Service Agreements & Contracts

Free Subcontractor Agreement Template (PDF)

A subcontractor agreement is used when a contractor brings in another party to help deliver work the contractor already committed to a client — it binds the subcontractor to the same confidentiality and quality terms the contractor owes that client.

When to use it

Use this when you've committed to a client engagement and need extra hands or specialized skills to deliver it — it keeps the subcontractor bound by the same obligations you already agreed to, so nothing falls through the gap between your contract and theirs.

What's typically included

• Background (the underlying client engagement)
• Scope of subcontracted work
• Compensation
• Flow-down terms (confidentiality/IP obligations)
• Classification
• Work product assignment
• Insurance
• Term and termination
• Governing law

How to fill it in

• Describe the underlying client engagement briefly in the background section — the subcontractor needs enough context to understand what obligations are flowing down to them.
• Fill in the flow-down terms carefully: whatever confidentiality or IP obligations you owe your own client should be mirrored here, so there's no gap between what you promised and what your subcontractor is bound by.
• State compensation and payment timing clearly, especially if payment to the subcontractor depends on your own receipt of payment from the client — that dependency should be explicit, not assumed.

This template is a general starting point, not legal advice — customize it and have it reviewed for your situation.

Frequently asked questions

What are "flow-down" terms, and why do they matter?

Flow-down terms pass obligations you owe your own client (confidentiality, IP assignment, quality standards) on to your subcontractor, so their work is bound by the same rules yours is — without this, there can be a gap where the subcontractor never actually agreed to terms your client is relying on.

Is an electronically signed subcontractor agreement legally binding?

Yes, under the U.S. ESIGN Act and state UETA laws, the same as any other contract.

Does the subcontractor need to know the details of my contract with my own client?

Not the full contract, but enough context to understand what they're bound by — the background section is meant to summarize the relevant parts, not necessarily attach your entire client agreement.