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Legal

Subcontractor Agreement

A subcontractor agreement is the document a main contractor and a trade contractor sign before the trade contractor starts on site. Its job is narrow and practical: define the package, tie it to the main contract programme, set out how and when money moves, and say what happens when something goes wrong. What follows describes the sections these agreements customarily contain rather than offering advice on any particular deal.

Scope is where most disputes begin, and the useful version of it is written as inclusions and exclusions side by side. A package described only as mechanical and electrical services invites an argument about builders work in connection, temporary supplies, testing attendance, off site storage and who supplies the scaffold. Writing down what is not included is the cheapest risk management in construction, and it is the part most often left to a quotation attached at the back.

Payment provisions carry statutory weight in some jurisdictions. Contracts covered by the United Kingdom Construction Act need an adequate payment mechanism with a due date and a final date for payment, a payment notice from the payer within five days of the due date, and a pay less notice before the prescribed period ends. Conditional payment clauses that make payment depend on the main contractor being paid are ineffective under that Act other than in narrow insolvency circumstances, which is why pay when paid wording is now rare in agreements written to it. Elsewhere the timetable is whatever the parties agree, so the template records the dates rather than assuming a regime.

The remaining sections are the ones that get read only when things go badly: retention and its release, liquidated damages, extension of time, insurance levels and who carries them, health and safety duties, collateral warranties to the client or a funder, suspension and termination, and the dispute route, which in construction is usually adjudication before anything else. Rendering the agreement from JSON lets a contractor hold one clause set and generate a numbered, package specific agreement for every trade on a project, with the scope schedule, programme dates and insurance figures filled from the procurement record instead of retyped.

Blanks to fill

agreement_date Date of the subcontract
contractor_name Contractor
contractor_company_number Contractor company number
contractor_address Where the contractor is
subcontractor_name Subcontractor
subcontractor_company_number Subcontractor company number
subcontractor_address Where the subcontractor is
project_name Project
project_number Project number
site_address Where the site is
main_contract The main contract
employer Employer under the main contract
package_title The package
scope_summary What the work is
contract_documents The documents and which one wins
subcontract_sum The price
pricing_basis How the price is built up
variations How work is varied
rates_for_varied_work Rates for varied work
start_on_site Start on site
completion_date Completion
programme_duty Keeping to the programme
extension_of_time Extra time
late_completion_damages Finishing late
valuation_day Valuation day
payment_due When payment falls due
final_date_for_payment Final date for payment
payment_notice The payment notice
pay_less_notice The pay less notice
payment_not_conditional Payment is not conditional
retention_rate Retention held
retention_release When retention is released
collateral_warranties Collateral warranties
defects_liability Defects
suspension_and_termination Suspending and ending the work
disputes Disputes
governing_law Governing law
notices Notices
special_conditions Anything else agreed
execution_note How it is signed
contractor_signatory Who signs for the contractor
subcontractor_signatory Who signs for the subcontractor
agreement_reference Subcontract reference
inclusions[] One per item, so a row is added for every item in the list
exclusions[] One per item, so a row is added for every item in the list
milestones[] One per item, so a row is added for every item in the list
insurances[] One per item, so a row is added for every item in the list
obligations[] One per item, so a row is added for every item in the list

The data behind the preview

This is the exact JSON that produced the document above. Change the values, POST them to the API, and you get your version back as DOCX or PDF. Lists grow and shrink with your data; the layout adapts.

