A roofing subcontractor agreement should name the customers you send the sub, bar him from soliciting or accepting their work for a fixed number of months, and keep his own signs and business cards off your jobs. Around that clause it needs a written work order for each job, insurance papers before the first one, payment terms that fit your state’s law and a safety section.
The template is below, with the reason for each clause after it. The statutes cited here are Texas’s, so have a construction attorney in your state read the agreement before a sub signs it.
Keep the customer clause narrow enough for a court to enforce
A contractor in a Columbus, Ohio contractors’ Facebook group warned that without “an air tight contract” subs “will poach your client. They will undercut you.” Texas enforces a non-compete if it is part of an otherwise enforceable agreement and its limits on time, area and type of work are reasonable and no broader than needed to protect your goodwill. A clause barring a sub from roofing anywhere in your county asks a court for more than one naming the homes you sent him to, for a set number of months.
No federal rule overrides state law here, because the FTC took its vacated non-compete rule out of the federal regulations in February 2026. Some states, Minnesota among them, restrict non-competes on their own.
On a Texas residential job you have to give the homeowner a written list of every sub and supplier, with phone numbers, before work starts, unless the homeowner signs a waiver. The homeowner ends up with your sub’s number, and the customer clause is what bars him from using it to win the next job.
A contractor on r/sweatystartup named the second big risk of subcontracting: “Second issue is them cutting your grass.” He meant a sub showing up in his own marked trucks and handing out his own cards on your job. His fixes were magnetic decals reading “subcontracted to” your company, or asking the sub for 10% of any leads that came through. Clause 10 covers trucks and cards, and clause 9 has an optional referral fee. Put each customer’s address in the work order, so there is never a question about who was yours.
Copy this agreement and fill in the brackets
Roofing Subcontractor Agreement
This agreement is between [Company legal name] (“Contractor”) and [Sub legal name] (“Sub”), effective [date]. It covers every job Contractor assigns to Sub by written work order until either party ends it under clause 12.
- Work orders. Contractor will issue a written work order for each job naming the property address, the owner, the scope of work, who supplies materials, the start window and the price. Sub accepts a work order by signing it or starting the work.
- Independent contractor. Sub decides how the work is done, sets its crew’s hours, supplies its own tools and equipment, and pays its own workers, taxes and expenses. Contractor’s interest is the finished result described in the work order.
- Standards. Sub will install every product to the manufacturer’s written instructions and local building code, and leave the site free of debris each day and at completion.
- Payment. Sub invoices Contractor when a work order is complete [or at the stages listed in it]. Contractor pays each invoice within [7] days after receiving the owner’s payment for Sub’s work.
- Disputed amounts. If Contractor disputes part of an invoice in good faith, Contractor will tell Sub in writing what is disputed and why, and pay the undisputed part on time.
- Insurance and documents. Before the first job, Sub delivers a signed IRS Form W-9; a certificate of general liability insurance of at least [$] per occurrence naming Contractor as additional insured; a certificate of auto liability insurance of at least [$]; and either a workers’ compensation certificate or [Texas only] a signed agreement in which Sub assumes the responsibilities of an employer for its workers. Sub delivers renewed certificates before each policy expires, and Contractor will not assign work while any certificate is expired.
- Indemnity. Sub will defend and indemnify Contractor against claims for bodily injury, death or property damage to the extent caused by Sub’s work or the negligence of Sub, its workers or its suppliers.
- Safety. Sub is responsible for its workers’ safety, will follow OSHA rules, will keep a written safety program and will provide and use fall protection on every job. Contractor may stop work where it sees a hazard until Sub corrects it.
- Customers. An “Introduced Customer” is any owner, property manager or occupant of a property named in a work order. While this agreement is in force and for [] months after Sub’s last job for an Introduced Customer, Sub will not, directly or through anyone else, solicit, quote or accept roofing or exterior work from that customer except through Contractor. Sub will pass every request from an Introduced Customer to Contractor within [1] business day. [Optional: If an Introduced Customer hires Sub directly, Sub will pay Contractor []% of that contract as a referral fee.]
- On-site identification. On Contractor’s jobs, Sub’s vehicles will carry Contractor’s “Subcontracted to [Company]” decals or no company markings. Sub will not put up its own yard signs or hand out its own cards, flyers or quotes, and will send any neighbor who asks about work to Contractor.
