SUBCONTRACTOR AGREEMENT
I. The Parties. This Subcontractor Agreement (“Agreement”) made on
______________________, 20____, is between ______________________ with a
mailing address of ______________________, City of ______________________,
State of ______________________ (“Contractor”) and ______________________ with
a mailing address of ______________________, City of ______________________,
State of ______________________ (“Subcontractor”) both of whom agree as follows:
II. The Client. The Subcontractor acknowledges that any work performed under this
Agreement must be in accordance with the latest version agreement(s) (“Prime
Contract”) made between the Contractor and ______________________ with a mailing
address of ______________________, City of ______________________, State of
______________________ (“Client”).
III. Services Provided. Subcontractor agrees to complete the following: ____________
___________________________________________________________ (“Services”).
IV. Subcontractor Responsibilities. Subcontractor shall be responsible for providing
the following when performing their Services: (choose all that apply)
☐ - Labor – Including, but not limited to, employees, subcontractors and any
other individuals or agents.
☐ - Materials – Including, but not limited to, all supplies and products.
☐ - Equipment – Including, but not limited to, machinery, accessories, or
devices.
☐ - Travel – Including, but not limited to, ensuring that the above-mentioned
Responsibilities are provided at the Location mentioned in Section V.
☐ - Other: _______________________________________________________
Subcontractor shall not be responsible for any aforementioned items that are not
selected unless otherwise stated in this Agreement.
V. Location. The primary location for the Services completed by the Subcontractor shall
be: (choose one)
☐ - ______________________, City of ______________________, State of
______________________ (“Location”).
☐ - Determined at a later time by the Contractor (“Location”).

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VI. Commencement Date. The Subcontractor shall be permitted to begin the Services
on ______________________, 20____ (“Commencement Date”).
VII. Completion. The Subcontractor will be required, unless otherwise stated under the
terms of this Agreement, to complete the Services: (choose one)
☐ - By the Specific date of ______________________, 20____.
☐ - In accordance with industry standards.
☐ - Other: ________________________________________________________
VIII. Payment Amount. Payment for the Services shall be as follows: (choose one)
☐ - $______________________ for the Services (“Payment”).
☐ - At an hourly rate of $____ per hour (“Payment”).
☐ - Other. ______________________________________________ (“Payment”)
If the Subcontractor asserts a claim which involves, in whole or in part, acts or
omissions which are the responsibility of the Client or another person for whom a claim
may be submitted, including but not limited to, claims for failure to pay, an extension of
time, impacts, delay damages, or extra work, the Contractor shall present the
Subcontractor's claim to the Client or other responsible party provided the
Subcontractor presents to Contractor competent supporting evidence and in sufficient
time for the Contractor to do so. The Subcontractor shall cooperate fully with the
Contractor in any and all steps the Contractor takes in connection with prosecuting such
a claim and shall hold harmless and reimburse the Contractor for all expenses,
including legal expenses, incurred by the Contractor which arise out of the Contractor's
submission of the Subcontractor's claims to the Client or other responsible party(ies).
The Subcontractor shall be bound by any adjudication or award in any action or
proceeding resolving such a claim.
IX. Payment Method. Payment shall be made by the Contractor to the Subcontractor
as follows: (choose one)
☐ - Immediately upon completion of the Services to the satisfaction of the
Contractor.
☐ - Within ____ business days after completion of the Services to the satisfaction
of the Contractor.
☐ - Shall be paid on a ☐ weekly ☐ monthly ☐ quarterly ☐ other
______________________ basis. If the Subcontractor completes the Services to

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the satisfaction of the Contractor, before the full amount or balance has been
fully paid, any remaining amount shall be payable immediately.
☐ - Other: ________________________________________________________
Satisfaction of the completed Services by the Subcontractor shall be completed within a
reasonable time period. “Satisfaction” shall be a determination, in good faith, made by
the Contractor and in accordance with commonly accepted industry standards.
If the Contractor, Client, or other responsible party delays in making any payment to the
Contractor, from which payment to Subcontractor is to be made, Contractor and its
sureties shall have a reasonable time to make payment to Subcontractor. “Reasonable
time” shall be determined in relation to relevant circumstances, but shall in no event be
less time than required for Contractor, Contractor’s sureties, and Subcontractor to
pursue a conclusion to their legal remedies against the Client or other responsible party
to obtain payment, including, but not limited to, mechanics’ lien remedies.
