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Sub-Contractor Agreement
Prepared for:
[Sub-Contractor Name]

Prepared by:
[Contractor Company Name]
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Sub-Contractor Agreement

This Sub-Contractor Agreement (hereinafter referred to as the "Agreement") is entered into and shall be effective as on [Date]

By and Between

[Sub-Contractor Name], (hereinafter referred to as the “Sub-Contractor”), a [STATE] corporation, incorporated at [Address], and;

[Contractor Company Name], (hereinafter referred to as the “Contractor”), a [STATE] corporation, incorporated at [Address].

The Sub-Contractor and the Contractor are collectively referred to as the "Parties" and individually as "Party".

WHEREAS the Contractor desires to engage the Sub-Contractor to furnish labor, materials, equipment and/or services (collectively, the "Services") for the Contractor's customers (hereinafter referred to as the "Client");

AND WHEREAS the Sub-Contractor agrees to provide said Services to the Contractor.

NOW, THEREFORE, in consideration of the mutual covenants and promises made between the Parties the Agreement herein contained is as follows.
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Terms and Conditions

1. Definitions

  1. “Contract” means Contractor's binding agreement with the Sub-Contractor where the Sub-Contractor shall provide support as per the services under this Agreement.
  1. “Deliverables” means the equipment and material goods to be availed from the Sub-Contractor, as specified in the agreement.
  1. “Intellectual Property Rights” means laws safeguarding the sanctity of the deliverables availed from the Sub-Contractor by the Contractor.
  1. “Pre‐Existing Intellectual Property” means any Intellectual Property that has been created by either party or any third party before the Sub- Contractor provides any services to the Contractor under this Agreement.
  1. “Services” means the area of work performed by the Sub-Contractor as per the task order provided by the Contractor.
  1. “Task Order” means a pre-determined document agreed upon by both parties, giving the Sub-Contractor the go-ahead to perform the desired services and/or provide Deliverables in accordance with such Task Order.

2. Scope of Work

The Sub-Contractor shall be employed as an independent contractor and will provide and furnish all necessary labor, materials, equipment facilities, and administrative function which is necessary for the performance of the needs of the agreement.

The Sub-Contractor shall only work as per the pre-determined scope of work the parties agree to, subject to the terms and conditions of this Agreement.

The Sub-Contractor shall, in accordance with Task Orders issued by the Contractor, render its services and/or Deliverables. A Task Order shall be considered in effect and duly authorized only upon written agreement of both parties.

3. Task Order

Task Order shall contain the following data:
  1. Description of Services
  1. Description of Deliverables
  1. Duration of Services
  1. Standard Pricing of the outlined services
  1. [Add More]

All Task Orders contain the terms and conditions of the Agreement. In the event of any conflict or discrepancy between a Task Order and the Agreement, the terms and conditions of the Agreement shall prevail, unless specifically agreed upon by both parties.

4. Term

The Agreement shall start on the Effective Date of [Mention Date] and end [Time Period] year from the Effective Date. A Task Order shall contain the assigned task and ideal deadline. If the deadline of such a task order extends post the finishing date of the agreement, then a special provision for the same shall be made by both parties and the agreement shall be extended till the termination of such a task order.

5. Intellectual Property Rights

  1. Each party shall be custodian to its own Pre‐Existing Intellectual Property irrespective of any disclosure of such Pre‐Existing Intellectual Property to the other party, subject to any licenses granted herein.
  1. Sub-Contractor shall not use external party pre‐existing Intellectual property in context to the agreement unless the third-party has in written given consent to the usage of such property.
  1. Sub-Contractor grants the Contractor, during the duration of the agreement, a non‐exclusive, royalty‐free, worldwide, perpetual and irrevocable license in any Sub-Contractor and external third party pre‐existing Intellectual Property, to the extent such Pre-existing intellectual party is incorporated into any of the deliverables.
  1. Sub-Contractor acknowledges it shall continue to comply with all external party licenses during the term of the agreement and shall notify the terms to the Contractor.
  1. Sub-Contractor agrees that the Contractor shall own the rights to the Sub-Contractor's deliverables/services mentioned in the agreement without any claim for additional compensation from the Contractor and without any interference.
  1. Except for the authority to use materials provided by the Contractor, as necessary in order for Sub-Contractor to perform Services under the Agreement, the Sub- Contractor is not granted any right, title, or interest in any Contractor Intellectual Property.

