Subcontractor Agreement Template for Technology Consultation

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									This is a template of a sample agreement between a company and a subcontractor that
provides management and technology consulting services. The company employs the
subcontractor’s services to work as a productive member of the company on a good-
faith basis and to contribute appropriate methods and tools for business development
activities. This particular agreement provides that the subcontractor will receive 70% of
the fee the company charges clients, but the percentage can easily be customized by
the contracting parties. This template can be used by small businesses or other entities
that want to enter into a subcontractor agreement for management or technology
              [INSERT COMPANY NAME] Subcontractor Agreement
       THIS SUBCONTRACTOR AGREEMENT (this “Agreement”) entered into effect the
day of __________, 201____, by and between __________              ___ [NAME OF
SUBCONTRACTOR] an individual residing or doing business in _______________
BUSINESS] (hereinafter, “Subcontractor”) and ______________________(insert company
name)[NAME         OF       MANAGEMENT/CONSULTING              COMPANY],         a
_______________(insert   company     state)[STATE   WHERE      COMPANY        WAS
INCORPORATED, IF ANY] company with its principal place of business in
______________(insert company city, state)[STATE WHERE COMPANY CONDUCTS
MOST OF ITS BUSINESS] (hereinafter, ___________[PROVIDE COMPANY'S
BUSINESS NAME OR ITS “DBA” ] or as “Company”).


       WHEREAS, [NAME OF COMPANY] is a management consulting firm that provides
management and technology consulting services for businesses throughout the United States; a
consortium established to create a community of senior level (seasoned) subcontractors to work
together in a mutually beneficial environment.           [NAME OF COMPANY] is a
_____________________(insert company description).
{Instruction: Provide brief general description of company and what it does in its business.}

        WHEREAS, Subcontractor is in the business of providing management and technology
consulting services on a contract basis. Subcontractor shall receive no employee-type benefits
such as insurance, pensions, vacation, sick days, etc. under the terms of the Subcontractor
Agreement. Execution of this agreement does not create any legal or inferred employer-
employee relationship. [NAME OF COMPANY] does not provide any form of training. Any
training is the sole responsibility of the Subcontractor. Subcontractor has control over the
projects that they are working on, including but not limited to the following:
                   When and where the work is to be performed
                   What tools, methods, approach to use (i.e., software, work programs, etc.)
                   Ability to hire assistants as necessary
                   Control over purchasing supplies as needed
                   Determine order or sequence to follow when performing work engagements

       WHEREAS, [NAME OF COMPANY] desires to contract with Subcontractor to work
with [NAME OF COMPANY] as a productive member of the [NAME OF COMPANY]
consortium and/or on subsequent client engagements (“Projects”), subject to the terms and
conditions set forth within this Agreement and any subsequent Statement of Works (“SOW”)
prepared for the Subcontractor specific to a Project with the input and agreement of ([NAME
OF COMPANY], Subcontractor, and the applicable Client (as defined in paragraph 9(a)) at said
time, which by default will be appended to this Agreement at that given time. Multiple SOWs
can be appended to a given Agreement.

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      NOW, THEREFORE, in consideration of the premises and the mutual promises and
covenants contained herein, it is hereby agreed by the parties hereto as follows:

        1. Independent Contractor. Subcontractor is an independent contractor for such services as set forth in
other, and that [NAME OF COMPANY] and Subcontractor are not employer and employee for
any purpose whatsoever, including for the purposes of withholdings and unemployment taxes
and worker’s compensation laws, and that nothing contained herein shall be construed to alter
the relationship of independent contractor.

        2. Duties. Subcontractor shall work as a productive member of the [NAME OF COMPANY] conso
Subcontractor’s best efforts to carry out activities contained in this Agreement, as well as any
subsequent Client SOWs entered into between Subcontractor, [NAME OF COMPANY] and
Client. Subcontractor, as an independent contractor, shall be engaged in the Client SOW
development process and will have the ability to accept/reject said Client SOW within reason.
Subcontractor, as an independent contractor, is free to seek out other business opportunities, and
advertise/market themselves for other project type work that is not in direct competition with
[NAME OF COMPANY]'s core offerings. While carrying out these activities mentioned
above, Subcontractor will represent himself as a representative of [NAME OF COMPANY].

