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Prime Subcontractor Agreement Template for United States

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Key Requirements PROMPT example:

Prime Subcontractor Agreement

"I need a Prime Subcontractor Agreement for a federal defense project where we're subcontracting specialized software development work, with specific security clearance requirements and intellectual property provisions to be included by March 2025."

Document background
The Prime Subcontractor Agreement is essential when a prime contractor needs to delegate portions of contracted work to specialized subcontractors. This document is particularly crucial in U.S. federal and commercial contracting, where it ensures compliance with relevant regulations and proper risk allocation. The agreement typically includes detailed specifications of work scope, payment terms, insurance requirements, and flow-down provisions from the prime contract. It's designed to protect both parties' interests while maintaining alignment with the original prime contract obligations.
Suggested Sections

1. Parties: Identification and details of the Prime Contractor and Subcontractor

2. Background: Context of the agreement, reference to prime contract, and project overview

3. Definitions: Key terms used throughout the agreement

4. Scope of Work: Detailed description of subcontractor's responsibilities and deliverables

5. Payment Terms: Compensation, payment schedule, and invoicing requirements

6. Term and Termination: Duration of agreement and termination conditions

7. Insurance Requirements: Mandatory insurance coverage and limits

8. Compliance with Laws: Legal and regulatory compliance obligations

9. Flow-down Provisions: Prime contract terms that apply to subcontractor

Optional Sections

1. Intellectual Property Rights: Provisions governing IP ownership, licenses, and usage when work involves creation or use of intellectual property

2. Security Requirements: Security protocols and clearances for government or sensitive projects

3. Environmental Requirements: Environmental compliance and procedures for construction or environmental impact projects

4. Quality Control: Quality standards and inspection procedures for manufacturing or construction projects

Suggested Schedules

1. Schedule A - Scope of Work: Detailed technical specifications and requirements

2. Schedule B - Pricing and Payment Schedule: Detailed breakdown of costs and payment milestones

3. Schedule C - Project Timeline: Project schedule and milestones

4. Schedule D - Key Personnel: List of key team members and their roles

5. Schedule E - Insurance Requirements: Detailed insurance specifications

6. Schedule F - Flow-down Provisions: Relevant prime contract provisions

7. Schedule G - Forms and Procedures: Standard forms for change orders, progress reports, etc.

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses







































Industries

Federal Acquisition Regulation (FAR): Primary regulation for federal government procurement, crucial if the prime contract involves federal government work

Miller Act: Federal law requiring payment bonds for federal construction projects to protect subcontractors and suppliers

Davis-Bacon Act: Federal law mandating prevailing wage requirements for workers on public works projects

Fair Labor Standards Act (FLSA): Federal law establishing minimum wage, overtime pay, recordkeeping, and youth employment standards

Contract Disputes Act: Federal law governing contract disputes involving government contracts

Small Business Act: Federal legislation providing requirements and provisions for small business participation in government contracts

State Contractor Licensing Laws: State-specific requirements for contractor licensing and certification

Mechanic's Lien Laws: State-specific laws protecting contractors' and subcontractors' rights to payment for work performed

State Prompt Payment Acts: State laws governing timing and terms of payments to contractors and subcontractors

Little Miller Acts: State-level equivalents of the federal Miller Act for state public works projects

Equal Employment Opportunity Regulations: Federal and state laws prohibiting workplace discrimination and promoting equal employment opportunities

Immigration Laws: Federal requirements for verification of work eligibility and employment authorization

OSHA Regulations: Occupational Safety and Health Administration standards for workplace safety and health

Insurance Requirements: Mandatory insurance coverage including general liability, professional liability, worker's compensation, and builder's risk

Uniform Commercial Code (UCC): State-adopted standardized set of laws governing commercial transactions

Building Codes: Local and state regulations governing construction standards and safety requirements

Environmental Regulations: Federal and state laws governing environmental protection and compliance in project execution

Intellectual Property Laws: Federal and state laws governing patents, copyrights, trade secrets, and other intellectual property rights

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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