This Subcontractor Agreement ("Agreement") is made and entered into as of [DATE] by and between:
[Your Name/Business Name], a [Your Business Structure (e.g., LLC, Corporation)] located at [Your Address] ("Contractor"), and
[Subcontractor Name], a [Subcontractor Business Structure (e.g., LLC, Corporation)] located at [Subcontractor Address] ("Subcontractor").
WHEREAS, Contractor is the prime contractor for a project for [Client Name] (the "Client"); and
WHEREAS, Contractor desires to engage Subcontractor to perform certain work on the project (the "Subcontracted Work"); and
WHEREAS, Subcontractor desires to perform the Subcontracted Work.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties agree as follows:
Scope of Work: A detailed Scope of Work outlining the specific tasks, deliverables, schedule, and quality standards for the Subcontracted Work will be attached as Exhibit B and incorporated herein by reference.
Term: The term of this Agreement shall commence on [Start Date] and shall continue until the Subcontracted Work is completed and accepted by Client, unless earlier terminated as provided herein.
Subcontractor Fee: Contractor agrees to pay Subcontractor a fee of [Dollar Amount] for the Subcontracted Work (the "Subcontractor Fee"). The payment schedule will be as follows:
Insurance: Subcontractor shall maintain general liability and workers' compensation insurance throughout the term of this Agreement, with minimum coverage amounts of [Dollar Amount] for general liability and [Dollar Amount] for workers' compensation. Subcontractor shall provide Contractor with certificates of insurance evidencing such coverage.
Warranties and Guarantees: Subcontractor warrants that the Subcontracted Work will be performed in a professional and workmanlike manner, in accordance with industry standards and specifications set forth in the Scope of Work. Subcontractor further warrants that all materials and equipment used will be new and of good quality. [Specify warranty duration, if applicable]
Inspection and Acceptance: Contractor and Client shall have the right to inspect the Subcontracted Work at any reasonable time. Subcontractor will promptly remedy any non-conforming work upon written notice from Contractor. Final acceptance of the Subcontracted Work will be by Client.
Payments: Contractor's payment to Subcontractor is contingent upon Contractor's receipt of payment from Client for the Subcontracted Work.
Default and Termination: This Agreement may be terminated by either party upon written notice for cause, such as material breach of contract by the other party. In the event of termination for default by Subcontractor, Contractor may withhold payment for outstanding work and pursue any other remedies available at law or equity.
Changes to Scope of Work: Any changes to the Scope of Work must be agreed upon by Contractor, Subcontractor, and Client in writing, with any adjustments to the Subcontractor Fee and completion schedule documented accordingly.
Independent Contractor: Subcontractor is an independent contractor and not an employee of Contractor. Subcontractor shall be responsible for all taxes and social security contributions associated with the fees earned hereunder.
Confidentiality: Subcontractor agrees to hold confidential all non-public information of Contractor and Client obtained during the course of this Agreement.
Dispute Resolution: Any dispute arising out of or relating to this Agreement shall be settled by [Dispute Resolution Method (e.g., mediation, arbitration)] in accordance with the laws of the State of [Your State] (USA) or the Province of [Your Province] (Canada).
Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
Notices: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when
delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by overnight courier, addressed as follows:
If to Contractor: [Your Address]
If to Subcontractor: [Subcontractor Address]
Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Contractor:
[Your Signature]
[Your Name/Business Name]
Subcontractor:
[Subcontractor Signature]
[Subcontractor Name]
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