subcontractor-agreement

name	subcontractor-agreement
title	Subcontractor Agreement
description	Drafts enforceable U.S. subcontractor agreements governing general contractor/subcontractor relationships for construction and service projects. Covers scope of work, payment and retainage, insurance and bonding, indemnification, schedule compliance, termination, and dispute resolution with state-specific compliance. Use when drafting subcontracts, subcontractor agreements, construction service agreements, or contractor engagement documents.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/subcontractor-agreement
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	construction
language	en
tags	["agreement","drafting","transactional"]

Subcontractor Agreement

Drafts a subcontractor agreement that defines scope, allocates risk, and ensures compliance with applicable construction and contract law.

Prerequisites

1. Prime contract — owner-contractor agreement including flow-down provisions
2. Scope documents — plans, specifications, drawings, or SOW for the subcontracted work
3. Project details — location (state/county), timeline, milestones, project type
4. Party information — legal names, entity types, states of formation, authorized signatories
5. Insurance requirements — Contractor's minimum coverage expectations
6. Payment structure — lump sum, unit price, T&M, or cost-plus; retainage percentage

Section Outline

#	Section	Key Contents
1	Parties	Legal names, entity types, state of formation, DBAs, authorized reps
2	Recitals	Prime contract reference, project description, subcontract purpose
3	Scope of Work	Included/excluded work, specs, materials/equipment, permits, change order process
4	Contract Price & Payment	Price structure, invoicing, payment timing, retainage (5–10%), lien waivers, disputed amounts, late payment interest
5	Schedule	Start/completion dates, milestones, delay notice, liquidated damages, force majeure
6	Insurance & Bonding	CGL, workers' comp, auto, professional liability minimums; additional insured; waiver of subrogation; bonds
7	Indemnification	Defense/indemnity/hold-harmless; state anti-indemnity statute compliance
8	Confidentiality	Definition, obligations, exceptions, survival (2–5 years)
9	Termination	For cause (with cure), for convenience (work performed + demobilization), post-termination duties
10	Dispute Resolution	Governing law, tiered process (negotiation → mediation → arbitration/litigation), fee allocation
11	General Provisions	Independent contractor status, compliance, assignment restrictions, severability, integration