New York Subcontractor Agreement Template | Statutory Compliant
Generate a construction subcontract tailored to New York 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.
New York rules: New York does not cap retainage by statute on private construction; retainage is negotiable.
Days after GC receives owner payment.
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Download a clean, print-ready PDF with all New York statutory clauses included — prompt payment, retainage, lien waiver, and indemnification.
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Subcontractor Agreement
Construction Subcontract — State of New York
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 New York Lien Law Article 2 and the laws of the State of New York.
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 NY Lien Law § 70(2), the general contractor must pay subcontractors within 14 days after receiving payment from the owner on private projects (Interest on Late Payment at 2% per month under NY GOL § 13-a).
3. Retainage
GC may withhold 10% retainage from each progress payment. New York does not cap retainage by statute on private construction; retainage is negotiable. However, the 2002 amendments to Lien Law § 16 and trust fund provisions protect retainage held in trust for subs and suppliers.
4. Lien Waivers
New York does not require statutory lien waiver forms; waivers are enforceable if they clearly identify the project, amount, and date. Under Lien Law § 34, a waiver of lien rights is effective only to the extent of payment actually received.
5. Mechanics Lien Rights Preserved
New York requires filing a lien within 8 months after the last work or materials were furnished (or 4 months if the owner resides there or is a domestic corporation), followed by foreclosure within 1 year of filing. New York does not require a statutory preliminary notice for private projects; lien rights attach automatically upon performing work.
6. Indemnification
New York under NY GOL § 5-322.1 voids provisions in construction contracts requiring a subcontractor to indemnify another party for that party’s sole negligence or willful misconduct. This protects subs from being forced to cover a GC’s sole fault.
7. Governing Law
This Agreement is governed by the laws of the State of New York, including New York Lien Law Article 2 (Lien Law § 2 et seq.) and New York Prompt Payment in Lien Law § 70 et seq.; NY GOL § 5-322.1 (indemnification).
[General Contractor Name] — General Contractor
Print Name / Title
[Subcontractor Name] — Subcontractor
Print Name / Title
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New York Payment & Retainage Rules
Under NY Lien Law § 70(2), the general contractor must pay subcontractors within 14 days after receiving payment from the owner on private projects (Interest on Late Payment at 2% per month under NY GOL § 13-a).
Retainage Cap
New York does not cap retainage by statute on private construction; retainage is negotiable. However, the 2002 amendments to Lien Law § 16 and trust fund provisions protect retainage held in trust for subs and suppliers.
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 New York Lien Law Article 2.
Lien Waivers
New York does not require statutory lien waiver forms; waivers are enforceable if they clearly identify the project, amount, and date. Under Lien Law § 34, a waiver of lien rights is effective only to the extent of payment actually received.
Your Mechanics Lien Rights in New York
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.
New York requires filing a lien within 8 months after the last work or materials were furnished (or 4 months if the owner resides there or is a domestic corporation), followed by foreclosure within 1 year of filing.
New York does not require a statutory preliminary notice for private projects; lien rights attach automatically upon performing work.
Deadlines matter: missing a New York 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 New York Law
New York under NY GOL § 5-322.1 voids provisions in construction contracts requiring a subcontractor to indemnify another party for that party’s sole negligence or willful misconduct. This protects subs from being forced to cover a GC’s sole fault.
New York Subcontractor Agreement FAQs
When must a general contractor pay me under New York prompt payment law?
Under NY Lien Law § 70(2), the general contractor must pay subcontractors within 14 days after receiving payment from the owner on private projects (Interest on Late Payment at 2% per month under NY GOL § 13-a). 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 New York?
New York does not cap retainage by statute on private construction; retainage is negotiable. However, the 2002 amendments to Lien Law § 16 and trust fund provisions protect retainage held in trust for subs and suppliers. 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 New York subcontracts?
While New York 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 New York Lien Law Article 2 (Lien Law § 2 et seq.) and New York Prompt Payment in Lien Law § 70 et seq.; NY GOL § 5-322.1 (indemnification) 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 New York?
New York does not require statutory lien waiver forms; waivers are enforceable if they clearly identify the project, amount, and date. Under Lien Law § 34, 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 New York subcontract require me to indemnify the GC for the GC’s own negligence?
New York under NY GOL § 5-322.1 voids provisions in construction contracts requiring a subcontractor to indemnify another party for that party’s sole negligence or willful misconduct. This protects subs from being forced to cover a GC’s sole fault. 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 New York?
New York requires filing a lien within 8 months after the last work or materials were furnished (or 4 months if the owner resides there or is a domestic corporation), followed by foreclosure within 1 year of filing. New York does not require a statutory preliminary notice for private projects; lien rights attach automatically upon performing work. Send statutory notices by certified mail or another trackable method, keep copies of everything, and calendar the deadlines immediately upon each project’s completion.