Subcontracting Clause template clause
Updated: 24 March 2026
Please note: these example clauses are intended as a starting point, not as legal advice. Always adapt the text to your specific situation and have important contracts reviewed by a legal professional.
Clause text
Article [X] - Subcontracting
1. The Supplier shall not subcontract the performance of any of its obligations under this Agreement, in whole or in part, without the prior written consent of the Buyer.
2. A request for consent to subcontract shall include at a minimum:
(a) the name, registered address, and company registration number of the proposed subcontractor;
(b) a description of the work to be subcontracted;
(c) the relevant qualifications, certifications, and references of the proposed subcontractor.
3. The Buyer shall respond to a complete request within [e.g. 10 Business Days]. Failure to respond shall not constitute consent.
4. The Supplier shall remain fully responsible and liable for all work performed by any subcontractor as if the Supplier had performed that work itself.
5. The Supplier shall ensure that each subcontractor is bound by obligations that are at least equivalent to the Supplier's obligations under this Agreement, including confidentiality, liability, and insurance requirements.
6. The Buyer may revoke its consent for a subcontractor if that subcontractor fails to meet the standards required under this Agreement. In such case, the Supplier shall arrange a replacement solution within [e.g. 15 Business Days], at no additional cost to the Buyer.
What does this clause mean?
A subcontracting clause determines the conditions under which your supplier may outsource work to third parties. Without such a clause, the supplier is generally free to decide whether to perform the work itself or outsource it. That creates risk, because you selected the supplier based on its capabilities, not those of an unknown third party.
Paragraph 4 is the core provision: the supplier remains fully liable for the subcontractor's work. Under Dutch law, this aligns with Article 6:76 of the Civil Code, which holds a debtor liable for the conduct of persons engaged in the performance of an obligation. This prevents you from being referred to a party with whom you have no contractual relationship when problems arise. Paragraph 5 ensures that subcontractors are held to the same standards as the main supplier.
According to World Commerce & Contracting, the average business loses 9.2% of annual revenue to poor contract management. Opaque subcontracting chains increase that risk. In construction and IT in particular, project delays and quality issues frequently stem from uncontrolled use of subcontractors.
When should you use this clause?
Include a subcontracting clause in service agreements, construction contracts, IT projects, and any agreement where the quality of performance depends on who does the work. The clause is particularly relevant when you are dealing with certification requirements (e.g. ISO 27001, ISO 9001) or when confidential data is being processed.
In the construction sector, subcontracting chains are the norm. A clear contractual framework prevents disputes about responsibility for defects or delays. In IT, it is important to also impose requirements on the location of data processing by subcontractors, especially in light of GDPR requirements.
Customize these elements
- 1Consider including a pre-approved list of subcontractors (whitelist) instead of requiring case-by-case consent
- 2Add specific certification requirements relevant to your industry (ISO 27001, ISO 9001, SOC 2)
- 3Consider setting a maximum percentage of the work that may be subcontracted
- 4Specify whether the subcontractor may invoice the Buyer directly or must invoice through the Supplier only
Sources
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