Subcontractor Agreement

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									This is an agreement between a general contractor and a subcontractor for construction
services. This agreement covers what services are to be performed, the materials to be
used, the rate, the term of the relationship, and the scheduling of the work. In addition,
this agreement provides the territory that the subcontractor will cover under “Schedule
1.1” of the agreement. This agreement can be used between contractors and
subcontractors for construction services.
       THIS AGREEMENT made effective this _______ day of ______________, 20____
(the “Effective Date”) by and between ______________________________ (the “Contractor”)
and _______________________ (the “Subcontractor”), with reference to the following facts:


      WHEREAS, the Contractor operates a contracting services business in
_________________________; and

       WHEREAS, the Contractor and the Subcontractor wish to contract with each other to
perform certain work;

       NOW THEREFORE, in consideration of the mutual covenants, warranties and
representations contained herein, the parties hereby agree as follows:


1.1 Appointment as Exclusive Contractor

Subject to the condition that each of the parties hereto and their agents and sub-contractors shall
at all material times have the necessary qualifications, each party (the “Contracting Party”)
agrees to use and contract exclusively with the other party (the “Contracted Party”) for the
specific purpose of this subcontracting agreement by the Contracting Party as in the area
specifically described in Schedule “1.1” hereto (the “Territory”) for the period set out in clause
1.3 below and subject to the terms and conditions set forth.

1.2 Subcontractor Responsibilities

The Contracted Party shall undertake and complete in a timely and good and workmanlike
manner the following tasks:
[Describe here in detail the services that the sub-contractor is to undertake]
______________ to the same extent and in the same manner as if the Contracting Party had
contracted services thereon independently. The Contracted Party shall maintain at a minimum a
standard commercial public liability and property damage insurance with a
____________________ ($____________) Dollar coverage limit and having the Contracting
Party as an additional insured together with all other required workers compensation insurance

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coverage and any other insurance as may be reasonably required by the particular customer.

1.3 Term

The term of this Agreement shall be for a period of _____________ (___) years commencing
from the date hereof and ending on the _____ day of _____________, 20_______, unless
terminated at an earlier date pursuant to paragraph 1.4 hereof.

1.4 Termination of the Agreement

This Agreement shall be terminated prior to the end of the term and the parties hereto relieved of
any further obligations hereunder under the following circumstances:

       (a)     where an execution or any other process of any court shall become enforceable
               against one party or a distress or analogous process shall be levied upon the
               property of one party or any part thereof, then in either event the other party, at its
               sole option, may terminate this agreement;

       (b)     where one party shall become insolvent or commit an act of bankruptcy, or make
               an assignment in bankruptcy or a bulk sale of its assets or a bankruptcy petition
               shall be filed or presented against a party and not be bona fide opposed by such
               party, the other party, at its sole option, may terminate this Agreement;
       (c)     either party may terminate this Agreement where the other has ceased to carry on
               the business contemplated by this Agreement and as was being carried on as of
               the date hereof;


2.1 The Contracted Party shall perform all of the services on the same pricing and payment terms
    as it would for its major and preferred customers.

2.2 The Contracting Party shall pay all amounts owing to the Contracted Party within thirty (30)
    days of receipt of invoicing and all overdue accounts shall be subject to interest at the rate of
    ___________ (____ %) per month from and after the date of the invoice in respect of which
    payment is overdue.

2.3 In the event that a party (in this section called the “Defaulting Party”) fails to grant to the
    other party any contract which, pursuant to the terms of this agreement the Defaulting Party
    was obligated to grant to the other party, then in addition to any other rights and remedies the
    other party may have herein or at law or in equity, the Defaulting Party shall pay to the other
    party as liquidated damages and not as a penalty an amount equal to _______ (____%)
    percent of the value of such contract. It is acknowledged and agreed that this amount is
    calculated to be a reasonable estimate of the profits that will be lost by the other party.

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3.1 This Agreement shall be governed by and interpreted according to the laws of the State of -

3.2 The Contracted Party’s liability shall be strictly limited to the value of the services agreed to
    be performed and, for greater certainty, the Contracted Party shall not be liable for any
    general, special, incidental or consequential damages including, but not limited to, property
    and equipment damage, loss of production, loss of profits, loss of revenue, or any other
    business or economic disadvantage suffered by either the Contracting Party or the customer
    on account of any default or negligence of the Contracted Party. The Contracting Party shall
    ensure that all service contracts entered into with a customer provides for a limitation of
    liability in accordance herewith and agrees to indemnify and save the Contracted Party
    harmless from any claims or judgments brought or made against it in contravention or excess

3.3 This Agreement may not be assigned or transferred by either party without the express
    written consent of the other party, which consent may be withheld in the discretion of the
    consenting party.

3.4 This Agreement and the schedules referred to herein constitute the entire agreement between
    the parties and supersede all prior agreements, representations, warranties, statements, and
    understandings, whether oral or written, express or implied, with respect to the subject matter
    hereof. The parties further acknowledge and agree that, in entering into this Agreement, they
    have not in any way relied, and will not in any way rely upon any oral or written agreements,
    representations, warranties, statements, promises, information, arrangements or
    understandings, express or implied, not specifically set forth in this Agreement or in such
    schedules, documents or instruments.

3.5 Each provision of this Agreement is intended to be severable. If any provision hereof is
    illegal or invalid, such illegality or invalidity shall not affect the validity of the remainder

3.6 This Agreement shall be binding upon and ensure to the benefit of the parties and their
    respective heirs, administrators, executors, successors and permitted assigns. Nothing herein,
    express or implied, is intended to confer upon any person, other than the parties and their
    respective heirs, administrators, executors, successors and permitted assigns, any rights,
    remedies, obligations or liabilities under or by reason of this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement.

(CONTRACTOR)                                (SUBCONTRACTOR)
Per:                                        Per:

Name:                                       Name:
Title:                                      Title:

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                                SCHEDULE “1.1”


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