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Commercial roofing contract 2024 (guide + free template)

A commercial roofing contract is a legally binding agreement between a property owner or manager and a roofing contractor that outlines the terms and conditions of a roofing project for a commercial building.

In simple terms, it’s like a formal document that specifies what work will be done, how much it will cost, when it will be completed, and other important details related to repairing or replacing the roof of a business or non-residential property.

This contract helps ensure that both parties understand their responsibilities and protect their interests during the roofing project.

I have a full guide that teaches everything you need to know about roofing contracts. You can read that guide here

Today, drawing upon my extensive experience as a lawyer who has drafted hundreds of contracts, I will demystify the legal nuances, best practices, and potential pitfalls associated with commercial roofing contracts.

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Read also: Residential roofing contract (guide + free template)

Commercial roofing contract template

Commercial Roofing Contract

XYZ Roofing Services, Inc.
123 Roofing Way, Anytown, USA
(Hereinafter referred to as “Contractor”)

Sunshine Shopping Center
456 Commercial Street, Anytown, USA
(Hereinafter referred to as “Client”)

Project Details:

Project Name: Sunshine Shopping Center Roof Replacement
Project Address: 456 Commercial Street, Anytown, USA
Project Description: Complete replacement of the existing flat roof with a TPO roofing system.
Project Start Date: March 1, 2024
Project Completion Date: June 30, 2024
Total Project Cost: $75,000

Scope of Work:

  1. Roofing Services: The Contractor agrees to provide roofing services, including but not limited to inspection, repair, replacement, and maintenance, as detailed in the attached project specifications (Exhibit A).
  2. Materials: The Contractor will use high-quality roofing materials and products suitable for the project, as specified in Exhibit A.
  3. Project Timeline: The Contractor shall commence work on March 1, 2024, and will diligently work towards completing the project by June 30, 2024.
  4. Payment Schedule: The Client agrees to pay the Contractor according to the following schedule:
  • Deposit Payment: $20,000, due on March 1, 2024
  • Mid-Project Payment: $30,000, due on April 15, 2024
  • Final Payment: $25,000, due upon completion of the project.

Warranties and Guarantees:

  1. The Contractor provides a warranty on the workmanship and materials used in the roofing project for a period of 10 years, as outlined in Exhibit B.
  2. The Client shall notify the Contractor in writing of any defects covered by the warranty within 30 days of discovery.


The Contractor shall maintain adequate insurance coverage, including general liability and workers’ compensation insurance, throughout the duration of the project.


Either party may terminate this contract with written notice if the other party breaches a material provision and fails to remedy the breach within 30 days.

See also: Roofing contract cancellation notice

Dispute Resolution:

Any disputes arising from this contract shall be resolved through arbitration in accordance with the rules of the American Arbitration Association, and the decision of the arbitrator shall be final and binding.

Governing Law:

This contract shall be governed by and construed in accordance with the laws of the state of California.

Entire Agreement:

This contract represents the entire agreement between the parties and supersedes any prior oral or written agreements.


Client’s Name (Printed): John Smith, For Sunshine Shopping Center

Client’s Signature: ___________________


Company Seal:

Contractor’s Name (Printed): Jane Doe, For XYZ Roofing Services, Inc

Contractor’s Signature: __________________

Date: _____________________

Company Seal:

Commercial roofing contract pdf

Commercial roofing contract word

Key Components of Commercial Roofing Contracts

Commercial roofing contracts are intricate agreements that lay the groundwork for successful roofing projects on business and non-residential properties.

To ensure clarity, protect the interests of all parties involved, and minimize potential disputes, these contracts should contain several key components:

Project Scope and Specifications

  • Detailed Description: Provide a comprehensive description of the roofing project. Include specifics about the type of roofing materials to be used, the scope of work, and any special requirements or considerations.
  • Architectural Plans: Attach architectural drawings or plans that illustrate the roofing design, layout, and any modifications to the existing structure.
  • Quality Standards: Specify the quality standards that must be met during construction, such as industry-specific guidelines and local building codes.

