INDEPENDENT CONTRACTOR'S AGREEMENT

This Independent Contractor's Agreement ("Agreement") is made this ___ day of ______, 2012, by and between Securant, Inc. (“Securant”) and TimeMaker, LLC (“TimeMaker”), both with an address of 2110 Drew Street, Suite 200, Clearwater, Florida 33765 (collectively referred to as the "Company”), and______, with an address of ______, an independent contractor ("Contractor”), in consideration of the mutual promises made herein, as follows:

  1. INTRODUCTION
  2. Securant is the owner of a fuel management system and other fuel related products.Securant’s products are designed and manufactured for distribution in various territories throughout the world.
  3. TimeMaker is the owner and developer of the TimeMaker business management software.
  4. Securant or TimeMaker or both desire to engage Contractor for the provision of various development services as more specifically set forth below.
  5. For conveince in drafting, Securant and TimeMaker are sometimes referred to collectively as “Company.” The actual engaging entity shall be determined by the recipient of the services requested.
  1. ENGAGEMENT
  2. Contractor shall be engaged by Company as an independent contractor to provide development and other services to Company as set forth in this Agreement.
  3. This Agreement will become effective upon execution by both parties and will continue in effect until terminated as provided herein.

3PROPRIETARY RIGHTS

3.1Contractor acknowledges that he has no right to or interest in his work or products resulting from the services preformed hereunder, or any of the documents, reports or other materials created by Contractor in connection with such services, nor any right to or interest in any copyright therein. Contractor acknowledges that the services and the products thereof have been specially commissioned or ordered by Company as "works made-for-hire" as that term is used in copyright law of the United States, and that Company is therefore to be deemed the author of and is the owner of all copyrights in and to such products.

3.2In the event that such products, or any portion thereof, are for any reason deemed not to have been works made-for-hire, Contractor hereby assigns to Company any and all right, title, and interest Contractor may have in and to such products, including all copyrights, all publishing rights, and all rights to use, reproduce, and otherwise exploit the products in any and all formats or media and all channels, whether now known of hereafter created. Contractor agrees to execute such instruments as Company may from time to time deem necessary or desirable to evidence, establish, maintain, and protect Company's ownership of such products, and all other rights, title, and interest therein.

4INDEPENDENT CONTRACTOR STATUS

4.1Contractor agrees to perform the services hereunder solely as an Independent Contractor. The parties to this Agreement recognize that this Agreement does not create any actual or apparent agency, partnership, franchise, or relationship of employer and employee between the parties. Contractor is not authorized to enter into or commit Company to any agreements or expense, and Contractor shall not represent himself as the agent or legal representative of Company.

4.2Contractor will determine the method, details, and means of performing each of the services to be performed by Contractor.

4.3Contractor may represent, perform services for, and be employed by such additional clients, persons, or companies as Contractor, in Contractor’s sole discretion, sees fit.

4.4Contractor shall be responsible for making appropriate PAYEE deductions for taxesand all other government required payments from the remuneration which he is paid and Contractor agrees to indemnify Company in respect of any and all claims that may be made by the relevant authorities against Company in this regard.

4.5Contractor may, at Contractor's own expense, employ such assistants as Contractor deems necessary to perform the services required of Contractor for Company. Company may not control, direct, or supervise Contractor's assistants or employees in the performance of those services.

4.6Contractor undertakes and agrees to provide workers' compensation insurance for Contractor’s employees and agents and agrees to hold harmless and indemnify Company for any and all claims arising out of any employee-employer relations, injury, disability, or death of any of Contractor's employees or agents.

5COMPENSATION

5.1All development work will be consistent with Company’s Development Approval policy attached as Exhibit A. Contractor acknowledges that failure to adhere fully to the Development Approval policymay result in no pay or reduced pay.

5.2Contractor shall be compensated in accordance with theProduction Based Pay Policy for Contractors attached as Exhibit B.

