Subcontracting Agreement

SUBCONTRACTING AGREEMENT

This Subcontracting Agreement (the Agreement) is entered into as of Effective Date: by and between Contractor Name: and Subcontractor Name: (each a Party and together the Parties).

RECITALS

WHEREAS, Contractor is a prime contractor engaged under a principal contract identified as Prime Contract No.: (the Prime Contract) with Owner for the performance of certain work;

WHEREAS, Contractor desires to retain Subcontractor to perform a portion of the work under the Prime Contract and Subcontractor represents that it has the experience, personnel and resources to perform such work;

WHEREAS, the Parties wish to set forth the terms and conditions under which Subcontractor will perform the subcontracted scope of work for Contractor.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the Parties agree as follows:

1. SCOPE OF WORK

1.1 Subcontractor shall furnish all labor, materials, equipment and services, and shall perform all work described in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference. A concise description of the primary obligations is set forth below.

2. TERM AND SCHEDULE

2.1 Subcontractor shall commence work on or about Start Date: and shall achieve substantial completion by End Date: , subject to adjustments as provided in this Agreement.

3. CONTRACT PRICE; PAYMENT

3.1 Contractor shall pay Subcontractor for satisfactory performance of the work the sum of Contract Price: subject to additions and deductions for changes approved in writing.

3.2 Subcontractor shall submit invoices in the form required by Contractor. Payment shall be made within Payment Days: days after Contractor's receipt of a properly submitted invoice and any required supporting documentation, subject to setoff for defects, claims or Contractor's obligations to Owner.

4. CHANGES; CHANGE ORDERS

4.1 No change in the work shall be effective unless authorized in writing by Contractor. Any change in the Contract Price or the Work Schedule resulting from a change order shall be equitably adjusted and recorded in a written change order signed by both Parties prior to performance of the changed work.

5. SUBCONTRACTOR OBLIGATIONS

5.1 Subcontractor shall perform the Work in a professional and workmanlike manner in accordance with industry standards, applicable contract documents, and all applicable laws, codes and regulations. Subcontractor shall supervise the Work and provide competent personnel and equipment.

6. WARRANTIES

6.1 Subcontractor warrants that all materials and workmanship furnished shall conform to the contract requirements and shall be free from defects for Warranty Period (months): months from Substantial Completion. Subcontractor shall, at its expense, promptly correct any nonconforming work.

7. INDEMNITY

7.1 To the fullest extent permitted by law, Subcontractor shall indemnify, defend and hold harmless Contractor, Owner and their officers, directors, agents and employees from and against all claims, damages, losses and expenses, including reasonable attorneys' fees, arising out of or resulting from performance of the Work, to the extent caused by the negligent acts or omissions or willful misconduct of Subcontractor, its subcontractors or anyone for whom Subcontractor is responsible.

8. INSURANCE

8.1 Subcontractor shall procure and maintain insurance coverages at limits not less than the amounts specified below and shall name Contractor as an additional insured where required by the Prime Contract. Certificates evidencing such insurance shall be delivered prior to commencement of Work.

9. TERMINATION

9.1 Contractor may terminate this Agreement for cause upon written notice if Subcontractor fails to cure a breach within Cure Period (days): days after receipt of written notice. Contractor may also terminate for convenience upon written notice to Subcontractor, subject to payment for work performed to the date of termination.

10. CONFIDENTIALITY; PUBLICITY

10.1 Subcontractor shall keep confidential all proprietary or confidential information provided by Contractor or Owner and shall not disclose such information to third parties without Contractor's prior written consent. Subcontractor shall not issue publicity, press releases or other public statements regarding the Project without Contractor's prior written approval.

11. INTELLECTUAL PROPERTY

11.1 Unless otherwise agreed in writing, all drawings, designs, reports and other documents prepared by Subcontractor in connection with the Work shall be the property of Contractor. Subcontractor grants Contractor a nonexclusive, perpetual, irrevocable license to use such work product for purposes related to the Project.

12. COMPLIANCE WITH LAWS; SAFETY

12.1 Subcontractor shall comply with all federal, state and local laws, ordinances, rules and regulations, including but not limited to those governing wages, hours, safety and environmental protection. Subcontractor shall be solely responsible for jobsite safety of its personnel and shall adhere to Contractor's safety policies while on site.

13. RECORDS; AUDIT

13.1 Subcontractor shall maintain complete and accurate records of costs, time and materials related to the Work for a period of at least Records Retention Period (years): years. Contractor or Owner shall have the right to audit such records upon reasonable notice.

14. INDEPENDENT CONTRACTOR

14.1 Subcontractor is an independent contractor and not an agent or employee of Contractor. Subcontractor shall be solely responsible for payment of all wages, taxes, insurance and benefits of its employees and agents.

15. ASSIGNMENT

15.1 Neither Party shall assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Contractor may assign to an affiliate or successor by operation of law provided Contractor remains liable for performance.

16. NOTICES

16.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by written notice.

17. AMENDMENT; WAIVER; COUNTERPARTS

17.1 This Agreement may be amended only by a written instrument executed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. This Agreement may be executed in counterparts, each of which shall be deemed an original.

18. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

18.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Governing Law State: without regard to choice-of-law principles.

18.2 This Agreement, including any exhibits and attachments referenced herein, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations or agreements, whether written or oral, relating to the subject matter hereof.

18.3 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall endeavor in good faith to replace the invalid or unenforceable provision with a valid provision that, to the extent possible, achieves the Parties' original intent.

19. MISCELLANEOUS PROVISIONS

19.1 Remedies provided under this Agreement are cumulative and in addition to any other remedies available at law or in equity. The prevailing Party in any dispute arising out of this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

Sign Now