Subcontractor-Friendly Subcontractor Agreement Template

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

"Business Day" means any day other than a Saturday, a Sunday or a public holiday in [Jurisdiction of Site].

"Completion Date" means the date specified in the Program by which the Subcontract Works are to be completed, being [Completion Date], as such date may be extended in accordance with this Agreement.

"Confidential Information" means all non-public technical, commercial, financial and operational information, in any form, disclosed by or on behalf of one Party to the other in connection with this Agreement, including the terms of this Agreement, but excluding information that is or becomes publicly available other than through breach of this Agreement, was lawfully known to the recipient before disclosure, or is independently developed by the recipient without use of the disclosing Party's information.

"Defects Liability Period" means the period of [Number] months commencing on the date of Acceptance of the Subcontract Works or the relevant part thereof.

"Acceptance" means the written confirmation issued by the Main Contractor pursuant to this Agreement that the Subcontract Works, or a relevant part thereof, have been completed in accordance with this Agreement, such confirmation not to be unreasonably withheld or delayed.

"Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected Party, which could not have been prevented or overcome by the exercise of reasonable diligence, and which is more particularly described in the section of this Agreement entitled Force Majeure.

"Intellectual Property Rights" means all patents, copyrights, design rights, trademarks, rights in software, database rights, rights in confidential information and know-how, and all other intellectual property rights, whether registered or unregistered, anywhere in the world.

"Program" means the program for the execution of the Subcontract Works, setting out the sequence, durations, milestones and the Completion Date, as agreed in writing between the Parties and as updated from time to time in accordance with this Agreement.

"Site" means the place or places at [Site Address] where the Subcontract Works are to be carried out, together with any other place made available by the Main Contractor for that purpose.

"Subcontract Price" means the total fixed sum of [Amount and Currency] payable to the Subcontractor for the proper execution and completion of the Subcontract Works, as adjusted by Variations in accordance with this Agreement.

"Subcontract Works" means the works and services described in [detailed description of scope of works, specifications, deliverables and applicable standards], together with all temporary works, materials, goods and incidental work reasonably necessary for their completion, and as modified by any Variation.

"Variation" means any addition to, omission from, or change in the quality, quantity, character, timing or sequence of the Subcontract Works that is instructed or approved in writing in accordance with this Agreement.

Headings are for convenience only and shall not affect interpretation. References to sections and clauses are to sections and clauses of this Agreement. The singular includes the plural and vice versa; the words "including" and "includes" shall be construed without limitation; and references to "writing" include email unless otherwise stated.

No rule of construction shall apply to the disadvantage of a Party on the ground that such Party was responsible for the preparation of this Agreement. This Agreement shall be interpreted so as to give effect to the Parties' commercial intentions as expressed herein.

The Main Contractor hereby engages the Subcontractor, and the Subcontractor hereby accepts such engagement, to execute and complete the Subcontract Works in accordance with this Agreement, on a non-exclusive basis, and the Subcontractor shall act at all times as an independent contractor.

The scope of the Subcontract Works comprises the items, quantities, specifications, deliverables and performance criteria set out in [Scope of Works Description]. Any work not expressly described in that scope, and not reasonably and necessarily incidental to the proper performance of the work so described, shall be deemed to fall outside the Subcontract Works unless added by a Variation.

The Subcontractor shall be entitled to rely on the Main Contractor to provide, in a timely manner, all drawings, specifications, instructions, information, approvals and Site data reasonably required for the performance of the Subcontract Works. The Subcontractor shall not be responsible for errors or omissions in information supplied by or on behalf of the Main Contractor or the Employer, save where such error or omission would have been apparent to a competent subcontractor exercising reasonable care.

The Main Contractor shall make available to the Subcontractor those provisions of the Main Contract that are relevant to the Subcontract Works, excluding pricing information. The Subcontractor shall be bound by such relevant provisions only to the extent that they have been so disclosed in writing to it before the Effective Date and only to the extent that they do not impose upon the Subcontractor obligations, liabilities or risks greater than those set out in this Agreement.

