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EXHIBIT 10-34
INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT made as of May 3, 2004 by and between Genesee Corporation, a New
York corporation with offices at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
("Genesee"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, CPA, d/b/a Concorde Accounting and Tax
Services, with offices at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ("Concorde").
WITNESSETH:
WHEREAS, Genesee is in need of professional tax and accounting services from an
independent contractor; and
WHEREAS, the Concorde desires to provide professional tax and accounting
services as an independent contractor to Genesee
NOW, THEREFORE, for and in consideration of this Agreement's mutual covenants,
the parties, each intending to be legally bound, agree as follows:
Section 1. Engagement as Independent Contractor. Genesee engages Concorde, and
Concorde accepts engagement with Genesee as an independent contractor to render
professional tax and accounting services and other related services to Genesee
at times and places as Concorde may from time to time determine. It is agreed
that, in the performance of services under this Agreement, Concorde shall at all
times act as an independent contractor with respect to Genesee, and not as an
employee or agent of Genesee. Nothing contained in this Agreement shall be
construed to create a joint venture, partnership, association, or other
affiliation between the parties, it being specifically agreed that the
relationship is and shall remain that of independent parties to a contractual
relationship as set forth in this Agreement. Genesee shall neither have nor
exercise any specific control or direction over the particular methods by which
Concorde shall perform the services required by this Agreement. Neither party
shall be liable for the debts or obligations of the other. Concorde shall not
have any claim under this Agreement or otherwise against Genesee for retirement
benefits, Social Security, workers' compensation, professional malpractice, or
unemployment insurance benefits of any kind. Concorde will not be treated as an
employee of Genesee for federal, state, or local tax purposes. Genesee will not
withhold on Concorde's behalf any sums for income tax, unemployment insurance,
social security, or any other withholding pursuant to any law or requirement of
any governmental body. All of the payments, withholdings, and benefits, if any,
are Concorde's sole responsibility. Concorde will indemnify and hold harmless
Genesee from any and all loss or liability, including attorney's fees, arising
from its failure to make these payments, withholdings, or benefits, if any. If
the Internal Revenue Service or any other governmental agency should question or
challenge Concorde's independent contractor status, Concorde and Genesee shall
have the right to participate in any discussion or negotiation occurring with an
agency or agencies, regardless of with whom or by whom these discussions or
negotiations are initiated.
Section 2. Concorde's Duties. Concorde shall devote its best efforts to the
interests and affairs of Genesee. Concorde shall not, without Genesee's prior
written consent, engage in any activity that interferes with Genesee's interests
and affairs, directly or indirectly, alone or as an officer, director, employee,
agent, shareholder, partner, or fiduciary. However, without limiting the
preceding sentence, Concorde may provide professional tax and accounting as well
as other services to other individuals, organizations and entities.
Section 3. Reimbursement. Genesee will reimburse Concorde for copying, telephone
and other reasonable out of pocket expenses incurred by Concorde in providing
tax and accounting services to Genesee.
Section 4. Compensation. Genesee will pay Concorde at a rate of $150 per hour
for services rendered by Concorde to Genesee. Concorde agrees to render monthly
statements to Genesee for services rendered and Genesee agrees to pay for such
services within 30 days from receipt of statements from Concorde.
Section 5. Benefits. Concorde shall not be entitled to any benefits and shall
not be entitled to participate in any benefit plan of Genesee.
Section 6. Professional Standards. Concorde represents, warrants, and covenants
that:
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(a) The individuals providing services to Genesee from Concorde will
either be licensed certified public accountants or working under the supervision
and direction of certified public accountants; and
(b) Concorde will observe the highest standards of professional tax
and accounting practice and ethics, and will not engage in any conduct which is
detrimental to Genesee.
Section 7. Termination. This Agreement may be terminated by either Genesee or
Concorde upon 30 days prior written notice. Upon this Agreement's termination,
Genesee shall have no further obligation to Concorde except to pay Concorde for
any unpaid services provided to Genesee by Concorde prior to the termination
date.
Section 8. Notices. All notices required or permitted under this Agreement shall
be in writing and shall be given by personal service or by registered or
certified mail, return receipt requested. Notices by mail shall be addressed to
Concorde's or Genesee's principal office and shall be deemed to have been given
at the time they are placed in the mails with sufficient postage prepaid.
Section 9. Entire Agreement. This Agreement contains the parties' entire
agreement.
Section 10. Amendment. This Agreement may not be amended or revised except with
the written consent of both parties.
Section 11. Assignment. This Agreement may not be assigned by either party
except with the written consent of the other party.
Section 12. Governing Law. This Agreement shall be construed and enforced
pursuant to the laws of the State of New York without regard to any conflicts of
law provision thereof.
Section 13. Separability. The invalidity or unenforceability of any one or more
of this Agreement's terms or provisions shall not impair or affect the validity
or enforceability of the remaining terms or provisions, and this Agreement shall
be construed and enforced as if the invalid or unenforceable term or provision
had not been contained in this Agreement. If any term or provision contained in
this Agreement shall be found to be excessively broad as to duration, scope, or
subject, the term or provision shall be limited and reduced so as to be
enforceable under applicable law.
Section 14. Titles. The titles and captions in this Agreement are for
convenience of reference only and shall not control or affect the interpretation
or construction of any of its terms or conditions.
Section 15. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall
together constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
Genesee Corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - Director
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ CPA, d/b/a
Concorde Accounting and Tax Services
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
