draft CONSULTING AGREEMENT COVERING: NON-DISCLOSURE, LIMITED CONSULTANT LIABILITY, AND INTELLECTUAL PROPERTY

Date: ______________________________

Between Michael Bobak (CONSULTANT) and the CUSTOMER: ____________________________________

1. The CONSULTANT agrees to make his best effort in performing work for the CUSTOMER. The CONSULTANT expects the CUSTOMER to assign fine grained work tasks (for example: software design, coding, mentoring, and documentation) using email while the CONSULTANT and CUSTOMER are working together. The CONSULTANT maintains a detailed daily work log that is provided to the CUSTOMER. If any defects are found in any code written by the CONSULTANT for the CUSTOMER, then CONSULTANT will make all reasonable efforts to fix any defects and the CUSTOMER pays for this new work at the same hourly rate as the original work. The intension of both the CONSULTANT and the CUSTOMER is to work together in a flexible way at the direction of the CUSTOMER. The agreement between CONSULTANT and CUSTOMER is an "at will" agreement, cancelable by the CUSTOMER at any time and cancelable by the CONSULTANT given two weeks notice.

2. The CUSTOMER owns all rights to software that the CONSULTANT develops for a consulting fee for the CUSTOMER once the CUSTOMER has paid the CONSULTANT for the work. This excludes any 3rd party software components that are used (either commercial components provided by the CUSTOMER or any freely available open source or public domain software that the CUSTOMER and CONSULTANT agree to use).

3. Both the CONSULTANT and CUSTOMER agree that the CONSULTANT functions as a with limited liability: the CONSULTANT's legal liability for any individual fine grained task is limited to the amount of money paid to the CONSULTANT to perform that fine grained task. Any problems relating to a task should be reported to the CONSULTANT promptly.

4. Both the CONSULTANT and CUSTOMER agree to take all reasonable precautions for safeguarding each others intellectual property.

5. The CUSTOMER agrees to pay the CONSULTANT's invoices promptly on receipt. A delay in payment of more than 15 days will result in a suspension of work activities until payment is received.

Signed: Michael Bobak: _____________________________

Signed: CUSTOMER: _____________________________