6. Inspection

The Contractor reserves the right to accept or reject the Goods/Deliverables after the inspection upon delivery. If the Goods/Deliverables are unacceptable for any reason, the Contractor shall reject them at the time of delivery up to [number of days] days from the date of delivery. If the Contractor has not rejected the Goods/Deliverables within [number of days] days from the date of delivery, the Contractor shall lose any right to reject such Goods/Deliverables. In case, the Contractor rejects Goods/Deliverables, the Contractor shall give the Sub-Contractor a reasonable time to cure the deficiency.

7. Rate

In consideration of the Sub-Contractors performing the assigned project, subject to the terms and conditions set forth herein, the Contractor shall pay the Sub-Contractor a sum of $[0.00] hereinafter referred to as Sub-Contractor price.
The standard pre-determined rates shall imply unless otherwise mutually modified by both parties.
Deliverables/Services
Standard Charges
[Mention Deliverable/Service Area]
$[0.00]
[Mention Deliverable/Service Area]
$[0.00]
[Mention Deliverable/Service Area]
$[0.00]

8. Compensation Policy

  1. Labor: The Contractor shall compensate the Sub-Contractor as per the concerned Task Order, keeping in mind the standard charges and pre-determined rates as per the agreement. Therefore, Sub-Contractor acknowledges the rates agreed upon are at par and not more as per the lowest rates charged to others for the same services/deliverables.
  1. Travel: Travel is not included under any Task Order. Should travel be inclusive, all travel must be approved by the Contractor. The Contractor shall not reimburse the Sub-Contractor for any nature of expenses related to travel that were not notified to the Contractor and mutually agreed upon in writing.  
  1. Miscellaneous Costs: Sub-Contractor is not authorized to demand an invoice from the Contractor, including but not limited to, telephone calls, books, office supplies, postage, and shipping. The Contractor therefore shall not reimburse any of such incurred costs. If in special cases, the deliverables/services are identified as reimbursable; and both parties agree to such an exception; the Contractor shall accordingly compensate.
  1. Taxes: The Contractor shall reimburse the Sub-Contractor for value-added tax, GST, HST, sales, and kind of similar tax-based transactions. Any such taxes will be itemized separately in the Sub-Contractor’s invoices.

9. Payment Terms

  1. Sub-Contractor shall submit a different invoice for each Task Order, keeping in mind the terms contained in the applicable Task Order.
  1. The invoice shall be considered active only if the rates are in accordance with a Task Order.
  1. The Sub-Contractor shall carry out the Services with efficiency as per the Task Order requirements and within the given deadline.
  1. Quality adherence is to be kept in mind
  1. The Contractor on analyzing the efficiency of the Sub-Contractor shall duly acknowledge the invoice; subject to the pre-determined terms and conditions in the agreement.
  1. The Contractor shall pay the Sub-Contractor within [Number] days post clearance of the invoice.

10. Special Care

  1. The Sub-Contractor warrants to the Contractor that it shall comply with all the Sub-Contractor obligations and perform the duties entered into as on the date mentioned above.
  1. The Sub-Contractor shall exercise reasonable care and diligence in the performance of the work.
  1. The Sub-Contractor shall also provide all the necessary information to the Contractor relating to the work promptly.

11. Modification

After notifying the Sub-Contractor, the Contractor may modify the assigned requirements in a Task order only if the services and/or deliverables are undelivered; and in case of urgency where due to convenience and availability, a third-party gets involved or the last-minute cancellation of the order from a client. If the Contractor fails to provide written notice within [Mention No. of Days] of the Task Order then the Contractor shall agree to pay a penalty for the same. A penalty of [Mention Amount] shall be borne by the Contractor. Therefore, the parties shall accordingly adjust the pricing of the task order, as per the changes in the services/deliverables ordered.

12. Client Interactions

  1. The Sub-Contractor may have direct communication with the Client during the period of performance of a Task Order and those communications shall be exclusive to the services/deliverables in the agreement.
  1. If while rendering Services/Deliverables the Sub Contractor gains knowledge of potential clients or additional opportunities specifically related to the Contractor services, the Sub-Contractor shall therein disclose such information to the Contractor.
  1. The Sub-Contractor shall refrain from manipulative conversation with the Client which leads to the Contractor's Client loss, leading to monetary loss.

