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Independent Contractor Agreement

This Independent Contractor Agreement (the “Agreement”) is entered into as of the (the “Effective Date”) by and between
Modrok Roofing & Development PLLC (the “PLLC”) and (the “Contractor”). PLLC and Contractor are each at the times referred to herein as a “Party” and collectively as the “Parties”.

Whereas, PLLC and it’s direct affiliates are in the business of Real Estate, Consulting, Repairs, Construction, Bookkeeping, Bitcoin Mining, Roofing,
Estimating, and additional services; and Whereas, the Contractor is experienced in providing the services mutually agreed upon to business as set forth with examples on the signature page; and

Whereas, PLLC desires to engage the Contractor as an independent contractor of the PLLC for the purpose of the services outlined on the attached
schedules, and upon the terms and conditions set forth below; and the Contractor agrees to become engaged as an independent contractor of PLLC in accordance
with the terms of this Agreement.

Now, therefore, in consideration of the mutual promises and benefits contained herein, the Parties hereby agree as follows:

Statement:
It is PLLC’s policy to provide equal opportunities without regard to race, color, religion, sex, national origin, ancestry, age, order of protection status,
marital status, physical or mental disability, military status, sexual orientation, pregnancy, gender identity, unfavorable discharge from military service, or familial
status, to all qualified Individuals. This policy applies to all areas of job assignment, transfer, compensation, discipline and discharge. PLLC abides by all federal,
state and local laws regarding hiring practices, including, but not limited to the Americans with Disabilities Act.

