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:

  • 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.

  • 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.

  • 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. 

  • Relationship

The Contractors will provide the Contractor services to the Company as independent contractors and not as an employees:


  • 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.


  • 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.

  • 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.

  • 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. 

  • 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.

  • 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.


Name: John Genito 

Signature: ____________________

Date:  _________________


Name: Ed Smith

Signature: ____________________

Date: _________________________

 Name: Phillip Kliewer 

Signature: ___________________

Date: ___________________

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