SUBCONTRACTOR AGREEMENT UPDATED - Sample MSA

SUBCONTRACTOR AGREEMENT
THIS SUBCONTRACTOR AGREEMENT (this “Agreement”) is made and entered into between
XXXXXXXXXXX, a XXXXXXXX (“Subcontractor”), having a primary business address of
XXXXXXXXXXXXXXXX, and Mastech Digital Technologies, Inc., a Pennsylvania corporation (“Mastech
Digital”),having a primary business address of 1305 Cherrington Pkwy. Bldg. 210 Ste. 400 Moon
Township, PA 15108, and is effective as of XXXXXXXXXXX, (the “Effective Date”). In the event that
Subcontractor is an individual, any reference made to “Subcontractor” or “Company Worker” shall mean
Subcontractor individually. Subcontractor’s Tax Identification Number is XXXXXXXXXXXX.
Mastech Digital desires to obtain certain services from Subcontractor from time to time for the benefit
of Mastech Digital’s clients (“Client” or “End User”). Subcontractor’s services are intended to assist
Mastech Digital in fulfilling its obligations under the contract between Mastech Digital and Client
(“Prime Contract”). Subcontractor agrees to provide such services in accordance with the following
terms and conditions pursuant to this Agreement and the Prime Contract between Client and Mastech
Digital:
1. SERVICES
1.1 Subcontractor, through its employees (“Company Workers” or “Personnel”), will provide
the services (“Services”) requested by Client and described in a Statement of Work document (an
example of which is Attachment A) which has been agreed to and signed by both Subcontractor and
Mastech Digital, or any of Mastech Digital’s subsidiaries or affiliates, and is subject to the terms and
conditions of this Agreement (each a “Statement of Work”). A Statement of Work more fully describes
the scope, duration, and fees for the Services to complete the project described therein (a “Project”).
The Statement of Work may also reference special terms and conditions required by the Client or the
End User for whom the Project is being performed. Changes to any Statement of Work, including the
Project and scheduling changes, may be made by the prior written mutual agreement of the parties
thereto.
1.2 Subcontractor will use its best efforts to perform the Services in accordance with its
estimates and time schedules set forth in each Statement of Work.
1.3 While on Mastech Digital’s, Client’s or End User’s premises, Subcontractor and its
Company Workers shall comply with all security practices and procedures.
2. RETENTION AND REMOVAL OF COMPANY WORKERS
2.1 Subcontractor’s Services are retained on an at-will basis, and the quantity and duration
of Services are within the sole discretion of Mastech Digital and no binding commitments,
representations or assurances with respect thereto have been made. Mastech Digital may remove
MASTECH DIGITAL TECHNOLOGIES, INC. | 1305 Cherrington Parkway | Building 210, Suite 400 | Moon Township, PA 15108
Tel 412.787.2100 | Fax 412.494.9272 | www.mastechdigital.com
Subcontractor’s Company Workers immediately, upon written notice, for cause, including but not
limited to such request by Client or the End User.
2.2 If Mastech Digital or its Client requests removal of the Company Worker in such notice,
Subcontractor shall promptly remove such Company Worker from the Project.
2.3 Subcontractor acknowledges that Mastech Digital has a contractual agreement with
Client prohibiting removal of a Company Worker for convenience. Subcontractor agrees that it shall not
remove any Company Worker for convenience without Mastech Digital’s prior written consent.
Subcontractor may remove Company Worker upon ten (10) business days’ prior written notice to
Mastech Digital that the employment or business relationship between itself and the Company Worker
has been terminated.
3. TERM AND TERMINATION
3.1 This Agreement shall be effective as of the Effective Date and shall remain in effect until
terminated by either party in accordance with this Agreement.
3.2 Mastech Digital may terminate this Agreement and any Statement of Work: (i)
immediately upon written notice to Subcontractor for cause; (ii) immediately upon written notice if the
Project terminates and (iii) on ten (10) business days’ prior written notice for any reason.
3.3 Subcontractor may terminate this Agreement upon thirty (30) days prior written notice;
provided, however, Subcontractor shall not have the right to terminate this Agreement pursuant to this
sentence while any Statement of Work is pending and not yet completed. Notwithstanding, pursuant to
Section 2.3 above, Subcontractor may terminate any Statement of Work upon ten (10) business days’
prior written notice to Mastech Digital in the event that the employment relationship between
Subcontractor and its Company Worker has been terminated.
3.4 Subcontractor may terminate a Statement of Work upon delivery of written notice, if
Mastech Digital is in breach of this Agreement and/or such Statement of Work and fails to cure such
breach within thirty (30) days (or immediately in the case of breach of Section 12) after its receipt of
written notice. Non-payment of a disputed invoice shall not be considered a breach of this Agreement.
3.5 Upon the failure of a party to timely cure any such breach, the non-breaching party may,
subject to the other terms of this Agreement, pursue any legal remedies it may have under applicable
law or principles of equity relating to such breach.
4. INVOICES AND EXPENSES
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4.1 All Services will be provided by Subcontractor on a time and materials basis, unless
otherwise agreed by the parties in the applicable Statement of Work. Services will be invoiced in
accordance with the fees specified in the Statement of Work.
4.2 Subcontractor’s Company Worker shall enter time into Mastech Digital’s time keeping
system noted in Section 4.3 below. Such submission of time shall serve as Subcontractor’s weekly
invoice to Mastech Digital. Services will be paid for by Mastech Digital at the applicable hourly rate(s)
for the Company Worker(s) as set forth in the Statement of Work. Such hourly rates shall be the sole
charge to Mastech Digital. In the event that the Client requires Subcontractor Personnel to work hours
in excess of forty (40) per week, Subcontractor agrees that it must seek Mastech Digital’s permission
before allowing its Personnel to work hours in excess of forty (40) per week. No premium overtime
wages will be paid for work over forty (40) hours per week even if overtime is authorized. Each week,
Subcontractor must submit timesheets approved by Client. Submission of Client approved timesheets
each week is mandatory. It is Subcontractor’s responsibility to immediately inform a Mastech Digital
Human Resources Representative in the event that Mastech Digital’s Client refuses or is unavailable to
approve a timesheet. Notwithstanding the submission of approved timesheets, all Services performed
are subject to Mastech Digital’s review and approval, and to Client’s acceptance, for purposes of
payment. Time entry and expenses received by Mastech Digital later than the lesser of either (i) the
length of time permitted in the Prime Contract or (ii) sixty (60) days after the date on which the Services
were performed/expense incurred shall be deemed untimely and thus waived by Subcontractor, and no
payment shall be made for such charges.
4.3 Subcontractor’s Company Worker is required to submit a timesheet into Mastech

