Workshops covering all the important construction contract topics specifically for subcontractors. From understanding critical terms, to negotiations and getting paid.

If you told me a few years ago that I’d be working in marketing and business development and representing a professional training company at industry events, I probably would’ve laughed. I was just some 21-year-old with a small dog training and pet care business, trying to pay rent and navigate a tough home life. I had always believed I’d become a dog trainer, herpetologist, or vet- or at least end up with a career working with the animals I love so much. But life had other plans. My career started by chance, doing data entry and research for Scholefield Construction Law. It wasn’t something I planned. I had no idea that one of my dog training clients would become my future boss- someone who would completely change the trajectory of not only my career, but my mentality and many other aspects of my life. But it turned out to be the first step on a path I didn’t even know I wanted. Learning as I Go - The “I’ll Figure It Out” Phase Over time, more opportunities came my way. I was surrounded by an incredibly supportive team and work environment, which made me want to do my part and help however I could. Whenever new tasks came up, I said yes- even if I didn’t actually know what I was doing yet. Eventually, my responsibilities shifted from data entry to including marketing tasks for a new company, OnSite Pro Development, founded by Pam Scholefield, who also leads Scholefield Construction Law. While OPD is a separate business, it was born from Pam’s vision to expand her passion for educating and empowering professionals in the construction industry. I saw that contagious passion of hers and wanted to contribute. After a year of working under Scholefield Construction Law, my employment shifted to working directly with OnSite Pro Development. I didn’t have a formal marketing background- or any marketing background, but I dove in anyway. I spent my free time studying through what we call “YouTube University,”  learning everything I could to understand my new role. When Pam offered to enroll me in a Digital Marketing Certification course, I jumped at the opportunity. That course opened my eyes to new mindsets and showed me how much there was to learn and how exciting it could be to be part of building something new. What’s Behind the Door? - Entering the Professional World for the First Time As my role grew, so did my confidence (and my nerves). My work evolved from remote marketing tasks to also including business development, which meant attending trade group events and networking in person for the first time. I’ll be honest: it was intimidating. I was 22 years old, walking into rooms full of people who had been in the industry for decades. I remember my first trade group meeting vividly- my heart was racing the whole time, and I was so unbelievably nervous when the time came to introduce myself and the company I represent. So much was running through my mind: “How do I interact in this kind of environment?” “I’m representing OPD, I need to make a good impression.” “I’m not on the same level as these business professionals.” “What if my inexperience is grossly obvious?” But I went anyway. And that decision made all the difference. That first meeting and the meetings that followed taught me that it’s okay to be new. Not only do people understand, but they can also tell when you’re trying, and most of them want to help. These experienced men and women have seen dozens of inexperienced people walk through those doors, and they were new once too. When you show up with genuine effort, people notice. You don’t have to walk in with decades of experience, you just need to show up and do your best- be present, ask questions, get to know people. What I’ve Learned One Year In - Confidence Isn’t a Finish Line Now, a year later, I’d be lying if I said I feel like I know exactly what I’m doing. There’s this idea that “when I grow up, I’ll know everything.”  But I’m learning that you’re always just going to be you - no matter your age or experience. Every new person you meet and every networking event you attend will be a new experience. But if you go in with the passion and determination to do your best- that’s all you can do. We’re only human; we don’t grow into robots, we will never know everything. There will always be “what ifs.” But nothing will happen if you let those “what ifs” prevent you from trying. The truth is, growth doesn’t come from knowing everything- it comes from showing up, trying, learning, and doing it anyway.

