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This Agreement is made on this _____ day __________


(1) ____________________________________________________ (the Subcontractor) and

(2) ________________________________________________ (the Employer), (together the Parties).


(A) The Employer has appointed _______________________________________ (the Contractor) under an

agreement, reference ____________________________________ dated _____________ (the Contract)
to ___________________________________________________________________________________
(the Works).

(B) The Contractor has appointed the Sub-Contractor under an agreement ______________________ dated
______________ (the Sub-Contract) to provide the __________________________________________

(C) Under the terms of the Contract the Contractor has undertaken to procure that the Sub-Contractor shall
enter to this form of Sub-Contractors Collateral Warranty (theAgreement) and the Sub-Contractor has to

In consideration of the award of the Contract and the Sub-Contract IT IS AGREED as follows:

1. Interpretation and Application

1.1 Words and definitions herein shall have the same meanings as ascribed to them in the Contract.

1.2 References to the Employer, the Contractor and the Sub-Contractor shall be deemed to include references
to those deriving title under them.

1.3 Each reference to this Agreement or to any other document, contract or agreement shall include a
reference to each permitted variation of or supplement to this Agreement and such document, contract
or agreement as amended, varied or supplemented from time to time.

1.4 Nothing contained to this Agreement will have the effect of altering any of the Contractors obligations
pursuant to the Contract.

1.5 The Employer shall not by virtue this Agreement incur any liability to the Sub-Contractor for or in respect of
any obligation of the Contractor and the Sub-Contractor.

1.6 In the event of any conflict or inconsistency between the Sub-Contract and the Contract, the Contract will

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2. Warranty and Undertaking

The Sub-Contractor warrants and undertakes to the Employer that:

(a) It is fulfilled, or will fulfill, in relation to the Sub-Contract portion of the Works all the obligations and
responsibilities that the Contractor has assumed under the Contract;

(b) The Sub-Contract Works comply with any performance criteria or other specification
or requirement pursuant to this Agreement, the Sub-Contract and the Contract and
the and with all statutory requirements.

3. Documents and Copyright

3.1 The copyright in all specifications, designs, calculations, reports, notes and other similar material (the
Documents) used or prepared for use in connection with the performance of the duties and functions
of the Sub-Contractor pursuant to the Sub-Contract shall remain vested in the Sub-Contractor but the
Sub-Contractor grants to the Employer an irrevocable, royalty-free, non-exclusive license to use,
reproduce and modify the Documents and all works, designs and inventions of the Sub-Contractor in
relation to the Works for all purposes in connection with the Works including (without limitation) any
construction, completion, reconstruction, alteration, modification, extension, repair, use, letting, sale or
advertisement of the Works of the Employers interest in it, or any part of it.

3.2 The Sub-Contractor shall upon the written request of the Employer provide to the Employer copies of
the Documents and such other information in relation to the Sub-Contract Works as the Employer may
reasonably request.

4. Assignment

4.1 The Sub-Contractor consents to the Employer assigning its rights and entitlements under this Agreement
to any owner, occupier or other beneficiary of the Sub-Contract Works.

4.2 The Sub-Contractor shall not assign this Agreement or any rights or entitlements arising Pursuant to this

5. Indemnity

The Sub-Contractor shall be liable for all and shall indemnify the Employer against any expense, liability,
loss, claim or proceedings whatsoever arising in respect of:

(a) Personal injury to or the death of any person insofar as such injury or death arises out of or in the course
of or is caused by the Sub-Contract Works unless due to any act or default of the Employer or that of any
of the Employers officers or employees; or

(b) Any damage to any real or personal property insofar as such damage is due to the negligence, breach of
statutory duty, omission or default of the Sub-Contractor or any person engaged by or on behalf of the
Sub-Contractor in the carrying out the Works.

6. Governing Law

This Agreement shall be governed by and construed in all respects in accordance with the laws of
_______________________ and the ____________________and the parties hereby submit to the non-
exclusive jurisdiction of ____________________________________.

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7. Arbitration

Any dispute between the Employer and the Sub-Contractor arising out of or in connection with this
Agreement, the Sub-Contract and the Contract including any dispute connected with the formation,
performance, interpretation, nullification, termination or invalidation of this Agreement shall be referred to
arbitration in accordance with the provisions on arbitration provided in the _________________
_____________________________ and through an arbitration board comprising three arbitrators. Each of
these parties hereto shall appoint one arbitrator with the remaining third (Chairman) to be chosen from the
list of arbitrators registered with _____________, mutually by the two arbitrators previously chosen. The
procedural aspects of the arbitration are to be governed by the regulations of _______________ in force at
such time.

Any Arbitration Award made by the arbitration board shall be final and binding upon the parties and shall
be enforceable against them.

The arbitration shall be conducted in the English language and a certified translation attached to any

8. Execution

Each party warrants that the signatory appearing below is a duly authorized signatory of that Party.

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Duly authorized to sign this Agreement for and on behalf of the Employer.

Signature: _____________________________

Name: _____________________________

Position: _____________________________

In the presence of:

Signature: _____________________________

Name: _____________________________

Address: _____________________________

Duly authorized to sign this Agreement for and on behalf of the Contractor:

Signature: _____________________________

Name: _____________________________

Position: _____________________________

In the presence of:

Signature: _____________________________

Name: _____________________________

Address: _____________________________

Date: _____________________________

Duly authorized to sign this Agreement for and on behalf of the Sub-contractor:

Signature: ______________________________

Name: ______________________________

Position: ______________________________

In the presence of:

Signature: ______________________________

Name: ______________________________

Address: ______________________________

Date: ______________________________

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