What Should Be Included in a Subcontractor Agreement?

Read the complete business arrangement

A subcontract defines the relationship between contractors. It can contain obligations beyond the task description and may flow requirements from a government prime contract. Review the agreement before starting work.

Areas to examine

• Scope, deliverables, schedule, locations, and acceptance criteria
• Pricing, invoices, payment conditions, and funding limits
• Changes, approvals, and authority to direct work
• Required clauses, security, data handling, quality, and labor terms
• Intellectual property, confidentiality, and permitted disclosures
• Insurance, liability, warranties, disputes, and termination
• Records, reporting, and any subcontracting limitations

Clarify dependencies

Identify which resources, data, access, and approvals the prime must provide. Record assumptions and what happens if they are delayed. Do not rely on an informal promise inconsistent with the signed terms.

Distinguish teaming from award

A proposal-stage agreement may not guarantee a subcontract. Understand what triggers actual work and payment. Verify that the authorized signatories and scope are correct.

This is a review checklist, not a universal contract template or legal opinion. Use qualified counsel for material risks. Clear terms help protect both parties and make delivery responsibilities understandable.