In the event of conflict between this Agreement and any provision of the Main Contract disclosed to the Subcontractor, this Agreement shall prevail.

The Subcontractor shall report to [Main Contractor Representative Name and Title] (the "Main Contractor's Representative") and the Main Contractor shall notify the Subcontractor in writing of any change of such representative. The Subcontractor designates [Subcontractor Representative Name and Title] as its representative (the "Subcontractor's Representative"), with authority to act on its behalf in respect of day-to-day matters.

Nothing in this Agreement shall create any partnership, joint venture, agency or employment relationship between the Parties, and neither Party shall have authority to bind the other except as expressly provided herein.

The Main Contractor shall give the Subcontractor access to the Site, free of encumbrance and in a condition suitable for the commencement and continuous progress of the Subcontract Works, on or before [Site Access Date] and thereafter for so long as is reasonably required for the performance of the Subcontract Works.

The Main Contractor shall provide, free of charge, [list of facilities, utilities, storage, access equipment and services to be provided by the Main Contractor] and shall ensure that other contractors engaged at the Site coordinate their activities so as not to hinder or delay the Subcontractor.

The Main Contractor shall obtain and maintain, at its own cost, all permits, consents, licenses and approvals required in connection with the Main Contract and the Site, other than those which are expressly the responsibility of the Subcontractor in respect of its own business and personnel.

The Main Contractor shall give all decisions, instructions, approvals, inspections and responses required under this Agreement within [Number] Business Days of the Subcontractor's written request, or within such shorter period as is reasonable having regard to the Program. Failure to do so shall entitle the Subcontractor to an extension of time and to the recovery of any resulting costs in accordance with this Agreement.

The Main Contractor shall pay the Subcontractor all sums due under this Agreement in the manner and at the times provided herein, and shall not withhold, set off or deduct any amount except as expressly permitted by this Agreement and then only upon prior written notice stating the amount and the grounds with reasonable particularity.

The Main Contractor shall promptly notify the Subcontractor of any instruction, notice, claim or direction received from the Employer which affects the Subcontract Works, and shall take reasonable steps to pursue, on behalf of the Subcontractor and at the Main Contractor's cost where it arises from the Main Contractor's default, any entitlement which the Subcontractor may have under the Main Contract.

The Main Contractor shall remain responsible for the overall coordination of the Main Contract works and for the safety of the Site as a whole, save in respect of the Subcontractor's own working areas and operations to the extent they are within the Subcontractor's control.

The Subcontractor shall execute and complete the Subcontract Works with due skill, care and diligence, in a good and workmanlike manner, using suitably qualified, experienced and, where required, licensed personnel, and in accordance with this Agreement and generally accepted industry standards applicable to the Subcontract Works.

Unless otherwise specified in [Scope of Works Description], the Subcontractor shall supply all labor, supervision, tools, plant, equipment and materials necessary for the Subcontract Works. Materials and goods shall be new, of satisfactory quality and fit for their intended purpose as described in the scope of the Subcontract Works.

The Subcontractor shall comply with all laws, regulations and lawful requirements applicable to the performance of the Subcontract Works and to the Subcontractor's own business, and with the Main Contractor's reasonable written Site rules and health and safety procedures notified to it before commencement, provided that such rules do not conflict with this Agreement.

The Subcontractor shall take reasonable precautions for the safety of its own personnel and shall keep its working areas reasonably clean and tidy and, upon completion, remove its surplus materials, equipment and waste.

The Subcontractor shall maintain adequate records of the progress of the Subcontract Works and shall provide the Main Contractor's Representative with progress reports at intervals of [Reporting Frequency], in a form reasonably agreed.

The Subcontractor warrants that, as at the Effective Date, it has full power and authority to enter into and perform this Agreement and that its performance will not infringe the rights of any third party. Save as expressly set out in this Agreement, all warranties, conditions and terms implied by law, custom or otherwise are excluded to the fullest extent permitted.

The Subcontractor shall be responsible for the acts and omissions of its own employees and personnel, but shall not be responsible for the acts or omissions of the Main Contractor, the Employer or their other contractors, or for any design or specification furnished by or on behalf of the Main Contractor unless the Subcontractor has expressly assumed design responsibility in [Scope of Works Description].

