A detailed draft provided for a Sub-Contract Agreement that can be used as a base and guideline for all sub-contract or works contracts in any country. Examples of UAE law are mentioned as this document was created by me due to my association with an organisation in the UAE.

1. SUBCONTRACT AGREEMENT Shaun Menon
SUBCONTRACT AGREEMENT
This Subcontract Agreement (the "Agreement") is made and effective this [DATE],
BETWEEN: [CONTRACTOR NAME] (the "Contractor"), a company organized and existing
under the laws of the [State/Province] of [STATE/PROVINCE], with its head office
located at:
[YOUR COMPLETE ADDRESS]
AND: [SUBCONTRACTOR NAME] (the "Subcontractor"), a company
organized and existing under the laws of the [State/Province] of
[STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
WHEREAS Contractor has entered into, or will hereafter enter into, a general construction
contract, henceforth "The Prime Contract" with [GENERAL CONTRACTOR], to perform in
accordance with various contract documents and specifications certain work prepared by
[ARCHITECT], henceforth "Architect", and/or to furnish labor, materials, supplies, labor and/or
goods required to construct the following named and described construction project:
[DESCRIBE], henceforth "The Project", located in [ADDRESS], and
WHEREAS Contractor desires to retain Subcontractor to perform certain contract work in
accordance with various contract documents and specifications and/or to furnish labor, materials,
supplies, labor and/or goods for The Project;

2. SUBCONTRACT AGREEMENT Shaun Menon
GENERAL CONDITIONS of SUBCONTRACT
1. DEFINITIONS
In the Subcontract the following words and expressions shall have the meanings stated below.
Words indicating persons or parties shall include corporations and other legal entities, except
where the context requires otherwise.
a) “The Employer” means ______________________________.
b) “Contractor” means THE CONTRACTOR as named in the Subcontract Agreement
Instrument and the legal successors in title and assigns to this entity.
c) “Subcontractor” means the entity named in the Subcontractor Agreement Instrument
and the legal successors in title and assigns to this entity.
d) “Works” and “Scope of Works” means all works and services to be executed by the
Subcontractor in accordance with this Subcontract.
e) “Day” means a calendar day and year means 365 days.
f) “Agreement” means this Subcontract and those documents named in the Subcontract
Agreement Instrument.
g) “Subcontract Price” means the amount referred to in the Subcontract Agreement
Instrument.
h) “Laws” means:
(UAE law taken FOR EXAMPLE)
(1) All legislation, including the UAE Civil Code, decrees, resolutions, acts, statutes,
ordinances, rules, directions and other orders, treaties, by-laws, codes of practice and
other subordinate legislation, of the Emirate of Abu Dhabi and of the United Arab
Emirates; and

3. SUBCONTRACT AGREEMENT Shaun Menon
(2) The requirements, rules and regulations of any authority, including legislation and
regulations covering the registration and licensing of the Subcontractor necessary for
the proper execution of the Works in accordance with the Subcontract; and
(3) The guidelines of the Emirate of Abu Dhabi, the United Arab Emirates and all
relevant authorities, with which the Subcontractor is legally or reasonably required to
comply.
i) “Facility” means all the property, buildings and surrounding grounds of the Works area.
j) “sub-Subcontractor” means any Subcontractor of the Subcontractor.
k) “Subcontractors Authorized Representative” means the key person nominated by the
Subcontractor to act as the first line of communication between Contractor and the
Subcontractor.
l) “Notice” means an official notification issued either by Contractor to the Subcontractor
or vice-versa. Regardless of any references within the Subcontract Documents all notices
or communications shall be strictly between Contractor and the Subcontractor and there
should not be direct communications between the Subcontractor and THE EMPLOYER
of Contractor.
m) “Instruction” means a written instruction only from Contractor to the Subcontractor any
other instructions from any other person or party and verbal instruction will have no
meaning unless confirmed in writing by Contractor.
*NOW THEREFORE Contractor and Subcontractor agree as follows:*
2. INTERPRETATION
a) In the Subcontract, except where the context requires otherwise:
(i) Words indicating one gender include all genders;
(ii) Words indicating the singular also include the plural and words indicating the
plural also include the singular;
(iii) References to the words “agree”, “agreed” or “agreement” require the agreement
to be recorded in writing.
(iv) A reference to the Subcontract includes all schedules, exhibits and annexures to
the Subcontract.
b) All dates and periods shall be ascertained in accordance with the Gregorian calendar.

