For good and valuable consideration, the receipt and sufficiency of which is hereby established, the undersigned “Seller” and “Genesis Home Pro, Inc.” (GHP), also known as “Parties” hereby enter into this “Independent Contractor Agreement” (Agreement). This Agreement constitutes the terms of certain services to be provided by Seller to GHP during this Agreement.
DEFINITIONS. “Confidential Information” means any present or future information belonging to the GHP that pertains to the business, GHP developed by Seller or by other employees, contractors, or agents, that is confidential or proprietary in nature, and that is not generally known in the public domain. Confidential Information includes, without limitation, information regarding the finances, financial condition, operations, business plans, business opportunities, purchasing activities, suppliers or potential suppliers, costs of materials, pricing, margins, sales, markets, marketing strategies, plans and ideas, customers, customer lists, customer agreements, customer purchases, customer documents, potential customers, employees, employee compensation, technical data, research, product plans, products, methodologies, services, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, Trade Secrets, Confidential Materials, Employment Inventions, Intellectual Property, or any other confidential business information of GHP that is disclosed to or obtained by Parties, directly or indirectly, whether in writing, orally, by observation or electronically (through email, computer disk, DVD, CD-ROM, or other electronic means). “Confidential Materials” means any tangible medium containing Confidential Information, including but not limited to paper, electronic or magnetic media, prototypes, products, and other materials. “Employment Inventions” means any Invention or part thereof conceived, developed, reduced to practice, or created by an Employee of GHP which is: (i) conceived, developed, reduced to practice, or created by the Employee: (1) within the scope of the Employee’s employment with GHP; (2) on GHP time; or (3) with the aid, assistance, or use of any of property, equipment, facilities, supplies, resources, or Intellectual Property; (ii) the result of any work, services, or duties performed by the Employee for GHP. (iii) related to the industry or trade of GHP; or (iv) related to the current or demonstrably anticipated business, research or development of GHP “Intellectual Property” means any and all patents, copyrights, trademarks, service marks, trade secrets, know how, technology, ideas, or computer software belonging to GHP or its affiliates. “Inventions” means any and all inventions, products, formulations, discoveries, ideas, developments, improvements, technology, know-how, products, devices, structures, equipment, processes, methods, techniques, formulas, trade secrets, texts, research, program, software, computer programs, source codes, data, designs, works of authorship, and or other materials, whether or not published, patented, copyrighted, registered or suitable therefore, and all intellectual property rights therein, to the extent they relate to GHP past, present, future, or anticipated business, research, development or trade. “Restricted Period” means the period of time beginning with the date the Parties begin their employment with GHP and ending twenty-four (24) months after the date the Seller left his or her employment with GHP. “Trade Secrets” means information, including a formula, pattern, compilation, program, device, method, and ending twenty-four (24) months after the date the Seller left his or her employment with GHP. “Trade Secrets” means information, including formula, pattern, compilation, program, device, technique, or process that (i) derives technique,
technique, or process that (i) derives independent economic value, actual or potential, from not being an independent economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure. (h)
“Termination Date” means the earlier to occur of: (i) the sixtieth (60th) day after Seller provide written notice to GHP of Seller’s desire to terminate this Agreement; or (ii) the day upon which GHP provides written notice to Seller of GHP’s desire to terminate the Agreement. (j) “Solar Installation” means a completed and active residential solar installation, including all proper permits, and the completion of all necessary inspections, permissions, grid connections, and electric generation monitoring.
1. PARTIES RELATIONSHIP. Seller represents and agrees that Seller is not an employee of GHP for Federal Income Tax purposes, but instead is an “Independent Contractor” as defined in IRS Publication 15A. Accordingly, Seller represents and agrees that Seller is solely responsible for the timely payment of all taxes for any amounts paid to Seller under this Agreement including, but not limited to, all federal, state, provincial or local taxes. Seller further represents and agrees that GHP is under no obligation to withhold any amounts for taxes for Seller or to inform Seller of any tax obligations, prepare any tax reports, or transfer any amounts for taxes. Seller represents and agrees that this Agreement is not, and shall not be construed as, an offer or contract of employment for any period, an offer or guarantee of future employment, or an offer or guarantee of a future contractual relationship.
