MASONRY SUBCONTRACTOR AGREEMENT

This Subcontractor Agreement (the “Agreement”) is made between:

Contractor: [CONTRACTOR NAME] with a mailing address of

[CONTRACTOR ADDRESS] (the “Contractor”), AND

Subcontractor: [SUBCONTRACTOR NAME] with a mailing address of

[SUBCONTRACTOR ADDRESS] (the “Subcontractor”).

WHEREAS, the Contractor intends to pay the Subcontractor for Services provided, effective
[MM/DD/YYYY] (the “Effective Date”), under the following terms and conditions:

1. THE CLIENT. The Subcontractor acknowledges that any work performed under this
Agreement must be in accordance with the latest version of the agreement (the “Prime
Contract”) made between the Contractor and [CLIENT NAME] who has a mailing address of
[CLIENT MAILING ADDRESS] (the “Client”).

2. SERVICES. The Subcontractor agrees to perform the following (the “Services”):

[LIST SERVICES HERE].

3. SUBCONTRACTOR RESPONSIBILITIES. The Subcontractor shall be responsible for

providing the following when performing the Services: (check all that apply)
☐ - Labor. Including, but not limited to, employees, subcontractors, and any other
individuals or agents.
☐ - Materials. Including, but not limited to, all supplies and products.
☐ - Equipment. Including, but not limited to, machinery, accessories, or devices.
☐ - Transportation. Including, but not limited to, ensuring that the above-mentioned
responsibilities are provided at the Location mentioned in Section 4.
☐ - Other: [OTHER RESPONSIBILITIES].

The Subcontractor shall not be responsible for any aforementioned items that are not
selected unless otherwise stated in this Agreement.

4. LOCATION. The primary location for the Services completed by the Subcontractor shall be:
(choose one)
☐ - Specific Address: [PRIMARY LOCATION ADDRESS] (the “Location”).
☐ - Determined at a later time by the Contractor (the “Location”).

5. START DATE. The Subcontractor shall be permitted to begin the Services on

[MM/DD/YYYY] (the “Start Date”).

6. COMPLETION. The Subcontractor will be required, unless otherwise stated under the terms
of this Agreement, to complete the Services: (choose one)
☐ - By the specific date of [MM/DD/YYYY].
☐ - In a reasonable time period in accordance with industry standards.
☐ - Other: [OTHER COMPLETION REQUIREMENTS].

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7. PAYMENT AMOUNT. Payment for the Services shall be as follows: (choose one)
☐ - $[AMOUNT] for the Services (the “Payment”).
☐ - At an hourly rate of $[HOURLY RATE] per hour (the “Payment”).
☐ - Other: [OTHER PAYMENT AMOUNT] (the “Payment”).

Payment shall be made by the Contractor to the Subcontractor as follows: (choose one)
☐ - Immediately upon completion of the Services to the satisfaction of the Contractor.
☐ - Within [#] business days after completion of the Services to the satisfaction
of the Contractor.
☐ - Shall be paid on a ☐ weekly ☐ monthly ☐ quarterly ☐ [OTHER BASIS]
basis. If the Subcontractor completes the Services to the satisfaction of the
Contractor before the full amount or balance has been fully paid, any remaining
amount shall be payable immediately.
☐ - Other: [OTHER PAYMENT METHOD].

Completion shall be defined as the fulfillment of Services as described in Section 2 in

accordance with industry standards and to the approval of the Contractor, not to be
unreasonably withheld.

8. TERMINATION. During the course of this Agreement: (choose one)

☐ - NEITHER party can terminate this agreement until the Services have been
completed.
☐ - CONTRACTOR ONLY can terminate this agreement with [#] days' notice.
☐ - SUBCONTRACTOR ONLY can terminate this agreement with [#] days'
notice.
☐ - BOTH parties can terminate this agreement with [#] days' notice.

9. SUBCONTRACTING. The Subcontractor shall have: (choose one)

☐ - Right to Subcontracting. The Subcontractor may subcontract, either in part or in
whole, the Services authorized under this Agreement. The Subcontractor shall be
required to obtain a written agreement from each subcontractor that is the same or
comparable to the Sections of this Agreement and approved, in writing, by the
Contractor.
☐ - No Right to Subcontracting. The Subcontractor may not subcontract, either in part or
in whole, the Services authorized under this Agreement.

