MillworkShieldContract terms, plain and simple

Clause language library

Find the phrases that signal risk before they blend into boilerplate.

These are plain-English examples for pattern recognition. Real enforceability depends on the full document, project facts, and governing law.

Use the checklist
Payment review

Pay-if-paid / pay-when-paid

condition precedentpayment by ownerif contractor is paidpay when paid
Risky version

Payment by Owner to Contractor is an absolute condition precedent to Contractor's obligation to pay Subcontractor.

Cleaner version

Contractor will pay Subcontractor within a fixed period after approval of Subcontractor's payment application, except for amounts directly disputed because of Subcontractor's own defective work.

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Cash-flow review

Retainage

retainageretentionfinal completionowner acceptance
Risky version

Retainage will be released only after final completion of the Project and final payment by Owner.

Cleaner version

Retainage for Subcontractor's scope will be released within a fixed period after Subcontractor's substantial completion and completion of its punch list.

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Payment paperwork

Lien waiver / payment bond claim waiver

unconditional waiverwaive lien rightsupon executionall claims through
Risky version

Subcontractor waives lien rights and will execute an unconditional waiver before payment is released.

Cleaner version

Subcontractor will provide conditional waivers before payment and unconditional waivers only after corresponding good funds are received.

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Field-change control

Change order / extra work

prior written change orderno extrasdirected workfield authorization
Risky version

No extra or changed work will be compensated unless authorized by a fully executed change order before the work starts.

Cleaner version

Written field direction or email approval preserves Subcontractor's right to time and compensation while formal change-order paperwork is completed.

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Schedule-risk review

Liquidated damages / delay damages

liquidated damagestime is of the essenceno damages for delaysole remedy
Risky version

Subcontractor is liable for all damages arising from late performance, including owner liquidated damages and extended overhead.

Cleaner version

Subcontractor is liable only for delay damages caused solely by Subcontractor, subject to a reasonable cap, with time extensions for GC, owner, design, site-readiness, and predecessor delays.

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Liability review

Indemnity / hold harmless / defense

indemnifyhold harmlessdefendarising out of
Risky version

Subcontractor will indemnify and defend Contractor for claims arising out of the Work, including claims caused in part by Contractor.

Cleaner version

Subcontractor indemnifies Contractor only to the proportionate extent claims are caused by Subcontractor's negligent acts, omissions, or breach.

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Document-control review

Flow-down / incorporation by reference

prime contractincorporated by referenceflow downsame obligations
Risky version

Subcontractor assumes toward Contractor all obligations Contractor assumes toward Owner under the Prime Contract.

Cleaner version

Prime contract terms flow down only to the extent they directly relate to Subcontractor's scope, are provided before signing, and do not conflict with this Subcontract.

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Default and deduction review

Backcharge / default and cure

backchargesupplementdeductcure
Risky version

Contractor may supplement Subcontractor's work and deduct all related costs from amounts owed to Subcontractor.

Cleaner version

Contractor may backcharge only after written notice, a reasonable opportunity to cure, and documentation of reasonable direct costs caused by Subcontractor.

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Claim-path review

Dispute resolution / arbitration / venue

arbitrationvenuejury trialattorneys' fees
Risky version

Contractor may elect arbitration or court in its sole discretion, and Subcontractor waives jury trial and pays Contractor's fees.

Cleaner version

Dispute procedures are mutual, local to the project or parties, proportionate to claim size, and do not waive lien, bond, prompt-payment, or emergency remedies.

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Scope and exclusions review

Scope / complete work / incidental work

complete scopereasonably inferableincidental workall documents
Risky version

Subcontractor includes all work necessary for a complete project, whether or not specifically shown or described.

Cleaner version

Subcontractor's scope is limited to the proposal, inclusions, exclusions, drawings, and assumptions listed in the subcontract, with changes handled by change order.

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Cancellation-risk review

Termination for convenience

termination for conveniencewithout causeonly work performedno lost profits
Risky version

Contractor may terminate for convenience at any time, and Subcontractor will be paid only for work accepted at the site.

Cleaner version

If Contractor terminates for convenience, Subcontractor is paid for work performed, custom materials, committed costs, reasonable demobilization, overhead, and profit on completed work.

Read the plain-English guide