Who must sign the subcontract?

An authorized officer or manager of each party should sign. Verify internal delegation or corporate resolution to ensure signature binds the entity.

Can the form be signed electronically?

Yes. Electronic signatures meet legal standards under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention are satisfied.

Is notarization required?

Notarization is typically not required for general subcontracts but may be necessary for attached deeds, affidavits, or state-specific filings; follow local requirements.

What if party names differ on invoices?

Mismatch between entity names can delay payment and prompt tax or compliance issues; ensure the subcontract and invoicing party names match legal formation documents.

How should changes be documented?

Use written, signed change orders that reference the original subcontract; include scope, schedule, cost, and authorization signatures to preserve enforceability.

How long must records be kept?

Retain executed subcontracts for the contract term plus at least 3 years; industry rules like HIPAA (45 CFR §164.530(j)) or IRS statutes may require longer retention.

Electronic Signature
Templates
Project Management
Project Management Subcontract Form

Project Management Subcontract Form

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

PROJECT MANAGEMENT SUBCONTRACT FORM

Project Identification

Project Title:

Project ID: Effective Date:

Client Name Client Address Project Manager (Client) Service Provider (Subcontractor) Name Service Provider Address Service Provider Contact

Recitals

This Subcontract is entered into between Client Name: and Service Provider Name: . The parties agree that the Service Provider shall perform the scope of work described below in accordance with the terms and conditions of this Subcontract.

Scope of Work

Detailed Scope of Work Out-of-Scope Items

Deliverables and Acceptance

Deliverable 1: Due:

Acceptance Criteria 1

Deliverable 2: Due:

Acceptance Criteria 2

Timeline and Milestones

Project Start Date: Project End Date:

Key Milestone 1

Target Date:

Key Milestone 2

Target Date:

Budget and Payment

Total Contract Price Payment Schedule

Late Payment Penalty (if any):

Change Orders

All changes to the Scope of Work that affect cost, schedule, or deliverables shall be implemented only by written Change Order signed by authorized representatives of both parties. Change Order hourly rate (if applicable):

Change Order Approval Process

Confidentiality

Each party shall maintain as confidential all non-public information received from the other party in connection with this Subcontract. Confidential Information shall not be disclosed except as required by law or with prior written consent. The obligations of confidentiality shall survive termination for years.

Insurance, Indemnity and Liability

Subcontractor shall maintain commercial general liability, professional liability (as applicable), and workers' compensation insurance in amounts reasonably sufficient for the scope of work. Minimum limits for commercial general liability: .

Indemnification: Subcontractor shall indemnify, defend and hold harmless Client and its affiliates from and against claims, liabilities, losses, and expenses arising out of Subcontractor's performance, except to the extent caused by Client's gross negligence or willful misconduct.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or indemnity obligations, neither party shall be liable for consequential, incidental, or punitive damages. Aggregate liability shall not exceed the total amounts paid under this Subcontract for the related scope.

Termination

Either party may terminate this Subcontract for material breach if the breaching party fails to cure within days after written notice. Client may terminate for convenience upon days' written notice, with payment for work performed and reasonable demobilization costs.

Acceptance Testing and Final Closeout

Acceptance Testing Procedure Final Deliverables / Closeout Documentation

Governing Law and Dispute Resolution

This Subcontract shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt to resolve disputes in good faith by escalation to senior management prior to initiating arbitration or litigation. If unresolved, disputes shall be resolved by binding arbitration in accordance with the parties' agreed arbitration procedures.

Miscellaneous Provisions

Assignment: Neither party may assign this Subcontract without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

Independent Contractor: Subcontractor is an independent contractor and is solely responsible for employment taxes, benefits, and compliance with applicable labor laws for its personnel.

Intellectual Property: Unless otherwise agreed in writing, Client shall retain ownership of any pre-existing intellectual property and of deliverables upon full payment. Subcontractor grants Client a perpetual, worldwide, royalty-free license to use any Subcontractor pre-existing materials incorporated into deliverables solely to the extent necessary to use the deliverables.

Client:

By:

Date:

Service Provider:

By:

Date:

What the Project Management Subcontract Form Is

The Project Management Subcontract Form is a written agreement used when a primary contractor assigns defined project management tasks, responsibilities, and deliverables to a subcontractor. It sets scope, schedule, compensation, insurance and indemnity terms, and acceptance criteria while keeping the prime contract’s obligations intact. The form clarifies chain-of-command, reporting cadence, and change-order procedures to reduce disputes. It is commonly used on construction, IT, and professional services projects to document delegations of authority, milestones, and payment triggers and to coordinate insurance, liens, and warranty obligations between parties.

Why a Clear Subcontract Form Matters

A well-drafted Project Management Subcontract Form reduces scope ambiguity, protects contractual rights, and clarifies payment and liability allocation. It creates a single reference for deliverables, schedules, and change requests, which helps prevent disputes and supports regulatory or audit reviews.

