The "Subcontractors" clause outlines the conditions under which a primary contractor is permitted to hire third parties to perform parts of the contracted work. It typically includes requirements for approval by the original client and stipulations ensuring that subcontractors comply with the same standards and obligations set forth in the main contract.
WHEREAS, Contractor, itself or through its vendors, suppliers, and subcontractors, desires to provide the foregoing engineering, procurement, construction, pre-commissioning, commissioning, start-up and testing on a cost plus fee basis subject to a Guaranteed Maximum Price (as described herein);
2.3 Subcontractors and Sub-subcontractors. Owner acknowledges and agrees that Contractor intends to have portions of the Work accomplished by Subcontractors pursuant to written Subcontracts between Contractor and such Subcontractors, and that such Subcontractors may have certain portions of the Work performed by Sub-subcontractors. All Subcontractors and Sub-subcontractors shall be reputable, qualified firms with an established record of successful performance in their respective trades performing identical or substantially similar work. All contracts with Subcontractors and Sub-subcontractors shall be consistent with the terms and provisions of this Agreement. No Subcontractor or Sub-subcontractor is intended to be or shall be deemed a third-party beneficiary of this Agreement. Contractor shall be fully responsible to Owner for the acts and omissions of Subcontractors and Sub-subcontractors and of Persons directly or indirectly employed by any of them, as Contractor is for the acts or omissions of Persons directly employed by Contractor. The work of any Subcontractor or Sub-subcontractor shall be subject to inspection by Owner, Lender or any of their representative to the same extent as the Work of Contractor. All Subcontractors and Sub-subcontractors and their respective personnel are to be instructed by Contractor in the terms and requirements of Owner-approved access, safety and environmental protection policies and procedures. In the event that any personnel do not adhere to such policies and procedures, such personnel shall be removed by Contractor. In no event shall Contractor be entitled to any adjustment of the Guaranteed Maximum Price or Milestone Dates as a result of compliance with such policies and procedures or any removal of personnel necessitated by non-compliance. Nothing contained herein shall create any contractual relationship between any Subcontractor and Owner, or between any Sub-subcontractor and Owner, or obligate Owner to pay any amounts of any nature to any Subcontractor or Sub-subcontractor.
2.4.1. Proposed Major Subcontractors and Major Sub-subcontractors. 2.4.1.1. Approvals. As a part of the Work, Contractor shall provide all necessary services related to the bidding of Major Subcontracts by new or replacement Major Subcontractors, including the following: (a) preparing lists of prospective bidders; (b) preparing proposed forms of Subcontract and purchase orders; (c) establishing bid schedules; (d) advertising for bids and developing bidder interest in the Project; (e) furnishing information concerning the Project to prospective bidders; (f) conducting pre-bid conferences; (g) receiving bids and analyzing bids; (h) investigating the acceptability and responsibility of Subcontractors and advising Owner of such evaluations; (i) negotiating with Subcontractors concerning any matter related to the Project;
2.4.1.2. Prior Subcontracts with Owner’s Prior EPC Contractor. Contractor, at its option, may either take assignment of existing subcontracts with Owner’s Prior EPC contractor, enter into new Subcontracts with existing subcontractors, or enter into new subcontracts with new subcontractors. In all cases and notwithstanding anything to the contrary in this Agreement, Contractor assumes all responsibility for such subcontractors, with such subcontractors being considered Subcontractors under this Agreement, and the responsibility under such subcontracts, with such subcontracts being considered Subcontracts under this Agreement. Sections 2.4.1 and 2.4.5 shall not apply to the existing subcontracts with Owner’s Prior EPC contractor that Contractor takes assignment of.
2.4.3. Other Additional Proposed Subcontractors and Sub-subcontractors. For any Subcontractor not covered by Section 2.4.1, Contractor shall, within fifteen (15) Days prior to the selection of any such Subcontractor, notify Owner in writing of the selection of such Subcontractor and inform Owner generally what portion of the Work such Subcontractor is performing at the Site.
