Subcontractor Agreement Template | Awesome Sign

Subcontractor Agreement Template

A subcontractor agreement is a legal document that a general contractor uses to employ a subcontractor on a building project. This contract is a legally binding agreement that describes the parameters of a minor task inside the larger project that will be done by an entity other than the general contractor. Subcontractor agreements are often entered into between the contractor and another firm, with no involvement from the customer.

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Subcontractor Agreement

If you are working as or with a subcontractor, you must know what exactly you will deal with before commencing.

Many chief contractors that appoint third-party contractors to complete their work sign-up with these agreements for assurance. These papers or bonds are contractual agreements between the two parties that enable smooth functioning.

With the aid of this agreement, if something goes wrong, you can easily sort disputes according to the terms of the bond. Read on and identify more insights about a subcontractor agreement. You will grasp many details about the agreement in this guide for the finest assistance.

Subcontractor Agreement: What Is It?

A subcontractor agreement is similar to the bonds drafted between the employees and employers. The most prominent variation between them is that the two have a different scope of work and responsibilities to meet. The most basic idea behind drafting this agreement is to mention the tasks are being subcontracted.

The bond must also mention the materials that the subcontractor must supply and the ones that thesupplier will extend. For instance, a subcontractor bond between a trainer and an outsourced trainer will comprise details about where and when the training will occur. The agreement would also contain the number of trainers that would serve. The responsibilities of each trainer and other provisions like training areas are also clearly listed in these agreements.

A chief contractor might subcontract some other tasks like electrical needs to an electric firm for construction industries. The agreement would usually mention this bond's light sockets, installations, and other details.

It can also mention supply details like cabling and more. Altogether, the basic idea of creating a subcontractor agreement is to outsource the work efficiently. In these agreements, tasks are mentioned clearly; both the parties need to agree to the terms before starting work. Doing so reduces risks and even lays down clear terms in case of disputes.

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What is the definition of a subcontractor agreement?

A subcontractor is a person or company who undertakes work for a contractor as part of a bigger project. Contractor subcontractor agreements are most popular in the construction industry, where specialised abilities are rented out to accomplish large construction projects.

A hired project manager, for example, may employ a bricklaying business to construct a new school in a new suburban development. A subcontractor agreement is thus a legal document between a contractor and a subcontractor that lays out the terms and conditions of the work to be completed.

What are the perks of subcontractors, and why are they used?

Subcontracting offers contractual work to third-party individuals and is commonly found in transport, construction, and similar industries. The role can extend some exciting benefits to main contractors.

First of all, hiring a subcontractor can save you on heavy expenses. You can hire these individuals on a short-term basis while the contractor operates a large-term project. Subcontractors can also be a cheap alternative in comparison to full-time workers. Next, these contractors also have expertise in specific niches or extend expert quality services. Subcontractors are highly beneficial for your work, and they deliver superior services that regular employees cannot provide.

What is the significance of a subcontractor agreement?

When a contractor employs a contractor, who then contracts another subcontractor to conduct work as part of a huge project, it may get quite complex. The danger here is that information will be misread, money will be missing, and work will not be finished on schedule. All of these scenarios have the potential to severely ruin a project. A subcontractor agreement ensures that all parties involved keep operations tight, focused, and consistent.

When should a contractor subcontractor agreement be used?

Depending on the size and scope of your company and projects, you may need to employ subcontractor agreements on a regular basis. A subcontractor agreement will be required each time you need to outsource services to finish a task. As a contractor or project manager, you most certainly have a solid sense of the gaps that need to be filled to complete a project. Even before taking on a new customer, you should go out to your network to get subcontractors to ensure the job is completed on time.

A subcontractor agreement will also be required if your present subcontractors are no longer able to execute their duties and must be replaced.

Finally, if extra time is needed to finish the task, you may need to employ subcontractor agreements to prolong contracts.

What is the job's scope?

A qualified project manager understands the project's goal while also keeping an eye on all of the moving components that make the project a reality. Every subcontractor agreement must be tailored to the services that are requested. When there is too much information, the job of the subcontractor becomes muddled. There is insufficient information, and it is unclear what each subcontractor is expected to do. The key to a high-quality subcontractor service agreement is that it articulates the scope of work required from the subcontractor precisely.

upon completion? Or will you pay in instalments? Whatever way you pick, make it very clear in your agreement and keep your commitments.

What Must a Subcontractor Agreement Comprise?

