SUBCONTRACTOR AGREEMENT

THIS SUBCONTRACTOR AGREEMENT (this “Agreement”) is being entered into and shall become effective on (the “Effective Date”), by and between , of , , (hereinafter “Subcontractor”) and , of, , (hereinafter “Contractor”).

W I T N E S S E T H:

WHEREAS, Contractor and Subcontractor wish to contract with each other for the purpose of Subcontractor agreeing to perform and/or provide certain services and/or materials related to Subcontractor’s skill, expertise and knowledge pursuant to the terms and conditions described herein;

NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, and in consideration of the promises and covenants contained herein, the parties hereto agree as follows:

  1. DESCRIPTION OF SERVICES AND/OR MATERIALS TO BE PROVIDED
  1. The services and/or materials to be provided by Subcontractor for Contractor are as follows:

(collectively the “Services”).

  1. The Services will be performed and provided in strict adherence to the specifications provided by Contractor, in a workmanlike manner in accordance with the legally required and/or acceptable standards, customs and practices of workmanship within Subcontractor’s trade, profession or such line of work.
  1. TERM
  1. The term of this Agreement shall be for a period of , commencing upon the Effective Date (the “Term”), unless otherwise terminated pursuant to paragraph 2(b) hereof.
  1. This Agreement may be terminated by either party upon written notice if:
  1. Either party breaches a material provision or defaults on its obligations under this Agreement, and upon written notification by the other party, fails to remedy such breach within thirty (30) days.
  1. If any representation or warranty made herein shall be found to be false, incorrect or misleading in any material respect, by omission or otherwise.
  1. In the event of insolvency, bankruptcy, liquidation, death, or disability of the other party.
  1. COMPENSATION
  1. Subcontractor shall perform and/or provide the Services pursuant to Appendix “A” attached hereto and the Rate Schedule as identified therein.
  1. Subcontractor shall submit invoices to Contractor .
  1. Contractor shall pay all amounts owing to Subcontractor within days of receipt of Subcontractor’s invoice and all overdue accounts shall be subject to interest at the legal rate from and after the date of the invoice in respect of which payment is overdue.
  1. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION
  1. Contractor represents and warrants that:
  1. Contractor has the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally binding agreement enforceable against Contractor.
  1. Subcontractor represents and warrants that:
  1. Subcontractor shall undertake, complete and provide in a timely and good and workmanlike manner the Services and shall do so in the same manner as if Subcontractor had independently contracted the Services.
  1. Subcontractor shall maintain, at a minimum, standard commercial general liability insurance with a coverage limit in the amount of . Additionally, Subcontractor shall maintain, at a minimum, property damage liability insurance coverage with a coverage limit in the amount of . On such insurance policies, Contractor shall be listed as an additional insured. Subcontractor shall also maintain all other State legislated workers’ compensation insurance coverage and any other insurance as may be legally required.
  1. Subcontractor shall, at its own expense, indemnify, save and hold Contractor harmless from any and all damages, losses and costs (including, but not limited to, legal costs and attorneys' fees) incurred or sustained by reason of or arising out of any breach or alleged breach by Subcontractor of any of the representations, warranties, or agreements herein made by Subcontractor. Without limiting any right or remedy otherwise available to Contractor, in the event of any such claim, Contractor shall have the right to withhold from any monies payable hereunder an amount reasonably related to such claim, including but not limited to anticipated legal fees and costs.
  1. MISCELLANEOUS
  1. The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint venturers, shareholders, employer/employee, or agent/servant.
  1. This Agreement shall be governed by and interpreted according to the laws of the State of , applicable to agreements to be wholly performed therein, with jurisdiction exclusive to the Federal and State courts located in , and the parties hereto irrevocably consent to the jurisdiction of such courts.
  1. This Agreement may not be assigned or transferred by either party without the express written consent of the other party which consent may be withheld in the discretion of the consenting party. Subject to the foregoing, this Agreement shall be binding upon and enure to the benefit of the parties and their respective heirs, administrators, executors, successors and permitted assigns. Nothing herein, express or implied, is intended to confer upon any person, other than the parties and their respective heirs, administrators, executors, successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
  1. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof. The parties further acknowledge and agree that, in entering into this Agreement, they have not in any way relied, and will not in any way rely upon any oral or written agreements, representations, warranties, statements, promises, information, arrangements or understandings, express or implied, not specifically set forth in this Agreement or in such schedules, documents or instruments.
  1. No failure by either party to pursue any remedy resulting from a breach of this Agreement by the other shall be construed as a waiver of that breach or as a waiver of any subsequent or other breach unless such waiver is in writing and signed by the non-breaching party.
  1. Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid, such illegality or invalidity shall not affect the validity of the remainder hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

CONTRACTOR:

______

By:

Title:

SUBCONTRACTOR:

______

By:

Title:

APPENDIX “A”

RATE SCHEDULE

Pursuant to the attached Subcontractor Agreement, the Subcontractor shall be compensated by Contractor for the Services performed and provided as invoiced at the following agreed upon rates:

1