1. ENGAGEMENT AND SERVICES OF CONTRACTOR.
1. 1.1. ENGAGEMENT OF CONTRACTOR. PLLC engages the Contractor as an independent contractor to perform the services set forth on Schedule A and as may be amended from time to time pursuant to the Parties’ mutual agreement in writing.
2. 1.2. SERVICE OF CONTRACTOR. In connection with this engagement, the services of the Contractor (the “Services”) are set forth on Schedule A and as amended from time to time in writing by mutual agreement of the Parties.
3. 1.3. PLLC’s OBLIGATIONS. During the term hereof, PLLC shall provide Contractor such relevant information and shall respond to Contractor’s reasonable requests to assist the Contractor with the performance of the Services.
2. NATURE OF RELATIONSHIP.
1. 2.1. STATUS AS AN INDEPENDENT CONTRACTOR. PLLC and Contractor acknowledge and agree that it is their intent that Contractor be an independent contractor, and not an employee of PLLC. In this regard, the parties hereto each acknowledge and agree as follows:
  1. 2.1.1. During the term of this Agreement, Contractor shall report to PLLC, or to such other person(s) as may be from time to time designated by PLLC. Contractor is free to perform the Services required of Contractor hereunder by any means selected by Contractor, subject only to the limitation that Contractor does not violate any of the other terms and conditions of this Agreement.
  2. 2.1.2. PLLC shall not be obligated to offer training to Contractor, nor shall Contractor be obligated to attend any training offered by PLLC.
  3. 2.1.3. Contractor may hire, at its sole expense, such assistants as Contractor may deem appropriate and qualified for the carrying out of Contractor’s obligations hereunder. Contractor shall be solely responsible for the supervision of such assistants and the work performed thereby, and PLLC shall have no direct control over such assistants. PLLC will not establish any set hours associated with the performance of Contractor’s Services hereunder.
  4. 2.1.4. Contractor shall remain free to determine in its in its discretion where and when the Services to be performed hereunder shall be accomplished.
  5. 2.1.5. PLLC shall not be obligated to reimburse or otherwise compensate Contractor for any business or travel related expenses incurred by the Contractor in the performance of its Services hereunder. Contractor shall be solely liable for all such business and travel related expenses.
  6. 2.1.6. Subject to the restrictions set forth in Section 3 herein below, the Contractor shall at all times remain free to perform during the term of this Agreement substantially similar services to those set forth herein for persons or entities unrelated to PLLC.
  7. 2.1.7. Contractor’s access to PLLC facilities shall be at the sole discretion of PLLC.
  8. 2.1.8. Contractor shall maintain all required insurance associated with the performance of its Services, including but not limited to Workers Compensation for all its employees. Contractor shall provide certificates of insurance as may be required by PLLC from time to time.
2. 2.2. FICA TAX. Contractor will not be treated as an employee for any purpose, including, but not limited to, the payment of FICA tax. However, in the event a determination is made by any governmental authority that FICA tax should be paid as to Contractor, Contractor shall remain solely entitled to any refund as a result of Contractor have paid self-employment tax, but Contractor will reimburse PLLC for an amount equal to the amount of self-employment tax paid by Contractor plus one-half (½) of any and all additional liability of PLLC associated therewith. The obligations of Contractor under Section 2 may be offset by PLLC against any amounts owed to Contractor.
3. RESTRICTIVE COVENANTS / OWNERSHIP OF PROPERTY.
1. 3.1. CONFIDENTIAL INFORMATION. The Contractor agrees, during the Term and thereafter, to hold in strictest confidence, and not to use, except for the benefit of PLLC, or to disclose to any person, firm, corporation or entity without the prior authorization of PLLC, any Confidential Information of PLLC. For purposes hereof “Confidential Information” shall mean any of PLLC’s proprietary information, technical data, trade secrets, or know-how, including, but not limited to, research, plans, products, services, customer lists, markets, software, developments, inventions, processes, marketing, finances, or other business information disclosed to the Contractor by PLLC, either directly or indirectly. The Contractor may use the Confidential Information to the extent necessary for negotiations, discussions, and consultations with PLLC personnel or authorized representatives or for any other purpose PLLC may hereafter authorize.
2. 3.2. NON-SOLICITATION OF CUSTOMERS, CUSTOMER PROSPECTS, VENDORS, OR EMPLOYEES. Contractor agrees that during the Term of this Agreement and for a period of twelve (12) months after the termination of this Agreement, regardless of the reason for the said termination (the “Restricted Period”), the Contractor shall not, directly or indirectly:
  1. 3.2.1. Solicit or attempt to solicit any business from, or sell products or services to, any PLLC Customer that Contractor serviced or to which Contractor became introduced during the term hereof. For purposes of this Section 3.2, “PLLC Customer” shall mean a customer or prospective customer from which PLLC solicited business, sold or provided products or services, or with which Contractor had contracts on behalf of PLLC or any of its affiliated companies, at any time during the term hereof.
  2. 3.2.2. Disrupt, attempt to interfere with or cause the disruption of the present or future (up to the time of termination of this Agreement) relationships between PLLC and its vendors; or
  3. 3.2.3. Induce or attempt to induce any existing or future employees of PLLC to leave such employment.
3. 3.3. PLLC’S RIGHTS UPON BREACH. Contractor and PLLC each acknowledge that the breach of this Agreement, or any terms of this Section 3, would cause PLLC to suffer irreparable harm and that it would be impossible to calculate with any degree of certainty the damage to be suffered. Therefore, both agree to the entry of an order by the Circuit Court of Winnebago County, Illinois, restraining Contractor from undertaking conduct which violates the provisions of this Agreement, without the requirement of bond. The right to injunctive relief shall be without prejudice to any other right or cause of action which may be available to PLLC.
4. 3.4. REASONABLENESS OF COVENANTS.. Contractor and PLLC each agree that the covenants and restrictions contained in Section 3 are reasonable in scope and duration and are intended to protect the valuable interests of PLLC, as well as to induce PLLC to enter into this Agreement with Contractor. The Parties agree that the consideration is adequate and that this Agreement has been the result of arms’ length negotiations. In the event enforcement of any provision of this Section 3 is denied, such provision shall be deemed modified to restrict Contractor’s competition with PLLC to maximum extent allowed in both time and geography.