6NON-DISCLOSURE, NON-COMPETE AND BUSINESS INFORMATION AGREEMENTS

6.1The parties acknowledge that the Nondisclosure, Non-Compete and Business Information Agreements attached to this Agreement are part of this Agreement as if fully set forth herein.

6.2The Nondisclosure Agreement, Non-Compete Agreement and Business Information Agreement shall survive any expiration or termination of this Agreement for any reason or for no reason.

7TERMINATION OF AGREEMENT

7.1The term of this Agreement shall be one year unless sooner terminated by either party.

7.2Companymay terminate this Agreement for convenience by giving written notification to Contractor a minimum of three (3) days in advance.

7.3In the event Contractordefaults in the performance of this Agreementor materially breaches any provision of this Agreement, Company, at Company's option, may terminate this Agreement immediately by giving written notification to Contractor.

7.4Contractor may terminate this Agreement for convenience by giving written notification toCompany.

7.5Upon expiration or termination, Company shall have the right to engage others to complete any services on which Contractor was working at the time of termination for whatever reason.

7.6In the event of termination, Contractorshall not be entitled to any compensation for any incomplete product. Contractorhereby waivesany right or claim for any suchcompensation.

7.7Upon expiration or termination by either party, Contractor shall deliver to Companya fully updated hat write up, all code, products, materials, etc., whether or not the same are completed, and all tangible products or materials Company provided to Contractoror Contractor created in connection with this Agreement.

8GENERAL PROVISIONS

8.1Any notices to be given hereunder by either party to the other may be affected either by email, personal delivery orby mail, registered or certified, postage prepaid with return receipt requested.

8.2This Agreement supersedes any and all agreements, either oral or in writing, between the parties hereto with respect to the rendering of services by Contractorfor Company, and contains all of the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever, provided, however, all provisions of prior agreements protecting Company’s intellectual property rights and product confidentiality survive and remain in force.

8.3Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding.

8.4Any modification of this Agreement will be effective only if it is in writing signed by the party to be charged.

8.5Neither this Agreement nor any duties or obligations under this Agreement may be assigned by either party.

8.6If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

8.7Any controversy or claim arising out of or relating to this Agreement or the breach thereof will be settled by arbitration in accordance with the laws of the State of Florida, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

8.8In the event of a dispute between Contractor and Securant or Contractor and TimeMaker involving a breach or alleged breach of this Agreement, Contractor’s claims and/or right to seek redress under this Agreement shall address only the entity alleged to be in breach and any damage or other award shall be made only against the applicable entity. Securant shall not be liable for any breach or alleged breach by TimeMaker and TimeMaker shall not be liable for any breach or alleged breach by Securant.

Securant, Inc.TimeMaker, LLCCONTRACTOR

By: ______By: ______

Meir EzraMeir Ezra

PresidentManagerPrint Name: ______

Date: ______

Exhibit A

Div 7

Div 4

Div 5

SECURANT TECHNICAL DIRECTIVE of 03 April 2009

DEVELOPMENT APPROVAL

Revised: 14 Dec 11

THINGS DEVELOPERS DON’T KNOW

Development is done for a person.

Development is not done for a company or a group.

Development must be approved by the person who ordered the development prior to starting the development, during the development and at the end of the development.

Developing without the person that ordered the development prior, on going and final approval will result, every time in a mass.

Development is an ongoing process and no amount of planning will substitute for actual system use by the person who ordered the development. Do not develop a system that cannot be tested DURING the development by the person who ordered the development – the customer. FIRST, develop the testing tool and then develop the system.

Requirements will change and development that is not ready for such changes will become handicapped look at the 640K limitation on PCs that we all suffer from up to now and this is only one example – there are many,

DEFINITIONS

Customer: a person (not a company or group) ordering the development and usually the one who pays for the development.

Development IC (In Charge): the person in the organization that responsible to the deliver to the Customer the Customer’s needed and wanted product by developing a software that will exceed the Customer’s expectation and hence deliver exchange in abundance.

Development IC’s Senior: the person in the organization that responsible the development will be done on time, on policy, in a profitable manner while delivering exchange in abundance for all involved.

