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Consulting Subcontractor Agreement Generator

Bring in a subcontractor without handing over your client. Name the prime and the subcontractor, reference the client engagement, define the workstream, pick a fixed / hourly / revenue-share fee model, set client-communication and confidentiality flow-down terms, assign the work product, and add a non-solicit that protects the client relationship — get a formatted, ready-to-sign one-page subcontractor agreement you can copy or download instantly. No signup to preview; enter your email to copy or download.

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Parties — You (Prime Consultant)
Subcontractor
The Client Engagement
The Subcontracted Workstream
Fees & Payment
Client Relations & Flow-Down
Intellectual Property
Non-Solicitation
Termination
Liability & Insurance
Governing Law & Notes
Fee Model
Fixed $18,000
for the workstream
Payment
Net 30
not client-dependent
Non-Solicit
12 months
protects the client relationship
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Live preview — fixed $18,000 workstream
                       VASQUEZ STRATEGY GROUP LLC
            2100 Milam Street, Suite 580, Houston, TX 77002
                       [email protected]

                   CONSULTING SUBCONTRACTOR AGREEMENT

Dated November 6, 2026

────────────────────────────────────────────────────────────────────────
1. PARTIES & EFFECTIVE DATE
────────────────────────────────────────────────────────────────────────
This Consulting Subcontractor Agreement (this "Agreement") is entered
into as of November 6, 2026, effective November 6, 2026 (the "Effective
Date"), by and between Vasquez Strategy Group LLC, of 2100 Milam Street,
Suite 580, Houston, TX 77002, ("the Prime"), and Ferreira Data Studio
LLC, of 412 Riviersonderend Way, Austin, TX 78702, ("the
Subcontractor"). Each a "party," together the "parties."

────────────────────────────────────────────────────────────────────────
2. BACKGROUND
────────────────────────────────────────────────────────────────────────
The Prime provides consulting services to Halcyon Health Systems, Inc.
under the Consulting Master Services Agreement dated October 7, 2026
(the "Client Engagement"), covering an operations-analytics engagement
covering workflow mapping, data consolidation, and an executive
dashboard for the Client's clinical-operations team. The Prime wishes to
engage the Subcontractor to perform the defined workstream of the Client
Engagement described in Section 4 (the "Services"), and the
Subcontractor wishes to perform it on the terms of this Agreement.

The Client has consented to the subcontracting described in this
Agreement to the extent the Client Engagement requires its consent.

────────────────────────────────────────────────────────────────────────
3. RELATIONSHIP OF THE PARTIES
────────────────────────────────────────────────────────────────────────
The Subcontractor performs the Services as an independent contractor,
not as an employee, partner, joint venturer, or agent of the Prime. The
Subcontractor controls the manner and means by which it performs the
Services, subject to the deliverables, dates, and standards stated in
this Agreement; uses its own equipment and methods; is responsible for
its own taxes, insurance, and any licenses its work requires; and may
not incur obligations or make representations on the Prime's behalf.
Nothing in this Agreement creates an employment relationship between the
parties.

────────────────────────────────────────────────────────────────────────
4. SERVICES
────────────────────────────────────────────────────────────────────────
The data consolidation workstream of the Client Engagement: auditing the
Client's reporting exports, consolidating them into a governed dataset,
and building the executive dashboard specified in the Prime's workplan —
approximately six weeks of effort, delivered in three milestones.

────────────────────────────────────────────────────────────────────────
5. CLIENT RELATIONS & FLOW-DOWN TERMS
────────────────────────────────────────────────────────────────────────
In performing the Services, the Subcontractor agrees that:

(a) The Subcontractor will not communicate with the Client or its
personnel about the Services except as the Prime directs in writing;
client-facing communication about the workstream flows through the
Prime.
(b) The Subcontractor will treat all information of the Prime and of the
Client it receives under this Agreement as confidential under Section 7,
to at least the extent the Prime is bound to the Client under the Client
Engagement, and will comply with the obligations the Client Engagement
imposes on the Prime that apply to the performance of the Services.
(c) The Subcontractor will perform the Services with the professional
skill, care, and standards the Client Engagement requires of the Prime
for equivalent work.