The Subcontractor shall commence the Subcontract Works on [Commencement Date], or within [Number] Business Days after the later of the Effective Date and the date on which the Main Contractor gives the Subcontractor access to the Site and furnishes the information and approvals required for commencement.

The Subcontractor shall carry out the Subcontract Works in accordance with the Program and shall use reasonable endeavors to achieve completion by the Completion Date. The initial Program shall be as agreed in writing between the Parties on or before [Program Agreement Date].

The Program shall be updated by agreement of the Parties, acting reasonably, to reflect progress, Variations, extensions of time and any changes in the availability of the Site or in the work of others. No update shall oblige the Subcontractor to accelerate the Subcontract Works without a corresponding adjustment of the Subcontract Price.

The Subcontract Works shall be divided into the milestones and sections described in [Milestones and Sections Description], each of which may be completed and accepted separately. Completion of a section shall entitle the Subcontractor to payment in respect of that section in accordance with this Agreement.

The Subcontractor shall notify the Main Contractor in writing when it considers that the Subcontract Works, or any section, have been completed. The Main Contractor shall, within [Number] Business Days of such notice, either issue a certificate of Acceptance or provide written reasons, with reasonable particulars, identifying the respects in which the Subcontract Works are not complete.

If the Main Contractor neither issues a certificate of Acceptance nor gives such written reasons within such period, the Subcontract Works, or the relevant section, shall be deemed accepted on the expiry of such period.

The Main Contractor shall not take possession or beneficial use of any part of the Subcontract Works before Acceptance without the Subcontractor's consent, and if it does so such part shall be deemed accepted from the date of such use.

In consideration of the proper performance of the Subcontract Works, the Main Contractor shall pay the Subcontractor the Subcontract Price of [Amount and Currency], payable in accordance with the payment schedule set out in [Payment Schedule and Milestone Amounts].

The Subcontractor shall submit to the Main Contractor an invoice or payment application at the intervals or milestones stated in the payment schedule, accompanied by reasonable supporting documentation of the work performed and any materials delivered to the Site or stored for the Subcontract Works.

The Main Contractor shall, within [Number] days of receipt of an invoice, either pay the amount invoiced in full or give written notice of any amount disputed, specifying the grounds and the amount in dispute. The undisputed portion shall be paid by the due date. Payment shall be due irrespective of whether the Main Contractor has received payment from the Employer, and the Parties agree that payment by the Employer is not a condition of the Main Contractor's obligation to pay.

All sums due and unpaid by the due date shall bear interest at the rate of [Interest Rate] per annum from the due date until the date of actual payment, both before and after judgment. If any undisputed sum remains unpaid for more than [Number] days after notice from the Subcontractor, the Subcontractor may, without prejudice to its other rights, suspend performance of the Subcontract Works until payment is made.

The Main Contractor may retain from each payment an amount equal to [Retention Percentage] percent of the amount otherwise due (the "Retention"), up to a maximum aggregate amount of [Retention Cap] percent of the Subcontract Price. The Retention shall be held for the benefit of the Subcontractor and shall not be used for any purpose other than to secure the Subcontractor's obligations to rectify defects under this Agreement.

One half of the Retention shall be released upon Acceptance of the Subcontract Works, and the balance shall be released within [Number] days after the expiry of the Defects Liability Period, less only the reasonable cost of rectifying notified defects which the Subcontractor has failed to rectify. The Subcontractor may at any time substitute for the Retention an unconditional bond or guarantee from a reputable financial institution in a form reasonably acceptable to the Main Contractor.

All amounts stated in this Agreement are exclusive of any applicable sales, value added or similar taxes, which shall be paid by the Main Contractor in addition upon receipt of a valid tax invoice. The Main Contractor shall bear any withholding or deduction required by law only to the extent that it shall pay such additional amounts as are necessary to ensure the Subcontractor receives the full amount it would have received absent such deduction.

