A subcontractor agreement that flows down the right terms from your main contract — IP assignment, confidentiality, delivery standards, and payment — so your subcontractor's performance doesn't become your liability.
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What's happening here
Subcontracting is normal — agencies, consultants, and developers do it constantly. The risk is that you remain fully liable to the client while the subcontractor performs. If the sub delivers late, delivers poorly, or leaks confidential information, you're on the hook — not them. Unless the agreement says otherwise.
You have a client contract. The scope requires more than you can deliver alone — a specialist skill, a capacity overflow, a specific deliverable outside your core expertise. You're bringing in another professional to handle a defined portion of the work while you remain the client's primary point of contact.
Without a subcontractor agreement, the IP created by the sub may not belong to your client (or to you to pass through). The sub may breach your client's confidentiality. The sub may go directly to your client and cut you out. Payment disputes between you and the sub become your operational problem. All of this happens in the absence of a proper subcontractor agreement.
A subcontractor who finishes the work and then approaches your client directly. A sub who keeps the IP they created, which you promised your client they'd own. A sub who shares your client's confidential information with no liability to you. Payment disputes where you've already paid and the sub claims they weren't. These scenarios are preventable with a properly drafted subcontractor agreement.
The right agreement for this situation
A subcontractor agreement is structurally similar to a standard IC agreement, but with three provisions that specifically address the subcontracting context: flow-down terms, no-contact restrictions, and payment conditionality.
Core document
Defines the subcontractor's scope within the larger project, their delivery obligations, payment terms, IP assignment to you (for pass-through to the client), confidentiality obligations, non-solicitation of the end client, and payment-conditional-on-client-payment terms where appropriate.
Flow-down terms
Any obligations you owe to your client that the subcontractor's performance affects — IP ownership, confidentiality, delivery standards, data protection, compliance requirements — should flow down to the subcontractor. If you breach your client contract because of the sub's performance, the sub should bear that liability.
Client protection
Prohibits the subcontractor from approaching your client directly — either to solicit work or to offer their services independently during and after the engagement. This is the clause that protects your client relationship from being circumvented by the person you brought in to help deliver it.
What BizDraft asks you
The specific deliverables the subcontractor is responsible for within the larger project. This scope should be narrow and specific — the subcontractor should know exactly what they're delivering and what they're not.
Fixed price, hourly, or milestone-based. Is payment to the subcontractor conditional on payment from the client? "Pay when paid" clauses are common in subcontracting — BizDraft drafts them with appropriate state-law awareness.
Does the client require ownership of all deliverables? Does IP transfer to you for pass-through to the client, or directly to the client? The IP chain must be unbroken — from subcontractor to you to the client.
The subcontractor may need access to your client's sensitive information to do the work. The confidentiality obligation must be at least as strong as what you owe your client — and the sub must be named as a bound party.
Sometimes you need to reveal who the end client is; sometimes you don't. BizDraft can draft the agreement with the client named or with "end client" as the anonymous designation, with a non-solicitation clause covering whoever the client is.
Your state of business, the sub's state, or the state specified in your main contract. BizDraft adjusts the IP defaults and non-solicitation enforceability language based on the governing state.
What to watch out for
If the subcontractor doesn't assign their work product to you, you can't pass ownership to the client — even if your contract with the client says you will. The IP assignment chain must be explicit: sub assigns to you, you assign (or license) to the client.
A subcontractor who knows your client is a subcontractor who can contact them directly. A non-solicitation clause that prohibits direct solicitation or independent engagement with the end client during and for a period after the engagement is the protection most missing from informal sub arrangements.
If your client delays payment or disputes the invoice, you may be caught paying the sub from your own cash flow. "Pay when paid" clauses — conditioned on receipt of payment from the client — protect you from this scenario, though enforceability varies by state and project type.
If your client's agreement with you covers a broad range of confidential information, your subcontractor agreement must cover at least the same range. A narrower confidentiality clause in the subcontractor agreement creates a gap in protection that ultimately flows back to you as a breach of your client contract.
Example
What you tell BizDraft
"I'm a web agency hired for a full site build. I'm subcontracting the copywriting to a freelance writer. Fixed $2,800 for the copy. IP assigns to me for pass-through to client. Non-solicitation of the end client for 18 months. Pay within 15 days of client payment. Client identity stays confidential. Florida."
What BizDraft generates
A subcontractor agreement with defined copy deliverables, $2,800 fixed fee, pay-when-paid clause (15 days post client payment), IP assignment from sub to agency, confidentiality covering all client information, 18-month non-solicitation of anonymous end client, Florida governing law.
Download options
Word and PDF. Reusable template — update the sub's name, deliverables, and fee for each new subcontract. Keep the IP, confidentiality, and non-solicitation clauses consistent across all your subs.
Frequently asked questions
Check your main contract. Some client agreements require disclosure or approval for any subcontracting. Others prohibit it entirely. If your contract is silent, disclosure is a professional best practice — most clients don't object to subcontracting if you remain accountable for the output quality.
In many states, yes — with limits. Courts generally enforce pay-when-paid clauses as a timing mechanism (when you receive payment, you pay the sub) but may not enforce them as a complete defense to non-payment if the client never pays at all. Some states prohibit pay-when-paid clauses in construction contracts. BizDraft flags state-specific limitations.
Your subcontractor agreement should include a quality standard that mirrors your client commitment — and a right to require corrections or withhold payment for defective work. The sub's liability for non-conforming work creates the recourse you need when defects flow up to your client relationship.
Yes. A person can be your direct contractor on some projects and your subcontractor (where you're the prime contractor) on others. The agreement type should reflect the actual relationship on each engagement — the prime/sub dynamic is specific to each project, not a permanent designation.
A subcontractor agreement that protects your client relationship and your IP chain. Free.
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