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What is a subcontractor contract?

It is normal for businesses to hire contractors to do some of the work they need to be done. In some cases, the businesses even have to hire subcontractors. Normally, the need for subcontracting arises when businesses realize they lack the skills needed to solve some problems in-house. At such moments, subcontractors would be a better option. In fact, subcontracting has more benefits. For example, it delegates important tasks to professionals who are specialists in their fields. Many times, subcontractors also help businesses to save huge sums of money. It is good to hire these professionals after signing a simple subcontractor agreement template or subcontractor contract template with them.

Do you have any experience in signing agreements with subcontractors?

Do you know what a subcontracting agreement template or subcontractor contract template looks like?

If your answers to the two questions posted above is no, then you need to look at a free subcontractor agreement template Word. Subcontracting is essential when dealing with large projects. This way, the businesses make more money than they would if they opted to do everything themselves. Subcontractors help businesses to take on more work than they would ordinarily feel equipped to do. Furthermore, subcontracting is good when dealing with a project that involves some skills you lack. It ensures you make money despite your inability to tackle the entire project yourself.

Subcontracting is normal in specific industries, such as:

  1. Information technology
  2. Building and construction

Subcontracting helps to build businesses. A simple subcontractor agreement template is a great tool for procuring professional services and expertise. As stated above, some jobs require specific skills. It is a fact that neither you nor any other person in the world is competent in everything. You are better at some work than others. The services a subcontractor offers are important in situations where you have to sign off and indicate your skills at the end of a project. Without the requisite skills, you may not have the right and powers to sign off on the project.

Quantitative benefits of using a subcontractor contract template

Subcontracting guarantees quantitative benefits. First, it reduces costs. For example, it saves you from spending the money you would normally pay to hire a whole team to work for you on a permanent basis. Apart from that, it also enables you to improve performance at work. The subcontractors understand that they have a small window of opportunity to impress those with whom they work. Consequently, they do everything well to enhance their reputation in the industry.

With all these benefits, it’s good to learn how to prepare good sample subcontractor agreement or subcontractor contract template .

When you hire a subcontractor, you hope to get a professional who will assure you of the excellent quality of the products and services you need. As you will see from the simple subcontractor agreement template, you can include clauses in the contract to guarantee this. Use language the subcontractor and anyone else who reads the contract can understand. It is important to demand for high quality for all the products and services you need. Plenty of resources are necessary for this to happen though; hence, the need for putting subcontractors to the task.

A few subcontractors would wish to do the minimum required to finish the task and wait for their payment. It is good for you to know what to do to make them put in the effort needed to finish the job you are currently doing. Finishing the job isn’t enough if the subcontractors will do a horrible job. Subcontractors should be able to increase productivity and do whatever is required to present excellent results. Again, this explains why you need the free subcontractor agreement template Word to learn the language to use to tie them down to offer the quality of services you need.

It is obvious that subcontractors are specialists at what they do. They have the skills, training, and equipment needed to do an excellent job. With these specialists nearby, you can focus on what you are good at and guarantee your clients topnotch work. Increased productivity makes your clients happy. It also brings in new clients to your business. The word soon spreads that you offer topnotch work and results. Clients love hiring professionals whose productivity is not in any doubt. More than that, they love working with specialists who desire to impress clients by taking their work seriously.

Subcontracting is great for many reasons, as you would have realized by now. One of the reasons is the fact it is a great way of preventing some of the problems you are likely to encounter in the course of a project. This is only possible when you take your time to choose the most suitable subcontractor for the project you have in mind. With the right subcontractor by your side, you will have little difficulty in overcoming problems and complications that might arise. More importantly, you also get the chance to prevent the same problems and complications. Read the sample subcontractor agreement or subcontractor contract template to see how you can do all these.

As you will see from the template, the wording of the subcontracting agreement matters greatly. You are only able to prevent problems by wording the agreement such that:

  1. Subcontractor is discouraged from working with incompetent assistants
  2. Subcontractor is dissuaded from poor execution of work

What should be included in a subcontractor contract template?