5. 3.5. SURVIVAL. The Parties agree that the provisions of this Section 3 shall survive termination of this Agreement.
6. 3.6. EXTENSION OF RESTRICTIVE COVENANTS. Upon the violation of any of the covenants set forth in Section 3 herein above, the non-solicitation or non-competition periods set forth therein, as applicable, shall be extended by a time equal to the period beginning when the violation commenced and ending when the activities constituting the violation terminated.
4. COMPENSATION.
1. 4.1. AMOUNT AND TIMING OF PAYMENT. In consideration for the performance of its Services and its compliance with the terms and conditions hereof, PLLC shall pay to Contractor the sum set forth in Schedule A and as amended from time to time by mutual written agreement of both Parties.
5. TERM/MODIFICATION.
1. 5.1. TERM. Subject to the terms of Section 5.1, this Agreement shall become effective as of the Effective Date and will continue until the Services required under Schedule A are fully performed by Contractor, or until terminated at will by PLLC.
2. 5.2. TERMINATION FOR CAUSE. Notwithstanding anything to the contrary set forth herein, this Agreement may be terminated by PLLC immediately “for cause” upon the occurrence of any of the following events:
  1. 5.2.1. Misconduct by Contractor that materially and adversely affects it ability to perform its duties under this Agreement or materially and adversely affects PLLC, as determined by PLLC in good faith;
  2. 5.2.2. Theft, embezzlement or misappropriation by Contractor of any property of PLLC;
  3. 5.2.3. Any conviction of Contractor for a crime involving moral turpitude, fraud, embezzlement or theft; or
  4. 5.2.4. A breach by Contractor of any material provision of this Agreement including timely performance of the Services set forth in Schedule A, that continues uncured for a period of fourteen (14) days after written notice has been given to Contractor specifically identifying such breach.
6. FREEDOM TO CONTRACT.
1. 6.1. NO RESTRICTIONS. Contractor warrants that Contractor is under no contractual prohibition which would prevent Contractor from entering into this Agreement and complying with all provisions hereof to their fullest extent. Upon such a termination for breach of warranty of this Section 6.1, Contractor shall remain bound by the non-disclosure and non-compete provisions of this Agreement.
2. 6.2. INDEMNITY/HOLD HARMLESS. Contractor shall defend, indemnify, and hold PLLC harmless, including the payment of all attorney’s fees and costs, from any liability or claims resulting or relating to Contractor’s (i) prior employers or associates involving non-disclosure and/or non-compete agreements or otherwise, (ii) breach of this Agreement, and (iii) taxes and consequential damages arising from any third party determination that Contractor is not an independent contractor for tax purposes.
7. MISCELLANEOUS.
1. 7.1. AMENDMENTS. The provisions of this Agreement may be waived, altered, amended, or repealed, in whole or in part, only with thewritten consent of all Parties hereto.
2. 7.2. TOOLS AND EQUIPMENT. Contractor is required to provide all tools and equipment necessary to complete any service. If Contractor purchases personal tools or equipment with PLLC’s funds then the Contractor/PLLC relationship may be terminated and the Contractor may be prosecuted for the amount of the tool or equipment plus damages.
3. 7.3. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the Parties to it and their respective heirs, legal representatives, successors, and assigns.
4. 7.4. SEVERABILITY. It is intended that each provision of this Agreement be viewed as separate and divisible; and if any provision it held to be invalid, the remaining provisions hereof shall continue in full force and effect.
5. 7.5. OWNERSHIP OF PROPERTY. Contractor acknowledges and agrees all accounts maintained by PLLC in connection with customers or clients of PLLC are owned by PLLC, and all customer lists, pricing information and records related thereto are and shall be the sole property of PLLC. Upon termination or expiration of this Agreement, Contractor will deliver to property of PLLC. Upon termination or expiration of this Agreement, Contractor will deliver to PLLC all tangible displays and repositories or processes, records of customers or potential customers, proposals, reports, customer lists, memoranda, computer disks, software and programming, budgets and other financial information, and other material or records or writings of any other type, including copies thereof, made, used or obtained by Contractor in connection with the performance of its Services.
6. 7.6. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with and governed by the laws of the State of Illinois. Any lawsuits filed in connection with this matter shall be filed exclusively in the Circuit Court for the 17th Judicial Circuit, Winnebago County, Illinois, and the Parties submit to jurisdiction of the said Court, and waive any defences or objections to the jurisdiction or venue of said court.
7. 7.7. ATTORNEY’S FEES. In the event of any disagreement or litigation involving any alleged breach of any covenant or term of this Agreement, PLLC shall be entitled to his reasonable attorneys’ fees and costs incurred in conjunction therewith including enforcing this Agreement.
8. 7.8. GOOD FAITH. The Parties agree to cooperate with each other in good faith to facilitate the performance of the terms and provisions of this Agreement. No party shall make disparaging commentary of engage in any act or omission, the effect of which would hamper, damage, or otherwise detrimentally affect the business prospects, reputation, and client relations of the other Party contrary to the intended purposes of this Agreement.
9. 7.9. COUNTERPARTS / ELECTRONIC SIGNATURES. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.
10. 7.10. ENTIRE AGREEMENT. This Agreement, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral between the Parties.

Engagement of Contractor. PLLC engages the Contractor as an independent contractor to perform the services mutually agreed upon by both parties. These services include, but are not limited to:

Amount and Timing of Payment. In consideration for the performance of its Services and its compliance with the terms and conditions hereof, PLLC shall pay to Contractor after Contractor has provided PLLC with a detailed invoice of services performed and the rate of such services. Invoices should be emailed to PLLC at ryan@modrokconstruction.com on a weekly basis on Thursdays and will be paid on Fridays, unless otherwise discussed and agreed upon.

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Signed by Ryan Petway
Signed On: April 8, 2025

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April 7, 2025 1:33 pm CDT

Independent Contractor Agreement Uploaded by Ryan Petway - ryan@modrokconstruction.com IP 98.63.65.126