A short-form subcontract that covers what actually causes disputes
Most subcontract fights on small jobs don't come from exotic legal clauses. They come from a scope nobody wrote down, a start date that was "understood," a change that was approved on a phone call, and retainage nobody agreed on. A short-form subcontract or work order won't replace a long-form agreement drafted by your attorney, but it will get the basics in writing and signed before a sub mobilizes — which is where most of the protection comes from. The free template above is a plain-language starting point with a working schedule of values, retainage math, and a change log.
Important: this is a starting-point form, not legal advice, and it is not an AIA or ConsensusDocs document. State law controls retainage limits, pay-when-paid clauses, lien rights, prompt-payment deadlines, and indemnity. Have your attorney review it before you use it, and again when you work in a new state.
When a work order is the right tool
- Small, well-defined scopes — a tenant-improvement electrical package, a concrete pad, a fence, a single-trade repair.
- T&M or not-to-exceed work where the scope is known but quantities aren't.
- Work orders under a master subcontract. If you already have an attorney-drafted master agreement signed with a sub, a work order per job just adds scope, schedule, and price.
- Service and small-project work where a 30-page subcontract would never get signed before the work is done.
When it's not enough: large scopes, design responsibility, long durations, significant liquidated-damages exposure, or anything where the prime contract has unusual risk you need to flow down. Use your long-form subcontract there.
What the template covers, section by section
| Section | What to watch |
|---|---|
| 1. Parties | Legal entity names exactly as registered, license numbers where the trade is licensed, W-9 on file before first payment. |
| 2. Project | Job number, cost codes, owner, and the prime contract reference so flow-down terms are clear. |
| 3. Scope | Drawing sheets with revision and date, inclusions and exclusions line by line, contract documents, and order of precedence. |
| 4. Schedule | Start and completion dates, minimum crew, work hours, milestones tied to inspections and cover-up, delay notice within 2 working days. |
| 5. Price & payment | Schedule of values, subcontract price, retainage %, retainage held, billing cutoff, lien waivers, payment timing, retainage release conditions. |
| 6. Insurance & indemnity | Placeholders for limits and endorsements (broker) and indemnity wording (attorney). |
| 7. Changes | Written change before work starts, pricing breakdown, markup, signed daily T&M tickets, claim notice period. |
| 8. Safety | OSHA 29 CFR 1926 compliance, site safety plan, JHA/JSA before each task, toolbox talks, competent person, incident reporting. |
| 9. Cleanup | Daily cleanup, 24-hour notice, back-charge at cost plus a stated percentage. |
| 10. Warranty | One year from project substantial completion or longer if the prime contract requires, with a response time for warranty calls. |
| 11–12. General & signatures | Flow-down, placeholders for termination/disputes/governing law, entire agreement, and signatures from both parties. |
Writing a scope of work that holds up
The scope section is where work orders are won or lost. A few rules from years of watching scope disputes play out:
- Reference documents by sheet, revision, and date. "Per plans" means nothing when there are three plan revisions in circulation.
- List exclusions explicitly. Fire alarm, data cabling, patch and paint, utility charges, permits, lifts, fire-stopping, temporary power — whatever the sub isn't carrying, write it down. If you leveled bids, the exclusions should match your bid leveling matrix.
- Name the interfaces. Who sets the sleeves? Who provides the pads? Who connects owner-furnished equipment? Gaps between trades are where extras come from.
- State the order of precedence. When the drawings and specs disagree, the sub needs to know which one wins.
Schedule of values and retainage
The template's schedule of values breaks the subcontract price into billable lines, sums them into the subcontract price, and calculates retainage held at 100% billed and the net paid through progress billing. Build the SOV the way the work actually progresses — mobilization, rough-in, trim, testing — so progress billing reflects real completion. The schedule of values template and the retainage calculator go deeper if you need them.
On retainage: 10% is common on private work, 5% on a lot of public work, and many states cap it and set release deadlines. Don't hold more from the sub than the owner holds from you unless your contract and state law allow it, and spell out exactly what triggers release — acceptance, punch complete, closeout documents, and final lien waivers.
Pay-when-paid, lien waivers, and prompt pay
Whether you can tie payment to the sub to your own payment from the owner — and how that clause has to be worded — depends heavily on your state. Some states enforce pay-if-paid, some treat it as pay-when-paid (timing only), and some restrict both. Prompt-payment statutes set deadlines for paying subs once you've been paid. The template leaves the payment-timing language as a bracketed placeholder for exactly this reason. For each billing, collect a conditional lien waiver for the current amount and unconditional waivers for prior payments — the lien waiver template covers the tracking side.
Changes: in writing, before the work
The single most valuable sentence in any subcontract is some version of "no extra work without a written change signed before the work starts." The template adds the practical pieces: a pricing breakdown, stated markup, T&M tickets signed daily by your superintendent, and a claim notice window. The Change Log tab tracks every change with amount, days, status, and whether the sub signed it; only Approved changes move the revised subcontract amount. For T&M documentation, use the time & material ticket; for owner-side changes, the change order template.
Insurance before mobilization
Collect the certificate of insurance and the actual endorsements — additional insured (ongoing and completed operations), waiver of subrogation, primary and non-contributory — before the sub sets foot on site. A certificate that says "additional insured" without the endorsement behind it is a common gap. Track expirations with the COI tracker template.
Common mistakes with short-form subcontracts
- Signing after mobilization. Once the sub is working, your leverage to fix terms is gone.
- Scope by reference to the sub's proposal. Their proposal is full of their exclusions. Write your own scope and exclusions.
- No flow-down. If the owner can hold you to a requirement, you need the same right against the sub for their scope.
- Copy-pasting clauses from a contract in another state. Indemnity and payment clauses are state-specific.
When to move beyond Excel
Once you're managing more than a handful of subs, the paperwork spreads across email, shared drives, and filing cabinets. Field PM tracks subcontracts, change orders, COIs, lien waivers, and sub daily reports against the job budget, so commitments, retainage, and changes are always current. Start a free 30-day trial.
Related templates
- Bid leveling matrix — level sub bids before you award
- COI tracker — verify insurance before mobilization
- Lien waiver template — collect waivers with every payment
- Purchase order template — for material buys rather than labor scopes
- Subcontractor daily report — keep the sub's manpower and progress documented
- Browse all free construction templates
