A neutral-form master agreement under English law providing a framework for a sub-contractor to perform continuous or repeated services for a company (often to serve that company's own customers). Individual jobs are defined in separate job/work orders under the master terms. Governed by the law of England & Wales.
How to use this template, read this first - Replace every
[SQUARE-BRACKET]field before use. - A master agreement sets the standard terms once; each piece of work is then ordered through a short job order that incorporates those terms, efficient where work is ongoing. - Consider employment status / IR35, health & safety responsibilities on the customer's site, and whether the sub-contractor may use its own sub-contractors. - Have a solicitor review before use.
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THIS SUB-CONTRACTING MASTER AGREEMENT is made on [DATE]
BETWEEN (1) [COMPANY NAME] of [ADDRESS] (the "Company"); and (2) [SUB-CONTRACTOR NAME] of [ADDRESS] (the "Sub-Contractor").
Agreed terms
1. Framework. This Agreement governs all services the Sub-Contractor agrees to provide to the Company from time to time. It does not oblige the Company to offer, or the Sub-Contractor to accept, any particular work.
2. Job orders. Each job will be set out in a Job Order (Schedule 1 format) specifying the services, deliverables, location, timetable and price. A Job Order takes effect when [signed by both / accepted in writing], and incorporates these master terms. If a Job Order conflicts with these terms, [these terms / the Job Order] prevail[s].
3. Performance. The Sub-Contractor will perform each Job Order with reasonable care and skill, in a professional manner, to the standards and specifications stated, and in compliance with all applicable laws.
4. The Company's customers. Where services are performed for the Company's customers, the Sub-Contractor will [follow reasonable customer site rules], maintain professional conduct, and not solicit or contract directly with those customers for [NUMBER] months, so far as reasonable.
5. Status and personnel. The Sub-Contractor is an independent contractor, responsible for its own staff, tax and National Insurance. The Sub-Contractor may use suitably qualified sub-contractors [with the Company's prior approval], remaining responsible for their work.
6. Charges and payment. The Company will pay the prices in each Job Order within [NUMBER] days of a valid invoice. Late payment may bear interest under the Late Payment of Commercial Debts (Interest) Act 1998.
7. Insurance. The Sub-Contractor will maintain [public liability, professional indemnity and employer's liability] insurance of at least £[AMOUNT] and provide evidence on request.
8. Health and safety. Each party will comply with applicable health-and-safety law; the Sub-Contractor will follow site rules and risk assessments where it works.
9. Intellectual property. IP created in performing a Job Order is [assigned to the Company / licensed to the Company] as stated in the Job Order.
10. Confidentiality and data protection. Each party will keep the other's confidential information secret and comply with the UK GDPR and Data Protection Act 2018.
11. Liability. Nothing limits liability that cannot lawfully be limited. Subject to that, the Sub-Contractor's liability per Job Order is limited to [the Job Order value / £AMOUNT], excluding indirect loss.
12. Term and termination. This Agreement continues until terminated on [NUMBER] days' notice; either party may terminate immediately for material breach not remedied within [NUMBER] days or on insolvency. Open Job Orders [continue / terminate] as specified.
13. Governing law and jurisdiction. This Agreement is governed by the law of England and Wales, whose courts have exclusive jurisdiction.
Execution
Signed for [COMPANY]: __________________ Date: [DATE] Signed for [SUB-CONTRACTOR]: __________________ Date: [DATE]
Schedule 1, Job Order template
--- This template is a starting point and not legal advice. Have a qualified solicitor review and adapt it before use, including on employment-status/IR35 and health-and-safety responsibilities. Governing law: England & Wales.