Contract Between Agency-general Contractor and Subcontractor

8/13/2019 Contract Between Agency-general Contractor and Subcontractor

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Contract Between Agency-General Contractor and Subcontractor

This Agreement is made on __________________[ date ], between __________________[ name of agency ] ( Agency ), with a principal place of business at __________________[ address ], and [ name of subcontractor ] ( Subcontractor ), an

independent contractor, with a principal place of business at __________________[ address ].

1 TERM OF CONTRACT

1.01. This agreement will become effective __________________[on the date statedabove or on __________________ ( date )], and will continue in effect

__________________[until the services provided for in this agreement have been performed or until terminated as provided in this agreement or for a period of __________________ ( specify )

__________________ (months or years) unless terminated earlier].

2 SERVICES TO BE PERFORMED BY SUBCONTRACTOR

Specif ic Services

[Ch oose one of the fol lowing: ]

2.01. Subcontractor agrees to [ describe in detail the services to be performed ] [add ifapplicable: for __________________ ( name of principal )].

[OR ]

2.01. Subcontractor agrees to perform the services specified in the Description ofServices attached to this agreement and incorporated into this agreement by reference [ add ifapplicable: for __________________ ( name of principal )].

[Contin ue with the foll owing: ]


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M ethod of Perfor min g Services

2.02. Subcontractor will determine the method, details, and means of performing theabove-described services.

Status of Subcontr actor

2.03. Subcontractor enters into this agreement, and will remain throughout the term ofthe agreement, as an independent contractor. Subcontractor agrees that __________________[he or she] is not and will not become an employee, partner, agent, or principal of Agency whilethis agreement is in effect. Subcontractor agrees __________________ [he or she] is not entitledto the rights or benefits afforded to Agency s employees, including disability or unemploymentinsurance, workers compensation, medical insurance, sick leave, or any other employment

benefit. Subcontractor is responsible for providing, at __________________[his or her] ownexpense, disability, unemployment, and other insurance, workers compensation, training,

permits, and licenses for [himself or herself] and for __________________[his or her]employees and subcontractors.

Payment of I ncome Taxes

2.04. Subcontractor is responsible for paying when due all income taxes, includingestimated taxes, incurred as a result of the compensation paid by Agency to Subcontractor forservices under this agreement. On request, Subcontractor will provide Agency with proof oftimely payment. Subcontractor agrees to indemnify Agency for any claims, costs, losses, fees,

penalties, interest, or damages suffered by Agency resulting from Subcontractor s failure tocomply with this provision.

Use of E mployees or Subcontractors

2.05. Subcontractor may, at Subcontractor s own expense, use any employees or sub-subcontractors as Subcontractor deems necessary to perform the services required of

Subcontractor by this agreement. Agency may not control, direct, or supervise Subcontractor

semployees or sub-subcontractors in the performance of those services.


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3 COMPENSATION


F lat Rate

3.01. In consideration for the services to be performed by Subcontractor, Agency agreesto pay Subcontractor $ ____________.

[OR ]

3.01. Agency agrees to pay Subcontractor according to the schedule of payments in the Description of Services attached to this agreement and incorporated into this agreement byreference.

[OR ]

H ourl y, Dail y, or M onthly Compensation

3.01. In consideration for the services to be performed by Subcontractor, Agency agreesto pay to Subcontractor [ e.g., $70 per hour or $500 per day or $15,000 per month].



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Date for Payment of Compensation

[F or a fl at rate contr act, include the following provision: ]

3.02. For services rendered under this agreement, Agency agrees to pay Subcontractorthe sum set forth in Paragraph 3.01 of this agreement __________________ [ e.g., on completionof work or at the rate of $15,000 per month, payable on the first day of each month, until theentire sum has been paid or $ ____________ on the commencement of this agreement and the

balance in monthly installments of $ ____________, payable on the first day of each month].

[OR ]

[F or an hourl y or per diem contract, include the foll owing provision: ]

3.02. Subcontractor will submit to Agency a statement of services rendered at the end ofeach month. Agency agrees to pay the amount due to Subcontractor for services within 15 daysof receipt of the statement.



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Payment of Expenses

[U se if subcontractor wil l pay for expenses: ]

3.03. Subcontractor will be responsible for all expenses incurred in performing servicesunder this agreement.

[OR ]

[Use if agency wil l reimbur se subcontractor for expenses: ]

3.03. Agency will reimburse Subcontractor for all reasonable expenses incurred in performing services under this agreement. The term expenses includes [ e.g., costs of travel,telephone bills, supplies, and the services of sub-subcontractors]. Subcontractor will provideAgency with receipts for all expenses [ add if applicable: in excess of $25].