  1. 01 Sign up free and duplicate this template into your workspace.
  2. 02 Adjust the wording and branding in the visual editor.
  3. 03 Fill it in the app, share it as a form link, or call the API.
sample-data.json
{
  "agreement_reference": "SC-2026-114-ME",
  "agreement_date": "February 9, 2026",
  "project_name": "Cascade Street mixed use development",
  "project_number": "PRJ-2026-114",
  "site_address": "Cascade Street, Bristol BS1 6TR, United Kingdom",
  "contractor_name": "Kingsmoor Construction Limited",
  "contractor_address": "Kingsdown House, 14 Rowan Way, Bristol BS2 9PL, United Kingdom",
  "contractor_company_number": "08114220",
  "contractor_signatory": "Rachel Amankwah, Commercial Director",
  "subcontractor_name": "Thornbury Mechanical Limited",
  "subcontractor_address": "Unit 7, Avonmouth Trade Park, Bristol BS11 8DR, United Kingdom",
  "subcontractor_company_number": "09447731",
  "subcontractor_signatory": "Ian Ferris, Contracts Manager",
  "main_contract": "Between Cascade Street Holdings LLC and Kingsmoor Construction Limited, dated January 12, 2026, with sectional completion for levels 3 and 4",
  "employer": "Cascade Street Holdings LLC",
  "package_title": "Mechanical and electrical services, levels 1 to 6 and the plant rooms",
  "scope_summary": "Design development, supply, installation, testing, commissioning and handover of the mechanical and electrical services for the office floors and the plant rooms, covering ventilation and cooling, small power and lighting, emergency lighting, public health and drainage above ground, fire detection wiring back to the base build panel, and the building management points on levels 3 to 6.",
  "inclusions": [
    {
      "included": "Design development of the performance specification to installation status, with coordinated drawings",
      "note": "Model updates issued every two weeks"
    },
    {
      "included": "Supply and installation of all plant, pipework, ductwork, containment and cabling in the package",
      "note": "Plant schedules at appendix B"
    },
    {
      "included": "Testing, commissioning, witnessing and the commissioning records",
      "note": "Two witnessing days per section"
    },
    {
      "included": "Operation and maintenance manuals, drawings as built and the asset register",
      "note": "Draft four weeks before each section"
    },
    {
      "included": "Training on the installed systems, recorded and issued as video",
      "note": "Up to eight hours per section"
    },
    {
      "included": "Warranty certificates for the plant, passed to the employer at handover",
      "note": "Issued with each handover certificate"
    },
    {
      "included": "Attending to defects through each defects period",
      "note": "Response times in clause 12"
    }
  ],
  "exclusions": [
    {
      "excluded": "Builders work in connection, including forming and making good structural openings",
      "note": "By the contractor, to marked up positions"
    },
    {
      "excluded": "Temporary electrical supplies, lighting and power for construction",
      "note": "By the contractor"
    },
    {
      "excluded": "Access equipment above six metres and all scaffold",
      "note": "By the contractor, booked on the access schedule"
    },
    {
      "excluded": "Fire stopping of openings formed by other trades",
      "note": "Own openings only"
    },
    {
      "excluded": "The base build fire alarm panel, the lifts and the incoming utility connections",
      "note": "Direct packages held by the contractor"
    },
    {
      "excluded": "Storage of plant off site before the site can receive it",
      "note": "At cost by prior agreement, with vesting certificates"
    },
    {
      "excluded": "Fit out services for the ground floor retail units",
      "note": "Shell and core only in this package"
    }
  ],
  "contract_documents": "This agreement and its appendices, the subcontractor's quotation of January 28, 2026 as amended by the pre order minutes of February 4, 2026, sections 21 to 28 of the performance specification, the tender drawings at appendix A, and the relevant parts of the main contract. Where they conflict, this agreement wins, then the pre order minutes, then the specification, then the quotation.",
  "subcontract_sum": "$1,842,000.00, exclusive of tax, fixed with no fluctuation",
  "pricing_basis": "A lump sum against the scope and drawings listed, with the breakdown at appendix C used for valuing work in progress.",
  "variations": "Only a written instruction from the contractor's authorised representative varies the works. Anything said on site is confirmed in writing within two working days, and the subcontractor quotes within five working days and does not proceed with varied work above $5,000.00 until the quotation is accepted.",
  "rates_for_varied_work": "Varied work is valued on the rates at appendix D where they apply, then pro rata to those rates, then by fair valuation, with 12 per cent added on the net cost and 6 per cent on work the subcontractor lets on.",
  "start_on_site": "February 23, 2026",
  "completion_date": "January 22, 2027",
  "milestones": [
    {
      "section": "Levels 1 and 2 complete and commissioned",
      "date": "July 31, 2026",
      "note": "Reached August 4, four days late, no damages taken"
    },
    {
      "section": "Section 1, levels 3 and 4",
      "date": "October 2, 2026",
      "note": "Handover certificate HC-2026-0031 issued"
    },
    {
      "section": "Section 2, levels 5 and 6",
      "date": "December 11, 2026",
      "note": "Not yet reached"
    },
    {
      "section": "Commissioning, documents and training complete",
      "date": "January 15, 2027",
      "note": "Draft manuals four weeks before"
    },
    {
      "section": "Package complete and off site",
      "date": "January 22, 2027",
      "note": "Not yet reached"
    }
  ],
