Colorado Subcontractor Agreement Template | Statutory Compliant
Generate a construction subcontract tailored to Colorado law — with statutory prompt payment deadlines, retainage caps, lien waiver rules, and anti-indemnification protections built in.
Contract Parties
Subcontractor
Project & Schedule
Payment Terms
Total subcontract price for your scope of work.
Colorado rules: Colorado does not cap retainage on private contracts; retainage is a matter of negotiation.
Days after GC receives owner payment.
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Download a clean, print-ready PDF with all Colorado statutory clauses included — prompt payment, retainage, lien waiver, and indemnification.
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Subcontractor Agreement
Construction Subcontract — State of Colorado
This Subcontractor Agreement (the “Agreement”) is made and entered into as of October 5, 2026 by and between [General Contractor Name] (“General Contractor”) and [Subcontractor Name] (“Subcontractor”), governed by Colorado Revised Statutes Title 38, Articles 22, 26, 27 and the laws of the State of Colorado.
General Contractor
[General Contractor Name]
Subcontractor
[Subcontractor Name]
Project Owner
—
Project Address
—
Contract Price
[Contract Price]
License #
—
1. Scope of Work
Subcontractor shall furnish all labor, tools, equipment, and materials necessary to complete the agreed scope of work in a good and workmanlike manner, in compliance with all applicable building codes.
2. Payment
GC shall pay Subcontractor within 10 days after receiving payment from the Project Owner. Under CRS 38-26-107, the general contractor must pay subcontractors within 14 days after receiving payment from the owner. A “pay-when-paid” clause in a residential job subcontract is void under CRS 38-26-106(1).
3. Retainage
GC may withhold 10% retainage from each progress payment. Colorado does not cap retainage on private contracts; retainage is a matter of negotiation. Colorado’s Prompt Pay Act requires prompt release of payment after project completion, but the statutory cap applies to public projects under Title 38, Article 26 (public retention limited to 10%).
4. Lien Waivers
Colorado does not require statutory waiver forms; waivers are enforceable if they clearly identify the project, amount, and date. Under CRS 38-22-139, a waiver of lien rights is effective only to the extent of payment actually received.
5. Mechanics Lien Rights Preserved
Colorado requires filing a lien within 4 months after the last day labor or materials were furnished. Colorado requires a Notice of Intent to lien be sent to the owner 10 days before filing, and all subcontractors should send a Notice of Furnishing promptly; failure to send the Notice of Intent voids the lien.
6. Indemnification
Colorado does not have a general anti-indemnification statute for construction contracts, but under CRS 38-26-107(3), contract clauses that require a subcontractor to indemnify the owner or GC for their sole negligence are void. Broad indemnity clauses are otherwise enforceable if clearly worded.
7. Governing Law
This Agreement is governed by the laws of the State of Colorado, including Colorado Revised Statutes Title 38, Articles 22, 26, 27 (Colorado Construction Law, including the Prompt Payment Act at Title 38, Article 26, Part 1) and Construction Liens at Title 38, Article 22.
[General Contractor Name] — General Contractor
Print Name / Title
[Subcontractor Name] — Subcontractor
Print Name / Title
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Colorado Payment & Retainage Rules
Under CRS 38-26-107, the general contractor must pay subcontractors within 14 days after receiving payment from the owner. A “pay-when-paid” clause in a residential job subcontract is void under CRS 38-26-106(1).
Retainage Cap
Colorado does not cap retainage on private contracts; retainage is a matter of negotiation. Colorado’s Prompt Pay Act requires prompt release of payment after project completion, but the statutory cap applies to public projects under Title 38, Article 26 (public retention limited to 10%).
Pay-When-Paid
Your agreement states that owner payment is a timing mechanism, not an absolute condition precedent — preserving your right to payment and statutory remedies under Colorado Revised Statutes Title 38, Articles 22, 26, 27.
Lien Waivers
Colorado does not require statutory waiver forms; waivers are enforceable if they clearly identify the project, amount, and date. Under CRS 38-22-139, a waiver of lien rights is effective only to the extent of payment actually received.
Your Mechanics Lien Rights in Colorado
This agreement expressly preserves your right to record a mechanics lien and serve statutory preliminary notices — no pay-if-paid, pay-when-paid, or lien waiver clause in the document can waive your lien rights beyond payment actually received.
Colorado requires filing a lien within 4 months after the last day labor or materials were furnished.
Colorado requires a Notice of Intent to lien be sent to the owner 10 days before filing, and all subcontractors should send a Notice of Furnishing promptly; failure to send the Notice of Intent voids the lien.
Deadlines matter: missing a Colorado lien or notice deadline can permanently waive your security interest in the project. Calendar both dates the day you mobilize on site.
Indemnification Limits Under Colorado Law
Colorado does not have a general anti-indemnification statute for construction contracts, but under CRS 38-26-107(3), contract clauses that require a subcontractor to indemnify the owner or GC for their sole negligence are void. Broad indemnity clauses are otherwise enforceable if clearly worded.
Colorado Subcontractor Agreement FAQs
When must a general contractor pay me under Colorado prompt payment law?
Under CRS 38-26-107, the general contractor must pay subcontractors within 14 days after receiving payment from the owner. A “pay-when-paid” clause in a residential job subcontract is void under CRS 38-26-106(1). Your subcontract should mirror these statutory deadlines so that late payments automatically trigger the statutory interest and remedies without negotiation.
How much retainage can a GC legally withhold in Colorado?
Colorado does not cap retainage on private contracts; retainage is a matter of negotiation. Colorado’s Prompt Pay Act requires prompt release of payment after project completion, but the statutory cap applies to public projects under Title 38, Article 26 (public retention limited to 10%). Your agreement should specify the exact retainage percentage, the release schedule (typically at substantial completion and final completion), and payment of statutory interest on withheld retainage.
Are pay-if-paid clauses enforceable in Colorado subcontracts?
While Colorado has not enacted a blanket statutory ban on pay-if-paid clauses, courts and statutes in most states treat "pay-when-paid" as a reasonable timing provision rather than an absolute condition. Check Colorado Revised Statutes Title 38, Articles 22, 26, 27 (Colorado Construction Law, including the Prompt Payment Act at Title 38, Article 26, Part 1) and Construction Liens at Title 38, Article 22 for specific restrictions, and make sure your subcontract states that payment from the owner is not an absolute condition precedent to your right to be paid.
What lien waiver rules apply in Colorado?
Colorado does not require statutory waiver forms; waivers are enforceable if they clearly identify the project, amount, and date. Under CRS 38-22-139, a waiver of lien rights is effective only to the extent of payment actually received. Never sign an unconditional waiver until payment has actually cleared your bank account, and make sure your waiver identifies the specific billing period and amounts to avoid losing lien rights on future work.
Can a Colorado subcontract require me to indemnify the GC for the GC’s own negligence?
Colorado does not have a general anti-indemnification statute for construction contracts, but under CRS 38-26-107(3), contract clauses that require a subcontractor to indemnify the owner or GC for their sole negligence are void. Broad indemnity clauses are otherwise enforceable if clearly worded. Always read the indemnification clause carefully — even in states with anti-indemnity statutes, "broad form" indemnity for joint negligence is typically still enforceable.
How do I preserve my mechanics lien rights in Colorado?
Colorado requires filing a lien within 4 months after the last day labor or materials were furnished. Colorado requires a Notice of Intent to lien be sent to the owner 10 days before filing, and all subcontractors should send a Notice of Furnishing promptly; failure to send the Notice of Intent voids the lien. Send statutory notices by certified mail or another trackable method, keep copies of everything, and calendar the deadlines immediately upon each project’s completion.