2. SERVICES. Seller, who is to perform the services set forth in this Agreement, and more fully detailed in Addendums A, B, C of this Agreement, agrees to be responsible for such services as are commensurate with and required by such position and any other services as GHP may assign or delegate to Seller from time to time.
3. COMPENSATION. The compensation that Seller shall receive for Seller services may be modified by GHP upon notice to Seller. Seller shall only be entitled to compensation for services performed pursuant to this Agreement and agrees that any chargebacks can be debited from Seller’s bank account. Seller shall not be entitled to any compensation other than what is set forth in this entire Agreement and the Addendums A, B, C.
4. TERM. This agreement will commence on the date this Agreement is signed and will continue for 12 months. This agreement will automatically renew for the following 12 months at the same terms unless there is an amendment that is agreed upon by both GHP and Seller. Seller and/or GHP may terminate this agreement at any time.
5. POLICIES AND PRACTICES. Seller agrees to abide by all GHP’s rules, regulations, handbooks, manuals, training, policies, practices and procedures, including, but not limited to, those Policies set forth in the Agreement and Addendums A, B, C with compensation and fees subject to change without notice. GHP in its sole discretion, may from time to time amend, modify, or revise its rules, regulations, handbooks, manuals, policies, practices and procedures. Seller acknowledges that Seller has received, reviewed and understand the provisions in the Energy Assessor’s Script and Independent Contractor Agreement.
6. INSURANCE AND INJURIES. The Seller acknowledges the obligation to obtain all the appropriate insurance coverage for the Seller’s medical, dental, vision, workman’s compensation and general liability insurance. All insurance payments must be paid by Seller. Seller waives any rights to recovery from the Recipient for any injuries that the Seller and/or Seller’s employees or agents, if any, may sustain while performing services under this Agreement .
7. INDEMNIFICATION. The Seller agrees to indemnify and hold harmless the Recipient from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against the Recipient that result from the act or omissions of the Seller, the Seller’s employees or agents, if any.
8. CODE OF CONDUCT. Seller agrees to be honest and ethical in all of Seller’s dealings. If a customer complained or cancels an account because of Seller alleged dishonest, unethical, or improper conduct, or because of an alleged violation of any of GHP’s policies and procedures, Seller represents and agrees that GHP may terminate this Agreement. Seller further represents and agrees that Seller will be liable and responsible to GHP for any and all fines, damages, and attorney's’ fees and costs incurred by GHP as a result of any dishonest, unethical or improper conduct by Seller or because of any violation by Seller of any of GHP’s policies and procedures. Seller shall faithfully, and to the best of Seller’s ability, perform all of the services and duties required under the expressed or implicit terms of this Agreement, all to the satisfaction of GHP.
9. LICENSING. Seller agrees and represents that Seller will complete all necessary licensing applications, submit all necessary applications or forms before performing any services for GHP where required, and will provide accurate and truthful information on all applications for licensing and to any governmental door to door permit, or other requirements for the performance of Seller’s services under this Agreement and any fine or penalty for failure by Seller to obtain any license, soliciting permit, canvassing door to door permit, or other requirements is the sole responsibility of the Seller. Seller’s failure to obtain any license or permit necessary or required for Seller to perform services under the terms of this Agreement can result in the immediate termination of this Agreement.
10. ATTENDANCE: Seller is able to select their own workdays and hours. However, Seller is required to attend any mandatory trainings and/or meetings. Seller understands and agrees that Seller is not entitled to any additional compensation for working Holidays and there is no compensation paid for trainings and/or meetings.
11. ADVERTISING: Parties have permission to publicize GHP and its products/services on their social media, accounts. Any products printed, such as business cards, brochures, banners, flyers or social media postings must be paid for by Seller and approved by GHP management.
12. CUSTOMER CRITERIA: 1. Credit Score: GHP requires each new customer to undergo a credit check. Customers, in most cases, must qualify through outside financing. 2. Amendment Policy: GHP may change any and/or all the Policies & Criteria outlined in this attachment at any time. Any changes will be available for review by Seller in the Sales Office. 3. Media Policy: All requests from the media for information regarding GHP, employees, customers, policies, internal communications, sales processes, etc. must be directed to GHP Management. Seller and all other personnel who are asked by a reporter to comment on any matters relating to GHP shall respectfully decline comment and direct all questions to GHP Management. GHP recognizes the valuable role media plays in disseminating news to the public as well as others that follow our industry closely. Coordinating responses to questions from news media will ensure that the information provided is accurate and consistent. Failure to comply with this policy will result in disciplinary action, including, but not limited to, termination.