  "programme_duty": "The subcontractor works to the contractor's master programme revision 6 and issues a two week look ahead every Thursday. The resource levels agreed at the pre order meeting are held, and any drop is notified in writing five working days in advance.",
  "extension_of_time": "The subcontractor may ask for extra time for anything that would entitle the contractor to it under the main contract, and for anything the contractor does that prevents the work. Notice is due within seven days of learning of the delay, with the particulars within twenty one days.",
  "late_completion_damages": "$2,400.00 for each working day a section is late, capped at 5 per cent of the price in total, and that is the contractor's only remedy for lateness.",
  "valuation_day": "the last day of each calendar month",
  "payment_due": "twenty one days after the valuation day",
  "final_date_for_payment": "twenty eight days after the payment falls due",
  "payment_notice": "The contractor gives a payment notice no later than five days after payment falls due, saying what it considers due and how it worked it out.",
  "pay_less_notice": "Any notice to pay less is given no later than seven days before the final date for payment, saying what is considered due and how that was worked out.",
  "payment_not_conditional": "Payment does not depend on the contractor being paid by the employer, except where the law allows it on the employer's insolvency.",
  "retention_rate": "5 per cent of the value of work properly done and of approved variations, with nothing held on materials on site.",
  "retention_release": "Half of the retention for a section is released in the valuation after the handover certificate for it. The rest is released within fourteen days of the end of the defects period for that section, once the outstanding items are closed.",
  "insurances": [
    {
      "cover": "Public liability",
      "limit": "$10,000,000.00 each occurrence, no annual cap",
      "carried_by": "Subcontractor"
    },
    {
      "cover": "Employer liability",
      "limit": "$10,000,000.00 each occurrence",
      "carried_by": "Subcontractor"
    },
    {
      "cover": "Professional indemnity for the design",
      "limit": "$5,000,000.00 each claim, held twelve years from completion",
      "carried_by": "Subcontractor"
    },
    {
      "cover": "All risks on the works and materials",
      "limit": "Full reinstatement value, in joint names",
      "carried_by": "Contractor"
    },
    {
      "cover": "Motor and plant",
      "limit": "As the law requires, plus cover on own plant",
      "carried_by": "Subcontractor"
    }
  ],
  "obligations": [
    {
      "obligation": "Health and safety",
      "what_it_means": "Work to the construction phase plan, give risk assessments and method statements at least five working days before each activity, attend the weekly coordination meeting, and keep to the permit systems on site."
    },
    {
      "obligation": "Competence and supervision",
      "what_it_means": "A named supervisor is on site whenever the subcontractor's people are working, and every operative holds the qualifications at appendix E and carries the evidence."
    },
    {
      "obligation": "Conduct and welfare",
      "what_it_means": "Use the welfare the contractor provides, leave the work areas clear each day, and take own waste to the segregated compound."
    },
    {
      "obligation": "Quality and inspection",
      "what_it_means": "Offer the work for inspection at the hold points at appendix F. Anything covered up before inspection may be opened up again at the subcontractor's cost."
    },
    {
      "obligation": "Attending to defects",
      "what_it_means": "Through each defects period, attend within four hours for a loss of service and within two working days for anything else, at no cost where the defect is in this package."
    },
    {
      "obligation": "Records and documents",
      "what_it_means": "Keep the daily allocation sheets, commissioning records, test certificates and asset register current and issue them when due. Payment for commissioning follows the documents being issued."
    },
    {
      "obligation": "Letting work on",
      "what_it_means": "Do not let any part of the package on to somebody else without the contractor's written consent, which is not withheld unreasonably for the specialist items at appendix G."
    }
  ],
  "collateral_warranties": "The subcontractor signs collateral warranties in the agreed forms at appendix H for the employer and for any funder or first purchaser, within ten working days of a written request, with no more than two beneficiaries on each form.",
  "defects_liability": "Twelve months from the handover certificate for each section, running separately for each section handed over.",
  "suspension_and_termination": "Either party may suspend or end the work in the cases at appendix K, which include a notified sum left unpaid after seven days written notice, insolvency, and a persistent failure to get on with the work after a written warning. Ending the work does not affect rights already earned or the retention timetable for sections already handed over.",
  "disputes": "Either party may refer a dispute to adjudication at any time, and the nominating body is the one named at appendix I. Adjudication does not stop either party taking the dispute to the courts named under the law clause.",
  "governing_law": "the laws of England and Wales, and the courts of England and Wales decide any dispute",
  "notices": "Notices are given in writing to the addresses above, marked for the attention of the people named, and copied by email to the project addresses at appendix J. Email on its own is not a valid notice for ending the work or for adjudication.",
  "special_conditions": "The subcontractor takes over the temporary distribution boards on level 1 from March 2, 2026 and maintains them until the permanent supply is live, at no extra cost.",
  "execution_note": "Signed in two counterparts, one for each party, by the people named below on the date of this subcontract."
}