The details of this agreement can differ from industry to industry. Certain individuals that hire the main contractor may not need to revise their agreements for long. So, preparing a one in all bond is the most favorable key for them. Individuals may need a detailed and specific agreement to lay out the job details in other cases.

The must-haves usually come down to both parties' needs and requirements. If you need more details in your subcontractor agreement, you might need expert assistance. So, go for a well-skilled lawyer to assist you in completing the task with skill and perfection.

Tips for writing a Subcontractor Agreement

  1. Mention all the necessities of the project Outlining the portion of the assignment that comes under the subcontractor's duties is a must. List details of how the subcontractor's duties will fit perfectly well in the agreement. For instance, if the need is to write a copy for a magazine, introduce the design and other layouts to understand better the content needed.

  2. Mention the provisions and due dates As you will have to attach a copy of the agreement to your work, you must prefer to complete it at least five days before the due date. It permits time for reviewing and editing as well.

  3. Mention the payment terms You will first have to receive the payments from your clients to pay the subcontractor. Thus, if the terms in your agreement with the client are 14 days, then you prefer to keep the time duration for the subcontractor 20 to 30 days. Doing so gives you ample time to receive the client's payments, deposit them if needed and pay the contractor within time.

  4. Draft the contract and send it for review The contract should not be very long; it can be crisp paperwork that lists all necessary details. Differentiate both parties well in the contract so that all your terms and aspects are clear. Remove confusion and review it well before finalizing the contract.

  5. Mention how well you manage disputes Rather than merely relying on legalities, which are quite costly, you can settle disputes and breaches in your unique way. Doing so gives both parties enough space and time to work calmly and agree on a settlement.

  6. Final Review Once you have completed the document, a final review is a must. You and the opposite party must agree to all the listed terms to fully understand the subcontractor agreement. Look for errors and give it a final touch-up to proceed.

When and how will you pay your subcontractors?

If you're a busy contractor, you'll almost certainly use the same subcontractors again and again. Your connections are one of your most valuable assets, allowing you to charge your clients extra for access to your database of trustworthy professionals. That is why it is crucial to develop these connections and guarantee that they are paid regularly and within a fair time frame. Nothing will wreak havoc on your relationships more than failing to pay your subcontractors. When creating a subcontractor agreement, be specific about what you're willing to pay and when. Will you, for example, pay a percentage upfront and a percentage

Hiring subcontractors is quite beneficial. It can assist you in saving additional expenses and getting the finest possible services for your work. However, making a suitable subcontractor agreement is quite necessary for success. Use the given guidelines and create the finest possible agreement for seamless work. Acquire the best details and make the most benefit from your business.

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Subcontractor
Agreement Template












Prepared for:

[Client.FirstName] [Client.LastName]

[Client.Company]



Created by:

[Sender.FirstName] [Sender.LastName]

[Sender.Company]

Subcontractor Agreement


This Master Subcontractor Agreement (this “Agreement” or this “Subcontractor Agreement), is entered into
and made effective as of (add a corresponding date) (the “Effective Date”), by and between:

  • [Sender.Company], the company with offices located at ................................................................
    (add a corresponding address) (“Prime”), and

  • [Client.Company], the company with offices located a ...............................................................
    (add a corresponding address) (“Subcontractor”).


WHEREAS:

  1. Prime has existing or prospective customer contracts for which Prime may require support; and

  2. Subcontractor has been identified by Prime as a potential subcontractor as it has certain expertise
    and capabilities which may be required under such contracts; and

  3. The parties wish to set forth the terms and conditions upon which any Subcontractor support may be
    provided to Prime.

NOW THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements set
forth herein, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally
bound, agree as follows:


DEFINITIONS


The following capitalized terms will have the following definitions under this Agreement:

  1. “Contract” means Prime’s contract with the Customer for which the Subcontractor may provide
    support pursuant to Task Orders issued under this Agreement.

  2. “Customer(s)” means customers of Prime for whom Services or Deliverables are to be performed
    under a Task Order.

  3. “Deliverables” means those items, products and materials to be provided to Prime by
    Subcontractor, as specified on a Task Order.

  4. “Firm Fixed Price (FFP)” means an agreed upon fixed price for the Services and Deliverables to be
    provided pursuant to a Task Order.

