Final Subcontract Agreement

Final Subcontract Agreement

This Final Subcontract Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Contractor has entered into a prime contract (the Prime Contract) with the project owner for work described as located at ;

WHEREAS, Contractor desires to engage Subcontractor to perform a portion of the work under the Prime Contract and Subcontractor represents that it has the experience, personnel and resources to perform such work in accordance with the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

Scope of Work

Subcontractor shall furnish all labor, materials, equipment, supervision and services necessary to perform the work described below in a good and workmanlike manner and in accordance with the Prime Contract, applicable plans, specifications and laws.

Payment Terms

Contractor shall pay Subcontractor for the performance of the Scope of Work a total amount not to exceed $ (the Contract Sum), subject to adjustments as expressly provided in this Agreement.

Retainage: Contractor may withhold retainage of % of each progress payment as set forth in the payment schedule.

Late Payments: Any undisputed invoice not paid within days of invoice receipt shall accrue interest at % per month (or the maximum lawful rate, if lower).

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice. Contractor may terminate immediately for cause if Subcontractor fails to cure a material breach within a commercially reasonable time after written notice.

Confidentiality

Subcontractor shall keep confidential all proprietary, technical and business information of Contractor and the owner that is designated confidential or reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that is or becomes public other than by breach of this Agreement, independently developed by the recipient, or rightfully received from a third party without restriction.

Upon termination or expiration of this Agreement, Subcontractor shall promptly return or destroy confidential materials and certify in writing that it has done so, except to the extent retention is required by law or retained for archival, audit or legal purposes.

Indemnification; Insurance

Subcontractor shall indemnify, defend and hold harmless Contractor, the owner and their respective agents and employees from and against all claims, damages, losses and expenses arising out of or resulting from Subcontractor's performance under this Agreement to the extent caused by Subcontractor's negligent acts or omissions or willful misconduct.

Subcontractor shall maintain insurance coverage customary for the trade and required by the Prime Contract, including commercial general liability, workers' compensation and automobile liability, naming Contractor as an additional insured where required. Evidence of insurance shall be provided prior to commencement of work.

Compliance; Independent Contractor

Subcontractor shall comply with all applicable laws, regulations, codes and the terms of the Prime Contract. Subcontractor is an independent contractor and not an employee, partner or agent of Contractor. Subcontractor has no authority to bind Contractor or incur obligations on Contractor's behalf.

Assignment; Changes; Force Majeure

Subcontractor shall not assign this Agreement or any payments due without Contractor's prior written consent. All changes to the Scope of Work or Contract Sum must be made by written change order signed by both parties. Neither party shall be liable for delays or failures due to causes beyond its reasonable control, including acts of God, labor disputes, shortages, governmental actions or severe weather, subject to prompt notice and mitigation obligations.

Notices

Notices must be in writing and delivered by hand, nationally recognized courier, or certified mail to the addresses below and are effective upon receipt.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

This Agreement, including incorporated exhibits and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations and agreements, whether written or oral. No modification is binding unless in writing and signed by authorized representatives of both parties.

Representations and Certification

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and that the person signing below is authorized to bind the party. Subcontractor certifies that it holds all required licenses and permits to perform the Scope of Work.

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