Subcontractor Agreement - Template, Sample Form Online Pro · US-law
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SUBCONTRACTOR AGREEMENT
State of ________
RECITALS
A. This Subcontractor Agreement (the "Agreement") is made and entered into effective as of ________ (the "Effective Date"), by and between ________ (the "General Contractor"), holding contractor's license number ________, a ________ organized under the laws of the State of ________, with its principal place of business at the following address:
________
and ________ (the "Subcontractor"), holding contractor's license number ________, a ________ organized under the laws of the State of ________, with its principal place of business at the following address:
________
The General Contractor and the Subcontractor are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
B. The General Contractor entered into a written contract dated ________ (the "Original Contract") with ________ (the "Client"), of the following address:
________
C. Under the Original Contract, the General Contractor has agreed to provide the following services to the Client:
________
D. The General Contractor wishes to subcontract a portion of the services contemplated by the Original Contract, and the Subcontractor represents that it is willing, qualified, and duly licensed to provide such services.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
§ I. INCORPORATION OF ORIGINAL CONTRACT.
§ II. DESCRIPTION OF SERVICES.
2. Beginning on ________, the Subcontractor shall furnish all labor, materials, equipment, supervision, and services necessary to provide to the General Contractor the following (collectively, the "Services"):
________
3. The General Contractor will make available to the Subcontractor all plans, specifications, drawings, blueprints, and similar construction documents necessary for the Subcontractor to provide the Services. All such materials shall remain the property of the General Contractor and shall be promptly returned upon completion of the Services.
§ III. WORKSITE.
4. The Subcontractor shall provide all labor for the work described herein at the property of the Client located at the following address (the "Worksite"):
________
5. The Client and the General Contractor will allow reasonable free access to the work areas for the Subcontractor's workers and vehicles and will provide areas for the storage of materials and debris.
6. Driveways shall be kept clear for the movement of vehicles during work hours. The Subcontractor shall make reasonable efforts to protect driveways, lawns, shrubs, and other vegetation.
7. The Subcontractor shall keep the Worksite clean and orderly and shall remove all debris as needed during work hours to maintain conditions that do not create health or safety hazards.
8. During the term of this Agreement, the Subcontractor may erect one temporary sign identifying it as performing services on the project, provided such sign is appropriate in appearance, style, and size, and conforms to all applicable federal, state, and local laws and ordinances.
§ IV. MATERIALS AND/OR LABOR PROVIDED.
9. The General Contractor shall provide to the Subcontractor a list of each party furnishing materials and/or labor to the Subcontractor as part of the Services. The Subcontractor shall in return submit a list of all dollar amounts due or expected to be due with regard to the provision of the Services.
10. The General Contractor list of materials shall be attached hereto as Exhibit A. The Subcontractor list of expected labor shall be attached hereto as Exhibit B.
11. The General Contractor declares under the laws of the State of ________ that such list is a true and correct statement of each party providing labor as part of the Services described herein.
§ V. CHANGE ORDERS.
12. The General Contractor, or any authorized person (including the Client, lender, public body, or inspector), may make changes to the scope of the work from time to time during the term of this Agreement.
13. Any such changes or modifications shall be made only by a written "Change Order" signed and dated by all Parties. Such Change Orders shall become part of this Agreement.
14. The General Contractor agrees to pay any increase in the cost of the work resulting from any written, dated, and signed Change Order.
15. Where the cost of a Change Order is not known at the time of its execution, the Subcontractor shall estimate the cost thereof, and the General Contractor shall pay the actual cost whether or not it exceeds the estimate.
§ VI. CONSTRUCTION SCHEDULE.
16. The Subcontractor shall commence work on this project within thirty (30) days of ________ and shall complete the work on or before ________.
17. TIME IS OF THE ESSENCE with respect to all obligations under this Agreement.
§ VII. PAYMENT.
18. Payment, less retainage, shall be made to ________ in the total amount of $________ (________), payable in one lump sum upon completion and acceptance of the Services rendered to the General Contractor by the Subcontractor.
