Freelance Subcontract Template

Freelance Subcontract Agreement

This Freelance Subcontract Agreement (the Agreement) is entered into as of by and between Prime Contractor: , with Address: , and Subcontractor (Freelancer): , with Address: .

Recitals

WHEREAS, Prime Contractor has entered into or is negotiating contracts with third parties for services requiring specialized freelance work and desires to engage Subcontractor to perform a portion of such services under the terms set forth herein;

WHEREAS, Subcontractor represents that Subcontractor has the skill, experience, and capacity to perform the services described in this Agreement and is willing to perform such services as an independent contractor; and

WHEREAS, the parties desire to set forth the terms and conditions under which Subcontractor will perform the work and receive payment.

Scope of Work

Payment Terms

Prime Contractor shall pay Subcontractor for the services rendered in accordance with the following terms:

Subcontractor shall submit itemized invoices to Prime Contractor. Payment is due within days of receipt of a properly submitted invoice unless otherwise stated in the payment schedule. Invoices shall be sent to Address for Notices below.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs. Late fee:

Pre-approved reasonable out-of-pocket expenses shall be reimbursed upon submission of receipts. Pre-approval must be in writing.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will continue until .

Either party may terminate this Agreement for convenience upon providing days' written notice to the other party. Upon termination for convenience, Subcontractor shall be paid for services performed and reasonable, non-cancellable obligations incurred prior to the effective date of termination.

Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of ten (10) days after written notice describing the breach.

Confidentiality

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Subcontractor shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use Confidential Information solely to perform obligations under this Agreement. Confidentiality obligations survive termination for a period of years, except for trade secrets, for which protection shall continue as long as applicable law so permits.

Intellectual Property

All work product and deliverables created by Subcontractor specifically for Prime Contractor under this Agreement (Work Product) shall be deemed work made for hire to the fullest extent permitted by law. To the extent Work Product is not a work made for hire, Subcontractor hereby assigns and transfers to Prime Contractor all right, title and interest in and to the Work Product upon full payment. Subcontractor retains the right to use general skills, know-how, and techniques developed in the performance of the work, provided such use does not disclose Confidential Information or otherwise infringe on Prime Contractor rights.

Independent Contractor; Insurance; Indemnity

Subcontractor is an independent contractor. Nothing in this Agreement creates an employment relationship, partnership, joint venture, or agency between the parties. Subcontractor is responsible for all taxes and benefits associated with its performance. Subcontractor shall maintain insurance appropriate to the services performed and, upon request, provide certificates evidencing such coverage.

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claim, loss, liability, cost, or expense arising from its breach of this Agreement, negligence, or willful misconduct, except to the extent caused by the indemnified party's breach or negligence.

Notices

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties agree to attempt to resolve disputes by good-faith negotiation. If unresolved, disputes shall be resolved by binding arbitration in the county where Prime Contractor's principal place of business is located, unless the parties agree otherwise in writing.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification or amendment of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any subsequent breach. The parties agree that money damages may be an inadequate remedy for a breach of confidentiality or intellectual property obligations and that injunctive relief may be sought in addition to other remedies.

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