This Deed is made on [insert date] day of [insert month] 20[insert year] Parties 1 [insert name of Sub-contractor] (Company Number [insert company number]) whose registered office is at [insert address] (the ‘Sub-Contractor’); [and] 2 [insert name of Beneficiary] (Company Number [insert company number]) whose registered office is at [insert address] (the ‘Beneficiary’ which expression shall include successors in title and any permitted assignee)[; and OR .] 3 [[insert name of Contractor] (Company Number [insert company number]) whose registered office is at [insert address] (the ‘Contractor’)] Whereas (A) [[[insert Employer’s name]] (Company Number [insert number]) whose registered office is at [insert address] (the ‘Employer')) OR The ‘Beneficiary’]’ has entered into a building contract dated [insert date] with [[where the Contractor is not a party to the warranty, insert name of Contractor] (Company Number [insert number]) whose registered office is at [insert address] (the ‘Contractor’) OR the Contractor ] (the ‘Building Contract’) relating to the[ design and] construction of certain works as defined under the Building Contract (the ‘Works’) in connection with the development known as [insert name] (the ‘Project’).

This Deed is made on [insert date] day of [insert month] 20[insert year] Parties 1 [insert name of Sub-contractor] (Company Number [insert company number]) whose registered office is at [insert address] (the ‘Sub-Contractor’); [and] 2 [insert name of Beneficiary] (Company Number [insert company number] ) whose registered office is at [insert address] (the ‘Beneficiary’ which expression shall include successors in title and any permitted assignee)[; and OR .] 3 [[insert name of Contractor] (Company Number [insert company number]) whose registered office is at [insert address] (the ‘Contractor’)] Whereas (A) [[[insert Employer’s name]] (Company Registration Number [insert number]) whose registered office is at [insert address]) (the ‘Employer') OR The ‘Beneficiary’] has entered into a building contract dated [insert date] with [[where the Contractor is not a party to the warranty, insert name of Contractor] (Company Registration Number [insert number]) whose registered office is at [insert address] (the ‘Contractor’) OR the Contractor ] (the ‘Building Contract’) relating to the [design and ]construction of certain works as defined under the Building Contract (the ‘Works’) in connection with the development known as [insert name]

This Practice Note discusses the personal nature of an agency relationship and the circumstances in which the agent may delegate its authority to a third party or sub-agent. The general rule, arising from the personal nature of an agency, is that an agent may not entrust to another the exercise of a power or duty. However, delegation is allowed with the principal's consent or where empowered by statute. It may be implied, among other cases: • where no personal skill or confidence is required of the agent, and its duties can be sufficiently discharged by any person • under custom or trade usage • where the principal is, or can be presumed to be, aware that the agent intends to delegate and does not object • where the nature of the agency requires partial or total delegation (eg involves acts the agent cannot physically perform itself) There is generally no privity of contract between a principal and a sub-agent. The sub-agent is liable only to the agent, who: • is liable for the sub-agent's acts and defaults • must

Consultants engaged directly by a contractor, usually on design and build projects or in relation to a portion of the design for which the contractor is responsible. They will usually be required to enter into collateral warranties with the employer.

STOP PRESS: From 1 October 2026, section 48 of the Border Security, Asylum and Immigration Act 2025 (inserting sections 14A and 15A of the Immigration, Asylum and Nationality Act 2006) extends right to work civil penalty liability in certain contractual arrangements, including where a supplier which, having contracted to provide services to a customer, engages a subcontractor to perform all or part of those services. Although the subcontractor remains responsible for carrying out prescribed right to work checks on individuals it employs or engages to perform the subcontracted services, the supplier may be treated as 'employing' any individual who personally performs the services and so may also be held liable for illegal working unless it satisfies the prescribed requirements for establishing a statutory excuse. The extended liability requirements apply to relevant contractual arrangements entered into on or after 1 October 2026. See News Analysis: Extended scope of the right to work regime: how will it work in practice? and LNB News 14/09/2026 18 for further information. This Precedent will be updated shortly to reflect the changes. This Agreement

STOP PRESS: From 1 October 2026, section 48 of the Border Security, Asylum and Immigration Act 2025 (inserting sections 14A and 15A of the Immigration, Asylum and Nationality Act 2006) extends right to work civil penalty liability in certain contractual arrangements, including where a supplier which, having contracted to provide services to a customer, engages a subcontractor to perform all or part of those services. Although the subcontractor remains responsible for carrying out prescribed right to work checks on individuals it employs or engages to perform the subcontracted services, the supplier may be treated as 'employing' any individual who personally performs the services and so may also be held liable for illegal working unless it satisfies the prescribed requirements for establishing a statutory excuse. The extended liability requirements apply to relevant contractual arrangements entered into on or after 1 October 2026. See News Analysis: Extended scope of the right to work regime: how will it work in practice? and LNB News 14/09/2026 18 for further information. This Checklist will be updated shortly to reflect the changes. This Checklist is

Where part of the works are sub-contracted by the contractor, to be carried out by a sub-contractor. See subtopic: Sub-contracts in construction.

