SUBCONTRACTOR CONTRACT

Subcontractor Contract

A subcontracting agreement between Northwind Studio and Acme Co covering the delivery of services to a shared end client.

Parties and Engagement

This agreement is entered into by Northwind Studio (the "Prime Contractor") and Acme Co (the "Subcontractor") for the services described below in support of the Prime Contractor's obligations to its end client. Replace the sample details with the specifics of the project, deliverables, and reporting cadence before signing.

Recitals

The Prime Contractor has been engaged by an end client and wishes to retain the Subcontractor as an independent contractor to deliver a defined portion of that engagement. The Subcontractor holds the skills, insurance, and availability to perform the work under the terms and pass-through obligations set out below. The end client is not a party to this contract; all instructions flow through the Prime Contractor.

Scope and Obligations

The Subcontractor's work runs across three phases. Each closes with a written deliverable reviewed by the Prime Contractor before the next begins.

Subcontractor obligations

• Perform the work as an independent contractor with no authority to bind the Prime Contractor or the end client
• Communicate only through the Prime Contractor unless expressly authorized in writing
• Maintain confidentiality of all end-client information under a pass-through NDA
• Comply with the security, data handling, and IP terms of the master agreement
• Carry professional liability and general liability insurance at the levels stated on acceptance

Non-solicitation: during the engagement and for 12 months after, the Subcontractor will not directly solicit the end client for the same or similar services without the Prime Contractor's written consent.

Fees and Payment

The Subcontractor is compensated on the schedule below. Payment is contingent on delivery of the associated work package and submission of a compliant invoice.

Payment Schedule

Payment Terms and IP

Invoices are due within 30 days of receipt. On full payment, all deliverables produced under this contract are assigned to the Prime Contractor so they can be passed through to the end client under the master agreement. The Subcontractor retains ownership of pre-existing tools and know-how, licensed for use as embedded in the deliverables.

Acceptance

To begin the engagement, complete the fields below and sign. Work starts on the date confirmed here, subject to insurance and NDA being in place.

END-CLIENT PROJECT REFERENCE

START DATE