X. Subcontracting. The Subcontractor shall have: (choose one)
☐ - Right to Subcontracting: Subcontractor may subcontract, either part or
in whole, the Services authorized under this Agreement. The Subcontractor
shall be required to obtain a written agreement from each subcontractor that
is the same or comparable to the following Sections of this Agreement and to
be approved, in writing, by the Contractor.
☐ - No Right to Subcontracting: Subcontractor may not subcontract, either
part or in whole, the Services authorized under this Agreement.
XI. Assignment. Subcontractor ☐ shall ☐ shall not have the right to assign any rights
under this Agreement or any part of the Services issued herein. Subject to the
foregoing, this Agreement shall be binding upon the parties’ heirs, executors,
successors and assigns.
XII. Insurance. The Contractor ☐ shall ☐ shall not require the Subcontractor, along
with each of its subcontractors, to have insurance set forth in this Section under the
following terms and conditions before commencing Services:
A.) Coverage Types: (choose all that apply)
☐ - General Liability Insurance: Subcontractor shall carry minimum primary
General Liability Insurance for the following amounts:
a.) $___________________ Combined Single Limit: Bodily Injury +
Property Damage;
b.) $___________________ Personal Liability Injury;
c.) $___________________ Aggregate for Products-Completed
Operations; and
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d.) $___________________ General Aggregate (This shall apply
separately to the Services provided by the Subcontractor).
☐ - Vehicle Liability Insurance: $___________________ minimum required
insurance policy on all owned, hired, and non-owned vehicles of the
Subcontractor for combined single limit liability for each accident affecting
incurring bodily injury and/or property damage.
☐ - Excess Liability Insurance: $___________________ minimum required
insurance policy for anything other than General Liability or Automobile
coverage.
☐ - Additional Insurance Requirement: Client, Contractor, and any other
entity which the Contractor is required to name as an additional insured under
the Prime Contract shall be named as additional insureds under the General
Liability Insurance required by this Section and any such insurance afforded
to the additional insureds shall apply as primary insurance. Any other
insurance maintained by the Client or Contractor shall be excess insurance
and shall not be called upon to contribute to Subcontractor’s primary or
excess insurance carrier’s duty to defend or indemnify unless required by law.
The excess insurance required above shall also afford additional insured
protection to Client and Contractor. This Section shall in no event be
construed to require that additional insured insurance coverage be provided
to a greater extent than permitted under the statutes or public policy governed
under State law.
B.) Certificates of Insurance. Certificates of insurance, and the required
additional insured and other endorsements, including waivers of subrogation
shall be furnished to Contractor before the performance of any Services.
C.) Maintenance/Cancellation of Insurance. There will be no cancellation or
reduction of coverage of any required insurance without thirty (30) days’
written notice to the Contractor. Such notice may be sent by the
Subcontractor’s insurance carrier, insurance broker, or the Subcontractor.
D.) Waiver of Subrogation. Subcontractor waives all rights against Contractor,
Client, other subcontractors, and their agents.
E.) Exclusions. The above insurance coverages are operations by or on behalf
of the Subcontractor providing insurance for bodily injury, personal injury, and
property damage for the limits of liability indicated, including but not limited to,
coverage for (1) the premises and operations; (2) products and completed
operations; (3) contractual liability; (4) construction means, methods,
techniques, sequences, and procedures, including safety and field
supervision. Such coverage shall not be subject to any of the following limiting
or exclusionary endorsements: subsidence or earth movement, prior acts or
work, action over – precluding indemnity for passive acts of Contractor

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contributing to injury of a Subcontractor’s employee, contractual limitation –
eliminating cover for assumed liability, supervisory or inspection service
limitation, insured vs insured cross suits, clauses terminating coverage after a
specific period of time, residential or habitational limitation if the Services
include residential or habitational work, classification limitation voiding
coverage for work not specified, defense inside limits provision, and subsubcontractor insurance coverage exclusions for failure to satisfy coverage
conditions.