Subcontractors often step into projects where key risks are lurking in the dark, hidden within pages of legal language that seem routine or harmless. These provisions can quietly shift major responsibilities, costs, and liabilities downstream — until it’s too late to react. To avoid being caught off guard, subcontractors need to shine a light on hidden risks. By understanding and managing certain high-risk clauses, you can protect your business, maintain control over your work, and navigate contracts with confidence instead of fear . 1. Don’t Get Bitten by Prime Contract Terms Sample Provision: “Subcontractor agrees to be bound to Contractor by all terms and conditions of the Prime Contract between Contractor and Owner, and to assume toward Contractor all obligations that Contractor assumes toward the Owner, insofar as applicable to Subcontractor’s work.” Why It’s Risky: This is one of the most deceptive clauses found in most subcontracts. At first glance, you recognize it as “standard” language — but it effectively makes you subject to the entire prime contract, even if you’ve never seen it . The prime contract may contain obligations that drastically affect your payment rights, notice deadlines, indemnity responsibilities, or dispute procedures. For example, if the prime contract requires claims to be filed within five days, and you’re unaware of that, you could lose your right to additional payment or time extensions. Courts often enforce these “flow-down” obligations, leaving subcontractors exposed to unseen terms. How to Shine a Light: Always request a full copy  of the prime contract before signing. Limit incorporation  to specific provisions relevant to your work (such as insurance, warranties, or safety). Add a conflict clause  stating that if the subcontract and prime contract differ, the subcontract governs. Understand all prime contract terms  so you do not underinsure, miss notice deadlines, or fail to follow payment application processes or close-out procedures. When you illuminate the fine print, you can see where the true obligations lie — and prevent being bit by unseen risks. 2. Schedule Changes That Shift on a Whim Sample Provision: “Subcontractor shall promptly comply with any changes in the construction schedule issued by Contractor, without additional compensation, and shall take all steps necessary to maintain the progress of the project as directed by Contractor.” Why It’s Risky: This clause gives the contractor full control over the project’s tempo — and your costs. A sudden acceleration or delay can throw your labor, deliveries, and coordination into chaos. Worse, if the subcontract says you must comply “without additional compensation,” you may have no right to recover the costs of overtime, inefficiency, or disruption. Essentially, the contractor can change the rules mid-game while you bear the cost of catching up. These schedule changes often come quietly, buried in updated project calendars or coordination meetings. How to Shine a Light: Revise the language  to state that you’ll “use reasonable efforts” to meet schedule changes, not “shall comply.” Protect your right to compensation  for added costs or acceleration, at least when the change is the contractor’s or other subs’ fault, and also to the extent allowed in the prime contract for owner-caused delays. Establish a clear notice procedure for your team for reporting delays or disruptions per the times required in your subcontract and the prime contract. Keep daily logs and correspondence  to prove the impact of any schedule change. By making the schedule obligations visible, plus documenting and providing proper timely notice, you avoid being cornered by sudden changes that can drain your resources. 3. Responsibility for Others’ Work Sample Provision: “Subcontractor shall coordinate its work with other subcontractors and shall be responsible for any damage or defect in others’ work arising out of or related to Subcontractor’s operations or adjacency to such work.” Why It’s Risky: This clause sounds like a call for cooperation, but it often lurks as a liability trap . It can make you responsible for problems caused by another trade — even if your work was flawless. If your drywall touches someone else’s plumbing, or your roofing adjoins another contractor’s flashing, you could be blamed for any resulting issue simply because your work was “adjacent” or “related.” These vague terms invite conflict and confusion, leading to finger-pointing and potential claims that your insurance may not cover. How to Shine a Light: Narrow the clause  so you’re only responsible for damages caused by your negligence or lack of coordination. Clarify that overall coordination  of trades is the contractor’s duty, not yours. Seek mutual responsibility language  so each trade is accountable only for its own actions. Document and report  interference, damage, or conflicts caused by others immediately — with photos and written notice. By drawing clear lines of responsibility, you illuminate where your duties end — and prevent blame from creeping out of the shadows. 4. Responsibility for Work Until Project Completion Sample Provision: “Subcontractor shall be responsible for the protection, maintenance, and repair of its work until Substantial Completion and acceptance by the Architect, Owner and Contractor.” Why It’s Risky: This is a classic case of liability that lingers long after your work is done. If your portion finishes early — for example, electrical rough-in or concrete foundations — you could still be held responsible months later if another trade damages your work. By that point, you’ve likely moved on, and the cost of returning to fix or replace damaged work can be significant. It also delays payment and warranty periods, leaving your money and risk tied up until the entire project wraps — even when you’ve fulfilled your obligations. How to Shine a Light: Negotiate responsibility cutoffs:  State that your responsibility ends when your work is inspected and accepted by the contractor. Transfer risk upon turnover:  Make clear that once other trades work over or around your completed scope, responsibility shifts to the contractor. Request early retainage release  and warranty start dates tied to your completion, not the overall project. Document site conditions  at demobilization with photos and written confirmation of acceptance. By clarifying when your obligation ends and documenting site conditions, you mitigate your exposure from stretching far into the future where you have no control. Conclusion Standard subcontract terms often favor general contractors by extending liability, compressing schedules, and shifting risks downstream. The four provisions discussed — incorporation of the prime contract, unilateral schedule changes, responsibility for adjacent work, and extended responsibility until project completion — are common examples of hidden traps that can erode a subcontractor’s profitability. The best defense is vigilance: read every clause carefully, request copies of referenced documents, negotiate fair limits, and keep thorough written records.  By addressing them early, subcontractors can enter projects confidently and on stronger footing to avoid costly surprises down the road. In an industry where surprises often hide in the shadows, vigilance and clarity are the best light you can bring to every project.