        3. Compensation. Subcontractor shall be compensated at the rate of [70%] {Instruction: Or substitute i
project related expenses are to be determined on a case-by-case basis with the then-client
organization and defined in a subsequent project SOW. Subcontractor shall submit to [NAME
OF COMPANY] a weekly accounting of all Client contact time for billing by [NAME OF
COMPANY] of Subcontractor’s services. In the event and to the extent of failure by Client to
pay [NAME OF COMPANY] for such services for any reason, [NAME OF COMPANY] shall
not be obligated to compensate Subcontractor for such services. In such a case, [NAME OF
COMPANY] intends with good faith, but shall be under no obligation, to take all appropriate
and commercially reasonable actions to obtain outstanding fees from Client, including potential
legal actions. Subcontractor hereby expressly waives and disclaims any right Subcontractor may
have to proceed against [NAME OF COMPANY] or any Client in respect of unpaid fees and
agrees that Subcontractor shall only be entitled to a portion of the fees actually collected by
[NAME OF COMPANY] and payable to Subcontractor as set forth in this Agreement.

              [NAME OF COMPANY] invoicing schedule of Clients for project work is monthly
or as otherwise noted within the applicable SOW. Payment by [NAME OF COMPANY] to
Subcontractor for Subcontractor’s services to Client shall be due within fifteen (15) business
days (excluding holidays) of receipt by [NAME OF COMPANY] of Client’s payment for the
billing of Subcontractor’s services to Client.

              In the event that Subcontractor develops new engagements, Subcontractor will be
eligible for a separate business development referral fee. This referral fee is payable at a rate to
be determined by [NAME OF COMPANY], not to exceed 10% of the revenue from such
engagement. This percentage allocation, up to 10% cap (2% min / 10% max), paid at the
discretion of [NAME OF COMPANY] allows for management flexibility to split among
multiple people that are engaged in the business development activities based on their level of

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effort and contributions. This business development referral fee is paid on a similar schedule to
that as above with client billing.

       4. Term. This Agreement may be terminated by either party upon twenty (20) business days written no
request for termination by the Subcontractor is during a current Client engagement that has
negative client/project implications, and [NAME OF COMPANY] cannot reassign
Subcontractor’s work to another Subcontractor, then [NAME OF COMPANY] may reject said
request, honor it at a later date, and/or may take legal action for said damages against

        5. Reimbursed Expenses. [NAME OF COMPANY] does not cover any expenses on behalf of a Subcon
shall be reimbursed for expenses that have been pre-approved in writing (by [NAME OF
COMPANY]), and for reasonable and necessary travel, lodging, and meals expenses associated
with Client engagements and where there is a written agreement that they are to be recovered by
said Client as defined in the applicable SOW. Air travel shall be by coach, and automobile rental
shall be at the “standard” vehicle class. Hotel rates and meal allowance will vary based on
location and should be checked in advance with [NAME OF COMPANY]. All such expenses
shall be itemized by date, and a written report shall be submitted to [NAME OF COMPANY]
with receipts for all such expenses accompanying the report. Reimbursement for allowed
expenses shall be paid to Subcontractor upon receipt by [NAME OF COMPANY] of the
request for reimbursement of such expenses by Client. In the event of failure by Client to pay
[NAME OF COMPANY] for such services and reimbursement of expenses, [NAME OF
COMPANY] is not obligated under the terms of this Agreement to reimburse Subcontractor for
such expenses.

        6. Proprietary, Confidential and Copyrightable Material. Subcontractor acknowledges that:

                a. To the extent that any works prepared or otherwise made by Subcontractor shall contain copyrig
States Code Section 201(b) (if applicable) and all copyrights therein shall be the sole and
exclusive property of [NAME OF COMPANY]. Subcontractor hereby provides and conveys to
[NAME OF COMPANY] the right for unlimited use, title and interest in and to any and all such
copyrightable materials held by Subcontractor. Subcontractor acknowledges that the training
and coaching protocol to be used in connection with any Project, including the developmental
steps and methodology to create such protocol, is proprietary to [NAME OF COMPANY], is
generally not known in the trade and is confidential and constitutes a trade secret of [NAME OF
COMPANY] (hereinafter, collectively, “Trade Secret(s)”). Additional documents, information,
protocols and other materials may be given to or disclosed to Subcontractor at future times and
may also be Trade Secrets. Any interest which Subcontractor may have, if any, in the Trade
Secrets through any development work which Subcontractor may have performed for [NAME
OF COMPANY] is hereby assigned and conveyed to [NAME OF COMPANY]. As a
consequence of the independent contractor relationship, [NAME OF COMPANY]’s Trade
Secrets maintained by [NAME OF COMPANY] and other information which may be
proprietary (hereinafter collectively referred to as “Confidential Information”) will be made
available to the Subcontractor. Subcontractor covenants that the Trade Secrets and Confidential
Information will not be disclosed to any individual, firm, association, corporation or other
enterprise without the written consent of [NAME OF COMPANY], and that Subcontractor will
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not use any such Trade Secrets or Confidential Information which shall become known to
Subcontractor in the course of Subcontractor’s future contractual relationships, such information
being deemed confidential to the extent not known generally in the trade

