Partnerships · Template

Subcontractor agreement template (Plain English)

A subcontractor agreement brings in help on a client project, passing down the right terms from your client contract. Describe your deal in a sentence and Lex drafts it, with Plain English beside every clause.

Draft this with Lex

Free for the other side

Lex drafts it in Plain English beside the legal wording. Share one link; both sides agree and sign.

What is a subcontractor agreement?

A subcontractor agreement is what a studio or agency signs with someone it brings in to deliver part of a client project. The key idea is flow-down: the duties you owe your client (deadlines, confidentiality, IP, quality) pass to the subcontractor for their part, so you are not left promising things you cannot hold anyone to. It also usually covers whether the subcontractor may deal with your client directly.

Also called: subcontract, sub-consultancy agreement, subcontract agreement, subcontractor contract.

What are you deciding in a subcontractor agreement?

  • The part of the project they deliver, and the deadline
  • Which client terms flow down to them
  • When they get paid (on your client paying you, or on fixed dates)
  • IP: they assign to you so you can assign to the client
  • Whether they can approach your client directly

The clauses, in Plain English

Example wording Lex starts from, with what each clause means. Your draft is written around your deal, so the wording changes with it.

Legal wording · example

1Flow-down

The Subcontractor shall perform the Services in accordance with the obligations of the Contractor under the Head Contract, so far as they relate to the Services.

In Plain English

Whatever you promised the client about this part of the work, the subcontractor promises you.

How this clause works →

Legal wording · example

2Intellectual property

The Subcontractor assigns to the Contractor all rights in the Deliverables, with full title guarantee, on creation.

In Plain English

What they make belongs to you, so you can pass it to your client.

How this clause works →

Legal wording · example

3Payment

The Contractor shall pay undisputed invoices within [30] days of receipt.

In Plain English

You pay their invoices within the days agreed, unless you dispute the invoice.

How this clause works →

Legal wording · example

4Non-solicitation

During the term and for [6] months after, the Subcontractor shall not solicit the Client for services of the kind supplied under this agreement.

In Plain English

For a set period they do not pitch your client for the same kind of work.

Does the law where you are change a subcontractor agreement?

The governing-law clause decides which legal system reads the contract. Some rules, such as how documents are signed, time limits for claims and terms that cannot be excluded, differ by place. These pages cite the legislation:

Frequently asked questions

Is there a subcontractor agreement file to download?

No, there is no blank Word or PDF file. You describe the deal in a sentence, Lex drafts the subcontractor agreement with your details already in it, and you share one link. The other side reads it in Plain English, suggests changes and signs in the browser, free.

What is a flow-down clause?

A clause that passes the relevant duties in your contract with the client down to your subcontractor, so both contracts line up.

Is 'pay when paid' allowed?

It depends on the jurisdiction and the industry. In some places, such clauses are restricted for certain contracts (construction in the UK is one example). Check before relying on one.

Does the client need to approve a subcontractor?

Only if your contract with the client says so. Many services agreements require consent before subcontracting; see the assignment and subcontracting clause.