Subcontractor Agreement Package

SUBCONTRACTOR AGREEMENT PACKAGE

Parties

Recitals

WHEREAS, Contractor is engaged in the performance of certain work and services for the project described as ; and

WHEREAS, Contractor desires to retain Subcontractor, and Subcontractor agrees, to perform a defined portion of such work on the terms and conditions set forth in this Agreement effective as of .

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the parties agree as follows.

Scope of Work

Subcontractor will perform the work and provide the services described below. Subcontractor shall furnish all labor, materials, equipment, supervision and incidentals necessary to complete the work in a professional manner and in accordance with the schedules and specifications provided by Contractor.

Payment Terms

Contractor shall pay Subcontractor the compensation set forth below in exchange for satisfactory completion of the Scope of Work.

Subcontractor must submit invoices to Contractor at the address or email listed below. Contractor will pay undisputed amounts within days after receipt of a properly documented invoice. Late payments will accrue interest at % per month (or the maximum allowed by law).

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Confidentiality

Subcontractor shall maintain in strict confidence and shall not disclose to any third party any confidential or proprietary information of Contractor, whether marked confidential or otherwise identified as confidential, obtained in connection with the performance of this Agreement. Confidential information does not include information that (a) is or becomes publicly available through no breach by Subcontractor, (b) is rightfully received from a third party without restriction, or (c) is independently developed without use of Contractor’s confidential information. Upon termination or request, Subcontractor shall promptly return or destroy all confidential materials.

Indemnification and Insurance

Subcontractor shall indemnify, defend and hold harmless Contractor and its affiliates, officers, agents and employees from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Subcontractor’s performance of the Work, except to the extent caused by Contractor’s gross negligence or willful misconduct.

Subcontractor shall maintain insurance as required by contract or law. Minimum coverages generally include Commercial General Liability, Workers' Compensation, and Automobile Liability where applicable. Evidence of insurance shall be provided upon request.

Independent Contractor; Taxes

Subcontractor is an independent contractor and not an employee of Contractor. Subcontractor is responsible for withholding and paying all federal, state and local taxes and contributions required by law for its employees and for any subcontractors it engages. Contractor will not withhold taxes on behalf of Subcontractor.

Change Orders

Any changes to the Scope of Work or the Contract Amount must be made in writing and signed by authorized representatives of both parties in the form of a Change Order. Subcontractor shall not be entitled to additional compensation for work performed without an executed Change Order.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to principles of conflicts of law. The parties shall attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be submitted to in accordance with applicable rules.

Representations, Warranties and Compliance

Subcontractor represents and warrants that it is duly organized, licensed, qualified and in good standing to perform the Work, that it will perform in a professional manner consistent with industry standards, and that it will comply with all applicable laws, regulations, codes and permit requirements.

Records; Audit

Subcontractor shall maintain complete and accurate records relating to the performance of the Work and invoices for a period of at least three (3) years following final payment. Contractor may inspect and audit such records upon reasonable prior notice during normal business hours.

Entire Agreement

This Agreement, together with any written Change Orders and attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Contractor may assign to an affiliate or successor in interest.

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