# Review a subcontract for risky construction clauses

A clause-by-clause review of a subcontract flagging pay-if-paid, indemnity, delay, and flow-down risks, with negotiation asks.

- Topic: Legal & Compliance
- Framework: RTF
- Level: Advanced
- Tags: Legal, Analyze, Explain & Teach, Fill-in Template
- Source: https://www.thinkwithprompt.com/prompts/review-a-subcontract-for-risky-construction-clauses

## Prompt

```text
Review a construction subcontract for me before I sign.

**My role:** [SUBCONTRACTOR / SUPPLIER / GC REVIEWING MY OWN FORM]
**Project and state:** [TYPE, STATE, PUBLIC OR PRIVATE]
**Subcontract value and my scope:** [AMOUNT, TRADE]
**Subcontract text:** [PASTE THE SUBCONTRACT, OR KEY SECTIONS]
**My concerns or non-negotiables:** [e.g. "cannot carry more than 5% retainage", "no liquidated damages"]

Check and explain, in plain English, these construction-specific risks:
- Payment: pay-if-paid vs. pay-when-paid, payment timing, retainage rate and release, prompt-payment rights.
- Flow-down: whether the prime contract is incorporated, and whether I have seen it.
- Indemnity: broad form vs. limited to my negligence; duty to defend.
- Insurance: additional insured requirements, waiver of subrogation, limits vs. what I carry.
- Schedule and delay: liquidated damages flowed down, no-damage-for-delay, acceleration without pay.
- Changes: who can order them, notice deadlines, markup limits, work under protest.
- Backcharges and supplementing my forces: notice and cure periods.
- Termination for convenience and for default.
- Warranty length and start date; consequential damages waiver.
- Disputes: venue, arbitration, whether I am bound by owner-GC dispute outcomes.
- Lien rights waivers buried in the contract.

Return a table: Clause/section, What it says (plain English), Risk level (High/Medium/Low), Why it matters for my trade, Suggested change. Then a prioritized list of my top 5 asks for negotiation and a short email to the GC requesting them.

Note which clauses may be limited or unenforceable in some states, but do not claim a specific statute applies. This is general information; have a construction attorney review before signing.
```

## What to fill in

- SUBCONTRACTOR / SUPPLIER / GC REVIEWING MY OWN FORM
- TYPE, STATE, PUBLIC OR PRIVATE
- AMOUNT, TRADE
- PASTE THE SUBCONTRACT, OR KEY SECTIONS

Free to copy and use. From ThinkWithPrompt (https://www.thinkwithprompt.com/), a library of 2,663 curated AI prompts.