  5. “Intellectual Property Rights” means world-wide, common-law and statutory rights associated with
    (i) patentable inventions, patents and patent applications, divisions, continuations, renewals,
    reissuance and extensions, thereof, (ii) copyrights, copyright applications and copyright registrations,
    “moral” rights and mask work rights, (iii) the protection of trade and industrial secrets and confidential
    information, and (iv) trademarks, trade names, service marks, and logos (collectively “Trademarks”).

  6. “Open Source” means any software having license terms that require, as a condition of use,
    modification, or distribution of the software that such software or other software combined or

distributed with such software be (i) disclosed or distributed in source code form, (ii) licensed for
the purpose of making derivative works, and (iii) redistributable at no charge.

  1. “Other Direct Costs” means costs normally incurred in the operation of a business, such as
    postage, telephone and internet charges, office supplies and overhead.

  2. “Party or Parties” means the signatories to this Agreement when referred to, respectively,
    individually or collectively.

  3. “Pre‐Existing Intellectual Property” means any Intellectual Property that has been conceived or
    developed by either party or any third party before Subcontractor renders any services under this
    Agreement or any Task Order or that is conceived or developed at any time wholly independently of
    the Services and Deliverables.

  4. “Services” means all work performed by Subcontractor under this Agreement pursuant to a Task
    Order, as well as materials used by Subcontractor in performing its obligations under a Task Order.

  5. “Task Order” means a written document executed by the Parties authorizing Subcontractor to
    perform Services and/or provide Deliverables in accordance with such Task Order. For clarity, any
    contract for services entered into through an online freelance or similar website shall be construed as
    a Task Order under the terms of this Agreement.

  6. “Time and Materials (T&M)” means Services performed at an hourly rate wherein the actual cost of
    hours worked and materials used in the performance of the Services are charged to Prime.
    Equipment and other depreciable assets are not to be charged.

WORK AUTHORIZATION


Prime shall have no obligation to award any work or Task Order under this Agreement. However, should
any work be awarded to the Subcontractor, the parties agree that such work will be subject to the terms and
conditions of this Agreement. The Subcontractor shall, in accordance with Task Orders issued by Prime and
agreed to by Subcontractor, perform work assignments to provide expert Services, advice, and/or
Deliverables. A Task Order shall be considered in effect and duly authorized only upon written agreement of
both parties.


TASK ORDERS


Each Task Order shall provide, at a minimum, the following data:

  1. Statement of Work or Description of Services and Deliverables
  2. Deliverables and Schedules
  3. Period of Performance or Duration of the Services
  4. Hourly Rate(s) (if T&M)
  5. Estimated Travel (if applicable, and not included in the FFP)
  6. Price (per Deliverable and/or milestone if FFP)

All Task Orders incorporate the terms and conditions of this Subcontract, whether stated explicitly or not. In
the event of conflict or inconsistency between a Task Order and this Agreement, the terms and conditions of
this Agreement shall take precedence, unless specifically stated otherwise in the Task Order.


TERM


Unless otherwise terminated as provided herein, the term of this Subcontractor Agreement shall start on the
Effective Date and end of the year (add a corresponding number) thereafter. Should a Task Order be
authorized during the term of this Agreement, which provides for completion subsequent to the end date of
this Agreement, then the Task Order shall be additionally construed as a written modification of this
Agreement, which extends the end date of this Agreement to coincide with the Task Order completion date.

