Sub-Contractor
Agreement
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TERMS AND CONDITIONS.
1. DEFINITIONS.
(a) “Contract” means the Contractor's binding agreement with the Subcontractor in which the Subcontractor shall provide support according to the Services under this Agreement.
(b) “Deliverables” means the equipment and material goods to be availed from the Subcontractor, as specified in the Agreement.
(c) “Intellectual Property Rights” means laws safeguarding the sanctity of the Deliverables availed from the Subcontractor by the Contractor.
(d) “Pre‐Existing Intellectual Property” means any Intellectual Property that has been created by either Party or any third party before the Subcontractor provides any Services to the Contractor under this Agreement.
(e) “Services” means the area of work performed by the Subcontractor as per the task order provided by the Contractor.
(f) “Task Order” means a pre-determined document agreed upon by both Parties, giving the Subcontractor the go-ahead to perform the desired Services and/or provide Deliverables in accordance with such Task Order.
2. SCOPE OF WORK.
The Subcontractor shall be employed as an independent contractor and will provide and furnish all necessary labor, materials, equipment, facilities, and administrative functions that are necessary for the performance of the Agreement.
The Subcontractor shall only work as per the pre-determined Scope of Work that the parties agree to, subject to the terms and conditions of this Agreement.
The Subcontractor 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:
(a) Description of Services
(b) Description of Deliverables
(c) Duration of Services
(d) Standard Pricing of the Outlined Services
(e) [Add More Data]
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 expressly agreed upon by both parties.
4. TERM.
The Agreement shall start on the Effective Date of [Agreement Effective Date] and shall remain in effect for a term of [Agreement Term] year(s) from the Effective Date. A Task Order shall contain the assigned task and the ideal deadline. If the deadline of such a Task Order extends after the finishing date of the Agreement, then both parties shall make a special provision for the same, and the agreement shall be extended until the termination of such a Task Order.
5. INTELLECTUAL PROPERTY RIGHTS.
(a) Each party shall be the custodian of 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.
(b) The Subcontractor shall not use the external party’s Pre‐existing Intellectual Property in the context of the Agreement unless the third party has given written consent to the usage of such property.
(c) The Subcontractor grants the Contractor, during the duration of the Agreement, a non‐exclusive, royalty‐free, worldwide, perpetual, and irrevocable license in any Subcontractor and external third-party Pre‐existing Intellectual Property to the extent such Pre-existing Intellectual Property is incorporated into any of the Deliverables.
(d) The Subcontractor acknowledges it shall continue to comply with all external party licenses during the term of the Agreement and shall notify the Contractor of any terms.
(e) The Subcontractor agrees that the Contractor shall own the rights to the Subcontractor's Deliverables/Services mentioned in the Agreement without any claim for additional compensation from the Contractor and without any interference.
(f) Except for the authority to use materials provided by the Contractor, as necessary for the Subcontractor to perform Services under the Agreement, the Subcontractor is not granted any right, title, or interest in any of the Contractor’s 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 [Maximum Days to Reject Goods Post-Delivery] day(s) from the date of delivery. If the Contractor has not rejected the Goods/Deliverables within [Maximum Days to Reject Goods Post-Delivery] day(s) 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 Subcontractor a reasonable time to cure the deficiency.
7. RATE.
In consideration of the Subcontractor performing the assigned project, subject to the terms and conditions set forth herein, the Contractor shall pay the Subcontractor a sum of [Subcontractor Total Compensation], hereinafter referred to as the “Subcontractor price.”
The standard pre-determined rates shall apply unless otherwise mutually modified by both Parties.
Deliverables/Services | Standard Charges |
[Mention Deliverable 1] | $[Deliverable 1 Charges] |
[Mention Deliverable 2] | $[Deliverable 2 Charges] |
[Mention Deliverable 3] | $[Deliverable 3 Charges] |
8. COMPENSATION POLICY.
(a) Labor: The Contractor shall compensate the Subcontractor as per the concerned Task Order, keeping in mind the standard charges and pre-determined rates as per the Agreement. Therefore, the Subcontractor acknowledges that the rates agreed upon are at par and not more than the lowest rates charged to others for the same Services/Deliverables.
(b) 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 Subcontractor for any expenses related to travel that were not notified to the Contractor and mutually agreed upon in writing.
(c) Miscellaneous Costs: The Subcontractor is not authorized to demand an invoice from the Contractor for any costs incurred, including, but not limited to, telephone calls, books, office supplies, postage, and shipping. The Contractor, therefore, shall not reimburse any such costs. If, in exceptional cases, the Deliverables/Services are identified as reimbursable, and both Parties agree to such an exception, the Contractor shall accordingly compensate.
(d) Taxes: The Contractor shall reimburse the Subcontractor for any applicable sales taxes, use taxes, or other similar transaction-based taxes imposed by state or local jurisdictions. Any such taxes will be itemized separately in the Subcontractor’s invoices.
