Subcontractor Agreement

This Subcontractor Agreement (“Agreement”) is made and entered into on this ___ day of ________________ 20___.

Skunkworks Academy and the Subcontractor are collectively referred to as the “Parties”.

1. Background

Skunkworks Academy is engaged in the business of providing training, mentoring, consulting, technology, education, learning, academy, enablement, and related professional services.

Skunkworks Academy wishes to engage the Subcontractor to perform certain services from time to time under this Agreement and any applicable task order, statement of work, schedule, purchase order, or written instruction issued under this Agreement.

The Subcontractor wishes to provide those services as an independent contractor and not as an employee of Skunkworks Academy.

2. Definitions

In this Agreement, unless the context requires otherwise:

1. “Client” means any client, customer, learner, student, partner, vendor, sponsor, or third party for whom or with whom Skunkworks Academy provides services.
2. “Confidential Information” means all non-public information relating to Skunkworks Academy, its Clients, partners, suppliers, learners, business, operations, systems, materials, pricing, finances, courseware, methodologies, proposals, data, trade secrets, and intellectual property.
3. “Services” means the training, mentoring, consulting, delivery, facilitation, assessment, development, technical, administrative, or related services to be performed by the Subcontractor under this Agreement or any Task Order.
4. “Task Order” means a written document, email confirmation, purchase order, statement of work, booking, schedule, or other written instruction issued or approved by Skunkworks Academy setting out the specific Services required.
5. “Work Product” means all deliverables, notes, materials, documents, reports, training outputs, recordings, assessments, software, scripts, course content, inventions, improvements, or other work created by the Subcontractor for Skunkworks Academy or its Client.

3. Appointment and Services

1. Skunkworks Academy appoints the Subcontractor to perform the Services described in any Task Order issued and accepted under this Agreement.
2. The Subcontractor shall perform the Services professionally, diligently, competently, and in accordance with this Agreement, the applicable Task Order, Skunkworks Academy’s reasonable instructions, and any Client requirements.
3. Training, mentoring, or consulting services shall be delivered according to the course outlines, learning objectives, schedules, delivery methods, and materials provided or approved by Skunkworks Academy.
4. Services may be performed at:
   1. Skunkworks Academy’s premises;
   2. a Client’s site;
   3. a partner or training facility;
   4. remotely or online from a suitable professional environment; or
   5. any other location identified in a Task Order.
5. The Subcontractor shall not perform additional work, change the scope, change the delivery format, or incur additional costs unless approved in writing by Skunkworks Academy.

4. Task Orders

1. Each Task Order shall set out the relevant Services, dates, location, delivery format, fees, expenses, Client requirements, materials, milestones, and any special conditions.
2. A Task Order may be accepted by signature, email confirmation, written acceptance, or commencement of the Services.
3. If there is a conflict between this Agreement and a Task Order, this Agreement shall prevail unless the Task Order expressly states that it overrides a specific clause of this Agreement.
4. Skunkworks Academy is not obliged to issue any minimum number of Task Orders or guarantee any minimum volume of work to the Subcontractor.

5. Delivery Standards

1. The Subcontractor shall ensure that all training, mentoring, consulting, and related engagements start and end on time and are delivered according to the applicable Task Order.
2. For in-person engagements, the Subcontractor shall arrive at least ___ minutes before the scheduled start time, unless a different period is specified in the Task Order.
3. For online engagements, the Subcontractor shall be online, technically prepared, and available at least ___ minutes before the scheduled start time.
4. The Subcontractor shall be fully acquainted with the relevant courseware, slides, labs, exercises, tools, platforms, connectivity requirements, and Client expectations before delivery.
5. The Subcontractor shall administer attendance records, daily evaluations, final evaluations, assessments, reports, or other administrative items where required by Skunkworks Academy.
6. For engagements lasting more than ___ weeks, Skunkworks Academy may require weekly status reports or progress updates.
7. The Subcontractor shall comply with Skunkworks Academy’s policies, procedures, instructor guidelines, security instructions, platform rules, and Client site rules provided from time to time.

6. Compensation and Invoicing

1. Skunkworks Academy shall pay the Subcontractor the fees specified in the applicable Task Order or rate schedule.
2. Unless otherwise stated in a Task Order, the Subcontractor shall invoice Skunkworks Academy only after completion and acceptance of the relevant Services.
3. Payment shall be made within ___ days after receipt of a valid tax invoice and all required supporting documents.
4. All fees are inclusive of all taxes, duties, levies, and charges unless the Task Order states otherwise.
5. The Subcontractor is solely responsible for its own income tax, VAT, employee-related taxes, statutory contributions, insurance, and business expenses, except where expressly agreed in writing.
6. Skunkworks Academy may withhold or set off payment where Services are incomplete, defective, late, disputed, or not delivered in accordance with this Agreement or the applicable Task Order.

7. Expenses

1. The Subcontractor shall not incur travel, accommodation, subsistence, materials, platform, or other expenses for Skunkworks Academy’s account unless approved in writing in advance.
2. Approved expenses must be reasonable, properly documented, and submitted with valid receipts or supporting documentation.
3. Expenses shall be reimbursed only where permitted by the applicable Task Order or expense schedule.
4. Non-refundable travel or accommodation costs shall be reimbursed only if they were pre-approved in writing and are not recoverable by the Subcontractor using reasonable efforts.

8. Class Cancellation and Rescheduling

1. If Skunkworks Academy or its Client reschedules or cancels a public training engagement fourteen (14) or more calendar days before the scheduled start date, Skunkworks Academy shall use reasonable efforts to reassign the Subcontractor to the rescheduled engagement, but no cancellation fee shall be payable unless expressly stated in the Task Order.
2. If Skunkworks Academy or its Client cancels a confirmed public training engagement between six (6) and thirteen (13) calendar days before the scheduled start date, the Subcontractor may be paid up to fifty percent (50%) of the agreed delivery fee, plus approved non-refundable expenses.
3. If Skunkworks Academy or its Client cancels a confirmed public training engagement between one (1) and five (5) calendar days before the scheduled start date, the Subcontractor may be paid up to seventy-five percent (75%) of the agreed delivery fee, plus approved non-refundable expenses.
4. Private, bespoke, or Client-specific engagements shall follow the cancellation terms stated in the relevant Task Order or Client arrangement.
5. If the Subcontractor cancels or becomes unavailable, the Subcontractor shall immediately notify Skunkworks Academy and, where possible, assist in identifying a suitable replacement acceptable to Skunkworks Academy.
6. If the Subcontractor cancels without reasonable cause or fails to perform after accepting a Task Order, the Subcontractor shall be liable for reasonable losses, additional costs, replacement costs, Client penalties, or damages caused by that failure.

9. Work Product

1. Unless otherwise agreed in writing, all Work Product created specifically for Skunkworks Academy or its Client shall belong exclusively to Skunkworks Academy or the relevant Client.
2. The Subcontractor hereby assigns to Skunkworks Academy all rights, title, and interest in such Work Product, including copyright, improvements, inventions, methodologies, documents, training outputs, and related materials, to the fullest extent permitted by law.
3. The Subcontractor shall sign any documents reasonably required to confirm or perfect ownership or assignment of the Work Product.
4. The Subcontractor retains ownership of pre-existing materials that it owned before the relevant Task Order, provided those materials are clearly identified in writing before use.
5. To the extent pre-existing materials are incorporated into any Work Product, the Subcontractor grants Skunkworks Academy and its Client a perpetual, worldwide, royalty-free licence to use, reproduce, adapt, deliver, and distribute those materials as necessary for the purpose of the engagement.

10. Courseware, Training Materials and Systems

1. All courseware, slides, labs, assessments, manuals, software, systems, credentials, platforms, data, and training materials provided by Skunkworks Academy, its partners, or its Clients remain the property of Skunkworks Academy, its partners, or its Clients.
2. The Subcontractor shall not copy, revise, sell, license, disclose, distribute, upload, train models on, or commercially exploit those materials without prior written permission.
3. The Subcontractor shall use such materials only for the approved Services and only during the relevant engagement.
4. Upon request or termination, the Subcontractor shall return or permanently delete all such materials and certify deletion if requested.

11. Subcontractor Materials and Course Outlines

1. If Skunkworks Academy licenses or approves the use of the Subcontractor’s own materials, the scope of use, ownership, licence terms, and fees shall be set out in the applicable Task Order.
2. The Subcontractor grants Skunkworks Academy permission to use relevant course descriptions, biographies, outlines, summaries, and credentials for marketing, scheduling, Client approval, and catalogue purposes, unless otherwise agreed in writing.
3. The Subcontractor shall promptly notify Skunkworks Academy of any changes, inaccuracies, outdated information, or required updates to its course outlines, biographies, certifications, or materials.

12. Confidentiality

1. The Subcontractor shall keep all Confidential Information strictly confidential and shall not disclose, use, copy, publish, or exploit it except as necessary to perform the Services.
2. Confidential Information includes Client identities, prospective Client details, pricing, proposals, contracts, financial information, strategies, budgets, systems, courseware, software, data, business plans, learner information, partner information, and all materials described in this Agreement.
3. The Subcontractor shall restrict access to Confidential Information to persons who have a legitimate need to know and are bound by confidentiality obligations no less protective than this Agreement.
4. The Subcontractor shall not use Confidential Information to compete with Skunkworks Academy, approach Clients, develop competing materials, or benefit any third party.
5. These confidentiality obligations survive termination of this Agreement for ___ years, or for as long as the information remains confidential by nature, whichever is longer.

13. Data Protection and POPIA

1. Where the Subcontractor processes personal information on behalf of Skunkworks Academy or its Client, the Subcontractor shall process such information only on documented instructions from Skunkworks Academy or as required for proper performance of the Services.
2. The Subcontractor shall treat all personal information as confidential and shall not disclose it unless authorised by Skunkworks Academy or required by law.
3. The Subcontractor shall maintain appropriate, reasonable technical and organisational safeguards to protect personal information from loss, damage, unauthorised destruction, unlawful access, and unlawful processing.
4. The Subcontractor shall immediately notify Skunkworks Academy if it knows or reasonably suspects that personal information has been accessed, acquired, disclosed, lost, or compromised by an unauthorised person.
5. The Subcontractor shall not transfer personal information outside South Africa, appoint a sub-processor, or share personal information with any third party without prior written approval.
6. The Subcontractor shall assist Skunkworks Academy with reasonable requests relating to data subject requests, security incidents, audits, deletion, return of data, and POPIA compliance.

14. Non-Solicitation of Clients

1. During this Agreement and for twelve (12) months after termination, the Subcontractor shall not directly or indirectly solicit, approach, perform services for, offer services to, contract with, or provide services to any Skunkworks Academy Client introduced to the Subcontractor through Skunkworks Academy, except with Skunkworks Academy’s prior written consent.
2. This restriction applies to Clients, prospective Clients, partners, vendors, sponsors, learners, or opportunities disclosed through meetings, calls, proposals, RFPs, training engagements, referrals, or other Skunkworks Academy sources.
3. If a Client approaches the Subcontractor directly regarding additional or new services related to Skunkworks Academy’s business, the Subcontractor shall promptly notify Skunkworks Academy.
4. This clause does not prevent the Subcontractor from continuing a demonstrable pre-existing independent relationship with a Client, provided the Subcontractor can evidence that relationship and does not use Skunkworks Academy’s Confidential Information.

15. Remedies

The Subcontractor acknowledges that breach of the confidentiality, intellectual property, data protection, or non-solicitation provisions may cause irreparable harm to Skunkworks Academy and its Clients. Skunkworks Academy may seek urgent interdictory, injunctive, equitable, or other appropriate relief, in addition to damages and any other remedies available under law.

16. Term and Termination

1. This Agreement commences on the signature date and continues until terminated in accordance with this clause.
2. Either Party may terminate this Agreement for convenience by giving sixty (60) days’ written notice to the other Party.
3. Termination for convenience shall not automatically terminate an active Task Order unless the Parties agree otherwise in writing or the Task Order permits cancellation.
4. Skunkworks Academy may terminate this Agreement or any Task Order on written notice if the Subcontractor materially breaches this Agreement and fails to remedy the breach within thirty (30) days after receiving written notice.
5. Skunkworks Academy may terminate immediately if the Subcontractor breaches confidentiality, data protection, intellectual property, non-solicitation, Client safety, fraud, misconduct, or professional standards obligations.
6. Clauses relating to payment, confidentiality, data protection, intellectual property, non-solicitation, indemnity, remedies, return of materials, governing law, and dispute resolution survive termination.

17. Return of Materials

Upon request, completion of Services, or termination of this Agreement, the Subcontractor shall immediately return or permanently delete all Skunkworks Academy and Client property, including policies, manuals, newsletters, slides, labs, files, records, passwords, data, access credentials, documents, software, notes, and copies. Skunkworks Academy may require written confirmation of return or deletion.

18. Assignment and Use of Third Parties

1. The Subcontractor may not assign this Agreement or any Task Order without Skunkworks Academy’s prior written consent.
2. The Subcontractor may not use employees, contractors, substitutes, assistants, or third parties to perform the Services without Skunkworks Academy’s prior written approval.
3. Skunkworks Academy may assign or transfer this Agreement to an affiliate, successor, purchaser, Client, or related entity on written notice to the Subcontractor.

19. Independent Contractor Relationship

1. The Subcontractor is an independent contractor and is not an employee, agent, partner, joint venture partner, or representative of Skunkworks Academy.
2. Nothing in this Agreement gives the Subcontractor authority to bind Skunkworks Academy, make representations on its behalf, incur obligations, or sign documents for it.
3. The Subcontractor is responsible for its own tax, VAT, statutory registrations, licences, insurance, equipment, tools, employees, contractors, and business costs.
4. The Subcontractor is not entitled to employment benefits, leave, overtime, pension, medical aid, bonuses, severance, or other benefits from Skunkworks Academy.
5. The Subcontractor shall perform the Services using its own skill, judgement, and business resources, subject to the agreed deliverables, standards, Client requirements, and Task Order terms.

20. Indemnity

1. The Subcontractor indemnifies and holds Skunkworks Academy, its directors, officers, employees, Clients, partners, and affiliates harmless from claims, losses, damages, costs, penalties, expenses, and reasonable legal fees arising from:
   1. the Subcontractor’s breach of this Agreement or any Task Order;
   2. negligence, wilful misconduct, fraud, or unlawful conduct by the Subcontractor;
   3. infringement of intellectual property rights;
   4. breach of confidentiality or data protection obligations;
   5. employment, tax, wage, injury, or contractor claims by the Subcontractor’s personnel;
   6. failure to comply with applicable laws, Client rules, or professional standards.
2. Skunkworks Academy may recover reasonable replacement costs, Client penalties, lost fees, remediation costs, and other direct losses caused by the Subcontractor’s breach or failure to perform.

21. Insurance

1. The Subcontractor shall maintain appropriate insurance for the nature of the Services, including any insurance required by a Task Order or Client.
2. Unless otherwise agreed, the following minimum cover may be required:

Insurance Type	Minimum Cover
General public liability	R ________________
Professional indemnity / errors and omissions	R ________________
Cyber / data protection cover, where required	R ________________
Workers compensation / employee cover, where applicable	As required by law

The Subcontractor shall provide proof of insurance on request and shall ensure that cover remains valid during the performance of Services.

