hardhatU
Concept

Flow-Down Clause

A contract provision passing specific obligations from the [[concept-prime-contract|prime contract]] down to a [[concept-subcontract-agreement|subcontract]], binding the subcontractor to the same terms, schedule, insurance, dispute resolution, payment timing, the general contractor owes the owner.

Why it matters

A flow-down clause is only as good as what it actually names, a general "subcontractor agrees to be bound by the prime contract" statement can leave gaps that a more specific, itemized flow-down avoids.

On a real project

A subcontract's flow-down clause specifically incorporates the prime contract's insurance requirements, dispute resolution process, and payment timing, rather than vaguely referencing the prime contract as a whole.

Who this matters most to

A Contracts Administrator drafts subcontracts to flow down the specific prime contract terms that actually need to bind the subcontractor, not just a generic reference to the prime contract.

Where this goes wrong

A subcontract doesn't properly flow down the prime contract's dispute resolution clause, and when a dispute arises, the sub and GC end up in a different forum, litigation, than the GC and owner, arbitration. The GC ends up fighting the same underlying issue twice in two different venues.