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SubGrantee Services Agreement

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SubGrantee Services Agreement

This SubGrantee Services Agreement (the Agreement) is made effective as of between Grantor Name: whose principal place of business is at and SubGrantee Name: with principal place of business at (each a Party and collectively the Parties).

RECITALS

WHEREAS, Grantor is the recipient of funds or other support under a primary grant agreement identified as Grant Reference: (Prime Grant) that imposes obligations and conditions on Grantor; and

WHEREAS, SubGrantee has the capability and expertise to perform certain services in connection with Project Name: and Grantor desires to engage SubGrantee to perform such services under the terms of the Prime Grant and this Agreement; and

WHEREAS, SubGrantee agrees to perform the services and to comply with applicable requirements of the Prime Grant and applicable law.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SCOPE OF SERVICES

1.1 Services. SubGrantee shall provide the services described in the Statement of Work attached as Exhibit A and incorporated herein by reference. SubGrantee shall perform all services in a professional manner consistent with industry standards, the terms of the Prime Grant, and any schedules or milestones set forth in Exhibit A.

2. TERM AND TERMINATION

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue until the completion of the services or termination in accordance with this Section. The anticipated completion date is .

2.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

2.3 Termination for Convenience. Grantor may terminate this Agreement for convenience upon thirty (30) days' prior written notice. In the event of termination for convenience, SubGrantee shall be entitled to payment for services satisfactorily performed and reasonable, documented costs incurred through the effective date of termination, subject to any limitations imposed by the Prime Grant.

3. COMPENSATION AND PAYMENT

3.1 Compensation. Grantor shall pay SubGrantee for services rendered in accordance with the Budget and Payment Schedule set forth in Exhibit B. The total not-to-exceed amount under this Agreement is $.

3.2 Invoicing. SubGrantee shall submit itemized invoices in the form and frequency required by Grantor. Invoices must be accompanied by supporting documentation sufficient for Grantor to verify compliance with the Prime Grant and this Agreement. Payment shall be made within sixty (60) days of Grantor's receipt of an undisputed invoice, subject to availability of funds and Grantor's obligations under the Prime Grant.

4. COMPLIANCE WITH PRIME GRANT AND LAW

4.1 Prime Grant Obligations. SubGrantee shall comply with all applicable terms and conditions of the Prime Grant which are incorporated herein by reference to the extent the Grantor reasonably notifies SubGrantee in writing. SubGrantee's failure to comply with the Prime Grant may constitute a material breach of this Agreement.

4.2 Applicable Law. SubGrantee shall at all times comply with all applicable federal, state and local laws, rules, regulations and ordinances, including but not limited to statutes and regulations applicable to the Prime Grant.

5. REPORTING, RECORDS AND AUDIT

5.1 Reports. SubGrantee shall submit progress reports, financial reports and final performance reports in the form and at the intervals required by Grantor and the Prime Grant. The report contact is Name: , Email/Phone: .

5.2 Audit Rights. SubGrantee shall permit Grantor, the Prime Grantor, and their authorized representatives to inspect and audit SubGrantee's records, facilities and performance during normal business hours and upon reasonable notice. SubGrantee shall cooperate in any audit and shall retain records for a minimum of three (3) years after final payment or as required by the Prime Grant, whichever is longer.

6. CONFIDENTIALITY

SubGrantee shall maintain in confidence all non-public information marked or reasonably understood to be confidential and provided by Grantor or developed in the course of performance. Confidential information does not include information that (a) becomes generally available to the public through no act or omission of SubGrantee; (b) was rightfully in SubGrantee's possession prior to disclosure; or (c) is independently developed without use of Confidential Information. SubGrantee shall use confidential information only for performance of this Agreement and shall return or securely destroy such information at Grantor's request.

7. INTELLECTUAL PROPERTY

7.1 Work Product. Unless otherwise agreed in writing, all deliverables, reports and work product created by SubGrantee pursuant to this Agreement shall be considered "work made for hire" and shall be the exclusive property of Grantor. To the extent such work is not deemed a work made for hire, SubGrantee assigns and agrees to assign all right, title and interest in such work product to Grantor.

7.2 Background IP. Each Party retains ownership of its pre-existing intellectual property. To the extent any pre-existing intellectual property is incorporated in deliverables, SubGrantee grants Grantor a nonexclusive, royalty-free, perpetual license to use such pre-existing intellectual property as incorporated in the deliverables for the purposes permitted by the Prime Grant.

8. INDEMNIFICATION AND INSURANCE

8.1 Indemnification. SubGrantee shall indemnify, defend and hold harmless Grantor and its officers, directors, agents and employees from and against any claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from SubGrantee's negligent acts, omissions or willful misconduct in the performance of services under this Agreement, provided that Grantor gives SubGrantee prompt written notice of any claim and reasonable cooperation in the defense.

