Stop losing money on Web Developer projects.
Send your first 3 subcontractor agreements for free. Hiring a subcontractor without a formal agreement is an open invitation for them to poach your high-ticket clients. Without a 'pay-when-paid' clause, you could be forced to pay a developer thousands of dollars for work your end-client hasn't even approved yet.
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Subcontractor Agreement
Ref: 2026-001 • Standard Business Template
1. Project Scope & Deliverables
The Subcontractor agrees to perform the web development services described in the attached Statement of Work (SOW). This includes, but is not limited to, writing clean, documented code, participating in sprint reviews, and performing bug fixes. All deliverables must meet the technical standards defined by the Main Contractor and pass quality assurance testing before being submitted to the End-Client.
2. Subcontractor Duties
The Subcontractor shall provide all necessary equipment, software licenses, and tools required to complete the project. The Subcontractor agrees to adhere to the project timeline and provide weekly status updates. Subcontractor shall perform the services in a professional manner, ensuring all code is original or properly licensed for the End-Client's commercial use.
3. Payment Terms (Pay-When-Paid)
Payment to the Subcontractor is expressly contingent upon the Main Contractor receiving payment from the End-Client for the specific milestones completed. The Main Contractor shall pay the Subcontractor within ten (10) business days of receiving cleared funds from the End-Client. The Subcontractor acknowledges this risk of non-payment and agrees that the Main Contractor is not a guarantor of the End-Client's performance.
4. Non-Solicitation & Non-Compete
During the term of this Agreement and for a period of twenty-four (24) months thereafter, the Subcontractor shall not, directly or indirectly, solicit, contact, or provide services to any End-Client introduced by the Main Contractor. Any attempt to circumvent the Main Contractor to bill the End-Client directly shall be considered a material breach of contract, and the Subcontractor shall be liable for liquidated damages equal to the total project value.
5. Independent Contractor Status
The parties agree that the Subcontractor is an independent contractor and not an employee, partner, or agent of the Main Contractor. The Subcontractor is solely responsible for all federal, state, and local taxes, insurance premiums, and benefits. The Subcontractor has no authority to bind the Main Contractor to any third-party agreements or obligations.
6. Insurance & Liability
The Subcontractor's total liability for any claim arising out of this agreement, excluding cases of intellectual property infringement or gross negligence, shall be limited to the total amount paid to the Subcontractor under the applicable SOW. The Subcontractor agrees to indemnify and hold the Main Contractor harmless from any claims, damages, or legal fees resulting from the Subcontractor’s breach of third-party intellectual property rights.
Client Poaching
The subcontractor leverages the relationship you built to offer direct services at a lower rate, cutting you out of the deal.
Code Ownership Ambiguity
Without a 'work-made-for-hire' clause, the subcontractor may legally own the source code, preventing you from handing it over to the end-client.
Cash Flow Collapse
If the end-client defaults or delays payment, you are legally obligated to pay the sub out of your own pocket unless 'pay-when-paid' is specified.
What is a Web Developer Subcontractor Agreement?
A Web Developer Subcontractor Agreement is a legal contract where an agency or lead contractor hires a freelancer to perform coding tasks. It protects the lead contractor by securing IP ownership, preventing the freelancer from poaching clients, and tying payment to the receipt of funds from the end-client.
Built from real freelance projects
This template is based on real-world scenarios across freelance projects where unclear scope, missing payment terms, and revision creep led to lost revenue. It is designed to protect your time, define expectations, and ensure you get paid.
Why Web Developers need a clear subcontractor agreement
For a Web Developer or Agency owner, scaling requires delegating code to subcontractors, but this creates a massive 'agency-client' vulnerability. If a subcontractor builds a direct rapport with your client, they might offer a lower rate and steal the account entirely. Furthermore, web development carries high technical risks; if a subcontractor pushes buggy code that crashes a client's e-commerce site, you are the one the client will sue. This document establishes that the subcontractor is an independent entity responsible for their own taxes and errors, while legally barring them from treating your clients as their own leads. It also protects your cash flow by ensuring you aren't out-of-pocket for developer fees before the end-client settles their invoice, creating a mirrored payment structure that keeps your agency's finances stable.
Real-world scenario
Alex, a lead developer at a boutique agency, hired a freelance React specialist to help with a $50,000 enterprise dashboard build. Halfway through, the freelancer sent a private LinkedIn message to the client, claiming Alex’s agency was overcharging and offering to finish the job for 30% less. Because Alex had a Web Developer Subcontractor Agreement in place, he was able to immediately terminate the freelancer for cause and invoke the non-solicitation clause. When the freelancer threatened to sue for unpaid milestones, Alex pointed to the 'pay-when-paid' clause—the client hadn't paid for that milestone yet due to the freelancer’s breach. The legal clarity stopped the poaching attempt cold, saved the $50,000 contract, and protected Alex from a predatory lawsuit, all because the rules of engagement were signed before the first line of code was written.
🛡️ What this subcontractor agreement covers:
- ✓Intellectual Property Transfer and Work-Made-For-Hire Clause
- ✓Strict Non-Solicitation and Non-Circumvention Provisions
- ✓Pay-When-Paid Payment Terms and Milestone Schedules
- ✓Indemnification for Third-Party Code and Plugin Liability
- ✓Independent Contractor Tax and Employment Status Declaration
- ✓Confidentiality and Non-Disclosure of Agency Trade Secrets
Best practices for Web Developers
Include a White-Label Clause
Specify that the subcontractor must act as a 'representative' of your company when using client-facing Slack or email.
Define Acceptance Criteria
Clearly state that payment is only due once the code passes a QA review and is accepted by the end-client.
Legal Disclaimer: MicroFreelanceHub is a software workflow tool, not a law firm. The templates and information provided on this website are for general informational purposes only and do not constitute legal advice.
Frequently Asked Questions
Does this make the subcontractor my employee?
No. The agreement explicitly states they are an independent contractor responsible for their own equipment, taxes, and benefits, satisfying IRS 'Control' tests.
Can I prevent a sub from ever working for my client again?
Typically, non-solicitation clauses last for 12-24 months post-termination, which is legally reasonable to protect your business interests without being an illegal 'restraint of trade.'