- The Parties. This Subcontractor Agreement (“Agreement”) made on Date Listed Above, between a business entity known as Paragon Roofing with a mailing address of 812 N Shawnee Ave, Sioux Falls, South Dakota, 57103 (“Contractor”) and a business entity known as _________________________________________(“Subcontractor”) both of whom agree as follows:
The Subcontractor acknowledges that any work performed under this Agreement must be in accordance with the latest version agreement(s) (“Prime Contract”) made between the Contractor that was hired by the individual or business entity (“Client”).
- Services Provided. Subcontractor agrees to furnish all labor, materials, equipment, and any other facilities required to complete the following: a Hereinafter known as the “Services”.
III. Responsibilities. Costs and responsibility related to the Services shall be as follows:
Labor, including, but not limited to, employees, subcontractors and any other individuals or agents shall be the responsibility of the Subcontractor;
Equipment, including, but not limited to, machinery, accessories, or devices needed in order to complete the Services shall be the responsibility of the Subcontractor;
Travel, including, but not limited to, ensuring that any labor, materials, and/or equipment are provided at the Location stated in Section V and shall be the responsibility of the Subcontractor; and
Subcontractor shall not be liable for any other costs in connection to the Services (“Responsibilities”).
- Attachments. The Contractor may attach any plans, schematics, drawings, details, or other information to assist the Subcontractor in the aforementioned Services. Any attachment made shall be made part of this entire Agreement.
- Location. The primary location for the Services completed by the Subcontractor shall be performed at address,city, state,zip, listed above.
- Commencement Date. The Subcontractor shall be permitted to begin the Services on listed above (“Commencement Date”).
VII. Completion. The Subcontractor will be required, unless otherwise stated under the terms of this Agreement, to complete the Services by the Specific Date of listed above. Failure to complete by specific date may result in a reduction of compensation, by upto 10% of compensation, per day.
VIII. Payment. Subcontractor shall be paid for their Services and Responsibilities in the amount of listed above (“Payment”). Other requirements for payment: Jobsite must be meticulously clean prior to being labeled completed, Subcontractor must supply to the Contractor any and all photos taken of job for inspection purposes. Damage to property caused by subcontractor will be deducted/withheld from compensation amount with supporting documentation.
- Payment Method. Payments shall be made on a basis. If the Subcontractor completes the Services to the satisfaction of the Contractor, before the full amount of the Payment has been paid, any remaining amount shall be payable in accordance with State Law.
- No Right to Subcontracting. Subcontractor may not subcontract, either part or in whole, the Services authorized under this Agreement.
- Assignment. Subcontractor shall not have the right to assign any rights under this Agreement or any part of the Services issued herein. Subject to the foregoing, this Agreement shall be binding upon the Parties’ heirs, executors, successors and assigns.
XII. Insurance. The Contractor shall require the Subcontractor, along with each of its subcontractors, to have insurance set forth in this Section under the following terms and conditions before commencing Services: General Liability Insurance
General Liability Insurance. Subcontractor shall carry minimum primary General Liability Insurance for the following amounts:
$ State required Minimum or higher, Combined Single Limit: Bodily Injury + Property Damage;
$ State required Minimum, or higher Personal Liability Injury;
$State required Minimum, or higher Aggregate for Products-Completed Operations; and General Aggregate. This shall apply separately to the Services provided by the Subcontractor.
Additional Insurance Requirement. Client, Contractor, and any other entity which the Contractor is required to name as an additional insured under the Prime Contract shall be named as additional insureds under the General Liability Insurance required by this Section and any such insurance afforded the additions insureds shall apply as primary insurance. Any other insurance maintained by the Client or Contractor shall be excess insurance and shall not be called upon to contribute to Subcontractor’s primary or excess insurance carrier’s duty to defend or indemnify unless required by law. The excess insurance required above shall also afford additional insured protection to Client and Contractor. This Section shall, in no event, be construed to require that additional insured insurance coverage be provided to a greater extent than permitted under the statutes or public policy governed under State law. Subcontractor is responsible for providing proof of active/valid workers compensation and unemployment policies prior to beginning work and is required to receive payment.
