Miscellaneous Sub-Contract Agreement

Miscellaneous Sub-Contract Agreement

This Sub-Contract Agreement (the Agreement) is entered into as of between Primary Contractor Name: with principal address at , and Sub-Contractor Name: with principal address at .

Recitals

WHEREAS, Primary Contractor is engaged in the business of performing certain services and has entered into agreements with third parties for the performance of such services; and

WHEREAS, Sub-Contractor represents that it has the skill, experience and resources to perform a portion of the work described by Primary Contractor; and

WHEREAS, the parties desire to set forth the terms and conditions under which Sub-Contractor will perform such work for Primary Contractor.

1. Scope of Work

2. Payment Terms

Compensation for the performance of the Scope of Work will be as follows: Total Contract Amount: $ payable in accordance with the schedule below.

Invoices shall be submitted by Sub-Contractor to Primary Contractor in accordance with the Payment Schedule. Payment due to Sub-Contractor shall be made within days of receipt of a properly documented invoice, unless otherwise agreed in writing.

Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated from the date payment was due until paid in full. Late fee/interest rate:

3. Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given not less than days prior to the effective date of termination. Either party may terminate for material breach if such breach is not cured within thirty (30) days after written notice specifying the breach.

4. Confidentiality

The parties acknowledge that during the performance of this Agreement each may receive Confidential Information of the other. "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Sub-Contractor shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees, agents and permitted subcontractors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein, and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except to the extent that Confidential Information enters the public domain through no fault of the receiving party or is required to be disclosed by law.

5. Independent Contractor; Taxes; Insurance

Sub-Contractor is an independent contractor and not an employee, partner, or agent of Primary Contractor. Sub-Contractor shall be solely responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of any sort, and shall maintain insurance appropriate to the work and maintain proof of coverage upon request.

6. Indemnification

Sub-Contractor shall indemnify, defend and hold harmless Primary Contractor, its affiliates and their respective directors, officers and employees from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Sub-Contractor's negligent performance, willful misconduct, breach of this Agreement, or infringement of third-party intellectual property rights in the Course of performing the Scope of Work.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

8. Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated, 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 oral or written. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

9. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other, and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

10. Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

Sign Now