Can this agreement be signed electronically?

Yes. Electronic signatures are generally enforceable under the federal ESIGN Act and state UETA laws when intent, consent, attribution, and record retention are present. Confirm any consumer-facing disclosure requirements before relying on e-signatures for regulated transactions.

Is notarization required for enforceability?

Not typically for commercial subcontracts; notarization is optional unless the agreement affects real property or state law requires acknowledgment. Consider notarization when counterparties request it for additional authenticity.

Who must sign to bind a company?

A person with documented authority must sign, such as an officer, director, or authorized agent. Maintain corporate resolutions or delegation records to avoid challenges to signature validity.

How are change orders handled after signing?

Require written change orders signed by authorized representatives and reference the original contract. Define a prompt review and response timeframe to avoid work proceeding without agreement on cost or schedule adjustments.

How long should I keep executed agreements?

Retain executed agreements for at least the contract term plus additional years for potential claims. Follow IRS guidance (IRC §6501(a)) and industry rules such as HIPAA retention periods where applicable.

What if a signatory lacks authority?

If a signer lacks authority, the agreement may be voidable. Seek ratification by an authorized signatory or re-execute the agreement to confirm obligations and avoid payment or performance disputes.

Electronic Signature
Templates
Project Management
Project Management Subcontracting Agreement

Project Management Subcontracting Agreement

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

PROJECT MANAGEMENT SUBCONTRACTING AGREEMENT

Project Identification

Project Title Project ID Client Project Manager

Parties

Prime Contractor:

Prime Contractor Address:

Subcontractor:

Subcontractor Address:

Prime Contractor Entity Type Corporation LLC Sole Proprietor Other

Subcontractor Entity Type Corporation LLC Sole Proprietor Other

Recitals

This Subcontracting Agreement (the "Agreement") is entered into as of by and between the Prime Contractor and the Subcontractor identified above. Prime Contractor has entered into a principal contract with Client for project services and desires to engage Subcontractor to perform certain portions of the work described herein under the terms and conditions set forth below.

Scope of Work

Subcontractor shall perform the services and provide the deliverables described in this section in a professional and workmanlike manner and in accordance with the schedule and specifications provided by Prime Contractor and the Client.

Out of Scope

Deliverables & Acceptance

Deliverables (describe each deliverable and expected output) Acceptance Criteria

Timeline & Milestones

Commencement Date: Completion Date:

Milestones

Compensation & Payment

Total Compensation Payment Schedule Invoicing and Payment Terms Change Order Process All change orders require written approval from Prime Contractor

Insurance, Warranties, and Compliance

Subcontractor shall maintain insurance coverage as required by Prime Contractor and as reasonably necessary for the work, including commercial general liability, professional liability (if applicable), and workers' compensation. Subcontractor shall deliver certificates of insurance prior to commencing work.

Insurance Requirements (limits and types)

Subcontractor represents and warrants that it is duly qualified, has the requisite experience, licenses and permits to perform the work, and will comply with all applicable laws, regulations, codes, and industry standards.

Confidentiality

Each party shall maintain in confidence all proprietary information disclosed by the other party in connection with the performance of the work. Confidential information shall not be disclosed to third parties except as required by law or as necessary to perform the services, and then only under written confidentiality obligations at least as protective as those contained in this Agreement.

Confidential Information Exceptions (if any)

Intellectual Property

Unless otherwise agreed in writing, all deliverables and work product created specifically for the project shall be the property of the Client, and Subcontractor hereby assigns all rights in such work product to Prime Contractor for conveyance to the Client. Subcontractor retains ownership of its preexisting intellectual property but grants Prime Contractor a perpetual, royalty-free license to incorporate such preexisting materials into the deliverables.

Indemnification & Liability

Subcontractor shall indemnify, defend and hold harmless Prime Contractor and Client from and against any claims, damages, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Subcontractor's negligence, willful misconduct, or breach of this Agreement. Liability for indirect, incidental, special or consequential damages is excluded to the extent permitted by law.

Termination

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for days following written notice. Prime Contractor may terminate for convenience upon days' written notice and will pay Subcontractor for work performed to the termination date in accordance with the payment provisions of this Agreement.

Audit and Records

Subcontractor shall maintain complete and accurate records of work performed and costs incurred under this Agreement for a period of three years following final payment. Prime Contractor and Client shall have the right to audit such records upon reasonable prior notice and during normal business hours.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Notices

Prime Contractor Notice Address Subcontractor Notice Address

Miscellaneous Provisions

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties. If any provision of this Agreement is found unenforceable, the remaining provisions shall continue in full force and effect.

