Exhibit 10.2


 





CONSULTING AGREEMENT


  


This Consulting Agreement (this “Agreement”)
is made as of __________, 2015, by and between AppSoft Technologies, Inc., a Nevada corporation (the “Company”),
and Peter Nein (“Consultant”).


 


1.  Consulting Relationship. During
the term of this Agreement, Consultant will provide consulting services to the Company as described on Exhibit
A hereto (the “Services”). Consultant represents that Consultant is duly licensed (if applicable) and
has the qualifications, the experience and the ability to properly perform the Services. Consultant shall
use Consultant’s best efforts to perform the Services such that the results are satisfactory to the Company. Consultant
shall devote at least 4 hours per week to performance of the Services.


 


2.  Fees. As
consideration for the Services to be provided by Consultant and other obligations, the Company shall pay to Consultant
the amounts specified in Exhibit B hereto at the times specified therein.


 


3.  Expenses. Consultant
shall not be authorized to incur on behalf of the Company any expenses and will be responsible for all expenses incurred
while performing the Services unless otherwise agreed to by the Company’s President, which consent shall be evidenced in
writing for any expenses in excess of $200. As a condition to receipt of reimbursement, Consultant shall be required to
submit to the Company reasonable evidence that the amount involved was both reasonable and necessary to the Services provided
under this Agreement.


 


4.  Term and Termination. Consultant
shall serve as a consultant to the Company for a period commencing on June 1, 2015 and terminating on the earlier of (a)
the date Consultant completes the provision of the Services to the Company under this Agreement, or (b) the date Consultant shall
have been paid the maximum amount of consulting fees as provided in Exhibit B hereto.


 


Notwithstanding the above, either
party may terminate this Agreement at any time upon three (3) business days’ written notice. In the event of such termination,
Consultant shall be paid for any portion of the Services that have been performed prior to the termination.


 


Should either party default in the performance
of this Agreement or materially breach any of its obligations under this Agreement, including but not limited to Consultant’s
obligations under the Confidential Information and Invention Assignment Agreement between the Company and Consultant referenced
below, the non-breaching party may terminate this Agreement immediately if the breaching party fails to cure the breach within
ten (10) business days after having received written notice by the non-breaching party of the breach or default.


 


5. Independent Contractor. Consultant’s
relationship with the Company will be that of an independent contractor and not that of an employee.


 






     


     


    

 


6. Method of Provision of Services.
Consultant shall be solely responsible for determining the method, details and means of performing the Services. Consultant may,
at Consultant’s own expense, employ or engage the services of such employees, subcontractors, partners or agents, as Consultant
deems necessary to perform the Services (collectively, the “Assistants”). The Assistants are not and shall not
be employees of the Company, and Consultant shall be wholly responsible for the professional performance of the Services by the
Assistants such that the results are satisfactory to the Company. Consultant shall expressly advise the Assistants of the terms
of this Agreement, and shall require each Assistant to execute and deliver to the Company a Confidential Information and Invention
Assignment Agreement substantially in the form attached to this Agreement as Exhibit D hereto (the “Confidentiality
Agreement”).


 


(a)  No Authority to Bind Company.
Consultant acknowledges and agrees that Consultant and its Assistants have no authority to enter into contracts that bind the Company
or create obligations on the part of the Company without the prior written authorization of the Company.


 


(b)  No Benefits. Consultant
acknowledges and agrees that Consultant and its Assistants shall not be eligible for any Company employee benefits and, to the
extent Consultant otherwise would be eligible for any Company employee benefits but for the express terms of this Agreement, Consultant
(on behalf of itself and its employees) hereby expressly declines to participate in such Company employee benefits.


 


(c)  Withholding; Indemnification. Consultant
shall have full responsibility for applicable withholding taxes for all compensation paid to Consultant or its Assistants under
this Agreement, and for compliance with all applicable labor and employment requirements with respect to Consultant’s self-employment,
sole proprietorship or other form of business organization, and with respect to the Assistants, including state worker’s
compensation insurance coverage requirements and any U.S. immigration visa requirements. Consultant agrees to indemnify, defend
and hold the Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding
taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on the Company
by the relevant taxing authorities with respect to any compensation paid to Consultant or its Assistants.


 


7.  Supervision of Consultant’s Services. All of the services to be performed by Consultant, including but
not limited to the Services, will be as agreed between Consultant and the Company’s [Supervisor’s Title]. Consultant
will be required to report to the [Supervisor’s Title] concerning the Services performed under this Agreement. The nature
and frequency of these reports will be left to the discretion of the [Supervisor’s Title].


 


8.  Consulting
or Other Services for Competitors. Consultant represents and warrants that Consultant does not presently perform
or intend to perform, during the term of the Agreement, consulting or other services for, or engage in or intend to engage in
an employment relationship with, companies who businesses or proposed businesses in any way involve products or services
which would be competitive with the Company’s products or services, or those products or services proposed or in
development by the Company during the term of the Agreement (except for those companies, if any, listed on Exhibit E
hereto). If, however, Consultant decides to do so, Consultant agrees that, in advance of accepting such work, Consultant will
promptly notify the Company in writing, specifying the organization with which Consultant proposes to consult, provide
services, or become employed by and to provide information sufficient to allow the Company to determine if such work would
conflict with the terms of this Agreement, including the terms of the Confidentiality Agreement, the interests of the Company
or further services which the Company might request of Consultant. If the Company determines that such work conflicts with
the terms of this Agreement, the Company reserves the right to terminate this Agreement immediately. In no event shall any of
the Services be performed for the Company at the facilities of a third party or using the resources of a third party.


