Subcontractor Agreement Generator Australia

Create a customised Australian subcontractor agreement covering services, payment, confidentiality, and intellectual property ownership. Free, no signup required.

  1. 1Agreement Setup
  2. 2Principal Details
  3. 3Subcontractor Details
  4. 4Services & Payment
  5. 5IP & Legal Protections
  6. 6Termination & Review

Agreement Setup

Start with who's using this agreement and the basic terms.

Step 1 of 6

Please read before you rely on this document

OfficeDraft is not a law firm and this tool does not provide legal advice. This agreement is a general draft generated from the information you enter. For high-value engagements, ongoing subcontracting chains, or arrangements involving significant IP or liability, get advice from a qualified professional before relying on it.

What Is a Subcontractor Agreement?

A subcontractor agreement is a contract between a business, the principal, and a subcontractor engaged to carry out part or all of a project. It covers the services, payment terms, and each party's obligations, similar to a standard contractor agreement. Where it needs to go further is intellectual property. If the subcontractor is building software, writing content, or designing something, the agreement should say clearly who owns the finished work, not leave it implied.

Who Owns Work Created by a Subcontractor?

By default, the person who creates original work, such as code, a design, or written content, owns the copyright in it. A business paying for that work doesn't automatically own it just because they paid for it. Without a written IP clause, the paying business may only have an implied licence to use the work for its original purpose, not full ownership. That gap matters most for software, branding, and creative deliverables the business plans to build on, resell, or modify later.

Assignment vs. Licence: Why the Distinction Matters

An assignment transfers ownership of the intellectual property to the other party. A licence only grants permission to use it, while the creator keeps ownership. If a business needs to own the finished work outright, for example custom software it intends to sell, it needs an assignment clause, not just a licence. This tool asks directly which one applies, rather than leaving it buried in generic contract language.

New IP vs. Pre-Existing IP

Not all IP in a project should be treated the same way. Work created specifically for the engagement, the "new IP", is usually what the principal wants to own or control. A subcontractor's own frameworks, code libraries, templates, or tools that existed before the project are different: assigning those to the principal outright is rarely appropriate, since the subcontractor will likely reuse them on other projects. A more workable structure separates the two: assign the new IP, and give the principal a licence to use any pre-existing IP that ends up inside the delivered work.

Subcontractor Agreement vs. Contractor Agreement

A contractor agreement is between a business and the contractor doing the work directly. A subcontractor agreement applies one step further down the chain, when that contractor, or the business itself, engages someone else to carry out part of the work. The documents cover similar ground, but a subcontractor agreement often needs to address obligations that flow down from a head contract, and whether the subcontractor can bring in further subcontractors of their own.

How to Use This Subcontractor Agreement Generator

  1. Set up the agreement type, dates, and governing state.
  2. Enter the principal's details.
  3. Enter the subcontractor's details.
  4. Describe the services, add deliverables, and set the payment terms.
  5. Choose IP ownership, confidentiality, and other legal protections.
  6. Set termination terms, review the summary, and generate the agreement.

Frequently Asked Questions

What is a subcontractor agreement?
A subcontractor agreement is a contract between a business (the principal) and a subcontractor engaged to carry out part or all of a project. It sets out the services, payment, deadlines, and who owns any work created, including intellectual property such as code, designs, or written content.
What's the difference between a subcontractor agreement and a contractor agreement?
A contractor agreement is between a business and the contractor doing the work directly. A subcontractor agreement is one step further down the chain: it applies when that contractor, or the business itself, engages someone else to carry out part of the work. The two documents cover similar ground, but a subcontractor agreement often needs to address flow-down obligations from a head contract.
Who owns the intellectual property created by a subcontractor?
By default, a subcontractor who creates original work, such as code, designs, or written content, owns the copyright in it unless the agreement says otherwise. Businesses that need to own the finished work should include an IP assignment clause. Without one, the business may only have an implied licence to use the work, not ownership of it.
What's the difference between an IP assignment and an IP licence?
An assignment transfers ownership of the intellectual property to the other party. A licence only grants permission to use the IP for specified purposes, while the creator keeps ownership. For work built specifically for a client, such as custom software or a designed logo, an assignment is usually what the paying business expects and needs.
Should pre-existing IP be treated differently from newly created IP?
Generally yes. A subcontractor's own frameworks, code libraries, templates, or tools that existed before the project usually shouldn't be assigned to the principal outright. A more workable structure gives the principal a licence to use that pre-existing IP as part of the delivered work, while assigning ownership of the newly created material.
When should IP ownership transfer to the principal?
Common options are on creation, on completion of the project, or on full payment. Transfer on full payment is a common default because it ties ownership to the subcontractor actually being paid, which reduces disputes over unpaid work being used by the principal anyway.
Does a subcontractor agreement need a confidentiality clause?
Most subcontractor agreements include one, especially where the subcontractor will see client information, business systems, or unreleased work. The clause usually specifies what counts as confidential and how long the obligation lasts after the agreement ends.

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Further reading: LegalVision — Subcontractor Agreement Template · IP Australia

Disclaimer: This tool provides general document drafting assistance and is not legal advice. For high-value engagements or arrangements involving significant IP or liability, consider getting advice from a qualified professional.