2.4.5. Terms of Major Subcontracts and Major Sub-subcontracts. In addition to the requirements in Section 2.3 and without in any way relieving Contractor of its full responsibility to Owner for the acts and omissions of Subcontractors and Sub-subcontractors, each Major Subcontract and each Major Sub-subcontract shall contain the following provisions: 2.4.5.1. the Major Subcontract and the Major Sub-subcontract may be assigned to Owner without the consent of the respective Major Subcontractor or Major Sub-subcontractor; and 2.4.5.2. the Major Subcontractor and the Major Sub-subcontractor shall comply with and perform for the benefit of Owner all requirements and obligations of Contractor to Owner under this Agreement, as such requirements and obligations are applicable to the performance of the work under the respective Major Subcontract or Major Sub-subcontract, including the competitive bidding process for Major Subcontractors in substance the same as that included in Section 2.4.1, an indemnity in substance the same as that included in Article 17, and the insurance requirements specified in Article 10.
3.8.2. Contractor and its Subcontractors and Sub-subcontractors and the personnel of any of them shall not bring onto the Site: (i) any firearm of whatsoever nature or any other object which in the sole judgment of Owner is determined to be a potential weapon, unless Applicable Law requires Owner to allow such items on the Site; (ii) alcoholic beverages or intoxicants of any nature; (iii) any substance that creates a hazard and not related to the Work; (iv) illegal or non-prescription drugs of any nature; or (v) any prescription drugs without a valid prescription. In addition, all employees and agents of Contractor and its Subcontractors and Sub-subcontractors shall successfully complete a drug screening test prior to performing Work at the Site and periodically thereafter, and upon Owner’s request, Contractor shall provide Owner with copies of such drug screening tests. Contractor and its Subcontractors and Sub-subcontractors shall abide by and enforce the requirements of this Section 3.8.2, and shall immediately remove from the Work and the Site any employee or agent of Contractor, Subcontractor or Sub-subcontractor who, in Owner’s sole judgment, has violated the requirements of this Section 3.8.2. THE PROVISIONS OF SECTION 3.8.1 WITH REGARD TO LIABILITY OF ANY OF THE OWNER INDEMNIFIED PARTIES AND CONTRACTOR’S RELEASE, INDEMNIFICATION, DEFENSE AND HOLD HARMLESS OBLIGATIONS SHALL APPLY TO THE REMOVAL OF ANY SUCH PERSON UNDER THIS SECTION 3.8.2.
5. LOWER TIER SUBCONTRACTORS. Subcontractor shall not utilize any lower tier subcontractor Without first obtaining RPM's written consent. Subcontractor may request RPM's approval by completing and Submitting to RPM the Subcontractor's Request for Consent to Use Lower Tier Subcontractor and Certification {Available Upon Request). Nothing in this Agreement shall create any contractual relationship between RPM and any Lower tier subcontractor or any obligation on the part of RPM to pay or to see the payment of any monies due any Lower tier subcontractor.
Despite suppliers or subcontractors indicating that they source from the Covered Countries, these suppliers and subcontractors were unable to fully report which specific smelters were part of the supply chain of the components that were sold to the Company in 2023. The Company intends to continue to take steps to strengthen its conflict minerals compliance program to mitigate the risk that conflict minerals in the manufacture of the Company's products benefit armed groups. In particular, the Company has taken or intends to take the following steps, including steps to improve its due diligence, including to: a. Continue to attempt to validate supplier responses using information collected via smelter validation programs such as the EICC and GeSI initiatives and encourage suppliers and subcontractors to source, when feasible, from smelters or refiners that are certified as conflict-free by an independent third party. b. Continue to monitor and track the performance of risk mitigation efforts, which will be reported to designated senior management on an ongoing basis. c. Communicate to potential new suppliers and subcontractors our sourcing expectations and conflict minerals policy.
(a) Method of Providing the Services. Provider/Consultant shall be solely responsible for determining the method, details and means of performing the Services. Provider/Consultant shall be free from the control and direction of Company in connection with the performance of the Services. In addition to the assistant who will be employed by and paid by the Company and accessible to Consultant in accordance with Section 3(b), Provider may, at its own expense, employ or engage the services of such employees, subcontractors, partners or agents, as Provider deems necessary to perform the Services (collectively, the “Subcontractors”). The Subcontractors are not and shall not be employees of the Company, and Provider shall be wholly responsible for the performance of the Services by the Subcontractors. Provider shall expressly advise the Subcontractors of the terms of this Agreement and shall ensure that each Subcontractor who will have access to any Confidential Information or perform any Services has entered into a binding written agreement to protect any Confidential Information to the same extent protected by this Agreement. While on the Company’s premises, Consultant and its Subcontractors shall comply with Company’s then-current access rules and procedures, including those related to safety, security and confidentiality.
