🎯 A broker reads your subcontract's insurance exhibit; a lawyer reads the clauses that assign risk. You need the broker review on nearly every GC subcontract because the insurance requirements are where signatures often stall, and it is usually part of the service your broker already provides on the policy. You need the lawyer only when the dollar figures get big: a contract over roughly $250,000, a new indemnity clause you have not signed before, or a GC you have never worked with. For a routine $40,000 tenant-improvement subcontract from a GC you know, the broker review alone is enough.
Last updated: October 2026.
Methodology: Ranked by fit to contract size and risk, not by cost or commission.
TL;DR
- The insurance exhibit (additional insured, primary and non-contributory, waiver of subrogation, CG 20 10 / CG 20 37) is a broker job, usually part of the service your broker already provides on the policy.
- The legal clauses (indemnity, consequential damages, pay-if-paid, termination for convenience) are a lawyer job; agree the attorney's fee with them before the review starts.
- Rule of thumb: broker on every subcontract; lawyer when the job is over $250,000, the indemnity language is new, or it's a first-time GC.
- Don't buy the legal review yet: before paying a lawyer, ask your broker to screen the insurance exhibit first — you may not need the legal hour at all.
Definition box
Subcontract insurance review is the step where someone checks whether the insurance-requirements exhibit of a general contractor's (GC) subcontract matches what your policies can actually evidence — additional insured status, primary and non-contributory wording, waiver of subrogation, required limits, and the specific endorsement forms (CG 20 10 for ongoing operations, CG 20 37 for completed operations). It is distinct from a legal review, which covers how the contract assigns liability, payment risk, and termination rights.
The two reviews answer different questions. The broker answers "can my current policies produce the certificate of insurance (COI) this GC is demanding?" The lawyer answers "if this job goes wrong, who pays?"
Do I need a lawyer or a broker to read my subcontract before I sign it?
You almost always need the broker first, and sometimes the lawyer after. The reason is that a common cause of a stalled signature is not a legal clause — it's the insurance exhibit. A compliance-portal rejection, a GC withholding payment pending a COI, or a renewal that broke a job requirement are all insurance problems, not legal ones, and fixing them is part of your broker's job on your general liability and workers' comp policies.
The lawyer earns their fee on the clauses the broker cannot touch: indemnity scope, waiver of consequential damages, pay-if-paid versus pay-when-paid, and termination for convenience. Those shift real dollars. On a small, familiar job the exposure is low enough that many contractors accept the GC's standard terms; on a large or unfamiliar one, a single indemnity clause can transfer six figures of liability, and that is precisely where an attorney's hour pays for itself.
What the broker checks
The insurance exhibit is a checklist, and your broker runs it against the coverage you already carry:
- Additional insured — does the GC require AI status, and can your carrier add them (ongoing via CG 20 10, completed operations via CG 20 37)?
- Primary and non-contributory — the exhibit usually demands your policy respond first, before the GC's.
- Waiver of subrogation — the GC wants your insurer to give up the right to recover against them.
- Limits — per-occurrence and aggregate minimums, umbrella/excess requirements, and sometimes a project-specific aggregate.
- COI mechanics — exact certificate holder wording, additional-insured scheduling, and whether a compliance portal (e.g., a vendor-management service) will auto-reject the form.
This screening is normally part of the broker's service on the underlying policies. If the exhibit asks for coverage you don't have, the broker tells you what it takes to add it before you sign — not after a claim.
The endorsement forms themselves are published by the Insurance Services Office (ISO); the distinction between CG 20 10 (ongoing operations) and CG 20 37 (completed operations) is one contractors often get wrong, because a GC who wants completed-operations protection needs both forms, not just the first.
What the lawyer checks (and when it's worth it)
The legal clauses live in the body of the subcontract, not the insurance exhibit:
- Indemnity scope — broad-form, intermediate, or limited; many states restrict or void the broadest forms by statute, so the enforceability depends on where the work is performed.
- Waiver of consequential damages — whether you've agreed to cover downstream losses like the GC's lost profits or liquidated damages.
- Pay-if-paid vs. pay-when-paid — a true pay-if-paid clause can shift the owner's non-payment risk onto you; some states don't enforce it, some do.
- Termination for convenience — whether the GC can walk away and what you're owed if they do.
Standard-form documents published by the American Institute of Architects (AIA) are a useful baseline for comparison, but many GCs use their own heavily modified subcontracts, which is exactly why a first-time GC or an unfamiliar form raises the value of a legal read.
The decision, in one table
| Situation | Broker | Lawyer |
|---|---|---|
| Routine job, familiar GC, under ~$250k | ✅ Required | ❌ Usually skip |
| New indemnity language you haven't signed | ✅ Required | ✅ Recommended |
| Contract over ~$250,000 | ✅ Required | ✅ Recommended |
| First-time GC, unfamiliar form | ✅ Required | ✅ Recommended |
| Compliance-portal rejection / COI dispute | ✅ Required | ❌ Not needed |
The order that works
Contract-scanning and clause-flagging tools exist, and some brokers and legal services offer a first pass on the insurance exhibit; start with the broker screen. The sequence that avoids paying for review you do not need is: (1) broker screens the insurance exhibit, (2) you resolve any coverage gaps, (3) you escalate to a lawyer only if the dollar size, indemnity language, or GC is new. Buying the legal hour first, before the broker has even looked, is a common way contractors overspend on review.
Sources
- Insurance Services Office (ISO) commercial general liability endorsement forms — reference for CG 20 10 (additional insured, ongoing operations) and CG 20 37 (completed operations): https://www.verisk.com/insurance/products/iso-forms/ (accessed October 2026)
- American Institute of Architects (AIA), standard subcontract documents (e.g., A401) as a baseline for legal-clause comparison: https://www.aiacontracts.com/ (accessed October 2026)
- American Bar Association, Forum on Construction Law — guidance on contract review and risk-shifting clauses: https://www.americanbar.org/groups/construction_industry/ (accessed October 2026)
- International Risk Management Institute (IRMI) — explainers on additional insured status, primary and non-contributory, and waiver of subrogation: https://www.irmi.com/ (accessed October 2026)