────────────────────────────────────────────────────────────────────────
6. FEES & PAYMENT
────────────────────────────────────────────────────────────────────────
The Prime will pay the Subcontractor a fixed fee of $18,000 for
complete, accepted performance of the Services, invoiced fifty percent
(50%) on the Effective Date and fifty percent (50%) on the
Subcontractor's delivery of the final work product.

The Prime will pay each approved invoice within thirty (30) days of the
Prime's receipt of it. Payment to the Subcontractor is not conditioned
on the Client's payment to the Prime: the Prime's client-credit risk
stays with the Prime.

────────────────────────────────────────────────────────────────────────
7. CONFIDENTIALITY
────────────────────────────────────────────────────────────────────────
The Subcontractor will hold in confidence all non-public information of
the Prime and of the Client it receives in connection with this
Agreement — including engagement terms, fees, plans, data, and the
existence of the Client Engagement where the Prime has not disclosed it
— use it only to perform the Services, and not disclose it to any third
party except to employees and subcontractors of the Subcontractor who
need it for the Services and are bound by equivalent obligations. This
obligation survives the termination of this Agreement for three (3)
years, and indefinitely for information the Client or the Prime
identifies as trade secrets.

────────────────────────────────────────────────────────────────────────
8. INTELLECTUAL PROPERTY
────────────────────────────────────────────────────────────────────────
All work product, deliverables, and materials the Subcontractor creates
under this Agreement in performance of the Services (the "Work Product")
are assigned to the Prime upon the Prime's payment in full of the fees
for that Work Product, and to the extent any Work Product is not
assignable, the Subcontractor grants the Prime a perpetual, irrevocable,
worldwide, royalty-free license to use, modify, and relicense it —
including for the Client's benefit under the Client Engagement. The
Subcontractor waives, to the extent permitted by law, any moral rights
in the Work Product. The Subcontractor warrants that the Work Product is
its original work or properly licensed, and that its delivery and the
Prime's use of it will not infringe any third party's rights.

The Prime consents to the Subcontractor describing the Services, on an
anonymized basis that does not identify the Client or disclose
confidential information, in the Subcontractor's portfolio, résumé, and
capability statements.

────────────────────────────────────────────────────────────────────────
9. NON-SOLICITATION
────────────────────────────────────────────────────────────────────────
For twelve (12) months following the later of the termination of this
Agreement or the final delivery of the Services, the Subcontractor will
not directly or indirectly solicit, solicit work from, or accept an
engagement from Halcyon Health Systems, Inc. for services substantially
similar to the Services, without the Prime's prior written consent. This
Section does not restrict the Subcontractor from accepting work from the
Client that arrives through a bona fide public request for proposals the
Subcontractor did not initiate.

────────────────────────────────────────────────────────────────────────
10. TERM & TERMINATION
────────────────────────────────────────────────────────────────────────
This Agreement runs from the Effective Date until the Subcontractor
completes the Services or the Agreement is terminated earlier. Either
party may terminate this Agreement immediately on written notice if the
other party materially breaches it and fails to cure the breach within
five (5) business days of written notice of it.

Either party may also terminate this Agreement for convenience on
fourteen (14) days' written notice to the other party.

On any termination, the Subcontractor will stop work, deliver to the
Prime all work product, records, files, and work in progress then
existing, and be paid pro-rata under Section 6 for work performed and
accepted through the effective date of termination.
Sections 6 (for accrued, unpaid fees), 7, 8, and this Section survive
termination.

────────────────────────────────────────────────────────────────────────
11. LIMITATION OF LIABILITY & INSURANCE
────────────────────────────────────────────────────────────────────────
Neither party is liable to the other for indirect, incidental, special,
or consequential damages, or lost profits, arising out of this
Agreement. Each party's total liability arising out of or related to
this Agreement is capped at the total fees paid or payable to the
Subcontractor under this Agreement. This cap does not limit either
party's liability for breach of Section 7 (Confidentiality) or for the
Subcontractor's breach of the warranty in Section 8.

The Subcontractor will maintain, at its own expense, commercial general
liability and professional liability (errors and omissions) insurance
appropriate to the Services, and will provide a certificate of insurance
on the Prime's request.