9. PAYMENT TERMS.
(a) The subcontractor shall submit a different invoice for each Task Order, keeping in mind the terms contained in the applicable Task Order.
(b) The invoice shall be considered active only if the rates are in accordance with a Task Order.
(c) The Subcontractor shall perform the Services efficiently per the Task Order requirements and within the given deadline.
(d) Quality adherence is to be kept in mind.
(e) The Contractor, upon analyzing the efficiency of the Subcontractor, shall duly acknowledge the invoice, subject to the pre-determined terms and conditions in the Agreement.
(f) The Contractor shall pay the Subcontractor within [Subcontractor Invoice Payment Due Days] day(s) after clearance of the invoice.
10. SPECIAL CARE.
(a) The Subcontractor warrants to the Contractor that it shall comply with all the Subcontractor obligations and perform the duties entered into as of the date mentioned above.
(b) The Subcontractor shall exercise reasonable care and diligence in the performance of the work.
(c) The Subcontractor shall also promptly provide all the necessary information relating to the work to the Contractor.
11. MODIFICATION.
After notifying the Subcontractor, 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 [Task Order Modification Acceptance Timeline] day(s) of the Task Order, then the Contractor shall agree to pay a penalty for the same. A penalty of [Penalty for Late Modification Notice] shall be borne by the Contractor. Therefore, the Parties shall adjust the pricing of the task order accordingly as per the changes in the Services/Deliverables ordered.
12. CLIENT INTERACTIONS.
(a) The Subcontractor may communicate directly with the Client during the performance period of a Task Order, and those communications shall be exclusive to the Services/Deliverables in the Agreement.
(b) If, while rendering Services/Deliverables, the Subcontractor learns of potential clients or additional opportunities specifically related to the Contractor's Services, the Subcontractor shall disclose such information to the Contractor.
(c) The Subcontractor shall refrain from manipulative conversation with the Client, leading to the Contractor's loss and monetary loss.
13. CONFIDENTIALITY.
(a) Both Parties shall mutually consent to safeguard Confidential Information, including patents, trade secrets, and other discrete information. Each Party may also hold an external party’s Confidential Information, which they are obligated to keep confidential.
(b) Data and security rights shall vary by jurisdiction.
(c) The Subcontractor 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, retransferring, or accessing any individual or entity, except:
(i) Employees or agents who actually and legitimately need to access or use the Subcontractor's Deliverables/Services in the performance of the Contractor’s duties to the Client Company.
(ii)Third parties approved in writing by the Contractor before any disclosure and only within the scope of such approval.
(d) The Subcontractor shall not use the Contractor's likenesses or logos.
(e) Upon termination, the Contractor shall return any rights it has on a Subcontractor's Deliverables/Services from the onset of the applied termination.
14. WARRANTY.
(a) The subcontractor warrants that the Deliverables/Services purchased hereunder are free and clear of defects. The Subcontractor provides a warranty of [Deliverables Warranty Period].
(b) The Subcontractor shall abide by this warranty and fix any issue at an authorized Subcontractor service center in the [Subcontractor Service Center Location].
(c) The Subcontractor warrants that the Services or the Deliverables shall meet the Client's requirements.
(d) The Subcontractor 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.
15. LIMITATION OF LIABILITY.
(a) Any limitation or waiver shall not apply to the Subcontractor's Indemnification or Confidential Information of the Agreement.
(b) Both Parties shall not be liable for any individual injury, death, or physical damage resulting from any of the Parties' Intellectual Property claims.
16. INSURANCE.
(a) The Subcontractor shall avail of insurance coverage for its business requirements at the state of law and individual discretion.
(b) The Subcontractor’s lack of insurance coverage shall limit any liability the Subcontractor may have under this Agreement or any Task Order issued hereunder.
17. CONFLICT OF INTEREST.
The Subcontractor 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] arbitrator(s) who shall be appointed by [Arbitration Appointing Party Name]. The venue of arbitration shall be [Location of Arbitration], and the Seat shall be [State of Seat]. The arbitrator(s)' decision shall be final and binding on both Parties.
20. ASSIGNMENT.
Neither the Contractor nor the Subcontractor shall have the authority to transfer, charge, or dispose of any rights or liabilities under this Agreement.
21. NOTICES.
Any notices or communications made under this Agreement shall be in writing and sent by registered or certified mail, or by courier service.
22. SEVERABILITY.
In the event that 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.
23. 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.
24. GOVERNING LAW.
The Parties agree that this Agreement shall be governed by the laws of [Governing Law]. If the disputes arising from this agreement cannot be resolved through arbitration, they shall be resolved through litigation in the courts of [Jurisdiction].
25. ENTIRE AGREEMENT.
The Parties acknowledge that this Agreement sets forth and represents the entire agreement between both Parties. If the Parties are willing to change/add/modify any terms, such changes shall be in writing and signed by both Parties.
ACCEPTANCE AND SIGNATURE.
IN WITNESS WHEREOF, the Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:
[Subcontractor Name]
[Contractor Company Name]
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