This agreement is made between a contractor, and a client for the purposes of the
contractor completing one specific project for the client. The agreement provides for a
completion date of the project as well as standard provisions such as fees, termination
and insurance. This document in its draft form contains numerous of the standard
clauses commonly used in these types of agreements, as well as optional language to
allow for customization to ensure the specific terms of the parties’ agreement are
addressed. This agreement is most useful for persons or entities wanting to hire a
contractor for a construction project.
CONTRACTOR AGREEMENT FOR CONSTRUCTION PROJECT
THIS AGREEMENT (the “Agreement”), made this ____ day of ____________, 2___
[Instruction: Insert Agreement date.] by and between __________________ [Instruction:
contractor name.] (the “Contractor”) and __________________ [Instruction: Insert client
name.] (the “Client”).
WHEREAS the Contractor is in the business of providing constructions services for
_____________________ [Instruction: Insert brief description of construction services; if
Contractor is licensed, use those services for which it is licensed.];
AND WHEREAS the Client desires to obtain the construction services of the Contractor
for the purposes of _____________________________ [Instruction: Insert brief description
of construction services; more detailed description will be attached.] (the “Project”);
AND WHEREAS the Contractor and the Client wish to enter into this Agreement to
provide for the terms and conditions in respect to the construction services to be carried out by
the Contractor for the Project.
IN CONSIDERATION of the promises and the mutual covenants and agreements
contained in this Agreement and other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged by each party), the parties hereby covenant and
agree as follows:
1. The Contractor shall perform the construction services to complete the Project at the
premises municipally known as ______________________ [Instruction: Insert
property address, including any apartment number.] (the “Premises”).
2. The Contractor shall supply all labor, material and equipment required to complete the
3. The Project shall be completed by the Contractor in accordance with the Client’s
specifications contained on SCHEDULE “A” annexed hereto, subject to any alterations or
deletions by the Client from time to time. No alterations to the Project’s specifications
shall be changed by the Contractor at any time without first obtaining the written consent
of the Client.
4. The Contractor shall perform the construction services for the Project at the Premises in a
professional and workman like manner and shall perform all construction services in
accordance with industry standards and all applicable laws and regulations.
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5. The Contractor shall ensure that at all times that the Contractor and any of its employees
or sub-contractors adhere to the Client’s safety standards and the safety standards that are
in full force and effect in the governing jurisdiction.
6. The Client shall ensure that all work permits or other approvals that are required to be
obtained by the Client prior to the Contractor commencing the construction services for
the Project have been obtained from the relevant governmental or municipal authorities
or agencies or any other authority or governing body. The Contractor shall ensure that all
work permits that are required to be obtained by the Contractor prior to the
commencement of the construction services for the Project have been obtained from the
relevant governmental or municipal authorities or agencies or any other authority or
governing body. [Comment: If the necessary work permits are known at the time of
entering into this Agreement, parties may wish to consider setting forth here which
party is responsible to obtain which permits.]
7. Prior to the completion of the Project, the Client shall have the right to inspect the Project
and request any alterations as the Client may deem necessary. Upon such request by the
Client, the Contractor shall make any and all such alterations.
8. The Contractor, at its sole cost and expense shall do each of the following while
performing the construction work at the Premises for the Project:
(a) remove any and all debris and garbage from the Premises;
(b) limit the amount of loud disruptive activities to such times as the Client may
(c) store any and all equipment in the locations as designated by the Client.
9. The Contractor shall have the right and sole discretion to use any subcontractor for the
completion of any part of the Project. In the event the Contractor uses a subcontractor for
any portion of the completion of the Project, the Contractor shall be solely responsible for
the payment of fees to the subcontractor for the work performed by such subcontractor.
10. The Contractor shall be solely responsible for the payment of all wages for any of the
Contractor’s employees and shall be responsible for the remittance of any and all taxes
and statutory deductions as applicable by the laws of the governing jurisdiction.
11. Contractor has the sole right to control and direct the means, manner and method by
which the construction services required by this Agreement will be performed.
12. The Contractor and the Client have agreed that the fees payable for the completion of the
Project as more fully described on SCHEDULE “A” is the sum of _______________
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($_______) [Instruction: Insert amount of money due Contractor.] United States
Dollars (the “Fees”). Client hereby acknowledges and agrees that any work done in
addition to that set forth as the Project will incur additional costs, and further, that any
change orders may incur additional costs. Contractor will disclose any such additional
costs at the time of any such work revision or change order requests, and will require that
Client agree in writing to any such additional costs. The Fees shall be paid by the Client
to the Contractor by way of cash, check, certified check, bank draft, money order or
credit card or by such other means as the Client and the Contractor may agree.
13. The Client shall pay to the Contractor a deposit in the amount of ___________ ($______)
[Instruction: Insert deposit amount.] United States Dollars (the “Deposit”) upon
execution of this Agreement to secure the performance of the Contractor for the
construction services for the Project. The Deposit shall be paid by the Client to the
Contractor by way of cash, check, certified check, bank draft, money order or credit card
or by such other means as the Client and the Contractor may agree.
