What’s inside the Subcontractor Agreement.
8 pages with real content in place. Rewrite them, reorder them, or add your own.
- 1Page 1Cover: both companies with numbers, offices and signatories, the five key terms, a diagram of who deals with whom (End Client and agency in front, the subcontractor behind the agency's name) and the contents with page numbers.
- 2Page 2Both sides in plain English: six commitments from the subcontractor and six from the agency, each with its clause, the key numbers, why this is not employment, and how the agreement and Project Orders fit together.
- 3Page 3Parties and background, clause 1 (defined terms: Background IP, Business Day, Client Contract, Deliverables, End Client, Fees, Flow-down Terms, Project Order, Services and more) and clause 2 (Project Orders: how work is offered, accepted and changed, and that either side may decline an order).
- 4Page 4Clauses 3–6: working under the agency's name (agency email, no own branding, no direct contact unless the agency agrees), protecting the client relationship (12-month non-solicitation of End Clients, a mutual 6-month non-poaching of staff, no non-compete), Flow-down Terms listed in each Project Order, and standards and acceptance (reasonable skill and care, 5 Business Days to review, defects fixed at no charge).
- 5Page 5Clauses 7–10: status, substitution and the off-payroll rules, fees by day rate with weekly timesheets, monthly invoices paid in 30 days whether or not the client has paid, statutory late-payment interest, expenses approved in advance, and IP assigned to the agency as it is created with Background IP licensed and moral rights waived.
- 6Page 6Clauses 11–14: confidentiality for 5 years (mutual for the subcontractor's rates and methods) with return or deletion at the end, UK GDPR sub-processing on the agency's instructions with 24-hour breach notice and the end client's authorisation, insurance (£1m professional indemnity and public liability, covering substitutes), and limits on liability (the greater of £100,000 or twice a year's Fees, £1m for confidentiality and data, a duty to mitigate).
- 7Page 7Clauses 15–17 (4 weeks' notice, immediate termination for breach or insolvency, early end if the client cancels with payment for work done, general terms, English law and courts), and signature blocks for both directors with name, title and date.
- 8Page 8Schedule 1, Project Order 01: the project, End Client, dates, place and hours, contacts, data and status, the services, 50 planned days by month at £450 (£22,500 plus £4,500 VAT), the cap, and six Client Contract terms that flow down, with sign-off by both companies.
When to use it.
Subcontractor Agreement is an 8-page contract for agencies that bring in a freelance developer's company to build client work under the agency's name, written under the law of England and Wales. It opens with the parties, key terms, a diagram of who deals with whom and a plain-English summary of both sides' duties. Seventeen numbered clauses cover Project Orders, white-label working, a 12-month non-solicitation rather than a non-compete, flow-down terms, status and substitution under the off-payroll rules, payment that doesn't wait for the client to pay, IP, confidentiality, UK GDPR, insurance and liability. It ends with signature blocks and a first Project Order with days and fees.
Made for
- Agencies signing new clients
- Freelancers and contractors
- Consultants and advisers
- Founders and small businesses
Make it yours in four steps.
Open it in Proposals and work through it, or let Docsiv AI do the first pass with your details.
- Step 1
Replace the highlighted company names, numbers, addresses and signatories on the cover and on page 3.
- Step 2
Set your day rate, payment days, notice period and non-solicitation period, and check the summary on page 2 still matches the clauses.
- Step 3
Fill in Project Order 01 for the first project: the end client, dates, planned days by month and the client-contract terms that flow down.
- Step 4
Have a lawyer review it for your situation, then send it for e-signature, and sign a new Project Order for each project.
Start from the Subcontractor Agreement now.
Questions about this template.
Something else on your mind? Ask us in the chat, bottom right of the page.
Is the Subcontractor Agreement template free?
Yes. Create a free account and it opens in Docsiv's Proposals app, ready to edit and share. The Free plan includes every Docsiv app and 500 AI credits a month.
Can I change the colours, fonts and text?
Yes, all of it. The template uses Lora and Open Sans with #ffffff, #4a2a63, #1e1b24, #3c3845, #f6f4f8, #ece5f3, and you can change any of them, rewrite every word and add or remove pages.
What can I export it as?
Proposals in Docsiv offers: Proposal pages, PDF and HTML exports. Once it's saved, you can also share it with a link.
Can Docsiv AI write the subcontractor agreement for me?
Yes. Tell Docsiv AI about the client or project and it can draft the content in this template's style, which you then review and edit. AI uses credits; the Free plan includes 500 a month.
Can my client sign it?
Yes, on Pro and Team: send the proposal for e-signature from Docsiv and follow it under Signatures. Pro sends 40 a month and Team has no limit.
Start your contract with Docsiv AI
Describe the client or the project and Docsiv AI writes a first draft of your subcontractor agreement for you to edit, share and send.