Generate this document via the API

One template plus changing data is the whole point. The list of blanks above is the contract, and every new set of values comes back in the same layout: fill it in the app, hand someone a form link, or POST the JSON and get the file straight back.

The request below carries this page's own values, so it runs as soon as the template exists in your workspace. Swap the values for yours and the response is your document.

make-subcontractor-agreement.sh
curl -X POST https://app.docmake.io/api/v1/render \
  -H "Authorization: Bearer $DOCMAKE_API_KEY" \
  -H "Content-Type: application/json" \
  -H "Accept: application/json" \
  --output subcontractor-agreement.pdf \
  --data-binary @- <<'JSON'
{
  "template_id": "tmpl_your_template_id",
  "format": "pdf",
  "data": {
    "agreement_reference": "SC-2026-114-ME",
    "agreement_date": "February 9, 2026",
    "project_name": "Cascade Street mixed use development",
    "project_number": "PRJ-2026-114",
    "site_address": "Cascade Street, Bristol BS1 6TR, United Kingdom",
    "contractor_name": "Kingsmoor Construction Limited",
    "contractor_address": "Kingsdown House, 14 Rowan Way, Bristol BS2 9PL, United Kingdom",
    "contractor_company_number": "08114220",
    "contractor_signatory": "Rachel Amankwah, Commercial Director",
    "subcontractor_name": "Thornbury Mechanical Limited",
    "subcontractor_address": "Unit 7, Avonmouth Trade Park, Bristol BS11 8DR, United Kingdom",
    "subcontractor_company_number": "09447731",
    "subcontractor_signatory": "Ian Ferris, Contracts Manager",
    "main_contract": "Between Cascade Street Holdings LLC and Kingsmoor Construction Limited, dated January 12, 2026, with sectional completion for levels 3 and 4",
    "employer": "Cascade Street Holdings LLC",
    "package_title": "Mechanical and electrical services, levels 1 to 6 and the plant rooms",
    "scope_summary": "Design development, supply, installation, testing, commissioning and handover of the mechanical and electrical services for the office floors and the plant rooms, covering ventilation and cooling, small power and lighting, emergency lighting, public health and drainage above ground, fire detection wiring back to the base build panel, and the building management points on levels 3 to 6.",
    "inclusions": [
      {
        "included": "Design development of the performance specification to installation status, with coordinated drawings",
        "note": "Model updates issued every two weeks"
      },
      {
        "included": "Supply and installation of all plant, pipework, ductwork, containment and cabling in the package",
        "note": "Plant schedules at appendix B"
      },
      {
        "included": "Testing, commissioning, witnessing and the commissioning records",
        "note": "Two witnessing days per section"
      },
      {
        "included": "Operation and maintenance manuals, drawings as built and the asset register",
        "note": "Draft four weeks before each section"
      },
      {
        "included": "Training on the installed systems, recorded and issued as video",
        "note": "Up to eight hours per section"
      },
      {
        "included": "Warranty certificates for the plant, passed to the employer at handover",
        "note": "Issued with each handover certificate"
      },
      {
        "included": "Attending to defects through each defects period",
        "note": "Response times in clause 12"
      }
    ],
    "exclusions": [
      {
        "excluded": "Builders work in connection, including forming and making good structural openings",
        "note": "By the contractor, to marked up positions"
      },
      {
        "excluded": "Temporary electrical supplies, lighting and power for construction",
        "note": "By the contractor"
      },
      {
        "excluded": "Access equipment above six metres and all scaffold",
        "note": "By the contractor, booked on the access schedule"
      },
      {
        "excluded": "Fire stopping of openings formed by other trades",
        "note": "Own openings only"
      },
      {
        "excluded": "The base build fire alarm panel, the lifts and the incoming utility connections",
        "note": "Direct packages held by the contractor"
      },
      {
        "excluded": "Storage of plant off site before the site can receive it",
        "note": "At cost by prior agreement, with vesting certificates"
