Subcontractor Employment Handbook

SUBCONTRACTOR EMPLOYMENT HANDBOOK

This Subcontractor Employment Handbook ("Handbook") is issued by and between Prime Contractor Name: and Subcontractor Name: . The parties acknowledge that the relationship governed by this Handbook is that of independent contractors and not employer-employee for any purpose unless separately agreed in writing.

WHEREAS

WHEREAS, Prime Contractor engages in the business of providing construction, maintenance, consulting, or related services and requires certain services to be performed by specialized subcontractors; and

WHEREAS, Subcontractor represents that it has the experience, personnel, equipment, and licenses necessary to perform the services described in this Handbook and any applicable work orders or purchase orders; and

WHEREAS, the parties desire to set forth certain operational policies, payment practices, confidentiality obligations, and procedures governing the performance of subcontracted work.

PURPOSE AND SCOPE

The purpose of this Handbook is to establish the standard terms and administrative procedures that govern the relationship between Prime Contractor and Subcontractor for services performed under individual work orders, task orders, or purchase orders (collectively, "Work Orders"). This Handbook applies to all Work Orders issued by Prime Contractor to Subcontractor unless a specific Work Order expressly supersedes particular provisions in writing.

SCOPE OF WORK

INDEPENDENT CONTRACTOR STATUS

Subcontractor shall perform services as an independent contractor. Subcontractor is solely responsible for all taxes, withholdings, benefits, and insurance for its employees and agents. Subcontractor shall not hold itself out as an employee or agent of Prime Contractor and shall not be entitled to any employment benefits from Prime Contractor.

PAYMENT TERMS

Contracted Price or Rate: Subcontractor shall be paid as set forth in the applicable Work Order. Standard billing information is set forth below.

Payment Terms: Prime Contractor will pay properly submitted and undisputed invoices within days of receipt. Late payments shall accrue interest at on the outstanding balance or the maximum lawful rate, whichever is less. Disputes regarding invoiced amounts must be submitted in writing within days of invoice receipt.

WORK SCHEDULE, SAFETY, AND COMPLIANCE

Subcontractor shall perform work in accordance with schedules established by Prime Contractor and meet all applicable safety protocols and site-specific rules. Subcontractor shall maintain all licenses, permits, certifications and comply with federal, state, and local laws, regulations, and industry standards applicable to the performance of the Work Orders.

INSURANCE, INDEMNITY, AND LIABILITY

Subcontractor shall maintain insurance coverage and limits as required by Prime Contractor and applicable law, and shall provide certificates of insurance upon request. Subcontractor shall indemnify, defend and hold harmless Prime Contractor, its officers, agents and employees from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Subcontractor's performance, negligence, breach of this Handbook, or willful misconduct.

CONFIDENTIALITY

Subcontractor acknowledges that it may receive Confidential Information from Prime Contractor. "Confidential Information" means non-public business, technical, financial, or operational information disclosed orally or in writing. Subcontractor shall: (a) use Confidential Information only for performance of the Work Orders; (b) restrict disclosure to employees and agents who have a need to know and are bound by confidentiality obligations no less protective than this provision; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is (i) generally known without breach of an obligation, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of Confidential Information, or (iv) required to be disclosed by law, provided Subcontractor gives prompt written notice to Prime Contractor.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all work product, deliverables, designs, drawings, reports, and documentation created for Prime Contractor under this Handbook shall be the property of Prime Contractor. Subcontractor assigns and agrees to assign any rights, title and interest in such work product to Prime Contractor and shall execute documents reasonably necessary to effectuate such assignment.

TERM AND TERMINATION

Term: This Handbook shall become effective as of the Effective Date set forth below and remain in effect until the End Date or until terminated as provided herein.

Effective Date:    End Date:

Termination for Convenience: Either party may terminate a Work Order or this Handbook for convenience upon providing days' prior written notice. Termination for Cause: Either party may terminate upon written notice if the other party materially breaches any obligation and fails to cure within thirty (30) days after written notice.

RECORDS, AUDIT, AND RETENTION

Subcontractor shall maintain accurate records pertaining to the performance of Work Orders and to amounts invoiced and received. Prime Contractor or its authorized representative may audit Subcontractor's relevant records upon reasonable notice and during normal business hours. Subcontractor shall retain records for a minimum of years following final payment.

DISPUTE RESOLUTION AND GOVERNING LAW

The parties shall attempt in good faith to resolve disputes arising under this Handbook by negotiation between senior representatives. If unresolved, disputes shall be submitted to mediation and, if still unresolved, finally resolved by arbitration or litigation as specified in the applicable Work Order. This Handbook shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Handbook, together with any attached or referenced Work Orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

COMPLIANCE CERTIFICATION

By signing below, Subcontractor certifies that it has read, understands, and agrees to comply with the policies and procedures set forth in this Handbook and that the information provided to Prime Contractor is true, complete, and correct.

ACKNOWLEDGMENT

Subcontractor acknowledges receipt of this Handbook and agrees to comply with its provisions as a condition of continued engagement with Prime Contractor.

Subcontractor Representative Name:

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