Digital’s web-based Oracle Time Reporting portal at the end of each week for the services performed
the previous week. If for any reason, Company Worker is unable to submit his/her timesheet into
Mastech Digital’s portal, Subcontractor and/or Company Worker must inform Mastech Digital’s Human
Resource Department immediately. If Subcontractor’s Company Worker is entitled to receive billable
expenses, Company Worker must enter all expense detail into Mastech Digital’s portal each week for
expenses incurred the previous week. In order to validate expense entries, Company Worker is required
to upload all corresponding receipts into Mastech Digital’s portal. Company Worker may also be
required to enter timesheet and expense information into the Client’s web-based portal. Company
Worker must ensure that all entries into Mastech Digital’s portal match any entries into Client’s web-
based portal on a daily basis.
4.4 Mastech Digital shall pay all undisputed amounts within thirty (30) days after receipt of
such invoice; however, if Mastech Digital or Client disputes all or any portion of an invoice, Mastech
Digital shall notify Subcontractor of the same, give reasons for the dispute and pay only that portion of
the invoice not in dispute. No payment shall be made for the final ten (10) days of a Company Worker’s
services, in the event that the Company Worker left or was removed from the Project before its
scheduled completion date, where ten (10) business days’ notice was not given. Subcontractor’s and
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Mastech Digital’s respective representatives shall promptly confer to resolve any disputed invoices.
Subcontractor agrees that it shall promptly repay or permit set-off for such disputed amounts.
4.5 Mastech Digital shall reimburse Subcontractor for all reasonable, actual out-of-pocket
expenses incurred to perform the Services, without mark-up; provided that the same are approved in
advance by Mastech Digital and Client and supported by an original receipt. Travel expenses will only be
paid for Company Workers not based in the county(ies) in which the Project is located. Travel expenses
shall be limited to coach class airfare, meals, ground transportation, parking and accommodations
reasonably agreeable to Mastech Digital and Client.
4.6 Subcontractor shall be solely responsible for paying each of Subcontractor’s Company
Workers in connection with the services provided to Mastech Digital or Client hereunder.
Notwithstanding the foregoing, if Mastech Digital receives notice that Subcontractor has failed to make
timely payment to any Company Worker, Mastech Digital reserves the right and shall, at its option: (i)
withhold all amounts due hereunder until such time as Subcontractor provides evidence of payment of
all outstanding amounts due to Subcontractor’s Company Worker(s) or (ii) terminate the applicable
Statement of Work and withhold any costs and fees incurred by Mastech Digital as a result of
Subcontractor’s failure to make timely payment to its Company Worker(s).
4.7 Upon the conclusion of the providing of Services hereunder, Mastech Digital reserves
the right to withhold payment for services on the final invoice until such time as Mastech Digital receives
written confirmation that all Mastech Digital or Client personal property, documents and information
(including computer-generated or -stored matters) in the possession of Subcontractor and Company
Worker has been returned.
5. EARLY PAY OPTION
Subcontractor may elect to receive payment for all appropriate and proper invoiced charges within fifteen
(15) days from Mastech Digital’s receipt of a proper invoice and approved time sheets. In the event
Subcontractor elects this early payment option, Mastech Digital will deduct a one percent (1%) charge
from each invoice. It is Subcontractor’s responsibility to elect this early payment option on the applicable
Work Order. If no selection is made by Subcontractor, Mastech Digital will automatically revert to Net 30
payment terms. All guidelines, rights and obligations set forth in Article 3 are applicable despite the
election of Net 15 terms.
6. PRIME CONTRACT REQUIREMENTS AND SERVICE FEES
6.1 In order for Mastech Digital to meet its wage disclosure requirements under the Prime
Contract, Subcontractor must disclose to Mastech Digital the actual hourly wage paid by
Subcontractor to its Company Worker. For purposes of clarity, hourly wage shall be defined as the
hourly base pay (wage) paid to Company Worker/s by Subcontractor, prior to any taxes, benefits,
margins, and all other costs. In the event a Company Worker/s is paid an annual salary (“Annual Salary”)
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by Subcontractor, the calculation to determine the Hourly Wage for such Company Worker/s is as
follows:
Annual Salary / 2080 hours per year = Hourly.
6.2 At the start of the Project and on a quarterly basis thereafter, Subcontractor shall
provide Mastech Digital written evidence of the hourly wage paid to the Company Worker. Evidence at
the start of the Project may consist of a current (within the quarter) wage statement or signed
employment agreement for the Company Worker. Evidence thereafter shall consist of a current (within
the quarter) wage statement for Company Worker or other evidence acceptable to Mastech Digital.
Subcontractor is required to disclose the following information to Mastech Digital prior to

