R-01 · Tier 1 · Liability and insurance
Undisclosed Liquidated Damages Flow-Down
Prime Contract LDs flow to the subcontractor without a stated dollar rate or cap.
What MillworkShield looks for
This is the business risk behind the clause.
Risk
Open-ended unknown liability; the subcontractor signs up for an unbounded daily clock without seeing the rate.
Cleaner ask
Require disclosed LD rate, aggregate cap, and sole attribution to Subcontractor.
Reference context
AIA A401 §1.2; AIA A201 §4.2.5. Standard forms do not impose undisclosed LDs.
Search nearby wording
indemnifyhold harmlessdefendarising out of
Related guide
Indemnity: do not pay for claims your shop did not cause
Can we narrow indemnity so our shop stands behind its own work and mistakes, but does not insure the GC or other parties for risks we did not cause?