                b. Subcontractor agrees that, at the end of Subcontractor’s relationship with [NAME OF COMP
belonging to [NAME OF COMPANY] or its business associates, whether made available to
Subcontractor by [NAME OF COMPANY] or a business associate or constituting Work
Product, including, but not limited to, all originals and copies of any software, disks, security
devices, data, computer hardware, reports, files, correspondence, plans, planning documents, and
all documents containing Confidential Information.

                c. Any materials that Subcontractor has previously developed and has ownership rights in shall r
[NAME OF COMPANY] consortium, while providing [NAME OF COMPANY] an unlimited
license of internal use or for clients other than for sales.

        7. Competition. Subcontractor acknowledges that:

                a. [NAME OF COMPANY] is a management consulting firm that provides leadership developm

               b. Subcontractor recognizes that [NAME OF COMPANY] core businesses are in the areas of the
{Instruction: Describe main functions and/or focuses of Company's business(es).}

                c. Subcontractor shall not, (i) during the term of Subcontractor’s independent contractor relation
relationship, regardless of the reason for the termination of the independent contractual relation-
ship between [NAME OF COMPANY] and Subcontractor or regardless of other claims
Subcontractor may have against [NAME OF COMPANY], being that this covenant is inviolate,
whether directly or indirectly, as a sole proprietor, principal, partner, stockholder, investor,
lender, director, officer, manager, employee, member, trustee, administrator, consultant,
independent contractor, agent, helper, representative or otherwise:

                        (i) engage, participate or become interested in, affiliated or connected with, or be employe

                     (ii) assist any other person or entity who may market or sell to any Client the same or sub
following such termination of the independent contractor relationship.

                d. Subcontractor shall not directly or indirectly, induce or attempt to influence any employee or in

                e. Subcontractor covenants with [NAME OF COMPANY] that Subcontractor, without [NAME O

               f. The remedies at law for the breach of any of the restrictive covenants or violation of the cove
obligated for [NAME OF COMPANY]’s reasonable attorney fees in any legal proceeding to
enforce this contract, if [NAME OF COMPANY] is adjudicated to be the prevailing party in
such proceeding. Each paragraph or sub-paragraph shall be deemed severable from each other
paragraph or sub-paragraph.
{Instruction: This section of section "f", directly above, that provides for attorney fees will
also be held by a court to give attorney's fees to subcontractor, if subcontractor is found to be
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the prevailing party. Therefore, parties may want to carefully consider whether or not they
want to have this reciprocal Attorney's Fees provision included in the contract.}

                g. Subcontractor acknowledges and understands that Subcontractor has excellent job skills easily
will not suffer any undue harm or loss and will be able to earn a substantial livelihood.
{Instruction: A court may decide that the above clause ("g") is unreasonably unfair to a
subcontractor and that it might unreasonably restrict Subcontractor's ability to earn a living.
If a court does make this determination, it will strike this provision from the contract.}

       8. Non-Solicitation of Employees and Independent Contractors. Subcontractor agrees that during Sub
employee or independent contractor of [NAME OF COMPANY], or directly or indirectly
induce any employee or independent contractor of [NAME OF COMPANY] to leave his or her
employment or to terminate his or her agreement to provide services to [NAME OF

        9. Non-Interference with Client Relationships. Subcontractor acknowledges that:

              a. Definition of Client. “Client” means any person or entity (and all parents, subsidiaries, affi
Subcontractor’s engagement under the Agreement.

               b. Non-Solicitation of Clients. While engaged by [NAME OF COMPANY] and for twelve (
employment or engagement as an independent contractor with any Client, for the provision of
services that are the same or of a similar nature to those Subcontractor performed or is to
perform on behalf of such Client pursuant to this Agreement.

              c. Non-Interference with Clients. Subcontractor agrees that during his or her engagement by [N
withdraw, curtail, cancel or decline business with [NAME OF COMPANY].