COMPENSATION


  1. Labor. Prime shall compensate the Subcontractor in accordance with the applicable Task Order. All
    T&M work will be paid for at the applicable hourly rate(s) specified in the Task Order irrespective of
    the number of hours per week actually worked by the Subcontractor. Unless otherwise specifically
    agreed to in advance by Prime, Contractor is solely responsible for the payment of any overtime
    compensation to its employees and will not seek any such compensation from Prime. By execution
    hereof, Subcontractor certifies that the rates charged by Subcontractor do not exceed the lowest rate
    charged to others for services of the same nature as are to be provided under this Agreement.
  2. Travel. Travel is not anticipated under any Task Order. Should travel be necessary, all travel must be
    pre-approved by Prime. Prime will not reimburse Subcontractor for any expenses related to travel
    that were not pre-approved by Prime in writing. If any travel is approved by Prime, Prime will
    reimburse the Subcontractor on an actual cost basis, without any markup or handling fees, for
    reasonable and substantiated expenses necessarily incurred by Subcontractor in performance of the
    work under a Task Order. Hours expended for travel time are not reimbursable and shall not be
    billed unless otherwise expressly approved by Prime.
  3. Other Direct Costs. Subcontractor is not authorized to incur any Other Direct Costs and Prime will
    not reimburse Subcontractor for any Other Direct Costs, including but not limited to, telephone calls,
    books, office supplies, postage, and shipping. If Other Direct Costs are specifically identified as
    reimbursable, in writing, in a Task Order, Prime will reimburse Subcontractor accordingly. Any such
    Other Direct Costs will be invoiced to Prime at actual cost, without any markup or handling fees.
  4. Taxes. Prime will pay or reimburse the Subcontractor for value added tax, GST, HST, sales and use
    or any similar transaction taxes imposed on the Services and/or Deliverables sold to Prime under a
    Task Order provided such taxes are statutorily imposed either jointly or severally on Prime. Prime
    shall not pay or reimburse the Subcontractor for any taxes which are statutorily imposed on the
    Subcontractor, including but not limited to taxes imposed on the Subcontractor’s net or gross income,
    capital, net worth, property, or any employment related taxes on the Subcontractor or the
    Subcontractor’s employees, agents or subcontractors. If Prime is required by law to make any
    deduction or to withhold from any sum payable hereunder, then the sum payable by Prime shall be
    paid to the Subcontractor net of such legally required deduction or withholding. Any such taxes will
    be itemized separately in the Subcontractor’s invoices.

INVOICING & PAYMENT TERMS


  1. Invoicing Instructions. Subcontractor shall submit a separate invoice for each Task Order, in
    accordance with the instructions contained in the applicable Task Order.
  2. Invoice Approval. Invoices shall be approved only if charges are in accordance with a duly
    authorized Task Order, the Subcontractor is performing the Services in accordance with Task Order
    requirements, Deliverables specified are delivered according to schedule and are of an acceptable
    quality, and, if the Task Order is T&M, the charges are reasonable for work performed.
  3. Payment Terms. Prime shall pay Subcontractor within a number days after a valid and approved
    invoice is received by Prime.

SET-OFF


Prime shall have the right at any time to set-off any amounts now or hereafter owing by Subcontractor to
Prime under any Task Order or otherwise, against amounts which are then or may thereafter become due
or payable to Subcontractor under this Agreement.


CHANGES


Upon notice to Subcontractor, Prime may change any requirement in a Task order relating to undelivered
Services and/or Deliverables. If such change reasonably affects the price or schedule, the Subcontractor
will notify Prime within number business days of such, and the parties will negotiate an equitable adjustment
in the fees, charges and/or schedule and make appropriate amendments to the applicable Task Order.
Prime shall have no obligation to the Subcontractor for any changes to a Task Order that were not
authorized in writing by Prime.


CUSTOMER INTERACTIONS


  1. Customer Contact. During the period of performance of a Task Order, the Subcontractor may have
    direct communication with the Customer, limited solely to those communications necessary to affect
    provision of Services and/or Deliverables.
  2. New and Follow-On Business. If while delivering Services the Subcontractor becomes aware of the
    existence of potential follow‐on work or additional opportunities specifically related to the Services,
    the Subcontractor will disclose such information to Prime.

EXCLUSIVITY


Subcontractor understands that by signing this Agreement, it is appointing Prime as an exclusive
representative with respect to Customers to whom Subcontractor is introduced and/or to whom
Subcontractor is assigned by Prime, as to the subject matter of Prime’s retention of Subcontractor
hereunder. Subcontractor agrees that the relationship between Subcontractor and any such Customers, for
purposes of this Agreement and whether or not this Agreement or any Task Orders hereunder is/are
terminated, begins upon the initial disclosure of a potential assignment to Subcontractor by Prime. During
the term of this Agreement and for number months following termination of this Agreement, Subcontractor
shall not, directly or indirectly, either as an organization, as an individual, as an employee or member of a
partnership, or as an employee, officer, director or stockholder of any corporation, or in any other capacity,
solicit or accept, or advise anyone else to solicit or accept, any business that competes directly with Prime
from any such Customers, or from the personnel of any Customers to whom Subcontractor was introduced
pursuant to this Agreement. In addition, Subcontractor shall not directly or indirectly use or make available
to any person, firm, or corporation the knowledge of the business of Prime gained by Subcontractor during
the term of this Agreement.


