Contract Between Agency-General Contractor and Subcontractor This Agreement is made on __________________[date], between __________________[name of agency ] (Agency), with

a principal place of business at __________________[address], and [name of subcontractor ] (Subcontractor), an independent contractor, with a principal place of business at __________________[address ].

1 TERM OF CONTRACT 1.01. This agreement will become effective __________________[on the date stated above or on __________________ (date)], and will continue in effect __________________[until the services provided for in this agreement have been performed or until terminated as provided in this agreement or for a period of __________________ (specify ) __________________ (months or years) unless terminated earlier].

2 SERVICES TO BE PERFORMED BY SUBCONTRACTOR

Specific Services

[Choose one of the following: ] 2.01. Subcontractor agrees to [describe in detail the services to be performed ] [add if applicable: for __________________ (name of principal )].

[OR ] 2.01. Subcontractor agrees to perform the services specified in the Description of Services attached to this agreement and incorporated into this agreement by reference [add if applicable: for __________________ (name of principal )].

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Method of Performing Services 2.02. Subcontractor will determine the method, details, and means of performing the above-described services.

Status of Subcontractor 2.03. Subcontractor enters into this agreement, and will remain throughout the term of the agreement, as an independent contractor. Subcontractor agrees that __________________ [he or she] is not and will not become an employee, partner, agent, or principal of Agency while this agreement is in effect. Subcontractor agrees __________________ [he or she] is not entitled to the rights or benefits afforded to Agencys employees, including disability or unemployment insurance, workers compensation, medical insurance, sick leave, or any other employment benefit. Subcontractor is responsible for providing, at __________________[his or her] own expense, disability, unemployment, and other insurance, workers compensation, training, permits, and licenses for [himself or herself] and for __________________[his or her] employees and subcontractors.

Payment of Income Taxes 2.04. Subcontractor is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by Agency to Subcontractor for services under this agreement. On request, Subcontractor will provide Agency with proof of timely payment. Subcontractor agrees to indemnify Agency for any claims, costs, losses, fees, penalties, interest, or damages suffered by Agency resulting from Subcontractor s failure to comply with this provision.

Use of Employees or Subcontractors 2.05. Subcontractor may, at Subcontractors own expense, use any employees or subsubcontractors as Subcontractor deems necessary to perform the services required of Subcontractor by this agreement. Agency may not control, direct, or supervise Subcontractors employees or sub-subcontractors in the performance of those services.

3 COMPENSATION

[Choose one of the following: ]

Flat Rate 3.01. In consideration for the services to be performed by Subcontractor, Agency agrees to pay Subcontractor $ ____________.

[OR ] 3.01. Agency agrees to pay Subcontractor according to the schedule of payments in the Description of Services attached to this agreement and incorporated into this agreement by reference.

[OR ]

Hourly, Daily, or Monthly Compensation 3.01. In consideration for the services to be performed by Subcontractor, Agency agrees to pay to Subcontractor [e.g., $70 per hour or $500 per day or $15,000 per month].

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Date for Payment of Compensation

[For a flat rate contract, include the following provision: ] 3.02. For services rendered under this agreement, Agency agrees to pay Subcontractor the sum set forth in Paragraph 3.01 of this agreement __________________ [e.g., on completion of work or at the rate of $15,000 per month, payable on the first day of each month, until the entire sum has been paid or$ ____________ on the commencement of this agreement and the balance in monthly installments of $ ____________, payable on the first day of each month].

[OR ]

[For an hourly or per diem contract, include the following provision: ] 3.02. Subcontractor will submit to Agency a statement of services rendered at the end of each month. Agency agrees to pay the amount due to Subcontractor for services within 15 days of receipt of the statement.

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Payment of Expenses

[Use if subcontractor will pay for expenses: ] 3.03. Subcontractor will be responsible for all expenses incurred in performing services under this agreement.

[OR ]

[Use if agency will reimburse subcontractor for expenses: ] 3.03. Agency will reimburse Subcontractor for all reasonable expenses incurred in performing services under this agreement. The term expenses includes [e.g., costs of travel, telephone bills, supplies, and the services of sub-subcontractors]. Subcontractor will provide Agency with receipts for all expenses [add if applicable: in excess of $25].