Certificates of Insurance. Certificates of insurance, including the required additional insured and other endorsements, including waivers of subrogation shall be furnished to Contractor before the performance of any Services.
Maintenance/Cancellation of Insurance. There will be no cancellation or reduction of coverage of any required insurance without thirty (30) days’ written notice to the Contractor. Such notice may be sent by the Subcontractor’s insurance carrier, insurance broker, or the Subcontractor.
Waiver of Subrogation. Subcontractor waives all rights against Contractor, Client, other subcontractors, their agents.
Exclusions. The above insurance coverages are operations by or on behalf of the Subcontractor providing insurance for bodily injury, personal injury, and property damage for the limits of liability indicated, including but not limited to, coverage for (1) the premises and operations (2) products and completed operations (3) contractual liability (4) construction means, methods, techniques, sequences, and procedures, including safety and field supervision. Such coverage shall not be subject to any of the following limiting or exclusionary endorsements: subsidence or earth movement, prior acts or work, action over – precluding indemnity for passive acts of Contractor contributing to injury of a Subcontractor’s employee, contractual limitation – eliminating cover for assumed liability, supervisory or inspection service limitation, insured vs insured cross suits, clauses terminating coverage after a specific period of time, residential or habitational limitation if the Services include residential or habitational work, classification limitation voiding coverage for work not specified, defense inside limits provision, and sub-subcontractor insurance coverage exclusions for failure to satisfy coverage conditions.
XIII. Resolution of Disputes. Mediation as regulated under the laws in the State where the Services are being performed. The parties agree to enter into negotiations, in good faith, and through a neutral mediator in an attempted to resolve the dispute. If a resolution to the dispute cannot be made by mediation, the parties agree to enter into binding arbitration.
If the parties have a dispute, regardless of aforementioned dispute remedies, the Contractor may, before, during, or after any arbitration or mediation, take any steps required by law to preserve or secure any lien on the property to enforce payment of monies due. Specifically, the Contractor may record one or more lien certificates in the appropriate Registry of Deeds and may commence legal action to enforce and preserve any lien as provided under State law.
Completion, as determined under this Section, may be changed if the Services cannot begin or end due to circumstances beyond the control of the Contractor, including but not limited to, lack of readiness of the Location, unavailability of building materials, or any other issues considered outside the control of the parties in this Agreement.
XIV. Termination. Contractor may, at any time and for any reason, terminate Subcontractor’s Services hereunder at the Contractor’s convenience with at least 1 business day(s) notice. In the event of termination for convenience, Subcontractor shall recover only the actual cost of work completed to the date of termination, in approved units of work or percentage of completion.
- Claims. If any claim is made by the Contractor or Subcontractor in connection with a Change Order or regarding any related issue with this Agreement or the performance of Services and/or Services to be provided, either party shall have the right to submit written notice of such claim through certified mail with return receipt. After receipt of a written claim by either party of this Agreement, the parties shall have 2 business day(s) to correct the claim prior to seeking a resolution under the instructions in Section XIII.
XVI. Change Orders. Any alteration or deviation from the from the Services mentioned or any other contractual specifications that result in a revision of this Agreement shall be executed and attached to this Agreement as a change order (“Change Order”).
XVII. Warranty. In addition to any additional warranties agreed to by the parties, the Contractor warrants that the Services will be free of defective materials; constructed according to the standards of the building code applicable to the local, county, and State laws; constructed in a skillful manner and fit for habitation or its appropriate use. The warranty rights and remedies set forth in the State’s Commercial Code apply to this Agreement.
XVIII. Entire Agreement. This Agreement represents the entire agreement between the Contractor and Subcontractor. This Agreement supersedes any prior written or oral representations. Subcontractor, its subcontractors, suppliers and/or materialmen are bound to the Contractor by the prime contract and any contract documents incorporated therein to the same extent as Contractor is bound to the Client insofar as they related in any way, directly or indirectly, to the Services provided and covered in this Agreement.
