Drafting Subcontractor Agreements

Enforceable delegation of contractual obligations and risk protection

We can assist you in determining the type of subcontracting agreement that would best benefit you, making sure that your business is adequately protected under the terms of both the principal contract and the subcontractor agreement. We’ll also support you in maintaining an amicable and beneficial relationship with both your customer and the subcontractor.

Our team of experienced commercial contract solicitors work quickly to understand your situation and requirements, supporting you with:

• Advice regarding the nature of the subcontractor agreement and its terms
• Amending or varying the principal contract if required
• Collateral warranties or express third party rights in the event that your customer requires direct rights against the subcontractor
• Consent requirements under the principal contract
• Data processing and sub-processing issues, where relevant
• Dispute resolution under either the principal contract or the subcontractor agreement
• Drafting the subcontractor agreement
• Limitation of liability in the event of default by the subcontractor
• Market practice ensuring that your arrangements remain competitive and reasonable
• Negotiating the key terms of the subcontractor agreement and any amendments to the principal contract
• Protections under the subcontractor agreement, such as indemnities
• Reflecting the key terms of the principal contract in the subcontractor agreement as relevant
• Restrictions on subcontracting whether under statute, common law or for regulatory reasons
• Review of the principal contract to ensure that subcontracting is permissible under its terms
• Termination of the subcontractor arrangement where the relationship has broken down

Guiding you through the essentials of subcontractor agreements

Essentially, subcontracting delegates certain responsibilities under the principal contract to a third party, the subcontractor, but without replacing the main contractor. Subcontracting can be undertaken for various reasons and its arrangements can take various forms depending on the nature of the work and obligations being subcontracted, the reasons for subcontracting and the terms of the principal contract.

Issues which we can help you to address include:

• Is subcontracting permissible under the principal contract and are any consents required?
• Are there any applicable statutory, regulatory or common law restrictions?
• What obligations are being subcontracted? What are the terms of subcontracting?
• Who is actually providing the subcontracted obligations?
• Is the subcontracting arrangement for an indefinite period or a specified term or project?
• Should the subcontractor agreement be a back-to-back agreement or a stand-alone agreement?
• Which clauses of the subcontractor agreement should mirror those in the principal contract?
• Do any clauses need to complement each other or flow from the principal contract to the subcontractor agreement?
• Does your customer require collateral warranties or step-in rights of any kind?
• What protections are afforded to you under the subcontractor agreement in the event of breach or a claim against you by your customer?
• Under what circumstances can you terminate the subcontractor agreement? What obligations arise on termination?

Why choose Harper James Solicitors?

As the law firm for entrepreneurs, we understand the common and complex issues you face as owners and operators. We look to form genuine partnerships with our clients. Our team of remote-based and always accessible senior lawyers are the people to call when you need a second opinion, or specialist advice fast. 

Mainly recruited from top 100 UK law firms or from large international businesses, and all have more than 10 years’ post-qualified experience.  Find our more about the team here:

Sarah Gunton

Commercial Partner

As a previous partner at DLA Piper, Sarah comes with a rich pedigree in providing expert commercial services for her clients.

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Rob Cobley

IP & Commercial Technology Partner

Before joining us Rob worked for Santander bank as an IP/brand management lawyer and also at Shakespeare Martineau.

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Robert Court

IT & Commercial Solicitor

With over 15 years of in-house experience in the IT sector, Rob specialises in drafting and negotiating all manner of commercial agreements.

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Rana Chatterjee

Commercial Solicitor

Rana is a commercial solicitor specialising in commercial contracts, data protection and financial services.

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Edward Kilner

IP, Commercial & Technology Associate Solicitor

Ed joins our commercial team and specialises in IT, IP and general technology related contracts, but can also advise on a range of commercial matters.

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Emilia Smith

Commercial Solicitor

Emilia trained at SJ Berwin, moving to Reed Smith LLP and then as in-house counsel for Eurostar before joining the team at Harper James. She specialises in commercial transactions, particularly in commercial contract negotiation and SaaS products.

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David Sant

Commercial Technology & Data Protection Solicitor

David is a commercial solicitor, specialising in technology and data protection. He joins us having worked as in-house counsel for the BBC and OUP.

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Karen Mason

Commercial Partner

Karen Mason has over 30 years’ experience practising business law. She has been a senior lawyer and partner in private practice as well as in-house counsel to some of the UK’s most highly regarded broadcast, media and internet companies.

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