This is an agreement between a general contractor and a subcontractor for construction
services. This agreement covers what services are to be performed, compensation
rates, warranties, the term of the relationship, and the scheduling of the work. This
document contains numerous standard provisions that are commonly included in these
types of agreements, and may be customized to fit the specific needs of the contracting
parties. This agreement can be used between contractors and subcontractors for
This Subcontractor Contract (this “Contract”) is hereby entered into on this _________
day of ____________, ______ (the “Effective Date”) by and between ____________________
(the “Contractor”) and __________________________________ (the “Subcontractor”).
The Contract Documents shall be comprised of the following: the Construction Contract,
Conditions of the Contract, Addenda, Drawings, Photos or other visual representations of the
proposed work, and attached written Modifications to this Contract, properly executed.
Pursuant to the terms of this Contract, Subcontractor shall be considered an independent
contractor. Subcontractor shall furnish all necessary tools, supplies, materials, labor, and
supervision for project completion and all associated work (the “Subcontract Work”).
Contractor agrees to pay Subcontractor the amount of ____________________________
dollars ($__), for the labor and materials necessary for Subcontract Work completion. Payment
shall be dependent on satisfactory Subcontract Work completion per the terms of this Contract.
Payment shall be made pursuant to the following payment schedule:
SCHEDULE AND TIME OF PERFORMANCE
Subcontractor shall begin the Subcontract Work on ___________________ and shall
complete Subcontract Work by _________________________________.
As this project is time sensitive, Subcontractor shall be assessed a fee of
_________________ dollars ($__) per day that Subcontract Work is not completed after the final
deadline of _________________________, unless Contractor consents to a specified extension.
Additional damages shall be assessed and liquidated damages shall be deducted from the total
payment amount due to Subcontractor under the payment schedule specified in this Contract.
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Subcontractor shall observe the following schedule for Subcontract Work completion,
with various project stages to be completed on the following specified dates.
The entire project and all Subcontract Work shall be completed on or before the final
deadline of _______________________________________________.
CHANGES TO THE WORK
All changes or modifications to the Subcontract Work ordered by Contractor must be
made in writing, with adjustments made to total payment and payment schedule accordingly.
The approval of both parties shall be required for substantial project changes such as the date of
completion, project price, and substantive modifications to the Subcontract Work, and
notification of these changes must be made in a timely manner.
If any such changes require additional expense to Subcontractor, Subcontractor must
make a claim for increase in payment, in writing, to Contractor, in a timely manner. Contractor
must approve any claim for increase in writing prior to any changes to the Subcontract Work,
project, or schedule.
All communication between Contractor, Subcontractor, Owner, or Architect shall flow
through Contractor. Subcontractor shall make periodic reports as necessary to and required by
Contractor. Periodic reports shall include the timeline of Subcontract Work progress and status
of necessary materials, equipment, and manpower.
Free access to the Subcontract Work and project site shall be granted by Subcontractor to
Contractor, Contractor’s Representative, the designated agents of Contractor, Contractor’s
Representative, and all necessary public authorities.
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Subcontractor hereby warranties that the Subcontract Work performed and the
Subcontract Work completed shall meet the standards set forth and agreed upon by
Subcontractor and Contractor. Subcontractor agrees to fix and otherwise remedy any defects
found by Contractor in the Subcontract Work within
____________________________________ [specify time period] at Subcontractor’s cost. This
includes defects caused by natural phenomena such as ________________________ [specify
relevant phenomena for the project/geographical area].
Subcontractor is only responsible for damage resulting to the Subcontract Work from
normal wear and tear and normal and reasonable use. Damage resulting from use that is overly
destructive or dangerous shall not fall under this warranty.
