Contract Clause Library
Subcontracting clause
States whether — and under what conditions — an agency can bring in outside contractors or firms to perform part of the work.
Clients sometimes want assurance that the specific team or agency they're hiring is who actually does the work, rather than the engagement being quietly passed to an unknown subcontractor. This clause either permits subcontracting freely, requires prior approval of specific subcontractors, or prohibits it outright — and typically makes clear the agency remains fully responsible for subcontracted work either way.
Sample wording
Sample language (illustrative, not legal advice)
Vendor may engage subcontractors to perform portions of the services, provided any subcontractor is bound by confidentiality and IP assignment obligations at least as protective as those in this Agreement, and Vendor remains fully responsible for the subcontractor's performance.
Red flags
- No requirement that subcontractors be bound by the same confidentiality and IP terms, creating a gap in protection
- Approval requirements so strict (naming every individual subcontractor) that they're impractical to actually follow day to day
- No statement that the agency remains responsible for subcontracted work, leaving accountability unclear if something goes wrong
How MarginFlow reads it
This clause is extracted for reference rather than active monitoring — it matters most at staffing-decision time, confirming whether a specific subcontractor arrangement is permitted before it's put in place, not something checked against ongoing project activity.
Related reading