Pricing and Payment Terms

  • Total Cost: Clearly state the total cost of the roofing project, including labor, materials, and any additional fees or expenses.
  • Payment Schedule: Outline the payment schedule, including down payments, progress payments, and the final payment upon project completion.
  • Payment Methods: Specify acceptable payment methods and any applicable late fees or interest rates for overdue payments.

Project Timeline and Deadlines

  • Start Date: Define the expected start date of the roofing project.
  • Completion Date: Set a specific deadline for project completion. Consider including provisions for extensions due to unforeseen circumstances.
  • Milestones: Include important project milestones and associated deadlines.

Warranties and Guarantees

  • Manufacturer’s Warranties: Detail any warranties provided by the roofing material manufacturer. Include information on how these warranties will be transferred to the property owner.
  • Contractor’s Guarantee: Specify any guarantees or warranties offered by the roofing contractor regarding the quality of workmanship and materials used.

Insurance and Liability

  • Insurance Requirements: Outline the insurance coverage requirements for both the roofing contractor and property owner, including liability insurance and worker’s compensation coverage.
  • Liability and Indemnification: Clarify each party’s liability in case of accidents, damage, or injuries on the job site. Include indemnification clauses to protect against legal claims.

Change Orders and Amendments

  • Procedure: Describe the process for requesting and approving change orders or amendments to the contract. Specify how changes will affect project timelines and costs.
  • Documentation: Emphasize the importance of documenting all changes in writing to avoid misunderstandings.

Termination and Dispute Resolution

  • Termination Clauses: Include provisions for contract termination by either party under certain circumstances, such as non-performance or breaches of contract.
  • Dispute Resolution: Outline the steps for resolving disputes, including mediation, arbitration, or litigation, if necessary.

Legal Considerations and Pitfalls in Commercial Roofing Contracts

When it comes to commercial roofing contracts, navigating the legal landscape is crucial to the success of any project.

These contracts involve complex legal considerations, and overlooking important details can lead to costly disputes and setbacks.

Here are the key legal aspects you should be aware of and common pitfalls to avoid.

Regulatory Compliance

Commercial roofing projects are subject to various local, state, and federal regulations.

It’s imperative that your contract ensures compliance with all applicable building codes, safety standards, and environmental regulations.

Failure to meet these requirements can result in legal issues, fines, or even project shutdowns.

Ensure that your contract clearly outlines the responsibility for compliance and any necessary permits.


A roofer may also need to be licensed. The requirements for obtaining a license vary from state to state;

For example in Alabama, a roofer is required to be licensed for commercial contractors of bid $50,000 or more. (Chapter 230-X-1).

While in Idaho No license is required, but roofers must be registered with the Idaho Contractors Board. (§ 54-5205)


Apart from holding a valid license, roofing professionals can also acquire certifications directly from roofing material manufacturers.

These certifications often demonstrate their expertise in working with specific roofing products and are recognized in the industry.

Here are some examples:

  1. GAF Materials Corporation Certification: GAF is the largest roofing manufacturer in the USA, and its certification is one of the most widely recognized in the roofing industry.
  2. National Roofing Contractors Association (NRCA) ProCertification®: Roofers can pursue ProCertification® through NRCA, which signifies their possession of “substantial roofing skills.”
  3. CertainTeed Certification: CertainTeed, a national roofing manufacturer, offers two types of certifications for roofers: ShingleMaster™ and SELECT ShingleMaster™.
  4. TAMKO Certification: TAMKO, although smaller in comparison to some national manufacturers, provides exclusive training for roofers seeking “Pro” certification.
  5. Owens Corning Certification: Owens Corning is renowned for its high-quality roofing materials. They offer certifications specifically for contractors who exclusively work with their products.

Scope of Work and Specifications

One of the most frequent sources of disputes in roofing contracts is ambiguity or misunderstandings regarding the scope of work.

