Exhibit 10.2


 





CONSULTING AGREEMENT


  


This Consulting Agreement
(this “Agreement”) is made as of ___6/1_____, 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.


 


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


 





	 	COMPANY:
	 	APPSOFT TECHNOLOGIES, INC.
	 	 	 
	 	By:	/s/ Brian Kupchik
	 	 	Brian Kupchik, President
	 	 
	 	CONSULTANT:
	 	 
	 	/s/ Peter Nein
	 	 
	 	Peter Nein 







 




     


     


    

 


EXHIBIT A


 


DESCRIPTION OF CONSULTING SERVICES


 





	 	 	Description
    of Services	 	Schedule/Deadline
	1.	 	 Product Management	 	 
	2.	 	 
        -Understand and staying up-to-date on mobile industry capabilities, global trends, and competition 

        -
        Project management with timeline management to drive projects business, quality assurance, cost, and schedules goals are
        met as to Mitigate project risks

        -
        Use and analyze App metrics to set business priorities and directions

        -
        Gather and document business, functional, and interactive requirements

        -
        Evaluate mobile development vendors

        -
        Has a strong technical understand of mobile App development

        -
        Plan and conduct usability studies for App improvements

        -
Be the single point of contact for ownership of all portfolio apps; development issues, monetization, & design
	 	 On Going







 



     


     


    

 


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 $__N/A per hour, payable ___N/A_______. 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 $____N/A________ upon the execution of this Agreement and $________N/A____ 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 net revenue from Droidlaw and Dlaw app purchases.