Virginia Subcontractor Agreement Template | Statutory Compliant
Generate a construction subcontract tailored to Virginia 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.
Virginia rules: Virginia 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 Virginia statutory clauses included — prompt payment, retainage, lien waiver, and indemnification.
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Subcontractor Agreement
Construction Subcontract — State of Virginia
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 Virginia Code Title 43, Chapter 3 and the laws of the State of Virginia.
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 Va. Code § 43-13 (private), the general contractor’s payment terms are governed by contract, but Virginia courts enforce pay-when-paid as timing clauses (not pay-if-paid absolute conditions). On public jobs under § 11-49, the GC must pay subs within 7 days after receiving owner payment, with interest on late amounts.
3. Retainage
GC may withhold 10% retainage from each progress payment. Virginia does not cap retainage by statute on private construction; retainage is negotiable. On public jobs under Va. Code § 2.2-4334, retention is commonly 10% reduced at 50% completion if progress is satisfactory.
4. Lien Waivers
Virginia does not require statutory lien waiver forms; waivers are enforceable if they clearly identify the project, amount, and date. Under Va. Code § 43-3, a waiver of lien rights is effective only to the extent of payment actually received, and Virginia protects subs from broad waivers of future work.
5. Mechanics Lien Rights Preserved
Virginia requires filing a memorandum of lien within 90 days (private) or 90 days (public) after the last work or materials furnished, followed by foreclosure within 6 months of filing. Virginia does not require a statutory preliminary notice for private projects; best practice is a voluntary Notice of Intent to lien.
6. Indemnification
Virginia under Va. Code § 11-4.2 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 Virginia, including Virginia Code Title 43, Chapter 3 (Virginia Lien Law) and Prompt Pay at Va. Code § 11-49 (public) and § 43-13 (private, by contract).
[General Contractor Name] — General Contractor
Print Name / Title
[Subcontractor Name] — Subcontractor
Print Name / Title
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Virginia Payment & Retainage Rules
Under Va. Code § 43-13 (private), the general contractor’s payment terms are governed by contract, but Virginia courts enforce pay-when-paid as timing clauses (not pay-if-paid absolute conditions). On public jobs under § 11-49, the GC must pay subs within 7 days after receiving owner payment, with interest on late amounts.
Retainage Cap
Virginia does not cap retainage by statute on private construction; retainage is negotiable. On public jobs under Va. Code § 2.2-4334, retention is commonly 10% reduced at 50% completion if progress is satisfactory.
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 Virginia Code Title 43, Chapter 3.
Lien Waivers
Virginia does not require statutory lien waiver forms; waivers are enforceable if they clearly identify the project, amount, and date. Under Va. Code § 43-3, a waiver of lien rights is effective only to the extent of payment actually received, and Virginia protects subs from broad waivers of future work.
Your Mechanics Lien Rights in Virginia
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.
Virginia requires filing a memorandum of lien within 90 days (private) or 90 days (public) after the last work or materials furnished, followed by foreclosure within 6 months of filing.
Virginia does not require a statutory preliminary notice for private projects; best practice is a voluntary Notice of Intent to lien.
Deadlines matter: missing a Virginia 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 Virginia Law
Virginia under Va. Code § 11-4.2 voids provisions in construction contracts requiring a subcontractor to indemnify another party for that party’s sole negligence or willful misconduct.
Virginia Subcontractor Agreement FAQs
When must a general contractor pay me under Virginia prompt payment law?
Under Va. Code § 43-13 (private), the general contractor’s payment terms are governed by contract, but Virginia courts enforce pay-when-paid as timing clauses (not pay-if-paid absolute conditions). On public jobs under § 11-49, the GC must pay subs within 7 days after receiving owner payment, with interest 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 Virginia?
Virginia does not cap retainage by statute on private construction; retainage is negotiable. On public jobs under Va. Code § 2.2-4334, retention is commonly 10% reduced at 50% completion if progress is satisfactory. 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 Virginia subcontracts?
Your state restricts pay-if-paid clauses as described above.
What lien waiver rules apply in Virginia?
Virginia does not require statutory lien waiver forms; waivers are enforceable if they clearly identify the project, amount, and date. Under Va. Code § 43-3, a waiver of lien rights is effective only to the extent of payment actually received, and Virginia protects subs from broad waivers of future work. 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 Virginia subcontract require me to indemnify the GC for the GC’s own negligence?
Virginia under Va. Code § 11-4.2 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 Virginia?
Virginia requires filing a memorandum of lien within 90 days (private) or 90 days (public) after the last work or materials furnished, followed by foreclosure within 6 months of filing. Virginia 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.