Additional Terms

Prime Contractor - Printed Name:

By:

Date:

Subcontractor - Printed Name:

By:

Date:

What the Project Management Subcontracting Agreement Is

A Project Management Subcontracting Agreement is a written contract between a prime contractor or client and a subcontractor that assigns responsibility for defined project management tasks. It sets the scope of work, deliverables, schedule, payment terms, change-order procedures, insurance and indemnity obligations, and termination rights. The agreement also identifies performance standards, reporting requirements, and remedies for breach, and it may attach exhibits such as project schedules, milestone lists, and technical specifications. When executed properly it organizes responsibilities and reduces disputes during project delivery.

Why a Clear Subcontracting Agreement Matters

A well-drafted subcontract clarifies responsibilities, aligns expectations, protects against payment and performance disputes, and allocates risk. It supports on-time delivery, permits enforceable remedies, and documents insurance and compliance obligations for both parties.

Core elements to include in the agreement

These six components form the backbone of a professional Project Management Subcontracting Agreement and reduce later ambiguity.

Scope of Work

Describe specific PM tasks, responsibilities, deliverables, locations, and acceptance criteria. Attach an exhibit with detailed task lists and assumptions.

Deliverables & Schedule

Define milestone dates, deliverable formats, review cycles, and acceptance testing. Tie payment triggers to accepted milestones where appropriate.

Payment Terms

State compensation method, invoicing frequency, payment due days, retainage (if any), and reimbursement of approved expenses.

Change Orders

Establish a written change-order process, approval authority, price adjustment methodology, and schedule impact assessment.

Insurance & Indemnity

Specify insurance types and limits, naming parties as additional insured when required, and clarify indemnification scope and limitations.

Termination & Remedies

Set termination for cause and convenience, cure periods, liquidated damages (if used), and post-termination obligations for deliverables and payments.

Step-by-step: completing the subcontract quickly

Follow this sequence to prepare and execute a compliant subcontracting agreement.

01

Gather documents: Collect SOW, insurance certificates, and tax ID.
02

Draft terms: Insert scope, schedule, payment, and change-order language.
03

Review authority: Confirm signatory authority and insurance verification.
04

Execute and store: Sign, date, and save executed agreement with exhibits.

Configuring an online signing workflow

Set up digital routing and authentication to match your approval process before sending for signature.

Field	Configuration
Signer Authentication	Email plus SMS code or ID verification
Conditional Fields	Show pricing fields only when change orders apply
Bulk Send	Enable for mass subcontracting or standardized templates
Audit Trail	Record IP, timestamps, and completion certificate

Where to send and how signatures are collected

This sequence shows common routing for a subcontract: upload, route, sign, and archive.

Upload to repository: Place final draft in contract management system
Route to parties: Send to subcontractor and authorized approvers
Collect signatures: Signers authenticate and apply signatures
Archive executed copy: Store PDF with audit trail and exhibits

Technical considerations for distribution and signing

Ensure the chosen platform supports required integrations, file formats, and authentication methods before sending the agreement.

Integrations: Salesforce, NetSuite, Box, Procore integrations available
File formats: PDF and DOCX preserved with embedded exhibits
Authentication options: Email, SMS code, or advanced ID verification

Verify audit trail retention, encryption in transit and at rest, and any required business associate or regulatory addenda before distributing electronically.

Who typically prepares and signs this agreement

Multiple stakeholders are involved in preparing and approving a subcontract; responsibilities vary by project and company structure.

General contractors or prime contractors who manage overall project delivery and compliance.
Project management offices (PMOs) and project managers who define schedule and deliverables.
Subcontractor management or vendor operations teams that accept scope and pricing.

In many organizations legal, finance, and insurance teams must also review terms before final execution to reduce downstream risk.

Typical signatory roles

Prime Contractor — Director

A director or contracts manager signs on behalf of the prime contractor after legal and finance review. That signer must have documented authority to bind the company for payment and indemnity obligations and should confirm insurance and performance bonds are in place.

Subcontractor — Project Lead

The subcontractor’s authorized representative — often the company owner or operations director — signs to accept scope, schedule, and payment terms. Confirm that the signer’s title appears on a corporate resolution or similar authority record when required.

Real-world examples of subcontract uses

These condensed case notes show how organizations use subcontracting agreements to solve common project needs.

