Subcontractor Letter of Intent Template

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A subcontractor letter of intent is a document establishing the preliminary terms of a contract between a subcontractor and prime contractor. The letter proposes the details and terms of a project and their relationship, outlining the subcontractor’s pay, scope of work, and timeline. If approved by the parties, they will typically proceed to execute a formal agreement.

Subcontractor Letter of Intent Template

A subcontractor letter of intent is a document establishing the preliminary terms of a contract between a subcontractor and prime contractor. The letter proposes the details and terms of a project and their relationship, outlining the subcontractor’s pay, scope of work, and timeline. If approved by the parties, they will typically proceed to execute a formal agreement.

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Last updated October 17th, 2024

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A subcontractor letter of intent is a document establishing the preliminary terms of a contract between a subcontractor and prime contractor. The letter proposes the details and terms of a project and their relationship, outlining the subcontractor’s pay, scope of work, and timeline. If approved by the parties, they will typically proceed to execute a formal agreement.

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What to Include

A subcontractor letter of intent is an informal agreement signed by the parties to show their intent to enter into a final contract later on. The below sections are generally included:

Identification – The names and addresses of the contractor and subcontractor.

Scope of Work – The services that the subcontractor agrees to provide, as well as the work’s proposed start and end date.

Work Location – The address and/or a description of where the work is to be performed.

Payment Details – The subcontractor’s pay rate and schedule.

Good Faith Negotiations – LOIs often include a clause stating that the parties agree to proceed with negotiations in good faith and make an effort to reach a final agreement.

How to use a Subcontractor LOI

A subcontractor LOI may either be made by a subcontractor to show their interest in a job, or by a contractor to present an offer.

LOI by Subcontractor – When a subcontractor drafts an LOI, they have often received an overview of the job from the contractor and are submitting the letter to begin negotiations.

LOI by Contractor – If the prime contractor is making a subcontractor LOI, they may be issuing letters to multiple subcontractors to find an ideal candidate efficiently.

Sample

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SUBCONTRACTOR LETTER OF INTENT

Date: [DATE]

[SENDER (e.g., SUBCONTRACTOR) NAME]
[SENDER STREET ADDRESS]
[SENDER CITY, STATE, ZIP]

[RECIPIENT (e.g., CONTRACTOR) NAME]
[RECIPIENT STREET ADDRESS]
[RECIPIENT CITY, STATE, ZIP]

RE: [LETTER SUBJECT]

This Letter of Intent (the “Letter”) sets forth the proposed terms and conditions of the Services described hereunder and shall govern the relationship between the Subcontractor and Contractor (the “Parties”) until replaced by a definitive, formal agreement addressing the same services and subject matter (the “Definitive Agreement”). The Services considered in this Letter and in the Definitive Agreement are subject in all respects to the following:

1. THE SUBCONTRACTOR. [SUBCONTRACTOR NAME] (the “Subcontractor”) with a mailing address of [SUBCONTRACTOR MAILING ADDRESS].

2. THE CONTRACTOR. [CONTRACTOR NAME] (the “Contractor”) with a mailing address of [CONTRACTOR MAILING ADDRESS].

3. THE SERVICES. Unless otherwise agreed to by the Parties, the Subcontractor agrees to provide the following services: [DESCRIBE SERVICES TO BE PERFORMED] (the “Services”).

4. LOCATION. The primary location for Services performed by the Subcontractor shall be: [LOCATION ADDRESS AND DETAILS] (the “Location”).

5. PAYMENT. In consideration for the Services provided, the Contractor agrees to pay the Subcontractor: [PAYMENT].

6. PAYMENT METHOD. The Subcontractor shall be paid, in accordance with Section 5, in the following manner: [PAYMENT SCHEDULE]. 

7. START AND END DATE. The Subcontractor shall start providing the Services on [MM/DD/YYYY] and the Services shall be completed: (check one)

☐ – By [MM/DD/YYYY].
☐ – In a reasonable time period in accordance with industry standards.
☐ – Other: [OTHER COMPLETION REQUIREMENT].

8. INTENTION OF THE PARTIES. This Letter sets forth the intentions of the Parties to use reasonable efforts to negotiate, in good faith, a Definitive Agreement with respect to all matters herein.

9. GOVERNING LAW. This Letter shall be governed under the laws of the State of [STATE NAME].

10. SIGNATURES.

Contractor Signature: ____________________________

Date: [MM/DD/YYYY]  Print Name: [CONTRACTOR PRINTED NAME]

Subcontractor Signature: ____________________________
Date: [MM/DD/YYYY]  Print Name: [SUBCONTRACTOR PRINTED NAME]