The contract must provide a detailed description of the work to be performed, including materials, methods, and quality standards.

Clearly define the specifications to minimize the risk of disputes during or after the project.

Be explicit about any changes or deviations from the original scope and how they will be handled.

Payment Terms and Disputes

Payment terms and mechanisms should be clearly outlined in the contract.

Specify the agreed-upon payment schedule, including milestones and completion.

Address how disputes related to payment will be resolved.

Mediation, arbitration, or litigation options should be clearly stated to avoid prolonged legal battles.

Warranty and Maintenance

Commercial roofing systems often come with warranties from manufacturers and installers.

Ensure that the contract specifies the duration and terms of these warranties.

Roofs are commonly guaranteed for a period of 25 to 30 years.

This does not cover if there is damage due to outside forces (such as a tree falling on the roof).

The warranty offered will encompass routine roof maintenance, addressing concerns such as leaks and installation-related problems.

In cases where adverse weather conditions necessitate roof repairs, it’s customary for homeowners to rely on their insurance policies to cover the cost of these repairs.”

Do not forget to Discuss and include post-installation maintenance and repair responsibilities to prevent disputes over roofing system performance.


Adequate insurance coverage is essential for commercial roofing projects.

The contract should stipulate the types and amounts of insurance required for both parties.

Clarify liability and responsibility in case of accidents or damages during the project.

This includes addressing indemnification clauses to protect both parties.

Ensure that a roofing contractor provides evidence of having two distinct forms of insurance:

1. Liability (General) Insurance

This type of insurance safeguards the roofer against accidents that may occur during the installation process.

Roofing is considered a high-risk profession, which often necessitates obtaining insurance through excess and surplus (E&S) lines.

These specialized insurance lines are designed to cover professions with elevated risks that standard insurance companies typically do not offer protection for.

2. Workers’ Compensation Insurance

Workers’ compensation insurance is crucial as it offers protection to employees in the unfortunate event of an injury occurring while they are on the job.

Termination and Default

Include provisions for contract termination and default scenarios.

Define the conditions under which either party can terminate the contract and the consequences of doing so.

Specify remedies and penalties for breaches of contract to maintain accountability.

Legal Jurisdiction and Venue

Establish the legal jurisdiction and venue where disputes will be resolved.

This helps prevent disputes over where legal proceedings should take place.

Commercial Roofing Contracting Process

The successful execution of a commercial roofing project begins with a well-structured contracting process.

Here I will guide you through the stages involved, shedding light on the critical steps that both property owners and roofing contractors should follow.

Initial Consultation and Assessment

Before any contract is drafted or signed, it’s crucial to start with an initial consultation and assessment of the roofing project.

This phase typically involves:

  • Property Inspection: Roofing experts conduct a thorough inspection of the existing roof to assess its condition and identify issues.
  • Needs Assessment: Property owners discuss their roofing requirements, including repair or replacement, desired materials, budget constraints, and any specific concerns.
  • Budget Estimation: Contractors provide a preliminary cost estimate based on the assessment and the project’s scope.

Contract Negotiation

Once both parties have a clear understanding of the project’s scope, costs, and expectations, the contract negotiation phase begins.

Key considerations during this stage include:

  • Scope of Work: Clearly define the scope of work, specifying tasks, materials, and the timeline for completion.
  • Pricing and Payment Terms: Negotiate the contract price and agree on payment terms, including milestones and deadlines for payments.
  • Warranties and Guarantees: Discuss warranties on materials and workmanship and ensure they are included in the contract.
  • Change Orders: Address the procedure for handling any changes or additional work that may arise during the project.

Contract Drafting

With the negotiation settled, it’s time to draft the formal contract. This document serves as the legal foundation for the roofing project and should include the following elements:

  • Parties Involved: Clearly identify the property owner(s) and the roofing contractor(s) involved in the agreement.
  • Scope of Work: Provide a detailed description of the roofing project, outlining all tasks and materials involved.
  • Pricing and Payment Terms: Specify the total cost, payment schedule, and any penalties for late payments.
  • Timelines: Set clear deadlines for project milestones, completion, and any other relevant timeframes.
  • Warranties and Guarantees: Include information about any warranties or guarantees offered by the contractor.
  • Dispute Resolution: Outline the process for resolving disputes or disagreements that may arise during the project.