────────────────────────────────────────────────────────────────────────
12. GOVERNING LAW & GENERAL
────────────────────────────────────────────────────────────────────────
This Agreement is governed by the laws of the State of Texas, without
regard to its conflict-of-laws rules. This Agreement is the parties'
entire agreement on its subject matter and supersedes any prior
discussion of it; amendments are valid only in writing signed by both
parties. If any provision is held unenforceable, the remainder stays in
force. No failure to enforce a provision is a waiver of it. Neither
party may assign this Agreement without the other's written consent.
This Agreement binds the parties and their respective successors and
permitted assigns.

Additional terms: The Subcontractor's milestone dates, deliverables, and
review cadence are tracked in the Prime's shared project board.

────────────────────────────────────────────────────────────────────────
SIGNATURES
────────────────────────────────────────────────────────────────────────
The parties have signed this Agreement as of the date first
written above.

PRIME CONSULTANT
  ______________________________
  Elena Vasquez
  Vasquez Strategy Group LLC
  [email protected]
  Date: ____________________

SUBCONTRACTOR
  ______________________________
  Tomás Ferreira
  Ferreira Data Studio LLC
  [email protected]
  Date: ____________________

────────────────────────────────────────────────────────────────────────
Generated with Consulting.me — consulting-me3.acoco.ai
This template is educational and is not legal advice. Confirm the client engagement permits subcontracting, and have an attorney review the final wording for high-value workstreams.

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Anatomy

What makes a consulting subcontractor agreement actually work

1

A defined workstream, not a vague 'help'

The subcontracted scope is where these agreements live or die. 'Support the Halcyon engagement' invites the subcontractor to do less and you to pay for more; 'the data consolidation workstream, three milestones over six weeks' is a scope you can hold both sides to. Define the workstream by deliverables and dates, and route anything outside it through a written change — the same discipline you already owe your client.

2

Flow-down terms that match your client agreement

Your client agreement binds you — confidentiality, standards, sometimes a prohibition on subcontracting at all. A subcontractor agreement without flow-down terms means your subcontractor can breach your client agreement for you: telling the client things you're bound not to say, or performing below the standard your client contractually expects of you. This generator carries your confidentiality and performance obligations down to the subcontractor, and flags whether the client has consented where consent is required.

3

A fee model matched to how the client pays you

If the client pays you a fixed fee for the workstream, pay the subcontractor a fixed fee for it — your margin is known on day one. Hourly-with-a-cap fits discovery-dependent work. A percentage share aligns incentives but requires the subcontractor to trust your reported client fees, so use it with subcontractors you've worked with before. And decide pay-when-paid deliberately, not by inertia: it's the clause subcontractors hate most, and for good reason.

4

A non-solicit that protects the relationship you own

The single most expensive failure mode in subcontracted consulting: the engagement ends, and the client hires your subcontractor directly for the next phase. A twelve-month non-solicit — no soliciting or accepting substantially similar work from that client without your consent, with a carve-out for genuine public RFPs — is the norm a court will actually respect. Pair it with a no-direct-contact rule so the relationship never forms under you.

5

IP assignment that runs through you to the client

Your client agreement almost certainly promises that the work product belongs to the client. If your subcontractor's work product belongs to the subcontractor, you're already in breach the day they deliver. This generator assigns the work product to you on payment — and licenses it onward for the client's benefit — with an originality warranty that puts infringement risk where it belongs, and an optional anonymized portfolio right that good subcontractors will ask for.

6

Termination that doesn't strand the workstream

A subcontract you can't end cleanly is a subcontract you can't afford to start. For-cause termination with a short cure period, convenience termination on stated notice, and an explicit work-in-progress rule — complete-through or stop-and-hand-off with pro-rata payment — mean that when the arrangement stops working, the workstream survives and neither party is guessing what they're owed.

7

A liability cap sized for a workstream you don't control

You're liable to the client for the whole engagement, including work you didn't personally perform. Without a cap, your subcontractor's share of that downside is unbounded — a bad week in someone else's workstream becomes an existential risk to your practice. Capping each side's liability at the subcontract fees (with carve-outs for confidentiality and the IP warranty) is the standard, defensible line.

Which Terms To Pick

Match the agreement to the subcontract

Defined, one-shot workstream

When to use it: Fixed fee, 50/50 invoicing, and convenience termination on short notice. The cleanest shape — the sub knows what they're earning, you know your margin, and either side can exit cheaply if the fit is wrong.