      10. Authority of Subcontractor. Subcontractor shall have no authority to contract with or modify or ame
to [NAME OF COMPANY] for decision and execution.

       11. Government Laws and Regulations. Subcontractor shall comply with all federal, state and local law
to worker’s compensation, disability, and other laws or provisions related to the operation of
Subcontractor’s business and to obtain all necessary licenses and permits as required by
applicable federal, state and local law, rule or regulation. Subcontractor shall pay and be
responsible for their own federal state and local income taxes including self-employment taxes.
Furthermore, the Subcontractor must at all times comply with all rules and regulations of the
governmental agency or quasi-governmental agency having jurisdiction over the activities of
Subcontractor in the performance of his duties herein.

{NOTE: No court would enforce this clause, as it clearly would violate public policy. A
company intentionally or negligently avoiding its proper tax obligations and costs cannot be
allowed to shift its legal burden to an innocent party, simply due to the unequal power in the
contracting process.}

indirectly) Subcontractor's breach of this Agreement, improper or non-conforming delivery of
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services to Client, or other failure to abide by the terms of this Agreement. This indemnification
specifically includes, but is not limited to, breaches in tort or contract. If Subcontractor is
adjudicated to have violated this Agreement, [NAME OF COMPANY] shall have its reasonable
attorney's fees reimbursed, including all court costs and expenses related to any litigation or legal
proceedings that are the result of breaches by Subcontractor, Subcontractor's agents, employees
or its own subcontractors.

        13. Notification of [NAME OF COMPANY]. Subcontractor shall promptly notify [NAME OF COMP
detailed report thereon.

       14. Notices. Any notices to be given hereunder shall be deemed sufficiently given when in writing and w
postage prepaid:

                b. If to [NAME OF COMPANY]:
                                     [NAME OF COMPANY]
                                   [ADDRESS OF COMPANY]

                c. If to Subcontractor:
                       [NAME AND ADDRESS OF SUBCONTRACTOR]

Such addresses may be changed by either party by written notice giving a new address.

       15. Assignment. The rights and obligations of [NAME OF COMPANY] under this Agreement shall be
without the prior written consent of [NAME OF COMPANY].

        16. Jurisdiction and Venue. In the event the arbitration requirements of paragraph 18, below, are unenfo
state of Company}. Subcontractor waives any right to object to service of process, jurisdiction,
and venue of said Courts with respect to this Agreement. Subcontractor agrees that all claims or
causes of action relating to this Agreement must be filed or commenced in the District or
Superior courts of _____________,________ {Instruction: provide county and state of
Company}. Furthermore, without intending in any way to limit the agreement in paragraph 18 to
arbitrate, to the extent any controversy or claim arising out of or relating to this Agreement or the
breach thereof is not arbitrated, the parties irrevocably and voluntarily waive any right they may
have to a trial by jury in respect of such controversy or claim. WHETHER THE
{Instruction: Some courts may find that the above provision (i.e., precluding a jury trial) is
against public policy and therefore strike the provision. Consult a local attorney to determine
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the controlling law in your particular state or county, if you want to include this sort of

        17. Governing Law. This Agreement shall be governed by the laws of the State of _______________ {In

        18. Arbitration of Disputes. Any controversy or claim arising out of or relating to this Agreement or the
to the parties from the panel by the American Arbitration Association shall be attorneys licensed
by the ______________ [Instruction: provide state of Company] State Bar; liberal discovery
shall be allowed by the arbitrator(s) for production of documents and the deposing of expert
witnesses, witnesses not residing in _______________, _______________{Instruction: provide
county and state of Company}(insert company county, state) and witnesses unable to attend the
hearing; and the arbitrator shall issue any subpoenas requested in good faith by the parties for the
purpose of conducting any such discovery. Judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. The parties consent and
agree that the arbitration hearing shall take place in _______________, _______________(insert
company city, state){Instruction: provide city and state of Company}. The arbitrators shall
assess reasonable attorney fees to the prevailing party.

