I need help understanding a clause in a contract
I am reviewing.
Background. I am a Texas subcontractor working on a project located in Texas, entering into a contract with the prime contractor, which is in a contractual agreement with the owner. I am reviewing a contract to get executed in order to get the a/p cycle started.
In Section 13: Default and Terminations: ... 13.4. Assignment: If the Prime Contract provides that, in the event of termination of the Prime Contract between Owner and Contractor, Owner can direct Contractor to assign this Agreement to Owner, Subcontractor hereby consents to such assignment and agrees to accept any such assignment of this Contract to Owner, to consider that assignment to be fully effected by receipt of written notice from Contractor of any such assignments, and thereafter to look solely to Owner for all obligations, commitments, unsettled claims and payments, which are owed by the Owner to Contractor under the Prime Contract which Subcontractor will thereafter become entitled in connection with this Project. If this Subcontractor is terminated by Contractor under the provisions of this Section, Subcontractor agrees that any and all sub-subcontracts
or purchase orders which Subcontractor may have covering the Work or any part thereof may, at Contractor's option, be fully assigned by Subcontractor to Contractor upon written notice by Contractor to such sub-subcontractors and vendors
, and Subcontractor will include in such sub-subcontracts and purchase orders appropriate language to such effect.
In laymen's terms - is that implying a relationship between me, the subcontractor, and the owner would exist in the event of a rift between the owner and the prime contractor? I am being asked to sign a non compete, as this is a project with new technology, which is not the problem. My problem is that if that is the case, then once a rift were to take place I would be caught in the middle, as I would be unable to enter into an agreement with the owner, since the non compete was signed.
Phew! Help! :)