13. PARTIES’ POSITION: a. Seller is not an equity owner or partner of GHP. b. GHP’s business model allows for growth, development, and promotion within the company based on Seller’s performance.
14. TERMINATION OF AGREEMENT. Seller agrees that this Agreement may be terminated as follows: a. Termination by Seller. If Seller terminates this Agreement for any reason prior to the end of the Sales Program Term, Seller agrees and understands that Seller may not be entitled to any Earnings subsequent to Seller termination of this Agreement, regardless of whether Seller would have been eligible or entitled to such Earnings had Seller not terminated this Agreement prior to the end of the term. GHP will hold all compensation until the projects are fully completed in the case that there might be a “charge back” on a project. b. Termination of Agreement by GHP for cause. If GHP terminates this Agreement for cause, Seller agrees and understands that Seller will not be entitled to any Earnings subsequent to said termination and will forfeit any and all compensation, bonuses or incentives. “Cause” shall include (i) commission of a crime involving moral turpitude, theft, fraud or deceit, (ii) conduct which brings GHP, or any of its related entities into public disgrace or disrepute, including, but not limited to, being arrested for a crime, (iii) Seller’s death, (iv) voluntary termination of this Agreement, (v) violation of GHP’s rules, regulations, handbooks, scripts, manuals, policies, practices, procedures, including any provision in this Agreement, (vi) falsification of any and all GHP forms, paperwork, applications, and documents (vii) failure to perform any of Seller’s obligations under this Agreement, or (viii) failure or inability to obtain any necessary or required insurance, license(s) or permit(s), (ix) defamation of character of GHP or any other of GHP’s employees, customers, or agents by Seller. (x) if Seller is found to have used an appointment given to them by GHP to close a deal with another solar company or found to have sold the lead. Seller will source and generate his or her own leads through various lead generation strategies. Seller may receive leads from time to time from GHP; however, Seller is not entitled to receive such leads and GHP is not obligated to give Seller any leads. Seller must maintain the volume standard of at least a minimum of four closed solar deals per month. c. Termination of Agreement by GHP without cause. If GHP terminates this Agreement other than for cause, Seller will agree and understands that Seller’s eligibility for Earnings, on Seller’s own sales, that have not been received will not be affected and the payment of those Earnings to Seller will be governed by this Agreement as though Seller worked the entire term. It is agreed that if Seller violates any provision(s) of this entire Agreement, Seller will forfeit all Earnings and GHP will be entitled to receive financial damages from Seller. During the term of Seller’s Agreement, and thereafter, Seller shall not make any disparaging remarks, or any remarks that could reasonably be construed as disparaging, regarding GHP, its subsidiaries, or its or their officers, directors, employees, stockholders, representatives, or agents.
15. AMENDMENTS. No supplement, modification, amendment, or waiver of the terms of this Agreement shall be binding on GHP hereto unless executed in writing by GHP. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in writing. Any failure to insist upon strict compliance with any of the terms and conditions of this Agreement shall not be deemed a waiver of any such terms or conditions.
16. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third day after being deposited in the United States mail, postage paid, addressed as follows:
GHP: 2232 Dell Range Blvd., Ste. 245, Cheyenne, WY 82009
Seller: Address listed on Seller’s W-9
17. SEVERABILITY. This Agreement supersedes all prior agreements, written or oral, between Seller and GHP concerning the subject matter hereof. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
18. CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT. (a) Covenant to Safeguard Confidential Information. In connection with Seller’s services hereunder, Seller may receive or have access to Confidential Information, including Trade Secrets, and Confidential Materials. Seller acknowledges and agrees that: (i) All Confidential Information shall remain the sole property of GHP; (ii) All Confidential Information belonging to GHP is valuable, special and unique to GHP’s business, that GHP’s business depends upon such Confidential Information, and that GHP wishes to protect such Confidential Information by keeping it confidential for the use and benefit of GHP; (iii) Parties shall keep all Confidential Information confidential and will not, without the prior written consent of GHP’s President or General Counsel, disclose (whether directly or through some other person or entity), in whole or in part, and will not use such information, directly or indirectly, for any purpose other than as expressly allowed by GHP. (iv) Seller shall not use GHP’s Confidential Information for Seller’s direct or indirect benefit or for the direct or indirect benefit of any person or entity other than GHP. (v) Seller shall not aid, encourage, or allow any other person or entity to use GHP’s Confidential Information without authorization; (vi) Seller shall use reasonable and diligent efforts to protect the confidentiality of GHP’s not aid, encourage, or allow any other person or entity to use GHP’s Confidential Information without authorization; (vi) Seller shall use reasonable and diligent efforts to protect the confidentiality of GHP’s Confidential Information; (vii) Seller shall use GHP’s Confidential Information solely to fulfill the duties of Seller’s employment relationship with GHP and not otherwise to use such information for Seller’s benefit or the benefit of others; (viii) Seller shall not use, view, or access Confidential Information where it can be seen or viewed by unauthorized persons, and not to leave such information or materials where they can be seen or accessed by unauthorized persons;
19. NONSOLICITATION. In the event of termination of Seller’s employment with GHP, with or without cause, and for a period of two (2) years from the date of termination of employment, Seller will not directly or indirectly engage in the following conduct, nor will Seller aid, abet, assist, encourage, or influence others to do so: (a) Induce or attempt to induce, solicit or attempt to solicit, or encourage or attempt to encourage, in any capacity, on Seller’s behalf or on behalf of any other firm, person, or entity, any current or former customer of GHP (herein defined as “GHP Customer”) to terminate their contract with GHP or any other entity, or to allow their contract to be cancelled, not renewed, or (b) any current or former Seller, employee, or contractor of GHP to terminate their relationship with GHP or work for an entity that competes with GHP. (c) Seller acknowledges and agrees that the names, addresses, product specifications, and information regarding GHP Customers and GHP. Seller and employees constitute Proprietary Information and that the sale or unauthorized use or disclosure of this or any other Proprietary Information that Seller obtained during the course of this Agreement would constitute unfair competition. (d) Seller promises not to engage in any unfair competition with GHP either during the term of his/her
employment or at any time thereafter.
20. ENTIRE AGREEMENT. This Agreement, together with all of the Exhibits and Addendums referenced herein and attached hereto, represents the entire agreement between the parties pertaining to the subject matter hereof, and supersedes all prior representations and agreements, whether oral or written, pertaining to the subject matter hereof, and cannot be modified, changed, waived or terminated except by a writing signed by the Seller. All terms subject to change without notice. No course of conduct or trade custom or usage will in any way be used to explain, modify, amend or otherwise construe this Agreement.
21. CHOICE OF LAW, JURISDICTION AND VENUE. The Seller understands that GHP is formed as a corporation in the state of Wyoming and agree that this Agreement shall be construed in accordance with, and governed by the laws of Laramie County, in the State of Wyoming, without regard to the application of conflicts of law principles.
22. BINDING ARBITRATION. The parties agree that all claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in Laramie County, in the State of Wyoming. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all decisions. Any such arbitration shall be conducted by an arbitrator experienced in contract law for Seller’s Independent Contractors and shall include a written record of the arbitration hearing. An award of arbitration may be confirmed in a court of competent jurisdiction.
23. SUCCESSORS IN INTEREST. This Agreement shall be binding upon and inure to the benefit of the successors or assigns of GHP.
24. HEADINGS. The headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.
EXHIBIT 1 - SELLER’S EXPENSES
Seller is responsible for paying for their business expenses such as printing cost of their own signs, banners, business cards, printed material, social media, and advertising costs. Seller agrees to provide and pay for Seller’s own transportation, vehicle insurance, repairs, fuel for travel to any assigned sales program area and to always maintain a valid driving license and sufficient valid vehicle insurance.
EXHIBIT 2 - COMPENSATION
A. The Recipient will pay compensation to the Seller for their services as follows:
B. $400 to $650 per each closed security deal depending on which package is sold.
C. $250 per kw compensation for solar deal if GHP gives appointments.
D. $350 per kw compensation for solar deal if self-generated.
E. $25 per kw compensation override on Seller’s Team developed by Seller, plus compensation for Seller’s own closed deals.
