CONSTRUCTION SUBCONTRACT AGREEMENT
This Construction Subcontract Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between:
[Party A], a corporation ("Contractor"), and
[Party B], a corporation ("Subcontractor").
The Contractor engages the Subcontractor for a portion of a construction project, and the Subcontractor agrees to perform that trade, on the terms of this Agreement.
1. Project. The project is [project]. The Subcontractor has reviewed the drawings and specifications that apply to its trade.
2. Trade. The Subcontractor will perform [trade scope], including the labor, materials, and equipment that trade requires, and will coordinate with other trades on the site.
3. Prime contract. The owner contract is [prime contract] (the "Prime Contract"). The Subcontractor assumes toward the Contractor the duties the Prime Contract imposes on the Contractor for this trade, including schedule, safety, and quality duties that apply to the work. The Subcontractor does not assume the Contractor's duties to the owner that are unrelated to this trade. If this Agreement conflicts with the Prime Contract on this trade, the Prime Contract controls as between the Contractor and the owner, and the Subcontractor will conform its work. Government or public-project clauses apply only if the Prime Contract actually includes them.
4. Price. The subcontract price is [subcontract price]. The Contractor will pay the Subcontractor for work properly performed within 15 days after the Contractor receives the corresponding payment from the owner, and in any event within 45 days after a proper invoice if the owner has not paid through no fault of the Subcontractor.
5. Changes. A change in the work, price, or time is binding only if both parties sign a written change order before the changed work starts, unless waiting would create an immediate safety risk. A verbal request is not a change order. A change the owner issues that affects this trade is passed through on the same written basis.
6. Safety and licensing. The Subcontractor will follow site safety rules, keep required licenses for its trade, and is responsible for its employees and lower-tier subcontractors. It will not subcontract this trade further without the Contractor's written consent.
7. Insurance. The Subcontractor will carry general liability, workers' compensation, and auto liability as the law and the prime contract require, and will name the Contractor as an additional insured where the prime contract requires it.
8. Inspection and defects. The Contractor and the owner may inspect the trade. The Subcontractor will correct defective work at its cost. It will indemnify the Contractor against claims for injury or property damage caused by the Subcontractor's negligence or willful misconduct, and against a claim that its work infringes a third party's intellectual property.
9. Termination. The Contractor may terminate this trade for a material breach not cured within 7 days after notice, or if the Prime Contract ends. The Subcontractor is paid for work properly performed through the stop date, less the cost of correcting defects.
10. Governing Law. This Subcontract is governed by the laws of Delaware, without regard to conflict of laws principles. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts.
11. General. This Subcontract is the entire agreement on its subject. It may be amended only in a writing signed by the Parties, and it may be signed in counterparts, including electronic copies. If a part is unenforceable, the rest stays in effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Contractor: [Party A]
By: ________________________________
Name: [Signatory]
Title: [Title]
Subcontractor: [Party B]
By: ________________________________
Name: [Signatory]
Title: [Title]
