Utah Subcontractor Agreement Template | Statutory Compliant
Generate a construction subcontract tailored to Utah 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.
Utah rules: Utah 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 Utah statutory clauses included — prompt payment, retainage, lien waiver, and indemnification.
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Subcontractor Agreement
Construction Subcontract — State of Utah
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 Utah Code Title 38, Chapter 1a and the laws of the State of Utah.
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 Utah Code § 38-1a-401, the general contractor must pay subcontractors within 10 days after receiving payment from the owner, and if the owner fails to pay within 30 days of the invoice, the sub may suspend work after 10 days’ notice, with interest and attorney fees available.
3. Retainage
GC may withhold 10% retainage from each progress payment. Utah does not cap retainage by statute on private construction; retainage is negotiable. On public jobs under Utah Code § 63G-6a-1208, retainage cannot exceed 5%.
4. Lien Waivers
Utah does not require statutory lien waiver forms; waivers are enforceable if they clearly identify the project, amount, and date. Under Utah Code § 38-1a-802, a waiver of lien rights is effective only to the extent of payment actually received.
5. Mechanics Lien Rights Preserved
Utah requires recording a lien within 180 days after the last work or materials were furnished, followed by foreclosure within 1 year of recording. Utah requires a preliminary Notice to Owner under Utah Code § 38-1a-501 within 20 days after first furnishing labor or materials to preserve full lien rights.
6. Indemnification
Utah under Utah Code § 13-8-7-4 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 Utah, including Utah Code Title 38, Chapter 1a (Utah Lien Law) and Prompt Pay at Utah Code § 15-1-3 et seq..
[General Contractor Name] — General Contractor
Print Name / Title
[Subcontractor Name] — Subcontractor
Print Name / Title
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Utah Payment & Retainage Rules
Under Utah Code § 38-1a-401, the general contractor must pay subcontractors within 10 days after receiving payment from the owner, and if the owner fails to pay within 30 days of the invoice, the sub may suspend work after 10 days’ notice, with interest and attorney fees available.
Retainage Cap
Utah does not cap retainage by statute on private construction; retainage is negotiable. On public jobs under Utah Code § 63G-6a-1208, retainage cannot exceed 5%.
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 Utah Code Title 38, Chapter 1a.
Lien Waivers
Utah does not require statutory lien waiver forms; waivers are enforceable if they clearly identify the project, amount, and date. Under Utah Code § 38-1a-802, a waiver of lien rights is effective only to the extent of payment actually received.
Your Mechanics Lien Rights in Utah
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.
Utah requires recording a lien within 180 days after the last work or materials were furnished, followed by foreclosure within 1 year of recording.
Utah requires a preliminary Notice to Owner under Utah Code § 38-1a-501 within 20 days after first furnishing labor or materials to preserve full lien rights.
Deadlines matter: missing a Utah 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 Utah Law
Utah under Utah Code § 13-8-7-4 voids provisions in construction contracts requiring a subcontractor to indemnify another party for that party’s sole negligence or willful misconduct.
Utah Subcontractor Agreement FAQs
When must a general contractor pay me under Utah prompt payment law?
Under Utah Code § 38-1a-401, the general contractor must pay subcontractors within 10 days after receiving payment from the owner, and if the owner fails to pay within 30 days of the invoice, the sub may suspend work after 10 days’ notice, with interest and attorney fees available. 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 Utah?
Utah does not cap retainage by statute on private construction; retainage is negotiable. On public jobs under Utah Code § 63G-6a-1208, retainage cannot exceed 5%. 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 Utah subcontracts?
While Utah 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 Utah Code Title 38, Chapter 1a (Utah Lien Law) and Prompt Pay at Utah Code § 15-1-3 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 Utah?
Utah does not require statutory lien waiver forms; waivers are enforceable if they clearly identify the project, amount, and date. Under Utah Code § 38-1a-802, 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 Utah subcontract require me to indemnify the GC for the GC’s own negligence?
Utah under Utah Code § 13-8-7-4 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 Utah?
Utah requires recording a lien within 180 days after the last work or materials were furnished, followed by foreclosure within 1 year of recording. Utah requires a preliminary Notice to Owner under Utah Code § 38-1a-501 within 20 days after first furnishing labor or materials to preserve full 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.