Subcontractor Agreement Template

In this Agreement, the following terms shall have the meanings set out below, unless the context otherwise requires:

"Applicable Law" means all laws, statutes, regulations, codes, orders, permits, licenses and binding requirements of any competent authority in force from time to time in [governing jurisdiction] or at the Site, which apply to the Parties, the Project or the Subcontract Works.

"Client" means [Client legal name] and its successors and permitted assigns, being the party for whom the Main Contractor is to carry out the Main Contract Works.

"Completion" means the stage at which the Subcontract Works have been completed in accordance with this Agreement, save for minor outstanding items that do not prevent the use of the Subcontract Works or the Main Contract Works for their intended purpose, as certified by the Main Contractor in writing under Section 11.

"Defects Liability Period" means the period commencing on the date of completion of the Main Contract Works as certified under the Main Contract and ending on the later of (a) the expiry of the defects liability period under the Main Contract, and (b) [12] months from that date, as extended pursuant to this Agreement.

"Delay Damages" means the liquidated damages payable by the Subcontractor under Section 7, at the rate of [amount] per day of delay.

"Main Contract" means the contract between the Main Contractor and the Client dated [Main Contract date], including its conditions, specifications, drawings, bills and all amendments thereto.

"Main Contract Works" means the whole of the works to be executed by the Main Contractor under the Main Contract.

"Milestone" means each stage of the Subcontract Works identified as a payment milestone in Section 9, the achievement of which entitles the Subcontractor to a Milestone Payment subject to the terms of this Agreement.

"Milestone Payment" means the portion of the Subcontract Price payable upon achievement of a Milestone, as set out in Section 9.

"Program" means the program for the execution of the Subcontract Works, including key dates and Milestone dates, as approved by the Main Contractor under Section 6.

"Retention" means the amount retained by the Main Contractor from each payment pursuant to Section 10, being [Retention percentage]% of each payment otherwise due.

"Site" means the place or places at which the Project is located and the Subcontract Works are to be executed, being [Site address/description].

"Subcontract Price" means the sum of [amount and currency] payable to the Subcontractor for the proper execution and completion of the Subcontract Works, as adjusted in accordance with this Agreement.

"Subcontract Works" means the works and services described in Section 2, together with any Variations, to be performed by the Subcontractor under this Agreement.

"Variation" means any addition, omission, substitution, alteration or change to the Subcontract Works, or to the sequence, timing or methods of their execution, instructed or approved in accordance with Section 8.

Headings are for convenience only and do not affect interpretation. References to Sections are to sections of this Agreement. The singular includes the plural and vice versa, and "including" means "including without limitation".

If there is any conflict between this Agreement and the Main Contract provisions flowed down hereunder, the provision imposing the more onerous obligation on the Subcontractor shall prevail, to the extent necessary to enable the Main Contractor to comply with the Main Contract, unless expressly stated otherwise.

References to a "day" are to a calendar day. References to "written" or "in writing" include email only where this Agreement expressly so permits. Time shall be of the essence with respect to the Subcontractor's obligations hereunder.

The Main Contractor hereby appoints the Subcontractor, and the Subcontractor accepts the appointment, to execute and complete the following works and services in connection with the Project: [detailed description of the scope of Subcontract Works, including trade, deliverables, quantities, specifications, standards and drawings].

The Subcontract Works include all labor, supervision, materials, goods, plant, equipment, temporary works, transport, and all other things necessary for the proper execution, completion and remediation of the Subcontract Works, whether or not expressly described, to the extent reasonably inferable from the Agreement or necessary to achieve the purposes of the Subcontract Works.

The Subcontract Works exclude the following items, which shall be performed by others: [exclusions]. Any work not expressly included shall not be performed except pursuant to a Variation.

The Subcontractor shall execute the Subcontract Works in a proper, workmanlike and diligent manner, in accordance with this Agreement, the Main Contract provisions applicable to the Subcontract Works, Applicable Law, good industry practice, and the reasonable instructions of the Main Contractor.

The Subcontractor acknowledges that it has inspected and satisfied itself as to the Site, its surroundings, access, ground and working conditions, and all local conditions and circumstances that may affect the Subcontract Works or the Subcontract Price, and that it has not relied on any information provided by the Main Contractor except as expressly warranted herein.

The Subcontractor shall coordinate and cooperate with the Main Contractor, the Client, and other contractors and subcontractors at the Site, and shall not hinder or interfere with their work.

