SUBCONTRACTOR AGREEMENT

The Parties:

This Subcontractor Agreement (“Agreement”) is entered into on the [INSERT DATE] between:

Contractor: [INSERT NAME] located at [INSERT ADDRESS] (“Contractor”) and

Subcontractor: [INSERT NAME] located at [INSERT ADDRESS] located at [INSERT ADDRESS]

(“Subcontractor”)

Both Parties agree as follows:

The Client

1. The Subcontractor acknowledges that any work performed under this Agreement must be in
accordance with the latest version agreement(s) (“Prime Contract”) made between the
Contractor and Client as:
2. [CLIENTS NAME] with a mailing address of [MAILING ADDRESS] (“Client”).

Services Provided

3. Subcontractor agrees to complete the following: [SERVICES PROVIDED] (“Services”).

Subcontractor Responsibilities

4. Subcontractor shall be responsible for providing the following when performing their
Services: [CHOOSE ALL THAT APPLY]
a. Labor: Including, but not limited to, employees, subcontractors and any other
individuals or agents.
b. Materials: Including, but not limited to, all supplies and products.
c. Equipment: Including, but not limited to, machinery, accessories, or devices.
d. Travel: Including, but not limited to, ensuring that the above-mentioned
Responsibilities are provided at the Location mentioned in Section V.
e. Other: [OTHER].
5. Subcontractor shall not be responsible for any aforementioned items that are not selected
unless otherwise stated in this Agreement.
Location

6. The primary location for the Services completed by the Subcontractor shall be: [CHOOSE
ONE]
a. [a specific address of: [ADDRESS] (“Location”)]
b. [Determined at a later time by the Contractor (“Location”)]

Commencement Date

7. The Subcontractor shall be permitted to begin the Services on [DATE] (“Commencement

Date”).

Completion

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 8. The Subcontractor will be required, unless otherwise stated under the terms of this
Agreement, to complete the Services: [INSERT ONE]
a. [by the Specific date of [DATE]] OR
b. [In accordance with industry standards] OR
c. [OTHER]

Payment Amount

9. Payment for the Services shall be as follows:

a. [$[AMOUNT] for the Services (“Payment”)] OR
b. [At an hourly rate of $[AMOUNT] per hour (“Payment”) OR
c. [OTHER].
10. If the Subcontractor asserts a claim which involves, in whole or in part, acts or omissions
which are the responsibility of the client, or another person for whom a claim may be
submitted, including but not limited to, claims for failure to pay, an extension of time,
impacts, delay damages, or extra work, the Contractor shall present the Subcontractor’s
claim to the Client or other responsible party provided the Subcontractor presents to
Contractor competent supporting evidence and in sufficient time for the Contractor to do so.
11. The Subcontractor shall cooperate fully with the Contractor in any and all steps the
Contractor takes in connection with prosecuting such a claim and shall hold harmless and
reimburse the Contractor for all expenses, including legal expenses, incurred by the
Contractor which arise out of the Contractor's submission of the Subcontractor's claims to
the Client or other responsible party(‘s).
12. The Subcontractor shall be bound by any adjudication or award in any action or proceeding
resolving such a claim.

Payment Method

13. Payment shall be made by the Contractor to the Subcontractor as follows: [CHOOSE ONE]
a. [Immediately upon completion of the Services to the satisfaction of the Contractor.]
b. [Within [DAYS] business days after completion of the Services to the satisfaction of
the Contractor.] OR
c. [Shall be paid on a weekly OR monthly OR quarterly OR [OTHER] basis. If the
Subcontractor completes the Services to the satisfaction of the Contractor, before
the full amount or balance has been fully paid, any remaining amount shall be
payable immediately.] OR
d. [OTHER].
14. Satisfaction of the completed Services by the Subcontractor shall be completed within a
reasonable time period. “Satisfaction” shall be a determination, in good faith, made by the
Contractor and in accordance with commonly accepted industry standards.
15. If the Contractor, Client, or other responsible party delays in making any payment to the
Contractor, from which payment to Subcontractor is to be made, Contractor and its sureties
shall have a reasonable time to make payment to Subcontractor.
16. “Reasonable time” shall be determined in relation to relevant circumstances but shall in no
event be less time than required for Contractor, Contractor’s sureties, and Subcontractor to
pursue a conclusion to their legal remedies against the Client or other responsible party to
obtain payment, including, but not limited to, mechanics’ lien remedies.