Apart from quantitative benefits, subcontracting also has several qualitative advantages. For example, it guarantees a highly strategic way of using the available resources. What this means is the subcontractor enables you to reduce wastages. It allows you to focus on the core functions of your business. It helps you to keep your eyes on the ball and not get distracted. With a good subcontractor agreement, you assign the project to professionals who manage it well and deliver everything you wanted. The professional subcontractors coordinate every aspect of the project. They take ownership of the work thus allowing you to focus on other aspects of your business that also need your full attention.

The other qualitative benefit you get from hiring subcontractors is increased flexibility. For this to happen, though, the subcontractor agreement has to spell what your roles will be vis-à-vis those of the subcontractor. Once more, look at the simple subcontractor agreement template. When you do that, you will see how you should word it to avoid a situation where the subcontractor is unsure of what he should be doing. Once the subcontractor knows his tasks and responsibilities well, you will have more time on your hands. This will then enable you to focus on the business’ real priorities. Therefore, you enjoy more flexibility to do more stuff for your business.

How much do you care about your reputation? Professionals who value their reputation the nothing for granted. The subcontractor agreement template can equip and prepare you to know how to identify the right team to surround yourself with. The right team that is around you will help you take good care of the reputation you have taken years to build. You can do several things to protect your reputation. Doing this often involves training those with whom you work – whether peers or subordinates – to learn how to handle different situations they face every day.

Subcontractors already know how to handle problems by virtue of their training.

You are a stakeholder in the project for which you hired a subcontractor to help you complete. An experienced subcontractor understands the importance of keeping you in the loop regarding everything that is happening – whether good or bad. The subcontractors understand that failure to keep you on top of the situation that arises could affect their relationship with you going forward. In fact, that lack of communication could discourage you from hiring them next time. Good subcontractors are concerned about their future and place in the project. For this reason, they are willing to protect you and the project by keeping you informed.

All stakeholders must be kept informed of all the happenings in a project.

The ability to assess opportunities that present themselves before you is an added qualitative benefit that you get from subcontracting some of your work. Once more, you cannot enjoy this benefit if you opt to ignore the contents of the subcontract agreement template. A template guides you, so you know what to do. It guides you so that you are equipped to play different roles that ensure the project is completed professionally and on time. As the subcontractors assess opportunities, they will feel energized to try new things out. Consequently, they will use their creativity and imagination to identify solutions to some of the problems they encounter.

Subcontracting some of the work means delegating it to people competent enough to know what to do. Once you subcontract any work, you no longer have to stick around supervising the professionals do the job your way. Instead, it involves ceding a bit of the ground to these experts thus allowing them to identify the appropriate solutions to each problem they encounter along the way. Subcontractors will then test new ways of doing things and share the information with you. They may not share with you information regarding how they solved a problem, especially if the solution has to do with their trade secrets.

If you want them to share everything, you must state so unequivocally in the contract.

Use the subcontracting agreement template or subcontractor contract template as a guideline to determine what you can or cannot expect subcontractors to share with you. The contract should have clauses that deal with issues such as confidentiality or non-disclosure policies but only if all the parties or signatories to the free subcontractor agreement template Word believe they should feature. Anything that is in the template is worth considering or featuring on the real agreement or contract. That is the best way of putting into practice everything you have learned. The business will then benefit as it enjoys a more streamlined process, which then enables you to work smoothly and professionally with the subcontractors.

What are the essentials of a subcontractor contract?

Having said that, some things you cannot learn from the sample subcontractor agreement template.

For example, the template cannot teach you the tips and tricks of negotiating a solid agreement. It cannot make you a solid negotiator. For this to happen, you have to practice and learn from other experts. What the template can teach you, though, is to anticipate the scope or extent of the work the subcontractor has to do. With this knowledge, you can then embark on proper negotiations for a more favorable contract or agreement. As you will also learn from the template, you cannot sign an agreement if you have no idea how much time it will take to complete the project. Such information will also help your negotiations.