INTELLECTUAL PROPERTY RIGHTS


  1. Retained Rights. Each party will retain all right, title, and interest in and to its own Pre‐Existing
    Intellectual Property irrespective of any disclosure of such Pre‐Existing Intellectual Property to the
    other party, subject to any licenses granted herein.
  2. Pre‐Existing Intellectual Property. Subcontractor will not use any Subcontractor or third party Pre‐
    Existing Intellectual Property in connection with this Agreement unless Subcontractor has the right to
    use it for Prime or the Customer’s benefit. If Subcontractor is not the owner of such Pre‐Existing
    Intellectual Property, Subcontractor will obtain from the owner any rights as are necessary to enable
    Subcontractor to comply with this Agreement.
  3. Subcontractor grants Prime a non‐exclusive, royalty‐free, worldwide, perpetual and irrevocable
    license in Subcontractor and third party Pre‐Existing Intellectual Property, to the extent such Pre‐
    Existing Intellectual Property is incorporated into any Deliverable, with the license including the right
    to make, have made, sell, use, reproduce, modify, adapt, display, distribute, make other versions of
    and disclose the property and to sublicense others to do these things.
  4. Subcontractor will not incorporate any materials from a third party, including Open Source or
    freeware, into any Deliverable unless (i) Subcontractor clearly identifies the specific elements of the
    Deliverable to contain third party materials in the applicable Task Order, (ii) Subcontractor identifies
    the corresponding third party licenses and any restrictions on use thereof in the applicable Task
    Order, and (ii) approval is given by Prime as evidenced by a signed Task Order (or other written and
    fully executed agreement). Subcontractor represents, warrants and covenants that Subcontractor
    has complied and shall continue to comply with all third party licenses (including all open source
    licenses) associated with any software components that will be included in the Deliverables or any
    other materials supplied by Subcontractor. Subcontractor shall indemnify Prime against any losses

           and liability incurred by Prime and any Customer due to failure of Subcontractor to meet any of the
           requirements in any of the third party licenses.

  1. Ownership of Deliverables. Subject to Subcontractor and third party rights in Pre‐Existing
    Intellectual Property, all Deliverables, whether complete or in progress, and all Intellectual Property
    Rights related thereto shall belong to Prime, and Subcontractor hereby assigns such rights to Prime.
    Subcontractor agrees that Prime will own all patents, inventor’s certificates, utility models or other
    rights, copyrights or trade secrets covering the Deliverables and will have full rights to use the
    Deliverables without claim on the part of Subcontractor for additional compensation and without
    challenge, opposition or interference by Subcontractor and Subcontractor will, and will cause each of
    its Personnel to, waive their respective moral rights therein. Subcontractor will sign any necessary
    documents and will otherwise assist Prime in securing, maintaining and defending copyrights or
    other rights to protect the Deliverables in any country. Subcontractor, its agents, employees, and
    Subcontractors will deliver the Deliverables to Prime in accordance with the schedule included
    in a Task Order.
  2. No Rights to Prime Intellectual Property. Except for the limited license to use materials provided
    by Prime as may be necessary in order for Subcontractor to perform Services under this Agreement,
    Subcontractor is granted no right, title, or interest in any Prime Intellectual Property.