The Main Contractor's representative for the purposes of this Agreement is [name, title, contact details], and the Subcontractor's representative is [name, title, contact details]. Each Party may replace its representative by written notice.

The Subcontractor acknowledges that it has been provided with, or has had the opportunity to review, a complete copy of the Main Contract (excluding only pricing information the Main Contractor is entitled to withhold), and that it is familiar with its terms insofar as they relate to the Subcontract Works.

The provisions of the Main Contract, to the extent they relate to the Subcontract Works, are incorporated into this Agreement as if set out in full, with references to the "Contractor" being read as references to the Subcontractor, and references to the "Client" or "Employer" being read as references to the Main Contractor, except where the context requires references to the Client to be retained.

The Subcontractor shall perform the Subcontract Works so as to enable the Main Contractor to comply with its obligations under the Main Contract, and shall not do or omit to do anything that would place the Main Contractor in breach of the Main Contract or render it liable to the Client.

The Subcontractor assumes towards the Main Contractor all obligations and liabilities that the Main Contractor owes to the Client under the Main Contract in respect of the Subcontract Works, and shall be bound by any decision, determination, certificate or award made under the Main Contract to the extent it relates to the Subcontract Works.

Where the Main Contract provides time limits for the giving of notices, claims or requests, the Subcontractor shall give the corresponding notice to the Main Contractor within a period that is [two (2)] days shorter than the period under the Main Contract, failing which the Subcontractor shall be deemed to have waived the relevant entitlement as against the Main Contractor.

The Subcontractor shall have no greater rights, remedies or entitlements against the Main Contractor than the Main Contractor has against the Client under the Main Contract in respect of the Subcontract Works. Nothing in the Main Contract shall give the Subcontractor any right of action against the Client.

If any Main Contract provision is incapable of incorporation or conflicts with an express term of this Agreement, the express terms of this Agreement shall prevail, save that the Subcontractor shall in all cases ensure that the Main Contractor is not prejudiced in its dealings with the Client.

The Main Contractor shall make available to the Subcontractor, upon written request, such parts of the Main Contract as are reasonably required by the Subcontractor to perform its obligations, and the Subcontractor shall keep them confidential in accordance with Section 17.

The Subcontractor represents, warrants and undertakes to the Main Contractor that it is duly organized, validly existing and has full power and authority to enter into and perform this Agreement, and that this Agreement constitutes its legal, valid and binding obligations.

The Subcontractor warrants that the Subcontract Works, and all materials, goods and equipment supplied, shall be of satisfactory quality, new unless otherwise specified, fit for their intended purpose, free from defects in design (to the extent of any design responsibility of the Subcontractor), materials and workmanship, and in conformity with this Agreement and the Main Contract.

The Subcontractor shall employ and maintain sufficient numbers of suitably qualified, skilled, licensed and experienced personnel, and shall be responsible for their acts, omissions, supervision, wages, benefits, taxes and statutory contributions. The Main Contractor may require the removal of any person from the Site who is, in its opinion, incompetent, negligent or in breach of Site rules, and the Subcontractor shall promptly replace that person at its own cost.

The Subcontractor shall comply with Applicable Law, all permits and licenses, and all health, safety, security, environmental, labor, anti-bribery, anti-corruption, sanctions and Site rules and procedures, and shall promptly report any accident, incident or non-compliance to the Main Contractor.

The Subcontractor shall obtain and maintain at its own cost all licenses, registrations and approvals required for it to perform the Subcontract Works, and shall pay all taxes, duties, levies and charges arising from its performance of this Agreement.

The Subcontractor shall keep the Site and its working areas clean and tidy, remove waste and surplus materials, protect existing and completed work, and make good at its own cost any damage caused by it to the Site, the Main Contract Works or the property of third parties.

The Subcontractor shall provide the Main Contractor with such progress reports, records, test results, certificates, manuals and documentation as the Main Contractor may reasonably require or as are required under the Main Contract, and shall permit the Main Contractor and the Client to inspect the Subcontract Works at all reasonable times, including at off-Site premises.

The Subcontractor shall pay its own suppliers and sub-subcontractors in a timely manner and shall keep the Main Contract Works free from all liens, charges and encumbrances arising from its acts or omissions, indemnifying the Main Contractor against any such claims.

