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.
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:
Is there a subcontractor agreement file to download?
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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?
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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?
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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?
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Only if your contract with the client says so. Many services agreements require consent before subcontracting; see the assignment and subcontracting clause.