4. SUBCONTRACT AGREEMENT Shaun Menon
c) Where references in the Subcontract to the industry or technical codes and standards in
accordance with which the Works are to be executed, the edition or the revised version of
each codes and standards current at the date of the Subcontract applies, unless otherwise
specified.
3. SUBCONTRACTOR WORK
Subcontractor shall be employed as an independent contractor and shall provide and furnish all
labor materials, tools, supplies, equipment, services, facilities, supervision, and administration
necessary for the proper and complete performance and acceptance of the following portions of
the work, hereinafter
"the Subcontract Work", for the Project, together with such other portions of the drawings,
specifications and addendum as related thereto:
SEE EXHIBIT A: Scope, Conditions, And List of Attachments.
4. ADDITIONAL WORKS
a) THE CONTRACTOR has the right to instruct the Subcontractor to undertake additional
works from time to time as may be required either by The Contractor or THE
EMPLOYER.
b) The prices for such work shall be calculated based upon the prices detailed in this
Subcontract.
c) In the event that there are no items within the Bills of Quantities then the rates shall be
determined by CONTRACTOR and based on the prices contained with the Bills of
Quantities and the evidence of the actual costs incurred by the Subcontractor and
submitted to CONTRACTOR. In the event that the cost or other consequences of
performing any such additional works cannot be agreed between the parties within 2
calendar days, the Subcontractor shall nevertheless commence the performance of such
additional works in accordance with the Subcontract upon receipt of CONTRACTOR’
instruction to do so pending resolution, in accordance with the Subcontract of the
Subcontractor’s entitlement.
5. SUBCONTRACTOR PRICE
Consideration of Subcontractor's performance of this Subcontract, and at the times and subject to
the terms and conditions hereinafter set forth, Contractor shall pay to Subcontractor the total sum
of [AMOUNT], hereinafter "Subcontract price." Said Subcontract price is dependent upon the

5. SUBCONTRACT AGREEMENT Shaun Menon
conditions set forth in Exhibit A being met. Should said conditions not be met, the Subcontract
amount shall be modified accordingly.
6. PAYMENT & SET-OFF
All payments by the parties shall be made in full, without set-off or counter claim and free and
clear of any deductions or withholdings in immediately available, freely transferrable, cleared
funds for value on the due date to the account of the parties notified to each other.
7. SPECIAL CONDITIONS
The Special Conditions to Subcontract are incorporated in this Subcontract as though fully set
forth herein. Subcontractor hereby acknowledges receipt of the Special Conditions.
8. COMMUNICATION
a. All communications between Subcontractor and General Contractor, Owner or
Architect shall be via Contractor.
b. Subcontractor shall furnish Contractor with periodic progress reports as required
by Contractor, including status of material, equipment, manpower and submittal.
c. Subcontractor shall be deemed to have received notice of a fact, request, order, or
demand when its Superintendent is notified, either orally or in writing, or
[NUMBER] days after written notice is sent by registered or certified mail
addressed to Subcontractor's last known place of business, whichever is sooner.
d. Any communication to be made under or in connection with this agreement shall
be made in writing and, unless otherwise stated, may be made by fax or letter or
by email.
e. The address and fax number (and the department or officer, if any, for whose
attention the communication is to be made) of each party for any communication
or document to be made or delivered under or in connection with this agreement
is the same as the one set out in the Sub-contract Agreement instrument.
[ Address & FAX details]
f. Contractor shall be deemed to have received notice of a fact, request, or demand
[NUMBER] days after written notice is sent by registered or certified mail
addressed to the following address:
[COMPLETE ADDRESS]
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6. SUBCONTRACT AGREEMENT Shaun Menon
9. PRIORITY OF DOCUMENTS
a) The documents forming the Subcontract are to be taken as mutually explanatory of one
another and shall be read as a whole and are set out in the Subcontract Agreement
Instrument.
b) If the Subcontractor discovers any ambiguity or discrepancy in or between the documents
forming the Subcontract, the Subcontractor shall immediately notify THE
CONTRACTOR who shall, in its discretion, issue any necessary clarification or
instruction to the Subcontractor and the Subcontractor shall implement such clarifications
or instruction with due expedition and without delay.
c) If there is any ambiguity or discrepancy in or between the documents forming part of the
Subcontract in regard to the obligations or requirements for the standard or quality of the
works and services provided and that required by the CONTRACTOR’s Contract with
THE EMPLOYER, then the higher or more onerous obligations or requirements shall
prevail.
10. SEVERABILITY
If one or more provisions of this agreement is held or found to be invalid, illegal or
unenforceable in any respect, any such invalidity, illegality, or unenforceability of any
provision shall not affect the validity of the remaining provisions of this agreement.
11. NOTICES
a) Any communication to be made under or in connection with this agreement shall be made
in writing and, unless otherwise stated, may be made by fax or letter or by email.
b) The address and fax number (and the department or officer, if any, for whose attention
the communication is to be made) of each party for any communication or document to
be made or delivered under or in connection with this agreement is the same as the one
set out in the Sub-contract Agreement instrument.
[ Address & FAX details]
12. PERFORMANCE STANDARDS
a) The Subcontractor shall, at all times;

