Education · April 15, 2026 · 5 min read
Most subcontractors sign contracts without reading them carefully. These five clauses are the ones that come back to bite you — sometimes years after the job is done.
Most subcontractors read the scope of work and the price, then sign. That's how GCs end up with one-sided agreements that look fair on the surface — until something goes wrong on the job.
Here are the five contract clauses that cause the most pain for subcontractors, what they look like in practice, and what you should do when you find them.
What it looks like:
"Subcontractor shall indemnify, defend, and hold harmless General Contractor from any and all claims, losses, or damages arising out of or related to Subcontractor's work, including those caused in whole or in part by the negligence of General Contractor."
Why it's dangerous: "Including those caused by the negligence of General Contractor" is the trap. This means if the GC causes an accident on the job site — their equipment, their crew, their decision — you're on the hook to defend and pay for it. That can mean six-figure legal bills for something you had nothing to do with.
What to do: Cross out "including those caused in whole or in part by the negligence of General Contractor" and replace with "to the extent caused by Subcontractor's own acts or omissions." Many states also have anti-indemnity statutes that make broad-form clauses unenforceable — but don't rely on that; fix it in the contract.
What it looks like:
"Payment to Subcontractor is expressly contingent upon receipt of payment from Owner. If Owner fails to pay, Subcontractor shall have no claim against General Contractor."
Why it's dangerous: You could complete the work perfectly and still get $0 if the Owner refuses to pay the GC — for any reason. The GC has legally transferred that risk to you.
What to do: Replace with pay-when-paid language plus a hard deadline: "Payment shall be made within 30 days of Subcontractor's invoice regardless of receipt from Owner." At minimum, cap the delay at 60-90 days.
What it looks like:
"Subcontractor shall perform all work reasonably necessary for the complete and proper execution of the subcontract work, whether specifically mentioned herein or not."
Why it's dangerous: "Whether specifically mentioned or not" is a blank check for scope creep. The GC can point to this language to require additional work at no extra charge, claiming it was "reasonably necessary" — even if it wasn't in your original bid.
What to do: Delete this language. Replace with: "Subcontractor shall perform only the work specifically described in Exhibit A (Scope of Work). Any work beyond this scope requires a written change order signed by both parties."
What it looks like:
"General Contractor may, at its sole discretion, deduct the cost of any corrective work or delays caused by Subcontractor from amounts otherwise due to Subcontractor."
Why it's dangerous: "At its sole discretion" and "amounts otherwise due" means the GC can unilaterally decide you caused a problem and just deduct money from your next payment — with no notice, no documentation requirement, and no right for you to dispute it before they take the money.
What to do: Add notice and cure rights: "Before deducting any backcharge, GC shall provide written notice with itemized costs. Subcontractor shall have 10 business days to dispute the backcharge in writing or to cure the alleged deficiency."
What it looks like:
"General Contractor may terminate this agreement for convenience at any time upon 3 days' written notice. Upon termination, GC's liability shall be limited to payment for work completed prior to termination."
Why it's dangerous: "For convenience" means they can terminate for any reason or no reason — even if you've already mobilized, ordered materials, or staffed up the job. "Work completed" often gets interpreted narrowly to exclude mobilization costs, materials on order, lost profit on the remaining work, and overhead.
What to do: Negotiate termination-for-convenience compensation: "Upon termination for convenience, GC shall pay for all completed work, materials purchased or on order, demobilization costs, and a reasonable allowance for lost profit on the terminated portion."
Notice that all five of these clauses have something in common: they give one party — the GC — unilateral control over something that should be mutual. Broad indemnity, sole discretion backcharges, one-sided termination. These are the clauses that look harmless when you sign and become weapons when there's a dispute.
Before signing your next subcontract, run it through ContractDoctors. Our AI is trained to catch all five of these — and explain exactly what they mean for your money.
subcontractor · red flags · signing · risk