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4 OBLIGATIONS OF SUBCONTRACTOR

Minimum Amount of Service 4.01. Subcontractor agrees to devote a minimum of ____________ hours per month to performing the above-described services.

Non-Exclusive Relationship 4.02. Subcontractor may represent, perform services for, and contract with as many additional agencies, clients, persons, or companies as Subcontractor, in __________________ [his or her] sole discretion, sees fit.

Time and Place of Performing Work

[Use if subcontractor may choose place of work: ] 4.03. Subcontractor may perform the services under this agreement at any suitable time and location __________________[he or she] chooses.

[OR ]

[Use if nature of work requires that subcontractor work at premises of agencys principal: ] 4.03. Subcontractor will perform the services under this agreement on premises of Agencys principal [specify time, e.g, during principals regular business hours or between the hours of 9:00 A.M. and 5:00 P.M. each weekday], as specified in the contract between Agency and Agencys principal. The services must be performed on these premises and during these hours because [specify, e.g., the painting of the principals house can only be performed during daylight hours when the principal is not at home].

Tools, Materials, and Equipment 4.04. Subcontractor will supply all tools, materials, and equipment required to perform the services under this agreement.

Workers Compensation 4.05. Subcontractor agrees to provide workers compensation insurance for Subcontractors employees and agents and agrees to hold harmless and indemnify Agency for any and all claims arising out of any injury, disability, or death of any of Subcontractor s employees or agents.

[Choose one of the following: ]

Liability Insurance 4.06. Subcontractor agrees to maintain a policy of insurance in the minimum amount of $ ____________ to cover any negligent acts or omissions committed by Subcontractor or Subcontractors employees or agents during the performance of any duties under this agreement. Subcontractor further agrees to indemnify and hold Agency free and harmless from any and all claims arising from any such negligent act or omission.

[OR ]

Limited Liability 4.06. Subcontractor will not be liable to Agency, or to anyone who may claim any right due to a relationship with Agency, for any acts or omissions in the performance of services under the terms of this agreement or on the part of the employees or agents of Subcontractor unless those acts or omissions are due to willful misconduct. Agency will indemnify and hold Subcontractor free and harmless from any obligations, costs, claims, judgments, attorneys fees, and attachments arising from, growing out of, or in any way connected with the services rendered to Agency under the terms of this agreement, unless Subcontractor is judged by a court of competent jurisdiction to be guilty of willful misconduct.

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Subcontractors Qualifications 4.07. Subcontractor represents that __________________[he or she] has the qualifications and skills necessary to perform the services under this agreement in a competent, professional manner, without the advice or direction of Agency. This means Subcontractor is able to fulfill the requirements of this agreement. Failure to perform all the services required under this agreement constitutes a material breach of the agreement. Subcontractor has complete and sole discretion for the manner in which the work under this agreement will be performed.

Indemnity 4.08. Subcontractor agrees to indemnify, defend, and hold Agency free and harmless from all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, attorneys fees, and costs, that Agency may incur as a result of a breach by Subcontractor of any representation or agreement contained in this agreement.

Assignment 4.09. Neither this agreement nor any duties or obligations under this agreement may be assigned by Subcontractor without the prior written consent of Agency.

5 OBLIGATIONS OF AGENCY

Cooperation of Agency 5.01. Agency agrees to comply with all reasonable requests of Subcontractor necessary to the performance of Subcontractors duties under this agreement.

Procurement of Contracts 5.02. Agency agrees to exert a reasonable effort to procure contracts for Subcontractor [describe type of work subcontractor seeks, e.g., involving bricklaying work] and capable of being performed by Subcontractor.

Assignment 5.03. Neither this agreement nor any duties or obligations under this agreement may be assigned by Agency without the prior written consent of Subcontractor.

6 TERMINATION OF AGREEMENT

[Choose one of the following: ]

Expiration of Agreement 6.01. Unless otherwise terminated as provided in this agreement, this agreement will continue in effect [specify length corresponding with that set forth in 1.01, e.g., for a period of __________________ (specify ) __________________ (months or years) or until the services provided for in this agreement have been fully and completely performed] and shall then terminate unless renewed in writing by both parties.