Payment shall be made to the bank account designated in writing by the Subcontractor, being [Bank Account Details], in the currency of the Subcontract Price, without set-off or counterclaim except as expressly permitted by this Agreement.

The Main Contractor may instruct a Variation by written notice to the Subcontractor. The Subcontractor shall not be obliged to commence any Variation until it has received a written instruction signed by the Main Contractor's Representative, and no Variation shall be valid unless so instructed or subsequently confirmed in writing.

Upon receipt of a proposed Variation, the Subcontractor shall, within [Number] Business Days, provide a written quotation setting out the adjustment to the Subcontract Price and the Program, and the effect on any other obligations under this Agreement. The Subcontractor shall not be required to carry out any Variation that is outside the general scope of its trade or capabilities, that would require it to obtain additional licenses, or that would materially adversely affect its safety obligations.

Variations shall be valued by reference to the rates and prices in [Rates and Prices Schedule Description] where applicable. Where no such rate or price applies, the Variation shall be valued at fair and reasonable rates, including a reasonable allowance for overhead and profit of [Percentage] percent, and for any disruption or delay caused to the Subcontract Works.

If the Parties fail to agree on the value of a Variation, the Main Contractor shall nonetheless pay the Subcontractor on account the amount the Subcontractor reasonably assesses as due, and the Subcontractor shall continue to perform the Variation pending resolution under the dispute resolution provisions of this Agreement.

The Subcontractor shall be entitled to an adjustment of the Subcontract Price and the Program where a change in the Main Contract, an instruction from the Employer, a change in applicable law after the Effective Date, or any act or omission of the Main Contractor materially affects the cost or timing of the Subcontract Works, notwithstanding that no formal Variation has been issued, provided that the Subcontractor gives written notice within [Number] days after becoming aware of the circumstance.

The Main Contractor shall not omit any part of the Subcontract Works for the purpose of having it executed by others. Where any omission is instructed, the Subcontractor shall be entitled to recover reasonable costs incurred in respect of such omitted work, including materials ordered and committed, and reasonable loss of profit on the work omitted.

If the Subcontractor is, or is likely to be, delayed in the execution of the Subcontract Works by any cause which is not attributable to its own default, including any Variation, any act, omission or breach of the Main Contractor, any delay by the Employer or other contractors, late access to the Site, late provision of information, a Force Majeure Event, or adverse conditions not reasonably foreseeable, it shall be entitled to a fair and reasonable extension of time to the Completion Date and to any affected milestone.

The Subcontractor shall give written notice to the Main Contractor of the commencement of any such cause of delay within [Number] days after becoming aware of it, and shall provide particulars of the estimated effect on the Program as soon as reasonably practicable thereafter. Failure to give timely notice shall not bar the Subcontractor's entitlement but the extension may be reduced to the extent the Main Contractor has been actually and materially prejudiced by such failure.

Where the delay arises from an act, omission or breach of the Main Contractor, or from any cause for which the Main Contractor is responsible under this Agreement, the Subcontractor shall also be entitled to recover the reasonable additional costs incurred as a result of the delay, including prolongation, demobilization, remobilization, idle labor and equipment, and reasonable overhead and profit.

The Main Contractor shall assess each claim for an extension of time promptly and in any event within [Number] Business Days of receipt of the Subcontractor's particulars. If the Main Contractor fails to respond within that period, the extension claimed shall be deemed granted to the extent reasonably supported by the particulars provided.

The Main Contractor may by written notice suspend the Subcontract Works, in whole or in part, for a period not exceeding [Number] consecutive days. The Main Contractor shall pay the Subcontractor its reasonable costs of suspension and remobilization, and the Subcontractor shall be entitled to an extension of time. If suspension continues for more than such period, the Subcontractor may by written notice require resumption within [Number] days, failing which it may treat the Subcontract Works affected as omitted or terminate in accordance with this Agreement.

If the Subcontractor fails to complete the Subcontract Works by the Completion Date, as extended, for reasons within its control, the Main Contractor's sole remedy in respect of such delay shall be recovery of its direct, actual and proven losses, subject to the limitations in this Agreement. No liquidated damages or penalties for delay shall be payable by the Subcontractor.

