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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 16 West
Main Street, Rochester, New York 14614
("Genesee"), and Steven M. Morse, CPA,
d/b/a Concorde Accounting and Tax
Services, with offices at 11 Fiddlers
Hollow, Penfield, New York ("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 oc
