Subcontractor Agreement

Document ID: WBL-CTR-SUB-[ID]-v1.0 Agreement Date: [DATE] Subcontractor: [LEGAL NAME / OPERATING NAME] Engagement: [PROJECT / ONGOING]

Parties

Contracting Agency:

Webility ("Agency") [Legal Business Name, Registered Address] Email: [PM EMAIL] | legal@webility.local

Subcontractor:

[LEGAL NAME] ("Subcontractor") [Business or personal address] [Email] | [Phone] Business number / HST number (if applicable): _______________

1. Engagement and Services

1.1 Scope of Services

The Subcontractor agrees to perform the following services for the Agency:

Project (if applicable): [PROJECT NAME] — [CLIENT — referred to as "End Client" in this Agreement] Engagement type: ☐ Project-based ☐ Ongoing retainer ☐ Ad hoc as requested

1.2 Performance Standards

The Subcontractor will: (a) Deliver all services with professional skill, care, and diligence, meeting or exceeding the standards reasonably expected in their specialty (b) Comply with the Agency's internal quality standards and any written project guidelines provided (c) Deliver work in the formats, tools, and file types specified by the Agency (d) Submit work for internal review before the Agency submits to the End Client — no Subcontractor work goes to the End Client without Agency review (e) Make revisions within the scope of the project as reasonably requested by the Agency at no additional charge, provided revision requests do not materially change the original brief

1.3 Timeline and Milestones

Late delivery: The Subcontractor must notify the Agency at least [3] business days before a missed deadline to allow for timeline adjustment. Persistent late delivery without notice may result in early termination.

1.4 Tools and Equipment

Unless otherwise agreed, the Subcontractor is responsible for providing their own equipment, software licenses, and tools necessary to perform the services. Webility will not provide or pay for Subcontractor's tooling unless specifically agreed in Schedule A.

Webility tools available to Subcontractor (project-specific access only):

• [Tool 1, e.g., Figma project access]
• [Tool 2, e.g., Project management tool access]
• [Secrets manager project vault read access — credentials only, no editing]

2. Compensation

2.1 Rate

Maximum budget (if hourly): [CURRENCY] [AMOUNT]. The Subcontractor must notify the Agency before exceeding this budget. Hours in excess of the authorized maximum will not be compensated without written pre-approval.

2.2 Expenses

Expenses are not reimbursed unless: (a) Specifically listed in Schedule A as reimbursable; or (b) Pre-approved in writing by the Agency PM before the expense is incurred

Approved expense categories (if any): _______________________________________________ Non-reimbursable in all cases: General tools, software, internet, office space, personal equipment.

2.3 Invoicing

• The Subcontractor must submit invoices to: [AP EMAIL]
• Invoice format required: ☐ PDF ☐ Other: ___
• Include on every invoice: project name, date range, services performed, hours (if hourly), rate, and total
• Include applicable business/HST number if registered
• Invoicing frequency: ☐ Upon completion of each milestone ☐ Monthly (15th of month for prior month) ☐ Upon project completion

2.4 Payment Terms

Payment is Net [30] days from receipt of a valid invoice. Payment is contingent on: (a) Delivery of the invoiced services to the Agency's reasonable satisfaction (b) No material defects outstanding that the Subcontractor has failed to correct (c) The Agency having received payment from the End Client for the relevant milestone (for milestone-based arrangements — pay-when-paid clause applies: [YES / NO — specify which applies)

Pay-when-paid clause (if YES): The Agency's obligation to pay the Subcontractor is contingent on receipt of payment from the End Client for the relevant milestone. The Agency will make reasonable efforts to collect from the End Client and will pay the Subcontractor within [15] business days of receipt. If the End Client does not pay within [60] days of the invoice due date, the parties will discuss allocation of risk in good faith.

2.5 Disputed Invoices

If the Agency disputes an invoice, it will notify the Subcontractor within [7] days of receipt. The undisputed portion is payable on schedule; the disputed portion is held until resolved.