For Services rendered by Consultant under this Agreement, the Company shall pay Provider at the rate of $1,850 per hour. The Company shall pay Subcontractors at a rate to be negotiated by the parties when a Subcontractor is engaged. Provider must provide a detailed invoice of Consultant’s and Subcontractors’ time billed to the Company on a monthly basis, and absent any disputes over the time billed, the invoice will be payable by the Company within 30 days. Nothing in this Section shall prevent Consultant from negotiating with the Company for increased hourly service rates for Consultants and Subcontractors.
2.7 Acting Persons Service Provider may perform TSA Services through Affiliated Companies, or, provided that there is no material increase in the total cost (over the entire term of the TSA Service) or change in service (including quality and functionality), through external Subcontractors ("Subcontractors"); provided, however, that (i) Service Provider shall use the same degree of care in selecting any such Affiliated Company or Subcontractor as it would if such Affiliated Company or Subcontractor were being retained to provide similar services to Service Provider, (ii) Service Provider shall perform the TSA Services exclusively through the SME in accordance with Section 2.4 (if applicable), (iii) Service Provider shall in all cases procure compliance of the Affiliated Company or Subcontractor with the terms and conditions of this Agreement and the respective Term Sheet in providing any of the TSA Services and shall remain responsibile for the provision to Recipient of the TSA Services, and that (iv) Service Provider shall be solely responsible for any obligations or liabilities that it may have to such third party service provide
“Subcontractor” means and refers to any Person or entity, including a Components supplier or Vendor, who performs a portion of the Work or supplies materials, Components or other items in relation to the Work.
10.3.1 Subcontractors. The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of such Subcontractor’s portion of the Work, the amount to which said Subcontractor is entitled. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to in a similar manner. The Owner shall not have an obligation to pay or to see to the payment of money to a Subcontractor or Vendor.
1.3. Tenant’s Architects, Contractors and Consultants. The architect, engineering consultants, design team, general contractor and subcontractors responsible for the construction of the Extension Improvements shall be selected by Tenant and approved by Landlord, which approval Landlord shall not unreasonably withhold, condition or delay. Landlord may refuse to use any architects, consultants, contractors, subcontractors or material suppliers that Landlord reasonably believes could cause labor disharmony. All Tenant contracts related to the Extension Improvements shall provide that Tenant may assign such contracts and any warranties with respect to the Extension Improvements to Landlord at any time.
Representative shall promote the sale of the Covered Products and related service and financing through its own employees only. Representative shall not, without GEHC’s prior written approval, appoint any agent or subcontractor for the promotion of the sale of the Covered Products or related service and financing in the Territory, and any such appointment without GEHC’s approval shall be void. Further, notwithstanding any such appointment, or GEHC’s approval thereof, Representative shall at all times remain fully responsible for the performance of its employees, agents and subcontractors and their respective employees. Any employees, agents or subcontractors of Representative that are approved by GEHC to perform hereunder must agree in writing (i) to be bound by obligations of confidentiality and with respect to compliance with laws and GEHC’s intellectual property to at least the same extent as Representative is bound hereunder; (ii) to certify their compliance with laws and regulations in accordance with GEHC’s then-current version of the certification form set forth in Exhibit 4(a); and (iii) to be bound by GEHC’s policies and procedures, including without limitation any requirements that such employees, agents or subcontractors submit to background checks as may be requested by GEHC. The Parties acknowledge and agree that as of the Effective Date of this Agreement, GEHC has not approved the appointment of any agents or subcontractors by Representative.