 






     


     


    




 


9.  Confidentiality Agreement. Consultant shall sign, or has signed, a Confidentiality Agreement, on or before the date
Consultant begins providing the Services.


 


10.  Conflicts with this Agreement. Consultant represents and warrants that neither Consultant nor any of the Assistants
is under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement. Consultant represents
and warrants that Consultant’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence
proprietary information acquired by Consultant in confidence or in trust prior to commencement of this Agreement. Consultant warrants
that Consultant has the right to disclose and/or or use all ideas, processes, techniques and other information, if any, which Consultant
has gained from third parties, and which Consultant discloses to the Company or uses in the course of performance of this Agreement,
without liability to such third parties. Notwithstanding the foregoing, Consultant agrees that Consultant shall not bundle with
or incorporate into any deliveries provided to the Company herewith any third party products, ideas, processes, or other techniques,
without the express, written prior approval of the Company. Consultant represents and warrants that Consultant has not granted
and will not grant any rights or licenses to any intellectual property or technology that would conflict with Consultant’s
obligations under this Agreement. Consultant will not knowingly infringe upon any copyright, patent, trade secret or other property
right of any former client, employer or third party in the performance of the Services.


 


 11. Miscellaneous. 




 


(a)  Amendments and Waivers.
Any term of this Agreement may be amended or waived only with the written consent of the Company.


 


(b)  Sole Agreement. This Agreement,
including the Exhibits hereto, constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings
with respect to the subject matter hereof.


 


(c) Notices. Any
notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when
delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight
(48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the
party to be notified at such party’s address or fax number as set forth on the signature page or as subsequently
modified by written notice.


 






     


     


    

 


(d)  Choice
of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State
of [California], without giving effect to the principles of conflict of laws.


 


(e)  Severability. If one or
more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision
in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such
provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.


 


(f)  Counterparts. This Agreement
may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the
same instrument.


 


(g)  Advice of Counsel. EACH
PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL
COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST
ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.


 


[Signature Page Follows]


 




     


     


    

 


The parties have executed this Agreement as of the date first
written above.


 





	 	the company:
	 	 
	 	[Company Name]
	 	 
	 	 
	 	By:
	 	 
	 	(Signature)
	 	 
	 	Name:
	 	 
	 	Title:
	 	 
	 	Address:
	 	 
	 	____________________
	 	 
	 	__________, __________ ______
	 	 
	 	Attn: Chief Executive Officer
	 	 Fax: ________________
	 	email: ________________
	 	 
	 	 
	 	CONSULTANT:
	 	 
	 	 
	 	(Print Name)
	 	 
	 	 
	 	(Signature)
	 	 
	 	Address:
	 	 
	 	 
	 	 
	 	 
	 	Fax:
	 	 
	 	email:







 








 


EXHIBIT A


 


DESCRIPTION OF CONSULTING SERVICES


 





	 	Description of Services	Schedule/Deadline
	1.	 	 
	2.	 	 




 










     


     


    

 





EXHIBIT B


 


COMPENSATION


 





Check applicable payment terms:


 


		x	For Services rendered by Consultant under this Agreement, the Company shall pay Consultant at
                                                                                                                                                                          the rate of $____ per hour, payable _______________. Unless otherwise agreed upon in writing by Company, Company’s
                                                                                                                                                                          maximum liability for all Services performed during the term of this Agreement shall not exceed $500 per month.



 


		 ̈	Consultant shall be paid $____________ upon the execution
of this Agreement and $____________ upon completion of the Services specified on Exhibit A to this Agreement.



 


		x	The Company will recommend that the Board grant a non-qualified option to purchase 10,000
                                                                                                                                                                          shares of the Company’s Common Stock, at an exercise price equal to the fair market value (as determined by the
                                                                                                                                                                          Company’s Board of Directors) on the date of grant, and which will vest and become exercisable as follows:



 


	x	Consultant is authorized to incur the following expenses:
	 	Software subscriptions or licenses 
	 	App or in app purchases
	 	Trade conference attendance



 





	x	Other:
	 	Consultant will also be granted a commission of 30% on revenue from Droidlaw and Dlaw app purchases.



  


 


 


EXHIBIT C


 


ALLOWABLE Expenses


 




     


     


    

 





EXHIBIT D


 


CONFIDENTIAL INFORMATION AND


 


INVENTION ASSIGNMENT AGREEMENT


 


 


(See Attached)


 


 


EXHIBIT E


 


LIST OF COMPANIES


 


EXCLUDED UNDER SECTION 7


 


 


 


 


 


 


 


 


___ No conflicts


 


___ Additional Sheets Attached


 




     


     


    

 


Signature of Consultant:


 


Print Name of Consultant:


 


Date: