Subcontractor agreement template
A subcontract sits between two other contracts, and the trouble lives in the gaps. goHeather asks what your prime contract commits you to, builds the subcontract to match, and flags where the two do not line up.
Any country or jurisdiction you tell it- Flow-down checked against your prime contract
- Built for wherever the project is
- Every clause explained as you go
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What is a Subcontractor Agreement?
A contract that has to line up with the one above it
A subcontractor agreement engages a specialist to perform part of the work a contractor has already promised to deliver under a prime contract. It is most common in construction, but the same shape shows up in professional services, IT implementation and government work.What makes it distinctive is that it sits in the middle of a chain. The contractor has promised the owner a schedule, a standard, warranties and insurance, and needs the subcontractor's obligations to line up — or it carries the difference itself. That is what flow-down means, and getting it wrong in either direction costs money.The other defining feature is payment. The contractor is paid by the owner and pays the subcontractor, and how that dependency is written is the most negotiated term in the document.
What often goes wrong in a subcontractor agreement
Patterns that come up again and again, and how goHeather handles them.
Using last project's subcontract
- The prime contract is incorporated in full and nobody has sent the subcontractor a copy
- Payment terms carried over from a job in a different state
- Indemnity and insurance drafted separately, so the cover does not match the promise
- Delay damages passed straight down from a job ten times the size
- A blanket lien waiver copied from a form nobody has revisited in years
Building it with goHeather
- goHeather asks what the prime contract requires and builds flow-down to match
- It asks where the project is and builds the payment and lien terms to that answer
- Indemnity and insurance are checked against each other and the gaps flagged
- Passed-down damages are sized against the subcontract value
- Every clause is explained in plain English before it goes out to the trade
From blank page to signed subcontractor agreement
goHeather is not a template download. It is a contract builder that walks you through the document, powered by the latest AI models.
- Start
Start from scratch or from a template
Describe the deal in your own words, or pick a Subcontractor Agreement template and work from there. Either way goHeather builds the document with you rather than handing you a file to fill in.
- Answer
Answer questions as it drafts
goHeather asks who the parties are, what the deal covers and where you operate, and writes each clause around your answers as you go.
- Review
See every clause explained
Each clause comes with a plain-English summary of what it does, so you know what the document says before you send it.
- Negotiate
Check what comes back
Upload the other side’s edits and goHeather shows each change against the version you sent, flagged by risk.
- Sign
Send it for signature
Collect e-signatures and keep the executed copy, the key dates and the renewal terms in one place.
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Who needs a Subcontractor Agreement
Where this document usually shows up, and what else goHeather covers there.
- Construction
Trade subcontracts on a project
Payment, retainage, delay and lien paperwork all shift depending on where the job is. goHeather asks before it builds.
See contract AI for construction
- Professional services
Subcontracting part of an engagement
When you pass work to a specialist firm, what you owe the client has to line up with what they owe you.
See contract AI for professional services - Procurement
Managing the supply chain
Flow-down, insurance certificates and waiver tracking are administrative work a well-built contract makes simpler.
See contract AI for procurement - Related
Engaging an individual instead?
For a freelancer rather than a subcontracting business, a contractor agreement is the closer fit.
See the contractor agreement template
Your contracts stay yours
A Subcontractor Agreement carries names, numbers and terms you would not want shared. goHeather protects every document you draft or upload with enterprise-grade controls, end-to-end encryption and trusted AI providers.
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- Your documents and data will never be sold
- We do not use your data to train our models
Building a subcontract with goHeather
goHeather is a technology company, not a law firm, and this page is not legal advice. It describes what our software does. Nothing here states the law or tells you what your contract needs — for that, talk to an attorney licensed where you operate.
A subcontract is the only document on a project that has to work in two directions at once — upward against the prime contract and downward against the work. The sections below cover what goHeather asks before building one, how it handles flow-down, and what it flags in a subcontract you have been asked to sign.
What goHeather covers in a Subcontractor Agreement
These are the parts of a Subcontractor Agreement goHeather asks you about while it builds one, and the parts it looks at when you upload one somebody else sent. It is a description of what the product does — not a checklist for your document, and not a view on what yours needs.
- Scope of work. Which part of the project the subcontractor is responsible for, with the drawings and specifications identified. goHeather flags: gaps between one trade's scope and the next, since that is where most of the arguments on a project actually start.
- Flow-down of prime contract terms. Which obligations from the contract above are being passed down, and what happens where the two documents disagree. goHeather flags: blanket flow-down of a prime contract that has not been attached, so you can see what is being adopted sight unseen.
- Payment and contingent payment. The payment schedule, and how payment down the chain relates to payment from the owner. goHeather flags: wording that shifts the risk of the owner never paying onto the subcontractor, with a timing-only alternative shown beside it.
- Retainage. What percentage is held back from each payment and when it is released. goHeather flags: retainage held at a higher rate than the prime contract holds from the contractor, so you can see the difference.
- Change orders. How additional work is authorised, priced and paid for. goHeather flags: the absence of a written change process, which is the single most common reason subcontractors end up unpaid for extra work.