A solid agreement always clarifies issues regarding materials and supplies required for the project. It clears the air on matters such as the identity of the party responsible for providing materials. It also mentions the time when the materials have to be on the site for the project to proceed uninterrupted. Other than issues regarding materials, the template also equips you to negotiate your payments well. In fact, you have to negotiate on everything regarding payments – including the methods and terms. Agree how much money the subcontractor will be paid, when he will be paid, and how he will be paid.

The subcontractor agreement template can give you a hint of these issues and more. It does not do everything for you. It only opens your mind and eyes. With the open mind and eyes, you can now negotiate with the subcontractor confidently.

The subcontractor agreement template and subcontractor contract template are powerful learning tools. Through it, you will learn what to focus on while drafting an actual agreement. You will learn how to identify each party. You will have no problem defining the scope of the kind of work the subcontractor will do. What is more, you will excel at listing the rights as well as duties of each person that signs the agreement. As you will learn from the template, clauses – especially regarding indemnity and warranty – must appear on the actual contract or agreement. Therefore, get the template, study and learn from it to make you better at negotiating with subcontractors.

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Free Subcontractor Contract Template

Subcontractor Contract

Suncontractor
First Name
Last Name
Acme LLC.
Client
First Name
Last Name
Corporation Corp.

THIS SUBCONTRACTOR AGREEMENT (this “Agreement”) is entered into as of [ENTER EFFECTIVE DATE] (the “Effective Date”) by and between: [ENTER CONTRACTOR NAME] (hereinafter “Contractor”), located at [ENTER ADDRESS] and [ENTER SUBCONTRACTOR NAME] (hereinafter the “Subcontractor”), located at [ENTER SUBCONTRACTOR ADDRESS] (collectively referred to herein as the “Parties,” and individually as a “Party”).

1. APPOINTMENT OF SUBCONTRACTOR

Contractor hereby appoints Subcontractor to provide certain services as described herein.

1.1 Location.

[CLIENT SERVICE CONTRACT & LOCATION].

1.2 Services.

[ENTER APPLICABLE SERVICES DESCRIPTION; DETAILS OF JOB; PAYMENT, ETC.].

1.3 Subcontractor acknowledges that Subcontractor or it has read any applicable contract documents and is familiar with each and every part thereof affecting his/her or its Subcontractor Work (the “Work”).

Subcontractor by examination has satisfied himself/herself or itself as to the nature and location of the Work; the character, quantity, and kinds of materials necessary; the adequacy of any surface and/or subsurface conditions necessary to assure proper installation of Subcontractor's Work; the kinds and quantity of equipment needed; and other local conditions or matters affecting compliance with the applicable contract documents. Further, Subcontractor is familiar with the respective rights, powers, benefits and liabilities of Contractor and the respective owner under the contract documents and hereby agrees to comply with and perform all provisions thereof which are applicable to the Work.

2. THE WORK.

2.1 Labor and material.

The Subcontractor shall furnish for the consideration mentioned herein all labor, material, supervision, equipment, hoisting, temporary storage, insurance, taxes, fees and permits necessary to complete the services in accordance with the terms and conditions of this Agreement.

2.2 Conflict.

In the event of a conflict between the contract documents as they apply to the subcontract work, the more onerous or more expensive interpretation shall govern. Subcontractor agrees to perform its work in compliance with all applicable rules, regulations, ordinances pertaining to same.

2.3 Jobsite Etiquette of Subcontractor.

a. Smoking at the jobsite is prohibited at all times.

b. Subcontractor shall only use designated restrooms at the jobsite. Such restrooms shall be kept clean and neat.

c. Jobsite shall be left clean at the conclusion of each workday.

d. At the conclusion of each workday, Subcontractor’s equiment shall be disconnected and placed in a designated area.

e. Subcontractor shall not use profanity at the jobsite, nor shall it wear any type of offensive clothing.

f. Subcontractor shall not play excessively loud music at the jobsite.

g. All pets of the Subcontractor are prohibited from the jobsite.

h. Subcontractor shall under no circumstances enter the Owner’s quarters that are not directly tied to the jobsite.

i. Any equipment borrowed by Subcontractor from Contractor that are damaged, broken or lost will be the financial responsibility of Subcontractor. Subcontractor shall be obligated to pay for any and all repairs and/or replacement of any equipment borrowed by Subcontractor from Contractor that are damaged, broken or lost.

