Jurisdiction(s):
United Kingdom

Key definition

Contractor definition

What does Contractor mean? In construction and engineering projects, a contractor is the business or individual engaged by the employer or client to carry out the works under a construction contract. In standard forms (JCT, NEC, FIDIC), “Contractor” denotes the main contracting party responsible for delivering the works, whether by its own workforce or through subcontractors. Depending on procurement route, the contractor may have build-only obligations or combined design and build/EPC responsibilities. Key legal features include duties to provide materials and workmanship, comply with law and site safety requirements, programme and coordinate the works, maintain insurances and performance security, manage subcontractors, achieve practical/substantial completion,...

Subcontracting in Major Technology Services: Aligning Prime and Subcontracts - Due Diligence, Flow Down Obligations, Approval Rights, Data Protection and Charges

Published by a LexisNexis TMT expert

Practice notes

The prime/subcontractor model

To deliver a comprehensive IT portfolio to their clients, technology providers may engage additional specialist suppliers to bolster what they can supply. In such cases, the main provider is commonly called the prime contractor, while any third parties it appoints to perform elements of the contracted services are described as subcontractors. Under this model, the prime contractor remains contractually, financially and operationally responsible for delivering the services under its agreement with the customer (the prime contract), whether delivery is by itself or through a subcontractor. Accordingly, if a subcontractor’s act or omission causes a breach and loss ensues, the customer may (subject to the contract) pursue the prime contractor for the resulting damages arising from that default. For this reason, primes frequently seek to include a risk premium on top of the overhead and profit margin they apply to the subcontractor’s fees.

Choosing a subcontractor

Before selecting a subcontractor, note that the prime contractor still bears contractual, financial and operational responsibility under the prime contract, even when work is carried out by that subcontractor, and may therefore include overhead, profit margin and a risk premium in its pricing to the customer in light of that continuing exposure...

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Lee Rubin

Pillsbury Winthrop Shaw Pittman LLP

Lee Rubin is a Partner in the Global Sourcing and Technology Transactions team at Pillsbury Winthrop Shaw Pittman LLP. He advises on a range of commercial transactions primarily technology and complex outsourcing arrangements. He regularly advises on high value sourcing deals, whether IT or business process outsourcing, providing strategic and practical advice. He acts for both suppliers and users, works closely with clients in the financial services sector, and has spent time on secondment to a major international bank working on its regulated outsourcing arrangements. He also has extensive experience advising on software development projects, and on cloud and 'as a service' arrangements, including on related data handling and privacy issues....

Web page updated on 22/05/2026

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