3. Intellectual Property

3.1 Assignment of Work Product

All work product created by the Subcontractor in the course of this Agreement is assigned to Webility upon creation — not upon payment, upon completion, or upon request, but automatically upon creation.

"Work product" means: all designs, code, copy, systems, documents, data, methodologies, and other creative or technical output produced by the Subcontractor for the purposes of this Agreement.

This assignment is irrevocable and worldwide.

The Subcontractor agrees to execute any additional documents reasonably requested by the Agency to evidence or perfect this assignment.

3.2 Moral Rights Waiver

To the maximum extent permitted by applicable law, the Subcontractor irrevocably waives all moral rights in the work product — including the right of attribution, the right of integrity, and the right to object to derogatory treatment.

3.3 Pre-Existing IP

If the Subcontractor incorporates pre-existing materials (their own tools, frameworks, code libraries, or other IP they owned before this Agreement) into the work product, they must: (a) Disclose this to the Agency in writing before incorporating it (b) Grant Webility and the End Client a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and distribute those pre-existing materials as part of the work product

The Subcontractor may not incorporate third-party IP into the work product without the Agency's prior written approval and confirmation of appropriate licensing.

3.4 No Rights After Termination

The Subcontractor retains no rights to use, reproduce, or build upon the work product after this Agreement ends, except to the extent they contain the Subcontractor's pre-existing IP licensed per Section 3.3.

4. Confidentiality

4.1 What Is Confidential

The Subcontractor will have access to confidential information including: End Client identity (if disclosed), project details, business information, technical architecture, pricing, and any information the Agency or End Client designates as confidential.

All such information is confidential — even if not explicitly marked as such — if it is not publicly available.

4.2 Non-Disclosure Obligation

The Subcontractor will: (a) Keep all confidential information strictly confidential (b) Not disclose it to any third party without the Agency's prior written consent (c) Use it only for the purpose of performing this Agreement (d) Apply at least the same level of care to protect it as they apply to their own confidential information (and in any event, no less than reasonable care)

4.3 Duration

The confidentiality obligation survives termination of this Agreement for 3 years for general confidential information and indefinitely for trade secrets, source code, and personal data.

4.4 End Client Identity

If the End Client's identity is disclosed to the Subcontractor, the Subcontractor must not: (a) Contact the End Client directly without the Agency's written permission (b) Solicit the End Client for their own business (see Section 5.2) (c) Disclose to third parties that they performed work for that End Client

If the Agency chooses not to disclose the End Client's identity, the Subcontractor must not attempt to identify the End Client and must work with anonymized information only.

5. Non-Solicitation and Non-Compete

5.1 Non-Solicitation of Agency Personnel

During this Agreement and for [12] months after termination, the Subcontractor shall not directly solicit, recruit, or hire any Webility employee, contractor, or subcontractor.

5.2 Non-Solicitation of End Clients

During this Agreement and for [24] months after termination, the Subcontractor shall not directly or indirectly solicit, approach, or engage with any End Client for whom the Subcontractor performed work under this Agreement, for the purpose of providing services similar to those provided under this Agreement.

This clause applies regardless of who initiates contact. If an End Client contacts the Subcontractor directly, the Subcontractor must notify the Agency and decline the engagement.

5.3 Non-Compete (if applicable)

(Delete if not applicable to this engagement)

During this Agreement, the Subcontractor shall not engage in or assist any enterprise that directly competes with Webility in [DEFINED GEOGRAPHIC MARKET] in the service categories covered by this Agreement.

This restriction does not apply to the Subcontractor's general professional work unrelated to Webility's service categories.

6. Independent Contractor Status

6.1 No Employment Relationship

The Subcontractor is an independent contractor. Nothing in this Agreement creates an employer-employee, agency, joint venture, or partnership relationship.