      },
      {
        "excluded": "Fit out services for the ground floor retail units",
        "note": "Shell and core only in this package"
      }
    ],
    "contract_documents": "This agreement and its appendices, the subcontractor's quotation of January 28, 2026 as amended by the pre order minutes of February 4, 2026, sections 21 to 28 of the performance specification, the tender drawings at appendix A, and the relevant parts of the main contract. Where they conflict, this agreement wins, then the pre order minutes, then the specification, then the quotation.",
    "subcontract_sum": "$1,842,000.00, exclusive of tax, fixed with no fluctuation",
    "pricing_basis": "A lump sum against the scope and drawings listed, with the breakdown at appendix C used for valuing work in progress.",
    "variations": "Only a written instruction from the contractor's authorised representative varies the works. Anything said on site is confirmed in writing within two working days, and the subcontractor quotes within five working days and does not proceed with varied work above $5,000.00 until the quotation is accepted.",
    "rates_for_varied_work": "Varied work is valued on the rates at appendix D where they apply, then pro rata to those rates, then by fair valuation, with 12 per cent added on the net cost and 6 per cent on work the subcontractor lets on.",
    "start_on_site": "February 23, 2026",
    "completion_date": "January 22, 2027",
    "milestones": [
      {
        "section": "Levels 1 and 2 complete and commissioned",
        "date": "July 31, 2026",
        "note": "Reached August 4, four days late, no damages taken"
      },
      {
        "section": "Section 1, levels 3 and 4",
        "date": "October 2, 2026",
        "note": "Handover certificate HC-2026-0031 issued"
      },
      {
        "section": "Section 2, levels 5 and 6",
        "date": "December 11, 2026",
        "note": "Not yet reached"
      },
      {
        "section": "Commissioning, documents and training complete",
        "date": "January 15, 2027",
        "note": "Draft manuals four weeks before"
      },
      {
        "section": "Package complete and off site",
        "date": "January 22, 2027",
        "note": "Not yet reached"
      }
    ],
    "programme_duty": "The subcontractor works to the contractor's master programme revision 6 and issues a two week look ahead every Thursday. The resource levels agreed at the pre order meeting are held, and any drop is notified in writing five working days in advance.",
    "extension_of_time": "The subcontractor may ask for extra time for anything that would entitle the contractor to it under the main contract, and for anything the contractor does that prevents the work. Notice is due within seven days of learning of the delay, with the particulars within twenty one days.",
    "late_completion_damages": "$2,400.00 for each working day a section is late, capped at 5 per cent of the price in total, and that is the contractor's only remedy for lateness.",
    "valuation_day": "the last day of each calendar month",
    "payment_due": "twenty one days after the valuation day",
    "final_date_for_payment": "twenty eight days after the payment falls due",
    "payment_notice": "The contractor gives a payment notice no later than five days after payment falls due, saying what it considers due and how it worked it out.",
    "pay_less_notice": "Any notice to pay less is given no later than seven days before the final date for payment, saying what is considered due and how that was worked out.",
    "payment_not_conditional": "Payment does not depend on the contractor being paid by the employer, except where the law allows it on the employer's insolvency.",
    "retention_rate": "5 per cent of the value of work properly done and of approved variations, with nothing held on materials on site.",
    "retention_release": "Half of the retention for a section is released in the valuation after the handover certificate for it. The rest is released within fourteen days of the end of the defects period for that section, once the outstanding items are closed.",
    "insurances": [
      {
        "cover": "Public liability",
        "limit": "$10,000,000.00 each occurrence, no annual cap",
        "carried_by": "Subcontractor"
      },
      {
        "cover": "Employer liability",