company worker joining any project:
 Work authorization type-US Citizen, GC, Visa type and expiration date
 FLSA Classification
 Payroll Type-benefited/non benefited or C2C
7. WARRANTIES AND REPRESENTATIONS
7.1 Subcontractor represents and warrants that it shall perform all Services in a professional
manner, the Services shall be free from material defects and the Services shall conform to all
specifications and written instructions applicable to such Services. The Services shall conform to the
Prime Contract between Mastech Digital and Client and resultant SOW’s and all procedures and
requirements of Mastech Digital and Client.
7.2 Subcontractor represents and warrants that each Company Worker assigned to a
Project has the level of skill commensurate with the requirements of the Services contracted for in the
Statement of Work.
7.3 Subcontractor represents and warrants that the Services and Subcontractor’s
performance of the Services do not and shall not infringe any patent, trademark, copyright, trade secret
or other proprietary right held by any third party.
7.4 In the event of any breach of warranty, Subcontractor shall re-perform the Services at
no cost to Mastech Digital or Client. If re-performance of the Services cannot be completed as
warranted, then Mastech Digital and Client shall be entitled to a refund of the fees paid in connection
with such non-conforming Services.
7.5 The provisions of this Section shall survive any termination of this Agreement and shall
be binding upon Subcontractor’s successors, assigns, executives, administrators and other legal
representatives.
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8. CLASSIFICATION OF SUBCONTRACTOR EMPLOYEES
Subcontractor represents and warrants that the Company Workers are W-2 employees of
Subcontractor. Subcontractor agrees that it will be solely liable for and indemnify, defend and hold
harmless Mastech Digital and Client from any and all liability arising from, whether directly or indirectly,
the placement and use by Subcontractor of Company Workers who are defined as, deemed to be, or
misclassified as independent contractors.
9. NON-SOLICITATION AND NON-COMPETE
9.1 While this Agreement is in force and continuing until one (1) year following the last date
on which Subcontractor provides Services hereunder, Subcontractor and its Company Worker agree: (i)
not to directly or indirectly solicit business of or from, or seek or accept employment with, Client or End
User directly or indirectly or through another vendor; and (ii) not to directly or indirectly solicit the
employment or retention of any of Mastech Digital’s Company Workers wherever located, or of any
Company Worker of a third party providing services to or for the benefit of Mastech Digital at the sites,
operations or projects of Client or End User, where or for which Subcontractor provides or provided
Services hereunder.
9.2 Subcontractor understands that, for purposes of this Section, Client and End User, which
may include any party in the contractual chain between the Client and the ultimate End User, has the
contractual right to hire any Company Worker supplied by Mastech Digital to Client at any time.
Therefore, Subcontractor agrees that Client, Mastech Digital or End User shall be entitled to make an offer
of permanent employment or otherwise hire any Company Worker of Subcontractor furnished hereunder
at any time. No fee will be provided to Subcontractor unless provided for in the Prime Contract. Mastech
Digital will share equally with Subcontractor any fee in connection therewith.
9.3 In the event that Client or Mastech Digital hires a Company Worker of Subcontractor
under this Article 9, Subcontractor agrees to release Client from any further liability for such hiring other
than what is stated in this Article and agrees to release any hired Company Worker from any restrictive
covenants he or she might have with Subcontractor. The extent to which the terms of this Section shall
apply may, as necessary and from time to time, be modified by the parties, which modifications shall be
set forth in a writing signed by both parties and attached hereto.
9.4 The provisions of this Section shall survive any termination of this Agreement and shall
be binding upon Subcontractor’s successors, assigns, executives, administrators and other legal
representatives.
10. COMPLIANCE WITH LAWS AND REGULATIONS
Subcontractor shall comply with all applicable laws, rules and regulations, federal, state, county and
municipal, with respect to its performance of the Services.
11. INTELLECTUAL PROPERTY
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The Services performed hereunder and the work product resulting therefrom shall be deemed “works
made for hire,” with Mastech Digital or Client exclusively owning all right, title and interest therein. If
such work product is deemed by a court of law not to be a "work made for hire," Subcontractor hereby
irrevocably assigns, transfers and conveys to Mastech Digital or Client ownership of all right, title and
interest in and to such work product, including, without limitation, inventions (whether patentable or
unpatentable) and copyrightable work product, and Mastech Digital or Client shall have the right to
obtain and hold in its own name, without obligation of any kind to Subcontractor, patents, copyrights,
and/or other protection that may be available or become available with respect to such work product.
Subcontractor further agrees to give Mastech Digital or Client and their designees or assignees all
assistance, and to execute and deliver all documents, reasonably requested to perfect such right, title
and interest. Subcontractor hereby appoints Mastech Digital as its attorney-in-fact with full right and
authority to execute and deliver such documents, which appointment shall be deemed a power coupled
with an interest and shall be irrevocable. These obligations shall survive any termination of this
Agreement and shall be binding upon Subcontractor’s successors, assigns, executives, administrators
and other legal representatives.
12. CONFIDENTIALITY
In connection with performance of the Services contemplated by this Agreement, Subcontractor might
have access to confidential or proprietary technical or business information of Mastech Digital and
Client that is not generally known and is of considerable importance to Mastech Digital and Client,
including, but not limited to, trade secrets, financial information, customer lists and marketing and
business plans and strategies (collectively referred to herein as “Confidential Information”); provided,
however, Confidential Information shall not include any information Subcontractor can establish was in
the public domain at or subsequent to the time it was communicated to it, through no fault of
Subcontractor. All Confidential Information shall be and remain the property of Mastech Digital and
Client, respectively, under this Agreement. Subcontractor shall not, directly or indirectly, disclose
Confidential Information to any third party, and Subcontractor shall use such Confidential Information
only in the performance of Services under this Agreement for the benefit of Mastech Digital and Client.
Upon completion or termination of this Agreement, or sooner if requested by Client or Mastech Digital,
Subcontractor shall return all such Confidential Information to its owner or make such other disposition
