Vermont Subcontractor Agreement Template | Statutory Compliant
Generate a construction subcontract tailored to Vermont 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.
Vermont rules: Vermont 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 Vermont statutory clauses included — prompt payment, retainage, lien waiver, and indemnification.
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Subcontractor Agreement
Construction Subcontract — State of Vermont
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 Vermont Statutes Title 12, Chapter 23 and the laws of the State of Vermont.
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 Vt. Stat. § 4735, 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. Vermont does not cap retainage by statute on private construction; retainage is a matter of contract negotiation.
4. Lien Waivers
Vermont does not require statutory lien waivers; 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 12, Chapter 23.
5. Mechanics Lien Rights Preserved
Vermont requires filing a lien within 90 days after the last work or materials were furnished, followed by foreclosure within 2 years of filing. Vermont does not require a statutory preliminary notice for private projects; best practice is a voluntary Notice of Intent to lien.
6. Indemnification
Vermont 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 Vermont, including Vermont Statutes Title 12, Chapter 23 (Vermont Lien Law) and Prompt Pay at Vt. Stat. § 4735 et seq..
[General Contractor Name] — General Contractor
Print Name / Title
[Subcontractor Name] — Subcontractor
Print Name / Title
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Vermont Payment & Retainage Rules
Under Vt. Stat. § 4735, 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
Vermont 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 Vermont Statutes Title 12, Chapter 23.
Lien Waivers
Vermont does not require statutory lien waivers; 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 12, Chapter 23.
Your Mechanics Lien Rights in Vermont
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.
Vermont requires filing a lien within 90 days after the last work or materials were furnished, followed by foreclosure within 2 years of filing.
Vermont does not require a statutory preliminary notice for private projects; best practice is a voluntary Notice of Intent to lien.
Deadlines matter: missing a Vermont 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 Vermont Law
Vermont does not have a specific anti-indemnification statute for construction contracts; broad indemnity is generally enforceable if clearly worded. Subcontractors should negotiate express limits.
Vermont Subcontractor Agreement FAQs
When must a general contractor pay me under Vermont prompt payment law?
Under Vt. Stat. § 4735, 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 Vermont?
Vermont 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 Vermont subcontracts?
While Vermont 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 Vermont Statutes Title 12, Chapter 23 (Vermont Lien Law) and Prompt Pay at Vt. Stat. § 4735 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 Vermont?
Vermont does not require statutory lien waivers; 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 12, Chapter 23. 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 Vermont subcontract require me to indemnify the GC for the GC’s own negligence?
Vermont 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 Vermont?
Vermont requires filing a lien within 90 days after the last work or materials were furnished, followed by foreclosure within 2 years of filing. Vermont 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.