Sub Rem Agreement

SUB REM AGREEMENT

This Sub Rem Agreement ("Agreement") is entered into as of by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client has engaged Contractor to perform certain work and services described in this Agreement and Contractor is willing to perform such work subject to the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth the scope, schedule, payment, and other commercial and legal terms applicable to the work, including procedures for remediation of defective or nonconforming work and allocation of responsibilities between Client and Contractor; and

WHEREAS, Contractor may, with Client's prior written consent, engage subcontractors or agents to perform portions of the work, and the parties intend that obligations for remediation, warranty and indemnity be allocated as set forth in this Agreement.

SCOPE OF WORK

Contractor shall perform the work described below in a good and workmanlike manner and in accordance with the schedules and specifications agreed by the parties. Any material change to the scope must be agreed in writing.

PAYMENT TERMS

Client shall pay Contractor for the performance of the Scope of Work as follows. All amounts are in U.S. Dollars unless otherwise agreed in writing.

Late payments shall incur interest at the rate of % per month (or the maximum lawful rate if lower). Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Contractor in collecting overdue amounts.

Retainage: Contractor shall hold a retainage of % of each progress payment until final acceptance, unless otherwise waived in writing.

TERM AND TERMINATION

Term: This Agreement commences on the Start Date of and, unless earlier terminated, expires on the End Date of .

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any provision and fails to cure such breach within days after receipt of written notice specifying the breach. Either party may terminate for convenience upon providing days' prior written notice; in such event Contractor shall be entitled to payment for work performed to the termination date and for reasonable, documented costs incurred as a direct result of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in confidence and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform under this Agreement or as required by law. "Confidential Information" means non-public business, technical, financial, or other information disclosed in connection with this Agreement, whether oral, written, electronic or other form, but excluding information that is (a) already in the public domain through no fault of the Receiving Party, (b) rightfully received from a third party without restriction, or (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets, which shall remain protected to the extent permitted by law.

INDEMNIFICATION AND INSURANCE

Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Contractor's negligent acts, omissions, or willful misconduct in the performance of the Scope of Work. Client shall promptly notify Contractor of any such claim and shall cooperate in the defense and resolution.

Contractor shall maintain at its expense commercial general liability insurance, workers' compensation insurance as required by law, and any professional liability insurance reasonably required for the nature of the work, and shall provide certificates of insurance upon request.

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. Venue for any litigation arising out of this Agreement shall be in the state or federal courts located within such state.

ENTIRE AGREEMENT

This Agreement, including any exhibits or written amendments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. No modification of this Agreement will be binding unless executed in writing by both parties.

NOTICES

Notices to the parties shall be sent to the addresses below and are effective upon receipt.

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