13. Confidentiality

  1. Both the parties shall mutually consent to safeguard confidential information including patents, trade secrets, and other discrete information. Each may also hold an external party’s confidential information which they are obligated to keep confidential. 
  1. Data and security rights shall vary by jurisdiction. 
  1. Sub-Contractor shall not disclose Contractor Data in any manner that would lead to a violation of state or federal law or the terms of this Agreement including, without limitation, by means of outsourcing, distributing retransfer, or access, to any individual or entity, except:
  1. Employees or agents who actually and legitimately need to access or use Sub-Contractor's deliverables/services in the performance of Contractor’s duties to Client Company. 
  1. Any other third party Sub-Contractor approved by the Contractor in writing and in advance of any disclosure, but only to the extent of such approval. 
  1. Sub-Contractor shall not use the Contractor's likenesses or logos.
  1. Upon termination, the Contractor shall return any rights it has on a Sub-Contractor's deliverables/services from the onset of the applied termination.

14. Warranty

  1. Sub-Contractor warrants that the deliverables/services being purchased hereunder are free and clear of any defects. The Sub-Contractor provides a warranty of [Mention Warranty Tenure].
  1. The Sub-Contractor shall abide by this warranty and fix any issue at an authorized Sub-Contractor service center in the [Mention State].
  1. The Sub-Contractor warrants the services or the deliverables shall meet the client's requirements.
  1. The Sub-Contractor also warrants that the services/deliverables are original and do not infringe upon any third party’s patents, trademarks, trade secrets, copyrights, or other proprietary rights. Due permission from the third-party in writing if it does infringe the policy; and the document of which the Sub-Contractor agrees to provide to the Contractor.

15. Limitation of Liability

  1. Any limitation or waiver shall not apply to the Sub-Contractor's Indemnification or Confidential Information of the Agreement.
  1. Both Parties shall not be liable to any individual injury, death, or physical damage to any of the party's Intellectual-Property claims.

16. Insurance

  1. Sub-Contractor shall avail insurance coverage for its business requirements as per the state of law and individual discretion.
  1. Sub-Contractor’s lack of insurance coverage shall limit any liability Sub-Contractor may have under this Agreement or any Task Order issued hereunder.

17. Conflict of Interest

The Sub-Contractor represents that the performance of this Agreement does not conflict or cause a breach, and shall not accept any task from any other business organization that creates any conflicts between the Parties.

18. Indemnification

The Parties agree to indemnify and hold harmless the other Party, its respective affiliates, employees, and permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount, which result from the negligence of or breach of this Contract by the indemnifying party, its respective affiliate or successors and any assign that occurs in connection with this Contract. This section remains in full force and effect even after the termination of the Contract.

19. Arbitration

In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] Arbitrators which shall be appointed by [Party Name]. The venue of Arbitration shall be [Venue/Location of Arbitration] and the seat shall be [State of Seat]. The Arbitrators' decision shall be final and will be binding on both the Parties.

20. Miscellaneous

  1. Assignment: Neither the Contractor nor the Sub-Contractor shall have the authority to transfer, charge, or dispose of any rights or liabilities under this Agreement
  1. Notices: Any notices or communication made thereunder in connection with this Agreement shall be in writing and shall be sent by registered or certified mail or courier service.
  1. Severability: In the event, any provision of this Agreement is deemed to be invalid or unenforceable, in whole or part, that part shall be severed from the remainder of this Agreement, and all other provisions shall remain in full force and effect as valid and enforceable.
  1. Amendments: No modification or waiver of the provisions of this Agreement shall be valid or binding on either Party unless in writing and signed by both Parties.
  1. Governing Law: The Parties agree that this Agreement shall be governed by the laws of [State]. In the event the Parties do business in different states, this Agreement shall be governed by the laws of [State].
  1. Entire Agreement: The Parties acknowledge that this Agreement sets forth and represents the entire agreement between both the Parties. If the Parties are willing to change/add/modify any terms, they shall be in writing and signed by both Parties.

Acceptance and Signature

IN WITNESS THEREOF, the Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:
[Contractor Company Name]  

[Sub-Contractor Name]
Signature
Assign signer 1
Name
Assign signer 1
Date
Assign signer 1
Signature
Assign signer 2
Name
Assign signer 2
Date
Assign signer 2
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Thank You

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