Clinch

General

Subcontractor Agreement Template

When your agency or freelance business brings in a subcontractor, you need a contract that protects your client relationship. This template covers the delivered work, white-label confidentiality (the subcontractor doesn't contact or mention your client), non-solicitation of the end client for 12 months, assignment of IP to you so you can pass it on, quality standards, and payment terms relative to your own client's payment. Here the Client is the agency and the Sender is the subcontractor.

Use this template — free →

Subcontractor Agreement Template

Between
Jane Rivera (Rivera Studio)
And
Alex Chen (Acme Bakery)
Total fee
$2,400.00
Deposit
$720.00
Delivery deadline
October 24, 2026

Work

The Sender will perform the work described in a full redesign of the Acme Bakery marketing website, including a new homepage, menu page, and online ordering integration for the Client's end customer, to the Client's quality standards and briefs, by October 24, 2026. The Sender communicates only with the Client unless the Client introduces them to the end customer.

White Label & Non-Solicitation

The work is delivered under the Client's brand. The Sender will not disclose their involvement or show the work publicly without the Client's permission. For 12 months after this agreement ends, the Sender will not solicit or accept work directly from any end customer introduced through this agreement.

IP Assignment

On payment, the Sender assigns to the Client all rights in the work, so the Client can transfer them to its end customer.

Payment Terms

The total fee for this engagement is $2,400.00. Invoices are payable within 30 days, or within 7 days of the Client being paid by its end customer if that is later, but in any case no later than 60 days after the invoice.

A deposit of $720.00 is due before work begins. The remaining balance is due upon completion and delivery of the final work, unless otherwise agreed in writing.

Invoices are payable within 7 days of receipt. Late payments may accrue a 1.5% monthly late fee, and work may be paused until outstanding balances are settled.

Confidentiality

Both parties agree to keep confidential any non-public business, technical, or financial information shared during this engagement, and to use it only for the purpose of completing the work described in a full redesign of the Acme Bakery marketing website, including a new homepage, menu page, and online ordering integration.

This obligation survives the completion or termination of this agreement and continues for 2 years afterward.

Termination

Either party may terminate this agreement with 14 days' written notice. If the Client terminates before completion, the Sender will be paid for all work completed up to the termination date, and the deposit is non-refundable.

If the Sender terminates, any portion of the deposit exceeding the value of work already completed will be refunded to the Client within 14 days.

Independent Contractor Relationship

The Sender is engaged as an independent contractor, not an employee, partner, or agent of the Client. The Sender is responsible for their own taxes, insurance, and benefits, and is free to accept other engagements during the term of this agreement, provided they do not conflict with the confidentiality obligations above.

Governing Law & Entire Agreement

This agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

This document represents the entire agreement between the parties regarding a full redesign of the Acme Bakery marketing website, including a new homepage, menu page, and online ordering integration and supersedes any prior discussions or proposals. Any changes must be made in writing and agreed to by both parties.

By signing below, both parties confirm they have read, understood, and agree to the terms above.

FAQ

Is a non-solicitation clause enforceable?

It depends on the jurisdiction, but a narrow one (only clients introduced by you, for 12 months) is widely accepted. This template keeps it narrow.

Is 'pay when paid' fair to subcontractors?

Only with a backstop. This template ties payment to the end client but caps it at 60 days after the invoice, whatever happens.

Who is the Client in this template?

The agency or freelancer hiring the subcontractor. The Sender is the subcontractor.

Is this Subcontractor Agreement legally binding?

Yes. Signatures collected through Clinch are Simple Electronic Signatures, valid for standard business contracts under the US ESIGN Act and the EU's eIDAS regulation. See our legality page for the full picture.

Can I customize this template?

Every section is editable before you send it — add, remove, or rewrite clauses, and fill in your own fees, deadline, and party details. Nothing is locked until you send it for signature.

How do I send it for signing?

Click "Use this template," edit the details, and send it — your client signs from their phone in about 30 seconds, no account required on their end.

Is it really free?

Yes — every Clinch account can send contracts for free (see /pricing for the exact monthly limit). No credit card required to start.

Browse all Clinch templates →