Subcontract Agreement Template

SUBCONTRACT AGREEMENT

This Subcontract Agreement (the "Agreement") is entered into as of Effective Date: , by and between Prime Contractor: with principal place of business at and Subcontractor: with principal place of business at .

RECITALS

WHEREAS, Prime Contractor has entered into a contract for the project identified as Project Name: (the "Prime Contract"); and

WHEREAS, Prime Contractor desires to engage Subcontractor to perform a portion of the work under the Prime Contract and Subcontractor agrees to perform such work subject to the terms and conditions set forth herein.

SCOPE OF WORK

Subcontractor shall furnish all labor, materials, equipment and supervision necessary to perform the following scope of work in accordance with the Prime Contract and this Agreement:

PAYMENT TERMS

Compensation: Prime Contractor shall pay Subcontractor a total contract price of $ for the full and satisfactory performance of the Scope of Work.

Invoicing: Subcontractor shall submit invoices to Prime Contractor upon completion of each payment milestone. Invoices shall describe work performed and reference the applicable milestone. Prime Contractor shall pay undisputed invoices within days of receipt.

Late Payment: Any undisputed amount not paid when due shall accrue interest at a rate of or the maximum rate allowed by law, whichever is less.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Prime Contractor may terminate this Agreement for convenience upon providing Subcontractor with at least days' written notice. In the event of termination for convenience, Subcontractor shall be paid for work properly performed to the date of termination and reasonable demobilization costs, subject to set-off for Prime Contractor's damages.

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure within 10 days after receipt of written notice of such breach, unless a different cure period is specified herein.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed in any form. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to third parties except to employees, consultants and subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use Confidential Information solely to perform obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was already known by the receiving party without obligation of confidentiality, or was independently developed.

INSURANCE, INDEMNITY AND COMPLIANCE

Insurance: Subcontractor shall maintain at its expense insurance customary for the trade and sufficient to cover liabilities arising out of the work, including commercial general liability and workers' compensation. Upon request, Subcontractor shall provide certificates of insurance evidencing such coverage.

Indemnity: To the fullest extent permitted by law, Subcontractor shall indemnify, defend and hold harmless Prime Contractor, its officers, agents and employees from and against any claims, damages, losses and expenses, including reasonable attorneys' fees, arising out of or resulting from Subcontractor's performance of the Work, provided such claim is caused in whole or in part by negligent acts or omissions of Subcontractor or its subcontractors.

Compliance: Subcontractor shall comply with all applicable laws, codes, regulations and the terms of the Prime Contract insofar as they pertain to the Scope of Work.

ASSIGNMENT AND SUBCONTRACTING

Subcontractor shall not assign this Agreement or subcontract any portion of the work without the prior written consent of Prime Contractor, which consent shall not be unreasonably withheld. Subcontractor shall remain fully responsible for performance of the Work and for the acts and omissions of any permitted subcontractors.

NOTICES

Any notice required or permitted under this Agreement shall be given in writing and shall be deemed delivered when personally delivered, sent by certified mail, or sent by overnight courier to the addresses below:

GOVERNING LAW; DISPUTE RESOLUTION

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. Any dispute arising under this Agreement shall be resolved by the courts located in that State, unless the parties agree in writing to submit the dispute to arbitration.

MISCELLANEOUS

Independent Contractor: Subcontractor is an independent contractor and not an employee, agent or partner of Prime Contractor. Subcontractor shall be solely responsible for payment of all wages, taxes and benefits of its employees.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Waiver: The failure of either party to enforce any right under this Agreement shall not be deemed a waiver of that right or any other right.

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

Sign Now