Sub-Contractor Addendum Agreement

SUB-CONTRACTOR ADDENDUM AGREEMENT

This Sub-Contractor Addendum Agreement (the "Addendum") is made and entered into by and between Contractor Name: , Contractor Address:

and

Sub-Contractor Name: , Sub-Contractor Address:

RECITALS

WHEREAS, Contractor and Sub-Contractor previously entered into a Prime Contract or Subcontract for certain construction and related services (the "Original Agreement"), and the parties desire to amend and supplement the Original Agreement on the terms set forth in this Addendum;

WHEREAS, the parties agree that certain portions of the Scope of Work, the Payment Terms and the Term of the Original Agreement require modification effective as of / / ;

WHEREAS, the parties intend that this Addendum become a binding part of the Original Agreement and that all terms not expressly amended remain in full force and effect.

1. SCOPE OF WORK

The Sub-Contractor shall perform the additional or modified work described below in accordance with the terms of the Original Agreement and this Addendum. The Sub-Contractor shall furnish all labor, materials, equipment and supervision necessary to complete the described work in a professional and workmanlike manner.

2. PAYMENT TERMS

In consideration for the Sub-Contractor's performance of the Scope of Work, Contractor agrees to pay the Sub-Contractor in accordance with the following terms.

Late payments shall bear interest at the rate of % per month, or the maximum rate permitted by applicable law if lower, calculated from the date payment is due until paid. The Sub-Contractor must submit written notice of any disputed portion of an invoice within seven (7) days of receipt; undisputed portions shall remain payable under the terms above.

3. TERM AND TERMINATION

This Addendum shall commence on / / and shall continue until / / unless earlier terminated in accordance with this section.

Either party may terminate this Addendum for convenience upon written notice to the other party given at least days prior to the effective termination date. Termination for cause may occur upon material breach by the other party if the breaching party fails to cure such breach within fourteen (14) days after receipt of written notice specifying the breach, unless a different cure period is provided elsewhere in the Original Agreement.

4. CONFIDENTIALITY

The parties acknowledge that during performance of the Scope of Work, each may disclose or have access to Confidential Information of the other. "Confidential Information" means all non-public business, technical, pricing, financial, and project information disclosed in any form. Each recipient shall (a) use Confidential Information solely for the purposes of performing obligations under this Addendum, (b) restrict disclosure to its employees, agents and subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) exercise at least the same degree of care in protecting such Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations of confidentiality set forth in this Addendum shall remain in effect for a period of years from the date of termination or expiration of this Addendum, except as otherwise required by law or as necessary to enforce rights under this Addendum.

5. INSURANCE; INDEMNIFICATION

The Sub-Contractor shall at all times maintain insurance consistent with the requirements of the Original Agreement and shall provide certificates of insurance upon request. The Sub-Contractor shall indemnify, defend and hold harmless the Contractor from and against any claims, damages or liabilities arising out of the Sub-Contractor's performance or negligence, except to the extent caused by the Contractor's gross negligence or willful misconduct.

6. GOVERNING LAW

This Addendum 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 any dispute shall lie in the state or federal courts located in that state, unless the parties mutually agree otherwise in writing.

7. ENTIRE AGREEMENT; AMENDMENT

This Addendum, together with the Original Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter. No modification, amendment or waiver of any provision of this Addendum shall be effective unless made in writing and signed by both parties.

8. MISCELLANEOUS

If any provision of this Addendum is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Addendum without the prior written consent of the other, except that Contractor may assign without consent to a successor in interest to all or substantially all of Contractor's business or assets to which this Addendum relates.

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