subcontractor-agreement

name	subcontractor-agreement
description	Drafts subcontractor agreements with scope delegation, payment terms, and quality requirements for service businesses.
allowed-tools	Read Write Glob
metadata	{"author":"matthewhitcham","version":"1.0"}

Subcontractor Agreement

When to Use This Skill

Use this skill when you need to:

• Draft a subcontractor agreement for delegating work on client projects
• Define scope, payment terms, and quality standards for subcontractors
• Protect your client relationships and intellectual property
• Establish confidentiality and non-solicitation terms

DO NOT use this skill for employee offer letters, vendor contracts, or client-facing contracts. This is for hiring subcontractors to help deliver your services. Always have a lawyer review before use.

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Core Principle

A SUBCONTRACTOR AGREEMENT PROTECTS THREE RELATIONSHIPS — YOU AND THE SUBCONTRACTOR, YOU AND YOUR CLIENT, AND YOUR CLIENT AND THE FINAL DELIVERABLE. COVER ALL THREE.

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Phase 1: Agreement Parameters

Required Inputs

Input	What to Ask	Default
Work to be delegated	"What tasks or deliverables will the subcontractor handle?"	No default — must be provided
Payment structure	"How will you pay — per project, hourly, milestone?"	Per project
Duration	"Is this for one project or an ongoing arrangement?"	Single project
Client confidentiality	"Does the subcontractor need to know who the end client is?"	No — white-label arrangement
IP requirements	"Who owns the work product?"	You (the hiring party) own all work product

GATE: Confirm scope and payment structure before drafting.

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Phase 2: Agreement Template

## SUBCONTRACTOR AGREEMENT

**Effective Date:** [Date]
**Contractor (You):** [Your name/business]
**Subcontractor:** [Subcontractor name/business]

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### 1. SCOPE OF WORK

Subcontractor agrees to perform the following services:
- [Deliverable/task 1 — be specific]
- [Deliverable/task 2]
- [Deliverable/task 3]

**Standards:** All work must meet [quality standards, style guides, or specifications provided by Contractor].

**Revisions:** Subcontractor will complete up to [X] rounds of revisions at no additional charge. Additional revisions billed at $[rate]/hour.

### 2. TIMELINE

- Work begins: [Date]
- Draft/milestone deadlines: [Dates]
- Final delivery: [Date]
- Late delivery: If Subcontractor misses a deadline without prior notice, Contractor may [reduce payment / reassign work / terminate].

### 3. COMPENSATION

- Total fee: $[amount] for the scope described above
- Payment schedule:
  - [50%] upon signing: $[amount]
  - [50%] upon satisfactory completion: $[amount]
- Payment method: [ACH, PayPal, check]
- Payment timing: Within [X] days of invoice
- Expenses: [Not reimbursed unless pre-approved in writing]

### 4. INTELLECTUAL PROPERTY

- All work product created under this agreement is a "work made for hire" and is owned by Contractor upon full payment.
- Subcontractor may NOT use the work in their portfolio without written permission from Contractor.
- Subcontractor warrants that all work is original and does not infringe on third-party rights.

### 5. CONFIDENTIALITY

- Subcontractor will not disclose the identity of Contractor's clients.
- All project information, client data, and business details are confidential.
- This obligation survives termination of the agreement for [2] years.

### 6. NON-SOLICITATION

- Subcontractor will not directly contact, solicit, or accept work from Contractor's clients for [12-24] months after the engagement ends.

### 7. INDEPENDENT CONTRACTOR STATUS

- Subcontractor is an independent contractor, not an employee.
- Subcontractor is responsible for their own taxes, insurance, and benefits.
- Subcontractor controls the manner and method of performing the work.

### 8. TERMINATION

- Either party may terminate with [7-14] days written notice.
- Upon termination: Subcontractor delivers all completed work. Contractor pays for work completed to date.
- Contractor may terminate immediately for quality issues, missed deadlines, or breach of confidentiality.

### 9. LIABILITY

- Subcontractor is liable for correcting defective work at no additional cost.
- Total liability is limited to the fees paid under this agreement.

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Phase 3: Quality Management

Quality Standards Addendum

Attach specific quality requirements:

## Quality Standards

**Communication:** Respond to messages within [24] hours on business days.
**File formats:** Deliver work in [specified formats].
**Style guide:** Follow [attached style guide / brand guidelines].
**Review process:** Submit work for review before client delivery — Subcontractor never delivers directly to the end client.
**Tools:** Use [specified tools or platforms] for collaboration and file sharing.

Performance Evaluation

Track subcontractor performance across projects:

Metric	Standard	Review Frequency
On-time delivery	95%+	Per project
Revision rate	Under 2 rounds average	Per project
Communication responsiveness	Under 24 hours	Ongoing
Quality score (your rating)	4/5 or higher	Per project
Client feedback (indirect)	No complaints	Per project

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Phase 4: Finalization

Agreement Checklist

• Scope is specific — deliverables, not vague descriptions
• Payment terms include amount, schedule, and method
• IP ownership is clearly assigned to you
• Confidentiality covers client identity and project details
• Non-solicitation period is defined
• Termination clause protects both parties
• Quality standards are documented
• Both parties sign and date

Onboarding the Subcontractor

1. Sign the agreement before sharing any project details
2. Provide a project brief with clear deliverables and deadlines
3. Share relevant style guides, templates, and examples
4. Set up communication channel (Slack, email thread, project management tool)
5. Schedule check-in points for draft reviews

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Anti-Patterns

• No written agreement — verbal deals with subcontractors lead to disputes about scope, payment, and IP ownership.
• Sharing client identity unnecessarily — if the subcontractor does not need to know the client, keep it white-label.
• No non-solicitation clause — without it, subcontractors can approach your clients directly and cut you out.
• Paying 100% upfront — split payments ensure the subcontractor delivers quality work before receiving full compensation.
• No revision limit — unlimited revisions at no cost incentivize sloppy first drafts.
• Letting subcontractors deliver to clients directly — always review work before it reaches your client.

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Recovery

• Subcontractor misses deadline: Enforce the late delivery clause. Have a backup subcontractor identified for critical projects.
• Quality is below standard: Provide specific feedback referencing the quality standards addendum. Give one chance to correct before reassigning.
• Subcontractor contacts your client: Enforce the non-solicitation clause. End the relationship and document the violation.
• IP dispute: Reference the work-for-hire clause. Ensure you have signed agreements before any work begins.
• Subcontractor wants to renegotiate mid-project: If the scope has not changed, hold to the agreement. If you added scope, negotiate fairly.