In the fast-paced and complex world of construction, projects often need to move forward before all the terms of a formal contract are finalized. To bridge this gap, stakeholders commonly use Letters of Intent (LOIs)  and Memorandums of Understanding (MOUs) . While these documents are not full contracts, they play a critical role in laying the groundwork for formal agreements. However, their use comes with risks if not carefully drafted and understood. LOI vs. MOU: What’s the Difference ? While the terms "Letter of Intent" and "Memorandum of Understanding" are often used interchangeably, they have distinct common uses: Letter of Intent (LOI): A Letter of Intent is a preliminary agreement that records the parties’ intention to enter into a formal contract while setting out the essential commercial terms to guide the parties during an interim period. In the construction industry, an LOI commonly authorizes a contractor or subcontractor to proceed with limited or preparatory work before a formal contract is signed, such as authorizing some limited work that needs to be performed early in the project or ordering long-lead time materials and equipment. Memorandum of Understanding (MOU): By contrast, an MOU is usually broader in scope and generally used to record mutual intentions or cooperative frameworks. While LOIs are most often used between an owner and a contractor or a contractor and a subcontractor, MOUs frequently appear in joint venture arrangements, development partnerships, or collaborations involving public authorities and private developers. An LOI therefore carries greater potential to create enforceable rights and obligations, while an MOU generally serves as a statement of good faith. When and Why Are LOIs and MOUs Used ? Construction projects often require early commitments to meet timelines and full construction contracts are lengthy and require negotiation. LOIs/MOUs allow limited progress while those negotiations continue, saving time and keeping projects on schedule. LOIs are especially helpful in situations such as: Fast-tracked projects where delays are costly Securing pricing, availability, or commitment from subcontractors Allowing site preparation or procurement to begin before contract finalization Clarifying intent during preconstruction or negotiation phases Are LOIs or MOUs Legally Binding ? It depends.  The enforceability of an LOI or MOU depends on the parties’ intent and the language used. To make such documents binding: Express Intention:  State clearly whether the document is legally binding. For example, “This Letter of Intent is intended to create legally binding obligations regarding terms and payment for work performed prior to execution of the formal contract. Essential Terms: The more complete the terms (e.g., price, payment timing, scope, schedule), the more likely a court will enforce it. Authorizing Limited Work: If a party is expected to begin work or incur costs, the document should clearly state that and define the parameters. Reference the Formal Contract:  State that all subsequent work will be governed by the final contract once executed. Essential Terms to Include (While Keeping It Short) These provisions help ensure both parties understand their obligations during the interim period. Even a brief LOI or MOU should include: Parties Involved  – Full legal names and roles (e.g., general contractor, subcontractor). Project Description  – Name, location, and Owner information. Scope of Work  – Description of the limited work authorized, such as a limited scope of work and placing orders for long-lead time materials and equipment. Payment Terms  – The pricing or payment structure during the LOI/MOU time frame and in the event a formal contract is not executed. This should address payment for the materials and equipment ordered under the LOI/MOU if no formal contract is ever executed. Schedule/Timeframe  – Related to the limited scope of work, if applicable. Insurance Requirements – This allows both parties to understand the insurance requirements for the project to ensure they can be complied with prior to work commencing. Binding Clauses  – Make it binding pending finalizing the formal contract. Intent to Contract  – State that the parties intend to enter a formal agreement with mutually agreeable terms, but that the LOI/MOU is biding until that happens or until it is terminated. Timeframe of LOI/MOU and Termination Rights and Process  – Provides a deadline for the formal contract to be finalized and the ability to withdraw from the LOI/MOU if no formal agreement is reached. Dispute Resolution – This should include a short process for resolving disputes during time period of the LOU/MOU and whether attorney’s fees will be available to the prevailing party. Signatures and Authority – Used to ensure the document is executed by parties with appropriate authority to bind their organizations. Common Pitfalls to Avoid Unclear Binding Intent:  Failure to specify whether the document is binding often leads to litigation. Scope Creep:  Allowing work to proceed beyond the stated scope can result in significant disputes and claims. Missing Key Terms:  Neglecting to define payment or termination rights can expose both sides to financial risk and inequitable outcome. Overreliance on LOIs:  Prolonged use without finalizing the main contract undermines commercial certainty. Misuse as a Substitute for a Contract: These documents are not meant to replace formal contracts. Relying on them long-term is risky. Conclusion LOIs and MOUs are useful tools in the construction industry when used appropriately and with clear understanding. They help initiate work, secure commitments, and clarify intent before a formal agreement is signed. However, their legal effect depends heavily on their language and structure. To reduce risk, parties should always: Use precise, unambiguous language Limit the scope and duration of the document Ensure all parties understand their obligations To keep out of trouble and ensure that the LOI/MOU covers your risks, it’s always a good idea to seek legal advice before relying on these documents to begin work.