XIII. Resolution of Disputes. If a dispute arises concerning the provisions of this
Agreement or the performance of any of the parties mentioned, the parties hereby
agree to settle the dispute by equally paying for one of the following: (choose one)
☐ - Binding Arbitration as regulated under the laws in the State where the
Services are being performed. The parties agree to accept the final decision
made by the Arbitrator.
☐ - Non-Binding Arbitration as regulated under the laws in the State where the
Services are being performed. The parties have the right to not accept the
decision of the arbitrator; in such event, the dispute shall be solved by litigation.
☐ - Mediation as regulated under the laws in the State where the Services are
being performed. The parties agree to enter into negotiations, in good faith, and
through a neutral mediator in an attempted to resolve the dispute. If a resolution
to the dispute cannot be made by mediation, the parties agree to enter into ☐
binding arbitration ☐ litigation.
If the parties have a dispute, regardless of which of the above are checked, the
Contractor may, before, during, or after any arbitration or mediation, take any steps
required by law to preserve or secure any lien on the property to enforce payment of
monies due. Specifically, the Contractor may record one or more lien certificates in the
appropriate Registry of Deeds and may commence legal action to enforce and preserve
any lien as provided under State law.
Completion, as determined under this Section, may be changed if the Services cannot
begin or end due to circumstances beyond the control of the Contractor, including but
not limited to, lack of readiness of the Location, unavailability of building materials, or
any other issues considered outside the control of the parties in this Agreement.
XIV. Termination. During the course of this Agreement: (choose one)
☐ - No Rights to Terminate: No party has the right to terminate this Agreement
unless mutually agreed upon in writing by Contractor and Subcontractor.
☐ - Contractor ONLY Has the Option to Terminate: Contractor may, at any
time and for any reason, terminate Subcontractor’s Services hereunder at the
Contractor’s convenience with at least ____ business day(s) notice. In the event
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of termination for convenience, Subcontractor shall recover only the actual cost
of work completed to the date of termination, in approved units of work or
percentage of completion, plus ____% of the actual cost of the completed work
for overhead and profit.
☐ - Subcontractor ONLY Has the Option to Terminate: Subcontractor may, at
any time and for any reason, terminate their Services hereunder at the
Subcontractor’s convenience with at least ____ business day(s) written notice to
the Contractor. In the event of termination for convenience, Subcontractor shall
recover only the actual cost of work completed to the date of termination, in
approved units of work or percentage of completion. In such termination,
Subcontractor shall not be entitled to any claim or lien against the Contractor,
Owner or anyone else for any additional compensation or damages.
☐ - Both Parties Have the Option to Terminate: Contractor or Subcontractor
may, at any time and for any reason, terminate this Agreement for convenience
with at least ____ business day(s) notice. In the event of termination for
convenience, Subcontractor shall recover only the actual cost of work completed
to the date of termination in approved units of work or percentage of completion.
XV. Claims. If any claim is made by the Contractor or Subcontractor in connection with
a Change Order or regarding any related issue with this Agreement or the performance
of Services and/or Services to be provided, either party shall have the right to submit
written notice of such claim through certified mail with return receipt. After receipt of a
written claim by either party of this Agreement, the parties shall have ____ business
day(s) to correct the claim prior to seeking a resolution under the instructions in Section
XIII.
XVI. Change Orders. Any alteration or deviation from the Services mentioned or any
other contractual specifications that result in a revision of this Agreement shall be
executed and attached to this Agreement as a change order (“Change Order”).
XVII. Entire Agreement. This Agreement represents the entire agreement between the
Contractor and Subcontractor. This Agreement supersedes any prior written or oral
representations. Subcontractor and its subcontractors, suppliers and/or materialmen are
bound to the Contractor by the prime contract and any contract documents incorporated
therein to the same extent as Contractor is bound to the Client insofar as they related in
any way, directly or indirectly, to the Services provided and covered in this Agreement.
XVIII. Time. Time is of the essence of this Agreement. Subcontractor shall provide the
Contractor with scheduling information in a form acceptable to the Contractor and shall
conform to the Contractor's progress schedules, including any changes made by the
Contractor in the scheduling of Services. Subcontractor shall coordinate its Services
with that of all other contractors, subcontractors, suppliers and/or materialmen so as not
to delay or damage their performance.