14. The balance of the Fees due and payable to the Contractor in the amount of ___________
($_________) United States Dollars [Instruction: Insert final payment amount.] less
the Deposit, shall be paid by the Client to the Contractor upon completion of the Project
and upon the Client’s inspection and approval of the final work completed for the Project.
The balance of the Fees due and payable shall be paid by the Client within _____ (__)
[Instruction: Insert written number of days, followed by numerical representation of
same, in which Client has to pay balance.] days of the Client inspection and approval
of the completed project.
15. The Term of this Agreement shall commence on the ____ day of _________, 2_____,
[Instruction: Insert work start date.] or at such other date as the Contractor and the
Client in writing may agree, and shall continue for a period of _______ (____)
[Instruction: Insert anticipated timeframe for completion.] weeks/months (the
16. The Project, subject to matters beyond the control of Client or Contractor and subject to
change orders at the request of client, shall be completed by the Contractor by not later
than the ____ day of ______, 2_____ [Instruction: Insert date by which construction
must be completed.] (the “Completion Date”).
17. If the Contractor is delayed at any time in the commencement or progress of its work by
an act or neglect of Client or any architect, or any subcontractor hired specially by Client,
or of an employee of either, or by changes ordered in the Services, or by labor disputes,
fire, unusual delays in deliveries, unavoidable casualties or other causes beyond the
Contractor’s control (including but not limited to acts of God, total or substantial
destruction of the Residence through no fault of Contractor, acts of war, actual or
threatened acts of terrorism, insurrection or hostilities, acts of a public enemy, epidemics
or quarantines or other causes similar to those enumerated) or by delay authorized by
Client’s pending mediation or arbitration or by other causes which the Contractor
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determines may justify delay, then the Completion Date shall be extended by Change
Order for such reasonable time as Contractor may determine.
18. The Contractor acknowledges that it is independent of the Client and shall not at any time
be considered an employee or agent of the Client. The Contractor or its employees or
any subcontractors of the Contractor shall not have the right at any time to be eligible to
participate in any employee pension plan, health plan or other fringe benefit plan of the
19. The Client hereby acknowledges and agrees that the Contractor shall perform all of the
Services contemplated herein independent of the Client’s supervision, being only
responsible for satisfactory completion of the Project.
20. The Client hereby acknowledges and agrees that the Contractor may at times use
subcontractors for part of the Services to be performed, but shall be solely responsible for
supervising the work of any subcontractors, the quality of work such subcontractors
produce and the payment of any such subcontractors. In the event Client requests a
particular subcontractor for any portion of the Services, it shall be Client’s sole obligation
to pay such subcontractor. In such instance, Client shall bear sole responsibility for the
quality of work such subcontractor produces.
21. The Contractor acknowledges and agrees that it shall be solely responsible to pay any and
all incomes taxes while performing the construction services under this Agreement. The
Contractor further acknowledges that the Client will not at any time, withhold any taxes
from the Client’s payments to the Contractor under this Agreement for the purposes of
income tax or any other applicable taxes.
22. The Contractor agrees that it will have in place adequate insurance prior to the
commencement of the construction services and throughout the term of the Project for its
employees, incurring loss or injury as a result of the acts of the Contractor or its
employees or any of its subcontractors.
23. The Contractor shall provide to the Client a copy of such insurance coverage prior to the
commencement of the construction services by the Contractor. The Contractor shall
ensure that such insurance coverage remains in full force and effect throughout the
duration of this Agreement. Upon request at any point during the term of this
Agreement, Contractor shall provide Client with evidence that the insurance coverage
remains in full force and effect.
TERMINATION OF AGREEMENT
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24. The Contractor and the Client hereby agree that either party may terminate this
Agreement on any of the following :
(a) any breach by the Contractor or the Client of any of the terms or conditions of this
(b) in the event the Client fails to pay to the Contractor any of the Fees contemplated by
this Agreement; or
(c) upon either party providing the other with _____ (___) [Instruction: Insert number
of days.] days written notice of its intention to terminate this Agreement.
25. Upon the termination of this Agreement the Client shall pay to the Contractor any and all
amounts due and owing for the construction services performed prior to the date of
26. The objectives of this Article are to attempt to resolve all disputes arising between the
parties as fairly, efficiently and cost effectively as possible. The parties may agree to
vary the provisions of this Article, as they consider appropriate in order to respond with
flexibility to any unique aspects of a dispute. Otherwise, the provisions of this Article
(i) A notice of a dispute by a party must be delivered to the other party in accordance
with the notice provisions of this Agreement. Within ten (10) days after delivery
of a notice of dispute, the receiving party shall deliver a response to the first party.