5.Subcontractors 5.1Unless otherwise set forth in the Agreement, Dalmore will not engage or use any Subcontractors to Process Data without providing Rally with prior written notice of Dalmore’s intent to use such Subcontractors. Rally consents to Dalmore’s continued use of those Subcontractors set out in Annex 1, subject to Dalmore meeting the obligations set out in this Section 5. Upon Rally’s written request, Dalmore will provide Rally with a list of current Subcontractors and descriptions of their Processing activities. 5.2Prior to any Processing of Rally Personal Data by its Subcontractors, Dalmore will execute agreements with each Subcontractor that impose privacy, data protection, and data security obligations on each Subcontractor that are at least as protective of Data as those to which Dalmore is subject. In particular, Dalmore will ensure its Subcontractors are subject to comprehensive contractual obligations to implement appropriate industry standard information security measures to ensure the protection of Data and in such a manner that the Processing of Data by such Subcontractors will meet applicable legal requirements. Dalmore will be fully responsible and liable to Rally for any acts or omissions of Subcontractors as if they were Dalmore’s own.
8. Tenant’s Contractors. Tenant shall require all other persons, firms and corporations engaged or employed by Tenant in connection with the performance of Tenant Work to carry and maintain coverages with limits not less than those required by this Exhibit. Tenant’s contractors’ and subcontractors’ insurance compliance, including any coverage exceptions, shall be Tenant’s responsibility. Tenant shall incorporate these insurance requirements by reference within any contract executed by Tenant and its contractors. Tenant shall obtain and verify the accuracy of certificates of insurance evidencing required coverage prior to permitting its contractors, subcontractors (of any tier), suppliers and agents from performing any Tenant Work or services at the Premises. Tenant shall furnish original certificates of insurance with additional insured endorsements from Tenant’s contractors, subcontractors (of any tier), suppliers and agents as evidence thereof, as Landlord may reasonably request.
Consultant may recommend that the Company engage with third party contractors, subcontractors and/or consultants (hereinafter referred to as “Subcontractors”). The use of such Subcontractors shall be approved in advance and in writing by the Company, such approval not to be unreasonably withheld. Consultant shall pay for the fees of the Subcontractors. However, Company agrees to reimburse all such fees for the Subcontractors, within thirty (30) days of receipt of an invoice for such fees. Consultant and/or its Assistants will review and oversee work done by Subcontractors. In the event that the Company permits Consultant to use the services of one or more Subcontractors, Consultant shall be liable for any breach of the provisions of this Agreement by its Subcontractors. In no event shall Consultant, or any Assistant, Subcontractor, partner, agent, employee of Consultant, perform any portion of the Services outside the United States of America, except upon the request or with the prior approval of the Company.
Vendor represents and warrants that it has, and that all Subcontractors will hold, all required authorities, licenses, and permits required to perform the Services. Vendor further represents and warrants that it does not have, and will not use any Subcontractor that has, an unsatisfactory safety rating issued from the FMCSA or any applicable provincial authority. In the event that Vendor or a Subcontractor receives an unsatisfactory, unfit or analogous safety rating, Vendor shall notify Shipper and shall refrain from providing, or using any such Subcontractor to provide, Services.
“Subcontractor” shall mean a Person who has a direct contract with Contractor to perform any of the Work (including, equipment leases and Material purchase agreements) as well as Suppliers, distributors, manufacturers, distributors and sub-subcontractors of Subcontractors. A reference to “Subcontractor” includes the above-referenced parties at any tier.
A subcontractor is an individual or business entity that is hired by a primary contractor to perform a specific task as part of a larger project. Subcontractors typically have specialized skills or expertise and are used to complete particular portions of a contract. For example, in a construction project, an electrical subcontractor might be hired to handle all electrical work.
Example: A general contractor managing the construction of a commercial building might hire subcontractors for plumbing, electrical work, roofing, and interior finishing.
Subcontractors should be used when the primary contractor requires external resources to complete specific tasks that are outside their expertise or capacity. This could be due to the complexity of the task, the need for specialized equipment, or to ensure that the project is completed within the deadline and budget constraints.
Example: A software development company might use a subcontractor for cybersecurity as the task requires specialized skills and knowledge.
A subcontractor agreement should clearly outline the terms and conditions under which the subcontractor will perform their work. The agreement should include:
Example: A subcontractor agreement may state, “The subcontractor shall be compensated $50,000, payable in installments based upon completion of defined project milestones.”
Subcontractors are commonly found in contracts across various industries, particularly where complex projects require specialized skills. These contracts often include:
Example: A federal government contract for infrastructure development might require subcontractors for geological analysis and environmental impact assessment specialists.
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