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Construction Project Agreement

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CONSTRUCTION PROJECT AGREEMENT

This Construction Project Agreement ("Agreement") is entered into effective as of by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client desires to engage Contractor to perform construction services for the project known as Project Name: located at Project Address: .

WHEREAS, Contractor represents that it is duly licensed, experienced and equipped to perform the work described herein and will perform such work in a professional and workmanlike manner in accordance with industry standards.

1. SCOPE OF WORK

Contractor shall furnish all labor, materials, equipment, tools, supervision and services necessary to complete the work described below and in any referenced drawings, specifications and attachments, collectively the "Work."

2. PAYMENT TERMS

Contract Sum (exclusive of taxes and permit fees): .

Retainage: % of each progress payment until final completion.

Invoicing and Payment: Contractor shall submit applications for payment in the form required by Client. Client shall make payment within days after receipt of an undisputed invoice. Payment of an undisputed invoice not made when due shall accrue interest at the lesser of or the maximum rate permitted by law.

3. TERM AND TERMINATION

Commencement of Work shall begin on or before Start Date: and Contractor shall achieve Substantial Completion by Completion Date: , subject to approved change orders and excusable delays.

Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure the breach within days after written notice. Upon termination for cause, Contractor shall be entitled to payment for Work performed to the date of termination, plus reasonable demobilization costs and approved change orders.

4. CONFIDENTIALITY

Each party shall treat as confidential and shall not disclose to third parties any proprietary or confidential information obtained from the other party in connection with the performance of this Agreement ("Confidential Information"), except where disclosure is required by law or to enforce rights under this Agreement. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; or (c) is rightfully received from a third party without a duty of confidentiality.

5. INSURANCE AND INDEMNITY

Contractor shall maintain, at its expense, insurance customary for projects of this size and scope, including commercial general liability, workers' compensation, and automobile liability. Contractor shall indemnify, defend and hold harmless Client from and against claims, liabilities and expenses arising out of Contractor's negligence or willful misconduct in performance of the Work, except to the extent caused by Client's negligence.

6. WARRANTIES

Contractor warrants that all materials and workmanship furnished under this Agreement shall be free from defects for a period of months from the date of Substantial Completion. Remedies for breach of warranty shall include repair or replacement at Contractor's expense.

7. NOTICES

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Venue for disputes shall be in the courts having jurisdiction in the county where the Project is located, unless the parties agree otherwise in writing.

9. ENTIRE AGREEMENT

This Agreement, including any attachments, exhibits and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have read, understand and agree to be bound by the terms herein, and that each has the authority to execute this Agreement.

Client:

By:

Date:

Contractor:

By:

Date:

Enter text✕

What a Construction Project Agreement Covers

A Construction Project Agreement is a written contract that defines the parties, scope of work, schedule, payment terms, change order procedures, warranties, insurance, and dispute resolution for a building or infrastructure project. It allocates responsibilities among owner, contractor, and subcontractors, sets key milestones and acceptance criteria, and identifies remedies for delay or defective work. The agreement may incorporate drawings, specifications, unit prices, allowance items, and a project schedule. Properly drafted, it reduces ambiguity, helps manage risk, and creates an enforceable basis for claims, payments, and lien rights during project execution.

Why a Clear Agreement Matters for Construction Projects

A well-drafted Construction Project Agreement aligns expectations, limits disputes, and documents payment and change-order procedures to protect project cash flow and timelines.

Why a Clear Agreement Matters for Construction Projects

Who Typically Prepares and Signs This Agreement

Multiple stakeholders use and rely on the Construction Project Agreement at different stages of a project.

Each signer should confirm authority to bind their organization and review insurance, warranty, and lien waiver clauses before execution.

Primary Signer Roles

Owner / Developer

The owner or developer approves budgets and schedules, holds payment obligations, and must ensure the person signing has corporate authority. Owners often require performance bonds, insurance certificates, and lien waiver sequencing to protect project funds.

Contractor / GC

The contractor accepts the scope, commits to completion dates, and manages subcontractors. The signatory should be an officer or authorized representative able to accept indemnity, change-order, and liquidated-damages provisions.

Key Administrative and Compliance Fields

Parties: Legal entity names
Scope: Work description
Schedule: Start and completion dates
Payment: Amounts and milestones
Insurance: Coverage types required
Warranties: Duration and coverage

Common Legal Risks and Consequences

Delayed Completion: Liquidated damages
Nonpayment: Mechanic's lien risk
Scope Dispute: Change-order claims
Defective Work: Remedies and rework
Insurance Gaps: Coverage denial
Unauthorized Signer: Voidable obligations

Frequent Preparation Mistakes to Avoid

  • Vague scope descriptions that omit drawings or specifications, creating room for differing interpretations and downstream claims.
  • Missing or inconsistent payment milestones and retainage percentages, which delay invoicing and increase disputes over progress payments.
  • Neglecting change-order procedures and approval authority, causing work to proceed without documented entitlement to additional time or money.
  • Failing to confirm the signer's authority or to attach required insurance certificates and bond documents at execution time.