The Subcontractor acknowledges: (a) They are not entitled to employment benefits (health, vacation, pension, etc.) (b) They are responsible for their own income taxes, HST/GST (if applicable), and statutory deductions (c) They have the right to provide services to other clients, subject to confidentiality and non-solicitation obligations (d) They control the manner and means of performing the services, subject to the deliverable requirements in this Agreement

6.2 Taxes and Registrations

The Subcontractor is solely responsible for: (a) Reporting and remitting income taxes on compensation received (b) Registering for HST/GST if required under applicable law (c) Any employer-side contributions or deductions applicable to their own status (d) Workers' compensation coverage for themselves (if applicable in their jurisdiction)

HST/GST: If the Subcontractor is HST/GST-registered, they must charge applicable HST/GST and provide their registration number on invoices. If not registered, no HST/GST is charged.

7. Insurance

The Subcontractor is responsible for maintaining insurance coverage appropriate to their work and risk profile. The Agency recommends:

The Agency may request proof of insurance coverage as a condition of engagement for specific projects. Failure to provide proof when requested entitles the Agency to terminate this Agreement.

8. Compliance

The Subcontractor will comply with all applicable laws in performing this Agreement, including:

• Privacy laws applicable to personal data processed (GDPR, PIPEDA, Law 25, CCPA, as applicable)
• Export control laws
• Anti-corruption and anti-bribery laws
• Accessibility requirements specified in the project brief

If the Subcontractor handles any personal data in the course of this Agreement, they will act only on documented instructions from the Agency, implement appropriate technical and organizational security measures, and comply with any data processing requirements communicated by the Agency.

9. Representations and Warranties

The Subcontractor represents and warrants that: (a) They have the right and authority to enter into this Agreement (b) The services and work product will not infringe any third-party IP rights (c) The work product will be original (except for pre-existing IP disclosed per Section 3.3) (d) They will not use AI-generated content in deliverables without the Agency's prior written consent (e) They have disclosed all material conflicts of interest before signing this Agreement (f) They will notify the Agency immediately if a conflict of interest arises during the engagement

10. Term and Termination

10.1 Term

This Agreement commences on the Agreement Date and continues until: ☐ Completion of the project deliverables described in Section 1.1 ☐ [DATE] (fixed end date) ☐ Terminated per Section 10.2

10.2 Termination

10.3 Survival

Sections 3 (IP), 4 (Confidentiality), 5 (Non-Solicitation), 6.2 (Taxes), and 9 (Representations) survive termination.

11. Limitation of Liability

The Agency's liability to the Subcontractor is limited to unpaid fees for services delivered and accepted. The Agency is not liable for lost profits, consequential damages, or loss of future business opportunity.

The Subcontractor's liability to the Agency for defective work is limited to rework at no charge plus out-of-pocket costs incurred by the Agency to remediate, up to a maximum of [AMOUNT] or the total fees paid under this Agreement, whichever is less — except in cases of fraud, gross negligence, IP infringement, or breach of confidentiality, where liability is not capped.

12. General

• Governing Law: [Province/State, Country]
• Disputes: Good-faith negotiation → mediation → litigation in [City, Province/State]
• Entire Agreement: This Agreement (and any attached Schedules) constitutes the entire agreement
• Amendments: Written only, signed by both Parties
• Electronic Signatures: Valid and binding
• Severability: Invalid clauses are severed; the remainder is enforceable

Signatures

Webility LLC

Signature: ___________________________ Date: _______________ Name / Title: ___________________________

[SUBCONTRACTOR LEGAL NAME]

Signature: ___________________________ Date: _______________ Name: ___________________________ Business/HST number (if applicable): ___________________________

Schedule A — Compensation and Scope Detail

(Complete this schedule with specific project scope, rates, milestones, and any agreed tool access or expense reimbursement.)

Webility — WBL-CTR-SUB-[ID]-v1.0 | Subcontractor Agreement Confidential — for authorized parties only.