Sub Contract Agreement for Project Outsourcing

Dear Sir/Madam,

We are software development firm .There are some projects we are thinking of outsourcing it for the subcontract.what all things or steps should be taken for the subcontract agreement.

Can any one of you help me out with the sample of the sub contract agreement.We will also like to add the scope of the project and then the deadlines.In case of the missing of the deadlines which or what penalty can be kept for the same.

Also how we can get that the subcontractor doesn't directly get the projects from our client.

thanks in advance to all..Waiting for an early response.

Thanks

Rekha Roy