Discovery-dependent work (you can't fully scope it yet)

When to use it: Hourly with a not-to-exceed cap. The sub isn't punished for scope you couldn't predict, and the cap keeps the workstream from quietly eating your engagement margin. Require a weekly documented-hours summary so the cap is visible before it's hit.

A subcontractor you've worked with and trust

When to use it: A revenue-share model becomes viable here — it's the most aligned fee structure and the most dependent on trust, since the sub is effectively accepting your reported client fees. Keep pay-when-paid OFF in a share model; stacking both conditions is how you lose a good subcontractor.

Tight cash flow, or a client with slow payment history

When to use it: Pay-when-paid earns its place — but say it out loud, price the resentment, and add the good-faith conference this generator includes for when the client pays late. A silent pay-when-paid clause discovered after the work is done is the most common cause of subcontractor disputes.

High-value workstream, regulated industry, or repeat subcontracting

When to use it: Turn on the insurance requirement, keep the liability cap, and have an attorney review the final wording. Repeat subcontracting with the same person starts looking like an employment relationship to a tax authority — a template can't make that call for you.

Common Mistakes

Mistakes that make subcontracting backfire

✕

Subcontracting without checking the client agreement

A meaningful share of client agreements — especially MSAs and anything adjacent to government work — prohibit subcontracting or require the client's written consent. Signing a subcontractor without checking is a breach of your client agreement that neither you nor the subcontractor intended, discovered at the worst possible moment. Thirty seconds with the client contract first; this generator flags the consent question in the served document when you leave it unchecked.

✕

A scope a handshake could have written

'Help with the analytics work' is a scope, not a workstream. Vague subcontract scope fails in both directions: the subcontractor does less than you assumed and invoices for all of it, or does more and expects to be paid for the difference. Define the workstream by deliverables and dates — the same specificity you'd owe the client if you were delivering it yourself.

✕

No non-solicit, and the client hires your subcontractor

The engagement goes well, the client loves the dashboards, and six weeks later the client's next project goes directly to your subcontractor — you find out when your invoice for the phase you scoped never arrives. This is not a rare edge case; it's the most common way a subcontracted engagement hurts a consulting practice. A twelve-month non-solicit with a public-RFP carve-out is standard and enforceable.

✕

Pay-when-paid as a default nobody discussed

Pay-when-paid transfers your client-credit risk to someone who did the work and can't influence whether the client pays. As a deliberate, disclosed term with a fair fee behind it, it's defensible. Buried in boilerplate and discovered after delivery, it's the fastest way to never work with a good subcontractor again — and to become the consultant subcontractors warn each other about.

✕

IP that never left the subcontractor

Your client agreement promises the client owns the work product. Your subcontractor agreement that never mentions intellectual property means the subcontractor's output still belongs to the subcontractor — and you're in breach of your client agreement with every deliverable. The assignment-on-payment clause, plus the onward license for the client's benefit, closes the gap; the originality warranty closes the one next to it.

✕

Treating the subcontractor like an employee

Directing how and when they work, supplying their equipment, putting them in the client's org chart, paying them on your payroll cycle — each is a marker tax authorities use to find misclassified employment. The independent-contractor status clause in this generator states the right relationship, but the clause only works if the working relationship actually matches it. Repeat, long-term, closely-directed subcontracting is a question for an employment-law attorney, not a template.

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FAQ

Consulting subcontracting questions, answered

Yes. The builder is completely free — name the prime and the subcontractor, reference the client engagement, define the subcontracted workstream, pick a fee model and payment terms, set client-communication and confidentiality flow-down terms, assign the work product, add a non-solicit clause, and set termination and liability terms, and watch the formatted one-page agreement update live, no signup required. Enter your email once to unlock copying the text and downloading it as a formatted file. No subscription, no credit card, no hidden cost.

Subcontract signed. Now win the engagements it helps you deliver.

Subcontracting lets you take on work bigger than one pair of hands — sharp positioning gets you that work in the first place. The Consulting Launch Kit gives you a one-line positioning statement, 3 productized offers with pricing, a rewritten bio, a cold-outreach email sequence, a proposal template, and a 30-day plan to land your first 3 clients — personalized to your niche, delivered instantly. Just $29.

Get the launch kit — $29 →

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