How We Train Our time-tested, dynamic workshop environment keeps your team more engaged, which provides an enjoyable experience. Our minds are way more open to learning when we are enjoying the process! Current industry topics are integrated with established law to provide a deeper understanding of contract terms and pro-active contract management. We provide training three ways: (1) Workshops Online - These are periodic live webinars designed to tackle the unique issues subcontractors face. (2) Workshops On Site - These provide convenience and privacy to your team in a venue that allows optimal understanding for all participants. This also encourages open dialog to target the specific information your team needs most. Select from a wide variety of topics so that your workshop can be tailored to meet your team's specific needs. (3) Subcontractor Summits - These are full-day workshops open to any attendees who register. Workshops Online WORKSHOPS online are designed to resolve the unique issues faced by contractors and focus on topics such as understanding and editing subcontracts, tackling claims procedures, and performing work. Unique to our Workshops, we also provide actionable strategies for you to implement what you've learned, including how to become an effective communicator and negotiator. Each Workshop begins with an energetic classroom session with live Q and A, and many include specific hands-on challenges such as redlining subcontract terms or our entertaining “project gone wrong” hypothetical case studies where you put your newfound skills to the test. Who Should Attend? Company Owners and Management Project Managers and Project Engineers Risk Managers Contract Administrators Superintendents Why Train? Increase Profits: Projects are bid with tight margins to ensure success of an award. But, those thin margins are soon eaten up by avoidable mistakes that often result from simply being ignorant as to your contractual obligations and how to work the system to your advantage. Focused training by a professional increases your team's ability to properly and confidently manage the contract and assert your rights! Talent Retention and Productivity: According to Indeed.com: "Implementing training programs in the workplace will help employees feel like the company is invested in them. By continuing to teach your employees new skills and abilities, they will not just become better workers, they will feel like more productive members of the organization. This will improve their morale as well as their workplace capabilities." Our Most Popular On Site Workshops Understanding and Negotiating Contract Terms Learn More The Devil is in the Details - Managing Project Documentation Learn More Changes and Claims - Do it Right or Lose Your Rights Learn More Articles Start Now, Contract Later: Using LOIs and MOUs Without Getting Burned Pam Scholefield a few seconds ago 4 min read Will Your Work Ethic Help You or Haunt You? Pam Scholefield Sep 19 2 min read Secrets to Slaying the Dispute Dragon Pam Scholefield Aug 19 3 min read Playing the Game on Two Fields – Bond Claims for State vs. Federal Projects Pam Scholefield Jul 29 3 min read Is the GC Hiding the Ball on Owner Payments? Pam Scholefield Jul 8 4 min read Why Wait? Resolve Extra Work Payments Now! Pam Scholefield Jun 23 4 min read

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The 2024 San Diego Subcontractor Summit was a rousing success! Pam Scholefield - "Negotiation Workshop" Brittany Russell -"Mindful Negotiation" Oliver Craig -"Evaluating Bonded Work" Pam Scholefield’s high energy style kept everyone engaged and focused on the important stuff for negotiating subcontract terms, contract management, and claims drafting. Brittany Russell with Mindful Synergy Solutions provided an insightful session on mindfulness during negotiations, which was very well received. Oliver Craig with Cavignac offered useful information on bonds and fielded questions as they relate to subcontractors. We are excited that the Subcontractor Summit was met with such positive feedback. Please Send Me More Information on upcoming Summits First Name Last Name Email Message Send Now Thanks for submitting!