Free Construction Contractor Agreement

This Construction Contractor Agreement (hereinafter referred to as the “Agreement”) is entered into as of [Month Day, Year] (the “Effective Date”), by and between:

[Your Company Name], a corporation duly organized and existing under the laws of the State of [State Name], with its principal place of business located at [Your Company Address], hereinafter referred to as the "Company," and

[Contractor Name], an independent contractor with a principal address at [Contractor Address], hereinafter referred to as the "Contractor."

The Company and the Contractor are collectively referred to as the "Parties" and individually as a "Party."

WHEREAS, the Company desires to engage the Contractor to provide construction services for the project located at [Project Location] (the “Project”); and

WHEREAS, the Contractor agrees to provide such services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements herein contained, the Parties agree as follows:

1. Scope of Work

The Contractor agrees to provide all labor, materials, tools, equipment, and supervision necessary to perform the construction services described in Exhibit A attached to this Agreement and incorporated by reference (the "Services"). Any changes or modifications to the scope of work must be agreed upon in writing by both Parties through a formal Change Order as outlined in Section 8 below.

The Contractor shall complete the Services in compliance with all applicable federal, state, and local laws, regulations, ordinances, building codes, and standards.

2. Contract Price and Payment Terms

The Company agrees to pay the Contractor for satisfactory performance of the Services as follows:

2.1 Contract Price

The total contract price (the "Contract Price") for the Services shall be [Total Amount in Words] ([$0]), which includes all labor, materials, equipment, and any other costs necessary for the completion of the Services, unless otherwise agreed in writing.

2.2 Payment Schedule

Payments shall be made to the Contractor according to the following payment schedule:

• 20% of the Contract Price upon execution of this Agreement, to cover initial mobilization costs, including labor and materials procurement.

• 40% of the Contract Price upon completion of foundation work, including excavation, footings, and concrete pouring.

• 30% of the Contract Price upon completion of framing, roofing, and exterior finishes of the structure.

• Final 10% of the Contract Price upon final inspection and acceptance of the completed project, including the submission of all required documentation, such as warranties, lien waivers, and permits.

• Final Payment: The balance of the Contract Price shall be paid within [0] days after the completion of the Services and receipt of all required documentation, including final lien waivers, releases, warranties, and any applicable inspection approvals.

2.3 Retainage

The Company shall withhold [Percentage]% of each payment as retainage until final completion of the Services. Final retainage will be released upon acceptance of the work by the Company and completion of all required documentation.

2.4 Late Payments

Any payment not made within [0] days of the due date shall be subject to a late fee of [0]% per month, not to exceed the maximum allowed by law.

3. Term and Termination

3.1 Term

This Agreement shall commence on the Effective Date and shall continue until the completion of the Services, unless terminated earlier in accordance with the terms of this Agreement.

3.2 Termination for Convenience

Either Party may terminate this Agreement upon [0] days' written notice to the other Party. In the event of termination for convenience by the Company, the Contractor shall be compensated for all Services performed up to the effective date of termination and for any reasonable costs directly associated with termination, including demobilization costs.

3.3 Termination for Cause

The Company may terminate this Agreement immediately upon written notice if the Contractor:

• Fails to comply with any material term of this Agreement.

• Fails to complete the Services within the agreed-upon schedule or in a workmanlike manner.

• Becomes insolvent or files for bankruptcy.

In the event of termination for cause, the Contractor shall be entitled to payment only for work satisfactorily completed prior to the date of termination.

4. Contractor’s Responsibilities

4.1 Licensing and Permits

The Contractor represents and warrants that it is properly licensed to perform the Services and will obtain and maintain any permits required by applicable law for the Project. The Contractor shall furnish copies of such licenses and permits to the Company upon request.

4.2 Materials and Equipment

The Contractor shall furnish, at its own expense, all labor, materials, tools, equipment, and other items necessary for the completion of the Services. The Contractor shall ensure that all materials and equipment used meet the standards set forth in the Project specifications and are free of defects.

4.3 Worksite Conditions

• The Contractor shall maintain the worksite in a safe and orderly condition at all times.

• The Contractor shall remove debris and waste materials regularly and upon completion of the Services.

4.4 Safety

The Contractor shall comply with all applicable safety regulations and take all necessary precautions to protect the safety of workers, the public, and property. The Contractor shall provide and maintain adequate safety equipment at the worksite.

5. Warranties and Guarantees

5.1 Workmanship Warranty

The Contractor warrants that all Services will be performed in a workmanlike manner and will conform to industry standards and the requirements of this Agreement. The Contractor shall remedy, at its own expense, any defects or deficiencies in the Services that arise within [Warranty Period] after the completion of the Project.

5.2 Material Warranty

The Contractor shall provide the Company with copies of any manufacturer warranties applicable to materials or equipment used in the Project. The Contractor warrants that all materials provided will be new and free from defects.

6. Insurance and Indemnification

6.1 Insurance

The Contractor shall maintain, at its own expense, the following minimum levels of insurance:

• General Liability Insurance with limits of no less than $[0] per occurrence and $[0] in the aggregate.

• Workers’ Compensation Insurance in accordance with the laws of the state in which the work is performed.

• Automobile Liability Insurance with limits of no less than $[0] per occurrence.

The Contractor shall provide the Company with certificates of insurance prior to commencing the Services and shall name the Company as an additional insured on all policies, except Workers' Compensation.

6.2 Indemnification

The Contractor agrees to indemnify, defend, and hold harmless the Company, its affiliates, employees, officers, and agents from and against any and all claims, damages, liabilities, and expenses (including reasonable attorney’s fees) arising out of or related to:

• The performance of the Services.

• The Contractor's failure to comply with any applicable laws or regulations.

• Any injury to persons or damage to property resulting from the Contractor’s negligence or willful misconduct.

7. Subcontracting

The Contractor shall not subcontract any portion of the Services without the prior written consent of the Company. If subcontracting is permitted, the Contractor shall ensure that each subcontractor is bound by the terms and conditions of this Agreement and shall remain fully responsible for the performance of all subcontracted work.

8. Change Orders

Any changes to the scope of the Services, including changes in materials, equipment, or work schedule, must be documented in a written change order signed by both Parties (the "Change Order"). The Change Order shall specify any changes to the Contract Price and the completion date. The Contractor shall not proceed with any changes unless authorized in writing by the Company.

9. Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to this Agreement, including the breach, termination, or validity thereof, shall be resolved by binding arbitration administered by the American Arbitration Association under its Construction Industry Arbitration Rules. The arbitration shall take place in [City, State], and the decision of the arbitrator(s) shall be final and binding. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

10. Miscellaneous Provisions

10.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [State Name], without regard to its conflict of law principles.

10.2 Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the Parties.

10.3 Amendments

No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties.

10.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10.5 Assignment

The Contractor shall not assign any of its rights or obligations under this Agreement without the prior written consent of the Company.

10.6 Notices

Any notices required under this Agreement shall be in writing and sent to the addresses of the Parties as set forth in this Agreement by certified mail, return receipt requested, or by email with confirmation of receipt.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[Your Company Name]

By:

[Your Name]

[Title]

[Month Day, Year]

[Contractor Name]

By:

[Full Name]

[Title]

[Month Day, Year]

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