The Main Contractor shall, subject to the Subcontractor's compliance with this Agreement, grant the Subcontractor such access to the Site as is reasonably necessary for the performance of the Subcontract Works, in accordance with the Program and subject to the Main Contractor's rights of access under the Main Contract. Access shall be non-exclusive and shall be subject to Site rules.

The Main Contractor shall provide the information, drawings and instructions identified as being the Main Contractor's responsibility in [description/timing of Main Contractor-provided items], and shall pay the Subcontractor in accordance with, and subject to, Section 9.

The Main Contractor shall have no obligation to provide facilities, utilities, storage, cranes, scaffolding or other services unless expressly stated in [list of facilities, if any]. Any facilities provided shall be on an as-is basis, shall be used at the Subcontractor's risk, and may be subject to reasonable charges notified in advance.

The Main Contractor may, at any time, issue written instructions to the Subcontractor in relation to the Subcontract Works, and the Subcontractor shall comply promptly. Instructions necessary to comply with a direction of the Client shall be binding without prejudice to the Subcontractor's rights under Section 8.

The Main Contractor's review, comment, approval or failure to comment upon any document, design, material or work of the Subcontractor shall not relieve the Subcontractor of any obligation or liability under this Agreement.

The Main Contractor's obligations under this Agreement are limited to those expressly stated, and any delay or failure by the Main Contractor shall entitle the Subcontractor only to the relief provided for in Section 7, provided the Subcontractor has complied with the notice requirements thereof.

The Subcontractor shall commence the Subcontract Works on [commencement date] or such other date as the Main Contractor may notify in writing (the "Commencement Date"), and shall proceed regularly, diligently and without delay.

Within [number] days after the Effective Date, and in any event before commencing work, the Subcontractor shall submit to the Main Contractor for approval a detailed Program showing the sequence, duration and Milestone dates of the Subcontract Works, resources, and procurement of long-lead items. The approved Program shall form part of this Agreement.

The Subcontractor shall complete the Subcontract Works, and each Milestone, by the dates stated in the Program and in any event by [date for completion] (the "Time for Completion"), as extended in accordance with this Agreement. The Subcontractor acknowledges that the Time for Completion has been fixed having regard to the Main Contract programme.

The Subcontractor shall update the Program at intervals of not more than [number] days, or promptly upon request or upon any change likely to affect progress, and shall attend progress meetings convened by the Main Contractor. Approval of the Program or any update shall not constitute an extension of time.

If, in the opinion of the Main Contractor, progress is or is likely to be behind the Program, the Subcontractor shall, at its own cost and upon written notice, take all steps necessary to expedite progress, including working additional hours, adding resources or re-sequencing, without entitlement to additional payment.

The Subcontractor shall not be entitled to claim additional time or money for any matter arising from the sequence or timing of work by others at the Site except as provided in Section 7, and shall plan its work accordingly.

If the Subcontractor fails to achieve any Milestone or to complete the Subcontract Works by the Time for Completion, it shall pay the Main Contractor Delay Damages at the rate of [amount] per day from the due date until the date of Completion or termination, whichever is earlier. The Parties agree that Delay Damages are a genuine pre-estimate of loss and not a penalty.

Without prejudice to the foregoing, if the Main Contractor becomes liable to the Client for delay damages or other losses by reason of the Subcontractor's delay, the Subcontractor shall reimburse the Main Contractor for the full amount thereof, to the extent they exceed the Delay Damages already paid in respect of the same period, and for any other losses arising from the delay.

The Subcontractor shall be entitled to an extension of the Time for Completion only where (a) a delay is caused by a Variation, by an act or omission of the Main Contractor, or by an event for which the Main Contractor obtains an extension of time under the Main Contract in respect of the Subcontract Works; (b) the delay affects the critical path of the Program; (c) the Subcontractor has used all reasonable endeavors to mitigate the delay; and (d) the Subcontractor has given written notice with supporting particulars within [number] days of becoming aware of the event.

The extension of time to which the Subcontractor is entitled shall not exceed the extension granted to the Main Contractor by the Client in respect of the same event, and the Main Contractor shall have no obligation to pursue the Client on the Subcontractor's behalf except as provided in this Agreement.

An extension of time shall be the Subcontractor's sole remedy for delay, and the Subcontractor shall not be entitled to any additional payment, loss, expense or damages for delay or disruption except to the extent the Main Contractor actually recovers corresponding sums from the Client in respect of the Subcontract Works, less its reasonable costs of recovery.