19. The General Contractor shall withhold ________% of each payment due to the Subcontractor as retainage. The retained amount shall be paid by the General Contractor within ________ days after completion of the Services and acceptance thereof by the Client or the Client's designated agent.
20. For any payment not paid within thirty (30) days of its due date, the General Contractor shall pay a late fee of $________ (________), or the maximum rate permitted by applicable law, whichever is less.
21. In addition to any other rights or remedies provided at law or in equity, the Subcontractor may treat the General Contractor's nonpayment for Services rendered as a material breach of this Agreement and may suspend performance, cancel this Agreement, or pursue any available legal remedies, including the perfection of mechanic's lien rights under applicable law.
§ VIII. LEGAL COMPLIANCE.
22. The Subcontractor shall provide the Services in a good and workmanlike manner and in compliance with all applicable federal, state, and local laws, regulations, codes, and ordinances, including without limitation the Fair Labor Standards Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Occupational Safety and Health Act, and all applicable building and safety codes.
§ IX. PERMITS.
23. The Subcontractor shall obtain all necessary building permits applicable to the Services.
24. The Subcontractor shall apply for and obtain any other permits and licenses required by the applicable governmental authority to perform the work, the cost of which shall be included within the payment to the Subcontractor under this Agreement.
25. The General Contractor shall reasonably cooperate with the Subcontractor in obtaining any such permits and licenses.
§ X. INSURANCE AND INDEMNITY.
26. Before commencing work, the Subcontractor shall furnish certificates of insurance to the General Contractor evidencing valid insurance covering its full liability under the Workers' Compensation laws of the State of ________, together with commercial general liability insurance and employer's liability insurance for injury to or death of any person and for property damage incurred in rendering the Services, in amounts not less than $________ per occurrence.
27. The Subcontractor shall maintain insurance policies of each type, with provisions and coverage amounts substantially identical to the corresponding requirements imposed upon the General Contractor under the Original Contract, and shall name the General Contractor and the Client as additional insureds where required.
28. To the fullest extent permitted by law, and except as limited by the public policy of the State of ________, the Subcontractor shall indemnify, defend, and hold harmless the General Contractor from and against all claims, losses, liabilities, damages, and expenses, including reasonable attorneys' fees, arising out of or in connection with the Subcontractor's performance of the Services under this Agreement.
29. This indemnity shall apply even where the General Contractor is partly responsible for the claim, damage, injury, or loss; provided, however, that the Subcontractor shall not be obligated to indemnify against claims or losses to the extent caused by the negligence, willful misconduct, or breach of contract of the General Contractor or its agents or employees.
§ XI. WARRANTIES.
30. The Subcontractor represents and warrants that it will perform the Services using the degree of care and skill ordinarily exercised by subcontractors in its field, and that any results, end products, or materials provided to the General Contractor under this Agreement will not infringe upon or violate the intellectual property rights or any other rights of any third party.
§ XII. CONFIDENTIALITY.
31. The term "Confidential Information" shall include any proprietary information, in whatever form, that:
(a) is provided by the General Contractor or the Client to the Subcontractor, including information regarding the Client's or General Contractor's businesses, finances, prospects, operations, products, employees, technologies, contact lists, and financial models (whether transferred in writing, verbally, visually, electronically, or by any other means); or
(b) concerns any agreements that the Subcontractor may aid the General Contractor or the Client in entering into in the course of providing the Services; or
(c) consists of analysis or other internal memoranda or documents prepared by the Subcontractor derived from, or including material portions of, the Confidential Information.
32. Confidential Information shall not include any information that:
(a) is already known to the Subcontractor at the time of disclosure without obligation of confidentiality;
(b) is or becomes publicly known through no wrongful act of the Subcontractor;
(c) is communicated to a third party with the express written consent of the General Contractor and the Client; or
(d) is lawfully required to be disclosed, provided that before making such disclosure the Subcontractor shall promptly give the General Contractor or the Client written notice and cooperate in any efforts to assure confidential handling of such information.