[OR ]

Termination on Notice 6.01. Notwithstanding any other provision of this agreement, either party may terminate this agreement at any time by giving [specify reasonable notice based on type of services to be rendered by contractor, e.g., 30 days] written notice to the other party. Unless otherwise terminated as provided in this agreement, this agreement will continue in force [ specify length

corresponding with that set forth in 1.01, e.g., for a period of __________________ (specify ) __________________ (months or years) or until the services provided for in this agreement have been fully and completely performed].

Termination on Occurrence of Stated Events 6.02. This agreement will terminate automatically on the occurrence of any of the following events:

(a)Bankruptcy or insolvency of either party. (b)Sale of the business of either party. (c)Death of either party. (d)__________________ [specify other event on which agreement will terminate, e.g., Assignment of this agreement by either party without the consent of the other party].

Termination for Default 6.03. If either party defaults in the performance of this agreement or materially breaches any of its provisions, the non-breaching party may terminate this agreement by giving written notification to the breaching party. Termination will take effect immediately on receipt of notice by the breaching party or five days after mailing of notice, whichever occurs first. For the purposes of this paragraph, material breach of this agreement includes, but is not limited to, the following:

(a)Agencys failure to pay Subcontractor any compensation due within 30 days after written demand for payment. (b)Subcontractors failure to complete the services specified in__________________ [Paragraph 2.01, above or the Description of Services].

(c)Subcontractors material breach of any representation or agreement contained in Paragraph 4.07. (d)Agencys material breach of any representation or agreement contained in this Agreement. (e)__________________ [specify other situation constituting material breach ].

7 GENERAL PROVISIONS

Notices 7.01. Any notices required to be given under this agreement by either party to the other may be effected by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices must be addressed to the parties at the addresses appearing in the introductory paragraph of this agreement, but each party may change the address by giving written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of [e.g., the day of receipt or the fifth day after mailing, whichever occurs first].

Entire Agreement of the Parties 7.02. This agreement supersedes any and all agreements, either oral or written, between the parties with respect to the rendering of services by Subcontractor for Agency and contains all of the representations, covenants, and agreements between the parties with respect to the rendering of those services. Each party to this agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this agreement, and that no other agreement, statement, or promise not contained in this agreement will be valid or binding. Any modification of this agreement will be effective only if it is in a writing signed by the party to be charged.

Partial Invalidity 7.03. If any provision of this agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.

Payment of Moneys Due Deceased Subcontractor 7.04. If Subcontractor dies before completing the services under this agreement, any moneys due Subcontractor from Agency under this agreement as of the date of death will be paid to the Subcontractors executors, administrators, heirs, personal representatives, successors, and assigns.

Arbitration

[Choose one of the following: ] 7.05. Any controversy between the parties to this agreement involving the construction or application of any of the terms, covenants, or conditions of this agreement will, on the written request of one party served on the other, be submitted to arbitration. The arbitration will comply with and be governed by the provisions of the California Arbitration Act, Sections 1280 through 1294.2 of the California Code of Civil Procedure. The parties will each appoint one person to hear and determine the dispute. If those two persons are unable to agree, then they will select a third impartial arbitrator whose decision will be final and conclusive on both parties. The cost of arbitration will be borne in a proportion the arbitrators determine. [OR ] 7.05. Any controversy or claim arising out of or relating to this agreement or the breach of the agreement will be settled by arbitration in accordance with the rules of the American Arbitration Association. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction over the award.

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[Use to provide for liquidated damages: ]

Liquidated Damages 7.06. The parties agree that in the event of a breach of this agreement by either party, it would be impracticable or extremely difficult to fix the actual damage and, therefore, the breaching party will pay to the non-breaching party as liquidated damages and not as a penalty the sum of $ ____________, which represents a reasonable compensation for the loss incurred because of the breach.

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Attorneys Fees 7.07. If any [legal action or specify more limited provision, e.g., legal action based in contract law], including an action for declaratory relief, is brought to enforce or interpret the provisions of this agreement, the prevailing party will be entitled to reasonable attorneys fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled.

Governing Law 7.08. This agreement will be governed by and construed in accordance with the laws of the State of California.

Executed at __________________[city __________________[date ]. AGENCY [typed name] By: __________________ [signature ] [typed name and title] SUBCONTRACTOR __________________ [signature ] [typed name]

],

______________

[state],

on