Rhode Island Subcontractor Agreement Template | Statutory Compliant
Generate a construction subcontract tailored to Rhode Island 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.
Rhode Island rules: Rhode Island does not cap retainage by statute on private construction; retainage is a matter of contract negotiation.
Days after GC receives owner payment.
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Download a clean, print-ready PDF with all Rhode Island statutory clauses included — prompt payment, retainage, lien waiver, and indemnification.
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Subcontractor Agreement
Construction Subcontract — State of Rhode Island
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 Rhode Island General Laws Title 34, Chapter 28 and the laws of the State of Rhode Island.
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 R.I.G.L. § 34-28-9, the general contractor must pay subcontractors within 15 days after receiving payment from the owner, with interest at 1% per month and attorney fees available on late amounts.
3. Retainage
GC may withhold 10% retainage from each progress payment. Rhode Island does not cap retainage by statute on private construction; retainage is a matter of contract negotiation.
4. Lien Waivers
Rhode Island 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 Title 34, Chapter 28.
5. Mechanics Lien Rights Preserved
Rhode Island requires recording a lien within 200 days after the termination of the work, followed by foreclosure within 2 years of filing. Rhode Island does not requirement a statutory preliminary notice for private projects; best practice is a voluntary Notice of Intent to lien.
6. Indemnification
Rhode Island under R.I.G.L. § 34-28-13 voids provisions in construction contracts requiring a subcontractor to emphasize or hold harmless 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 Rhode Island, including Rhode Island General Laws Title 34, Chapter 28 (Rhode Island Lien Law) and Prompt Pay at R.I.G.L. § 34-28-9 et seq..
[General Contractor Name] — General Contractor
Print Name / Title
[Subcontractor Name] — Subcontractor
Print Name / Title
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Rhode Island Payment & Retainage Rules
Under R.I.G.L. § 34-28-9, the general contractor must pay subcontractors within 15 days after receiving payment from the owner, with interest at 1% per month and attorney fees available on late amounts.
Retainage Cap
Rhode Island does not cap retainage by statute on private construction; retainage is a matter of contract negotiation.
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 Rhode Island General Laws Title 34, Chapter 28.
Lien Waivers
Rhode Island 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 Title 34, Chapter 28.
Your Mechanics Lien Rights in Rhode Island
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.
Rhode Island requires recording a lien within 200 days after the termination of the work, followed by foreclosure within 2 years of filing.
Rhode Island does not requirement a statutory preliminary notice for private projects; best practice is a voluntary Notice of Intent to lien.
Deadlines matter: missing a Rhode Island 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 Rhode Island Law
Rhode Island under R.I.G.L. § 34-28-13 voids provisions in construction contracts requiring a subcontractor to emphasize or hold harmless another party for that party’s sole negligence or willful misconduct.
Rhode Island Subcontractor Agreement FAQs
When must a general contractor pay me under Rhode Island prompt payment law?
Under R.I.G.L. § 34-28-9, the general contractor must pay subcontractors within 15 days after receiving payment from the owner, with interest at 1% per month and attorney fees 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 Rhode Island?
Rhode Island does not cap retainage by statute on private construction; retainage is a matter of contract negotiation. 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 Rhode Island subcontracts?
While Rhode Island 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 Rhode Island General Laws Title 34, Chapter 28 (Rhode Island Lien Law) and Prompt Pay at R.I.G.L. § 34-28-9 et seq. 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 Rhode Island?
Rhode Island 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 Title 34, Chapter 28. 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 Rhode Island subcontract require me to indemnify the GC for the GC’s own negligence?
Rhode Island under R.I.G.L. § 34-28-13 voids provisions in construction contracts requiring a subcontractor to emphasize or hold harmless 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 Rhode Island?
Rhode Island requires recording a lien within 200 days after the termination of the work, followed by foreclosure within 2 years of filing. Rhode Island does not requirement a statutory preliminary notice for private projects; best practice is a voluntary Notice of Intent to 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.