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

Date: ______________________________

Between Mark Watson (a limited liability 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 limited liability consultant: 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. CONSULTANT agrees to hold CUSTOMER's proprietary information in strict confidence and shall not disclose any proprietary information to any third party. Proprietary information includes any technical and business information that is not in the public domain. Both the CONSULTANT and CUSTOMER agree to take all reasonable precautions for safeguarding each others intellectual property.

5. Both the CONSULTANT and CUSTOMER understand that in any project there is some legal risk of infringing on a copyright, patent, trade secret, or other proprietary right held by any third party. The CUSTOMER accepts any liability for infringing on third party property right for any work the CONSULTANT performs for the CUSTOMER. The CONSULTANT will work with the CUSTOMER to avoid any infringement of third party property rights. When working for the CUSTOMER, the CONSULTANT will not use any working materials that he knows infringe on third party property rights.

6. 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.

7. Upon termination of this agreement and at CUSTOMER's request, or at any time at CUSTOMER's request, (i) CONSULTANT shall at CUSTOMER's expense promptly return or deliver to CUSTOMER and/or destroy all materials containing or constituting proprietary information, including any software developed by CONSULTANT for CUSTOMER (and paid for per this agreement) and any copies and extracts thereof and (ii) CONSULTANT shall not use such proprietary information in any way for any purpose. CONSULTANT does maintain a permanent copy of the text (but not attachments) of all emails with CUSTOMER.

Signed: Mark Watson: _____________________________

Signed: CUSTOMER: _____________________________