Professional Services Subcontractor Agreement for India

Professional Services Subcontractor Agreement Template for India

A comprehensive legal agreement governed by Indian law that establishes and regulates the relationship between a primary contractor and a subcontractor for the provision of professional services. The document outlines the terms and conditions under which the subcontractor will provide specified services, including scope of work, payment terms, performance standards, intellectual property rights, and compliance requirements. It incorporates key provisions of Indian contract law, employment regulations, and industry-specific requirements while ensuring protection for all parties involved and maintaining alignment with any master services agreement with the end client.

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What is a Professional Services Subcontractor Agreement?

The Professional Services Subcontractor Agreement is essential in today's complex business environment where specialized services are frequently subcontracted to expert providers. This document, governed by Indian law, is used when a primary contractor needs to engage another professional service provider (subcontractor) to deliver part of their contracted services to an end client. It ensures clear definition of roles, responsibilities, and deliverables while maintaining quality standards and protecting intellectual property rights. The agreement addresses crucial aspects such as service scope, payment terms, confidentiality, and compliance with Indian regulations including labor laws, tax requirements, and industry-specific standards. It's particularly important in scenarios where the primary contractor needs specialized expertise or additional capacity while maintaining control over service delivery and client relationships.

What sections should be included in a Professional Services Subcontractor Agreement?

1. Parties: Identification of the main contractor and subcontractor, including full legal names, addresses, and company registration details

2. Background: Context of the agreement, relationship between parties, and reference to any master services agreement with the end client

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Scope of Services: Detailed description of services to be provided by the subcontractor

5. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination

6. Payment Terms: Compensation, payment schedule, invoicing requirements, and expenses

7. Obligations of the Subcontractor: Key responsibilities, performance standards, and deliverables

8. Obligations of the Contractor: Support, resources, and information to be provided by the main contractor

9. Intellectual Property Rights: Ownership and rights to work product, pre-existing IP, and licenses

10. Confidentiality: Protection of confidential information and trade secrets

11. Non-Compete and Non-Solicitation: Restrictions on competition and hiring

12. Representations and Warranties: Statements of fact and promises made by both parties

13. Indemnification: Protection against losses and liability allocation

14. Insurance: Required insurance coverage and limits

15. Dispute Resolution: Process for resolving disagreements, including jurisdiction and governing law

16. General Provisions: Standard legal provisions including notices, assignment, and severability

What sections are optional to include in a Professional Services Subcontractor Agreement?

1. Compliance with End Client Requirements: Used when there are specific flow-down obligations from the end client that must be passed to the subcontractor

2. Data Protection and Privacy: Required when the services involve processing personal or sensitive data

3. Export Control: Needed when services involve international data or technology transfer

4. Force Majeure: Optional clause for unforeseeable circumstances, particularly relevant post-COVID

5. Background Checks: Required when subcontractor personnel need security clearance or specific verifications

6. Health and Safety: Required when services involve on-site work or physical presence

7. Environmental Compliance: Needed when services have environmental implications

8. Quality Assurance: Required when specific quality standards or certifications must be maintained

9. Training Requirements: Include when specific training or certifications are required for service delivery

What schedules should be included in a Professional Services Subcontractor Agreement?

1. Schedule A - Scope of Services: Detailed description of services, deliverables, and performance metrics

2. Schedule B - Fee Schedule: Detailed breakdown of rates, charges, and payment terms

3. Schedule C - Service Levels: Performance standards, KPIs, and measurement criteria

4. Schedule D - Approved Subcontractor Personnel: List of key personnel approved to provide services

5. Schedule E - Equipment and Resources: List of tools, equipment, or resources to be provided by either party

6. Schedule F - Compliance Requirements: Specific regulatory or client compliance requirements

7. Schedule G - Security Requirements: IT, physical, and data security requirements

8. Appendix 1 - Insurance Requirements: Detailed insurance coverage requirements and limits

9. Appendix 2 - Form of Invoice: Template for invoices and required supporting documentation

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Management Consulting

Professional Services

Engineering Services

Healthcare Services

Financial Services

Business Process Outsourcing

Technical Services

Education and Training

Research and Development

Digital Marketing

Architecture and Design

Legal Services

Environmental Services

Human Resources

Relevant Teams

Legal

Procurement

Operations

Finance

Compliance

Risk Management

Vendor Management

Project Management

Human Resources

Service Delivery

Account Management

Business Development

Technical Operations

Quality Assurance

Contract Administration

Relevant Roles

Procurement Manager

Contract Manager

Legal Counsel

Project Manager

Operations Director

Vendor Management Specialist

Chief Financial Officer

Risk Manager

Compliance Officer

Business Unit Head

Service Delivery Manager

Account Manager

Human Resources Director

Technical Director

Chief Operating Officer

Industries
Indian Contract Act, 1872: Fundamental law governing contract formation, validity, and enforcement in India. Essential for defining the basic framework of the subcontractor agreement, including offer, acceptance, consideration, and terms.
The Independent Workers (Regulation of Employment and Conditions of Service) Act: Regulates the engagement of independent contractors and their working conditions, helping distinguish between employees and contractors.
Copyright Act, 1957: Governs intellectual property rights related to any works created during the provision of professional services, including software, documentation, and creative works.
Information Technology Act, 2000: Relevant for data protection, confidentiality, and electronic records when services involve digital assets or information technology.
Income Tax Act, 1961: Governs taxation aspects of the contractor relationship, including TDS (Tax Deducted at Source) requirements and GST implications.
Goods and Services Tax (GST) Laws: Determines the tax treatment of services provided by the subcontractor and necessary compliance requirements.
The Code on Social Security, 2020: May apply to certain categories of contractors, determining social security benefits and obligations.
Indian Partnership Act, 1932: Relevant if the subcontractor is operating as a partnership firm, governing their legal status and obligations.
Specific Industry Regulations: Depending on the industry (e.g., IT, healthcare, financial services), specific regulatory requirements may apply to subcontractors.
The Trade Secrets Protection Act (Draft): While not yet enacted, current common law principles regarding trade secrets should be considered for protecting confidential information.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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