F. Solar compensation is only for solar, there is no compensation for reroof, HVAC, insulation, air duct sealing, windows, attic fan, radiant barrier, water purification, or other Adders.
G. Seller will receive M1 (milestone 1) draw in amount of $600 for closed solar deal.
H. Seller may not close deals below Override Base Price per watt of $4.0 before lender finance fees if customer is receiving Security Rebate of $3,000 and $3.70 if customer is not receiving Security Rebate of $3,000.
I. With the Adders for the Attic Fan, Nest Thermostat, Air Duct Sealing, the SOLAR OFFSET should not be under 65%.
J. Payment for security is paid on the second Friday after the installation.
K. M1 for solar is paid on the second Friday after the site survey is completed.
L. If there are closed deals with cancellations for any reason, then security compensation and solar M1 and M2 compensation will be charged back from Seller.
M. Final M2 (milestone 2) solar compensation to Seller will be paid on the second Friday after the solar system is installed, GHP is paid by the lender with the M1 draw deducted.
N. Security and M1 or M2 compensation is sent out by ACH bank transfer on Friday and Seller may receive the payment the next day Saturday or the next Monday depending on Seller’s bank’s policy.
O. To receive compensation, all Seller’s documents must be completed and signed, including Independent Contractor Agreement, W9 Form, Bank Authorization and copies of Seller’s driving license and social security card must have been received by GHP.
10 kw system x $350 per kw for Seller self gen = $3,500
10 kw system x $250 per kw for Seller when GHP gives appointment = $2,500
10 kw system x $25 per kw for Seller override on their own Team’s closed deals = $250
ADDENDUM B - ADDER FEES
SOLAR SYSTEM ADDERS
Overhead Service Relocation $3,500 Service rebuild on same structure within 25' of original entrance
MPU = Main Panel Upgrade $1,750
Sub Panel Replacement $750
Main Breaker Kit $500 Line
Line Side Tap $750
Replace Breakers with Arc Fault $100 Per breaker
Additional Electrical Work Price based on complexity of work as priced
Solar Specific Flat Roof .35 ppw / Metal Roof .05 ppw / Tile Roof .28 ppw
Inverters with Enphase .08 ppw /
Ground Mount .45 ppw
Concrete Trenching $80/ft Dirt Trenching $25/ft
Attic Run (3 or fewer arrays $0 / through a single attic space with approved roofing types
Attic Run (4 or more) $200 Per array
Small system under 5 kw is $1,500
Change Order $350
Structural Engineer Stamp $100
Structural & Electrical Engineer Stamp $200
Added cost for permits, applications and similar fees exceeding budget on a case by case basis
Permitting Budget $300
TDI (Texas Department of Insurance) Windstorm Insurance when required $800
HOME IMPROVEMENT ADDERS
Attic Fan $800
Re-Roof Estimate + $500 + additional commission Seller wants
Radiant Barrier - Small $3,000 Up to 5,000 sf
Radiant Barrier - Large $4,000 Over 5,000 sf house
Insulation $2,500 for medium house, $3,500 for large house
Tree Trimming Cost plus 20%
Sheetrock, Masonry, etc. Cost plus 20%
Water Systems Cost plus $500
Back-Up Power Enphase IQ8 Sunlight Back Up - Small $4,500 (20-34 modules) Critical Load Panel ONLY
Enphase IQ8 Sunlight Back Up - Large $5,500 (35-52 modules) Critical Load Panel ONLY
Encharge 10 $15,500 Critical Load Panel ONLY
Encharge 30 $31,500 Whole Home Back Up
Generator Generac $15,500 Guardian 22kW Standby with wi-fi
HVAC: 5 Ton, 16,000 SEER AC $10,000
ADDENDUM C - COMPENSATION REQUIREMENTS:
Compensation will be paid by transfer of ACH bank deposit. Seller must provide the following:
A. Signed/completed W9 form and copies of Seller’s driving license and social security card.
B. Signed Banking Authorization including bank name, legal name on bank account, routing, account number, savings account or checking account to receive payment by ACH.
C. Signed/completed Independent Contractor Agreement.
BY SIGNING THIS AGREEMENT: Seller acknowledges that Seller has carefully read and fully understands all of the provisions of this Agreement and Addendums and that Seller is voluntarily entering into this Agreement.