Delay Damages may be deducted from any sum due to the Subcontractor or recovered as a debt. Payment or deduction of Delay Damages shall not relieve the Subcontractor from its obligation to complete the Subcontract Works or from any other obligation under this Agreement.

The total Delay Damages payable shall not exceed [percentage]% of the Subcontract Price.

The Main Contractor may at any time by written instruction order a Variation, and the Subcontractor shall execute it without delay. The Subcontractor shall not carry out any Variation without a written instruction from the Main Contractor's representative.

Within [number] days of receiving an instruction, or of becoming aware of circumstances it considers constitute a Variation, the Subcontractor shall give written notice and submit a detailed quotation for the adjustment to the Subcontract Price and Time for Completion, supported by itemized rates, quantities and a program impact analysis. Failure to do so within that period shall constitute a waiver of any entitlement.

The value of a Variation shall be determined (a) by applying rates and prices in this Agreement where applicable; (b) failing which, by rates agreed between the Parties, reasonably derived from comparable items; or (c) failing agreement, on a fair and reasonable cost basis, with a mark-up for overhead and profit not exceeding [percentage]%.

The Main Contractor may require the Subcontractor to proceed with a Variation pending agreement of its value, and the Subcontractor shall not suspend or delay the Subcontract Works by reason of any dispute concerning valuation.

The Subcontractor shall not be entitled to payment for any work performed without written instruction, or for any claim for additional payment not notified in accordance with this Section, even if the work benefits the Main Contract Works.

Where a Variation is instructed by the Client under the Main Contract, the valuation and time adjustment payable to the Subcontractor shall not exceed those allowed by the Client in respect of the relevant Subcontract Works, subject to the Main Contractor's good faith efforts to obtain a fair valuation.

Where a Variation omits any part of the Subcontract Works, the Subcontract Price shall be reduced by the value of the omitted work, and the Subcontractor shall have no claim for loss of profit or overheads in respect of the omitted work.

In consideration of the proper execution and completion of the Subcontract Works, the Main Contractor shall pay the Subcontractor the Subcontract Price in accordance with this Section. The Subcontract Price is [fixed lump sum / other basis] in [currency], and includes all costs, expenses, taxes (other than any value-added or similar tax which shall be treated as stated below), duties, overhead and profit.

The Subcontract Price shall be payable in installments upon achievement of the following Milestones: [Milestone 1 description – percentage/amount of Subcontract Price]; [Milestone 2 description – percentage/amount]; [Milestone 3 description – percentage/amount]; [further Milestones as required]. A Milestone shall be deemed achieved only when the Main Contractor has certified in writing that the relevant work has been completed in accordance with this Agreement.

Upon achievement of a Milestone, the Subcontractor may submit an invoice for the Milestone Payment, together with such supporting documentation as the Main Contractor may require, including evidence of payment of its suppliers, sub-subcontractors and personnel. The invoice shall be a valid tax invoice and shall identify the Milestone, the gross amount, the Retention and the net amount.

Subject to Section 10 and the following paragraphs of this Section, the Main Contractor shall pay the undisputed amount of a properly submitted invoice within [number] days after it has received payment from the Client in respect of the corresponding part of the Subcontract Works (but in any event not later than [longstop number] days after receipt of the invoice, unless the Client's non-payment is the cause).

It is an express condition precedent to the Main Contractor's obligation to pay any sum to the Subcontractor that the Main Contractor has received payment from the Client of the corresponding amount (pay-when-paid). If the Client fails to pay, in whole or in part, for any reason other than the Main Contractor's default, the Main Contractor shall not be obliged to pay the relevant sum until it is received, and the Subcontractor shall have no right to interest or suspension in respect thereof. The Main Contractor shall use reasonable endeavors, at the Subcontractor's cost, to recover such sums where the Subcontractor so requests in writing.

The Main Contractor may deduct or set off from any sum due to the Subcontractor any amount owed by the Subcontractor to the Main Contractor under this or any other agreement, including Delay Damages, costs of remedial works, and amounts for which the Main Contractor is entitled to be indemnified.

Payment shall not constitute approval of the Subcontract Works nor waive any right of the Main Contractor. Any overpayment shall be refunded within [number] days of demand.

All sums are exclusive of value-added, sales or similar tax, which, where properly chargeable, shall be paid in addition against a valid tax invoice. Each Party shall bear its own income taxes, and the Main Contractor may withhold any taxes required by Applicable Law to be withheld.