How Organizations Use Construction Project Agreements

Real-world examples show how agreements streamline execution and protect project stakeholders across different firm sizes.

Tim Martin, Martin Properties

When we moved to fully online agreements we could execute project contracts faster and with consistent terms.

  • Signing on mobile closed approvals on-site quickly.
  • I can process and execute all of these documents online with 100% compliance and built-in security, whether on mobile or working offline, which keeps projects moving and payments on schedule.

Dan Rotelli, BIS

We required strong compliance and auditability across vendor contracts.

  • Centralized digital records reduced disputes.
  • We felt most comfortable with a vendor that had SOC 2 compliance and a strict focus on ESIGN and UETA act requirements to ensure legally binding signatures and clear audit trails across projects.

Step-by-Step: Completing a Construction Project Agreement

Follow a clear sequence to reduce errors: identify parties, define scope, set schedule, specify payment, and arrange signatures.

  • 01
    Identify Parties: Enter full legal names and contact details.
  • 02
    Define Scope: Attach specifications and drawings referenced in the agreement.
  • 03
    Set Terms: State payment milestones, retainage, and dispute process.
  • 04
    Execute: Confirm authorized signer, notarize if required, collect signatures.

How Signing and Execution Typically Flow

A predictable signing workflow helps ensure signatures are attributable, auditable, and retained for compliance.

  • Prepare: Upload contract and attach exhibits.
  • Place Fields: Add signature, initial, and date fields.
  • Authorize: Set signer order and authentication.
  • Complete: Collect signatures and distribute final copies.

Core Sections Every Professional Construction Project Agreement Should Include

A comprehensive agreement organizes obligations, risk allocation, and administrative processes so parties understand rights and remedies throughout project delivery.

Scope of Work

Precisely describe tasks, deliverables, drawings, and specifications. Attach referenced documents as numbered exhibits and require that any omitted items be clarified through change orders to prevent scope disputes.

Schedule

Include start date, milestone dates, critical-path items, and completion date. Specify procedures for time extensions, notice requirements for delays, and liquidated damages to quantify delay remedies.

Payment Terms

Define contract price, progress-payment schedule, retainage percentage, invoice submission requirements, payment timing, and interest on late payments to protect cash flow and establish clear billing rules.

Change Orders

State the process for pricing and approving changes, including who has authority to authorize extra work, required documentation, and the method for resolving disputed change values.

Risk and Insurance

Allocate risk through indemnity clauses, require certificate of insurance with limits and additional insured status, and specify performance and payment bond requirements where applicable.

Dispute Resolution

Outline negotiation, mediation, arbitration, or court venue selection; identify governing law and any venue limitations to streamline dispute handling if issues arise.

Practical Tips for Accurate and Efficient Completion

Adopt consistent drafting, verification, and electronic workflows to reduce rework and accelerate approval cycles.

Use clear, numbered exhibits
Attach drawings, specs, schedules, and unit price lists as exhibits and reference them by number in the body of the agreement to avoid ambiguity about included work.
Confirm signatory authority in advance
Verify corporate or individual authority to sign, and collect a board resolution or power of attorney for parties that require it to prevent execution defects.
Document change orders consistently
Require written, signed change orders with price and time adjustments before proceeding with changed work; treat verbal approvals as nonbinding unless later confirmed.
Maintain a single source of truth
Store executed contracts, insurance certificates, bonds, and change orders in an auditable repository and preserve timestamps and access logs for dispute or compliance purposes.

Key Dates and Timing Expectations

Track critical dates in the agreement and project schedule to avoid missed notices or payment claims.

Effective Date:

The date the agreement becomes operative; governs warranty and statute timelines.

Notice Deadlines:

Contract must specify days to notify of claims or defects after discovery.

Payment Milestones:

Dates tied to milestones and invoice submission windows for progress payments.

Substantial Completion:

Date when owner can occupy; triggers final payment procedures.

Retention Release:

Date or condition when retained funds are released to the contractor.

Configuring a Digital Signing Workflow

Set up signing order, authentication, reminders, retention, and templates to standardize execution across projects.

Field Configuration
Signer Order Sequential or parallel as required
Authentication Email, SMS code, or KBA
Reminders Auto-send at configurable intervals
Document Retention Export PDF with audit trail

Technical and Integration Considerations

Choose a platform that supports standard file formats and integrates with your project systems.

  • File Formats: PDF, DOCX, and Excel
  • Integrations: Procore, NetSuite, Salesforce
  • Access Controls: SSO and role-based access

Confirm the platform preserves audit trails, supports conditional fields, and exports signed PDFs with authentication metadata for contract records.

Frequently Asked Questions about Construction Project Agreements

Answers to common legal and practical questions about execution, e-signatures, notarization, lien waivers, and revision control.


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Common eSignature Options for Executing Construction Agreements

Comparison of starting price and core features across major eSignature providers; signNow is listed first per platform ordering rules.

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Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
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