SUBCONTRACTOR AGREEMENT

This Agreement, as negotiated herein, is entered into by and between                                                     _, “Subcontractor” and                                                                    , “Contractor.”

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subcontractor and the Contractor hereby agree as follows:

Article 1.  Statement of Work:

From time to time, Subcontractor may provide services to Contractor.  In addition to the terms and conditions negotiated by the parties for particular projects, Contractor and Subcontractor hereby agree that the terms and conditions of this Subcontractor Agreement (the “Agreement”) shall apply whenever Subcontractor provides services to Contractor.

Article 2.  Insurance:

The Subcontractor, at its own expense, shall obtain and maintain in full force and effect, without interruption during the term of the Agreement, the following minimum levels of insurance:

A. Workers’ Compensation insurance covering the legal liability of the Contractor and its Subcontractors under the applicable workers’ compensation or occupational disease laws for claims  for  personal  injuries  and  death  resulting  there  from  to  the  Contractor  and  its Subcontractor’s employees.  The Subcontractor shall also obtain a minimum of $500,000 of Employers’ Liability insurance.  Certificates of insurance must include a waiver of subrogation in favor of Contractor.

B.  Commercial General Liability insurance covering the legal liability (including liability assumed contractually,  whether  incidental  or  not)  of  the  Subcontractor  who  may  be  engaged  in  the services, for claims for personal injuries (including death) and property damage resulting there from arising out of the services to be performed by the Subcontractor, in an amount not less than
$500,000 for any one occurrence, $1,000,000 general aggregate (subject to a per project general aggregate provision), $1,000,000 Products/Completed Operations aggregate limit.  Commercial General Liability insurance shall be obtained and shall include broad form contractual liability coverage, products/completed operations, cross liability, severability of interest and broad form property damage (if required), and Contractor as well as its directors, officers and employees shall be named as an additional insured on such Commercial General Liability policy regarding liability arising out of operations performed under this Agreement.   Form CG 20 10 07 04 and CG
20 37 07 04 must be shown on the certificate of insurance or its equivalent.

C.   Automobile Liability insurance covering the legal liability (including liability assumed contractually, whether incidental or not) of the Subcontractor who may be engaged in the services, for claims for personal injuries and death resulting there from and for property belonging to other than the Subcontractor caused by highway licensed vehicles of or used by the Subcontractor in an amount not less than: (i) $500,000 for any one person; (ii) $500,000 for bodily injury for any one occurrence; and (iii) $500,000 for property damage for any one occurrence.  Automobile Liability insurance shall provide coverage for owned, hired or non-owned automobile or other automotive equipment and Contractor shall be named as an additional insured on such policy.

The Subcontractor’s insurance coverage shall be primary insurance as respects work on this project for Contractor, its directors, officers, and employees.   Any insurance or self-insurance maintained by Contractor shall be excess of the Subcontractor’s insurance.  The Subcontractor, in its agreements with subcontractors, shall require subcontractors to obtain insurance meeting the minimum limits and incorporating the contractual requirements that are prescribed by this Section.  The Subcontractor hereby waives and relinquishes any right of subrogation against Contractor and its agents, representatives, employees, and affiliates they might possess for any policy of insurance provided under this Section or under any State or Federal Workers’ Compensation or Employer’s Liability Act.   Subcontractor shall
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require its insurer to notify Contractor thirty (30) days prior to the effective date of any cancellation or material change in any of the required policies.  To the extent that the Subcontractor utilizes deductibles in conjunction with the insurance required by this Agreement, all deductible expenses will be assumed by the Subcontractor. Insurance shall be placed with insurers with a Best rating of not less than A-.

Article 4.  Indemnification and Arbitration:

The work performed by the Subcontractor shall be at the risk of the Subcontractor exclusively. Subcontractor hereby indemnifies and holds Contractor, its parent and affiliates and their respective officers, directors, employees and agents, harmless from and against any and all claims, actions, losses, judgments, or expenses, including reasonable attorneys fees, arising from or in any way connected with the work performed, materials furnished, or services provided to Contractor during the term of this Agreement.

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  The prevailing party in any arbitration concerning this Agreement shall be entitled to reasonable attorneys' fees.

Article 5.  Warranty:

Subcontractor  warrants  its  work  for  a  period  of   	
workmanship.

Article 6.  Miscellaneous:

year(s) against all defects in materials or

Subcontractor is an independent contractor and not an employee of Contractor.

This Agreement shall be in full force and effect from the date of signing unless canceled in writing by either party with thirty (30) days’ written notice.  The cancellation of this Agreement shall not negate any term or condition, such as the indemnity or insurance requirements.

This Agreement is governed by the laws of the State of Georgia.  Any amendment(s) must be given in writing.

SUBCONTRACTOR                                                          CONTRACTOR

Company:                                                          By:                                                                      Title:                                                                    Date:                                                                 

Company:  	  By 	 Title:  	  Date:  	 

This sample agreement is for informational purposes only and should not be considered legal advice.  Builders Insurance accepts no legal responsibility for the correctness or completeness of this material.  We recommend that you consult with your legal counsel and agent regarding your individual circumstances.

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