INDEMNIFICATION AND LIMITATIONS ON LIABILITY
Contractor agrees to hold harmless, indemnify, and defend Subcontractor and its agents,
affiliates, partners, officers, and stockholders against any and all claims, losses, liabilities,
damages, and expenses, including legal fees, fines, judgments, and settlement amounts made in
connection with, or arising from errors in any representation or warranty made by Contractor
under this Contract, any breach of this Contract by Contractor, or any omission or negligent act
by Contractor in connection with this Contract, provided that such negligent act, omission, or
error was not done at the direction of Subcontractor.
Subcontractor agrees to hold harmless, indemnify, and defend Contractor and its and its
agents, affiliates, partners, officers, and stockholders against any and all claims, losses,
liabilities, damages, and expenses, including legal fees, fines, judgments, and settlement amounts
made in connection with, or arising from errors in any representation or warranty made by
Subcontractor under this Contract, any breach of this Contract by Subcontractor, or any omission
or negligent act by Subcontractor in connection with this Contract, provided that such negligent
act, omission, or error was not done at the direction of Contractor.
Contractor shall be responsible for maintaining full insurance coverage on the
Subcontract Work site in both Contractor’s and Subcontractor’s names.
Subcontractor shall be responsible for insurance to protect against any property damage,
bodily injury, death, or other claims for damages that may result from the commission of the
LICENSES AND PERMITS
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Subcontractor shall be responsible for obtaining the necessary permits and licenses to
fulfill the Subcontract Work as specified in this Contract.
Subcontractor is responsible for maintaining proper work, safety, and environmental
protection standards. Subcontractor agrees to hold Contractor harmless for all fines from federal,
state, local agencies, and regulators. Subcontractor shall work in compliance with all standards
required by the EPA, OSHA, and other applicable federal agencies. Subcontractor shall be
responsible for paying all fines and judgments levied by these agencies resultant from the
performance of this Contract.
RELATIONSHIP OF PARTIES
The relationship created between Contractor and Subcontractor shall be limited to that of
independent contractors. Neither party shall undertake any actions that would imply or seek to
establish, any partnership, ownership, employment, joint venture, or trust relationship between
the parties, except by amendment to this Contract.
Any dispute or claim related to or arising from this Contract, its performance, breach,
interpretation, validity, or enforceability, shall be exclusively resolved by final, binding
arbitration before the American Arbitration Association (AAA), utilizing AAA Commercial
The arbitrator shall be selected using AAA procedures. The Arbitrator shall render a
written decision within thirty calendar days of the hearing. The arbitrator shall not award
attorneys’ fees or punitive, incidental, consequential, treble, or other multiple or exemplary
damages, and the parties hereby agree to waive and not seek such damages.
Awards shall be final, binding, and non-appealable, with the exception of the grounds for
appeal guaranteed by the Federal Arbitration Act and applicable laws. All awards may be filed
with one or more courts, state, federal, or foreign having jurisdiction over the party against
whom such award is rendered or its property, as a basis of judgment and of the issuance of
execution for its collection.
If judgment is required to enforce the contents of this Contract or remedy any breach
thereof, the non-prevailing party shall pay court costs and attorneys’ fees.
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Both Contractor and Subcontractor are expressly prohibited from assigning this Contract
or any rights or interest flowing herefrom. Assignment shall only occur with the express written
consent of both parties.
This Contract shall be interpreted and enforced under the laws of the State of
_______________________, without regard to conflict of laws principles.
This Contract, and all exhibits hereto, along with any other documents or contracts
expressly referred to herein, constitute the entire agreement between the parties with respect to
the subject matter hereof. This Contract supersedes all previous contracts between the parties
with respect to the subject matter hereof. There are no contracts, representations, or warranties
between or among the parties other than those set forth in this Contract or in the documents or
contracts referred to herein.
No amendment, modification, or supplement to this Contract shall be binding on any of
the parties unless it is in writing and signed by the parties in interest at the time the amendment,
modification, or supplement is made.
IN WITNESS WHEREOF, the parties hereto execute this Contract as of the Effective
Authorized Signature Authorized Signature
Name and Title Name and Title
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