---
name: subcontractor-agreement
description: "สกิลสำหรับสัญญา Subcontractor ใช้เมื่อต้องการแนวทาง ขั้นตอน Template หรือคำแนะนำเชิงปฏิบัติสำหรับงานกฎหมาย นโยบาย Compliance เอกสารสัญญา และเอกสารเทคนิคที่ต้องมีโครงสร้างชัดเจน ในหัวข้อนี้"
allowed-tools: Read Write Glob
metadata:
  author: matthewhitcham
  version: "1.0"
---

# สัญญา Subcontractor

## When to Use This Skill

Use this skill when you need to:
- Draft a subcontractor agreement for delegating work on client projects
- Define scope, payment terms, and quality standards for subcontractors
- Protect your client relationships and intellectual property
- Establish confidentiality and non-solicitation terms

**DO NOT** use this skill for employee offer letters, vendor contracts, or client-facing contracts. This is for hiring subcontractors to help deliver your services. Always have a lawyer review before use.

---

## Core Principle

A SUBCONTRACTOR AGREEMENT PROTECTS THREE RELATIONSHIPS — YOU AND THE SUBCONTRACTOR, YOU AND YOUR CLIENT, AND YOUR CLIENT AND THE FINAL DELIVERABLE. COVER ALL THREE.

---

## Phase 1: Agreement Parameters

### Required Inputs

| Input | What to Ask | Default |
|-------|------------|---------|
| **Work to be delegated** | "What tasks or deliverables will the subcontractor handle?" | No default — must be provided |
| **Payment structure** | "How will you pay — per project, hourly, milestone?" | Per project |
| **Duration** | "Is this for one project or an ongoing arrangement?" | Single project |
| **Client confidentiality** | "Does the subcontractor need to know who the end client is?" | No — white-label arrangement |
| **IP requirements** | "Who owns the work product?" | You (the hiring party) own all work product |

**GATE: Confirm scope and payment structure before drafting.**

---

## Phase 2: Agreement Template

```
## SUBCONTRACTOR AGREEMENT

**Effective Date:** [Date]
**Contractor (You):** [Your name/business]
**Subcontractor:** [Subcontractor name/business]

---

### 1. SCOPE OF WORK

Subcontractor agrees to perform the following services:
- [Deliverable/task 1 — be specific]
- [Deliverable/task 2]
- [Deliverable/task 3]

**Standards:** All work must meet [quality standards, style guides, or specifications provided by Contractor].

**Revisions:** Subcontractor will complete up to [X] rounds of revisions at no additional charge. Additional revisions billed at $[rate]/hour.

### 2. TIMELINE

- Work begins: [Date]
- Draft/milestone deadlines: [Dates]
- Final delivery: [Date]
- Late delivery: If Subcontractor misses a deadline without prior notice, Contractor may [reduce payment / reassign work / terminate].

### 3. COMPENSATION

- Total fee: $[amount] for the scope described above
- Payment schedule:
  - [50%] upon signing: $[amount]
  - [50%] upon satisfactory completion: $[amount]
- Payment method: [ACH, PayPal, check]
- Payment timing: Within [X] days of invoice
- Expenses: [Not reimbursed unless pre-approved in writing]

### 4. INTELLECTUAL PROPERTY

- All work product created under this agreement is a "work made for hire" and is owned by Contractor upon full payment.
- Subcontractor may NOT use the work in their portfolio without written permission from Contractor.
- Subcontractor warrants that all work is original and does not infringe on third-party rights.

### 5. CONFIDENTIALITY

- Subcontractor will not disclose the identity of Contractor's clients.
- All project information, client data, and business details are confidential.
- This obligation survives termination of the agreement for [2] years.

### 6. NON-SOLICITATION

- Subcontractor will not directly contact, solicit, or accept work from Contractor's clients for [12-24] months after the engagement ends.

### 7. INDEPENDENT CONTRACTOR STATUS

- Subcontractor is an independent contractor, not an employee.
- Subcontractor is responsible for their own taxes, insurance, and benefits.
- Subcontractor controls the manner and method of performing the work.

### 8. TERMINATION

- Either party may terminate with [7-14] days written notice.
- Upon termination: Subcontractor delivers all completed work. Contractor pays for work completed to date.
- Contractor may terminate immediately for quality issues, missed deadlines, or breach of confidentiality.

### 9. LIABILITY

- Subcontractor is liable for correcting defective work at no additional cost.
- Total liability is limited to the fees paid under this agreement.
```

---

## Phase 3: Quality Management

### Quality Standards Addendum

Attach specific quality requirements:

```
## Quality Standards

**Communication:** Respond to messages within [24] hours on business days.
**File formats:** Deliver work in [specified formats].
**Style guide:** Follow [attached style guide / brand guidelines].
**Review process:** Submit work for review before client delivery — Subcontractor never delivers directly to the end client.
**Tools:** Use [specified tools or platforms] for collaboration and file sharing.
```

### Performance Evaluation

Track subcontractor performance across projects:

| Metric | Standard | Review Frequency |
|--------|----------|-----------------|
| On-time delivery | 95%+ | Per project |
| Revision rate | Under 2 rounds average | Per project |
| Communication responsiveness | Under 24 hours | Ongoing |
| Quality score (your rating) | 4/5 or higher | Per project |
| Client feedback (indirect) | No complaints | Per project |

---

## Phase 4: Finalization

### Agreement Checklist

- [ ] Scope is specific — deliverables, not vague descriptions
- [ ] Payment terms include amount, schedule, and method
- [ ] IP ownership is clearly assigned to you
- [ ] Confidentiality covers client identity and project details
- [ ] Non-solicitation period is defined
- [ ] Termination clause protects both parties
- [ ] Quality standards are documented
- [ ] Both parties sign and date

### Onboarding the Subcontractor

1. Sign the agreement before sharing any project details
2. Provide a project brief with clear deliverables and deadlines
3. Share relevant style guides, templates, and examples
4. Set up communication channel (Slack, email thread, project management tool)
5. Schedule check-in points for draft reviews

---

## Anti-Patterns

- **No written agreement** — verbal deals with subcontractors lead to disputes about scope, payment, and IP ownership.
- **Sharing client identity unnecessarily** — if the subcontractor does not need to know the client, keep it white-label.
- **No non-solicitation clause** — without it, subcontractors can approach your clients directly and cut you out.
- **Paying 100% upfront** — split payments ensure the subcontractor delivers quality work before receiving full compensation.
- **No revision limit** — unlimited revisions at no cost incentivize sloppy first drafts.
- **Letting subcontractors deliver to clients directly** — always review work before it reaches your client.

---

## Recovery

- **Subcontractor misses deadline:** Enforce the late delivery clause. Have a backup subcontractor identified for critical projects.
- **Quality is below standard:** Provide specific feedback referencing the quality standards addendum. Give one chance to correct before reassigning.
- **Subcontractor contacts your client:** Enforce the non-solicitation clause. End the relationship and document the violation.
- **IP dispute:** Reference the work-for-hire clause. Ensure you have signed agreements before any work begins.
- **Subcontractor wants to renegotiate mid-project:** If the scope has not changed, hold to the agreement. If you added scope, negotiate fairly.
