Sample Report Environment

Attorney Prep Toolkit & Briefing Summary

Illustrative risk-review summary for: Fort_Meade_HVAC_Subcontract.pdf

8 Illustrative Risk Flags

Attorney Review Recommended Before Signing

Consolidated Prime Question Draft

Use this illustrative briefing as a starting point for document clarifications, prime-contractor questions, and discussion with qualified counsel.

Hi [PM Name],

We've reviewed the draft subcontract for the upcoming project. Before we execute and begin mobilization, we would like to clarify several terms in the draft that may affect liability, payment, and schedule risk. 

Specifically, we are requesting to amend the following:

1. Article 3 (Indemnification): The current language appears broad enough to reach losses outside our own acts or omissions. Please clarify the intended allocation of responsibility and consider narrowing the clause to losses caused by our work.

2. Article 5.2 (Contingent Payment): The current draft appears to condition payment on the Prime Contractor's receipt of funds. Please clarify whether this is intended as a condition precedent and whether the parties can use a defined payment deadline instead.

3. Schedule B (Delay Waivers): We cannot accept a blanket waiver for schedule extensions if the critical path is interrupted by preceding trades.

Let me know when you have 10 minutes to jump on a quick call so we can align these terms and move forward.

Best regards,
[Your Name]

Illustrative Contract Issues

CriticalGeneral Liability Risk

Broad-Form Duty to Defend and Indemnify

Article 3 appears broad enough to require indemnification for some losses that may not be caused by the subcontractor. The scope should be confirmed before signing.

Discussion Point:

A discussion point for counsel is whether the clause should be narrowed with language such as: "Subcontractor's indemnification obligations under this Article shall apply only to the extent caused by the negligent acts, errors, or omissions of the subcontractor..."

CriticalCash Flow Threat

Contingent Pay-If-Paid Condition Precedent

Section 5 appears to shift substantial non-payment risk to the subcontractor by conditioning payment on the Prime Contractor's receipt of funds. Confirm the clause's legal effect and available payment protections with qualified counsel.

High RiskRegulatory Mandate

DFARS 252.204-7012 Cybersecurity Protocol

The draft flows down DoD cybersecurity requirements. Confirm whether the clause applies to the subcontract scope, what covered information is involved, and what compliance cost should be reflected in pricing before accepting the obligation.

CriticalSchedule Protection

No Damages for Delay Waiver

This clause may limit recovery of delay-related costs, including some overhead, even when the subcontractor did not cause the delay. Review the exceptions, notice rules, and governing law with counsel.