Subcontractor Agreement

This Subcontractor Agreement (“Agreement”) is made effective as of [Insert Date] (“Effective Date”), by and between:

Nexwinds Solutions Lda, with its principal place of business at Rua Engenheiro João Tallone, n.º 80, 4470-516 Maia, Porto, Portugal (“Contractor” or “Nexwinds”),
AND
[Insert Subcontractor Name], with its principal place of business at [Insert Subcontractor Address] (“Subcontractor”).

1. Purpose

1.1 The Contractor has entered into an agreement with a Client to provide certain services, and desires to engage the Subcontractor to assist in the completion of these services. The Subcontractor will provide specific services as described in the scope of work set forth below.

2. Scope of Work

2.1 The Subcontractor agrees to provide the following services to the Contractor:
[Specify the tasks, services, or deliverables the Subcontractor is responsible for (e.g., software development, design, marketing services, etc.)]

2.2 The Subcontractor shall complete the work in a timely and professional manner, in accordance with the standards and requirements outlined in this Agreement and any associated documentation.

2.3 The Subcontractor agrees to cooperate with the Contractor and any other parties involved in the performance of the project.

3. Term of Agreement

3.1 This Agreement shall commence on the Effective Date and continue until the completion of the services unless terminated earlier in accordance with the provisions of this Agreement.

3.2 The Subcontractor shall begin performing the services as agreed in the Scope of Work upon receiving written instructions or request from the Contractor.

4. Payment and Compensation

4.1 The Contractor agrees to pay the Subcontractor for services rendered according to the payment terms outlined below:

[Specify compensation structure: hourly rate, fixed price, milestone-based payments, etc.]
Payment will be made [weekly/monthly/upon completion of milestones] within [X] days following the submission of an invoice by the Subcontractor.

4.2 The Subcontractor is responsible for all taxes, including income tax, VAT, and social security contributions that may be required in connection with the payment for services under this Agreement.

4.3 The Subcontractor shall not receive reimbursement for any expenses incurred unless pre-approved in writing by the Contractor.

5. Independent Contractor Relationship

5.1 The Subcontractor is an independent contractor and not an employee of the Contractor. Nothing in this Agreement shall be construed as creating an employer-employee relationship, joint venture, or partnership between the parties.

5.2 The Subcontractor has no authority to bind the Contractor to any obligations or commitments unless explicitly authorized in writing by the Contractor.

6. Confidentiality and Non-Disclosure

6.1 The Subcontractor agrees to maintain strict confidentiality regarding all proprietary information, including but not limited to trade secrets, client information, and project details, which it receives or accesses in the course of performing the services under this Agreement.

6.2 The Subcontractor shall not disclose, use, or permit the use of any confidential information except as necessary for the performance of the services under this Agreement.

6.3 This confidentiality obligation shall survive the termination or expiration of this Agreement.

7. Intellectual Property

7.1 Ownership of Deliverables: All work, including software, designs, documents, reports, and any other materials developed or created by the Subcontractor under this Agreement (“Deliverables”) shall be the exclusive property of the Contractor unless otherwise agreed in writing. The Contractor shall have full ownership of the Deliverables, and the Subcontractor hereby assigns all rights, title, and interest in the Deliverables to the Contractor.

7.2 The Subcontractor shall retain no rights to the Deliverables and shall not use them for any purpose other than fulfilling the terms of this Agreement.

7.3 Pre-existing Intellectual Property: Any pre-existing intellectual property of the Subcontractor used in the performance of services under this Agreement shall remain the property of the Subcontractor. The Subcontractor grants the Contractor a non-exclusive, worldwide, royalty-free license to use such intellectual property solely in connection with the services provided under this Agreement.

8. Warranties and Representations

8.1 The Subcontractor warrants that:

The services provided will be performed in a professional and workmanlike manner and in compliance with industry standards.
The Subcontractor has the necessary expertise, qualifications, and experience to perform the services outlined in this Agreement.
The Deliverables will not infringe upon the intellectual property rights of any third party.

8.2 The Contractor makes no warranty regarding the results of the Subcontractor’s work but agrees to cooperate and provide any necessary information to assist in the completion of the services.

9. Liability and Indemnification

9.1 The Subcontractor agrees to indemnify, defend, and hold harmless the Contractor, its officers, employees, agents, and affiliates, from any claims, damages, liabilities, or costs arising out of the Subcontractor’s performance of the services under this Agreement, including any breach of confidentiality, intellectual property infringement, or failure to comply with applicable laws.

9.2 The Contractor shall not be liable for any indirect, incidental, or consequential damages arising out of this Agreement, except for damages resulting from the Contractor’s gross negligence or willful misconduct.

10. Termination

10.1 Either party may terminate this Agreement upon [X] days’ written notice if the other party materially breaches any term of this Agreement and fails to cure such breach within the notice period.

10.2 The Contractor may terminate this Agreement immediately if the Subcontractor:

Fails to deliver services according to the agreed timeline or quality.
Engages in any unlawful or unethical conduct.
Becomes insolvent or subject to bankruptcy proceedings.

10.3 Upon termination, the Subcontractor shall promptly return any property, documents, and confidential information belonging to the Contractor and cease any further work on the project.

11. Governing Law and Dispute Resolution

11.1 This Agreement shall be governed by and construed in accordance with the laws of Portugal.

11.2 Any disputes arising under or in connection with this Agreement shall be resolved through [mediation/arbitration] before a mutually agreed-upon mediator or arbitrator, and if such resolution is not successful, the dispute shall be submitted to the courts of Porto, Portugal.

12. Miscellaneous

12.1 Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings.

12.2 Amendments: Any amendments or modifications to this Agreement must be made in writing and signed by both parties.

12.3 Force Majeure: Neither party shall be liable for failure or delay in performance of this Agreement due to circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, or other unforeseen events.

12.4 Assignment: The Subcontractor may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Contractor.

IN WITNESS WHEREOF, the parties hereto have caused this Subcontractor Agreement to be executed by their duly authorized representatives as of the Effective Date.

Contractor (Nexwinds Solutions Lda):
Signature: ___________________________
Name: _______________________________
Title: ________________________________
Date: ________________________________

Subcontractor:
Signature: ___________________________
Name: _______________________________
Title: ________________________________
Date: ________________________________