thereof as directed. Subcontractor shall inform its Company Workers of their obligations under this
Section. Any breach of this Section by Subcontractor may be enforced by means of equitable relief
(including, but not limited to, injunctive relief) in addition to any other rights and remedies that may be
available. The provisions of this Section shall survive any termination of this Agreement and shall be
binding upon Subcontractor’s successors, assigns, executives, administrators and other legal
representatives.
13. LIMITATION OF LIABILITY; INDEMNIFICATION
Subcontractor agrees to indemnify, defend and hold harmless Mastech Digital and any of its members,
directors, officers, employees or agents ("Indemnified Parties") from and against any and all claims,
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liabilities, losses, expenses (including legal fees and costs), fines, penalties, taxes or damages
(collectively "Liabilities") arising out of or in any way connected with: (1) a third party claim against an
Indemnified Party for (i) personal injury or property damage to the extent such liabilities arise out of or
result from the negligence or willful misconduct of Subcontractor or Subcontractor’s Company Worker
in providing Services; or (ii) the representations and warranties made by Subcontractor or
Subcontractor’s Company Worker, or their breach; and (2) a claim by Client or End User against any
Indemnified Party to the extent that it arises out of or results from the Subcontractor or Company
Worker’s providing Services (collectively “Indemnified Claims”). Mastech Digital shall promptly notify
Subcontractor of any Indemnified Claims, and Subcontractor shall conduct the defense of any
Indemnified Claim at Subcontractor's sole expense. Mastech Digital shall cooperate with Subcontractor
and shall have the option to control the defense and settlement of an Indemnified Claim. The foregoing
indemnification shall survive any termination of this Agreement and shall be binding upon
Subcontractor’s successors, assigns, executives, administrators and other legal representatives.
14. INSURANCE
During the term of this Agreement, Subcontractor shall obtain and maintain, at its sole cost and expense,
insurance coverage as described: Commercial General Liability insurance in an amount of $1,000,000.00;
or Errors and Omissions insurance in an amount of $1,000,000.00 or such amounts and forms of coverage
as may be specified by Mastech Digital or its Client. Such insurance shall be primary in satisfying any
obligations under this Agreement. Subcontractor agrees that its liability hereunder shall not be limited by
the amounts of any insurance coverage which may apply. Subcontractor shall provide Mastech Digital
with proof of such insurance coverage prior to the inception of Services.
15. COMPLIANCE
15.1 Subcontractor agrees that, prior to providing any Services hereunder (or in the case where
Subcontractor is already providing Services, within ten (10) days), Subcontractor will execute a Statement
of Work, attached as Attachment A. Subcontractor will cause its Company Worker to execute Attachment
B which acknowledges the Company Worker’s consent and agreement to abide and be bound by the
provisions of this Agreement and the Prime Contract (see next paragraph). Subcontractor shall provide
Mastech Digital with the signed forms prior to commencing work, or, if Subcontractor’s Company Worker
is already providing services, within one week after having been provided such forms by Mastech Digital.
Subcontractor shall execute and deliver any extension or other agreement relating to the provision of
Services hereunder as reasonably requested by Mastech Digital within ten (10) days or such other specified
timeframe. In the event that Subcontractor fails to return any requested document within the specified
timeframe, Mastech Digital reserves the right and shall, at its option, withhold any amounts due
hereunder until it receives such executed document.
15.2 The Prime Contract requires that Mastech Digital's Subcontractor and its Company
Workers shall comply with the terms of the Prime Contract. Therefore, Subcontractor agrees to perform
the Services in accordance with the Prime Contract, a copy of which will be provided to Subcontractor
upon its request. From time to time, Client may issue amendments to the Prime Contract, to which
Subcontractor will also be bound. In the event that a writing is issued to Subcontractor by Mastech
Digital as the result of such an amendment, Subcontractor acknowledges that it is obligated to execute
and return all amendments within the timeframe specified by Mastech Digital or to advise Mastech
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Digital within such timeframe that it is unwilling to do so. The obligation set forth in the preceding
sentence is a material obligation of this Agreement. Subcontractor's failure to comply with this
obligation shall be deemed a material breach of this Agreement and Mastech Digital may, at its sole
option, delay payments owed pursuant to this Agreement until Subcontractor agrees to comply with the
terms of the Prime Contract, and/or Mastech Digital may terminate this Agreement and all work orders
hereunder immediately, upon written notice to Subcontractor.
16. INDEPENDENT CONTRACTOR
Subcontractor has been retained by Mastech Digital only for the purposes and to the extent set forth in
this Agreement, and that Subcontractor’s relation to Mastech Digital shall be that of an independent
third party contractor. Subcontractor and its Company Workers shall not be employees of Mastech
Digital or Client, nor shall Subcontractor and its Company Workers be entitled to participate in any
plans, arrangements, or distributions by Mastech Digital, Client or any entity affiliated with them,
relating to any pension, deferred compensation, bonus, hospitalization, insurance, or other benefits
extended by Mastech Digital, Client or any affiliated entity, to their employees.
17. AUDIT
17.1 Subcontractor will provide to Mastech Digital all reasonable access and cooperation to
enable Mastech Digital to inspect the Services performed by Subcontractor and its Personnel.
17.2 Mastech Digital has the right, upon ten (10) days written notice, to audit any documents in
any form that are produced in connection with this Agreement or the Services. Such documents shall
include, but shall not be limited to, records that document the rate that Subcontractor pays its Personnel,
regardless of whether the Personnel are Subcontractor’s employees or not. If, in Mastech Digital’s
reasonable discretion, any audit cannot be performed by electronic mail, then such audit shall be
performed at Subcontractor’s primary place of business, at Mastech Digital’s expense.
18. NOTICES
Any notice required by this Agreement, or given in connection with it, shall be in writing and shall be
given to the appropriate party, at the address(es) below, by certified mail, postage prepaid or a
reputable overnight delivery service. Notices hereunder will be deemed given when actually delivered
or refused, as reflected in the courier's delivery records. Either party may change its address(es) below
by giving notice of the change in accordance with this Section.
If to Mastech Digital: Mastech Digital Technologies, Inc.