Optica Ventures — COO

Optica used standardized subcontracts to onboard local PM vendors quickly, reducing setup friction.

They combined a clear SOW exhibit with milestone payments tied to acceptance.
The result was fewer disputes and more timely handoffs between prime and subcontractor teams, which improved schedule adherence on multiple projects.

Martin Properties — Founder

Martin Properties moved to online execution for subcontracting to enforce consistent terms across developments.

The firm required current COIs and automated reminders for renewals.
This ensured continuous coverage during construction phases and simplified finance and compliance tracking for property managers.

Common mistakes to avoid when preparing the agreement

Vague scope descriptions that omit deliverable formats or acceptance criteria, causing later disputes over completion.
Failing to attach referenced exhibits or schedules, which leaves key obligations undefined and unenforceable.
Using signers without verified authority, risking unenforceability or delayed payment when signatures are contested.
Not confirming insurance certificates and additional insured status before work begins, exposing parties to uncovered liabilities.

Key penalties and contractual risks

Payment Delays: Late fees or interest charges

Breach Damages: Compensatory damages or liquidated sums

Indemnity Exposure: Unlimited indemnity increases liability

Lien Risk: Unpaid parties may file mechanics liens

Tax Withholding: Misclassified workers may trigger withholding

Regulatory Fines: Noncompliance with industry rules

Typical timelines and notice periods to include

Establish explicit timeframes for performance, notices, and payments to prevent uncertainty and trigger contractual rights.

Effective Date and Term:

Start date as MM/DD/YYYY and stated term or completion milestone

Payment Due Days:

Specify Net 30 or Net 45 from invoice date

Cure Period for Breach:

Example: 10-day written cure period before termination

Change Order Response:

Require acceptance or rejection within 5–10 business days

Insurance Renewal Notice:

Require 30 days' notice before policy expiration

Essential information to capture in the form

Legal Entity Name: Full registered name

Tax Identification: EIN or SSN as applicable

Contact Information: Street, city, state, ZIP

Project Identifier: Project name or number

Effective Date: MM/DD/YYYY format

Scope Exhibit: Reference or attach SOW

Comparing eSignature options for executing subcontracts

Common product criteria for electronic execution and enterprise workflows; signNow is listed first per comparison conventions.

	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	Yes, 7-day free trial	Yes, trial available	Yes, trial available	Yes, trial available	Yes, trial available
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Practical tips for accurate and efficient completion

Apply these best practices to reduce risk and speed execution of subcontracting agreements.

Define scope and acceptance clearly

Draft detailed task lists, acceptance criteria, and deliverable formats as numbered exhibits. Clear definitions prevent scope creep and provide objective basis for payment and dispute resolution.

Tie payments to accepted milestones

Link payment milestones to verified deliverable acceptance to align incentives. Include invoicing instructions and required supporting documentation to avoid delays.

Verify insurance and signatory authority

Require current certificates of insurance and confirm the signer's authority in company records. Keep copies of COIs with the executed agreement for audits.

Use version control and finalization steps

Label draft versions clearly, require approval from legal and finance, and circulate a single final version for signature to avoid contradictory signed copies.

Frequently asked questions about execution and validity

Answers address common concerns about electronic signing, authority, notarization, updates, and retention for subcontracting agreements.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are generally enforceable under the federal ESIGN Act and state UETA laws when intent, consent, attribution, and record retention are present. Confirm any consumer-facing disclosure requirements before relying on e-signatures for regulated transactions.
Is notarization required for enforceability?
Not typically for commercial subcontracts; notarization is optional unless the agreement affects real property or state law requires acknowledgment. Consider notarization when counterparties request it for additional authenticity.
Who must sign to bind a company?
A person with documented authority must sign, such as an officer, director, or authorized agent. Maintain corporate resolutions or delegation records to avoid challenges to signature validity.
How are change orders handled after signing?
Require written change orders signed by authorized representatives and reference the original contract. Define a prompt review and response timeframe to avoid work proceeding without agreement on cost or schedule adjustments.
How long should I keep executed agreements?
Retain executed agreements for at least the contract term plus additional years for potential claims. Follow IRS guidance (IRC §6501(a)) and industry rules such as HIPAA retention periods where applicable.
What if a signatory lacks authority?
If a signer lacks authority, the agreement may be voidable. Seek ratification by an authorized signatory or re-execute the agreement to confirm obligations and avoid payment or performance disputes.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now