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4 OBLIGATIONS OF SUBCONTRACTOR

M inimum Amount of Service

4.01. Subcontractor agrees to devote a minimum of ____________ hours per month to performing the above-described services.

Non-Exclusive Relati onshi p

4.02. Subcontractor may represent, perform services for, and contract with as manyadditional agencies, clients, persons, or companies as Subcontractor, in __________________[his or her] sole discretion, sees fit.

Time and Place of Perf orming Work

[Use if subcontractor may choose place of work: ]

4.03. Subcontractor may perform the services under this agreement at any suitable timeand location __________________[he or she] chooses.


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[OR ]

[Use if nature of work r equi res that subcontr actor work at premises of agency s principal: ]

4.03. Subcontractor will perform the services under this agreement on premises ofAgency s principal [ specify time, e.g, during principal s regular business hours or between thehours of 9:00 A.M. and 5:00 P.M . each weekday], as specified in the contract between Agency andAgency s principal. The services must be performed on these premises and during these hours

because [ specify, e.g., the painting of the principal s house can only be performed duringdaylight hours when the principal is not at home].

Tools, M ateri als, and Equi pment

4.04. Subcontractor will supply all tools, materials, and equipment required to performthe services under this agreement.

Workers Compensation

4.05. Subcontractor agrees to provide workers compensation insurance forSubcontractor s employees and agents and agrees to hold harmless and indemnify Agency forany and all claims arising out of any injury, disability, or death of any of Subcontractor semployees or agents.



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L iability In surance

4.06. Subcontractor agrees to maintain a policy of insurance in the minimum amount of$ ____________ to cover any negligent acts or omissions committed by Subcontractor orSubcontractor s employees or agents during the performance of any duties under this agreement.

Subcontractor further agrees to indemnify and hold Agency free and harmless from any and allclaims arising from any such negligent act or omission.

[OR ]

L imited L iability

4.06. Subcontractor will not be liable to Agency, or to anyone who may claim any rightdue to a relationship with Agency, for any acts or omissions in the performance of services underthe terms of this agreement or on the part of the employees or agents of Subcontractor unlessthose acts or omissions are due to willful misconduct. Agency will indemnify and holdSubcontractor free and harmless from any obligations, costs, claims, judgments, attorneys fees,and attachments arising from, growing out of, or in any way connected with the servicesrendered to Agency under the terms of this agreement, unless Subcontractor is judged by a court

of competent jurisdiction to be guilty of willful misconduct.



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Subcontractor s Quali fi cations

4.07. Subcontractor represents that __________________[he or she] has thequalifications and skills necessary to perform the services under this agreement in a competent,

professional manner, without the advice or direction of Agency. This means Subcontractor is

able to fulfill the requirements of this agreement. Failure to perform all the services requiredunder this agreement constitutes a material breach of the agreement. Subcontractor has completeand sole discretion for the manner in which the work under this agreement will be performed.

Indemnity

4.08. Subcontractor agrees to indemnify, defend, and hold Agency free and harmlessfrom all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries,and deficiencies, including interest, penalties, attorneys fees, and costs, that Agency may incuras a result of a breach by Subcontractor of any representation or agreement contained in thisagreement.

Assignment

4.09. Neither this agreement nor any duties or obligations under this agreement may beassigned by Subcontractor without the prior written consent of Agency.

5 OBLIGATIONS OF AGENCY

Cooperati on of Agency

5.01. Agency agrees to comply with all reasonable requests of Subcontractor necessaryto the performance of Subcontractor s duties under this agreement.

Procur ement of Contr acts

5.02. Agency agrees to exert a reasonable effort to procure contracts for Subcontractor[describe type of work subcontractor seeks, e.g., involving bricklaying work] and capable of

being performed by Subcontractor.


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Assignment

5.03. Neither this agreement nor any duties or obligations under this agreement may beassigned by Agency without the prior written consent of Subcontractor.

6 TERMINATION OF AGREEMENT


Expi ration of Agreement

6.01. Unless otherwise terminated as provided in this agreement, this agreement willcontinue in effect [ specify length corresponding with that set forth in 1.01, e.g., for a period of

__________________ ( specify ) __________________ (months or years) or until the services

provided for in this agreement have been fully and completely performed] and shall thenterminate unless renewed in writing by both parties.

