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Enter the full legal name of this party exactly as it appears on their ID or business registration.
Enter the full legal name of this party exactly as it appears on their ID or business registration.
A Subcontractor Agreement governs the relationship between a general contractor or prime contractor and a subcontractor engaged to perform a defined scope of specialized work on a project. Unlike a simple service agreement, this form incorporates flow-down provisions from the prime contract, lien waiver requirements, insurance and bonding obligations, pay-when-paid clauses, change order procedures, and back-charge rights for corrective work. The single most important document in construction and project management to prevent cost overruns and disputes. Fill out this free subcontractor agreement template online, e-sign it digitally, and download a legally valid PDF. no account or lawyer needed. Sections: Parties, Project & Terms.
This Subcontractor Agreement (the "Subcontract") is entered into as of ______________ by and between ______________, located at ______________ ("General Contractor" or "GC"), and ______________, located at ______________ ("Subcontractor"), for the project known as ______________ located at ______________ (the "Project").
Subcontractor shall furnish all labor, materials, equipment, tools, supervision, and incidentals necessary to complete the following work (the "Work"): ______________. The Work shall be performed in strict accordance with the Contract Documents (as defined below), all applicable codes, ordinances, and regulations, and the highest standards of the applicable trade.
The "Contract Documents" include: (a) this Subcontract; (b) all plans, drawings, and specifications provided by GC or the Project owner; (c) any addenda, bulletins, or modifications issued in writing by GC; and (d) all applicable provisions of the prime contract between GC and the Project owner that are applicable to the Work. In case of conflict, this Subcontract controls as between GC and Subcontractor.
GC shall pay Subcontractor the total sum of $0.00 (the "Subcontract Price") for complete performance of the Work, subject to additions or deductions by change order as provided herein.
Payment shall be made as follows: ______________. All invoices shall be submitted in the form required by GC and shall include a sworn statement of amounts due to all sub-subcontractors and material suppliers. Submission of an invoice constitutes Subcontractor's representation that all lower-tier subcontractors and suppliers have been paid all amounts due for work included in prior invoices.
To the extent permitted by applicable law, GC's obligation to make any payment to Subcontractor is expressly conditioned upon GC's receipt of the corresponding payment from the Project owner for work performed by Subcontractor. If the Project owner fails to pay GC for any reason, GC's obligation to pay Subcontractor for that portion of the Work shall be suspended until GC receives payment. This pay-when-paid provision shall not delay payment beyond 60 days from Subcontractor's submission of a complete and undisputed invoice.
Subcontractor shall commence the Work on ______________ and shall complete the Work in accordance with GC's project schedule. Subcontractor shall achieve final completion of the Work no later than ______________. Time is of the essence. Subcontractor shall promptly notify GC of any actual or anticipated delay and its cause, and shall cooperate with GC in mitigating the impact of any delay on the Project schedule.
No change in the scope, price, or schedule of the Work shall be valid or binding unless approved in writing by GC through a written change order signed by an authorized GC representative. Subcontractor's obligation to perform changed work shall not be contingent upon receipt of additional compensation; Subcontractor shall proceed with changed work upon GC's written direction and submit a change order request within 7 days. Failure to timely submit a change order request constitutes a waiver of any claim for additional compensation or time.
Subcontractor shall maintain, at its own expense, throughout the performance of this Subcontract: (a) Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate; (b) Workers' Compensation insurance as required by applicable law; (c) Employer's Liability insurance with limits of not less than $500,000; and (d) Automobile Liability insurance with limits of not less than $1,000,000 combined single limit. Subcontractor shall name GC and the Project owner as additional insureds on the CGL policy. Subcontractor shall provide certificates of insurance evidencing such coverage prior to commencing Work and upon renewal.
To the fullest extent permitted by applicable law, Subcontractor shall indemnify, defend (with counsel reasonably acceptable to GC), and hold harmless GC, the Project owner, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or resulting from: (a) Subcontractor's performance of, or failure to perform, the Work; (b) any bodily injury or property damage caused by Subcontractor, its employees, agents, or lower-tier subcontractors; or (c) any breach of this Subcontract by Subcontractor.
As a condition of each payment, Subcontractor shall execute and deliver to GC a conditional lien waiver covering work included in the current invoice. Prior to final payment, Subcontractor shall execute and deliver unconditional lien waivers from Subcontractor and all lower-tier subcontractors and material suppliers covering all Work. Subcontractor shall ensure that no liens, claims, or stop notices are filed against the Project or the owner's property arising from Subcontractor's Work.
Subcontractor shall promptly correct any Work that is defective, not in conformance with the Contract Documents, or otherwise rejected by GC or the Project owner. If Subcontractor fails to correct defective Work within 5 business days of written notice (or immediately in the event of an emergency), GC may, at its option and without waiving any other remedy, correct such Work and back-charge all costs incurred, including overhead and management time, to Subcontractor.
GC may terminate this Subcontract for convenience at any time upon 3 days' written notice. In the event of such termination, Subcontractor shall be entitled to payment for Work properly completed through the termination date, plus reasonable documented demobilization costs, but shall not be entitled to anticipated profits on unperformed Work.
GC may terminate this Subcontract immediately for cause if Subcontractor: (a) fails to prosecute the Work with adequate workforce or materials; (b) fails to correct defective Work after notice; (c) becomes insolvent or files for bankruptcy protection; or (d) otherwise materially breaches this Subcontract. In the event of termination for cause, GC shall have the right to finish the Work using other forces and to charge all excess costs to Subcontractor.
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.