9. INDEPENDENT CONTRACTOR

SubGrantee is an independent contractor. Nothing in this Agreement creates an employment, joint venture, partnership, agency or fiduciary relationship between the Parties. SubGrantee is solely responsible for payment of wages, benefits and taxes for its employees and agents.

10. SUBCONTRACTING AND ASSIGNMENT

SubGrantee shall not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of Grantor. SubGrantee may subcontract portions of the services with Grantor's prior written approval, provided SubGrantee remains liable for the acts and omissions of any subcontractor.

11. REMEDIES; LIMITATION OF LIABILITY

Except as otherwise provided herein, the remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity. Neither Party shall be liable to the other for consequential, incidental, special or punitive damages, except for liability arising from willful misconduct, gross negligence, or indemnification obligations set forth herein.

12. NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below or to such other address as either Party may designate by written notice in accordance with this Section. Notices shall be deemed given when delivered personally, three (3) business days after deposit in the U.S. mail, or immediately upon confirmed electronic transmission.

13. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any breach or default shall be binding unless in writing and signed by the Party granting the waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

14. SEVERABILITY; GOVERNING LAW; ENTIRE AGREEMENT

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, achieves the original intent. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. This Agreement, including all exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

15. MISCELLANEOUS PROVISIONS

15.1 Publicity. SubGrantee shall not use Grantor's name, logos or trademarks in any publicity, press release or marketing materials without Grantor's prior written consent. 15.2 Force Majeure. Neither Party shall be liable for delays or failures in performance caused by acts beyond its reasonable control, provided the affected Party gives prompt notice and takes commercially reasonable steps to resume performance.

Grantor Printed Name:

By:

Date:

SubGrantee Printed Name:

By:

Date:

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What the SubGrantee Services Agreement Is and When It Applies

A SubGrantee Services Agreement is a written contract between a primary grant recipient (the grantee or pass-through entity) and a subgrantee that defines services, funding, compliance obligations, reporting, and payment terms for subawarded grant funds. It clarifies responsibilities for program delivery, allowable costs, performance measures, audit access, recordkeeping, and closeout. The agreement typically attaches budget detail, scope of work, reporting schedules, and federal or state grant conditions. This document is used when a grantee allocates part of an award to another organization to perform a portion of the funded program.

Why a Clear SubGrantee Services Agreement Matters

A well-drafted agreement reduces compliance risk, documents allowable uses of funds, and sets measurable performance expectations so both parties understand deliverables, reporting, and audit obligations.

Why a Clear SubGrantee Services Agreement Matters

Who Commonly Prepares or Signs This Agreement

Program directors, finance officers, compliance staff, and legal counsel at grantee and subgrantee organizations typically prepare and review these agreements.

  • Program managers who administer grant deliverables and performance reporting for the pass-through entity.
  • Finance or grants staff who control budgets, invoicing, and documentation for federal or state audits.
  • Executive directors or authorized officers at the subgrantee who accept funding and certify compliance with grant terms.

Final signatures should be by authorized officials with authority to bind each organization and confirm acceptance of all terms.

Who Signs and Why Their Role Matters

Program Manager

The program manager signs to confirm acceptance of the scope of work, deliverables, and reporting schedule. Their signature reflects operational responsibility for meeting program milestones and certifying that performance reports are accurate and timely.

Authorized Official

An executive or finance officer signs to bind the organization financially and legally. This signer accepts budgetary terms, indemnification, auditing access, and the obligation to return disallowed costs if found during an audit.

Required Identification and Compliance Data

Grantee Name: Legal entity name
Subgrantee Name: Legal entity name
Award Number: Grant award ID
Tax ID: EIN or SSN
Contact Info: Address, phone, email
Budget Total: Awarded dollar amount

Primary Risks and Potential Consequences

Funding Clawback: Repayment of disallowed costs
Audit Findings: Increased oversight, corrective action
Debarment Risk: Suspension from future awards
Civil Penalties: Fines or sanctions
Program Delay: Missed deliverable deadlines
Reputational Harm: Damage to funding relationships

Common Preparation Mistakes to Avoid

  • Vague scopes of work that omit specific deliverables, performance measures, and timelines, creating disagreement during execution or when substantiating outcomes to funders.
  • Incomplete budgets that lack line-item detail, indirect cost treatment, or matching fund documentation, increasing the risk of disallowed expenditures upon audit.
  • Missing reporting schedules or unclear invoice requirements, which typically lead to delayed payments, reconciliation issues, and strained grantee–subgrantee relations.
  • Failure to include audit and recordkeeping clauses specifying retention periods, access rights, and supporting documentation, exposing both parties to compliance findings.