The Main Contractor shall use reasonable efforts to mitigate any loss arising from delay and shall provide reasonable evidence of any loss claimed.

The Main Contractor and its representatives may inspect the Subcontract Works at all reasonable times upon reasonable prior notice, provided that such inspection does not unreasonably interfere with the progress of the Subcontract Works. Inspection shall not relieve the Subcontractor of any obligation under this Agreement.

Where any part of the Subcontract Works requires testing or inspection before being covered up, the Subcontractor shall give the Main Contractor reasonable notice. If the Main Contractor fails to attend at the time specified, the Subcontractor may proceed with the test or cover the work, and the results shall be deemed accepted.

Upon completion, the Subcontractor shall carry out such tests as are specified in [Testing and Acceptance Criteria], and the Main Contractor shall issue a certificate of Acceptance in accordance with this Agreement when such tests have been successfully completed. Minor defects or omissions that do not prevent the Subcontract Works from being used for their intended purpose shall not justify withholding Acceptance, and shall be recorded on a list to be rectified within a reasonable period.

During the Defects Liability Period, the Main Contractor may notify the Subcontractor in writing of any defect in the Subcontract Works that results from the Subcontractor's failure to comply with this Agreement. The Subcontractor shall rectify the defect within a reasonable period, having regard to its nature, at its own cost, provided that it has had a reasonable opportunity to inspect.

If the Subcontractor fails to commence rectification within [Number] days after receipt of a notice, or fails to proceed diligently, the Main Contractor may, after giving a further written notice of [Number] days, have the defect rectified by others, and recover from the Subcontractor the reasonable and properly documented cost thereof.

The Subcontractor shall not be liable to rectify any defect or damage arising from fair wear and tear, improper use or maintenance by others, modification or repair by persons other than the Subcontractor, acts or omissions of the Main Contractor or third parties, or the Subcontractor's compliance with the Main Contractor's instructions or specifications.

Rectified work shall be subject to a further Defects Liability Period of [Number] months, but in no case shall the Subcontractor's liability for defects extend beyond [Maximum Period] months after Acceptance. The remedies in this section shall constitute the Main Contractor's exclusive remedies in respect of defects, save for loss caused by the Subcontractor's fraud or willful misconduct.

The Subcontractor shall indemnify the Main Contractor against third-party claims for bodily injury, death or damage to tangible property to the extent directly caused by the negligence or willful misconduct of the Subcontractor or its personnel in the performance of the Subcontract Works, subject to the limitations in this Agreement.

The Main Contractor shall indemnify, defend and hold harmless the Subcontractor against all claims, losses, liabilities and expenses arising from (i) the acts, omissions or negligence of the Main Contractor, its other contractors and their personnel; (ii) any design, specification, instruction or information supplied by or on behalf of the Main Contractor or the Employer; (iii) any claim by the Employer that arises otherwise than from the Subcontractor's proven breach of this Agreement; and (iv) any pre-existing contamination, hazardous materials or latent Site conditions not caused by the Subcontractor.

The Party seeking indemnification shall promptly notify the indemnifying Party of any claim, shall allow the indemnifying Party to conduct the defense and settlement of the claim, and shall provide reasonable assistance at the indemnifying Party's cost. No settlement imposing liability or obligation upon the indemnified Party shall be made without its prior written consent, not to be unreasonably withheld.

Subject to the paragraph below, the total aggregate liability of the Subcontractor to the Main Contractor arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed [Liability Cap Percentage] percent of the Subcontract Price.

Notwithstanding the foregoing, nothing in this Agreement shall limit or exclude liability to the extent that such liability cannot lawfully be limited or excluded, including liability for fraud, or for death or personal injury caused by negligence.

In no event shall the Subcontractor be liable to the Main Contractor, whether in contract, tort or otherwise, for any indirect, consequential or special loss or damage, or for loss of profit, loss of revenue, loss of business, loss of use, loss of goodwill or anticipated savings, or for any liability of the Main Contractor to the Employer for liquidated damages, penalties or similar amounts, in each case howsoever arising.