1305 Cherrington Pkwy. Bldg. 210 Ste. 400
Moon Township, PA 15108
Attention: Legal Department
If to Subcontractor: XXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXX
Attention: Legal Department
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19. MUTUAL DRAFTING AND GOOD FAITH
This Agreement shall be construed and interpreted as the mutual form of Mastech Digital and
Subcontractor. Mastech Digital and Subcontractor agree to act in good faith towards one another with
respect to all matters covered by this Agreement.
20. ASSIGNMENT
Subcontractor shall not assign this Agreement or any services or work without the prior written consent
of Mastech Digital. This Agreement is binding upon and also inures to the benefit of the parties and
their respective successors and assigns.
21. SEVERABILITY
If any provision of this Agreement is partially or completely unenforceable under applicable law, then
such provision shall be deemed amended to the extent necessary to make it enforceable, if possible. If
not possible, then such provision shall be deemed deleted. If any provision is so deleted, then the
remaining provisions shall remain in full force and effect.
22. NON-WAIVER
The waiver by either party of a breach or default in any of the provisions of this Agreement by the other
party shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor
shall any delay or omission on the part of either party to exercise or avail itself of any right, power or
privilege that it has, or may have, operate as a waiver of any breach or default by the other party.
23. ENTIRE AGREEMENT
This Agreement (including all applicable Statements of Work, and the Attachments hereto) constitutes
the entire agreement between the parties with respect to the subject matter hereof and supersedes all
prior agreements between the parties, whether written or oral, relating to such subject matter. No
modifications, amendments or supplements to this Agreement (with the exception of the Prime
Contract) shall be effective for any purpose unless in writing and signed by both parties hereto, and no
modifications, amendments or supplements to any Statement of Work shall be effective for any purpose
unless in writing and signed by Subcontractor and Mastech Digital. In the event of any inconsistencies
between this Agreement and a Statement of Work, this Agreement shall govern, unless otherwise
specified in such Statement of Work.
24. GOVERNING LAW AND VENUE
This Agreement and any disputes arising out of or in connection with this Agreement (whether arising
from the Agreement itself or arising from alleged extra-contractual matters occurring prior to, during or
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subsequent to the Agreement, including, without limitation, fraud, misrepresentation, negligence, or
any other alleged tort or violation of the Agreement) shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania, without regard to conflict of law rules that would
direct application of the laws of another jurisdiction, regardless of the legal theory upon which such
matter is based.
Mastech Digital shall be entitled to seek injunctive relief, as well as monetary damages, for any violation of
the terms of this Agreement by Subcontractor or its Company Workers. Exclusive jurisdiction and venue
shall be proper in any proceeding to enforce rights filed in any court located within the Commonwealth of
Pennsylvania.
No action, regardless of form, arising out of or relating to and Services provided under this Agreement may
be brought by Subcontractor more than one (1) year after the cause of action arises.
25. WAIVER OF JURY TRIAL
THE PARTIES HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR
RELATING TO THIS AGREEMENT, INCLUDING ANY STATEMENT OF WORK.
IN WITNESS WHEREOF, Subcontractor and Mastech Digital have executed this Agreement effective as of
the Effective Date.
XXXXXXXXXXXXXXX Mastech Digital Technologies, Inc.
By: _________________________ By: _______________________________