2.4 Marketing of Project.

The Parties hereto agree and understand that Contractor shall be able to market the Subcontractor’s work as its own for marketing purposes, and Contractor shall own all rights to the work with respect to pictures and/or marketing materials created containing images of the project. Subcontractor shall only utilize pictures of the project in its marketing materials with written authorization from Contractor and use of such pictures shall be required to indicate that the project was completed by Contractor.

2.5 Travel.

Costs related to travel will NOT be covered, paid or reimbursed by Contractor. Subcontractor shall receive no compensation of any form for time, travel or any related expenses.

3. TIME OF PERFORMANCE.

3.1 Time.

Time is of the essence of this Agreement. The Parties hereto agree and acknowledge that the Subcontractor shall comply with any and all applicable deadlines included herein.

3.2 Schedule.

Subcontractor will proceed with its work in a prompt and diligent manner in accordance with Contractor’s schedule as amended from time to time. Subcontractor shall be liable for any damages for delay sustained by Contractor caused directly or indirectly by Subcontractor, including, but not limited to, damages, liquidated or otherwise, for which Contractor is liable to an owner.

3.3 Delays.

In agreeing to perform the work described herein, Subcontractor has taken into account and has made allowances for delays which should be reasonably anticipated and/or foreseeable.

3.4 Performance.

IN THE EVENT THAT THE SUBCONTRACTOR'S PERFORMANCE OF ANY WORK HEREUNDER IS DELAYED OR INTERFERED WITH FOR ANY REASON OR FOR ANY PERIOD OF TIME BY ACTS OR OMISSIONS OF THE OWNER, CONTRACTOR, OR OTHER SUBCONTRACTOR, SUBCONTRACTOR MAY REQUEST AN EXTENSION OF TIME FOR THE PERFORMANCE OF THE WORK, BUT SHALL NOT BE ENTITLED TO ANY INCREASE IN THE CONTRACT PRICE OR TO DAMAGES AS A CONSEQUENCE OF SUCH DELAYS OR INTERFERENCE EXCEPT TO THE EXTENT THAT THE CONTRACT DOCUMENTS ENTITLE CONTRACTOR TO COMPENSATION FOR SUCH DELAYS AND THEN ONLY TO THE EXTENT THAT CONTRACTOR MAY ON BEHALF OF SUBCONTRACTOR ACTUALLY RECEIVE FROM THE OWNER MONIES FOR SUCH DELAYS. THE RECEIPT OF SAID SUMS BY CONTRACTOR SHALL BE A CONDITION PRECEDENT TO ANY OBLIGATION TO SUBCONTRACTOR.

3.5 Compensation.

Subcontractor shall provide written notification to Contractor of any event for which compensation is sought under paragraph 4.4 within three (3) days from the time said event begins.

4. THE CONTRACT SUM.

In consideration of the faithful performance of the covenants and agreements herein to the full satisfaction and acceptance of the Owner and Contractor, Contractor agrees to pay, or cause to pay Subcontractor the sum included herein as agreed to by the Parties.

5. PAYMENTS.

5.1 Payments.

Payments shall be made to Subcontractor in accordance with the terms provided herein.

5.2 Direct Deposit.

Payments will be made by direct deposit into Subcontractor’s bank account of choice. Subcontractor shall supply his/her or its bank account information by submitting a voided check relating to the specific bank account to Contractor.

5.3 Non-payment.

SUBCONTRACTOR AGREES TO ACCEPT THE RISK OF NON-PAYMENT IF AN OWNER DOES NOT PAY SUBCONTRACTOR'S CONSTRUCTION DRAWS OR FINAL PAYMENT TO CONTRACTOR. OWNER'S PAYMENT TO CONTRACTOR OF SUCH FUNDS SHALL BE AN EXPRESS CONDITION PRECEDENT TO ANY OBLIGATION OF CONTRACTOR TO PAY SUCH FUNDS TO SUBCONTRACTOR.

