Nondisplacement Notice Template

Nondisplacement Notice

This Nondisplacement Notice (the "Notice") is made effective as of by and between Prime Contractor Name: with principal address: , and Subcontractor Name: with principal address: .

RECITALS

WHEREAS, Prime Contractor is the party awarded the Contract identified as Contract Number: relating to Project: located at .

WHEREAS, the parties anticipate that Subcontractor may perform Covered Work under the Contract and Prime Contractor requires that Subcontractor comply with nondisplacement obligations for certain employees as set forth herein.

WHEREAS, Prime Contractor and Subcontractor intend by this Notice to establish the obligations and procedures intended to prevent the unjustified displacement of affected employees in connection with the performance of the Contract.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Covered Work" means the specific labor, services, or tasks to be provided by Subcontractor under the Contract on the Project described above, including any subsequent amendments. Subcontractor shall describe the Covered Work in detail:

1.2 "Affected Employees" means workers employed by Subcontractor or its subcontractors who, as of the Effective Date or during performance of the Covered Work, perform duties substantially similar to the duties that will be required under the Covered Work, and who are not temporary or seasonal workers as set forth in this Notice.

1.3 "Displacement" means the termination, layoff, or substitution of an Affected Employee by reason of the award of the Contract, a change in the subcontractor performing the Covered Work, or a change in the terms and conditions of employment that results in a materially diminished position.

2. NONDISPLACEMENT OBLIGATION

2.1 Subcontractor represents and warrants that it shall not Displace any Affected Employee as a direct consequence of performing the Covered Work under the Contract. Subcontractor shall retain or reassign Affected Employees to the extent practicable and consistent with project requirements.

2.2 If Subcontractor contemplates a workforce change that would reasonably be expected to result in Displacement, Subcontractor shall provide Prime Contractor written notice at least days prior to the proposed action, describing the reasons for the action, the identities of affected positions, and proposed measures to avoid Displacement.

3. EXCEPTIONS

3.1 Nondisplacement obligations do not apply to terminations for cause, voluntary separations, or where continued employment would violate law or a bona fide seniority system. Subcontractor bears the burden of demonstrating that an exception applies.

3.2 If Subcontractor anticipates hiring replacement personnel from a labor market outside the existing workforce, Subcontractor shall document efforts to place Affected Employees in available positions and shall deliver those documents to Prime Contractor on request.

4. EMPLOYEE NOTICE AND POSTING

4.1 Subcontractor shall provide written notice of this nondisplacement policy to all Affected Employees within five (5) business days of commencement of the Covered Work and shall maintain a record of receipt for each such employee.

4.2 Subcontractor shall post a copy of this Notice at the Project site and at its principal place of business in a location accessible to employees for the duration of the Covered Work.

5. RECORDS; AUDIT

5.1 Subcontractor shall retain payroll and personnel records, including but not limited to time records, payroll registers, hire and separation records, and notices of rights, for a period of years from completion of the Covered Work.

5.2 Prime Contractor or its authorized representative shall have the right to inspect and copy such records upon reasonable notice during normal business hours to verify compliance with this Notice.

6. REMEDIES

6.1 In the event of a breach of the nondisplacement obligations, Prime Contractor shall be entitled to seek injunctive relief, specific performance, and recovery of actual damages, including costs and reasonable attorneys' fees incurred to enforce this Notice.

6.2 Subcontractor agrees that Prime Contractor may withhold payments otherwise due to Subcontractor to offset damages directly attributable to Subcontractor's failure to comply with this Notice, subject to applicable law and procedures.

7. NOTICES

7.1 All notices required or permitted under this Notice shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the following contact information:

8. AMENDMENT; WAIVER

8.1 No amendment, modification, or waiver of any provision of this Notice shall be effective unless set forth in a writing signed by both parties. The failure of either party to insist upon strict performance of any provision of this Notice shall not be construed as a waiver of any subsequent breach.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

9.1 This Notice shall be governed by and construed in accordance with the laws of the state identified below, without regard to its conflicts of law principles. Governing State:

9.2 This Notice constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

9.3 If any provision of this Notice is held to be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties shall negotiate in good faith a valid provision to replace the invalid provision in a manner consistent with the parties' intent.

10. MISCELLANEOUS

10.1 Counterparts. This Notice may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10.2 Remedies Cumulative. Except as otherwise expressly provided herein, the rights and remedies provided in this Notice are cumulative and not exclusive of any rights or remedies provided by law.

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