Subcontract Agreement for Signature

Subcontract Agreement for Signature

This Subcontract Agreement (this "Agreement") is made and entered into as of by and between Contractor Name: , a/an , with principal place of business at ("Contractor"), and Subcontractor Name: , a/an , with principal place of business at ("Subcontractor").

Recitals

WHEREAS, Contractor has entered into or will enter into a prime contract or purchase order to perform certain work for an owner or purchaser (the "Prime Contract"); and

WHEREAS, Contractor desires to engage Subcontractor to perform a portion of the work required under the Prime Contract and Subcontractor represents that it is qualified, willing and able to perform such work in accordance with the terms and conditions set forth herein; and

WHEREAS, Contractor and Subcontractor intend that the work performed by Subcontractor shall comply with the terms of the Prime Contract to the extent required by Contractor.

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

1. Scope of Work

1.1 Subcontractor shall furnish all labor, materials, equipment, tools and supervision and shall perform all work described in the scope of work attached hereto as Exhibit A and incorporated herein by this reference (the "Work"). The Work shall be performed in a good and workmanlike manner in accordance with industry standards and the schedule set forth in Exhibit A.

2. Contract Time

2.1 Subcontractor shall commence the Work upon receipt of written notice to proceed from Contractor and shall achieve substantial completion by unless extended in accordance with this Agreement.

3. Compensation and Payment

3.1 Contractor shall pay Subcontractor for the satisfactory performance of the Work a total fixed price of $ (the "Contract Price"), subject to adjustments for changes authorized in writing.

3.2 Subcontractor shall submit invoices in the form required by Contractor. Subject to Contractor's approval of each invoice and compliance with the terms of this Agreement, Contractor shall pay approved amounts within days of receipt of the invoice.

4. Changes and Change Orders

4.1 Any change or extra work shall be undertaken only upon the prior written change order executed by Contractor and Subcontractor which shall set forth any adjustment to the Contract Price and/or the Contract Time. Subcontractor shall not proceed with changed work without an approved written change order.

5. Independent Contractor; No Agency

Subcontractor shall perform the Work as an independent contractor and shall be solely responsible for the means, methods and sequencing of performance. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties. Subcontractor shall have no authority to bind Contractor except as expressly provided in writing.

6. Confidentiality

6.1 Subcontractor shall hold in confidence and shall not disclose any confidential or proprietary information of Contractor or of the Owner obtained in connection with the Work. Subcontractor shall use such information solely for the performance of the Work and shall restrict access to those employees and subcontractors who have a need to know.

7. Representations and Warranties

7.1 Subcontractor represents and warrants that: (a) it has full corporate or other power and authority to enter into this Agreement; (b) the Work will be performed in a professional and workmanlike manner consistent with applicable industry standards; and (c) Subcontractor has obtained all licenses, permits and approvals required to perform the Work.

8. Insurance

8.1 Subcontractor shall, at its sole cost and expense, maintain commercial general liability insurance, automobile liability insurance, workers' compensation insurance and employer's liability insurance with coverages and limits no less than those required by Contractor and acceptable to Contractor. Subcontractor shall provide certificates of insurance evidencing such coverage and naming Contractor as an additional insured where applicable prior to commencement of the Work.

9. Indemnification

9.1 To the fullest extent permitted by law, Subcontractor shall indemnify, defend and hold harmless Contractor, its affiliates, and their respective officers, directors, employees and agents (the "Indemnitees") from and against all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees and costs of investigation) arising out of or resulting from the performance of the Work, provided that such claim is caused in whole or in part by any negligent act or omission or willful misconduct of Subcontractor, its employees, agents or subcontractors.

10. Limitation of Liability

10.1 Except for liability resulting from Subcontractor's gross negligence, willful misconduct or indemnification obligations, in no event shall either party be liable to the other for consequential, incidental, special, punitive or exemplary damages, including lost profits.

11. Termination

11.1 Contractor may terminate this Agreement for cause upon written notice to Subcontractor if Subcontractor fails to cure a material breach within days after receipt of written notice specifying the breach. Contractor may also terminate for convenience upon written notice, in which event Subcontractor shall be entitled to payment for Work performed to the date of termination and reasonable demobilization costs.

12. Notices

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

13. Assignment and Subcontracting

13.1 Subcontractor shall not assign this Agreement or subcontract any portion of the Work without the prior written consent of Contractor. Any permitted assignment or subcontracting shall not relieve Subcontractor of its obligations under this Agreement.

14. Amendments; Waiver; Severability; Entire Agreement

14.1 This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect. This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

15. Counterparts

15.1 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. Electronic or facsimile signatures shall be deemed original signatures for all purposes.

16. Governing Law

16.1 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.

17. Dispute Resolution

17.1 The parties shall attempt in good faith to resolve any dispute, controversy or claim arising out of or relating to this Agreement by negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, the parties may pursue any remedy available at law or in equity in the courts of the state identified in Section 16.1, subject to any further agreement of the parties.

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