Material Terms and Conditions

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									These Material Terms and Conditions are the rights and the obligations of a general
contractor and a subcontractor when the parties enter into a material subcontractor
agreement. These terms and conditions contain general provisions in respect of the
rights and obligations of the contracting parties as well as terms and conditions which
are unique to the material services to be performed by the subcontractor. This
document is intended to provide standard clauses commonly used material
subcontractor agreements, but the terms can be customized to best fit the needs of the
contracting parties. As drafted these terms contain a subcontractor’s warranty.
                                                                   Material Terms and Conditions



                  MATERIAL TERMS AND CONDITIONS

1.     HAZARDOUS MATERIALS

In the event the Subcontractor encounters any hazardous materials while performing the Work,
the Subcontractor may stop the Work until such time a fee has been negotiated between the
General Contractor and the Subcontractor for the removal of the hazardous materials. Hazardous
materials shall mean any material that because of its quantity, concentration or physical chemical
characteristics may pose a real hazard to human health or the environment. Hazardous materials
shall include, but not be limited to, flammable and combustible material, toxic material,
corrosive material, aerosols, compressed gases, mercury, asbestos, bulk fuels, medical waste and
chemical, biological and radiological materials.

2.     REMOVAL OF DEBRIS

Upon completion of the Work, the Subcontractor agrees that it shall promptly remove all debris
and equipment from the Premises and leave the Premises in a good state of cleanliness.

3.     ARBITRATION

In the event a dispute arises under this Agreement, the General Contractor and the Subcontractor
hereby agree to attempt to resolve such dispute with a mutually agreed upon mediator. Such
mediation shall occur in the City of ______________. Any costs and fees other than attorney
fees shall be shared equally between the General Contractor and the Subcontractor. If it proves
impossible to arrive at a mutually satisfactory solution, the General Contractor and the
Subcontractor hereby agree to submit the dispute to binding arbitration in the same city or
region, conducted on a confidential basis pursuant to the laws of the governing jurisdiction.

Any decision or award as a result of any such arbitration proceeding shall include the assessment
of costs, expenses and reasonable attorney's fees and shall include a written determination of the
arbitrators. An award of arbitration shall be final and binding on the General Contractor and the
Subcontractor and may be confirmed in a court of competent jurisdiction. The prevailing party
shall have the right to collect from the other party its reasonable costs and attorney fees incurred
in enforcing this Agreement.

4.     FEES

In the event the General Contractor fails to make the payment of Fees to the Subcontractor as
contemplated in the Agreement, the Subcontractor shall have the right to cease all Work at the
Premises until such time the General Contractor makes all payments due and owing to the
Subcontractor. In the event the General Contractor fails to make any payment of fees due and
owing to the Subcontractor within ______ (___) days of such payment being due, the
Subcontractor shall have the right to breach the failure of such payment as a material breach of
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the Agreement and shall have the right to terminate the Agreement and not complete the Work
contemplated therein.

5.     COMPLIANCE WITH BUILDING REGULATIONS

The General Contractor agrees that the Subcontractor shall not be held liable or responsible for
the failure by the General Contractor to adhere to any relevant building codes, regulations or
ordinances. The Subcontractor shall not be held responsible or liable for any existing abnormal
or unusual conditions at the Premises.

6.     ADDITIONAL WORK

In the event any additional work required to be done by Subcontractor will be provided by the
Subcontractor upon written authorization of the General Contractor. The Subcontractor and the
General Contractor agree that payment to the Subcontractor of any additional work required to
be done shall be negotiated between the Subcontractor and the General Contractor prior to the
commencement of any additional work by the Subcontractor.

7.     ASSIGNMENT

The General Contractor and the Subcontractor agree that the Subcontractor may/may not assign
any of the Work contemplated herein to a third party with/without the prior written consent of
the other party.

8.     FORCE MAJEURE

Neither the General Contractor nor the Subcontractor is responsible for the failure to fulfil its
obligations under this Agreement or for delay in doing so if such failure or delay is due to
circumstances beyond its control, such as, but not limited to, acts of God, acts of government,
war, riots, strikes, accidents in transportation. The General Contractor and the Subcontractor
agree to immediately provide notice of any such circumstance and hereby undertakes to restore
the status quo as soon as is feasible.

9.     INSURANCE

The General Contractor will maintain at its sole cost and expense, fire insurance in an amount of
not less than ______________ ($______) Dollars. Such insurance coverage shall include
construction, vandalism and malicious mischief clauses. The insurance in place by the General
Contractor will name the General Contractor and its subcontractors as additional insureds under
the policy. In the event the General Contractor fails to obtain and maintain such insurance
coverage for the Work to be performed, the Subcontractor may at its sole option purchase such
insurance at the costs of the General Contractor.

