Minnesota Subcontractor Agreement Template | Statutory Compliant
Generate a construction subcontract tailored to Minnesota 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.
Minnesota rules: Minnesota does not cap retainage by statute on private construction; retainage is negotiated.
Days after GC receives owner payment.
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Download a clean, print-ready PDF with all Minnesota statutory clauses included — prompt payment, retainage, lien waiver, and indemnification.
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Subcontractor Agreement
Construction Subcontract — State of Minnesota
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 Minnesota Statutes Chapter 514 and the laws of the State of Minnesota.
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 Minn. Stat. § 337.125, the general contractor must pay subcontractors within 10 days after receiving payment from the owner, with interest at 1.5% per month available on late amounts, and a pay-if-paid clause in a construction contract is void.
3. Retainage
GC may withhold 10% retainage from each progress payment. Minnesota does not cap retainage by statute on private construction; retainage is negotiated. On public works under Minn. Stat. § 514.67 and § 16C.505, retention is typically 5% released at 50% completion.
4. Lien Waivers
Minnesota does not require statutory lien waiver forms; waivers are enforceable if they clearly identify the project, amount, and date. Under Minn. Stat. § 514.06, a waiver of lien rights given before payment is effective only to the extent payment is actually received.
5. Mechanics Lien Rights Preserved
Minnesota requires recording a lien within 120 days after the last work or materials were furnished, followed by foreclosure within 1 year of recording. Minnesota requires subcontractors to serve a Notice of Furnishing Labor or Materials within 45 days of first furnishing labor or materials to preserve priority against a mortgagee.
6. Indemnification
Minnesota under Minn. Stat. § 337.02 voids provisions in construction contracts requiring a subcontractor to indemnify another party for that party’s sole negligence or willful misconduct, and § 337.05 voids agreements indemnifying design professionals for their negligence.
7. Governing Law
This Agreement is governed by the laws of the State of Minnesota, including Minnesota Statutes Chapter 514 (Minnesota Lien Law); Prompt Pay at Minn. Stat. § 514.67 and § 337.125.
[General Contractor Name] — General Contractor
Print Name / Title
[Subcontractor Name] — Subcontractor
Print Name / Title
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Minnesota Payment & Retainage Rules
Under Minn. Stat. § 337.125, the general contractor must pay subcontractors within 10 days after receiving payment from the owner, with interest at 1.5% per month available on late amounts, and a pay-if-paid clause in a construction contract is void.
Retainage Cap
Minnesota does not cap retainage by statute on private construction; retainage is negotiated. On public works under Minn. Stat. § 514.67 and § 16C.505, retention is typically 5% released at 50% completion.
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 Minnesota Statutes Chapter 514.
Lien Waivers
Minnesota does not require statutory lien waiver forms; waivers are enforceable if they clearly identify the project, amount, and date. Under Minn. Stat. § 514.06, a waiver of lien rights given before payment is effective only to the extent payment is actually received.
Your Mechanics Lien Rights in Minnesota
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.
Minnesota requires recording a lien within 120 days after the last work or materials were furnished, followed by foreclosure within 1 year of recording.
Minnesota requires subcontractors to serve a Notice of Furnishing Labor or Materials within 45 days of first furnishing labor or materials to preserve priority against a mortgagee.
Deadlines matter: missing a Minnesota 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 Minnesota Law
Minnesota under Minn. Stat. § 337.02 voids provisions in construction contracts requiring a subcontractor to indemnify another party for that party’s sole negligence or willful misconduct, and § 337.05 voids agreements indemnifying design professionals for their negligence.
Minnesota Subcontractor Agreement FAQs
When must a general contractor pay me under Minnesota prompt payment law?
Under Minn. Stat. § 337.125, the general contractor must pay subcontractors within 10 days after receiving payment from the owner, with interest at 1.5% per month available on late amounts, and a pay-if-paid clause in a construction contract is void. 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 Minnesota?
Minnesota does not cap retainage by statute on private construction; retainage is negotiated. On public works under Minn. Stat. § 514.67 and § 16C.505, retention is typically 5% released at 50% completion. 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 Minnesota subcontracts?
Your state restricts pay-if-paid clauses as described above.
What lien waiver rules apply in Minnesota?
Minnesota does not require statutory lien waiver forms; waivers are enforceable if they clearly identify the project, amount, and date. Under Minn. Stat. § 514.06, a waiver of lien rights given before payment is effective only to the extent payment is 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 Minnesota subcontract require me to indemnify the GC for the GC’s own negligence?
Minnesota under Minn. Stat. § 337.02 voids provisions in construction contracts requiring a subcontractor to indemnify another party for that party’s sole negligence or willful misconduct, and § 337.05 voids agreements indemnifying design professionals for their negligence. 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 Minnesota?
Minnesota requires recording a lien within 120 days after the last work or materials were furnished, followed by foreclosure within 1 year of recording. Minnesota requires subcontractors to serve a Notice of Furnishing Labor or Materials within 45 days of first furnishing labor or materials to preserve priority against a mortgagee. Send statutory notices by certified mail or another trackable method, keep copies of everything, and calendar the deadlines immediately upon each project’s completion.