Interest on undisputed overdue sums that are not subject to the pay-when-paid condition shall accrue at [rate]% per annum, as the Subcontractor's sole remedy for late payment.

The Main Contractor shall retain [Retention percentage]% of each Milestone Payment and any other sum otherwise due to the Subcontractor (the "Retention"), as security for the performance of the Subcontractor's obligations under this Agreement, including the remedying of defects.

The Retention shall be held by the Main Contractor as security and not in trust, need not be segregated from its other funds, and shall not bear interest in favor of the Subcontractor.

One half (50%) of the Retention shall be released to the Subcontractor within [number] days after the later of (a) the completion of the Main Contract Works as certified under the Main Contract, and (b) the Main Contractor's receipt from the Client of the corresponding release of retention in respect of the Subcontract Works, subject to the pay-when-paid provisions of Section 9.

The balance of the Retention shall be released within [number] days after the later of (a) the expiry of the Defects Liability Period, and (b) receipt by the Main Contractor of the Client's final release of retention, provided that all defects notified have been remedied to the Main Contractor's satisfaction.

The Main Contractor may, at any time, apply the Retention towards any sum due from the Subcontractor, including Delay Damages, costs of remedying defects, and any loss, cost or liability for which the Subcontractor is responsible. The Subcontractor shall promptly restore the Retention to the extent so applied if so required by the Main Contractor.

If this Agreement is terminated by reason of the Subcontractor's default, the Main Contractor shall be entitled to retain the Retention until the final account has been settled and may apply it against all losses and costs incurred.

The Main Contractor may agree in writing to accept a retention bond or other security in lieu of all or part of the Retention, on terms and from an issuer satisfactory to it in its sole discretion, and such substitution shall not be a right of the Subcontractor.

The Subcontractor shall give the Main Contractor not less than [number] days' written notice of the anticipated date of Completion and of each Milestone, and shall at its cost carry out all tests and inspections required by this Agreement, the Main Contract and Applicable Law.

The Main Contractor, and, where required, the Client, may inspect, test and review the Subcontract Works at any stage. Work that is covered up without prior inspection shall be uncovered, and reinstated at the Subcontractor's cost if requested by the Main Contractor.

Upon receipt of a notice of completion, the Main Contractor shall, within a reasonable period and having regard to the Client's inspection and acceptance procedures under the Main Contract, either issue a certificate of Completion or notify the Subcontractor of the items to be completed or rectified. The Subcontractor shall promptly complete such items and request re-inspection.

The Subcontract Works shall not be deemed complete or accepted until (a) the Main Contractor has issued its certificate of Completion, and (b) the Client has accepted the corresponding part of the Main Contract Works in accordance with the Main Contract. Acceptance by the Client of any part shall not relieve the Subcontractor of liability for defects.

Before Completion, the Subcontractor shall deliver to the Main Contractor all as-built drawings, operating and maintenance manuals, test certificates, warranties, guarantees, permits and other documents required under the Main Contract or reasonably requested by the Main Contractor.

Upon Completion, the Subcontractor shall remove all its plant, equipment, surplus materials and waste from the Site and leave the Site clean and tidy.

Risk in the Subcontract Works shall remain with the Subcontractor until the date of the Client's acceptance, save to the extent caused by the Main Contractor's negligence. Title to materials and goods shall pass to the Main Contractor upon the earlier of delivery to the Site and payment for them.

The Subcontractor shall, at its own cost, promptly remedy all defects, shrinkages, faults, omissions and non-conformities in the Subcontract Works that appear or are discovered during the Defects Liability Period, whether or not arising from its materials, workmanship or design, and whether notified by the Main Contractor or by the Client.

The Subcontractor shall commence remedial works within [number] hours (or within [number] days in non-urgent cases) of notice from the Main Contractor and shall complete them within the period specified by the Main Contractor, having regard to the requirements of the Client and the Main Contract. The Subcontractor shall carry out remedial work at times and in a manner that minimizes disruption.

The Subcontractor shall bear all costs of remedial works, including investigations, access, removal and reinstatement of other work, and consequential damage to the Main Contract Works or third-party property, and the Main Contractor's reasonable administrative costs.

If the Subcontractor fails to commence or complete remedial works within the time specified, the Main Contractor may, without prejudice to its other rights, carry out the remedial works itself or through others, and the cost thereof shall be a debt due from the Subcontractor and may be deducted from the Retention or any other sum due.

The Defects Liability Period for any remedied or replaced work or materials shall be extended by a period equal to the period during which the Subcontract Works were unusable, and shall recommence for the remedied work for a period of [12] months from the date of completion of the remedy, but not beyond [number] years from the date of completion of the Main Contract Works.

The Subcontractor's liability for latent defects and for defects arising from its fraud, gross negligence or wilful misconduct shall continue for the longest period permitted by Applicable Law, and the Defects Liability Period shall not limit that liability.

The Subcontractor shall assign or procure the benefit of all manufacturers' and suppliers' warranties for materials and equipment incorporated into the Subcontract Works for the benefit of the Main Contractor and, at its request, the Client.

The Subcontractor shall indemnify, defend and hold harmless the Main Contractor, its affiliates, officers, directors, employees and agents, and, as required by the Main Contract, the Client (the "Indemnified Parties") from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with (a) any breach of this Agreement by the Subcontractor; (b) any negligence, act or omission of the Subcontractor, its personnel, suppliers or sub-subcontractors; (c) death, personal injury or property damage caused by the Subcontractor; (d) infringement of third-party intellectual property rights by the Subcontract Works; (e) any non-compliance with Applicable Law; and (f) any liability of the Main Contractor to the Client arising from the Subcontract Works.

The indemnities in this Section shall apply except to the extent that the relevant loss was caused by the negligence or wilful misconduct of the Main Contractor.

The Main Contractor shall give the Subcontractor prompt notice of any third-party claim for which indemnity is sought, provided that failure to do so shall relieve the Subcontractor only to the extent it is materially prejudiced. The Main Contractor may, at its option, assume conduct of any claim, at the Subcontractor's cost, in particular where the claim is made by the Client.

The Subcontractor's aggregate liability to the Main Contractor under this Agreement shall not be limited, except as otherwise required by Applicable Law, and in particular shall not be limited in respect of Delay Damages (which are subject to the cap in Section 7), indemnities, death or personal injury, fraud, wilful misconduct, gross negligence, breach of confidentiality, or any liability the Main Contractor owes to the Client that arises from the Subcontractor's acts or omissions.

The Main Contractor's aggregate liability to the Subcontractor arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the lesser of (a) the portion of the Subcontract Price paid and payable to the Subcontractor and (b) [amount]. In no event shall the Main Contractor be liable for any loss of profit, loss of revenue, loss of opportunity, loss of use, or any indirect or consequential loss.

Nothing in this Agreement shall exclude or limit liability that cannot be excluded or limited under Applicable Law.

The Subcontractor waives, to the fullest extent permitted by Applicable Law, any claim against the Client in respect of the Subcontract Works and any right to claim a lien or charge on the Project, except as permitted by the Main Contract and Applicable Law.

The Subcontractor shall, at its own cost, maintain throughout the term of this Agreement and the Defects Liability Period (and, for liability policies written on a claims-made basis, for [number] years thereafter) the following insurances with reputable insurers acceptable to the Main Contractor: (a) commercial general or public liability insurance with a limit of not less than [amount] per occurrence; (b) employer's liability and workers' compensation insurance as required by Applicable Law; (c) all-risks insurance covering the Subcontract Works, plant, materials and equipment for full replacement value; (d) professional indemnity insurance with a limit of not less than [amount] where the Subcontractor has any design responsibility; (e) motor vehicle liability insurance as required by Applicable Law; and (f) any other insurance required by the Main Contract, [other required insurance].

The Subcontractor shall ensure that the policies name the Main Contractor (and, where required, the Client) as additional insured or co-insured, contain a waiver of subrogation against the Indemnified Parties, are primary to any insurance maintained by the Main Contractor, and provide for not less than [30] days' notice of cancellation or material change.

The Subcontractor shall deliver to the Main Contractor certificates of insurance before commencing the Subcontract Works and thereafter on each renewal and upon request. If the Subcontractor fails to maintain any insurance, the Main Contractor may procure it and recover the premium and costs from the Subcontractor.

Insurance shall not limit the Subcontractor's liabilities under this Agreement, and the Subcontractor is responsible for all deductibles and uninsured losses.