The Subcontractor's liability shall be reduced proportionately to the extent that any loss is caused or contributed to by the acts, omissions or breach of the Main Contractor, the Employer or any person for whom either is responsible. Each Party shall take reasonable steps to mitigate any loss for which it may claim against the other.

Any claim against the Subcontractor must be notified in writing, with reasonable particulars, within [Number] months after the claimant became aware of the facts giving rise to it, and in any event legal proceedings shall be commenced within [Number] months after Acceptance, failing which the claim shall be waived and barred.

The Subcontractor shall, at its own cost, effect and maintain throughout the performance of the Subcontract Works and, where stated, for the periods set out below, the following insurances with reputable insurers: (i) commercial general liability insurance with a limit of not less than [Amount and Currency] per occurrence; (ii) employer's liability or workers' compensation insurance as required by applicable law; (iii) professional indemnity insurance, if design responsibility is assumed, with a limit of not less than [Amount and Currency]; and (iv) motor vehicle liability insurance as required by applicable law for vehicles used in connection with the Subcontract Works.

The Main Contractor shall effect and maintain, or ensure that the Employer maintains, all risks insurance for the Site and the Subcontract Works (including materials and goods delivered to the Site) for their full replacement value, covering loss or damage from risks customarily insured in respect of projects of this kind, and shall cause the Subcontractor to be named as an insured, or as an additional insured, under such policy, with a waiver of subrogation against the Subcontractor.

The Subcontractor's insurance obligations shall not extend to loss or damage to the Subcontract Works or the Site that is covered, or required to be covered, under the all risks insurance referred to above, and the Main Contractor waives, on behalf of itself and its insurers, any claim against the Subcontractor in respect of any such loss or damage.

Each Party shall, upon reasonable written request, provide the other with certificates of insurance evidencing the required cover. Each Party shall give the other prompt notice of any cancellation or material change in such policies.

If the Subcontractor fails to maintain the required insurance, the Main Contractor may, after [Number] Business Days' written notice, effect such insurance and recover the reasonable premium from the Subcontractor.

The limits of insurance specified in this section shall not be construed as limiting the liability of the Subcontractor, which shall at all times be subject to the limitation contained in this Agreement. The Subcontractor shall not be obliged to maintain any insurance that is not commercially available on reasonable terms.

Each Party shall be responsible for the payment of the deductibles and excesses under its own policies, save that the Main Contractor shall bear the deductibles under the all risks insurance for losses not caused by the Subcontractor's negligence.

A Force Majeure Event includes acts of God, fire, flood, earthquake, storm, epidemic or pandemic, war, hostilities, invasion, terrorism, civil commotion, riot, sabotage, strikes or labor disputes not confined to the affected Party's workforce, governmental action, embargo, change in law, prolonged failure of utilities or transport, and any other event beyond the reasonable control of the affected Party, but excluding lack of funds.

Neither Party shall be in breach of this Agreement, nor liable for any failure or delay in performing its obligations, other than payment obligations for work already performed, to the extent such failure or delay is caused by a Force Majeure Event.

The affected Party shall notify the other Party in writing as soon as reasonably practicable after the Force Majeure Event begins, stating its nature, its expected duration and the obligations affected, and shall use reasonable endeavors to mitigate its effects and resume full performance.

The Subcontractor shall be entitled to an extension of time for the period of delay resulting from a Force Majeure Event. Where such an event materially affects the Subcontractor's costs, including costs of demobilization, protection of the Subcontract Works, standby of labor and equipment, and remobilization, the Main Contractor shall reimburse such reasonable and documented costs.

The Main Contractor shall pay the Subcontractor for all work properly performed, materials and goods delivered or ordered and non-cancellable commitments incurred, up to the date of the Force Majeure Event.

If a Force Majeure Event continues for more than [Number] consecutive days, either Party may terminate this Agreement by giving [Number] days' written notice, in which case section Termination and Consequences of Termination shall apply as if the Agreement had been terminated for the Main Contractor's convenience, except that no loss of profit on unperformed work shall be payable.

