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Subcontractor Agreement Template

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Subcontractor agreement between a prime contractor and subcontractor with flow-down terms, schedule, payment, insurance, and change orders.

About This Template

A subcontractor agreement is the contract between a prime contractor and a subcontractor who performs part of the work on a project. It ties the subcontractor's work to the main contract, sets the price and the schedule, and spells out who is responsible for what. Without one, the prime contractor can end up responsible to the owner for work it cannot properly hold anyone else to.

Use it whenever you bring in another business to carry out part of a job you have taken on. The most important parts are the flow-down of the prime contract terms, a precise scope of work, the start and completion dates, the subcontract price, payment terms, how change orders are handled and what insurance the subcontractor must carry.

This template covers those points and more, including independent contractor status, compliance and safety, warranties, indemnification, confidentiality, termination, dispute resolution and governing law. It opens ready to fill in: add the project, the prime contractor and the subcontractor, generate a PDF and send it for e-signature with Propper.

What This Template Covers

  • Effective date
  • Prime contractor
  • Subcontractor
  • Project owner name
  • Prime contract date
  • Project name
  • Project location
  • Scope of work (end with a period)
  • Work start date
  • Substantial completion date
  • Subcontract price
  • Payment terms (days)
  • Retainage (percent)
  • Retainage release period (days)
  • Pay-when-paid timing applies
  • Pay-when-paid outside deadline (days after pay application)
  • General liability limit
  • Auto liability limit
  • Employer's liability limit (per accident)
  • Warranty period (months)

What to include in a subcontractor agreement

Identify the project, its location, the owner and the prime contract. State which prime contract terms flow down to the subcontractor. Describe the scope of work, the start date and the completion date.

Set the price, the payment terms, any retainage and any pay-when-paid arrangement. Add the insurance limits, the warranty period, the cure period for defaults and the method for resolving disputes.

Change orders

Work changes on most projects. Agree in advance that changes to the scope, price or schedule are made in writing before the extra work starts, so each side knows what was approved and at what price.

Common mistakes

Leaving the scope loose enough to argue about. Not flowing down the prime contract terms the subcontractor needs to meet. Skipping the insurance requirements. Agreeing to changes by phone or message and never recording them. Starting work before the agreement is signed.

Send it with Propper

Sign up with Google or a 6-digit email code and start a 14-day free trial, with no credit card. The template opens ready to fill in: complete the project and party details, generate a PDF, and send it for e-signature.

Sample Subcontractor Agreement

A sample document with example details. Your template opens with fields ready to fill in.

This template is a customizable starting point, not legal advice. Laws vary by state and situation, so have a qualified attorney review any agreement before you rely on it.

Read the sample as text

!DOCTYPE html

Summit Ridge Builders Inc.

Lakeshore Clinic Expansion

Effective March 2, 2026

Subcontractor Agreement

Effective DateMarch 2, 2026

Subcontract Price$185,000.00

ScheduleApril 6, 2026 to July 31, 2026

Prime Contractor

Summit Ridge Builders Inc.

88 Cascade Way, Tacoma, WA 98402

Subcontractor

Voltline Electric LLC

15 Foundry Road, Tacoma, WA 98421

License VOLTLEL812QA

1. Parties

This Subcontractor Agreement (the "Subcontract") is made as of March 2, 2026 between Summit Ridge Builders Inc. ("Prime Contractor") and Voltline Electric LLC ("Subcontractor").

2. Prime Contract and Flow-Down

Prime Contractor has a contract with Lakeshore Medical Partners (the "Owner") dated January 20, 2026 for Lakeshore Clinic Expansion at 1200 Shoreline Drive, Tacoma, WA 98402 (the "Prime Contract"). Prime Contractor has made the Prime Contract available to Subcontractor, excluding pricing. Subcontractor has reviewed the Prime Contract and agrees to be bound to Prime Contractor by the terms of the Prime Contract that apply to the Work, and Prime Contractor assumes toward Subcontractor the same obligations the Owner owes Prime Contractor for the Work.

3. Scope of Work

Subcontractor shall furnish all labor, materials, equipment, and supervision to perform the following work (the "Work"):

Electrical rough-in, fixture installation, and final connections for the second-floor clinic addition, per the approved plans and specifications.

4. Schedule

Subcontractor shall begin the Work on April 6, 2026 and reach substantial completion by July 31, 2026, and shall coordinate its Work with Prime Contractor's schedule. Time is of the essence.