CONFIDENTIALITY


  1. Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean
    information or material proprietary to a Party or designated as confidential by such Party (the
    “Disclosing Party”) and all information provided by a Customer, as well as information about which a
    Party (the “Receiving Party”) obtains knowledge or access, through or as a result of this Agreement
    (including information conceived, originated, discovered or developed in whole or in part by
    Subcontractor pursuant to a Task Order). Confidential Information does not include: a) information
    that is or becomes publicly known without restriction and without breach of this Agreement or that is
    generally employed by the trade at or after the time the Receiving Party first learns of such
    information; b) generic information or knowledge which the Receiving Party would have learned in
    the course of similar employment or work elsewhere in the trade; c) information the Receiving Party
    lawfully receives from a third party without restriction on disclosure and without breach of a
    nondisclosure obligation; d) information the Receiving Party rightfully knew prior to receiving such
    information from the Disclosing Party to the extent such knowledge was not subject to restrictions on
    further disclosure; or (e) information the Receiving Party develops independent of any information
    originating from the Disclosing Party.
  2. Prime Confidential Information. The following constitute Confidential Information of Prime and
    should not be disclosed to third parties: the Deliverables, discoveries, ideas, concepts, software in
    various states of development, designs, drawings, specifications, techniques, models, data, source
    code, source files and documentation, object code, documentation, diagrams, flow charts, research,
    development, processes, procedures, “know-how”, marketing techniques and materials, marketing
    and development plans, customer names and other information related to customers, price lists,
    pricing policies and financial information, this Agreement and the existence of this Agreement, the
    relationship between Prime and a Customer, and any Task Order issued under this Agreement.
    Subcontractor will not use Prime or Customer names, likenesses, or logos (Prime or Customer
    “Identity”). Subcontractor will not use or reference Prime or Customer Identity, directly or indirectly, in
    conjunction with any other clients or potential clients, any client lists, advertisements, news releases
    or releases to any professional or trade publications.
  3. Non-Disclosure. The Parties hereby agree that during the term hereof and at all times thereafter,
    and except as specifically permitted herein or in a separate writing signed by the Disclosing Party,
    the Receiving Party shall not use, commercialize or disclose Confidential Information to any person
    or entity. Upon termination, or at any time upon the request of the Disclosing Party, the Receiving
    Party shall return to the Disclosing Party all Confidential Information, including all notes, data,
    reference materials, sketches, drawings, memorandums, documentations and records which in any
    way incorporate Confidential Information.
  4. Right to Disclose. With respect to any information, knowledge, or data disclosed to Prime by the
    Subcontractor, the Subcontractor warrants that the Subcontractor has full and unrestricted right to
    disclose the same without incurring legal liability to others, and that Prime shall have full and
    unrestricted right to use and publish the same as it may see fit. Any restrictions on Prime’s use of any

information, knowledge, or data disclosed by Subcontractor must be made known to Prime as soon
as practicable and in any event agreed upon before execution of a Task Order.

CONFLICT OF INTEREST


Subcontractor represents that its execution and performance of this Agreement does not conflict with or
breach any contractual, fiduciary or other duty or obligation to which Subcontractor is bound. Subcontractor
shall not accept any Task Order from Prime or work from any other business organizations or entities which
would create an actual or potential conflict of interest for the Subcontractor or which is detrimental to
Prime’s business interests.

TERMINATION


  1. Prime may terminate this Agreement and/or an individual Task Order for its convenience, without
    liability at any time, upon prior written notice to Subcontractor.
  2. Subcontractor may terminate this Agreement upon thirty days prior written notice provided there are
    no open Task Orders at the time notice is given.
  3. Prime may terminate this Agreement and/or any open Task Orders immediately for cause if the
    Subcontractor fails to perform any of its obligations under this Agreement or any Task Order issued
    hereunder or if Subcontractor breaches any of the warranties provided herein and fails to correct
    such failure or breach to Prime’s reasonable satisfaction within ten (10) calendar days (unless
    extended by Prime) following notice by Prime. Prime shall be entitled to seek and obtain all
    remedies available to it in law or in equity.
  4. Upon termination of any Task Order issued hereunder, Subcontractor will immediately provide Prime
    with any and all work in progress or completed prior to the termination date. As Prime’s sole
    obligation to Subcontractor resulting from such termination, Prime will pay Subcontractor an
    equitable amount as determined by Prime for the partially completed work in progress and the
    agreed to price for the completed Services and/or Deliverables provided and accepted prior to the
    date of termination.
  5. Upon termination or expiration of this Agreement or a Task Order issued hereunder, whichever
    occurs first, Subcontractor shall promptly return to Prime all materials and or tools provided by Prime
    or Customer under this Agreement and all Confidential Information provided by Prime or Customer to
    Subcontractor.
  6. Any provision of this Agreement that, by its language or context implies its survival, shall survive any
    termination or expiration of this Agreement.

SUBCONTRACTING


Subcontractor may not subcontract, either in whole or in part, Services authorized by a Task Order without
prior written consent of Prime. If Prime Contracts consents to subcontracting of any portion of the work to
be performed under a Task Order, the Subcontractor must first obtain, from each subcontractor, a written
agreement that is the same as, or comparable to, the following Sections of this Agreement: Customer
Interactions, Exclusivity, Intellectual Property Rights, Confidentiality, Conflict of Interest, Subcontracting,
Warranties, Indemnification, Limitation of Liability, Insurance and any other flow-down provisions contained
in the applicable Task Order.