10. INSURANCE. The Subcontractor agrees to bear all responsibility for the actions related to
themselves and their employees or personnel under this Agreement. In addition, the
Subcontractor agrees to obtain comprehensive liability insurance coverage in case of bodily
or personal injury, property damage, contractual liability, and cross-liability (the “Liability
Insurance”).

The amount ($) for the Liability Insurance shall: (choose one)
☐ - Be a minimum amount of combined single limit of $[AMOUNT].
☐ - NOT have a minimum amount required, unless otherwise required by federal, state,
or local laws and authorities.

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11. RESOLUTION OF DISPUTES. If a dispute arises concerning the provisions of this
Agreement or the performance of any of the parties mentioned, the parties hereby agree to
settle the dispute by equally paying for one of the following: (choose one)
☐ - Binding Arbitration as regulated under the laws in the state where the Services
are being performed. The parties agree to accept the final decision made by the
Arbitrator.
☐ - Non-Binding Arbitration as regulated under the laws in the state where the
Services are being performed. The parties have the right to not accept the decision
of the arbitrator; in such event, the dispute shall be solved by litigation.
☐ - 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 attempt to resolve the dispute. If a resolution to the dispute
cannot be made by mediation, the parties agree to enter into binding arbitration.

12. ASSIGNMENT. The 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.

If the parties have a dispute, regardless of which of the above are checked, 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.

13. CLAIMS. If any claim is made by the Contractor or the 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 thirty (30) business days to correct
the claim prior to seeking a resolution under the instructions in Section 12.

14. REQUIRED LICENSES. All parties of this Agreement including, but not limited to, the
Contractor, the Subcontractor, other subcontractors, 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.

15. CHANGE ORDERS. Any alteration or deviation 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 (the “Change Order”).

16. DELAYS. Should the Subcontractor delay the Contractor, or any other contractors,
subcontractors, suppliers or materialmen on the entire project, the Subcontractor will
indemnify the Contractor and hold the Contractor harmless for any damages, claims,

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 demands, liens, stop notices, lawsuits, attorneys' fees, and other costs or liabilities imposed
on the Contractor connected with said delay. Among other remedies for the Subcontractor's
delay, the Contractor may supplement the Subcontractor's work and deduct associated
costs at the Contractor's election.

17. INSPECTION OF SERVICES. The Subcontractor shall make the Services accessible at all
reasonable times for inspection by the Contractor. The 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.
The Subcontractor assumes full responsibility to protect the work done hereunder until final
acceptance by the Contractor or any authorized third (3rd) party.

18. LABOR RELATIONS. The Subcontractor shall maintain labor policies in conformity with the
directions of the Contractor and under state laws.

19. INDEMNIFICATION. The Subcontractor shall indemnify and hold the Contractor and Client
harmless from any loss or liability from performing the Services under this Agreement.

20. WARRANTY. The 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.

21. 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.

22. INJUNCTIVE RELIEF. The 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.

23. 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.

24. 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 the 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 the Subcontractor shall
be recognized as the Subcontractor acting as an independent contractor.

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25. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the
Contractor and the Subcontractor. This Agreement supersedes any prior written or oral
representations. The Subcontractor and 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 the Contractor is bound to the Client insofar as they are
related in any way, directly or indirectly, to the Services provided and covered in this
Agreement.

26. 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 the Contractor and the Subcontractor. If the delay remains in effect
for a period more than thirty (30) days, the Contractor has the right to terminate this
Agreement upon written notice to the Subcontractor.

27. GOVERNING LAW. This Agreement shall be governed under the laws in the State of
[STATE].

28. ATTACHMENTS. The Contractor may attach any plans, schematics, drawings, details, or
other information to assist the Subcontractor with the aforementioned Services. Any
attachment made shall be made part of this entire Agreement.

29. ADDITIONAL PROVISIONS.

[LIST ANY ADDITIONAL PROVISIONS HERE (OPTIONAL)].

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 Signature: ___________________________________

Date: [MM/DD/YYYY]

Print Name: [CONTRACTOR NAME]

Subcontractor’s Signature: _______________________________

Date: [MM/DD/YYYY]

Print Name: [SUBCONTRACTOR NAME]

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