SUBCONTRACTOR AGREEMENT

This Subcontractor Agreement (this "Agreement") is made as of this __________, (the “Effective Date”) by and between Generations Drywall LLC located at 390 Brown Rd, St. Peters, MO 63376 (“Primary Contractor”) and __________________ located at __________, __________, __________ __________ (“Subcontractor”). Primary Contractor and Subcontractor may each be referred to in this Agreement as a “Party” and collectively as the “Parties.”

1. Services. Subcontractor shall provide to Primary Contractor the services as described in Exhibit A attached to this Agreement (the “Services”).

2. Compensation. Inconsideration for Subcontractor’s performance of the Services, Primary Contractor shall pay Subcontractor

3. Term and Termination. Subcontractor’s engagement with Primary Contractor under this Agreement shall commence on ______________________. The Parties agree and acknowledge that this Agreement and Subcontractor's engagement with Primary Contractor under this Agreement shall terminate on __________________.

At the time of termination, Subcontractor agrees to return all Primary Contractor property used in performance of the Services, including but not limited to computers, cell phones, keys, reports and other equipment and documents. Subcontractor shall reimburse Primary Contractor for any Primary Contractor property lost or damaged in an amount equal to the market price of such property.

4. Independent Contractor. The Parties agree and acknowledge that Subcontractor is an independent contractor and is not, for any purpose, an employee of Primary Contractor. Subcontractor does not have any authority to enter into agreements or contracts on behalf of Primary Contractor, and shall not represent that it possesses any such authority. Subcontractor shall not be entitled to any of Primary Contractor’s benefits, including, but not limited to, coverage under medical, dental, retirement or other plans. Primary Contractor shall not be obligated to pay worker's compensation insurance, unemployment compensation, social security tax, withholding tax or other taxes or withholdings for or on behalf of the Subcontractor in connection with the performance of the Services under this Agreement. Nothing contained in this Agreement shall be deemed or construed by the Parties to create the relationship of a partnership, a joint venture or any other fiduciary relationship.

5. Ownership of Work Product. The Parties agree that all work product, information or other materials created and developed by Subcontractor in connection with the performance of the Services under this Agreement and any resulting intellectual property rights (collectively, the “Work Product”) are the sole and exclusive property of Subcontractor. Subcontractor grants to Primary Contractor a limited, non-exclusive license to use the Work Product. The Work Product is to be used only by Primary Contractor, and Primary Contractor may not assign, transfer, lease or sublicense any Work Product to any person or entity without Subcontractor’s prior written consent.

6. Lien Rights and Procedures. The Subcontractor shall have the right to file a mechanic's or materialman's lien on the property where the Services are performed in accordance with applicable state and local lien laws if the Subcontractor does not receive payment for the Services provided under this Agreement. The Subcontractor shall provide the Primary Contractor with all necessary notices required by law and shall comply with all statutory procedures for perfecting and enforcing such lien rights. The Primary Contractor shall have the right to contest the validity or amount of any lien filed by the Subcontractor.

7. Mutual Representations and Warranties. Both Primary Contractor and Subcontractor represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter into or perform this Agreement.

8. Subcontractor Representation and Warranties. Subcontractor represents and warrants that it has all the necessary licenses, permits and registrations, if any, required to perform the Services under this Agreement in accordance with applicable federal, state and local laws, rules and regulations and that it will perform the Services according to the Primary Contractor’s guidelines and specifications and with the standard of care prevailing in the industry.

9. Governing Law. The terms of this Agreement and the rights of the Parties hereto shall be governed exclusively by the laws of the State of __________, without regarding its conflicts of law provisions.

10. Disputes. Any dispute arising from this Agreement shall be resolved through mediation. If the dispute cannot be resolved through mediation, then the dispute will be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.

11. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

12. Assignment. The interests of Subcontractor are personal to Subcontractor and cannot be assigned, transferred or sold without the prior written consent of Primary Contractor.

13. Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, and agreements of the Parties.

14. Amendments. No supplement, modification, or amendment of this Agreement will be binding unless executed in writing by both of the Parties.

15. Notices. Any notice or other communication given or made to either Party under this Agreement shall be in writing and delivered by hand, sent by overnight courier service, or sent by certified or registered mail, return receipt requested, to the address stated above or to another address as that Party may subsequently designate by notice, and shall be deemed given on the date of delivery.

16. Waiver. Neither Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by either Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.

17. Further Assurances. At the request of one Party, the other Party shall execute and deliver such other documents and take such other actions as may be reasonably necessary to effect the terms of this Agreement.

18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first written above.

BY CLICKING THE BUTTON BELOW, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS SUB-CONTRACTOR AGREEMENT.