---
title: "Mark a payment clause that depends on payment further up the chain"
url: "https://ailawframework.com/practice/construction-and-infrastructure/draft-a-payment-clause-that-does-not-depend-on-payment-further-up-the-ch/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A11-JU20261022-2-US"
practice_area: "Construction & Infrastructure"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Mark a payment clause that depends on payment further up the chain

> Mark each sentence that makes payment further up the chain a condition of payment to a subcontractor, and list the Virginia limit that matches the regime the lawyer names.…

Canonical page: https://ailawframework.com/practice/construction-and-infrastructure/draft-a-payment-clause-that-does-not-depend-on-payment-further-up-the-ch/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Construction & Infrastructure](https://ailawframework.com/practice/construction-and-infrastructure.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | Mark each sentence that makes payment further up the chain a condition of payment to a subcontractor, and list the Virginia limit that matches the regime the lawyer names. Include the private-contract insolvency and bankruptcy exception when the lawyer names § 11-4.6. The lawyer writes any replacement clause. Write no clause text. |
| What the lawyer must review | The operative clause is yours to write. The tool only marks the upstream-payment sentence and lists the limit in the statute you name. Under Virginia Code § 11-4.6, for a private owner who is not a public body, payment by the party contracting with the contractor is not a condition precedent to payment to any subcontractor unless that party is insolvent or a debtor in bankruptcy as defined in § 50-73.79, and a provision contrary to the section is unenforceable. Under Virginia Code § 2.2-4354, for a state-agency contract or a local-government contract awarded in accordance with § 2.2-4352, payment by the party contracting with the contractor is not a condition precedent to payment to any lower-tier subcontractor, and a provision in a construction contract contrary to the section is unenforceable. You choose the statute, you decide whether an insolvency or bankruptcy exception is in play, and you write the words that go into the contract. |
| Written for | United States |
| Applies to | [Draft a payment clause that does not depend on payment further up the chain](https://ailawframework.com/practice/construction-and-infrastructure/draft-a-payment-clause-that-does-not-depend-on-payment-further-up-the-ch.md) |

## Checking plan

- What the AI does: Mark each sentence that makes payment further up the chain a condition of payment to a subcontractor, and list the Virginia limit that matches the regime the lawyer names. Include the private-contract insolvency and bankruptcy exception when the lawyer names § 11-4.6. The lawyer writes any replacement clause. Write no clause text.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Both sections leave retainage in place. Do not delete a retainage clause on the strength of either section.
- The tool's list is a working paper. It is not the signed payment clause.

## Sources

- [Code of Virginia § 11-4.6, Required contract provisions in construction contracts](https://law.lis.virginia.gov/vacode/title11/chapter1/section11-4.6/) (checked 2026-10-22)
- [Code of Virginia § 2.2-4354, Payment clauses to be included in contracts](https://law.lis.virginia.gov/vacode/title2.2/chapter43/section2.2-4354/) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*