5. Payment Terms

Prime Contractor shall pay Subcontractor $185,000.00 (the "Subcontract Price"), subject to approved change orders. Subcontractor shall submit monthly pay applications. Prime Contractor shall withhold 5% retainage from each payment, subject to applicable law. Prime Contractor shall pay each approved amount on the earlier of (a) 30 days after Prime Contractor receives payment from the Owner for that Work and (b) 60 days after Subcontractor submits the pay application, whether or not the Owner has paid. Owner payment governs only the timing of payment. It is not a condition of Prime Contractor's

6. Lien Waivers and Lower-Tier Payment

With each pay application, Subcontractor shall deliver a conditional lien waiver for the amount requested and an unconditional lien waiver for the prior payment received, in the statutory form where the project's state prescribes one. Subcontractor shall promptly pay its lower-tier subcontractors and suppliers and keep the project free of liens arising from the Work, other than liens for amounts Prime Contractor owes Subcontractor.

7. Change Orders

No change to the Work, price, or schedule is valid unless made in a written change order signed by both parties. Subcontractor shall not perform changed work before receiving a signed change order.

8. Insurance Requirements

Subcontractor shall maintain, at its own cost, commercial general liability insurance of at least $2,000,000.00 per occurrence, workers' compensation insurance as required by law, and automobile liability insurance of at least $1,000,000.00. Subcontractor shall add Prime Contractor and the Owner as additional insureds on its general liability policy by endorsement covering ongoing and completed operations (such as ISO CG 20 10 and CG 20 37 or equivalent), on a primary and non-contributory basis, with a waiver of subrogation in their favor, and shall maintain employer's liability insurance of a

9. Independent Contractor Status

Subcontractor is an independent contractor and not an employee or agent of Prime Contractor. Subcontractor controls the means and methods of the Work, employs its own personnel, and is solely responsible for their wages, taxes, and benefits.

10. Compliance with Laws and Safety

Subcontractor shall comply with all applicable laws, permits, and regulations, including OSHA and the Prime Contractor's site safety rules. Subcontractor shall promptly report any accident or injury on the site. Subcontractor represents that it and its personnel hold, and will maintain throughout the Work, all licenses and registrations required to perform the Work, including contractor license or registration no. VOLTLEL812QA.

11. Warranties

Subcontractor warrants that the Work will be performed in a good and workmanlike manner, will conform to the Prime Contract and this Subcontract, and will be free from defects for 12 months after substantial completion of the Work, or any longer period the Prime Contract requires for the Work.

12. Indemnification

To the fullest extent permitted by law, Subcontractor shall defend, indemnify, and hold harmless Prime Contractor and the Owner from third-party claims, damages, and expenses, including reasonable attorneys' fees, to the extent caused by the negligence or willful misconduct of Subcontractor, its lower-tier subcontractors, or anyone for whom it is responsible, or by Subcontractor's breach of this Subcontract. This indemnity does not apply to the extent a claim is caused by the negligence of an indemnified party.

13. Confidentiality

Subcontractor shall keep confidential the terms of this Subcontract and any non-public project information, and use it only to perform the Work. This does not apply to information that is public, already known to Subcontractor, or required to be disclosed by law.

14. Termination and Suspension

Prime Contractor may terminate this Subcontract for cause if Subcontractor fails to cure a material breach within 7 days of written notice, and may terminate for convenience on written notice, paying Subcontractor for Work performed through the termination date, plus reasonable demobilization costs. If Prime Contractor fails to pay an undisputed amount within 7 days after it is due, Subcontractor may suspend the Work on 7 days' written notice until paid, with an equitable adjustment to the schedule.

15. Dispute Resolution

The parties shall first try to resolve any dispute through good-faith negotiation, then through non-binding mediation before filing suit. Nothing in this Section prevents either party from recording, perfecting, or enforcing a mechanic's lien, stop notice, or payment bond claim within the time required by law, or from seeking urgent injunctive relief.

16. Governing Law

This Subcontract is governed by the laws of the State of Washington, without regard to conflict-of-laws rules.

17. General

This Subcontract, together with the applicable Prime Contract terms, is the entire agreement between the parties about the Work and supersedes all prior understandings. If this Subcontract conflicts with the Prime Contract as to the Work, the provision that is more specific to the Work controls. This Subcontract may be amended only in a writing signed by both parties or by a change order under Section 7. If any provision is held unenforceable, the rest remains in effect. Neither party may assign this Subcontract, and Subcontractor shall not subcontract any part of the Work, without the other p

IN WITNESS WHEREOF, the parties have signed this Subcontract as of the Effective Date.

Prime Contractor

Elena Brooks

President, Summit Ridge Builders Inc.

Subcontractor

Tomas Reyes

Managing Member, Voltline Electric LLC

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