Subcontracting

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 17. The Subcontractor shall have: [INSERT ONE]
a. [Right to Subcontracting: Subcontractor may subcontract, either part or in whole,
the Services authorized under this Agreement. The Subcontractor shall be required
to obtain a written agreement from each subcontractor that is the same or
comparable to the following Sections of this Agreement and to be approved, in
writing, by the Contractor.] OR
b. [No Right to Subcontracting: Subcontractor may not subcontract, either part or in
whole, the Services authorized under this Agreement.]

Assignment

18. Subcontractor [shall OR shall not have] the right to assign any rights under this Agreement
or any part of the Services issued herein. Subject to the foregoing, this Agreement shall be
binding upon the parties’ heirs, executors, successors and assigns.

Insurance

19. The Contractor [shall OR shall not] require the Subcontractor, along with each of its
subcontractors, to have insurance set forth in this Section under the following terms and
conditions before commencing Services:
a. Coverage Types: [CHOOSE ALL THAT APPLY]
i. [General Liability Insurance: Subcontractor shall carry minimum primary
General Liability Insurance for the following amounts:
1. $[AMOUNT] Combined Single Limit: Bodily Injury + Property
Damage;
2. $[AMOUNT] Personal Liability Injury;
3. $[AMOUNT] Aggregate for Products-Completed Operations; and
4. $[AMOUNT] General Aggregate (This shall apply separately to the
Services provided by the Subcontractor).]
b. [Vehicle Liability Insurance: $[AMOUNT] minimum required insurance policy on all
owned, hired, and non-owned vehicles of the Subcontractor for combined single
limit liability for each accident affecting incurring bodily injury and/or property
damage.]
c. [Excess Liability Insurance: $[AMOUNT] minimum required insurance policy for
anything other than General Liability or Automobile coverage.]
d. [Additional Insurance Requirement: Client, Contractor, and any other entity which
the Contractor is required to name as an additional insured under the Prime
Contract shall be named as additional insureds under the General Liability Insurance
required by this Section and any such insurance afforded to the additional insureds
shall apply as primary insurance. Any other insurance maintained by the Client or
Contractor shall be excess insurance and shall not be called upon to contribute to
Subcontractor’s primary or excess insurance carrier’s duty to defend or indemnify
unless required by law. The excess insurance required above shall also afford
additional insured protection to Client and Contractor. This Section shall in no event
be construed to require that additional insured insurance coverage be provided to a
greater extent than permitted under the statutes or public policy governed under
State law.]

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e. Certificates of Insurance: Certificates of insurance, and the required additional
insured and other endorsements, including waivers of subrogation shall be furnished
to Contractor before the performance of any Services.

f. Maintenance/Cancellation of Insurance: There will be no cancellation or reduction

of coverage of any required insurance without thirty (30) days’ written notice to the
Contractor. Such notice may be sent by the Subcontractor’s insurance carrier,
insurance broker, or the Subcontractor.
g. Waiver of Subrogation: Subcontractor waives all rights against Contractor, Client,
other subcontractors, and their agents.

h. Exclusions: The above insurance coverages are operations by or on behalf of the