22. Quality Standards and Warranty

1. The Subcontractor shall deliver high-quality services with a target average learner, student, participant, or Client evaluation rating of at least 4.0 out of 5.0, where evaluations are used.
2. The Subcontractor warrants that it has the qualifications, experience, certifications, resources, and capacity necessary to perform the Services.
3. If a Client refuses to pay Skunkworks Academy because of the Subcontractor’s unsatisfactory, incomplete, negligent, or failed delivery, Skunkworks Academy may withhold payment to the Subcontractor for the affected Services.
4. If Skunkworks Academy receives only partial payment from a Client due to the Subcontractor’s performance failure, payment to the Subcontractor may be prorated accordingly.
5. The Subcontractor shall promptly correct defective work at its own cost where reasonably required.

23. Background Checks and Client Requirements

1. Where required by Skunkworks Academy or a Client, the Subcontractor and any approved personnel may be required to complete onboarding checks, identity verification, criminal record checks, qualification checks, security screening, drug testing, or other reasonable compliance checks.
2. Failure to satisfy required Client or compliance requirements may result in withdrawal of the relevant Task Order without liability to Skunkworks Academy, except for approved Services already properly performed.

24. Notices

All notices under this Agreement must be in writing and delivered by hand, courier, registered mail, or email to the addresses below, or to any updated address notified in writing.

To Skunkworks Academy	To the Subcontractor
Skunkworks Academy (Pty) Ltd 26 Second Avenue Alberton, Gauteng, 1401 South Africa Email: ________________________	Name: ________________________ Address: _____________________ _____________________________ Email: ________________________

25. Entire Agreement

This Agreement, together with any Task Orders and schedules, constitutes the entire agreement between the Parties relating to the Services and supersedes all prior discussions, proposals, agreements, or understandings on the same subject matter.

26. Severability

If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, the remaining provisions shall continue in full force and effect.

27. Headings

Headings are for convenience only and shall not affect the interpretation of this Agreement.

28. Costs and Enforcement

If either Party breaches this Agreement, the non-defaulting Party may recover its reasonable costs and expenses, including reasonable legal fees, incurred in enforcing its rights, to the extent permitted by law and awarded or allowed by a competent court.

29. Waiver

No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. A waiver must be in writing and applies only to the specific instance for which it is given.

30. Governing Law and Jurisdiction

This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa.

The Parties consent to the jurisdiction of the competent courts of the Republic of South Africa for any dispute arising from or relating to this Agreement.

31. Counterparts and Electronic Signature

This Agreement may be signed in counterparts. Signatures exchanged electronically or by scanned copy shall be treated as valid signatures unless applicable law requires otherwise.

Schedule A: Task Order Template

Task Order Number	TO-__________
Client / Project	__________________________________________
Services	Training / mentoring / consulting / facilitation / development / other
Course / Programme / Deliverable	__________________________________________
Dates and Times	__________________________________________
Location / Delivery Format	In-person / remote / hybrid / Client site / other
Materials Provided	Slides, labs, manuals, platforms, credentials, assessments, etc.
Subcontractor Fee	R ________________ per day / hour / engagement
Approved Expenses	__________________________________________
Invoice Timing	On completion / milestone / monthly / other
Special Client Requirements	Security, checks, dress code, reporting, certifications, platform access, etc.
Cancellation Terms	Default Agreement terms apply / special terms below
Additional Terms	__________________________________________

Accepted by Skunkworks Academy: __________________________ Date: __________________

Accepted by Subcontractor: _______________________________ Date: __________________

Schedule B: Expense Policy

1. All expenses must be approved in writing before being incurred.
2. Economy class travel applies unless otherwise approved.
3. Accommodation must be reasonable and appropriate for the engagement location.
4. Meal, transport, parking, and data costs must be supported by receipts.
5. Alcohol, entertainment, personal purchases, fines, penalties, and upgrades are not reimbursable unless approved in writing.
6. Expense claims must be submitted within ___ days after completion of the relevant Services.

Schedule C: Rate Card

Service Type	Rate	Notes
Instructor-led training	R ________ per day	________________________
Remote training	R ________ per day/hour	________________________
Mentoring / coaching	R ________ per hour/day	________________________
Consulting	R ________ per hour/day	________________________
Course development	R ________ per deliverable/hour	________________________