Back-to-Back
A subcontract drafted so that its terms mirror the main contract — the subcontractor takes, in respect of its scope, the same obligations and risks the main contractor owes the employer.
It is a sensible principle applied carelessly more often than not. True back-to-back means the subcontractor’s notice periods, programme obligations and liability caps align with the main contract, so the main contractor is not left with a gap between what it owes upstream and what it can recover downstream.
The failure is the gap. A main contract with a 28-day notice period and a subcontract with a 42-day one means the subcontractor can notify a claim after the main contractor’s own window has closed — leaving the main contractor liable upstream with no route to pass it on. Those gaps are created at drafting, discovered in a dispute, and are entirely mechanical.
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