7. SUBCONTRACT AGREEMENT Shaun Menon
(i) Perform the Subcontract works in accordance with the skill, care and diligence
adhered to by international and expert providers of works and services of a similar
nature to the Subcontract Works,
(ii) Promptly comply with all instructions issued by THE CONTRACTOR under the
Subcontract (including in respect of THE CONTRACTOR’s obligations under the
main Contract), and
(iii) Have all approvals, consents and authorizations in place to enable it to legally
discharge all its obligations under the Subcontract.
b) The Subcontractor acknowledges that he has had an opportunity to review the Main
Contract and that the terms contained within the Main Contract will apply to this
Subcontract in so far as it relates to the Scope of Works for this Subcontract.
Accordingly, and notwithstanding any provision to the contrary, the Subcontractor shall
not, in any circumstances, place THE CONTRACTOR in breach of its obligations owed
to THE EMPLOYER, whether under the Main Contract or otherwise. The Subcontractor
shall fully cooperate with THE CONTRACTOR and provide THE CONTRACTOR with
such assistance as THE CONTRACTOR may reasonably require enabling THE
CONTRACTOR to comply with its obligations or to enforce its rights under the Main
Contract (including in respect of any disputes that THE CONTRACTOR has with THE
EMPLOYER).
13. TECHNICAL STAFF
a) The Subcontractor SHALL only employ qualified candidates possessing the relevant
qualifications and experience all as stated in Schedule [insert] of this Subcontract.
b) The Subcontractor’s candidates’ requirements shall be in line with the applicable labour
law as a minimum.
c) The Subcontractor shall submit to THE CONTRACTOR the CVs of the technical staff
required for the works in any order that THE CONTRACTOR can seek approval from
THE EMPLOYER. It is a condition that THE EMPLOYER has to approve any
Subcontractor’s staff before commencing duties on the Project, THE EMPLOYER has
the right to accept or reject any proposed staff without giving any reason.
d) THE CONTRACTOR has the right to interview any member of the Subcontractor’s
technical staff and release him from his duties at any time in the event that THE
EMPLOYER-specified staff determine that any member violated the required
professional obligations and without cost or claim to be borne by THE CONTRACTOR.

8. SUBCONTRACT AGREEMENT Shaun Menon
14. SAFETY of WORK, WORKMEN & PUBLIC INSURANCES
a) The Subcontractor shall be solely responsible for the workmen (including sub-
Subcontractors and out-sourced works) and the public safety and for any injuries or
damages or both that may occur to them during or as a result of their acts or omissions
during the execution of the Works and shall take all the required precautions.
b) The Subcontractor shall not Subcontract any part of the Subcontract Works without prior
information AND consent of THE CONTRACTOR, and the Subcontractor shall be held
fully responsible for any mistakes of its employees and that of its Subcontractors.
c) The Subcontractor shall adhere to its obligations under its Subcontracts (including in
respect of payment)
d) The Subcontractor shall insure the Public Liability, Workmen and Third Parties as per the
applicable Laws and regulations and the conditions of the Subcontract executed with
THE CONTRACTOR.
e) The Subcontractor shall be responsible for any damage or harm that may occur to the
property and assets of the project of any nature, hereof due to the negligence in the
execution or omission of the Subcontract Works (including arising out of any breach of
the Subcontract). The Subcontractor shall hold THE CONTRACTOR harmless for any
claims either from THE EMPLOYER or any other party against claims, damages of any
nature which have been caused by the Subcontractor in undertaking the obligations or not
undertaking the obligations of the Subcontract.
f) In all such cases above the Subcontractor in which damages has occurred the
Subcontractor shall at its cost compensate for the damages and the repair or replacement
of assets once notified of the same. Failing to do so THE CONTRACTOR may assess the
proper damages and deduct them from the monies due to the Subcontractor.
15. FINANCIAL PENALTIES
a) Technical Staff penalties;
(i) If any member of the technical staff assigned to the work site and referred to
in the Scope of Works as detailed in Schedule [Insert] of this Subcontract, is
absent or fails to attend upon request within two hours, financial penalties
shall be imposed for each day of absence or failure of presence and such
penalties shall automatically be deducted with the details set out in [Schedule]
of this Subcontract.