The Main Contractor may terminate this Agreement for the Subcontractor's material breach if the Subcontractor fails to remedy such breach within [Number] days after receipt of a written notice specifying the breach in reasonable detail and requiring it to be remedied, provided that no such notice shall be valid where the alleged breach results from the Main Contractor's own default.

The Subcontractor may terminate this Agreement by written notice with immediate effect if the Main Contractor (i) fails to pay any undisputed amount within [Number] days after written notice; (ii) commits a material breach that is not remedied within [Number] days after written notice; (iii) suspends the Subcontract Works for more than the period permitted by this Agreement; or (iv) becomes insolvent, enters into liquidation or an arrangement with creditors, or has a receiver or administrator appointed over its assets.

The Main Contractor may terminate this Agreement for its convenience upon not less than [Number] days' written notice. The Subcontractor may also terminate for convenience upon not less than [Number] days' written notice, provided it shall thereby remain liable to complete the work then in progress in a safe condition.

If the Main Contractor terminates for the Subcontractor's default, the Subcontractor shall be entitled to payment for all work properly performed and materials delivered up to the date of termination, less any proven and reasonable direct costs incurred by the Main Contractor in completing the Subcontract Works in excess of the unpaid balance of the Subcontract Price, subject always to the limitation of liability in this Agreement.

If the Agreement is terminated by the Subcontractor for the Main Contractor's default, or by the Main Contractor for convenience, the Main Contractor shall pay the Subcontractor: (i) the value of all work performed to the date of termination; (ii) the cost of materials and goods ordered and non-cancellable commitments; (iii) reasonable demobilization costs; (iv) the Retention then held; and (v) reasonable loss of profit on the work not performed.

Upon termination, the Subcontractor shall promptly cease work, secure the Site and the Subcontract Works in a safe condition, remove its equipment and personnel, and deliver to the Main Contractor all documents and completed work for which payment has been made. The Main Contractor shall pay all amounts due within [Number] days after the Subcontractor's final account.

Termination shall not affect any rights, remedies or obligations accrued prior to termination. The provisions relating to payment, limitation of liability, indemnities, confidentiality, intellectual property, governing law and dispute resolution, and any others intended by their nature to survive, shall survive termination.

Each Party shall keep confidential all Confidential Information of the other Party, use it solely for the purposes of this Agreement, and not disclose it to any third party other than its officers, employees, professional advisers, insurers, financiers and permitted subcontractors who need to know it and who are bound by equivalent obligations of confidentiality.

A Party may disclose Confidential Information to the extent required by law, regulation, court order or the rules of a competent authority, provided it gives the other Party prompt prior notice, where lawful, and discloses only the minimum necessary.

The obligations of confidentiality shall continue for a period of [Number] years after the termination or expiry of this Agreement. Upon written request, each Party shall return or destroy the other's Confidential Information, except for copies required to be retained by law or for bona fide archival or dispute purposes.

All Intellectual Property Rights owned by or licensed to a Party before the Effective Date, or developed independently of this Agreement, shall remain the property of that Party. The Subcontractor retains ownership of its pre-existing methods, tools, know-how, templates and general-purpose materials ("Subcontractor Background IP").

Subject to full payment of the Subcontract Price, the Subcontractor grants the Main Contractor a non-exclusive, perpetual, worldwide, royalty-free license to use the deliverables created specifically for the Main Contract, including any Subcontractor Background IP embedded therein, solely for the purposes of the construction, operation, maintenance, repair and alteration of the project described in the Main Contract, and the license shall be transferable to the Employer.

The Main Contractor warrants that any drawings, designs, specifications or materials supplied by it or on its behalf do not infringe any third party's Intellectual Property Rights, and shall indemnify the Subcontractor against any claim of infringement arising from the Subcontractor's use of such items in accordance with the Main Contractor's instructions.

The Subcontractor may identify the Main Contractor and the Employer as customers and describe the general nature of the Subcontract Works in its customary credentials, provided no Confidential Information is disclosed.

The Main Contractor shall not assign, transfer, novate or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the Subcontractor, such consent not to be unreasonably withheld where the assignee is of equivalent financial standing and assumes all obligations of the Main Contractor.