Step-by-Step: Completing a SubGrantee Services Agreement

Follow these sequential steps to prepare, review, and execute a compliant agreement that aligns with the parent award terms.

  • 01
    Draft Agreement: Assemble scope, budget, and special conditions from the prime award.
  • 02
    Internal Review: Have legal and finance review for compliance and allowability.
  • 03
    Obtain Signatures: Authorized officials sign and date the final document.
  • 04
    Distribute and Store: Provide copies to stakeholders and retain per retention rules.

How to Configure an Electronic Workflow for This Agreement

Configure fields and routing so the document follows the same review and approval order as your internal controls require.

Field Configuration
Signer Authentication Email link or SMS code, add 2FA for high-risk awards
Routing Order Set sequential signing: program → finance → executive
Conditional Fields Show budget details only if funding exceeds threshold
Reminders Automatic reminders at 3 and 7 days past due

Where to Send or Submit the Signed Agreement

Use the grantee's established routing to ensure invoice processing and audit readiness; retain an executed copy for each party.

  • Grant Portal: Upload the executed PDF to the grantee’s grants management system per their instructions.
  • Program Officer: Email a signed copy to the assigned program officer for award file reconciliation.
  • Finance Office: Send billing and budget attachments to the grantee finance contact for payment processing.
  • Physical File: Keep an original signed copy in the subgrantee’s compliance file for audits.

Digital Signing and Technical Requirements

Ensure your eSignature workflow meets legal and funder requirements before relying on electronic execution.

  • Authentication: Use email plus optional SMS or KBA
  • Document Formats: PDF, DOCX supported
  • Integrations: Connect to storage and CRM

Verify the platform supports audit trails, tamper-evident PDFs, and any required BAAs or certifications for HIPAA or other regulated data before collecting signatures.

Key Timeframes and Submission Deadlines

Track all dates in a shared calendar to avoid missed reporting, invoice processing, or closeout obligations tied to the subaward.

Submission Deadline:

Submit signed agreement before work begins to comply with award conditions

Effective Date:

Start of services and allowable cost period, set as MM/DD/YYYY

Interim Reports:

Monthly or quarterly reports as specified in the agreement

Invoice Schedule:

Define submission and payment terms, e.g., net 30 after approval

Closeout Deadline:

Final report and reconciliations required within the period set by the grantee

Core Contract Elements to Include

Include these six elements to make the agreement administrable, auditable, and aligned with prime award conditions.

Parties

Identify grantee and subgrantee with legal entity names, addresses, and authorized representative contact details so liability and correspondence are clear.

Scope

Specify tasks, milestones, deliverables, performance metrics, and any acceptance criteria so both parties can objectively measure completion.

Budget

Itemize budget lines, allowable costs, indirect cost treatment, payment triggers, and reporting requirements to ensure financial transparency and auditability.

Compliance

Cite federal and state grant conditions, audit access, record retention, and requirements such as OMB Uniform Guidance when applicable to ensure adherence to funding rules.

Reporting

Define reporting cadence, required attachments, data formats, and review timelines to streamline approvals and minimize payment delays.

Termination

Include termination for convenience and cause, cure periods, closeout procedures, and obligations for return of unspent funds.

Supporting Documents to Attach

Attach these commonly required exhibits so the agreement is complete and ready for review.

Detailed Budget

A line-item budget with cost justifications, breakdowns of direct and indirect costs, and any matching funds or cost-share commitments.

Work Plan

Schedule of activities, milestones, responsible staff, and deliverable due dates that map directly to the Scope of Services.

Certifications

Required assurances such as debarment statements, lobbying certification, and required federal or state compliance attestations.

Insurance Proof

Certificates of insurance or minimum coverage limits specified by the grantee, if required for the award.

Real-World Use Cases for SubGrantee Services Agreements

Below are typical scenarios showing how agreements structure responsibilities for program delivery and funding.

Community Health Partnership

A county health department subawards a nonprofit to deliver mobile outreach services

  • Subgrantee provides staff and monthly service reports
  • The agreement ties payment milestones to verified client outreach counts and requires HIPAA-compliant recordkeeping and a BAA if PHI is transmitted.

Workforce Training Program

A state employment agency funds a community college to run training cohorts

  • Subgrantee must report enrollment and placement metrics each quarter
  • The contract clarifies cost per participant, allowable participant support costs, and closeout reconciliation procedures.

Comparing eSignature Vendors for Subaward Execution

Platform selection affects cost, HIPAA availability, and envelope limits; compare starting price, trial options, bulk send, and compliance features carefully.

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
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

FAQs and Troubleshooting for SubGrantee Services Agreements

Answers to common questions about execution, signatures, retention, and compliance when using subgrants and electronic signatures.


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