9. SUBCONTRACT AGREEMENT Shaun Menon
b) Daily Delay Penalties;
(i) Daily Delay Penalties shall be imposed for each day of delay by the
Subcontractor in executing the Subcontract works in accordance with the
Scope of Works as detailed in this Subcontract or any date for completion as
may be agreed by the parties.
(ii) The penalties imposed will be deducted in accordance with the details set out
in [Insert Schedule] of this Subcontract.
c) Defect Penalties;
(i) Financial penalties shall be imposed for each day of defect or whole or partial
failure of the equipment or systems included in the Scope of Works in
accordance with the Scope of Works as detailed in [Insert Schedule] of this
Subcontract.
(ii) The financial penalties shall apply to any omission or negligence by the
Subcontractor or his sub-subcontractors in execution of the Scope of Works as
detailed in [Insert Schedule] of this Subcontract.
(iii) The penalties imposed will be deducted in accordance with the details set out
in [Insert Schedule] of this Subcontract.
d) Spare Parts Penalties;
(i) Financial penalties shall be imposed for each day for not providing the spares
as agreed and detailed in [Insert Schedule] of this Subcontract.
(ii) The penalties imposed will be deducted in accordance with the details set out
in [Insert Schedule] of this Subcontract.
16. DURATION OF APPOINTMENT
THE EMPLOYER has the option to terminate the CONTRACTOR Contract at its convenience.
In the event that THE EMPLOYER does terminate the CONTRACTOR Contract (for any
reason) then, THE CONTRACTOR may, upon notice, terminate this Subcontract upon notice
and without a Court Order. In the event of such termination and notwithstanding any provision to
the contrary, the Subcontractor’s sole entitlement to compensation shall be for the works and
services that it performed prior to the date of termination of the Subcontract, and the
Subcontractor shall not, under any circumstances, have any claim for any indirect or
consequential losses (including loss of profit, loss of contract, loss of opportunity or loss arising

10. SUBCONTRACT AGREEMENT Shaun Menon
out of any claims brought by third parties against the Subcontractor). Such payment to the
Subcontractor shall be subject always to THE CONTRACTOR receiving funds from THE
EMPLOYER in respect of the Subcontractor’s payment entitlement.
17. AMENDMENT
This Subcontract shall only be amended or modified by written document executed by
authorized representatives of Contractor and Subcontractor. This Subcontract supersedes all
prior representations made by Contractor.
18. GOVERNING LAW
(UAE law taken FOR EXAMPLE)
a. The validity, interpretation, and performance of this Subcontract shall be
governed by the laws of the jurisdiction where the Project is located.
OR
a) The Subcontract shall be governed by and construed in accordance with the
Laws of the Emirate of Abu Dhabi and the federal Laws of the United Arab
Emirates as applicable in the Emirate of Abu Dhabi.
b. The language for communications shall be English.
c. Unless otherwise specified in the Subcontract, both the Contractor’s and the
Subcontractor’s documents will be written in English.
d. Titles, captions, or headings to any provision, article, etc., shall not limit the full
contents of the same. These articles have the full force and effect as if no titles
existed.
e. If any term or provision of this Subcontract is determined to be invalid, it shall not
affect the validity and enforcement of the remaining terms and provisions of this
Subcontract.
f. This contract shall be binding upon and inure to the benefit of the respective
successors, assigns, representatives, and heirs of the parties herein.
g. In the event of a dispute arising on the interpretation of the CONTRACTOR Contract
which applies to the Subcontract, THE CONTRACTOR will determine, in its
discretion, the interpretation which is binding under the Subcontract.

11. SUBCONTRACT AGREEMENT Shaun Menon
19. NON-ASSIGNMENT
(a) The Subcontractor shall not have the right to assign or transfer the benefits and
obligations of this agreement or any part thereof to any person and/or company except on
with the prior written consent of THE CONTRACTOR.
20. CONFIDENTIALITY
a) The Subcontractor shall treat all information supplied by THE CONTRACTOR and the
Subcontract documentation as confidential and should not be disclosed to any other party.
b) The Subcontractor may disclose information with prior written consent of THE
CONTRACTOR in the following circumstances:
(i) To the extent required by applicable laws; or
(ii) To the insurer under a policy of insurance pursuant to the Subcontract; or
(iii) To its directors, employees and officers to the extent required to enable the
Subcontractor to undertake the obligations of the Subcontract; or
(iv) To outside consultants or advisors engaged by or on behalf of the Subcontractor
and acting in that capacity in connection with the Works (including insurance, tax
and legal advisors); or
(v) As directed by THE CONTRACTOR.
c) This clause 21 shall survive the completion, expiry or termination of the Subcontract.
21. DISPUTE RESOLUTION
Any and all disputes or claims between the Contractor and the Subcontractor arising out of this
Subcontract shall be resolved by submission of the same to [SPECIFY], for resolution by
binding arbitration according to [SPECIFY]'s Rules of Arbitration. In so agreeing the parties
expressly waive their right to a jury trial, if any, on these issues and further agree that the award
of the arbitrator shall be final and binding upon them as though rendered by a court of law and
shall be enforceable in any court having jurisdiction over the same.

12. SUBCONTRACT AGREEMENT Shaun Menon
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.
SUBCONTRACTOR CONTRACTOR
Authorized Signature Authorized Signature
Name and Title Name and Title