Subcontractor Agreement Template, Free Download 2026

This Subcontractor Agreement (this "Agreement") is entered into by and between [____________] ("Contractor") and [____________] ("Subcontractor"). Contractor has entered into a prime contract with [____________] ("Client") for the project described as [____________] (the "Project"). Contractor hereby engages Subcontractor to perform the portion of the work described in Exhibit A (the "Subcontract Work").

Subcontractor shall perform the Subcontract Work in strict accordance with the plans, specifications, schedules, and requirements of the prime contract to the extent applicable, and in compliance with all applicable federal, state, and local laws, codes, regulations, and ordinances. Subcontractor shall provide all labor, materials, equipment, tools, and supervision necessary to complete the Subcontract Work unless otherwise specified in Exhibit A.

Contractor shall pay Subcontractor the total sum of [$__________] for the Subcontract Work, payable as follows: [lump sum / progress payments based on milestones / time and materials at the rates set forth in Exhibit B]. Subcontractor shall submit invoices [monthly / upon completion of milestones], accompanied by lien waivers and documentation of work completed. Contractor shall pay approved invoices within [thirty (30)] days of receipt.

Contractor may withhold [_____]% of each progress payment as retainage, to be released within [thirty (30)] days of final completion and acceptance of the Subcontract Work. Contractor's obligation to pay is conditioned upon Contractor's receipt of corresponding payment from Client ("pay-if-paid" / "pay-when-paid") to the extent permitted by applicable law.

Subcontractor shall commence the Subcontract Work on [____________] and shall achieve substantial completion by [____________], subject to extensions for force majeure events and delays caused by Contractor or Client. Time is of the essence. Subcontractor shall coordinate with Contractor and other subcontractors to avoid delays. Liquidated damages of [$__________] per day shall apply for each day of delay beyond the completion date attributable to Subcontractor.

Subcontractor is an independent contractor and not an employee, agent, or joint venturer of Contractor. Subcontractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of the Subcontract Work. Subcontractor shall be responsible for all employment taxes, workers' compensation, and benefits for Subcontractor's employees.

Subcontractor shall maintain, at its own expense, the following insurance during the performance of the Subcontract Work: (a) commercial general liability insurance with limits of not less than [$__________] per occurrence; (b) workers' compensation insurance as required by law; (c) automobile liability insurance with limits of not less than [$__________]; and (d) [professional liability / builder's risk] insurance with limits of not less than [$__________]. Subcontractor shall name Contractor and Client as additional insureds and shall provide certificates of insurance prior to commencing work.

Subcontractor shall indemnify, defend, and hold harmless Contractor and Client from and against all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Subcontractor's performance of the Subcontract Work; (b) any negligent or wrongful act or omission of Subcontractor or its employees; (c) Subcontractor's failure to comply with applicable laws; or (d) any lien or claim filed against the Project by Subcontractor's suppliers or sub-subcontractors.

Subcontractor shall keep the Project free from all mechanics' liens and materialmen's liens arising from the Subcontract Work. Subcontractor shall provide conditional and unconditional lien waivers with each payment application and final payment request. If any lien is filed, Subcontractor shall promptly discharge or bond over such lien at Subcontractor's sole expense.

Subcontractor shall keep confidential all information related to the Project, including plans, specifications, pricing, and Client information, and shall not disclose such information to third parties without Contractor's prior written consent. This obligation shall survive termination of this Agreement.

Contractor may terminate this Agreement for convenience upon [seven (7)] days' written notice, in which case Subcontractor shall be paid for work satisfactorily completed through the termination date. Contractor may terminate for cause if Subcontractor fails to perform the Subcontract Work in accordance with this Agreement and fails to cure within [five (5)] days of written notice, in which case Contractor may complete the work and charge Subcontractor for any additional costs.

This Agreement shall be governed by the laws of the State of [_____________]. Disputes shall be resolved by [binding arbitration / mediation followed by litigation] in [_____________ County]. This Agreement constitutes the entire understanding between the parties and may be amended only by written instrument signed by both parties.