Subcontractor providing insurance for bodily injury, personal injury, and property
damage for the limits of liability indicated, including but not limited to, coverage for:
i. the premises and operations;
ii. products and completed operations;
iii. contractual liability;
iv. construction means, methods, techniques, sequences, and procedures,
including safety and field supervision. Such coverage shall not be subject to
any of the following limiting or exclusionary endorsements: subsidence or
earth movement, prior acts or work, action over – precluding indemnity for
passive acts of Contractor contributing to injury of a Subcontractor’s
employee, contractual limitation – eliminating cover for assumed liability,
supervisory or inspection service limitation, insured vs insured cross suits,
clauses terminating coverage after a specific period of time, residential or
habitational limitation if the Services include residential or habitational
work, classification limitation voiding coverage for work not specified,
defense inside limits provision, and sub-subcontractor insurance coverage
exclusions for failure to satisfy coverage conditions.
i. Resolution of Disputes: If a dispute arises concerning the provisions of this
Agreement or the performance of any of the parties mentioned, the parties hereby
agree to settle the dispute by equally paying for one of the following: [CHOOSE ONE]
i. Binding Arbitration as regulated under the laws in the State where the
Services are being performed. The parties agree to accept the final decision
made by the Arbitrator.
ii. Non-Binding Arbitration as regulated under the laws in the State where the
Services are being performed. The parties have the right to not accept the
decision of the arbitrator; in such event, the dispute shall be solved by
litigation.
iii. Mediation as regulated under the laws in the State where the Services are
being performed. The parties agree to enter into negotiations, in good faith,
and through a neutral mediator in an attempted to resolve the dispute. If a
resolution to the dispute cannot be made by mediation, the parties agree to
enter into:
1. Binding Arbitration
2. Litigation
iv. If the parties have a dispute, regardless of which of the above are checked,
the Contractor may, before, during, or after any arbitration or mediation,

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 take any steps required by law to preserve or secure any lien on the
property to enforce payment of monies due. Specifically, the Contractor
may record one or more lien certificates in the appropriate Registry of
Deeds and may commence legal action to enforce and preserve any lien as
provided under State law.
v. Completion, as determined under this Section, may be changed if the
Services cannot begin or end due to circumstances beyond the control of
the Contractor, including but not limited to, lack of readiness of the
Location, unavailability of building materials, or any other issues considered
outside the control of the parties in this Agreement.

Termination

20. During the course of this Agreement:

a. No Rights to Terminate: No party has the right to terminate this Agreement unless
mutually agreed upon in writing by Contractor and Subcontractor.
b. Contractor ONLY Has the Option to Terminate: Contractor may, at any time and for
any reason, terminate Subcontractor’s Services hereunder at the Contractor’s
convenience with at least [DAYS] business day(s) notice. In the event of termination
for convenience, Subcontractor shall recover only the actual cost of work completed
to the date of termination, in approved units of work or percentage of completion,
plus [PERCENTAGE]% of the actual cost of the completed work for overhead and
profit.
c. Subcontractor only Has the Option to Terminate: Subcontractor may, at any time
and for any reason, terminate their Services hereunder at the Subcontractor’s
convenience with at least [DAYS] business day(s) written notice to the Contractor. In
the event of termination for convenience, Subcontractor shall recover only the
actual cost of work completed to the date of termination, in approved units of work
or percentage of completion. In such termination, Subcontractor shall not be
entitled to any claim or lien against the Contractor, Owner or anyone else for any
additional compensation or damages.
d. Both Parties Have the Option to Terminate: Contractor or Subcontractor may, at
any time and for any reason, terminate this Agreement for convenience with at least
[DAYS] business day(s) notice. In the event of termination for convenience,
Subcontractor shall recover only the actual cost of work completed to the date of
termination in approved units of work or percentage of completion.

Claims

21. If any claim is made by the Contractor or Subcontractor in connection with a Change Order
or regarding any related issue with this Agreement or the performance of Services and/or
Services to be provided, either party shall have the right to submit written notice of such
claim through certified mail with return receipt. After receipt of a written claim by either
party of this Agreement, the parties shall have [DAYS] business day(s) to correct the claim
prior to seeking a resolution.

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Change Orders

22. Any alteration or deviation from the Services mentioned or any other contractual
specifications that result in a revision of this Agreement shall be executed and attached to
this Agreement as a change order (“Change Order”).

Entire Agreement

23. This Agreement represents the entire agreement between the Contractor and
Subcontractor. This Agreement supersedes any prior written or oral representations.
Subcontractor and its subcontractors, suppliers and/or materialmen are bound to the
Contractor by the prime contract and any contract documents incorporated therein to the
same extent as Contractor is bound to the Client insofar as they related in any way, directly
or indirectly, to the Services provided and covered in this Agreement.

Time

24. Time is of the essence of this Agreement. Subcontractor shall provide the Contractor with
scheduling information in a form acceptable to the Contractor and shall conform to the
Contractor's progress schedules, including any changes made by the Contractor in the
scheduling of Services. Subcontractor shall coordinate its Services with that of all other
contractors, subcontractors, suppliers and/or materialmen so as not to delay or damage
their performance.