The Subcontractor may assign its right to receive payment under this Agreement to any financial institution, lender or affiliate by written notice to the Main Contractor. Other than that, the Subcontractor shall not assign its obligations without the Main Contractor's prior written consent, not to be unreasonably withheld.

The Subcontractor may engage further subcontractors and suppliers for any part of the Subcontract Works, including for the supply of materials, specialist work, labor and equipment, provided that it shall notify the Main Contractor in writing of the identity of any further subcontractor to which a substantial portion of the Subcontract Works is to be entrusted. The Main Contractor may object only on reasonable grounds within [Number] Business Days of such notice.

The Subcontractor shall remain responsible for the work of its further subcontractors to the same extent as for its own work, but shall have no liability for the default of any subcontractor, supplier or other person nominated, specified or required by the Main Contractor or the Employer.

The Subcontractor shall ensure that any further subcontract contains provisions consistent with the Subcontractor's obligations under this Agreement as to confidentiality and insurance, and shall pay its further subcontractors in accordance with the terms of its contracts with them.

Any purported assignment or subcontracting in breach of this section shall be void. This Agreement shall bind and benefit the Parties and their respective permitted successors and assigns.

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws principles.

The Parties shall attempt in good faith to resolve any dispute, controversy or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach or termination (a "Dispute"), by prompt negotiation between their senior executives. Either Party may initiate such negotiations by written notice describing the Dispute in reasonable detail.

If the Dispute is not resolved within [Number] days after such notice, the Parties shall refer the Dispute to mediation before a mediator agreed between them or, failing agreement within [Number] days, appointed by [Appointing Body]. The costs of mediation shall be shared equally.

If the Dispute is not resolved by mediation within [Number] days after the appointment of the mediator, either Party may refer the Dispute to final and binding arbitration under the rules of [Arbitration Institution]. The tribunal shall consist of [Number] arbitrator(s), the seat of arbitration shall be [Seat of Arbitration], and the language of the arbitration shall be English.

The award of the tribunal shall be final and binding on the Parties, and judgment upon it may be entered in any court of competent jurisdiction. The tribunal may award the prevailing Party its reasonable legal fees and costs, but shall have no power to award damages excluded under this Agreement or in excess of the limit of liability.

Nothing in this section shall prevent either Party from seeking urgent interim or conservatory relief from a court of competent jurisdiction at [Court Location]. The Subcontractor shall continue the performance of the Subcontract Works pending resolution of any Dispute, provided that all undisputed sums due to it are paid on time.

The Parties agree that, where a Dispute under this Agreement concerns matters also in dispute between the Main Contractor and the Employer, they shall cooperate in good faith, and, if permitted, consider joinder or consolidation of the proceedings, provided that the Subcontractor shall not thereby be bound by any determination in which it has not participated.

This Agreement, together with the Program and any Variation instructed in accordance herewith, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, understandings and agreements, whether written or oral. Each Party acknowledges that it has not relied on any statement not expressly set out in this Agreement.

No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties, except that Variations shall be instructed as provided in this Agreement.

Any notice under this Agreement shall be in writing and delivered by hand, by recognized courier or by email to the address of the receiving Party set out in this Agreement or as notified from time to time. Notices shall be deemed received upon delivery if delivered by hand or courier, and on the next Business Day after transmission if sent by email, absent a delivery failure message.

No failure or delay by a Party in exercising any right or remedy shall operate as a waiver of it, and no single or partial exercise of any right or remedy shall preclude any further exercise of it. Any waiver must be in writing and signed by the waiving Party.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be severed or modified to the minimum extent necessary, and the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith a valid replacement provision that most closely reflects their original intent.

Except as expressly provided herein, no person who is not a Party shall have any right to enforce any term of this Agreement. Each Party shall bear its own costs of negotiating and executing this Agreement.

Each Party shall comply with applicable anti-bribery, anti-corruption, sanctions and data protection laws in connection with this Agreement and shall, at its own cost, execute such further documents as the other Party may reasonably request to give full effect to this Agreement.

This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.