XIX. Delays. Should the Subcontractor delay the Contractor, or any other contractors,
subcontractors, suppliers and/or materialmen on the entire project, Subcontractor will
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indemnify the Contractor and hold Contractor harmless for any damages, claims,
demands, liens, stop notices, lawsuits, attorneys' fees, and other costs or liabilities
imposed on the Contractor connected with said delay. Among other remedies for
Subcontractor's delay, the Contractor may supplement the Subcontractor's work and
deduct associated costs at Contractor's election.
XX. Inspection of Services. Subcontractor shall make the Services accessible at all
reasonable times for inspection by the Contractor. Subcontractor shall, at the first
opportunity, inspect all material and equipment delivered to the job site by others to be
used or incorporated in the Subcontractor’s Services and give prompt notice of any
defect therein. Subcontractor assumes full responsibility to protect the work done
hereunder until final acceptance by the Contractor or any authorized third (3 rd) party.
XXI. Labor Relations. Subcontractor shall maintain labor policies in conformity with the
directions of the Contractor and under State laws.
XXII. Indemnification. To the fullest extent permitted by law, Subcontractor shall
defend, indemnify and hold harmless the Client and Contractor along with any of their
agents, employees, or individuals associated with their organization from claims,
demands, causes of actions and liabilities of any kind and nature whatsoever arising out
of or in connection with the Subcontractor’s Services or operations performed under this
Agreement and causes or alleged to be caused, in whole or in part, by any act or
omission of the Subcontractor or anyone employed directly or indirectly by
Subcontractor or on Subcontractor's account related to Subcontractor's Services
hereunder. This indemnification shall extend to claims occurring after this Agreement is
terminated as well as while it is in force. The indemnity shall apply regardless of any
passively negligent act or omission of the Client or Contractor, or their agents or
employees, but Subcontractor shall not be obligated to indemnify any party for claims
arising from the active negligence, sole negligence, or willful misconduct of Client or
Contractor or their agents or employees or arising solely by the designs provided by
such parties. To the extent that State law limits the defense or indemnity obligations of
the Subcontractor either to Contractor or Client, the intent hereunder is to provide the
maximum defense and indemnity obligations allowed by the Subcontractor under the
law. The indemnity set forth in this Section shall not be limited by any insurance
requirement or any other provision of this Agreement.
XXIII. Warranty. Subcontractor warrants to Client and Contractor that any and all
materials and equipment furnished shall be new unless otherwise specified and that all
Services provided under this Agreement will be performed, at a minimum, in
accordance with industry standards. All work not conforming to these requirements,
including substitutions not properly approved and authorized, may be considered
defective. The warranty provided in this Section shall be in addition to and not in
limitation of any other warranty or remedy required by law or by the Prime Contract.
XXIV. Required Licenses. All parties of this Agreement, including but not limited to,
Contractor, Subcontractor, other sub-contractors, and all parties' direct or indirect
employees and agents shall be licensed in accordance with respective State laws
where the individual is performing their trade or service. All individuals under this
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agreement shall be regulated by their respective licensing board which has jurisdiction
to investigate complaints made by any third (3rd) parties.
XXV. Confidentiality. For the purposes of this Agreement, “Confidential Information”
shall mean any information or material that is proprietary to a party or designated as
confidential by such party (“Disclosing Party”) and received by another party (“Receiving
Party”) as a result of this Agreement. Confidential Information may be considered any
information that is conceived, originated, discovered or developed in whole or in part by
the Subcontractor in accordance with providing their Services. Confidential Information
does not include (1) information that is or becomes publicly known without restriction
and without breach of this Agreement or that is employed by the trade at or after the
time the Receiving Party first learns of such information; (2) generic information or
knowledge which the Receiving Party would have learned in the course of similar
employment or work elsewhere in the trade; (3) information the Receiving Party lawfully
receives from a third (3rd) party without restriction of disclosure and without breach of a
nondisclosure obligation; (4) information the Receiving Party rightfully knew prior to
receiving such information from the Disclosing Party to the extent such knowledge was
not subject to restrictions of further disclosure; or (5) information the Receiving Party
develops independent of any information originating from the Disclosing Party.
