INDEPENDENT CONTRACTOR AGREEMENT

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (“Agreement”) is made and entered by and
between Phillip Kliewer and Ed Smith (hereinafter the “Contractors”) AND John Genito
of ___________ (hereinafter the “License Holder”)
In consideration of the promises, rights and obligations set forth below, the parties
hereby agree as follows:

  1. Term
    The term of this Agreement shall begin on ________________and continue until the
    project is complete or until the Contractors cancel it. The first phase of the contract will
    be 4 months or less and the second phase will be 6 months or less. The term of this
    Agreement may be extended by mutual agreement between the parties.
  2. Services
    The Contractors will provide the following services:
    The Contractor will build a project for the Client using John’s General Contractor
    license.
    The Contractors agree to finish the work within the agreed timeline per phase. Any
    delay should be agreed upon by both parties in writing.
  3. Compensation
    In consideration of the license provided by John, John Genito will retain $ 2600 from the
    project revenue after each monthly billing check is received until the last monthly billing
    is complete. The rest of the revenue will go to project costs (subcontractors, insurance,
    office staff, etc.) and the remaining profit will be split equally between: Phillip Kliewer
    and Ed Smith.
  4. Relationship
    The Contractors will provide the Contractor services to the Company as independent
    contractors and not as an employees:
    Accordingly:
     The Contractors agrees that the Company shall have no liability or responsibility
    for the withholding, collection or payment of taxes, employment insurance,
    medical and health insurance premiums on any amounts paid by the Company to
    the Contractor or amounts paid by the Contractor to its employees or contractors.
    The Contractor also agrees to indemnify the Company from any and all claims in
    respect to the Company’s failure to withhold and/or remit any taxes, health
    insurance, employment insurance premiums or pension plan contributions.

 The Contractors agree that in case any liability attaches after the project is
complete, the liability should be transferred to their Company once they have
formed their own company.
 The Contractors agrees that as independent contractors, the Contractors will not
be qualified to participate in or to receive any employee benefits that the
Company may extend to its employees.
 The Contractors are responsible for any accidents that could happen whilst
working at the property and the Contractors waiver their rights and claims against
the Company if any accidents occur.
 The Contractors have no authority to and will not exercise or hold itself out as
having any authority to enter into or conclude any contract or to undertake any
commitment or obligation for, in the name of or on behalf of the Company.

  1. Confidentiality and Intellectual Property
    The Contractors hereby represent and warrant to the Company that it is not party to any
    written or oral agreement with any third party that would restrict its ability to enter into
    this Agreement or the Confidentiality and Proprietary Information Agreement or to
    perform the Contractor’s obligations, hereunder and the Contractors will not, by
    providing services to the Company, breach any non-disclosure, proprietary rights, non-
    competition, non-solicitation or other covenant in favor of any third party.
  2. Termination
    The Contractor relationship contemplated by this Agreement is to conclude when the
    project is complete and when the client has made the last payment. However, the
    contract may be terminated earlier by mutual agreement of both parties.
  3. Dispute Resolution
    Any disputes arising should be solved in good faith between the Parties of this
    Agreement. Any financial disputes will be solved by an attorney chosen by all parties
    and Certified Public Accountant. In case the dispute is not settled by the attorney and
    the Certified Public Accountant, parties agree to submit to the jurisdiction of California
    Courts. Any creative or functional orders of business are 100% reliant on the majority
    owner’s discretion.
  4. Entire Agreement
    This Agreement represents the entire agreement between the parties and the provisions
    of this Agreement shall supersede all prior oral and written commitments, contracts and
    understanding with respect to the subject matter of this Agreement. This Agreement
    may be amended only by mutual written agreement of the party.
  5. Governing Law and Principles of Construction

This Agreement shall be governed and construed in accordance with California law. If
any provision in this Agreement is declared illegal or unenforceable, the provision will
become void, leaving the remainder of this Agreement in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives, effective as of the day and year first
written above.
COMPANY REPRESENTATIVE
Name: John Genito
Signature: ________
Date: _____
CONTRACTORS
Name: Ed Smith
Signature: ________
Date: _____________
Name: Phillip Kliewer
Signature: _______
Date: _______

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