The Subcontractor shall provide, within [number] days of the Effective Date, a performance security in the form of an unconditional, irrevocable on-demand bank guarantee (or other form acceptable to the Main Contractor) issued by a bank or financial institution acceptable to the Main Contractor, in an amount of [percentage]% of the Subcontract Price (the "Performance Security").

The Performance Security shall remain valid until [number] days after Completion, and the Main Contractor may call on it, in whole or part, upon the Subcontractor's default or failure to extend or replace it at least [number] days before expiry. If required by the Main Contract, the Subcontractor shall also provide an advance payment guarantee, a parent company guarantee or other security in the form and amount of [description].

The Subcontractor shall not take any action to restrain or injunct a call on the Performance Security, and shall bear all costs of providing and maintaining it. The Main Contractor shall return the Performance Security within [number] days after expiry of its validity period, less any amount called.

The Main Contractor may, at any time and for any reason, by written notice suspend the whole or any part of the Subcontract Works for such period as it may determine, including where the Client suspends the Main Contract Works. The Subcontractor shall promptly comply and protect the Subcontract Works during suspension.

If suspension is not due to the Subcontractor's default, the Subcontractor shall be entitled to an extension of time and, subject to compliance with Section 8 notice requirements, to reasonable and demonstrable direct costs of the suspension, but only to the extent the Main Contractor recovers equivalent sums from the Client.

The Subcontractor may suspend work only if an undisputed sum, which is not subject to the pay-when-paid provisions of Section 9, remains unpaid for more than [number] days after a written notice of default from the Subcontractor stating its intention to suspend, and the Main Contractor fails to remedy within [number] days of that notice. Any such suspension shall be limited to the period of non-payment.

The Main Contractor may terminate this Agreement, in whole or in part, with immediate effect by written notice if the Subcontractor: (a) commits a material breach that is not remedied within [7] days of notice, or is incapable of remedy; (b) fails to proceed with due diligence or to meet the Program; (c) becomes insolvent, enters into liquidation, receivership or any arrangement with creditors, or ceases business; (d) fails to maintain the insurance or the Performance Security; (e) assigns or sublets in breach of this Agreement; (f) commits any act of bribery, corruption or fraud; or (g) is in repeated breach of safety obligations.

The Main Contractor may terminate this Agreement for convenience at any time on [number] days' written notice, and shall pay the Subcontractor for the Subcontract Works properly executed up to the termination date, plus reasonable and demonstrable direct costs of demobilization, but the Subcontractor shall not be entitled to loss of profit or any other compensation. The Main Contractor may also terminate immediately where the Main Contract is terminated or expires for any reason.

The Subcontractor may terminate this Agreement by written notice only if the Main Contractor commits a material breach consisting of a failure to pay an undisputed sum (other than a sum subject to the pay-when-paid provisions), and fails to remedy it within [30] days after the Subcontractor's written notice of its intention to terminate.

On termination by the Main Contractor for the Subcontractor's default, the Main Contractor may complete the Subcontract Works itself or through others, use the Subcontractor's materials, plant and documents at the Site for that purpose, and recover from the Subcontractor all additional costs incurred above the unpaid Subcontract Price. No further payment shall be due to the Subcontractor until the completion and final account have been determined.

On any termination, the Subcontractor shall promptly cease work, secure the Site, deliver to the Main Contractor all documents and materials relating to the Subcontract Works, and assign to the Main Contractor, at its request, the benefit of supply and sub-subcontract agreements. Termination shall not affect accrued rights or the provisions intended to survive, including Sections 12, 13, 17 and 18.

The Subcontractor shall not assign, transfer, novate, charge or otherwise dispose of the whole or any part of its rights or obligations under this Agreement without the prior written consent of the Main Contractor, which may be withheld in its sole discretion.

The Main Contractor may assign, novate or transfer any or all of its rights and obligations under this Agreement, without the Subcontractor's consent, to the Client, any affiliate, any successor to its business, any financing party, or any person taking over the Main Contract. The Subcontractor shall execute any documents reasonably required to give effect to such transfer, including a direct warranty or collateral deed in favor of the Client, at no additional cost.

The Subcontractor shall not subcontract any part of the Subcontract Works without the prior written consent of the Main Contractor, and the Client where required by the Main Contract. Consent may be conditional and may be withdrawn on reasonable grounds.

Any approved sub-subcontract shall (a) be in writing; (b) contain provisions that are consistent with and no less protective of the Main Contractor than this Agreement, including this Section and Sections 3, 12, 14 and 17; (c) be assignable to the Main Contractor without the sub-subcontractor's consent; and (d) permit the Main Contractor to step in on termination.