A.) Prime Confidential Information. The following shall constitute Confidential
Information of the Contractor and should not be disclosed to third (3 rd) parties:
the deliverables, discoveries, ideas, concepts, software [in various stages of
development], designs, drawings, specifications, techniques, models, data,
source code, source files, object code, documentation, diagrams, flow charts,
research, development, processes, procedures, “know-how”, marketing
techniques and materials, marketing and development plans, customer
names and other information related to customers, price lists, pricing policies
and financial information, this Agreement and the existence of this
Agreement, the relationship between the Contractor and Subcontractor, and
any details of the Service under this Agreement. Subcontractor agrees not to
use or reference the Contractor and/or their names, likenesses, or logos
(“Identity”). Subcontractor will not use or reference Contractor or their Identity,
directly or indirectly, in conjunction with any other third (3 rd) parties.
B.) Non-Disclosure. The parties hereby agree that during the term hereof, and
at all times thereafter, and except as specifically permitted herein or in a
separate writing signed by the Disclosing Party, the Receiving Party shall not
use, commercialize or disclose Confidential Information to any person or
entity. Upon termination, or at any time upon the request of the Disclosing
Party, the Receiving Party shall return to the Disclosing Party all Confidential
Information, including all notes, data, reference materials, sketches, drawings,
memorandums, documentation and records which in any way incorporate
Confidential Information.
C.) Right to Disclose. With respect to any information, knowledge, or data
disclosed to the Contractor by the Subcontractor, the Subcontractor warrants
that the Subcontractor has full and unrestricted right to disclose the same
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without incurring legal liability to others, and that the Contractor shall have the
full and unrestricted rights to use and publish the same as it may see fit. Any
restrictions on Contractor’s use of information, knowledge, or data disclosed
by Subcontractor must be made known to Contractor.
XXVI. Notices. All notices under this Agreement shall be in writing and sent to the
address of the recipient specified herein. Any such notice may be delivered by hand, by
overnight courier, certified mail with return receipt, or first class pre-paid letter, and will
be deemed to have been received (1) if delivered by hand – at the time of delivery; (2) if
delivered by overnight courier – 24 hours after the date of delivery to courier with
evidence from the courier; (3) if delivered by certified mail with return receipt – the date
as verified on the return receipt; (4) if delivered by first class mail – three (3) business
days after the date of mailing.
XXVII. Injunctive Relief. Subcontractor acknowledges it would be difficult to fully
compensate the Client and/or Contractor for damages resulting from any breach of this
Agreement. Accordingly, in the event of any breach of this Agreement, the Client and/or
Contractor shall be entitled to temporary and/or permanent injunctive relief to enforce
such provisions.
XXVIII. Severability. If any term, covenant, condition, or provision of this Agreement is
held by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remainder of the provisions shall remain in full force and effect and shall in no way be
affected, impaired, or invalidated.
XXIX. Independent Contractor. No term, covenant, condition, or provision of this
Agreement shall be considered to create an employer and employee relationship, a
master-servant relationship, or a principal and agent relationship between
Subcontractor and/or any of the Subcontractor's employees and the Contractor or
Client. All parties to this Agreement attest that the relationship between the Contractor
and Subcontractor shall be recognized as the Subcontractor acting as an independent
contractor.
XXX. Force Majeure. Neither party shall be liable for any failure to perform under this
Agreement when such failure is due to causes beyond that party’s reasonable control,
including, but not limited to, acts of State or governmental authorities, acts of terrorism,
natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of
energy. In the event of such delay, any date stated herein shall be extended by a period
of time necessary by both Contractor and Subcontractor. If the delay remains in effect
for a period more than thirty (30) days, Contractor has the right to terminate this
Agreement upon written notice to the Subcontractor.
XXXI. Governing Law. This Agreement shall be governed under the laws in the State
of ______________________.
XXXII. Attachments. The Contractor may attach any plans, schematics, drawings,
details, or other information to assist the Subcontractor with the aforementioned
Services. Any attachment made shall be made part of this entire Agreement.
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XXXIII. Additional Provisions. ____________________________________________
______________________________________________________________________
______________________________________________________________________

IN WITNESS WHEREOF, this Agreement was signed by the parties under the hands of
their duly authorized officers and made effective as of the undersigned date.
Contractor’s Signature __________________________ Date ________________
Print Name ____________________________
Company Name ____________________________
Subcontractor’s Signature __________________________ Date ________________
Print Name ____________________________
Company Name ____________________________

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