Review and Approval

Both parties should carefully review the contract to ensure that it accurately reflects their agreements and expectations.

Legal counsel may be involved in the review process to provide guidance and ensure legal compliance.

See: How to choose a best roofing contract lawyer

Once reviewed and approved, the contract is ready for signing

Execution and Commencement

Upon mutual agreement and signature of the contract, the roofing project can officially commence.

Contractors will mobilize their teams and begin work according to the established timeline and scope of work.

Navigating the contracting process diligently and with attention to detail is crucial to a successful roofing project.

Clear communication and a well-drafted contract set the stage for a positive working relationship and minimize the potential for disputes down the line.

Commercial Roofing Contract Drafting Best Practices

In the intricate realm of commercial roofing contracts, the devil is often in the details.

Crafting a contract that is clear, comprehensive, and legally sound is not only essential for safeguarding the interests of all parties involved but also for ensuring the smooth progression of the roofing project.

Here, i will share crucial drafting best practices that can help you master the art of commercial roofing contracts;

Certainly, here’s a detailed Section 5: “Drafting Best Practices” for your blog post on commercial roofing contracts:

Clear and Concise Language

Precision is key in contract drafting.

Use clear and unambiguous language to describe the project’s scope, materials, and specifications.

Avoid jargon or overly technical terms that may lead to misunderstandings.

Detailed Project Scope

Leave no room for interpretation when outlining the work to be performed.

Specify roofing materials, installation methods, and any unique project requirements.

A well-defined scope minimizes disputes and project delays.

Roles and Responsibilities

Clearly define the roles and responsibilities of all parties involved, including property owners, contractors, and subcontractors.

Outline who is responsible for obtaining permits, insurance coverage, and any necessary inspections.

Payment Terms

Spell out the payment schedule, including milestones and due dates.

Be explicit about the consequences of late payments or changes in project scope that may impact costs.

Change Orders

Address how changes to the project will be handled.

Establish a formal process for documenting and approving change orders, including any adjustments to the timeline or budget.

Performance Standards

Set clear performance standards and quality expectations.

Specify the criteria for evaluating the completed roofing work and outline any warranties or guarantees.

Dispute Resolution

Include a dispute resolution clause that outlines the steps to follow in case of conflicts or disagreements.

Options may include mediation, arbitration, or litigation, depending on the preferences of the parties involved.


Ensure that the contract incorporates all relevant local building codes, regulations, and industry standards. m

Compliance is crucial for the safety and legality of the project.


Clearly define insurance requirements for all parties, including liability coverage and worker’s compensation.

Specify who is responsible for providing and maintaining insurance throughout the project.

Termination Clause

Outline the conditions under which the contract can be terminated, including defaults, breaches, or unforeseen circumstances.

Define the consequences of termination for both parties.

Review and Legal Counsel

Before finalizing any commercial roofing contract, consider having it reviewed by legal counsel experienced in construction law.

They can provide valuable insights and ensure that the contract complies with all relevant laws and regulations.

Signature and Execution

Clearly state the process for contract execution, including signatures and dates.

Make sure all parties involved understand and agree to the terms before proceeding.

By adhering to these best practices in contract drafting, you can create a robust and legally sound commercial roofing contract that promotes transparency, minimizes disputes, and sets the stage for a successful roofing project.

Isack Kimaro
Isack Kimaro

Isack Kimaro, a lawyer, Creative Writer and self-taught SEO expert has been a prominent author of law-related topics since 2017. Through hard work, dedication, and a relentless pursuit of knowledge, Isack has successfully navigated the legal industry by providing valuable and easy-to-understand legal information to 500,000+ individuals of all levels of understanding.