
Note: This section defines exactly what the Subcontractor will do and what they will deliver. Be as specific as possible: vague scope descriptions are one of the most common sources of disputes. If the work is complex, attach a detailed scope of work as Exhibit A.
1.1 Services. Subcontractor will perform the services described in Exhibit A (Key Commercial Terms) (the "Services") in a professional and workmanlike manner, in accordance with the terms of this Agreement and any requirements of the Prime Work that Contractor has given Subcontractor in writing.
1.2 Deliverables and Acceptance. Subcontractor will deliver the work product described in Exhibit A (the "Deliverables") by the dates in Exhibit A. A Deliverable is accepted when delivered unless Contractor notifies Subcontractor in writing within [acceptance period, e.g., 10] days that a Deliverable does not materially conform to the requirements in Exhibit A and identifies the non-conformity. Subcontractor will have 10 days to correct and re-deliver. If the corrected Deliverable is still materially non-conforming, Contractor may reject it by written notice, terminate under Section 2.3(a) without a further cure period, and withhold payment for that Deliverable. Any disagreement about conformity is a dispute under Section 16.
1.3 Changes. Any material change to scope, timeline, or fees must be agreed in writing by both Parties before Subcontractor performs the changed work. Contractor may not unilaterally change the scope of the Services without Subcontractor's written consent.
Note: Avoid scope descriptions that look like 'any tasks as assigned'. That kind of unlimited scope creates classification risk and payment disputes. Define outcomes and deliverables, not just activities.
2. TERM AND TERMINATION
2.1 Term. This Agreement starts on the Effective Date and continues until [end date or 'completion of the services'], unless terminated earlier under this Section 2 (the "Term").
2.2 Termination for Convenience. Either Party may terminate this Agreement for any reason by giving the other Party at least [notice period, e.g., 14] days' written notice.
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About this template
What is this template?
This is a comprehensive B2B services subcontract that establishes an independent contractor relationship rather than employment. It includes modular state-specific options for worker classification (ABC test vs. common law) and data privacy regulations that are not found in generic service agreements. It is not an employment contract or a prime customer agreement.
When should you use it?
Use this when you have a contract with a client and need to hire an outside professional to handle specific deliverables for that client. Use a Master Service Agreement instead if the engagement is for direct internal company services without a third-party client involved.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Services and Deliverables | Requires Subcontractor to perform work in a professional manner and sets a [days] period for Contractor to notify of material non-conformity. |
| 2.2 | Termination for Convenience | Permits either Party to end the agreement for any reason by providing at least [days] written notice. |
| 3 | Fees, Invoicing, and Expenses | Obliges Contractor to pay undisputed invoices within [days] of receipt and permits interest charges of [percentage] per month on late payments. |
| 4 | Independent Contractor Status | Establishes the relationship as non-employment and provides options to comply with the ABC test in California, Massachusetts, or New Jersey. |
| 6 | Confidentiality | Prohibits disclosure of non-public information and remains effective for [years] after termination, with an indefinite survival period for trade secrets. |
| 7.2 | Ownership of Work Product | Transfers all right, title, and interest in deliverables to the Contractor only upon receipt of payment in full for those services. |
| 9 | Non-Solicitation and Non-Competition | Restricts solicitation of personnel and clients for [months] after termination and provides state-specific options for non-compete enforceability. |
| 11 | Indemnification | Requires Subcontractor to defend Contractor against third-party claims arising from intellectual property infringement or gross negligence. |
| 12 | Limitation of Liability | Caps total liability for most breaches at the amount paid by Contractor in the [months] preceding the event. |
| 16 | Dispute Resolution | Mandates a good-faith escalation process between representatives within 10 business days before either Party can commence formal legal proceedings. |
Who it's for
- a US entity subcontracting client work to an independent worker in California
- a contractor engaging a service provider where intellectual property ownership must transfer
- a business requiring specific SHIELD Act compliance for New York data processing
- an organization needing enforceable non-solicitation protections under Texas law
How long it runs and how it's signed
How long
Runs until the work is done
Stated duration
until [end date or 'completion of the services']
Notice to end it
[notice period, e.g., 14] days
Survives the end
Confidentiality, Intellectual Property and Work Product, Indemnification, General Provisions
Signed by
Contractor, Subcontractor
Witness
Not required
Notarisation
Not required
Also needed
completed IRS Form W-9
Law it's drafted under
Governed by
California Lab. Code Section 2775
Governed by
New York SHIELD Act (N.Y. Gen. Bus. Law Section 899-bb)
Refers to
18 U.S. Code Section 1833(b)
Refers to
US Foreign Corrupt Practices Act (15 U.S. Code Section 78dd-1 et seq.)
Refers to
17 U.S. Code Section 101
Governed by
Texas Business and Commerce Code Section 15.50
Jurisdiction
General (US)
Document info
GitLaw document. Document created on Wed Sep 9th, 2026. Last updated on Wed Sep 9th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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