| 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
- Prime contract — owner-contractor agreement including flow-down provisions
- Scope documents — plans, specifications, drawings, or SOW for the subcontracted work
- Project details — location (state/county), timeline, milestones, project type
- Party information — legal names, entity types, states of formation, authorized signatories
- Insurance requirements — Contractor's minimum coverage expectations
- 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 |