Delays

25. Should the Subcontractor delay the Contractor, or any other contractors, subcontractors,
suppliers and/or materialmen on the entire project, Subcontractor will indemnify the
Contractor and hold Contractor harmless for any damages, claims, demands, liens, stop
notices, lawsuits, attorneys' fees, and other costs or liabilities imposed on the Contractor
connected with said delay. Among other remedies for Subcontractor's delay, the Contractor
may supplement the Subcontractor's work and deduct associated costs at Contractor's
election.

Inspection of Services

26. Subcontractor shall make the Services accessible at all reasonable times for inspection by
the Contractor. Subcontractor shall, at the first opportunity, inspect all material and
equipment delivered to the job site by others to be used or incorporated in the
Subcontractor’s Services and give prompt notice of any defect therein. Subcontractor
assumes full responsibility to protect the work done hereunder until final acceptance by the
Contractor or any authorized third (3rd) party.

Labor Relations

27. Subcontractor shall maintain labor policies in conformity with the directions of the
Contractor and under State laws.

Indemnification

28. To the fullest extent permitted by law, Subcontractor shall defend, indemnify and hold
harmless the Client and Contractor along with any of their agents, employees, or individuals
associated with their organization from claims, demands, causes of actions and liabilities of
any kind and nature whatsoever arising out of or in connection with the Subcontractor’s

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 Services or operations performed under this Agreement and causes or alleged to be caused,
in whole or in part, by any act or omission of the Subcontractor or anyone employed directly
or indirectly by Subcontractor or on Subcontractor's account related to Subcontractor's
Services hereunder. This indemnification shall extend to claims occurring after this
Agreement is terminated as well as while it is in force. The indemnity shall apply regardless
of any passively negligent act or omission of the Client or Contractor, or their agents or
employees, but Subcontractor shall not be obligated to indemnify any party for claims
arising from the active negligence, sole negligence, or willful misconduct of Client or
Contractor or their agents or employees or arising solely by the designs provided by such
parties. To the extent that State law limits the defense or indemnity obligations of the
Subcontractor either to Contractor or Client, the intent hereunder is to provide the
maximum defense and indemnity obligations allowed by the Subcontractor under the law.
The indemnity set forth in this Section shall not be limited by any insurance requirement or
any other provision of this Agreement.

Warranty

29. Subcontractor warrants to Client and Contractor that any and all materials and equipment
furnished shall be new unless otherwise specified and that all Services provided under this
Agreement will be performed, at a minimum, in accordance with industry standards. All
work not conforming to these requirements, including substitutions not properly approved
and authorized, may be considered defective. The warranty provided in this Section shall be
in addition to and not in limitation of any other warranty or remedy required by law or by
the Prime Contract.

Required Licenses

30. All parties of this Agreement, including but not limited to, Contractor, Subcontractor, other
sub-contractors, and all parties' direct or indirect employees and agents shall be licensed in
accordance with respective State laws where the individual is performing their trade or
service. All individuals under this agreement shall be regulated by their respective licensing
board which has jurisdiction to investigate complaints made by any third (3rd) parties.

Confidentiality

31. For the purposes of this Agreement, “Confidential Information” shall mean any information
or material that is proprietary to a party or designated as confidential by such party
(“Disclosing Party”) and received by another party (“Receiving Party”) as a result of this
Agreement. Confidential Information may be considered any information that is conceived,
originated, discovered or developed in whole or in part by the Subcontractor in accordance
with providing their Services. Confidential Information does not include
a. information that is or becomes publicly known without restriction and without
breach of this Agreement or that is employed by the trade at or after the time the
Receiving Party first learns of such information;
b. generic information or knowledge which the Receiving Party would have learned in
the course of similar employment or work elsewhere in the trade;
c. information the Receiving Party lawfully receives from a third (3rd) party without
restriction of disclosure and without breach of a nondisclosure obligation;