        "limit": "$10,000,000.00 each occurrence",
        "carried_by": "Subcontractor"
      },
      {
        "cover": "Professional indemnity for the design",
        "limit": "$5,000,000.00 each claim, held twelve years from completion",
        "carried_by": "Subcontractor"
      },
      {
        "cover": "All risks on the works and materials",
        "limit": "Full reinstatement value, in joint names",
        "carried_by": "Contractor"
      },
      {
        "cover": "Motor and plant",
        "limit": "As the law requires, plus cover on own plant",
        "carried_by": "Subcontractor"
      }
    ],
    "obligations": [
      {
        "obligation": "Health and safety",
        "what_it_means": "Work to the construction phase plan, give risk assessments and method statements at least five working days before each activity, attend the weekly coordination meeting, and keep to the permit systems on site."
      },
      {
        "obligation": "Competence and supervision",
        "what_it_means": "A named supervisor is on site whenever the subcontractor's people are working, and every operative holds the qualifications at appendix E and carries the evidence."
      },
      {
        "obligation": "Conduct and welfare",
        "what_it_means": "Use the welfare the contractor provides, leave the work areas clear each day, and take own waste to the segregated compound."
      },
      {
        "obligation": "Quality and inspection",
        "what_it_means": "Offer the work for inspection at the hold points at appendix F. Anything covered up before inspection may be opened up again at the subcontractor's cost."
      },
      {
        "obligation": "Attending to defects",
        "what_it_means": "Through each defects period, attend within four hours for a loss of service and within two working days for anything else, at no cost where the defect is in this package."
      },
      {
        "obligation": "Records and documents",
        "what_it_means": "Keep the daily allocation sheets, commissioning records, test certificates and asset register current and issue them when due. Payment for commissioning follows the documents being issued."
      },
      {
        "obligation": "Letting work on",
        "what_it_means": "Do not let any part of the package on to somebody else without the contractor's written consent, which is not withheld unreasonably for the specialist items at appendix G."
      }
    ],
    "collateral_warranties": "The subcontractor signs collateral warranties in the agreed forms at appendix H for the employer and for any funder or first purchaser, within ten working days of a written request, with no more than two beneficiaries on each form.",
    "defects_liability": "Twelve months from the handover certificate for each section, running separately for each section handed over.",
    "suspension_and_termination": "Either party may suspend or end the work in the cases at appendix K, which include a notified sum left unpaid after seven days written notice, insolvency, and a persistent failure to get on with the work after a written warning. Ending the work does not affect rights already earned or the retention timetable for sections already handed over.",
    "disputes": "Either party may refer a dispute to adjudication at any time, and the nominating body is the one named at appendix I. Adjudication does not stop either party taking the dispute to the courts named under the law clause.",
    "governing_law": "the laws of England and Wales, and the courts of England and Wales decide any dispute",
    "notices": "Notices are given in writing to the addresses above, marked for the attention of the people named, and copied by email to the project addresses at appendix J. Email on its own is not a valid notice for ending the work or for adjudication.",
    "special_conditions": "The subcontractor takes over the temporary distribution boards on level 1 from March 2, 2026 and maintains them until the permanent supply is live, at no extra cost.",
    "execution_note": "Signed in two counterparts, one for each party, by the people named below on the date of this subcontract."
  }
}
JSON

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Make a PDF from my Subcontractor Agreement template with date of the subcontract "February 9, 2026" and contractor "Kingsmoor Construction Limited".

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