This agreement lets an independent freelancer (the "Contractor") delegate part of a client project to another independent professional (the "Subcontractor") while keeping control of the client relationship, the quality of the work, and ownership of what gets delivered.

1. Parties and project

Contractor full name (the "Contractor") engages Subcontractor full name (the "Subcontractor") to perform part of a project the Contractor is delivering for its end client (the "Client"): Project description.

2. Subcontracted work

1. The Subcontractor will deliver: Subcontracted deliverables. Work not listed here is out of scope and needs a written amendment.
2. Work begins on Start date and the deadline for the subcontracted work is Delivery deadline. The Subcontractor will flag any risk to the deadline as soon as it appears, not on the due date.
3. The Subcontractor will follow the Contractor's reasonable instructions on format, tools, and quality standards so the combined work reads as one consistent deliverable.

3. Flow-down obligations

The Subcontractor agrees to honor, with respect to the subcontracted work, the confidentiality, data protection, and quality obligations the Contractor owes the Client, summarized here: Flow-down obligations summary. The Subcontractor's obligations to the Contractor are no lighter than the Contractor's matching obligations to the Client.

4. Fees and payment

1. The fee for the subcontracted work is Subcontract fee and currency, invoiced as follows: Invoicing schedule.
2. Invoices for accepted work are due within Payment term in days days of the invoice date. Overdue amounts accrue interest at Monthly late interest rate per month or the maximum allowed by law, whichever is lower.
3. The Contractor accepts or returns each deliverable with consolidated written feedback within five business days of delivery; silence beyond that window counts as acceptance.

5. Client relationship and non-circumvention

1. The Contractor owns the Client relationship. The Subcontractor will not contact the Client about the project except as directed by the Contractor in writing.
2. For twelve months after the project ends, the Subcontractor will not solicit or accept work directly from the Client in the same subject matter as this project without the Contractor's written consent.

6. Intellectual property

1. Upon full payment for the relevant work, the Subcontractor assigns to the Contractor all rights in the delivered work, so the Contractor can in turn meet its obligations to the Client. Until payment, the work remains the Subcontractor's property.
2. The Subcontractor keeps ownership of pre-existing tools, libraries, templates, and know-how, and grants the Contractor a non-exclusive license to use them as embedded in the deliverables.
3. Because Client confidentiality may apply, the Subcontractor may reference the work in a portfolio only with the Contractor's prior written consent.

7. Confidentiality

The Subcontractor will keep confidential all non-public information about the Contractor, the Client, and the project, use it only to perform this agreement, and return or delete it on request. This obligation survives the end of the agreement for two years.

8. Independent contractor

The Subcontractor is an independent contractor, not an employee, agent, or partner of the Contractor or the Client. The Subcontractor controls how and where the work is performed, may work for others, and is responsible for their own taxes, equipment, and insurance.

9. Warranties and liability

1. The Subcontractor warrants that the delivered work will be original, will not knowingly infringe third-party rights, and will materially match the agreed description.
2. Neither party is liable for indirect or consequential damages. Each party's total liability under this agreement is capped at the fees actually paid or payable for the subcontracted work.

10. Termination

1. Either party may end this agreement with Termination notice in days days' written notice.
2. On termination, the Contractor pays for all work accepted to date, and the Subcontractor hands over work in progress that has been paid for.

11. General

This agreement is the entire understanding between the parties about the subcontracted work and can only be changed in a writing signed by both. If any clause is unenforceable, the rest remain in effect. Notices may be sent by email to the addresses each party provides.

Signatures

Subcontractor: ✍ Subcontractor signature Date: Subcontractor signature date

Contractor: ✍ Contractor signature Date: Contractor signature date