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 d. information the Receiving Party rightfully knew prior to receiving such information
from the Disclosing Party to the extent such knowledge was not subject to
restrictions of further disclosure; or
e. information the Receiving Party develops independent of any information
originating from the Disclosing Party.
i. Prime Confidential Information: The following shall constitute Confidential
Information of the Contractor and should not be disclosed to third (3rd)
parties: the deliverables, discoveries, ideas, concepts, software [in various
stages of development], designs, drawings, specifications, techniques,
models, data, source code, source files, object code, documentation,
diagrams, flow charts, research, development, processes, procedures,
“know-how”, marketing techniques and materials, marketing and
development plans, customer names and other information related to
customers, price lists, pricing policies and financial information, this
Agreement and the existence of this Agreement, the relationship between
the Contractor and Subcontractor, and any details of the Service under this
Agreement. Subcontractor agrees not to use or reference the Contractor
and/or their names, likenesses, or logos (“Identity”). Subcontractor will not
use or reference Contractor or their Identity, directly or indirectly, in
conjunction with any other third (3rd) parties.
ii. Non-Disclosure: The parties hereby agree that during the term hereof, and
at all times thereafter, and except as specifically permitted herein or in a
separate writing signed by the Disclosing Party, the Receiving Party shall not
use, commercialize or disclose Confidential Information to any person or
entity. Upon termination, or at any time upon the request of the Disclosing
Party, the Receiving Party shall return to the Disclosing Party all Confidential
Information, including all notes, data, reference materials, sketches,
drawings, memorandums, documentation and records which in any way
incorporate Confidential Information.
iii. Right to Disclose: With respect to any information, knowledge, or data
disclosed to the Contractor by the Subcontractor, the Subcontractor
warrants that the Subcontractor has full and unrestricted right to disclose
the same without incurring legal liability to others, and that the Contractor
shall have the full and unrestricted rights to use and publish the same as it
may see fit. Any restrictions on Contractor’s use of information, knowledge,
Notices. All notices under this Agreement shall be in writing and sent to the
address of the recipient specified herein. Any such notice may be delivered
by hand, by overnight courier, certified mail with return receipt, or first class
pre-paid letter, and will be deemed to have been received (1) if delivered by
hand – at the time of delivery; (2) if delivered by overnight courier – 24
hours after the date of delivery to courier with evidence from the courier;
(3) if delivered by certified mail with return receipt – the date as verified on
the return receipt; (4) if delivered by first class mail – three (3) business days
after the date of mailing.

Injunctive Relief

32. Subcontractor acknowledges it would be difficult to fully compensate the Client and/or
Contractor for damages resulting from any breach of this Agreement. Accordingly, in the

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 event of any breach of this Agreement, the Client and/or Contractor shall be entitled to
temporary and/or permanent injunctive relief to enforce such provisions.

Severability

33. If any term, covenant, condition, or provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions
shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

Independent Contractor

34. No term, covenant, condition, or provision of this Agreement shall be considered to create
an employer and employee relationship, a master-servant relationship, or a principal and
agent relationship between Subcontractor and/or any of the Subcontractor's employees and
the Contractor or Client. All parties to this Agreement attest that the relationship between
the Contractor and Subcontractor shall be recognized as the Subcontractor acting as an
independent contractor.

Force Majeure

35. Neither party shall be liable for any failure to perform under this Agreement when such
failure is due to causes beyond that party’s reasonable control, including, but not limited to,
acts of State or governmental authorities, acts of terrorism, natural catastrophe, fire, storm,
flood, earthquakes, accident, and prolonged shortage of energy. In the event of such delay,
any date stated herein shall be extended by a period of time necessary by both Contractor
and Subcontractor. If the delay remains in effect for a period more than thirty (30) days,
Contractor has the right to terminate this Agreement upon written notice to the
Subcontractor.

Governing Law

36. This Agreement shall be governed under the laws in the State of [GOVERNING LAW].

Attachments

37. The Contractor may attach any plans, schematics, drawings, details, or other information to
assist the Subcontractor with the aforementioned Services. Any attachment made shall be
made part of this entire Agreement, or data disclosed by Subcontractor must be made
known to Contractor.

Additional Provisions

38. [ADDITIONAL PROVISIONS]

IN WITNESS WHEREOF, this Agreement was signed by the parties under the hands of their duly
authorized officers and made effective as of the undersigned date.

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Contractor’s Signature __________________________ Date ________________

Print Name ____________________________

Company Name ____________________________

Subcontractor’s Signature __________________________ Date ________________

Print Name ____________________________

Company Name ____________________________

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