Standard Subcontract Agreement Template

STANDARD SUBCONTRACT AGREEMENT TEMPLATE

This Subcontract Agreement (the Agreement) is made and entered into as of , by and between Prime Contractor: and Subcontractor: (collectively, the Parties).

Project: — Project Location:

RECITALS

WHEREAS, Prime Contractor has entered into a prime contract with the owner for the construction of the Project referenced above (the Prime Contract), and desires to engage Subcontractor to perform certain portions of the work required by the Prime Contract; and

WHEREAS, Subcontractor represents that it possesses the necessary skill, experience, personnel, equipment and financial capacity to perform the portion of the work described herein and is willing to perform such work under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to define their respective rights and obligations with respect to the Subcontract Work as set forth below.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. SCOPE OF WORK

1.1 Subcontractor shall furnish all labor, materials, equipment, tools, transportation, supervision, and services necessary to perform the Work described in this Agreement (the Work), in accordance with the Prime Contract, the Drawings, Specifications, and any attachments or change orders incorporated herein. A detailed description of the Work is set forth below.

2. SUBCONTRACT PRICE AND PAYMENT

2.1 Contract Sum. Prime Contractor shall pay Subcontractor for the complete performance of the Work the total sum of $ (the Subcontract Price), subject to additions and deductions for authorized Change Orders.

2.2 Payment Schedule. Progress payments shall be made based upon approved applications for payment, subject to retainage of , and subject to setoff for defects, claims, or backcharges. Final payment shall be made upon completion, acceptance of the Work by Prime Contractor, submission of required releases and waivers, and satisfaction of any other contract requirements.

3. CHANGES AND EXTRA WORK

3.1 No change in the Work, Subcontract Price, or Subcontract Time shall be effective unless in writing and signed by the duly authorized representatives of Prime Contractor and Subcontractor. Subcontractor shall not proceed with changed or extra Work without a written Change Order authorizing the Work and any adjustment in price or time.

4. TIME OF PERFORMANCE

4.1 Subcontractor shall commence the Work on or before , and achieve substantial completion by , , subject to adjustments for excusable delays.

5. SUBCONTRACTOR'S RESPONSIBILITIES

5.1 Subcontractor shall perform the Work in a professional, workmanlike manner in accordance with industry standards and the requirements of the Prime Contract, and shall coordinate with Prime Contractor and other trades as necessary to avoid interference and delay.

5.2 Subcontractor shall obtain and pay for all permits, inspections, fees, and licenses required for the performance of the Work unless otherwise expressly stated in this Agreement.

6. COMPLIANCE WITH LAWS AND PRIME CONTRACT

6.1 Subcontractor shall comply with all applicable federal, state and local laws, codes, ordinances, regulations, and with the terms of the Prime Contract to the extent applicable to the Work. Subcontractor shall furnish certificates, affidavits or other evidence of compliance upon request by Prime Contractor.

7. INSURANCE AND BONDS

7.1 Prior to commencing Work, Subcontractor shall procure and maintain, at its sole cost and expense, insurance coverages in such amounts as required by Prime Contractor, including commercial general liability, automobile liability, employer's liability and workers' compensation, and shall name Prime Contractor as an additional insured to the extent required by the Prime Contract.

7.2 If requested, Subcontractor shall furnish certificates of insurance and endorsements evidencing compliance with the insurance requirements prior to the start of Work.

8. INDEMNIFICATION

8.1 To the fullest extent permitted by law, Subcontractor shall indemnify, defend and hold harmless Prime Contractor and its agents, officers, directors and employees from and against any and all claims, damages, losses and expenses, including attorney's fees, arising out of or resulting from the performance of the Work by Subcontractor, its subcontractors, agents, or employees, provided that such claim, damage, loss or expense is caused in whole or in part by any negligent act or omission or willful misconduct of Subcontractor.

9. WARRANTIES

9.1 Subcontractor warrants that all Work performed and materials furnished under this Agreement shall be free from defects in materials and workmanship for a period of from the date of substantial completion, unless a longer period is specified in the Prime Contract or by applicable law.

10. TERMINATION

10.1 Prime Contractor may terminate this Agreement for cause upon written notice if Subcontractor fails to cure a material breach within a specified cure period after receiving written notice. Prime Contractor may also terminate this Agreement for convenience upon written notice, in which case Prime Contractor shall pay Subcontractor for Work performed to the date of termination and reasonable demobilization costs.

11. DISPUTE RESOLUTION

11.1 The Parties shall first attempt in good faith to resolve any dispute arising under this Agreement through direct negotiations between senior representatives. If the dispute cannot be resolved within a reasonable time, either Party may proceed to binding arbitration or litigation as selected in writing by Prime Contractor, subject to the provisions of applicable law governing arbitration and enforcement of awards.

12. NOTICES

12.1 Any notice required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail, return receipt requested, or by overnight courier to the addresses below (or to such other address as either Party may designate by written notice).

13. TAXES AND LIENS

13.1 Subcontractor shall be responsible for payment of all federal, state and local taxes, contributions and assessments on account of its employees and on account of the Work. Subcontractor shall promptly pay and discharge all lawful claims and liens for labor, materials, equipment or services furnished by Subcontractor or its subcontractors related to the Work.

14. MISCELLANEOUS

14.1 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 laws principles.

14.2 Entire Agreement. This Agreement, including all exhibits and incorporated documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

14.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed so as to carry out the intent of the Parties as nearly as possible.

14.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The waiver by either Party of a breach of any provision shall not operate or be construed as a waiver of any subsequent breach.

14.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

ATTACHMENTS

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