5.4 Partial payment.

Contractor may require as a condition for partial payment that the Subcontractor submit lien waivers through the date and for the amount covered by the invoice and will require as a condition of final payment complete lien and claim waivers from the Subcontractor, his/her or its materialmen, laborers and sub subcontractors.

5.5 New Item

All covenants and obligations of Contractor herein are performable in State of [ENTER STATE].

5.6 Project Assigned & Project Late Date Completion.

Failure to complete the Work shall result in non-payment. A back charge of [ENTER APPLICABLE AMOUNT] shall be owed by Subcontractor to Contractor for non-completion of the Work. A back charge of [ENTER APPLICABLE AMOUNT] per day will be applied for late submitted Work.

6. INDEMNIFICATION.

TO THE FULLEST EXTENT PERMITTED BY LAW, SUBCONTRACTOR SHALL FULLY PROTECT, INDEMNIFY, AND SAVE AND HOLD HARMLESS THE OWNER AND CONTRACTOR FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LIENS, LIABILITIES, ATTORNEYS' FEES, LOSSES AND EXPENSES, AND/OR CAUSES OF ACTION OF ANY AND EVERY NATURE WHATSOEVER ARISING IN ANY MANNER, DIRECTLY OR INDIRECTLY, OUT OF OR IN CONNECTION WITH, OR IN THE COURSE OF OR INCIDENTAL TO ANY OF SUBCONTRACTOR'S WORK OR OPERATIONS HEREUNDER. SUBCONTRACTOR'S OBLIGATIONS TO INDEMNIFY AND HOLD HARMLESS OWNER AND CONTRACTOR AS STATED ABOVE SHALL APPLY IF AND TO THE EXTENT SUCH CLAIM, CAUSE OF ACTION, DEMAND, DAMAGE, LIEN, LIABILITY, FEE, LOSS OR EXPENSE IS CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OR BREACH OF CONTRACT BY SUBCONTRACTOR OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY SUBCONTRACTOR OR ANYONE FOR WHOSE ACTS SUBCONTRACTOR IS OR MAY BE LIABLE OR IS CAUSED BY OR ARISES OUT OF THE USE OF ANY PRODUCTS, MATERIAL OR EQUIPMENT FURNISHED BY SUBCONTRACTOR.

7. INSURANCE.

Prior to the start of Subcontractor's Work, Subcontractor shall procure and maintain in force for the duration of the Work, Worker's Compensation Insurance, Employer's Liability Insurance, Comprehensive General Liability Insurance and all insurance required of Contractor. Contractor shall be named as an additional insured on Subcontractor’s commercial general liability insurance policy and Subcontractor shall furnish to Contractor duplicates of original copies of insurance certificates evidencing compliance with the foregoing insurance requirements. The following minimum levels of insurance shall be required:

7.1 Workers’ Compensation.

Workers’ Compensation insurance covering the legal liability of Subcontractor under the applicable workers’ compensation or occupational disease laws for claims for personal injuries and death resulting there from to Subcontractor and/or Subcontractor’s employees or agents. The Subcontractor shall also obtain a minimum of $500,000 of Employers’ Liability insurance. Certificates of insurance must include a waiver of subrogation in favor of Contractor.

7.2 Commercial General Liability Insurance.

Commercial General Liability insurance covering the legal liability (including liability assumed contractually, whether incidental or not) of the Subcontractor who may be engaged in the services, for claims for personal injuries (including death) and property damage resulting there from arising out of the services to be performed by the Subcontractor, in an amount not less than $500,000 for any one occurrence, $1,000,000 general aggregate (subject to a per project general aggregate provision), $1,000,000 Products/Completed Operations aggregate limit. Commercial General Liability insurance shall be obtained and shall include broad form contractual liability coverage, products/completed operations, cross liability, severability of interest and broad form property damage (if required), and Contractor as well as its directors, officers and employees shall be named as an additional insured on such Commercial General Liability policy regarding liability arising out of operations performed under this Agreement. Form CG 20 10 07 04 and CG 20 37 07 04 must be shown on the certificate of insurance or its equivalent.