WARRANTIES


Subcontractor warrants that:


  1. the Services and Deliverables are original and do not infringe upon any third party’s patents,
    trademarks, trade secrets, copyrights or other proprietary rights,
  2. it will perform the Services hereunder in a professional and workmanlike manner,
  3. the Deliverables Subcontractor provides to Prime are new, of acceptable quality free from defects in
    material and workmanship and will meet the requirements and conform with any specifications set
    forth in any Task Order entered into under this Agreement,
  4. it will take commercially reasonable precautions to prevent the introduction of Harmful Code in
    Deliverables and correspondence and other materials prior to delivery to Prime. “Harmful Code”
    shall include, without limitation, any code containing viruses, Trojan horses, worms or like destructive
    code, code that self-replicates or code that contains a “timeout” feature to prevent access and use at
    some future date,
  5. it has all necessary permits and is authorized to do business in all jurisdictions where Services are to
    be performed,
  6. it will comply with all applicable federal and other jurisdictional laws in performing the Services,
  7. it has all rights to enter into this Agreement and there are no impediments to Subcontractor’s
    execution of this Agreement or Subcontractor’s performance of Services hereunder.

INDEMNIFICATION


Subcontractor shall defend, indemnify, protect and hold harmless Prime, the Customer, and each of their
officers, employees and agents from and against any and all losses, demands, attorneys’ fees, expenses,
costs, damages, judgments, liabilities, causes of action, obligations or suits resulting from (1) any negligent
act or omission or willful misconduct of Subcontractor, its personnel or approved subcontractors, (2) the
breach of any provision of this Agreement by Subcontractor or its personnel or any approved
subcontractors of Subcontractor, or (3) any claim that Intellectual Property provided by the Subcontractor
under this Agreement infringes or misappropriates any third party Intellectual Property Right.

LIMITATION OF LIABILITY


  1. EXCEPT AS SET FORTH BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY
    SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES NOR FOR LOSS OF DATA,
    PROFITS OR REVENUE, COST OF CAPITAL OR DOWNTIME COSTS, NOR FOR ANY
    EXEMPLARY OR PUNITIVE DAMAGES, ARISING FROM ANY CLAIM OR ACTION, INCIDENTAL
    OR COLLATERAL TO, OR DIRECTLY OR INDIRECTLY RELATED TO OR IN ANY WAY
    CONNECTED WITH, THE SUBJECT MATTER OF THE AGREEMENT, WHETHER SUCH
    DAMAGES ARE BASED ON CONTRACT, TORT, STATUTE, IMPLIED DUTIES OR OBLIGATIONS,
    OR OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. NOTWITHSTANDING THE FOREGOING, ANY PURPORTED LIMITATION OR WAIVER OF
    LIABILITY SHALL NOT APPLY TO SUBCONTRACTOR’S OBLIGATION UNDER THE
    INDEMNIFICATION OR CONFIDENTIAL INFORMATION SECTIONS OF THIS AGREEMENT OR
    EITHER PARTY’S LIABILITY TO THE OTHER FOR PERSONAL INJURY, DEATH OR PHYSICAL
    DAMAGE TO PROPERTY CLAIMS.

INSPECTION & ACCEPTANCE


  1. Non-Conforming Services and Deliverables. If any of the Services performed or Deliverables
    delivered do not conform to Task Order requirements, Prime may require the Subcontractor to
    perform the Services again or replace or repair the non-conforming Deliverables in order to bring
    them into full conformity with Task Order requirements, at Subcontractor’s sole cost and expense.
    When the defects in Services and/or Deliverables cannot be corrected by re-performance, Prime
    may: (a) require Subcontractor to take necessary action, at Subcontractor’s own cost and expense,
    to ensure that future performance conforms to the requirements and/or (b) reduce any price payable
    under the applicable Task Order to reflect the reduced value of the Services performed and/or
    Deliverables delivered by Subcontractor and accepted by Prime.
  2. Cover. If Subcontractor fails to promptly conform the Services and/or Deliverables to the Task Order
    requirements or specifications, or take action deemed by Prime to be sufficient to ensure future
    performance of the Task Order in full conformity with Task Order requirements, Prime may (a) by
    contract or otherwise, perform the services or subcontract to another subcontractor to perform the
    Services and reduce any price payable by an amount that is equitable under the circumstances and
    charge the difference in re-procurement costs back to Subcontractor and/or (b) terminate the Task
    Order and/or this Agreement for default.

