Nobody reads the A201 until there is a dispute. By then the supplementary conditions, the owner's edits and the subcontract flow-downs have already moved the risk. Section numbers below were checked against the A201-2017 form text; the 2007 edition numbers some of them differently. This is a working checklist, not legal advice. Counsel decides.
Which A201 clauses should you check first?
Indemnification
The base form has the contractor indemnify the owner and architect for bodily injury and property damage claims arising out of the Work, but only to the extent caused by the negligence of the contractor or those it is responsible for. Edits that delete that limit make you cover claims regardless of fault, including the owner's own negligence. More in indemnification clauses.
Red-pencil: keep the "only to the extent caused by" negligence limit.Liquidated damages
A201 sets no liquidated damages amount. The daily rate goes in the Agreement at A101 § 4.5, and A201 § 15.1.7 says the consequential damages waiver does not stop LDs from being assessed. Watch for an uncapped daily rate, or LDs plus actual delay damages on the same days. See liquidated damages in US contracts.
Red-pencil: cap total LDs and make them the owner's sole remedy for late completion.No damage for delay
§ 8.3 is Delays and Extensions of Time. § 8.3.1 extends the Contract Time for owner-caused delay, changes and causes beyond your control, and § 8.3.3 keeps delay damages available elsewhere in the contract. The base form has no no-damage-for-delay clause; it arrives in the supplementary conditions. In Texas, Zachry Construction v. Port of Houston Authority (Tex. 2014) held such a clause does not shield an owner from delay caused by its own deliberate, wrongful conduct. More in no-damage-for-delay clauses.
Red-pencil: keep § 8.3.3; carve out owner-caused delay and active interference.Pay-when-paid vs pay-if-paid
The contractor pays each sub no later than seven days after it receives payment from the owner. That is timing, not a condition. Pay-if-paid language in the subcontract makes owner payment a condition precedent and moves owner nonpayment risk to the sub. In Texas, Business and Commerce Code chapter 56 limits when a contingent payment clause can be enforced. See pay-when-paid vs pay-if-paid.
Red-pencil (subs): strike condition-precedent wording, or limit it to owner insolvency.Termination
You may terminate after the Work is stopped for 30 consecutive days for listed reasons, on seven days' notice. The owner may terminate for cause on the architect's certification and seven days' notice, and for convenience at any time. On convenience termination the owner pays for Work executed, termination costs and the termination fee, if any, set in A101 § 7.1.1. A blank fee means no fee.
Red-pencil: fill in the termination fee; keep subcontract termination costs recoverable.Insurance and bonds
A201 sets no limits. Types and limits come from the Agreement or elsewhere in the contract documents, so the numbers live in an exhibit you may not open until late. Edits can push limits, additional-insured terms or completed-operations periods past what your broker can place.
Red-pencil: send the insurance exhibit to your broker before bid day.Waivers of subrogation
Owner and contractor waive rights against each other for losses covered by the project property insurance. Carve-outs that apply to one side only break the shared recovery the waiver is meant to create.
Red-pencil: keep the waiver mutual.Mutual waiver of consequential damages
Both sides waive consequential damages: the owner's lost rent, use, income and financing, and the contractor's home office overhead and lost profit outside the Work. Edits often delete the owner's half and keep yours. The 2007 edition numbered this § 15.1.6.
Red-pencil: restore full mutuality, or match each owner carve-out on your side.Dispute resolution
Claims go to the Initial Decision Maker, then mediation as a condition precedent, then the binding method checked in A101. Arbitration under the AAA Construction Industry Arbitration Rules applies only if it is selected; if no method is selected, the default is litigation. Watch for owner-only venue and one-way attorney fee clauses.
Red-pencil: choose the binding method on purpose; strike one-sided fee and venue terms.Construction Change Directives
A CCD lets the owner order changed work without agreement on price, and you must proceed. § 7.3.9 lets you bill for CCD work before the final cost is settled, on the architect's interim determination. Deleting § 7.3.9 means you finance the change until the dispute ends.
Red-pencil: keep § 7.3.9 interim payment.Retainage (retention)
A201 does not set retainage; the Agreement does. § 9.8.5 releases retainage on the Work at Substantial Completion, adjusted for incomplete or nonconforming Work. Edits that hold all retainage to final completion tie up cash on long jobs.
Red-pencil: ask for a reduction at a set percent complete and release at Substantial Completion.Tests and inspections
You pay for tests the contract documents require at bid time. The owner pays for tests that become requirements after bids and for additional tests it orders, unless they show the Work fails; then you pay. Edits that make every additional test yours, pass or fail, shift an open-ended cost.
Red-pencil: keep the pass-or-fail split in §§ 13.4.2 and 13.4.3.How does Dora use this list?
Dora, BAU AI's contract review agent, reads the prime contract or subcontract against the standard text, A201 or ConsensusDocs, and flags each change like the ones above with section and page. She drafts questions for counsel and the owner's rep. The red-pencils here are starting points; your team and counsel decide what to push.
Which of these clauses come back after award?
Several do, every month of the job. Retainage under §§ 9.3.1 and 9.8.5 and the payment terms under § 9.6.2 show up on each pay application, which Fina drafts against the schedule of values. The time and damages terms behind liquidated damages and § 8.3 sit on the critical path that Patrick keeps current. Construction Change Directives under § 7.3 become the change orders Dora tracks from potential to approved. In each case the clause your team negotiated before signing is the one the agent works from.
For the full clause-by-clause list, use the construction contract review checklist. Comparing forms? Read AIA vs ConsensusDocs.