- Callbacks. Sub will return within [] days of notice to correct defects in its workmanship, at no charge, for [] years after completion. If Sub does not, Contractor may correct the defect and deduct the reasonable cost from amounts owed to Sub.
- Termination. Either party may end this agreement with [____] days’ written notice. Contractor may end it at once if Sub’s insurance lapses or Sub breaks clause 8, 9 or 10. Clauses 7, 9, 10 and 11 survive termination.
- Governing law. The law of [State] governs this agreement.
Contractor: name, title, signature, date. Sub: name, title, signature, date.
Each work order should name the result and leave the method to the sub
The IRS sorts the evidence on worker status into behavioral control, financial control and the type of relationship, and says no single factor decides it. The Department of Labor names construction as one of the most common problem areas, and says that having no formal employment agreement doesn’t settle a worker’s status. Texas’s unemployment test asks whether the worker is free from control “under the contract and in fact,” so how you run the crew counts alongside the paper.
That is why clause 2 leaves methods and hours to the sub and clause 3 sets the standard the finished roof has to meet. Give each work order a start window and a finish standard, and keep daily hours and crew rules out of it. The rest of the 1099 question is in Roofing Contracts and 1099 Rules: What a New Owner Needs in Writing.
Get the insurance papers and a W-9 before the first job
A contractor on r/GeneralContractor warned that a 1099 sub without his own liability and comp coverage ends up on your comp audit. Ask for the certificates before the first job and at every renewal, as clause 6 does. Roofing Workers’ Comp and General Liability: What It Costs and How Audits Work covers how those audits run.
Workers’ comp is optional for private employers in Texas, which is why clause 6 has a Texas alternative. A sub’s workers stay off your books for comp only if the sub works as an independent contractor and has signed a written agreement taking on an employer’s responsibilities. If you carry comp and hire a sub with no employees, Texas treats you as his employer for comp.
Collect the W-9 before you cut the first check, because without a correct taxpayer ID you have to hold back 24% of later payments to him.
For payments made in 2026, a sub you pay $2,000 or more gets a 1099-NEC by January 31, though payments to a corporation generally don’t need one.
Texas voids broad indemnity on commercial roofs
Texas voids a clause that makes a sub cover claims caused by your own negligence, except claims for injury or death of the sub’s own employees, and voids an additional-insured requirement to the extent it reaches for that same coverage. Those limits do not apply to contracts for a single-family house, townhouse or duplex.
A broad clause therefore falls outside that law on a house re-roof and is void past its limits on a strip-center roof. A template that covers both kinds of job needs its indemnity clause written for the commercial limit, which is why clause 7 holds the sub only to what his own work and people cause.
Texas gives you seven days to pay the sub once the owner pays you
In Texas you have to pay a sub his share no later than the seventh day after you receive the owner’s payment, and unpaid amounts earn interest at 1.5% a month. A contract that tries to waive that rule is void, so clause 4 uses the Texas deadline.
On anything other than a house up to a fourplex, Texas also limits clauses that pay the sub only if the owner pays you. You can’t enforce one when the owner held back because you failed your own contract.
You can hold back money over a good-faith dispute. On a house up to a fourplex, the most you can withhold is 110% of the gap between what the sub claims and what you say you owe, and on other property it is 100%. Clause 5 has you put the dispute in writing and pay the undisputed part on time.
A safety clause can’t move your OSHA exposure to the sub
OSHA can cite a “controlling employer” for a sub’s violations, meaning one with general supervisory authority over the site, including the power to correct hazards or make others correct them. Control can come from the contract or from how you run the job. A controlling employer has to take reasonable care to prevent and detect violations, a lower bar than OSHA sets for your own workers.
Clause 8 puts fall protection and the safety program on the sub and keeps your right to stop work, though it won’t keep a citation off you. When you see a sub’s crew at the edge without fall protection, stop the job and write down what you saw.
Check these off before a sub’s first job
- Customer addresses named in every work order
- Customer clause with a fixed number of months filled in
- Your decals in the sub’s truck, and no signs or cards of his own
- Signed W-9
- Liability and auto certificates, with renewal dates on your calendar
- Comp certificate, or in Texas the signed employer-responsibility agreement
- Payment terms that meet your state’s deadline
- Agreement read by a construction attorney in your state
The customer clause only matters once homeowners have found your company. Pick your Google profile and a search in the free Google Maps heatmap, and in a few minutes you’ll see your rank at 49 points around your office.