Signature Signature
_________________________ ________Jenna Ford Lacey_________
Printed Name Printed Name
__________________________ _______ General Counsel__________
Title Title
___ _______________________ ___________ ___________________
Date Date
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Attachment A
Statement of Work to Subcontractor Agreement
Pursuant to that certain Subcontractor Agreement (“Agreement”), effective XXXXXXX, by and between
Mastech Digital Technologies, Inc. (“Mastech Digital”) and _________, (“Subcontractor”), for the purposes
of providing Services to ____________ , Mastech Digital’s Client, Subcontractor is providing to Mastech
Digital one (1) Company Worker as identified below.
Start Date: XXXXX
Company Worker Name: XXXXXXX (“Company Worker”)
Rate: $XX /hr
Expenses (if applicable): XX
Client: XXXXXXXXXXXX
End Client: XXXXXXXXXXXXXX
Location: XXXXX, XX
Estimated Duration: XXXXXXXX
Dress: Business Attire
Payment Terms: ____ Net 30 Payment Terms

____ Net 15 with 1% discount
Work authorization type: US Citizen, GC, Visa type and expiration date
FLSA Classification: exempt/non-exempt
Payroll Type-benefited/non benefited or C2C
Position Responsibilities: Subcontractor Company Worker will perform the duties of a/an XXXXXXX with
responsibilities to include but not limited to;
Client-Specific Policies (Attachments):
The parties have executed this Attachment A with the express intent to be legally bound hereby.
Mastech Digital Technologies, Inc. (“Subcontractor”)
By: _______________________________ By: _______________________

