Delaware Subcontractor Agreement Template | Statutory Compliant
Generate a construction subcontract tailored to Delaware 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.
Delaware rules: Delaware does not cap retainage by statute on private construction; retainage is a matter of negotiation between the parties.
Days after GC receives owner payment.
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Download a clean, print-ready PDF with all Delaware statutory clauses included — prompt payment, retainage, lien waiver, and indemnification.
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Subcontractor Agreement
Construction Subcontract — State of Delaware
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 Delaware Code Title 6, Chapter 27 and the laws of the State of Delaware.
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 6 Del. C. § 2732(b), the general contractor must pay subcontractors within 7 days after receiving payment from the owner, or within 30 days if the GC disputes the sub’s billing.
3. Retainage
GC may withhold 10% retainage from each progress payment. Delaware does not cap retainage by statute on private construction; retainage is a matter of negotiation between the parties.
4. Lien Waivers
Delaware does not require statutory lien waiver forms; waivers are enforceable if they clearly identify the project, amount, and date, and conditional waivers are preferred until payment clears to preserve lien rights under 6 Del. C. Chapter 27.
5. Mechanics Lien Rights Preserved
Delaware requires filing a lien within 20 days of the last day labor or materials were furnished. Delaware does not require a statutory preliminary notice for private projects; best practice is a voluntary Notice of Intent to Lien sent promptly after first furnishing labor or materials.
6. Indemnification
Delaware does not have a specific anti-indemnification statute for construction contracts; broad-form indemnity clauses are generally enforceable if clearly worded. Subcontractors should negotiate express limits.
7. Governing Law
This Agreement is governed by the laws of the State of Delaware, including Delaware Code Title 6, Chapter 27 (Delaware Construction Law) and 6 Del. C. §§ 2732-2750 (Mechanic’s Lien Law); Prompt Pay at 6 Del. C. § 2732(a)-(b).
[General Contractor Name] — General Contractor
Print Name / Title
[Subcontractor Name] — Subcontractor
Print Name / Title
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Delaware Payment & Retainage Rules
Under 6 Del. C. § 2732(b), the general contractor must pay subcontractors within 7 days after receiving payment from the owner, or within 30 days if the GC disputes the sub’s billing.
Retainage Cap
Delaware does not cap retainage by statute on private construction; retainage is a matter of negotiation between the parties.
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 Delaware Code Title 6, Chapter 27.
Lien Waivers
Delaware does not require statutory lien waiver forms; waivers are enforceable if they clearly identify the project, amount, and date, and conditional waivers are preferred until payment clears to preserve lien rights under 6 Del. C. Chapter 27.
Your Mechanics Lien Rights in Delaware
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.
Delaware requires filing a lien within 20 days of the last day labor or materials were furnished.
Delaware does not require a statutory preliminary notice for private projects; best practice is a voluntary Notice of Intent to Lien sent promptly after first furnishing labor or materials.
Deadlines matter: missing a Delaware 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 Delaware Law
Delaware does not have a specific anti-indemnification statute for construction contracts; broad-form indemnity clauses are generally enforceable if clearly worded. Subcontractors should negotiate express limits.
Delaware Subcontractor Agreement FAQs
When must a general contractor pay me under Delaware prompt payment law?
Under 6 Del. C. § 2732(b), the general contractor must pay subcontractors within 7 days after receiving payment from the owner, or within 30 days if the GC disputes the sub’s billing. 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 Delaware?
Delaware does not cap retainage by statute on private construction; retainage is a matter of negotiation between the parties. 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 Delaware subcontracts?
While Delaware 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 Delaware Code Title 6, Chapter 27 (Delaware Construction Law) and 6 Del. C. §§ 2732-2750 (Mechanic’s Lien Law); Prompt Pay at 6 Del. C. § 2732(a)-(b) 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 Delaware?
Delaware does not require statutory lien waiver forms; waivers are enforceable if they clearly identify the project, amount, and date, and conditional waivers are preferred until payment clears to preserve lien rights under 6 Del. C. Chapter 27. 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 Delaware subcontract require me to indemnify the GC for the GC’s own negligence?
Delaware does not have a specific anti-indemnification statute for construction contracts; broad-form indemnity clauses are generally enforceable if clearly worded. Subcontractors should negotiate express limits. 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 Delaware?
Delaware requires filing a lien within 20 days of the last day labor or materials were furnished. Delaware does not require a statutory preliminary notice for private projects; best practice is a voluntary Notice of Intent to Lien sent promptly after first furnishing labor or materials. Send statutory notices by certified mail or another trackable method, keep copies of everything, and calendar the deadlines immediately upon each project’s completion.