[OR ]

Termi nation on Notice

6.01. Notwithstanding any other provision of this agreement, either party may terminatethis agreement at any time by giving [ specify reasonable notice based on type of services to berendered by contractor, e.g., 30 days ] written notice to the other party. Unless otherwiseterminated as provided in this agreement, this agreement will continue in force [ specify length


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(c)Subcontractor s material breach of any representation or agreementcontained in Paragraph 4.07.

(d)Agency s material breach of any representation or agreement contained inthis Agreement.

(e)__________________ [ specify other situation constituting materialbreach ].

7 GENERAL PROVISIONS

Notices

7.01. Any notices required to be given under this agreement by either party to the othermay be effected by personal delivery in writing or by mail, registered or certified, postage

prepaid with return receipt requested. Mailed notices must be addressed to the parties at theaddresses appearing in the introductory paragraph of this agreement, but each party may changethe address by giving written notice in accordance with this paragraph. Notices delivered

personally will be deemed communicated as of actual receipt; mailed notices will be deemed

communicated as of [ e.g., the day of receipt or the fifth day after mailing, whichever occursfirst].

Enti re Agreement of the Par ties

7.02. This agreement supersedes any and all agreements, either oral or written, betweenthe parties with respect to the rendering of services by Subcontractor for Agency and contains all

of the representations, covenants, and agreements between the parties with respect to therendering of those services. Each party to this agreement acknowledges that no representations,inducements, promises, or agreements, orally or otherwise, have been made by any party, oranyone acting on behalf of any party, which are not contained in this agreement, and that noother agreement, statement, or promise not contained in this agreement will be valid or binding.Any modification of this agreement will be effective only if it is in a writing signed by the partyto be charged.


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Partial I nvalidity

7.03. If any provision of this agreement is held by a court of competent jurisdiction to beinvalid, void, or unenforceable, the remaining provisions will continue in full force and effectwithout being impaired or invalidated in any way.

Payment of M oneys Du e Deceased Subcontr actor

7.04. If Subcontractor dies before completing the services under this agreement, anymoneys due Subcontractor from Agency under this agreement as of the date of death will be paidto the Subcontractor s executors, administrators, heirs, personal representatives, successors, andassigns.

Arbitration


7.05. Any controversy between the parties to this agreement involving the constructionor application of any of the terms, covenants, or conditions of this agreement will, on the writtenrequest of one party served on the other, be submitted to arbitration. The arbitration will complywith and be governed by the provisions of the California Arbitration Act, Sections 1280 through

1294.2 of the California Code of Civil Procedure. The parties will each appoint one person to hear and determine the dispute. If those two

persons are unable to agree, then they will select a third impartial arbitrator whose decision will be final and conclusive on both parties. The cost of arbitration will be borne in a proportion thearbitrators determine.

[OR ]

7.05. Any controversy or claim arising out of or relating to this agreement or the breachof the agreement will be settled by arbitration in accordance with the rules of the American

Arbitration Association. Judgment on the award rendered by the arbitrators may be entered inany court having jurisdiction over the award.



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[Use to provide for li quidated damages: ]

L iqu idated Damages

7.06. The parties agree that in the event of a breach of this agreement by either party, itwould be impracticable or extremely difficult to fix the actual damage and, therefore, the

breaching party will pay to the non-breaching party as liquidated damages and not as a penaltythe sum of $ ____________, which represents a reasonable compensation for the loss incurred

because of the breach.


Attorneys

F ees 7.07. If any [legal action or specify more limited provision, e.g., legal action based in

contract law], including an action for declaratory relief, is brought to enforce or interpret the provisions of this agreement, the prevailing party will be entitled to reasonable attorney s fees,which may be set by the court in the same action or in a separate action brought for that purpose,in addition to any other relief to which that party may be entitled.

Govern ing Law

7.08. This agreement will be governed by and construed in accordance with the laws ofthe State of California.


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Executed at __________________[ city ], ______________ [ state ], on __________________[ date ].

AGENCY

[typed name ]By: __________________ [ signature ]

[typed name and title ]

SUBCONTRACTOR

__________________ [ signature ]

[typed name ]

Contract Between Agency-general Contractor and Subcontractor

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Transcript of Contract Between Agency-general Contractor and Subcontractor