Jenna Ford Lacey (print or type name)
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Attachment B
COMPANY WORKER’S ACKNOWLEDGMENT
I, ____________________________, currently residing at _______________________________,
acknowledge that I have read the following terms and conditions, which are part of a Subcontractor Agreement
(“Agreement”) between Mastech Digital Technologies, Inc. (“Mastech Digital”) and XXXXXXXXXX. (“Subcontractor”), that I
fully understand those provisions, and that I agree to be fully bound by the provisions of the Agreement (including any
amendments thereto) relating to Personnel, as that term is defined therein.
It is acknowledged that Subcontractor and Company Worker will acquire confidential and proprietary information
(collectively, “Confidential Matter”) concerning Mastech Digital and its Clients and their dealings and methods with respect
to their Clients, Employees and Personnel. Subcontractor and Company Worker shall not directly or indirectly use or
disclose any Confidential Matter except for the sole benefit and with the consent of Mastech Digital and its Clients. Upon
the conclusion of the providing of Services hereunder, Subcontractor and Company Worker shall promptly return to
Mastech Digital all documents and information (including computer-generated or -stored matters) concerning Mastech
Digital, its Clients, and its Personnel, and all Services hereunder. The obligations of this paragraph shall survive the
termination of the providing of Services hereunder, and Subcontractor has advised Company Worker of his/her obligations
hereunder. While Subcontractor provides Services hereunder and continuing until one (1) year following the last date on
which Subcontractor provides Services hereunder, Subcontractor and Company Worker agree: not to directly or indirectly
solicit business of or from, or seek or accept employment with, Mastech Digital’s Clients at or for the sites, operations or
projects concerning which Subcontractor provides or provided Services hereunder; and also not to directly or indirectly
solicit the employment or retention of any of Mastech Digital’s Personnel wherever located or of any Personnel or third
party providing services to or for the benefit of Mastech Digital or its Clients at the sites, operations or projects concerning
which Subcontractor provided Services hereunder. Until one (1) year following the last date on which a Company Worker
provides services hereunder, Mastech Digital agrees not to directly or indirectly employ such Company Worker.
Subcontractor agrees that, prior to providing any Services to Mastech Digital’s Clients hereunder (or in the case where
Subcontractor is already providing Services to Mastech Digital’s clients, within ten (10) days of the date hereof),
Subcontractor will cause each Company Worker to execute a copy of the Acknowledgment (Attachment B). Subcontractor
further agrees to provide Mastech Digital with a copy of the executed Acknowledgment for each Company Worker within
three (3) days after its execution.
I make this Acknowledgment in consideration of those matters set forth in the Subcontractor Agreement and Attachment
A, and for other good and valuable consideration, the receipt of which by me is hereby acknowledged, and with the intent
to be legally bound hereby.
Agreed to and acknowledged by the undersigned, this _____ day of ____________________, 2021.
_________________________________
Signature
_________________________________
Printed Name
13