- Schedule and delay. The program, coordination obligations, and what happens when the job runs late. goHeather flags: delay damages passed down in full from a much larger prime contract, which goHeather sizes against the subcontract value.
- Indemnity. Who covers whose losses for injury, property damage and defective work. goHeather flags: an indemnity reaching past the subcontractor's own work, with a fault-based version shown alongside for comparison.
- Insurance. What coverage is required, at what limits, and who is named on it. goHeather flags: insurance requirements that do not line up with what the indemnity promises, since the two are drafted separately and often diverge.
- Lien and bond paperwork. The waivers exchanged with each payment, or the equivalent on projects where liens do not apply. goHeather flags: a blanket waiver signed in advance, with the payment-by-payment alternative shown, since practice here varies a lot by location.
- Termination and suspension. How either side ends the subcontract, and what is owed when they do. goHeather flags: termination for convenience that pays only for work in place, with nothing for demobilisation or materials already ordered.
Lining the subcontract up with the contract above it
The contractor's problem is straightforward. It has promised the owner a schedule, a standard of work, warranties and insurance. If the subcontract does not impose matching obligations, the contractor absorbs the difference itself.
The tempting shortcut is a clause saying the subcontractor is bound by everything in the prime contract. goHeather flags that, because it tends to produce a subcontractor with a modest scope who has adopted obligations sized for the whole project — and because the prime contract often has not been attached, so nobody signing knows what they took on.
What it builds instead is flow-down limited to terms that touch the subcontractor's actual scope, with the relevant parts of the prime contract attached, and an order of precedence saying which document wins where they conflict. On public or federally funded work it asks about that separately, because those projects carry terms that have to be passed down in specific form.
- Attach the parts of the prime contract that are being passed down
- Limit flow-down to terms that touch this scope of work
- Say which document controls where they conflict
- Size any passed-down damages against the subcontract value
The clause both sides care about most
Almost every negotiation on a subcontract ends up here. The contractor is paid by the owner and pays the subcontractor, and the question is what happens if the owner never pays.
There are two shapes. One treats owner payment as a timing mechanism: the contractor pays after it is paid, but still has to pay within a reasonable period either way. The other makes owner payment a condition, so the subcontractor carries the risk of an owner it never chose and cannot assess.
goHeather asks which you intend and builds it plainly, rather than leaving it to language that could be read either way — and it flags the ambiguous versions it finds in uploaded documents, because ambiguity here is where the disputes come from. How each version is treated depends on where the project is, which is another reason it asks for the location first. Whether the one you want will work on your job is a question for a construction attorney.
Two clauses that are supposed to match and often do not
Indemnity and insurance are usually drafted by different people at different times, which is how a contractor ends up with a promise that no policy will actually fund.
goHeather reads the two together. It flags an indemnity that reaches past the subcontractor's own work and shows a fault-based version beside it. Then it checks the insurance requirements against what the indemnity promises — the coverage types, the limits, who is named, and whether the cover is written to respond to claims that surface after the job is finished.
Where they do not line up, it says so. How far an indemnity is allowed to reach varies considerably depending on where the project is, and it is one of the clearest examples of something worth asking a construction attorney about before the subcontract goes out rather than after a claim arrives.
What goHeather flags in a subcontract you have been asked to sign
Subcontracts arrive as long documents with a signature deadline attached, and reading twenty-six pages properly before Monday is not always realistic.
Upload it and goHeather works through it: how payment depends on the owner, what the flow-down clause has adopted and whether the prime contract was attached, how much is being held back and when it comes back, whether the change-order process is written down, how far the indemnity reaches, whether the insurance matches it, what the lien paperwork requires, and what you are owed if the job is terminated early.
Each finding comes with an explanation and, where there is one, an alternative shown beside it. You take what you want into the negotiation. What goHeather does not do is tell you whether to sign, or whether a clause would hold up on your project — that is a conversation with your attorney, and on a job of any size it is worth having.
Why goHeather asks where the project is
Construction is the area where location changes the paperwork most. How payment down the chain is handled, how much can be held back and for how long, how far an indemnity is allowed to reach, and how lien paperwork works all differ depending on where the job sits — and public and federally funded projects work differently again from private ones. goHeather asks where the project is, what kind of project it is, and what the prime contract above you requires, then builds the subcontract to those answers and flags anything in an uploaded document that looks out of step. It does not tell you whether a clause will be enforced on your job. Construction disputes are expensive and the paperwork rules are genuinely intricate, so this is a document worth putting in front of a construction attorney licensed where you are building.
Before you go. goHeather is a technology company, not a law firm. We do not provide legal advice, legal opinions, or any view on whether a contract or a clause will hold up. Everything above describes what our software does when you build or upload a document. Rules differ from state to state and change over time, and what is right for your business depends on facts we do not have. Have an attorney licensed where you operate review anything that matters.
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goHeather drafts any business contract. These are the ones that usually travel with this one.
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See the contractor agreement template - Framework
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See the SOW template
Need a different contract?
goHeather drafts any business contract, not just the ones listed here. Browse every template or start from a blank brief.
subcontractor agreement template questions
What people ask before they build a Subcontractor Agreement.
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