The Subcontractor shall remain fully responsible for the acts, defaults, omissions and negligence of its sub-subcontractors, suppliers and their respective personnel, as if they were its own. Approval of any sub-subcontractor shall not relieve the Subcontractor of any liability.

Any purported assignment or subcontracting in breach of this Section shall be void and shall constitute a material breach of this Agreement.

The Subcontractor shall keep strictly confidential, and shall not disclose or use except for performing this Agreement, all information of a confidential nature relating to the Main Contractor, the Client, the Project, the Main Contract and this Agreement (including its pricing, designs, technical, commercial and financial information) ("Confidential Information").

The Subcontractor may disclose Confidential Information only to those of its personnel and approved sub-subcontractors who need to know it for the Subcontract Works and who are bound by equivalent obligations of confidentiality, and shall be liable for any breach by them. The obligations shall not apply to information that is or becomes public other than by breach, was lawfully known to the Subcontractor before disclosure, or is required to be disclosed by Applicable Law or a competent authority (in which case the Subcontractor shall give the Main Contractor prompt prior notice where lawful).

The Subcontractor shall not make any press release, publication, or public reference to the Project or the Main Contractor, or use their names or logos, without the Main Contractor's prior written consent.

All intellectual property rights in drawings, designs, specifications, data, documents, software and other materials created by or on behalf of the Subcontractor specifically for the Project (the "Project IP"), and in all materials provided by the Main Contractor or the Client, shall vest in the Main Contractor (or, if required by the Main Contract, the Client) upon creation, and the Subcontractor hereby assigns, and shall procure the assignment of, all such rights with full title guarantee.

The Subcontractor retains ownership of its pre-existing intellectual property and know-how ("Background IP"), and grants to the Main Contractor and the Client a perpetual, irrevocable, worldwide, royalty-free, transferable and sub-licensable license to use, copy, modify and maintain the Background IP incorporated in the Subcontract Works as necessary to use, operate, complete, repair, alter and maintain the Project.

The Subcontractor warrants that the Subcontract Works and the Project IP do not and will not infringe the intellectual property rights of any third party, and shall obtain all licenses required for materials and technology used.

The obligations in this Section shall survive termination or expiry of this Agreement for [number] years, and, in respect of trade secrets, for as long as they remain confidential. The Subcontractor acknowledges that damages may be an inadequate remedy and that the Main Contractor shall be entitled to seek injunctive relief.

This Agreement, and any dispute, controversy or claim arising out of or in connection with it, including its formation, validity, breach or termination, and any non-contractual obligations, shall be governed by and construed in accordance with the laws of [governing jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt to resolve any dispute amicably by referring it, by written notice, to senior executives of each Party, who shall meet within [number] days of the notice and use good faith efforts to resolve the dispute.

Where a dispute under this Agreement relates to a matter that is also in dispute between the Main Contractor and the Client under the Main Contract, the Main Contractor may require that the dispute be resolved together with, and the Subcontractor shall be bound by the outcome of, the corresponding Main Contract dispute resolution proceedings, and the Subcontractor shall provide all necessary assistance and witnesses. Any limitation, joinder or consolidation provisions of the Main Contract shall apply.

If the dispute is not resolved within [number] days of the notice referred to above, either Party may refer it to final and binding arbitration under the rules of [arbitration institution], by [one / three] arbitrator(s) appointed in accordance with such rules. The seat of arbitration shall be [city, country], the language [language], and the award shall be final and binding upon the Parties.

Notwithstanding the foregoing, either Party may seek urgent interim or injunctive relief from any court of competent jurisdiction, and the Main Contractor may enforce any security, including the Performance Security, without recourse to dispute resolution.

The Subcontractor shall continue to perform the Subcontract Works with due diligence during any dispute, and the Main Contractor shall continue to pay undisputed amounts in accordance with Section 9.

The Parties shall bear their own costs of any dispute resolution, save that the arbitral tribunal may award costs to the prevailing Party. This Agreement constitutes the entire agreement between the Parties on its subject matter and supersedes all prior understandings; any amendment must be in writing and signed by both Parties. If any provision is held invalid or unenforceable, the remainder shall remain in full force. Notices shall be in writing and delivered to the addresses set out below, or such other address as a Party notifies.