The notice of dispute and response shall include a statement of that party’s
position and a summary of the arguments supporting that position. As soon as
possible after the response has been given, a representative of each of the parties
to the dispute, who shall have full authority to settle the dispute, shall meet at
mutually acceptable times and places as often as they consider necessary, to make
efforts in good faith to resolve the dispute by amicable negotiations, within
______ (____) [Instruction: Insert number of days.] after the response was
given. Each party shall provide to each other any information and documents
relating to the dispute reasonably requested by the other party. Each party shall
provide frank, candid and timely disclosure of all relevant facts, information and
documents to facilitate the negotiations and the settlement of the dispute. The
negotiations shall be construed as settlement discussions, shall be confidential and
shall be conducted on a “without prejudice” basis. If one of the parties refuses or
neglects to participate in the amicable negotiations, the other party may refer the
dispute immediately to arbitration.
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(ii) If a dispute is not resolved pursuant to Paragraph 26(i) 26within the negotiation
period or if either party neglects or refuses to participate in the amicable
negotiations such dispute shall be submitted to arbitration in accordance with the
provisions of the arbitration rules of the governing jurisdiction.
(iii) Any arbitration hereunder shall be held in ___________ [Instruction: Enter city
and state.] unless the parties otherwise agree.
(iv) The law to be applied in connection with the arbitration shall be the law of
______________, [Instruction: Enter state.] excluding its conflict of law rules.
(v) The arbitration shall be governed by the Arbitration Rules of the governing
jurisdiction. It shall be a condition precedent to the bringing of any legal
proceedings with respect to a dispute, that the parties shall have concluded the
arbitration process in accordance with the provisions of the arbitration rules of the
(vi) The costs of arbitration shall be borne by the losing party.
27. This Agreement constitutes the entire agreement between the parties pertaining to the
subject matter hereof and supersede all prior agreements, understandings, negotiations
and discussions, whether oral or written, of the parties and there are no representations,
warranties or other agreements between the parties in connection with the subject matter
hereof except as specifically set forth herein or therein. The parties acknowledge and
agree that they have not relied on any representation, warranty, statement or
understanding, except as expressly provided herein, in entering into this Agreement.
28. This Agreement shall be governed by, and interpreted and enforced in accordance with,
the laws in force in the State of ____________ [Instruction: Enter state.] (excluding any
conflict of laws rule or principle which might refer such construction to the laws of
another jurisdiction). Each party hereto irrevocably attorns to and submits to the non-
exclusive jurisdiction of the Courts of _________, [Instruction: Enter city and state.]
as applicable, with respect to any matter arising hereunder or related hereto.
29. This Agreement may only be amended, modified or supplemented by a written agreement
signed by each party.
30. No waiver of or consent to departure from the requirements of any provision of this
Agreement shall be binding against any party unless the same is in writing and is signed
by such party and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it has been given. No failure on the part
of any party to exercise, and no delay in exercising any right under this Agreement shall
operate as a waiver of such right. No single or partial exercise of any such right shall
preclude any other or further exercise of such right or the exercise of any other right.
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31. Time shall be of the essence of this Agreement and of each of its provisions.
32. Each party agrees to make, execute, deliver or cause to be done, executed and delivered
all such further acts, documents and things as may be reasonably required for the purpose
of giving effect to this Agreement immediately upon the request of another party.
33. This Agreement shall inure to the benefit of and be binding upon the parties hereto and
their respective successors (including by way of amalgamation or statutory arrangement
of a party) and permitted assigns.
34. Any notice or other communication required or permitted to be given hereunder or for the
purposes hereof to any party shall be in writing and shall be sufficiently given if
delivered personally to such party, or if sent by prepaid registered mail or if transmitted
by telecopier to such party:
(a) if to the Company at:
Fax No: (____) _________
(b) if to the Client at:
Fax No: (____) _________
or at such other address as the party to whom such notice is to be given shall have last
notified the party giving such notice. Any notice delivered to the party to whom it is
addressed as provided herein shall be deemed to have been given and received on the day
it is so delivered at such address, provided that if such day is not a business day, then the
notice shall be deemed to have been given and received on the next business bay. Any
notice mailed as provided herein shall be deemed to have been given and received on the
third business day following the date of its mailing provided that no postal strike is then
in effect or comes into effect within two business days after such mailing. Any notice
transmitted by telecopier shall be deemed given and received on the day of its
transmission if such day is a business day and if not on the next business day.
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35. This Agreement may be executed in several counterparts, each of which shall be deemed
to be an original, but all such counterparts together shall constitute one agreement.
36. This Agreement may not be assigned or transferred by the Contractor without the express
written consent of the Client which consent may be withheld in the Client’s sole and
absolute discretion. In the event Client shall sell or enter into a contract of sale for the
sale of the Residence, this Agreement may be assigned or transferred by the Client to the
purchaser of the Residence. In such instance, Client shall remain liable hereunder until
the closing of any such purchase. Upon such purchase, the new owner of the Residence
would be liable hereunder, except with respect to any unpaid charges incurred by Client.
Client would remain liable for any such unpaid charges.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the day
and year first written above.
I have authority to bind the Company.
I have authority to bind the Company.
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