Subcontractor Agreement
When bringing in help. Covers IP assignment upstream, confidentiality, and payment flow through the primary contractor.
When to use this contract
When bringing in help. Covers IP assignment upstream, confidentiality, and payment flow through the primary contractor. This template is essential for Design, Development, Writing professionals who want clear, enforceable terms before starting any client work.
Without a written agreement, you are relying on verbal promises that will not hold up in a dispute. This contract covers the most common friction points: payment delays, scope creep, intellectual property ownership, and what happens if either party wants to end the project early. It gives you a written reference you can point to when disagreements arise, which resolves most issues before they escalate.
Use this contract before you write a single line of code, design a single asset, or deliver any work product. The few minutes it takes to customise and send this template can save you weeks of unpaid invoices and legal headaches later. Over 71% of freelancers report being paid late at least once per year; a signed contract with clear payment terms is the single most effective prevention tool.
This agreement works for both one-off projects and ongoing retainer relationships. For multi-project clients, pair it with a Statement of Work for each individual engagement so the master agreement covers the relationship while each SOW covers the specific deliverables.
What's included
Parties & Role
Primary contractor and subcontractor details
Project Scope
What the subcontractor will deliver
IP Assignment
All work becomes property of the primary contractor's client
Payment Terms
Rate, invoice schedule, and payment flow
Timeline
Deliverable deadlines
Confidentiality
NDA for the end client's information
Non-Disclosure
Cannot disclose client or project details
Quality Standards
Expected quality and revision process
Termination
Conditions for ending the agreement
Liability Limit
Subcontractor's liability cap
Non-Compete
Restrictions on working directly with the client
Governing Law
Legal jurisdiction
Key clauses explained
Every clause in this contract exists because a real freelancer lost money or legal leverage when it was missing. Here is what each section does and why it matters.
Parties & Role
Primary contractor and subcontractor details
This clause protects your interests and establishes clear expectations for both parties. Review it carefully before signing any agreement.
Project Scope
What the subcontractor will deliver
This clause protects your interests and establishes clear expectations for both parties. Review it carefully before signing any agreement.
IP Assignment
All work becomes property of the primary contractor's client
This clause protects your interests and establishes clear expectations for both parties. Review it carefully before signing any agreement.
Payment Terms
Rate, invoice schedule, and payment flow
Freelancers lose billions to late payments annually. Specifying exact amounts, due dates, and late penalties in writing gives you legal leverage and often prevents delays before they happen.
Timeline
Deliverable deadlines
This clause protects your interests and establishes clear expectations for both parties. Review it carefully before signing any agreement.
Confidentiality
NDA for the end client's information
Defining what counts as confidential protects both you and the client. It also clarifies that the obligation survives contract termination, usually for 2–5 years.
Non-Disclosure
Cannot disclose client or project details
This clause protects your interests and establishes clear expectations for both parties. Review it carefully before signing any agreement.
Quality Standards
Expected quality and revision process
This clause protects your interests and establishes clear expectations for both parties. Review it carefully before signing any agreement.
Termination
Conditions for ending the agreement
A clean exit strategy protects your income if the project ends early. Kill fees compensate you for lost time and opportunity cost when the client cancels mid-project.
Liability Limit
Subcontractor's liability cap
Without a liability cap, a single unhappy client could sue you for damages far exceeding the project fee. This clause limits your exposure to what you were actually paid.
Non-Compete
Restrictions on working directly with the client
Non-competes must be narrowly scoped. A broad restriction on working with 'any competitor' could effectively end your consulting career in that industry.
Governing Law
Legal jurisdiction
Using your home jurisdiction means any disputes are resolved under laws you understand, in courts you can physically attend, giving you a significant home-court advantage.
Plain-English Summary
When bringing in help. Covers IP assignment upstream, confidentiality, and payment flow through the primary contractor.
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Sample scenario
The situation: A prime contractor hires you for a £10,000 project. They delay your milestone payment by 60 days, then claim the end client hasn't paid them yet and that you must wait.
The risk without a contract: You bear the prime's cash-flow risk. Without milestone-based payment independent of the end client's payment, you are effectively financing the prime's business for 60+ days.
How this contract helps: Milestone payments (50/50) align payment with progress, independent of the end client's payment status. The non-solicitation clause protects the prime's relationship while allowing future work after 12 months.