This is an agreement between a contractor and a sub-contractor requiring the sub-
contractor to provide all of the materials, supplies and equipment for a construction
project. The agreement includes a back-to-back provision, which means that the terms
of the general contract between the owner and the contractor are incorporated into this
sub-contractor agreement. In addition, this agreement contains a confidentiality clause
which requires the sub-contractor to keep confidential all documents, reports, and
drawings that are furnished by the contractor. This agreement can be used by small
businesses that offer contracting services and want to engage a sub-contractor to
provide supplies for a construction project.
SUPPLY AGREEMENT
THIS SUPPLY AGREEMENT (the “Agreement”) made as of ___________ [Instruction: Insert
Date], by and between ___________ [Instruction: Insert Name of Contractor], ___________
[Instruction: Insert Address] (“Contractor”), and ___________ [Instruction: Insert Name of
Sub-contractor], ___________ [Instruction: Insert Address] (“Sub-contractor”).
WHEREAS, Contractor desires to engage the services of Sub-contractor for the purposes of
furnishing and supplying and materials, supplies and equipment necessary to complete the
construction of ___________ [Instruction: Insert Description of Project] (the “Project”) at
___________ [Instruction: Insert Address] (the “Site”) for ___________ [Instruction: Insert
Owner Name] (the “Owner”);
WHEREAS, subject to the terms and conditions contained herein, Sub-contractor desires to
accept said engagement.
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set
forth, the parties hereto agree as follows:
1. Sub-contractor Services.
A. Sub-contractor agrees to furnish and supply all materials, supplies and equipment
necessary to complete the construction of the Project at the Site for the Owner, in accordance
with the written contract between Owner and Contractor dated ___________ [Instruction:
Insert Date of General Contract] (hereinafter called the “General Contract”), including all
conditions and provisions of the General Contract (i.e., General, Supplementary, Special, and
other Conditions and Provisions), the Drawings and Specifications and any Addenda thereto
prepared by ___________ [Instruction: Insert Name of Architect] (the “Architect”) and any
other documents forming or by reference made a part of the General Contract, all of which are
sometimes hereinafter collectively called the “Contract Documents” and hereby are incorporated
by reference into this Agreement and made a part hereof as fully and particularly as if attached
hereto and copied verbatim herein.
B. Sub-contractor acknowledges that Sub-contractor is thoroughly familiar with the
requirements of the Contract Documents and this Agreement and that Sub-contractor has
investigated and satisfied himself as to Project, job requirements, availability of materials, and all
other conditions and requirements which could affect the performance of this Agreement. Sub-
contractor agrees that Sub-contractor will not be relieved from Sub-contractor’s responsibility
for fully and faithfully performing this Agreement due to any failure by Sub-contractor to be
fully acquainted with the available information. Sub-contractor acknowledges that Sub-
contractor’s acceptance of this Agreement is based solely on Sub-contractor’s knowledge and
judgment and not on any representation by Contractor not expressly included herein.
C. Sub-contractor acknowledges that the non-technical provisions of this Agreement and of
the Contract Documents govern with the same importance and authority as the technical
provisions of this Agreement and of the Contract Documents. Sub-contractor agrees that Sub-
Contractor will perform this Agreement so as not to violate any provisions of the Contract
Documents.
D. The Contract Documents are available at all reasonable times at the office of Contractor
for inspection by Sub-contractor upon request.
E. Sub-contractor agrees to furnish and supply the materials, supplies and equipment in
strict compliance with the requirements of the Contract Documents. All such materials, supplies
and equipment stored at the Project site shall be at the risk of Sub-contractor and stored only
where and when directed by Contractor. Contractor assumes no responsibility or liability for
materials, supplies and/or equipment received or stored by Contractor on behalf of and in
accommodation to Sub-contractor.
F. Sub-contractor expressly covenants and agrees to keep himself thoroughly informed as to
the progress of the job; to commence the work within five (5) days after notification by
Contractor; to prosecute the work diligently, continuously and uninterruptedly with all possible
speed; and to complete the work and the several parts thereof at such time or times as directed by
Contractor and so as to not interfere with or delay performance of the General Contract or the
work of any other Sub-contractor or contractor. In the event Sub-contractor fails to carry on the
work at such rates of progress as directed by Contractor, Contractor may at its option require
Sub-contractor at Sub-contractor’s expense to increase the number of workmen and/or hours of
work and/or the amount of materials, supplies or equipment employed in the performance of the
work to bring Sub-contractor’s progress up to the prescribed schedule.
2. Fee. Contractor agrees to pay Sub-contractor for the full, faithful and complete performance
of this Agreement, subject to the terms and conditions hereof, including additions and deductions
as hereinafter provided, the total sum of ___________ Dollars ($________) [Instruction: Insert
Amount].
A. Contractor agrees to make progress payments to Sub-contractor in an amount equal to
ninety percent (90%) of the value of the Work performed and completed through the last day of
the payment period, as such value is determined by Owner or its authorized representative,
within ten (10) days after Contractor is paid therefor by Owner in at least the same amount.
B. Contractor agrees to make final payment to Sub-contractor in an amount equal to the
balance of the Fee due Sub-contractor within thirty (30) days after completion of the entire work
of the Project, written acceptance thereof by Owner and Contractor is paid therefor by Owner in
full; provided, however, Sub-contractor shall, as a condition precedent to final payment, execute
and deliver to Contractor (and Owner, if required) a full and valid release and complete
discharge of and from any and all claims and demands whatsoever for all matters growing out of
or in any manner connected with or founded upon, this Agreement or the work contemplated
thereby.
C. Sub-contractor expressly covenants and agrees that Contractor shall be under no
obligation to pay Sub-contractor for any work on this Project until Contractor has been paid
therefor by Owner, and all payments hereunder are subject to the condition precedent that
Contractor shall first receive from Owner progress and/or final payments in at least the amounts
payable to Sub-contractor on account of the work by Sub-contractor on this Project; otherwise
the time when such payments shall be due Sub-contractor shall be postponed until Contractor has
received same from Owner.
3. Liens, Waivers and Affidavits.
A. Sub-contractor shall furnish Contractor with such partial releases and waivers of lien
from Sub-contractor, as Contractor may require from time to time on labor and/or material
and/or other claims, and final releases and waivers of lien at the time of final payment under this
Agreement.
B. Sub-contractor agrees to furnish such sworn affidavits as may be required by Contractor
attesting to Sub-contractor’s financial condition relating to this Agreement and indicating
amounts paid and owing for labor, materials, supplies, equipment and other expenses. Sub-
contractor agrees that Contractor may take such steps as Contractor may deem necessary to
protect Contractor and Owner against any claims filed or reasonable evidence indicating
probable filing of claims.
C. Sub-contractor agrees that such releases, waivers and affidavits shall be prerequisite for
partial and final payments.
4. Permits, Licenses, Fees and Tests. Sub-contractor shall secure and pay for all permits,
licenses, fees and tests necessary for the execution and completion of the work. Sub-contractor
warrants to Contractor that Sub-Contractor is duly qualified to do business in the state where the
Project is located and that Sub-contractor is properly licensed to perform the work.
5. Compliance. Sub-Contractor shall, at the time and in the manner prescribed, abide by and
conduct the work and perform this Agreement in full compliance with any and all applicable
federal, state, local and municipal laws, ordinances and orders and any and all rules and
regulations of govern