One of the key considerations for a developer when they are looking to procure works, is the appointment of the contractor. The procurement route chosen will then determine the level of risk and responsibility that the contractor takes on. However, regardless of the procurement methodology used, a consistent theme, in the UK construction market, is that the contractor usually sub-contracts out discrete elements (if not all) of the responsibility that it has taken on. The developer (as employer) and the contractor will enter into a building contract (ie main contract) that reflects the position agreed between them with regards to risk allocation. The contract will also set out clearly what works and design the employer is expecting the contractor to carry out and take responsibility for, in return for the contract sum. Unless the contractor is appointed for its specialist skills or qualities (where sub-contracting would not be permitted), it is standard in the market for the contractor to then consider which packages of works to sub-contract out to specialist sub-contractors. Typically, it will then enter

This Checklist sets out a number of practical steps that a sub-contractor should consider taking in the event that the main contractor on a construction project becomes insolvent during the course of the works. It assumes that the sub-contractor has been engaged on written terms by a main contractor for a specific sub-contract package on a construction project and that the main contractor has been paying the sub-contractor directly (ie there is no project bank account, escrow account or other arrangement as to payment). For guidance on how to spot potential problems with solvency and how to protect the sub-contractor’s position at the outset of a project, see Practice Note: Construction insolvency—how to spot problems and how to protect yourself—sub-contractors. In the event that the main contractor engaged on a construction project has become insolvent, the sub-contractor needs to act quickly and consider all the practical and legal steps it can take to protect its position. Steps that the sub-contractor should consider taking are set out below. However, it should be noted that the sub-contractor’s

1 Sub-Contractor warranties and undertakings 1.1 The Sub-Contractor warrants and undertakes that 1.1.1 the Sub-Contractor has observed and performed and shall continue to observe and perform all the terms and obligations of the Sub-Contractor under the Sub-Contract 1.1.2 to the extent that the Sub-Contractor takes responsibility for the design of the Sub-Contract Works under the Sub-Contract, the Sub-Contractor has exercised and shall continue to exercise all the reasonable skill, care and diligence to be expected of a properly qualified and competent architect or other appropriate professional designer experienced in projects of similar scope, type, size, nature and complexity as the Works 1.2 The Sub-Contractor's duties under this Memorandum shall be no greater and of no longer duration than the duties which it owes to the Contractor under the Sub-Contract, and the Sub-Contractor shall be entitled in any action or proceedings to rely on any limitation in the Sub-Contract and to raise the equivalent rights in defence of liability as it would have against the Contractor had the Beneficiary been named as joint employer with the Contractor under the Sub-Contract, save that

1 Sub-Contractor warranties and undertakings 1.1 The Sub-Contractor warrants that: 1.1.1 the Sub-Contractor has observed and performed and shall continue to observe and perform all the terms and obligations of the Sub-Contractor under the Sub-Contract 1.1.2 to the extent that the Sub-Contractor takes responsibility for the design of the Sub-Contract Works under the Sub-Contract, the Sub-Contractor has exercised and shall continue to exercise the reasonable skill and care to be expected of a properly qualified and competent architect or other appropriate professional designer experienced in projects of similar scope, type, size, nature and complexity as the Sub-Contract Works. 1.2 The Sub-Contractor's duties under this Memorandum shall be no greater and of no longer duration than the duties which it owes to the Contractor under the Sub-Contract, and the Sub-Contractor shall be entitled in any action or proceedings to rely on any limitation in the Sub-Contract and to raise the equivalent rights in defence of liability as it would have against the Contractor had the Beneficiary been named as joint employer with the Contractor under the Sub-Contract.

This Practice Note looks at how sub-contractors’ liability is typically covered by insurance and considers: • difficulties that can arise in respect of sub-contractor insurances, and • what should the parties involved in a construction project do? Sub-contractor liabilities Sub-contractor's own works A sub-contractor will be liable for damage to its sub-contract works. This arises from its obligation to carry out and complete the sub-contract works (see Practice Note: Sub-contracting in construction projects). The liability is a liability for damage to property and may therefore be covered by a property damage policy, such as a Contractor’s All Risks policy (see Practice Note: Contractors’ All Risks (CAR) Insurance). Remainder of the works The sub-contractor would also be liable if its negligence, breach of contract or breach of statutory duty caused damage to the remainder of the works. This liability arises out of a legal liability. It does not arise out of any property interest the sub-contractor has in the remainder of the works. However, the lines are frequently blurred and sub-contractors’ liability in respect of the remainder of the works is