A subcontractor should not evaluate indemnity, insurance, limitation of liability, warranty, liquidated damages, termination, and dispute clauses in isolation. A cap can be swallowed by carve-outs, insurance may not cover the contractual obligation, and termination rights can determine whether unrecovered cost becomes stranded.
Use this hub to build one exposure map across the clauses that allocate loss and determine remedies.
Liability and Insurance
Duty-to-defend, negligence allocation, third-party claims, and broad downstream liability.
Test the headline cap against indemnity, cyber, warranty, IP, and other carve-outs.
FAR flowdown, limits, endorsements, proof of coverage, and overlap with contractual liability.
Review schedule causation, milestone dates, pass-through damages, and downstream caps.
Termination and Post-Performance Exposure
Payment, commitments, demobilization, inventory, settlement, and flowdown risk after early termination.
Cure periods, immediate-termination language, notice, and reprocurement consequences.
What obligations can survive completion and acceptance on federal construction work.
Reperformance and correction obligations after service acceptance.
Disputes and Continuing Obligations
Understand the private forum for direct prime-sub disputes versus the upstream CDA path.
What the business may have to keep doing while money or entitlement remains unresolved.
Make sure incorporated federal terms do not unintentionally override negotiated liability or dispute provisions.