INSURANCE


Subcontractor shall maintain adequate insurance coverage and minimum coverage limits for its business as
required by any applicable law or regulation, including Workers’ Compensation insurance as required by
any applicable law or regulation, or otherwise as determined by Subcontractor in its reasonable discretion.
Subcontractor’s lack of insurance coverage shall limit any liability Subcontractor may have under this
Agreement or any Task Order issued hereunder.


MISCELLANEOUS


       1. Assignment. Subcontractor shall not assign any rights of this Agreement or any Task Order issued
           herein, and no assignment shall be binding without the prior written consent of Prime. Subject to the
           foregoing, this Agreement will be binding upon the Parties’ heirs, executors, successors and assigns.
       2. Governing Law. The Parties shall make a good-faith effort to amicably settle by mutual agreement
           any dispute that may arise between them under this Agreement. The foregoing requirement will not
           preclude either Party from seeking injunctive relief as it deems necessary to protect its own interests.
           This Agreement will be construed and enforced in accordance with the laws of the Province of
           province, Canada, including its recognition of applicable federal law, but excluding such jurisdiction’s
           choice of law rules. The Parties consent to the exclusive jurisdiction and venue in province, Canada
           for the enforcement of any arbitration award or other judicial proceeding concerning this Agreement.
           Any judgment issued by such court shall award the prevailing Party its reasonable attorney’s fees
           and related costs. Both Parties agree that the occurrence of a dispute shall not interfere with either
           Party’s performance or other obligations under this Agreement.
       3. Notice. All notices required under this Agreement will be in writing and will be sent to the address of
           the recipient specified above. Any such notice may be delivered by hand, by overnight courier or by
           first class pre‐paid letter, and will be deemed to have been received: (1) if delivered by hand ‐ at the
           time of delivery, (2) if delivered by overnight courier ‐ 24 hours after the date of delivery to courier
           with evidence of delivery from the courier, (3) if delivered by first class mail – three (3) business days
           after the date of mailing.
       4. Injunctive Relief. Subcontractor acknowledges it would be difficult to fully compensate Prime for
           damages resulting from any breach by Subcontractor of the provisions of the following Sections of
           this Agreement: Exclusivity, Intellectual Property Rights, Confidentiality, Subcontracting, and
           Warranties. Accordingly, in the event of any actual or threatened breach of such provisions, Prime
           will, in addition to any other remedies that it may have, be entitled to temporary and/or permanent
           injunctive relief to enforce such provisions.
       5. Severability. The Parties recognize the uncertainty of the law with respect to certain provisions of
           this Agreement and expressly stipulate that this Agreement will be construed in a manner that
           renders its provisions valid and enforceable to the maximum extent possible under applicable law. To
           the extent that any provisions of this Agreement are determined by a court of competent jurisdiction
           to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as

           to make them enforceable and the validity and enforceability of the remainder of such provisions and
           of this Agreement will be unaffected.
       6. Independent Contractor. Nothing contained in this Agreement shall create an employer and
           employee relationship, a master and servant relationship, or a principal and agent relationship
           between Subcontractor and/or any Subcontractor employee(s) and Prime. Prime and Subcontractor
           agree that Subcontractor is, and at all times during this Agreement shall remain, an independent
           Subcontractor. The Subcontractor shall at all times be responsible for all Subcontractor’s
           employees’, agents, and subcontractor’s actions, shall be responsible for any applicable taxes or
           insurance, and shall comply with any applicable public laws or regulations.
       7. Force Majeure. Neither Party shall be liable for any failure to perform under this Agreement when
           such failure is due to causes beyond that Party’s reasonable control, including, but not limited to, acts
           of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood,
           earthquakes, accident, and prolonged shortage of energy. In the event of such delay the date of
           delivery or time for completion will be extended by a period of time reasonably necessary by both
           Subcontractor and Prime. If the delay remains in effect for a period in excess of thirty days, Prime
           may terminate this Agreement immediately upon written notice to Subcontractor.
       8. Entire Agreement. This document and all attached or incorporated documents contains the entire
           agreement between the Parties and supersedes any previous understanding, commitments or
           agreements, oral or written. Further, this Subcontractor Agreement may not be modified, changed,
           or otherwise altered in any respect except by a written agreement signed by both Parties.

IN WITNESS WHEREOF, this Subcontractor Agreement was signed by the Parties under the hands of their
duly authorized officers and made effective as of the Effective Date.

[Sender.Company]                                                              [Client.Company]








[Sender.FirstName] [Sender.LastName]                            [Client.FirstName] [Client.LastName]