33. The Subcontractor shall safeguard and keep confidential the Confidential Information and shall not disclose it to any other person or entity.
34. The Subcontractor shall not use the Confidential Information for any purpose other than those related to the Services provided to the General Contractor.
35. All Confidential Information and any copies thereof shall be returned to the General Contractor promptly upon written request and shall not be retained in any form by the Subcontractor.
§ XIII. DEFAULT.
36. The occurrence of any of the following shall constitute a material default under this Agreement:
(a) the failure of the General Contractor to make a required payment when due;
(b) the insolvency of either Party, or if either Party voluntarily or involuntarily becomes a debtor under or seeks protection under Title 11 of the United States Bankruptcy Code;
(c) the bringing of any lawsuit, claim, seizure, lien, or levy for labor performed or materials furnished to the project by either Party, or a general assignment for the benefit of creditors, or any application or sale for or by any creditor or governmental agency brought against either Party; or
(d) the failure of the General Contractor or the Client to make the Worksite available, or the failure of the Subcontractor to deliver the agreed-upon Services in the time and manner provided herein.
§ XIV. TERMINATION.
37. This Agreement shall terminate automatically upon completion of the Subcontractor's work.
38. This Agreement may also be terminated by either Party upon written notice:
(a) if the other Party commits a material breach of any term hereof that is not capable of being remedied, or that is capable of being remedied within fourteen (14) days after written request but is not so remedied; or
(b) if the other Party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform.
39. No ongoing relationship between the Parties is contemplated, and the General Contractor may not assign additional work to the Subcontractor except by written addendum to this Agreement expanding the scope of Services with explicit terms signed by both Parties.
§ XV. INDEPENDENT CONTRACTOR.
40. This Agreement shall not render the Subcontractor an employee, partner, agent of, or joint venturer with the General Contractor for any purpose. The Subcontractor is and shall remain an independent contractor in its relationship to the General Contractor.
41. The Subcontractor shall retain sole and absolute discretion in the manner and means of carrying out its activities and responsibilities under this Agreement, subject to its terms and conditions.
42. The Subcontractor shall be responsible for the payment of all federal, state, and local taxes, including self-employment taxes, arising out of the compensation paid under this Agreement. The General Contractor shall not be responsible for withholding or paying any income, payroll, Social Security, or other taxes on behalf of the Subcontractor.
43. The General Contractor shall not provide any insurance coverage of any kind for the Subcontractor or its employees, nor shall the Subcontractor or its employees be entitled to any employee benefits provided by the General Contractor.
§ XVI. NOTICES.
45. Either Party may change the address to which notices are to be sent by giving written notice of such change in the manner provided above.
§ XVII. TRANSFER OF RIGHTS.
46. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
47. Neither Party shall assign its interests in this Agreement to any other party without the prior written consent of the other Party.
§ XVIII. ENTIRE AGREEMENT.
48. This Agreement, together with its Exhibits and the incorporated provisions of the Original Contract, constitutes the entire agreement of the Parties regarding the subject matter hereof, and there are no other promises or conditions in any other agreement, whether oral or written.
§ XIX. SEVERABILITY.
49. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
50. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
§ XX. AMENDMENT.
51. This Agreement may be modified or amended only by a writing signed by both Parties.
§ XXI. WAIVER OF CONTRACTUAL RIGHTS.
52. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
§ XXII. DISPUTE RESOLUTION.
53. The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. Any dispute not so resolved shall be submitted to binding arbitration administered in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association, with the arbitration to be conducted in ________. Judgment upon the award rendered may be entered in any court having jurisdiction.
§ XXIII. APPLICABLE LAW AND VENUE.
54. 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. Subject to Section XXII, the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in ________.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
_________________________
________, Subcontractor
By: ________
Title: ________
Date: ________
_________________________
________, General Contractor
By: ________
Title: ________
Date: ________
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