Subcontractor Agreement (US) by OLL
This Subcontractor Agreement manages the relationship between a primary contractor and a subcontractor performing specific portions of work for an end client. It includes regional law variations for independent contractor classification, intellectual property ownership, and liability caps across major US states.
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.
1.2 Deliverables and Acceptance. Subcontractor will deliver the work product described in Exhibit A (the "Deliverables") by the dates in Exhibit A. Deliverables are 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.
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.
Note: Market standard for termination notice in SME subcontractor agreements is 14 to 30 days. Market-standard language: 'on (30) days' prior written notice to the other Party.' A 30-day period is more contractor-friendly; 14 days is more contractor-side-aggressive. For short fixed-price projects, consider allowing immediate termination on payment for work done.
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California note
This version is drafted for California. US contract and employment rules vary by state, so it will not transfer cleanly elsewhere. Tell GitLaw where the parties are and it adjusts the draft.
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