XIX. Time. Time is of the essence of this Agreement. Subcontractor shall provide the Contractor with scheduling information in a form acceptable to the Contractor and shall conform to the Contractor’s progress schedules, including any changes made by the Contractor in the scheduling of Services. Subcontractor shall coordinate its Services with that of all other contractors, subcontractors, suppliers and/or materialmen so as not to delay or damage their performance.
- Delays. Should the Subcontractor delay the Contractor, or any other contractors, subcontractors, suppliers and/or materialmen on the entire project, Subcontractor will indemnify the Contractor and hold Contractor harmless for any damages, claims, demands, liens, stop notices, lawsuits, attorneys’ fees, and other costs or liabilities imposed on the Contractor connected with said delay by the Subcontractor. Among other remedies for Subcontractor’s delay, the Contractor may supplement the Subcontractor’s work and deduct associated costs at Contractor’s election.
XXI. Inspection of Services. Subcontractor shall make the Services provided accessible at all reasonable times for inspection by the Contractor. Subcontractor shall, at the first opportunity, inspect all material and equipment delivered to the job site by others to be used or incorporated in the Subcontractor’s Services and give prompt notice of any defect therein. Subcontractor assumes full responsibility to protect the work done hereunder until final acceptance by the Contractor or any authorized third (3rd) party.
XXII. Labor Relations. Subcontractor shall maintain labor policies in conformity with the directions of the Contractor and under State laws.
XXIII. Indemnification. To the fullest extent permitted by law, Subcontractor shall defend, indemnify and hold harmless the Client and Contractor along with any of their agents, employees, or individuals associated with their organization from claims, demands, causes of actions and liabilities of any kind and nature whatsoever arising out of or in connection with the Subcontractor’s Services or operations performed under this Agreement and causes or alleged to be caused, in whole or in part, by any act or omission of the Subcontractor or anyone employed directly or indirectly by Subcontractor or on Subcontractor’s account related to Subcontractor’s Services hereunder. This indemnification shall extend to claims occurring after this Agreement is terminated as well as while it is in force. The indemnity shall apply regardless of any passively negligent act or omission of the Client or Contractor, or their agents or employees, but Subcontractor shall not be obligated to indemnify any party for claims arising from the active negligence, sole negligence, or willful misconduct of Client or Contractor or their agents or employees or arising solely by the designs provided by such parties. To the extent that State law limits the defense or indemnity obligations of the Subcontractor either to Contractor or Client, the intent hereunder is to provide the maximum defense and indemnity obligations allowed by the Subcontractor under the law. The indemnity set forth in this Section shall not be limited by any insurance requirement or any other provision of this Agreement.
XXIV. Warranty. Subcontractor warrants to Client and Contractor that any and all materials and equipment furnished shall be new unless otherwise specified and that all Services provided under this Agreement will be performed, at a minimum, in accordance with industry standards. All work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The warranty provided in this Section shall be in addition to and not in limitation of any other warranty or remedy required by law or by the Prime Contract.
XXV. Required Licenses. All parties of this Agreement, including but not limited to, Contractor, Subcontractor, other sub-contractors, and all parties’ direct or indirect employees, and agents shall be licensed in accordance with respective State laws where the individual is performing their trade or service. All individuals under this agreement shall be regulated by their respective licensing board which has jurisdiction to investigate complaints made by any third (3rd) parties.
XXVI. Confidentiality. For the purposes of this Agreement, “Confidential Information” shall mean any information or material that is proprietary to a party or designated as confidential by such party (“Disclosing Party”) and received by another party (“Receiving Party”) as a result of this Agreement. Confidential Information may be considered any information that is conceived, originated, discovered or developed in whole or in part by the Subcontractor in accordance with providing their Services. Confidential Information does not include (1) information that is or becomes publicly known without restriction and without breach of this Agreement or that is employed by the trade at or after the time the Receiving Party first learns of such information; (2) generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade; (3) information the Receiving Party lawfully receives from a third (3rd) party without restriction on disclosure and without breach of a nondisclosure obligation; (4) information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or (5) information the Receiving Party develops independent of any information originating from the Disclosing Party.