Who Typically Prepares and Signs This Subcontract

Parties should ensure the signatory has the authority to bind the organization and that internal approvals are recorded before execution.

Prime Contractor project manager or contracts administrator responsible for oversight and compliance.
Subcontractor senior project manager or authorized officer who accepts scope, schedule, and payment terms.
Procurement, legal, or finance personnel who review indemnity, insurance, and invoicing clauses.

How to Complete the Subcontract Step by Step

Follow an ordered workflow to prepare, review, and execute the Project Management Subcontract Form correctly and consistently.

01

Prepare Draft: Populate party names, scope, schedule, and compensation.
02

Internal Review: Have contracts, finance, and insurance review the draft.
03

Negotiate Terms: Exchange edits and finalize indemnity, termination, and change-order language.
04

Execute and Distribute: Collect signatures, provide copies, and archive executed version.

Core Sections to Include in a Professional Subcontract

A complete Project Management Subcontract Form contains standard sections that define responsibilities, financials, risk allocation, and operational processes.

Parties and Authority

Identify legal names, addresses, and the signatory’s authority to bind each organization; include contact points for notices.

Scope and Deliverables

Define tasks, milestones, deliverables, and acceptance criteria with measurable standards and references to attached exhibits or schedules.

Schedule and Milestones

Provide start/completion dates, milestone deadlines, and procedures for approved schedule changes and delays.

Compensation and Invoicing

State rates, lump-sum or time and materials, retention, invoicing requirements, documentation needed for payment, and late-payment remedies.

Insurance and Indemnity

Specify minimum insurance limits, additional insured status, waiver of subrogation, and indemnity scope including third-party claims.

Termination and Remedies

Spell out termination for convenience and default, cure periods, post-termination responsibilities, and dispute resolution mechanisms.

Security and Compliance Considerations

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Audit Trail: Capture timestamps, IP, and actions

HIPAA: BAA required for PHI workflows

21 CFR Part 11: Available controls for FDA-regulated records

SOC 2: Type II report available on request

Access Controls: Role-based permissions and SSO

Common Pitfalls to Avoid

Leaving scope vague or referencing non-existent exhibits creates ambiguity and widens dispute risk during performance.
Failing to match insurer names and limits to the prime contract often delays approvals and prevents site access.
Missing explicit change-order procedures leads to unauthorized work and uncollectible extra costs for subcontractors.
Using unsigned or partially executed versions for billing can trigger payer rejection and slow collections.

Consequences of Incorrect or Incomplete Subcontracts

Payment Delays: Invoices rejected or withheld

Contract Voidance: Key terms unenforceable

Liability Exposure: Uninsured third-party claims

Lien Risk: Potential mechanic’s lien claims

Regulatory Fines: HIPAA or labor fines

Termination: Loss of contract and damages

Typical Digital Execution Workflow

Executing the subcontract electronically follows a predictable path from upload to archived record, with audit data preserved at every step.

Upload Document: Sender uploads final draft
Place Fields: Add signature, date, and initial fields
Send to Signers: Email or secure link delivered
Complete and Archive: Signed copy and audit trail saved

Recommended Digital Workflow Settings

Configure the signing workflow to match notice, authentication, and retention requirements for the project.

Field	Configuration
Signature Authentication	Email link or SMS code
Order of Signing	Sequential or parallel per project needs
Reminder Schedule	Auto-reminders after 3 and 7 days
Retention	Store signed PDF + audit trail

Digital Signing and eSubmission Considerations

Ensure the provider supports audit trails, configurable retention, and any required compliance frameworks for your industry.

File Formats: PDF, DOCX supported
Integrations: NetSuite, Salesforce, Procore
Authentication: Email, SMS, or advanced options

eSignature Pricing and Capabilities Comparison

Basic pricing and capability markers for common eSignature providers. Verify plan specifics and enterprise options directly with each vendor.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently Asked Questions and Troubleshooting

Answers to common questions about completing, signing, and storing Project Management Subcontract Forms.

Need help? Contact support

Who must sign the subcontract?
An authorized officer or manager of each party should sign. Verify internal delegation or corporate resolution to ensure signature binds the entity.
Can the form be signed electronically?
Yes. Electronic signatures meet legal standards under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention are satisfied.
Is notarization required?
Notarization is typically not required for general subcontracts but may be necessary for attached deeds, affidavits, or state-specific filings; follow local requirements.
What if party names differ on invoices?
Mismatch between entity names can delay payment and prompt tax or compliance issues; ensure the subcontract and invoicing party names match legal formation documents.
How should changes be documented?
Use written, signed change orders that reference the original subcontract; include scope, schedule, cost, and authorization signatures to preserve enforceability.
How long must records be kept?
Retain executed subcontracts for the contract term plus at least 3 years; industry rules like HIPAA (45 CFR §164.530(j)) or IRS statutes may require longer retention.

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