South Dakota Subcontractor Agreement Template | Statutory Compliant
Generate a construction subcontract tailored to South Dakota 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.
South Dakota rules: South Dakota 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 South Dakota statutory clauses included — prompt payment, retainage, lien waiver, and indemnification.
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Subcontractor Agreement
Construction Subcontract — State of South Dakota
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 South Dakota Codified Laws Chapter 44-9 and the laws of the State of South Dakota.
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 SDCL § 44-9-28, 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. South Dakota does not cap retainage by statute on private construction; retainage is a matter of contract negotiation.
4. Lien Waivers
South Dakota 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 44-9.
5. Mechanics Lien Rights Preserved
South Dakota requires filing a lien within 120 days after the last work or materials were furnished, followed by foreclosure within 6 years of filing. South Dakota does not require a statutory preliminary notice for private projects; best practice is a voluntary Notice of intent to lien.
6. Indemnification
South Dakota under SDCL § 56-3-5 (non-delegable duties) and general contract law does not have a specific anti-indemnification statute for construction contracts; broad indemnity is generally enforceable if clearly worded. Subcontractors should negotiate express limits.
7. Governing Law
This Agreement is governed by the laws of the State of South Dakota, including South Dakota Codified Laws Chapter 44-9 (South Dakota Lien Law) and Prompt Pay at SDCL § 44-9-28 et seq..
[General Contractor Name] — General Contractor
Print Name / Title
[Subcontractor Name] — Subcontractor
Print Name / Title
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South Dakota Payment & Retainage Rules
Under SDCL § 44-9-28, 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
South Dakota 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 South Dakota Codified Laws Chapter 44-9.
Lien Waivers
South Dakota 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 44-9.
Your Mechanics Lien Rights in South Dakota
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.
South Dakota requires filing a lien within 120 days after the last work or materials were furnished, followed by foreclosure within 6 years of filing.
South Dakota does not require a statutory preliminary notice for private projects; best practice is a voluntary Notice of intent to lien.
Deadlines matter: missing a South Dakota 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 South Dakota Law
South Dakota under SDCL § 56-3-5 (non-delegable duties) and general contract law does not have a specific anti-indemnification statute for construction contracts; broad indemnity is generally enforceable if clearly worded. Subcontractors should negotiate express limits.
South Dakota Subcontractor Agreement FAQs
When must a general contractor pay me under South Dakota prompt payment law?
Under SDCL § 44-9-28, 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 South Dakota?
South Dakota 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 South Dakota subcontracts?
While South Dakota 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 South Dakota Codified Laws Chapter 44-9 (South Dakota Lien Law) and Prompt Pay at SDCL § 44-9-28 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 South Dakota?
South Dakota 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 44-9. 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 South Dakota subcontract require me to indemnify the GC for the GC’s own negligence?
South Dakota under SDCL § 56-3-5 (non-delegable duties) and general contract law does not have a specific anti-indemnification statute for construction contracts; broad indemnity is 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 South Dakota?
South Dakota requires filing a lien within 120 days after the last work or materials were furnished, followed by foreclosure within 6 years of filing. South Dakota does not require 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.