Prime Confidential Information. The following shall constitute Confidential Information of the Contractor and should not be disclosed to third (3rd) parties: the deliverables, discoveries, ideas, concepts, software, in various stages of development, designs, drawings, specifications, techniques, models, data, source code, source files and documentation, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how”, marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information, this Agreement and the existence of this Agreement, the relationship between the Contractor and Subcontractor, and any details of the Service under this Agreement. Subcontractor agrees not to use or reference the Contractor and/or their names, likenesses, or logos (“Identity”). Subcontractor will not use or reference Contractor their Identity, directly or indirectly, in conjunction with any other third (3rd) parties.
Non-Disclosure. The parties hereby agree that during the term of this Agreement hereof, and at all times thereafter, and except as specifically permitted herein or in a separate writing signed by the Disclosing Party, the Receiving Party shall not use, commercialize or disclose Confidential Information to any person or entity. Upon termination, or at any time upon the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information, including all notes, data, reference materials, sketches, drawings, memorandums, documentation and records which in any way incorporate Confidential Information.
Right to Disclose. With respect to any information, knowledge, or data disclosed to the Contractor by the Subcontractor, the Subcontractor warrants that the Subcontractor has full and unrestricted right to disclose the same without incurring legal liability to others, and that the Contractor shall have the full and unrestricted rights to use and publish the same as it may see fit. Any restrictions on Contractor’s use of information, knowledge, or data disclosed by Subcontractor must be made known to Contractor.
XXVII. Notices. All notices under this Agreement shall be in writing and sent to the address of the recipient specified herein. Any such notice may be delivered by hand, by overnight courier, certified mail with return receipt, or first class pre-paid letter, and will be deemed to have been received (1) if delivered by hand – at the time of delivery, (2) if delivered by overnight courier – 24 hours after the date of delivery to courier with evidence from the courier, (3) if delivered by certified mail with return receipt – the date as verified on the return receipt, (4) if delivered by first class mail – three (3) business days after the date of mailing.
XXVIII. Injunctive Relief. Subcontractor acknowledges it would be difficult to fully compensate the Client and/or Contractor for damages resulting from any breach of this Agreement. Accordingly, in the event of any breach of this Agreement, the Client and/or Contractor shall be entitled to temporary and/or permanent injunctive relief to enforce such provisions.
XXIX. Severability. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
XXX. Independent Contractor. No term, covenant, condition, or provision of this Agreement shall be considered to create an employer and employee relationship, a master-servant relationship, or a principal and agent relationship between Subcontractor and/or any of the Subcontractor’s employees and the Contractor or Client. All parties to this Agreement attest that the relationship between the Contractor and Subcontractor shall be recognized as the Subcontractor acting as an independent contractor.
XXXI. Force Majeure. Neither party shall be liable for any failure to perform under this Agreement when such failure is due to causes beyond that party’s reasonable control, including, but not limited to, acts of State or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy. In the event of such delay, any date stated herein shall be extended by a period of time necessary by both Contractor and Subcontractor. If the delay remains in effect for a period in excess of thirty (30) days, Contractor has the right to terminate this Agreement upon written notice to the Subcontractor.
XXXII. Governing Law. This Agreement shall be governed under the laws in the State where the Services are being provided.
XXXIII. Additional Provisions. Property Damage, Failure to complete in time. Penalties incurred for instances
IN WITNESS WHEREOF, this Agreement was signed by the parties under the hands of their duly authorized officers and made effective as of the undersigned date.
Contractor’s Signature __________________________ Date ________________
Print Name: ____________________________
Company Name: Paragon Roofing
Subcontractor’s Signature __________________________ Date ________________
Print Name: ____________________________