The Subcontractor agrees that it will prior to the commencement of the Work and throughout the
duration of the Work obtain and maintain Worker’s Compensation Insurance for the
Subcontractor’s employees. The Subcontractor shall maintain adequate coverage against any
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claims which may be made against the Subcontractor for Worker’s Compensations,
unemployment insurance and taxes. The Subcontractor must maintain public liability, property
damage and builder’s risk insurance in the aggregate amount of _____________ ($__________)
Dollars for the duration of the Agreement, with the General Contractor.

10.    INDEMNIFICATION

The General Contractor hereby agrees to indemnify and hold the Subcontractor, its affiliates,
successors and assigns and its employees, harmless from and against any and all claims which
may arise out of the General Contractor’s Work at the Premises or from the conduct of the
General Contractor’s business at the Premises. The General Contractor further agrees to
indemnify and hold the Subcontractor, its affiliates, successors and assigns and its employees
harmless from and against any and all claims arising from any breach or default in the
performance of any of the obligations on the General Contractor’s part to be performed under the
terms of this Agreement or arising from any negligence of the General Contractor or any of the
General Contractor’s agents, subcontractors or employees and from and against all costs,
including reasonable attorney fees, expenses and liabilities incurred in the defense of any such
claim or any action or legal proceeding brought thereon.

11.    GOVERNMENTAL COMPLIANCE

The General Contractor shall be liable and responsible for and shall ensure at all times that the
General Contractor and its employees and subcontractors comply will all local, state and federal
laws.

The General Contractor shall at all times while the Work is being performed at the Premises,
ensure that clean drinking water and suitable toilet facilities are available for use.

12.    MATERIAL

The amount Fees payable under this Agreement are subject to increase if the cost of Materials
increases by more than __________ (_____%) percent over the amount quoted to the General
Contractor by the Subcontractor between the date of this Agreement and delivery of such
Materials to the Premises for the Work. In the event of such increases, and upon written
documentation establishing the extent of the increase, the Fees will be equitably adjusted.

13.    SAFETY

At all time while performing the Work, the Subcontractor and any of its employees shall:

       (a) wear hard hats, safety boots or shoes, long pants and shirts; and

       (b) wear safety glasses when performing tasks where the risk of eye injury is probable.
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The Subcontractor agrees to accept responsibility for the prevention of accidents to workers
engaged upon or in the vicinity while performing the masonry services at the Premises. The
Subcontractor agrees to adhere to all federal, state, municipal and local laws, rules, regulation,
codes, standards, notices and requirements concerning safety while performing masonry services
and shall be solely responsible for the training of the Subcontractor’s employees and its sub-
subcontractors employees as required to comply with federal and state statues.

14.      ORDERS FOR MATERIALS

Prior to the beginning of each week/month throughout the duration of the term of the Agreement,
the General Contractor shall provide an estimate of the quantities of the materials it expects to
require for the performance of the Work.

15.      DELIVERY OF MATERIALS

The Subcontractor shall deliver the materials to the General Contractor at the Premises or to the
place or places and by the method directed by the General Contractor to the Subcontractor in
writing.

The General Contractor/Subcontractor will be responsible for the unloading of the materials at
the Premises or to the place or places.

The General Contractor shall accept manufacturing tolerances accepted in the trade and weights
or quantities varying by not more than _____ (___%) percent from the agreement weight or
quantity and shall pay pro rata for the actual weight or quantity delivered.

16.      SUBCONTRACTOR’S WARRANTY

The Subcontractor warrants that upon delivery of the materials to the General Contractor the
materials are sold and provided to the General Contractor with good title.

The Subcontractor does not warrant that the materials provided to the General Contractor are of
satisfactory quality or fit for any particular purpose of or intended use by the General Contractor,
and it is for the General Contractor to satisfy itself that the products are so fit.

The General Contractor agrees that it will examine the materials as soon as reasonably
practicable after delivery by the Subcontractor. The General Contractor agrees to immediately
notify the Subcontractor of any incomplete or failed delivery, loss or damage during carriage or
if the materials fail to comply with Subcontractor’s warranty.
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17.      GENERAL PROVISIONS

The Subcontractor warrants to the General Contractor that the materials to be provided for the
Work will comply with the specifications mutually agreed upon by the parties from time to time,
but does not warrant that the materials to be provided for the Work are suitable for any particular
purpose.

All of the materials to be provided to the General Contractor for the Work will be delivered by
the Subcontractor to the General Contractor pursuant to the agreed upon delivery schedule set
out on Schedule “B”.
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