8. WARRANTY & INDUSTRY STANDARDS.

Subcontractor warrants that all labor and material will be new, of good quality and free from faults and defects. This warranty shall remain in effect for [ENTER APPLICABLE WARRANTY PERIOD] after the date of occupancy. Warranty work, if required, shall be the responsibility of Subcontractor and must be completed within fourteen (14) days from the time Subcontractor is notified by Contractor of the need for such warranty work. If the warranty work is not completed by Subcontractor within fourteen (14) days, Contractor reserves the right to contract the work out to another subcontractor. All costs incurred by Contractor due to the failure of Subcontractor to complete the warranty work in a timely manner shall be deducted from the first available payment due the Subcontractor, and if no such payment is due the Subcontractor, then Subcontractor shall be responsible for payment to Contractor of all costs incurred to complete Subcontractor’s warranty work.

8.1 Industry standards.

The Subcontractor further warrants that all work performed under this Agreement shall be performed in a good and workmanlike manner in accordance with established industry standards. Further, the Subcontractor assigns to Contractor all warranties on materials and appliances which the Subcontractor is providing as part of its work. Subcontractor shall make copies of any written warranties available to Contractor upon request.

9. CODE COMPLIANCE.

Subcontractor, in performance of its work, shall comply with all federal, state and local laws and regulations. Subcontractor, in the performance of its work, shall: (a) employ only United States citizens and non-U.S. citizens who are authorized to work in the United States; (b) obtain for each of its employees an Employment Eligibility Verification Form I-9 and appropriate supporting documentation; (c) provide to its employees all required governmental notices; (d) not unlawfully discriminate on the basis of citizenship or national origin in connection with such employment; and (e) indemnify and hold Contractor, its officers, directors, members, employees, agents, shareholders, affiliates, subsidiaries, successors and assigns harmless from all liability resulting from the failure of Subcontractor to comply with the provisions of this paragraph.

10. CHANGE ORDERS.

10.1 Alterations.

No alterations, additions or deletions shall be made in the materials to be furnished or the work to be performed under this Subcontractor Agreement or the contract documents except pursuant to a written change order signed by Contractor. The value of the materials or alterations, additions or deletions by written change order shall be determined by both Contractor and the Subcontractor and shall be added to or deducted from the contract sum, as the case may be. No extra charge will be processed unless accompanied by a signed change order.

10.2 Disputes.

If Subcontractor receives a signed change order from Contractor, but disputes the validity or amount of the change order, or if Contractor disputes Subcontractor's contention that certain work warrants a change order, the Subcontractor shall promptly follow the directions of Contractor pending resolution of the dispute. The Subcontractor shall not be entitled to make a claim for extra work unless the Subcontractor has given Contractor written notice of the claim for extra compensation prior to the time that the claimed extra work begins. All claims for extra work done without the above-referenced written notice are waived.

11. COVENANT OF NON-DISCLOSURE.

11.1 Confidential Information.

In the course of providing the work described herein, Subcontractor may have acquired, or may acquire in the future, access to “Confidential Information.” “Confidential Information” includes, without limitation: (i) any “trade secret” as defined under relevant trade secret laws or regulations; (ii) any information that has actual or potential economic value to Contractor from not being generally known to the public, to its competitors, or to other persons who can obtain economic value from its disclosure or use, or information that could cause injury to any of them if disclosed; (iii) any and all information disclosed to Subcontractor or known by Subcontractor as a consequence of Subcontractor’s provision of work described herein that is not generally known to competitors or the general public about Contractor’s businesses, finances, operations, employees, partners, services, research and independent projects, marketing, internal affairs, business affairs, legal affairs, partnerships, creative ideas, concepts, projects in development, advertising, promotional procedures, budgets; (iv) any information about the personal lives of any of Contractor’s officers, directors or employees; and (v) any and all Confidential Information entrusted to the Contractor by third parties. Confidential Information may be contained in written materials, handwritten notes, verbal communications, digital or tape recordings, and/or any other tangible medium of expression, including, but not limited to, hard disk and soft disk drive mechanisms.

