Free Subcontractor Agreement Template

The parties, and what sits above them. An independent contractor agreement runs between an end client and a self-employed person doing the work directly. A subcontract runs between two businesses, and the one on top has already promised that same work to a project owner. That drives most of the clauses: flow-down duties, insurance naming the prime as an additional insured, lien rights against the property, and money that travels down a chain instead of arriving on net-30 terms.

It passes obligations from the prime contract into the subcontract, so the sub owes the prime what the prime owes the owner — schedule, warranty periods, safety programs, sometimes dispute-resolution rules. Without one, you can answer to an owner for a standard your sub never agreed to meet. Attach the prime contract, pricing redacted, as an exhibit: a flow-down clause pointing at a document the sub has never seen tends to collapse the first time somebody pushes back.

They read alike and behave very differently. Pay-when-paid is a timing term: the sub is paid a set number of days after the prime is paid, and if the owner never pays, the prime still owes the money eventually. Pay-if-paid is a condition that shifts the risk of a non-paying owner onto the sub. Several states restrict it or demand unmistakable wording before enforcing it. General information, not legal advice.

Ask for one and read it, because the clause is only worth the coverage standing behind it. Confirm the liability limits match what you required, that workers' compensation covers the sub's crew, that your company appears as an additional insured, and that the policy period genuinely spans the job. Coverage expiring mid-project is the routine failure — a certificate collected in March for a build running through November proves nothing in October. Put the renewal date in your own calendar.

Retainage is a slice of each progress payment held until the work is finished and accepted — often five or ten percent, though public projects and several states cap the figure or force release at substantial completion. It funds punch-list corrections if a sub walks away with items open. Write down the percentage, what triggers release, and how many days after final acceptance the money moves, because “released at project close” funds a year of arguments.

They are the exchange that keeps the property clear. A conditional waiver takes effect only once payment clears; an unconditional one takes effect immediately; each comes in a progress version and a final version. The rhythm that works: the sub invoices with a conditional progress waiver, you pay, and the following invoice carries the waiver for the prior period. Collect them from second-tier subs and suppliers too, since a lien can arrive from a party you never contracted with.

Yes, and the change orders matter more than people expect. tuyaform captures a simple electronic signature (SES) — the level the ESIGN Act, UETA, and the EU's eIDAS regulation recognize for ordinary commercial agreements — then seals the finished PDF with a Certificate of Completion recording who signed and when. Whether a particular contract is enforceable still depends on its terms and your jurisdiction. The free plan includes 30 emailed signature requests a month, and sharing a signing link is unlimited.