Subcontractor Agreement

Read this alongside the subcontractor guide. This page is for reference — you sign the version Emergence sends you.

This Subcontractor Agreement ("Agreement") is entered into as of [effective date] by and between:

Butte Valley Supply, doing business as Emergence, with a principal place of business at 2552 Clark Road, Butte Valley, CA 95965 ("Emergence"),

and

[contractor legal name], an individual doing business as a sole proprietor (or, if applicable, [contractor business name]), with a principal address at [contractor address] ("Contractor").

Emergence and Contractor are each a "Party" and together the "Parties."

1. Independent Contractor Relationship

Contractor is an independent contractor, not an employee, partner, or agent of Emergence. Nothing in this Agreement creates an employment, partnership, or joint venture relationship. Contractor is not eligible for and will not receive any employee benefit, including health insurance, paid time off, retirement contributions, unemployment insurance, or workers' compensation coverage, through Emergence.

Contractor has no authority to bind Emergence to any obligation, and will not represent to any third party that Contractor is an employee or agent of Emergence.

2. Services

Contractor will perform the services described in the applicable Statement of Work, attached as Exhibit A and incorporated into this Agreement ("Services"). Emergence may propose additional or revised Statements of Work during the Term; none are binding until signed by both Parties.

3. Term

This Agreement begins on [start date] and continues for an initial engagement term of 90 days ("Initial Term"), unless ended earlier under Section 12.

The Initial Term does not renew automatically. It may be extended only by a written extension signed by both Parties, which may itself set a new term length. Nothing in this Agreement obligates either Party to extend the engagement, and nothing in this Agreement obligates Emergence to offer, or Contractor to accept, employment at any point. If either Party wants to discuss an employment relationship after the Term, that is a separate conversation and a separate agreement, not a continuation of this one.

4. Compensation

Emergence will pay Contractor at the hourly rate specified in the applicable Statement of Work (Exhibit A) for Services actually performed.

Contractor will submit invoices monthly itemizing hours worked and Services performed. Emergence will pay undisputed invoices within 15 days of receipt.

Contractor is solely responsible for all federal, state, and local taxes on payments received under this Agreement. Emergence will not withhold any tax from payments to Contractor. Emergence will issue Contractor a Form 1099-NEC for any calendar year in which payments meet the applicable IRS reporting threshold. Contractor must submit a completed Form W-9 before the first payment is made.

5. Method, Schedule, and Control

Contractor controls the manner, method, and means by which the Services are performed, including Contractor's own working hours and schedule. Emergence's role is to define the scope and deliverables of the Services, not to direct the day-to-day manner in which Contractor performs them. Contractor is not required to work fixed hours, work at a specific location, or seek Emergence's approval for how Contractor structures Contractor's own working time, provided deliverables are met as agreed in the applicable Statement of Work.

6. Equipment and Expenses

Contractor will provide Contractor's own equipment, tools, and workspace needed to perform the Services, except where a Statement of Work specifically states that Emergence will provide something. Contractor is responsible for Contractor's own business expenses unless a Statement of Work specifically provides for reimbursement.

7. Right to Perform Services for Others

This Agreement is non-exclusive. Contractor may perform services for other clients during the Term, provided doing so does not violate Section 8 (Confidentiality) or Section 9 (Ownership of Work Product), and does not create a conflict with Contractor's ability to deliver the Services described in the applicable Statement of Work.

8. Confidentiality

Contractor's confidentiality obligations to Emergence are governed by the separate Non-Disclosure Agreement between the Parties, which remains in full force during and after this Agreement. If no such agreement is in place at the time this Agreement is signed, Contractor agrees not to disclose or use, other than to perform the Services, any non-public information Contractor receives from Emergence, both during the Term and after it ends.

9. Ownership of Work Product

All deliverables, code, documentation, designs, and other work product Contractor creates in the course of performing the Services ("Work Product") are the sole property of Emergence.

To the extent any Work Product does not automatically qualify as a "work made for hire" under applicable law, Contractor assigns to Emergence, effective upon creation, all right, title, and interest in that Work Product, including all intellectual property rights. Contractor will sign any additional document reasonably needed to confirm or record that assignment, both during the Term and after it ends.

Contractor represents that the Work Product will be Contractor's own original creation, will not infringe any third party's intellectual property rights, and will not include any third-party materials (including open-source software, licensed data, stock assets, or similar) subject to a license or usage restriction that would limit Emergence's ownership or use of the Work Product, unless Contractor discloses that material to Emergence in writing before using it and Emergence approves it in writing.

This section survives the end of this Agreement.

10. Representations

Contractor represents that Contractor has the legal right to enter into this Agreement, is not subject to any other agreement that would prevent Contractor from performing the Services, and will perform the Services in a professional and workmanlike manner.

11. Indemnification

Contractor will indemnify and hold Emergence harmless from any third-party claim arising from Contractor's breach of Section 9 (Ownership of Work Product) or Section 10 (Representations), including reasonable attorneys' fees, except to the extent the claim arises from Emergence's own negligence or misuse of the Work Product.

12. Termination

Either Party may end this Agreement before the end of the Term by giving 14 days' written notice to the other Party. Emergence may also end this Agreement immediately for Contractor's material breach, including a breach of Section 8 or Section 9, that is not cured within 5 days of written notice.

On termination or expiration of this Agreement, Contractor will deliver to Emergence all completed and in-progress Work Product, and Emergence will pay Contractor for Services properly performed and undisputed through the effective date of termination. Sections 4 (as to amounts owed), 8, 9, 10, and 11 survive termination.

13. General Provisions

Governing law. This Agreement is governed by the laws of the State of California, without regard to conflict-of-law principles.

Entire agreement. This Agreement, together with any Statement of Work and the separate Non-Disclosure Agreement between the Parties, is the entire agreement between the Parties on this subject and supersedes any prior discussions or agreements about it.

Amendment. This Agreement may only be amended in writing, signed by both Parties.

Assignment. Contractor may not assign this Agreement without Emergence's prior written consent. Emergence may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Severability. If any provision of this Agreement is found unenforceable, the rest of the Agreement remains in effect.

Notices. Notices under this Agreement must be in writing and sent to the addresses above, or to any other address either Party provides in writing.

Counterparts. This Agreement may be signed in counterparts, including by electronic signature, each of which is an original.

Exhibit A — Statement of Work

Each engagement has its own Statement of Work, filled in before the agreement is sent to you:

  • Contractor — [name]
  • Effective date — [date]
  • Scope of Services — [the project and deliverables]
  • Deliverables — [specific deliverables, if applicable]
  • Rate — [$ per hour]
  • Estimated hours or budget cap — [if any]
  • Point of contact at Emergence — Sarah (sarah@emergence.us)

How this works

  1. 1. Read the terms above so you know what you'd be agreeing to.
  2. 2. Send us your details using the form below.
  3. 3. We review them and get in touch — usually a conversation first.
  4. 4. If it's a good fit, we agree scope and rate with you.
  5. 5. We email you the agreement as a signature request through Google. You don't need a Google account to sign.
  6. 6. You sign, Emergence countersigns, and both parties automatically receive the completed agreement with its audit trail.

Interested in working with us?

Send us your details and we'll be in touch. Reading the agreement above first means you already know the terms before we talk — scope and rate get agreed together, and the agreement is only sent once we've had that conversation.

Please don't send a W-9 or taxpayer ID here — that's collected separately, before your first payment.