Ohio Subcontractor Agreement Template | Statutory Compliant
Generate a construction subcontract tailored to Ohio 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.
Ohio rules: Ohio 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 Ohio statutory clauses included — prompt payment, retainage, lien waiver, and indemnification.
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Subcontractor Agreement
Construction Subcontract — State of Ohio
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 Ohio Revised Code Chapter 1311 and the laws of the State of Ohio.
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 Ohio R.C. § 1311.64, the general contractor must pay subcontractors within 10 days after receiving payment from the owner, and if the owner doesn’t pay within 45 days of the invoice, 1% per month interest is available on late amounts.
3. Retainage
GC may withhold 10% retainage from each progress payment. Ohio does not cap retainage by statute on private construction; retainage is negotiable. On public works (Ohio’s "Little Miller Act" at R.C. 153.54), retention is commonly 8% of the contract until 50% completion, then reduced.
4. Lien Waivers
Ohio does not require statutory lien waiver forms; waivers are enforceable if they clearly identify the project, amount, and date. Conditional waivers are best practice until payment clears to preserve lien rights under Chapter 1311.
5. Mechanics Lien Rights Preserved
Ohio requires filing an affidavit of lien within 60 days after the last work or materials were furnished, followed by foreclosure within 2 years of recording. Ohio requires a subcontractor to serve a Notice of Furnishing on the owner and GC within 21 days of first furnishing labor or materials to preserve lien rights.
6. Indemnification
Ohio under Ohio R.C. § 1311.64(D) voids provisions in construction contracts requiring a subcontractor to indemnify another party for that party’s sole negligence or willful misconduct.
7. Governing Law
This Agreement is governed by the laws of the State of Ohio, including Ohio Revised Code Chapter 1311 (Ohio Lien Law) and Prompt Pay at Ohio R.C. § 4783.04 (public) and within Chapter 1311 (private).
[General Contractor Name] — General Contractor
Print Name / Title
[Subcontractor Name] — Subcontractor
Print Name / Title
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Ohio Payment & Retainage Rules
Under Ohio R.C. § 1311.64, the general contractor must pay subcontractors within 10 days after receiving payment from the owner, and if the owner doesn’t pay within 45 days of the invoice, 1% per month interest is available on late amounts.
Retainage Cap
Ohio does not cap retainage by statute on private construction; retainage is negotiable. On public works (Ohio’s "Little Miller Act" at R.C. 153.54), retention is commonly 8% of the contract until 50% completion, then reduced.
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 Ohio Revised Code Chapter 1311.
Lien Waivers
Ohio does not require statutory lien waiver forms; waivers are enforceable if they clearly identify the project, amount, and date. Conditional waivers are best practice until payment clears to preserve lien rights under Chapter 1311.
Your Mechanics Lien Rights in Ohio
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.
Ohio requires filing an affidavit of lien within 60 days after the last work or materials were furnished, followed by foreclosure within 2 years of recording.
Ohio requires a subcontractor to serve a Notice of Furnishing on the owner and GC within 21 days of first furnishing labor or materials to preserve lien rights.
Deadlines matter: missing a Ohio 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 Ohio Law
Ohio under Ohio R.C. § 1311.64(D) voids provisions in construction contracts requiring a subcontractor to indemnify another party for that party’s sole negligence or willful misconduct.
Ohio Subcontractor Agreement FAQs
When must a general contractor pay me under Ohio prompt payment law?
Under Ohio R.C. § 1311.64, the general contractor must pay subcontractors within 10 days after receiving payment from the owner, and if the owner doesn’t pay within 45 days of the invoice, 1% per month interest is available on late amounts. 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 Ohio?
Ohio does not cap retainage by statute on private construction; retainage is negotiable. On public works (Ohio’s "Little Miller Act" at R.C. 153.54), retention is commonly 8% of the contract until 50% completion, then reduced. 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 Ohio subcontracts?
While Ohio 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 Ohio Revised Code Chapter 1311 (Ohio Lien Law) and Prompt Pay at Ohio R.C. § 4783.04 (public) and within Chapter 1311 (private) 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 Ohio?
Ohio does not require statutory lien waiver forms; waivers are enforceable if they clearly identify the project, amount, and date. Conditional waivers are best practice until payment clears to preserve lien rights under Chapter 1311. 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 Ohio subcontract require me to indemnify the GC for the GC’s own negligence?
Ohio under Ohio R.C. § 1311.64(D) voids provisions in construction contracts requiring a subcontractor to indemnify another party for that party’s sole negligence or willful misconduct. 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 Ohio?
Ohio requires filing an affidavit of lien within 60 days after the last work or materials were furnished, followed by foreclosure within 2 years of recording. Ohio requires a subcontractor to serve a Notice of Furnishing on the owner and GC within 21 days of first furnishing labor or materials to preserve lien rights. Send statutory notices by certified mail or another trackable method, keep copies of everything, and calendar the deadlines immediately upon each project’s completion.