11.2 Confidential Materials.

“Confidential Materials” include documents or other media or tangible items that contain or embody Confidential Information or any other information concerning the business, operations or plans of Contractor, whether such documents have been prepared by Subcontractor or by others.

11.3 No Disclosure or Use.

Subcontractor agrees that at all times, both during and after the time that Subcontractor is providing the services as described herein, Subcontractor will cause each of its employees, contractors, agents, representatives to maintain all Confidential Information in strict confidence. Subcontractor will cause each of its employees, contractors, agents, representatives to not summarize, copy, disclose or otherwise communicate any Confidential Information to any person or entity, whether directly or indirectly, or use any Confidential Information except to the limited extent actually necessary to perform the work described herein. Moreover, if Subcontractor becomes aware that anyone is engaged in such unauthorized activity, Subcontractor shall inform a representative of Contractor immediately.

12. COVENANT OF NON-COMPETE & NON-SOLICITATION.

12.1 Non-Compete.

During Subcontractor’s business relationship with Contractor, and for a period of twelve (12) months after the termination of such relationship, whether such termination is voluntary or involuntary, and with or without cause, Subcontractor shall not directly or indirectly, or otherwise (i) own, control, or participate in the ownership or control of any entity, business or enterprise that competes directly with Contractor, or (ii) become employed by, or work with or for, in any capacity, whether as an employee, consultant, or independent contractor, any entity, business, or enterprise that competes directly with Contractor.

12.2 Non-Solicitation.

Subcontractor acknowledges that in order to effectuate the promise to hold Confidential Information in trust for Contractor, it is necessary to enter into the following non-solicitation covenant. As such, Subcontractor agrees that during the period of this Agreement and for a period of twelve (12) months following the termination date of this Agreement with Contractor, for whatever reason, Subcontractor shall not, directly or indirectly, without written approval of Contractor, solicit or induce, or attempt to solicit or induce, any current employee, customer or client of Contractor to alter, leave, or cease their relationship with Contractor for any reason whatsoever.

13. NON-CIRCUMVENTION COVENANT.

It is agreed that notwithstanding anything contained in this Agreement, Subcontractor acknowledges and agrees not to circumvent Contractor in regard to any transaction or business opportunity that is discussed with and/or disclosed by Contractor to Subcontractor, whether in writing or otherwise. Subcontractor further agrees not to share or disclose any information, either orally or in e-mail or document form to any third-party individual and/or entity regarding any transaction or business opportunity that is discussed in any manner with Contractor unless Contractor has given Subcontractor written authorization to do so.

14. DAMAGE TO OTHER WORK.

n carrying out his/her or its work, Subcontractor shall take necessary precautions to protect the finished work of other trades from damage caused by his/her or its operations and Subcontractor shall repair and/or replace to Contractor’s satisfaction and on Contractor’s demand all damage caused by his/her or its operation at no expense to Contractor.

15. ASSIGNMENT.

Subcontractor shall not assign this Subcontract or any amounts due or to become due thereunder to any third party without prior written consent of Contractor, and shall not subcontract the whole or any portion of this Subcontract without prior written consent of Contractor.

16. GOVERNING LAW.

This Agreement shall be governed by the laws of the State of [ENTER STATE].

16.1 Dispute Resolution.

Any dispute or claim that arises out of or relates to this Agreement, or that relates to the breach of this Agreement or that arises out of or that is based upon this Agreement shall be resolved by arbitration in accordance with the then effective arbitration rules of (and by filing a claim with) the American Arbitration Association (“AAA”), and judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof. Any such arbitration proceedings shall solely be conducted in [ENTER APPLICABLE COUNTY] County, State of [ENTER STATE].


THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW.

Suncontractor
First Name
Last Name
Acme LLC.
Client
First Name
Last Name
Corporation Corp.