1. The Client's Situation
The client was assigned to handle the firefighting equipment work for a clean room new construction project at a semiconductor production facility, and was about to enter into a subcontracting performance agreement and related service contracts with the prime contractor. However, the draft contract contained numerous unreasonable or unclear provisions regarding the settlement method, scope of responsibility, and damages clauses in the event of construction delays. In particular, some clauses carried the potential to violate relevant laws and regulations, raising concerns about legal risk.
2. Advice from Your Legal Team
Considering that the structure involved the parallel conclusion of a "construction performance agreement" and a "site manager dispatch service" contract, Your Legal Team specifically analyzed the purpose of each contract, the obligation relationships, the payment method, and the responsibility provisions in the event of construction delays. In particular, with respect to the settlement structure linked to price fluctuations and design changes, the scope of defect liability, and the method of calculating delay penalties and liquidated damages, we adjusted the clauses to alleviate the legal and practical burden on the contractor. In addition, we systematically aligned the legal effect of attached documents such as the site description, drawings, and specifications with the contract, thereby preventing confusion in interpretation.
3. Result
Through prior consultation before signing the contract, the client successfully revised many of the unreasonable clauses, and as the structure and wording of the contract became clear, the likelihood of disputes during the future construction process was significantly reduced. Furthermore, by aligning the contract with relevant laws and regulations, legal responsibility issues under the Fair Trade Commission's subcontracting law guidelines and the Occupational Safety and Health Act could be resolved in advance.