Subcontractor Agreement
Customized Agreements
Subcontractor Agreement
Engage a subcontractor for a defined part of a prime contractor’s project through a source-by-source flow-down map, matched scope and payment records, defined payment events and optional retainage, project responsibility and risk matrices, and coordinated termination, transition, and final-payment terms across six substantive exhibits.
Also called: construction subcontractor contract, project subcontract agreement.
What you walk away with
A clean multi-page PDF and DOCX after you finish — not a web-form dump. Preview the document before you pay.
- PDF export
- DOCX export
- E-sign included
- No subscription
Subcontract payment timing, retainage, liens, licensing, wages, safety, indemnity, insurance, remedies, termination, public-project clauses, procurement requirements, and flow-down duties vary by governing law, prime contract, project type, tier, location, parties, and actual control.
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When this fits
Use this document when…
- A construction contractor engaging a trade subcontractor for identified site work
- A service provider delegating a defined portion of a customer project
- A supply-and-install subcontract with specifications, delivery, testing, and warranty obligations
- A subcontract that needs selected prime-contract duties translated without incorporating unseen terms
Before you start
Information you will need
- Contractor, subcontractor, customer or owner, project, jurisdiction, relationship, and the complete supplied prime-contract source set
- Scope packages, exclusions, specifications, deliverables, milestones, schedule, access, dependencies, interfaces, acceptance criteria, and evidence
- Every flowed-down duty and its exact supplied source, translation, exclusions, precedence, later changes, customer communication, notices, remedies, and lower-tier treatment
- Price model, schedule of values, invoice requirements, defined payment trigger, timing, optional retainage, expenses, taxes, changes, credits, and totals
- Personnel, lower tiers, licenses, permits, site rules, safety, compliance, quality, correction, confidentiality, data, property, IP, records, insurance, indemnity, liability, warranties, delay, suspension, termination, transition, and final payment
What you receive
- One customized Subcontractor Agreement
- Exhibit A scope, deliverables, specifications, schedule, milestones, access, and dependencies
- Exhibit B supplied prime sources, flow-down duties, exclusions, conflicts, communications, and changes
- Exhibit C price, schedule of values, invoices, payment events, retainage, expenses, taxes, and changes
- Exhibit D personnel, lower-tier, license, site, safety, compliance, quality, and correction matrix
- Exhibit E insurance, indemnity, liability, warranty, delay, suspension, data, IP, lien, and remedy matrix
- Exhibit F termination, completion, transition, property, records, warranties, final payment, and closeout
- PDF and DOCX export with electronic signature capability
Document questions
Questions about this document
What is a Subcontractor Agreement?
Engage a subcontractor for a defined part of a prime contractor’s project through a source-by-source flow-down map, matched scope and payment records, defined payment events and optional retainage, project responsibility and risk matrices, and coordinated termination, transition, and final-payment terms across six substantive exhibits.
How do I create a Subcontractor Agreement?
A construction contractor engaging a trade subcontractor for identified site work; A service provider delegating a defined portion of a customer project; A supply-and-install subcontract with specifications, delivery, testing, and warranty obligations
What should a Subcontractor Agreement include?
Contractor, subcontractor, customer or owner, project, jurisdiction, relationship, and the complete supplied prime-contract source set; Scope packages, exclusions, specifications, deliverables, milestones, schedule, access, dependencies, interfaces, acceptance criteria, and evidence; Every flowed-down duty and its exact supplied source, translation, exclusions, precedence, later changes, customer communication, notices, remedies, and lower-tier treatment; Price model, schedule of values, invoice requirements, defined payment trigger, timing, optional retainage, expenses, taxes, changes, credits, and totals; Personnel, lower tiers, licenses, permits, site rules, safety, compliance, quality, correction, confidentiality, data, property, IP, records, insurance, indemnity, liability, warranties, delay, suspension, termination, transition, and final payment
Special situations
- Only duties traced to supplied prime-contract sources flow down; unknown, unseen, unrelated, and contractor-only terms stay excluded.
- Payment timing always uses a defined event, including when the parties select a customer-payment event subject to actual terms and applicable law.
- Retainage appears only when selected and includes a calculation base, amount, maximum, reduction, release events, records, and final release.
- Safety and compliance allocation coordinates the parties’ work but does not erase duties arising from law, actual control, or conduct.
Frequently asked questions
Does the whole prime contract automatically apply?
No. Each flowed-down duty must identify a supplied source and translated obligation; unseen and excluded terms do not bind by implication.
Can this handle construction and service subcontracts?
Yes. Separate construction, service, supply-and-install, and mixed paths feed the same scope, payment, responsibility, risk, and closeout records.
How is payment timing defined?
The parties select a complete-invoice, acceptance, customer-payment, or fixed-calendar event and document the evidence, due interval, disputes, correction, and final-payment treatment.
Can the subcontractor hire lower tiers?
Yes, conditionally, with identification, qualification, consent, flow-down, safety, insurance, data, IP, records, replacement, and continuing responsibility.
What happens if the prime project is suspended or terminated?
The agreement coordinates the sourced event with stop-work, protection, demobilization, completion assistance, transition, property, records, costs, credits, retainage, and final payment.
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Locke Direct helps structure documents and workflows. It does not replace a qualified lawyer for complex, unusual, or high-risk situations.
Last reviewed August 2, 2026.