SUBCONTRACTOR AGREEMENT UPDATED - Sample MSA

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SUBCONTRACTOR AGREEMENT UPDATED - Sample MSA

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SUBCONTRACTOR AGREEMENT

2. RETENTION AND REMOVAL OF COMPANY WORKERS

3. TERM AND TERMINATION

4. INVOICES AND EXPENSES

4.3 Subcontractor’s Company Worker is required to submit a timesheet into Mastech

5. EARLY PAY OPTION

6. PRIME CONTRACT REQUIREMENTS AND SERVICE FEES

Annual Salary / 2080 hours per year = Hourly.

Subcontractor is required to disclose the following information to Mastech Digital prior to

7. WARRANTIES AND REPRESENTATIONS

9. NON-SOLICITATION AND NON-COMPETE

10. COMPLIANCE WITH LAWS AND REGULATIONS

11. INTELLECTUAL PROPERTY

13. LIMITATION OF LIABILITY; INDEMNIFICATION

16. INDEPENDENT CONTRACTOR

If to Mastech Digital: Mastech Digital Technologies, Inc.

23. ENTIRE AGREEMENT

24. GOVERNING LAW AND VENUE

25. WAIVER OF JURY TRIAL

XXXXXXXXXXXXXXX Mastech Digital Technologies, Inc.

By: _________________________ By: _______________________________

_________________________ ________Jenna Ford Lacey_________

Printed Name Printed Name

__________________________ _______ General Counsel__________

___ _______________________ ___________ ___________________

Start Date: XXXXX

Company Worker Name: XXXXXXX (“Company Worker”)

Rate: $XX /hr

Expenses (if applicable): XX

End Client: XXXXXXXXXXXXXX

Estimated Duration: XXXXXXXX

Dress: Business Attire

Payment Terms: ____ Net 30 Payment Terms

Client-Specific Policies (Attachments):

Mastech Digital Technologies, Inc. (“Subcontractor”)

By: _______________________________ By: _______________________

I, ____________________________, currently residing at _______________________________,

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By: _ By: _______

_________________ Jenna Ford Lacey_

______________________ _ General Counsel________

_ _______________ _ _______________

By: _________ By: _

I, , currently residing at ___,