        19. Amendment. This Agreement shall neither be modified nor amended except in writing and signed by

        20. Waiver. No provision herein may be waived except by an agreement in writing signed by the waiving

        21. Survival. Any provisions herein contained which by their nature and effect if required to be observed
generality of the foregoing, the provisions of paragraphs 6 through 13 shall survive termination
of this Agreement.

promises or agreements, written or oral, made prior to or contemporaneously with this
Agreement shall have no legal or equitable effect or consequences unless reduced to writing
herein. Paragraph or section headings are for convenience of reference only and shall in no way
affect the interpretation of this Agreement. The words “hereof,” “herein,” “hereunder,” and
similar terms when used in this Agreement refer to this Agreement as a whole and not to any
particular provision of this Agreement.

        23. Unenforceable Provisions/Severability. If any paragraph, sub-paragraph or provision hereof shall be
is also the express intention of the parties hereto that in lieu of each paragraph or provision of
this Agreement which may be determined to be illegal, invalid or unenforceable, there will be
added as a part of this Agreement a clause or provision as similar in terms to such illegal or
invalid or unenforceable paragraph or provision as may be possible and may be legal, valid and

        24. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of

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         If you are in agreement with the foregoing terms and conditions, please sign and date this
letter in the space provided below and return it to us. You acknowledge that execution and
delivery of this Agreement is an essential term and condition of your engagement.

       IN WITNESS WHEREOF, the parties hereto have executed this agreement under seal
by the Corporation in its corporate name by its duly authorized officers and its corporate seal to
be hereto affixed, all by order of its Board of Directors first duly given and the other parties by
placing their hands and seal as of the day and year first above written with the intent that this
agreement shall constitute a sealed instrument within the meaning of the [NAME OF
COMPANY] General Statutes.

                                             By: ______________________________________
                                             Print Name:________________________________
                                             Date: _____________________________________

                                             Notary Signature & Stamp:

By: ___________________ [SIGNATURE / TITLE]
Print Name:___
Date: __________________________________

If this agreement is with a company, the individual consultant must sign the following:
Acknowledgment.             I,     _________________________,        an      employee       of
______________________, [NAME OF COMPANY] acknowledge that I have read the
foregoing Independent Consultant Agreement and I agree that all references to “you” in the
Agreement regarding obligations of my employer shall also apply to me individually and I agree
to be bound by such obligations as set forth in the Agreement.

                                             By: ______________________________________
                                             Print Name:________________________________
                                             Date: _____________________________________


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[NAME OF COMPANY] has developed various products, procedures, practices, programs,
technologies and materials which must be disclosed to you in the course of our business
association, or in discussions pertaining to the establishment or such business association or
relationship. We agree to provide such information to you under the following conditions:

1) That you do not disclose such information, products, procedures, practices, programs,
    technologies and materials to any individual, organization or cause to be disclosed to any
    individual or organization such information, products, procedures, practices, programs,
    technologies and materials for the purpose of competition with [NAME OF COMPANY],
    without prior written permission from [NAME OF COMPANY].

2) That you acknowledge such information, products, procedures, practices, programs,
    technologies and materials to be the proprietary property of [NAME OF COMPANY].

3) You will return any confidential materials to [NAME OF COMPANY]. at any time such a
    request is made by [NAME OF COMPANY].

4) That you agree not to reproduce in whole or in part, by any means now known or to be known
    in the future, any of the aforementioned information, products, procedures, practices,
    programs, technologies or materials provided or made accessible to you in any format
    without prior written permission from [NAME OF COMPANY].

5) That you acknowledge that any such permission to reproduce materials, documents, programs,
    or information referred to in section three (3) above does not and shall not constitute any
    rights whatsoever to said materials, documents, programs or information, and that said rights
    are and shall remain the sole property of [NAME OF COMPANY].

6) That you acknowledge that all such information, products, procedures, practices, programs,
    technologies and materials provided or made accessible to you is predicated on the need for
    such information, products, procedures, practices, programs, technologies and materials to
    make a reasonable determination as the suitability of forming a business relationship with
    [NAME OF COMPANY], or to conduct business as an Independent Contractor of [NAME
    OF COMPANY]. and that you have not sought such information, products, procedures,
    practices, programs, technologies and materials to compete, or cause any other individual or
    organization to compete in any way whatsoever with the business interests of [NAME OF

Name (Print)


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Notary                   Signature   &        Stamp

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