Developer: junior to the Development IC. The person who write all or some of the code and creating the final product based on the approved system description and plan.

Release Testing Checklist: a testing checklist ensuring all features and functionality is fully tested and any error has been found and reported. It will enable the Development IC’s senior to determine if a software is ready for Final Release.

Sub Release: a software version released with the purpose of getting the Customer feedback or resolving a specific pressing issue. It clearly marked as Sub Release and includes a list of changes and known issues.

Pre Release: a version release to the Customer for the purpose of getting approval for the software release.

Final Release: a version approved by the customer for release. It is a perfect working system released with list of features and/or changes, it was tested and approved for release by the Testing IC as well as the Development IC and the Development IC’s senior.

BASIC DEVELOPMENT FLOW

The following is the basic flow of development we will follow:

  1. The development must start with an understanding by all involved who is the customer – a person name as well with the project name,
  2. The Customer then define, usually by setting up a Design Review (DR), the product’s purpose, functionality, cost, timing, Product and any related information for the Development IC’s senior and sometime the Development IC will be present at that stage. The purpose is for the Development IC’s senior to gain conceptual understanding of what is needed and wanted by the Customer so as to enable him to device an ideal plan for the implementation.
  3. The development must be then discussed between the Development IC’s senior and the Development IC (purpose, problem to be solved, ideas, product, limitations, time frame etc.) and a picture of what is needed and wanted need to be created at the Development IC head.
  4. A Project Preparation Plan will be now written as a mini plan (always name the plan as “Project Preparation of [Project Name]) for the design section of the project – it is not the overall plan. The plan will include task for the writing of the Ideal Scene, Purpose and Product of the System Description, getting it approved, sometime setting up and executing a Design Reviews (DR), writing the full System Description, getting final approval for the execution of the project and any related actions.
  5. The Development IC will write the Ideal Scene, Purpose and Product section of the System Description and will submit to the Customer and Development IC’s Senior for approval.
  6. Once the Ideal Scene, Purpose and Product section of the System Description has been agreed upon the Development IC will write the full system description in a document covering the user interface and all needed technical issues following exactly the System Description format.
  7. Next the System Description need to be approved by the Development IC senior’s (the Development IC’s senior can decide to skip this step if the System Description was written by an experienced person who have proven record of successful System Description writing).
  8. Once approved by the Development IC’s Senior, the System Description must be approved, in writing, by the Customer. DRs may need to be setup to clear things up.
  9. Once the System Description has been fully approved, in writing by the Customer, the Project Preparation Plan is completed and the project can now get on its way as an Active Project as up to this point the project was at the evaluation stage and not an approved project. The Project Preparation Plan may be added to the overall plan.
  10. As soon as the project has been designated as Active Project a Plan should be written confirming the estimated timing and confronting cost, load levelling etc. Any major change need to be approved by the Customer and the System Description must be corrected accordingly and approved by the Customer.
  11. The Plan will be approved and Activated by Development IC’s Senior provided that the plan is within budget and within the time table as defined in the System Description. The Development IC or his senior may call for a DR at this point.
  12. The system development started and the purpose should be to supply the customer, ASAP, an ability to check the system by sending for the customer’s approval each and every possible system interface piece and allowing the customer the ability to check the system ASAP.

Notes:

  1. Every developed user interface must be sent to Customer for additional approval as soon as it is functional.
  2. In cases where the system cannot be tested as a standalone system the development should start with the creation of a full emulator and thereafter or in parallel develop the system.
  3. The system must have a way to easily report problems, ideas etc.
  4. Any text added to the system (messages, menu options etc.) must be added to a list with explanation of what the feature is and sent to English check utilizing the Translation Work Flow.
  5. The system must be developed with testing programs developed as part of the development – the rule is – a program is not completed without a Testing Program and Feature Update.
  6. A workflow need to be devised ensure all get done and followed.

TESTING

  1. While developer develop he should keep a Recommended Testing Checklist to be use by the testers. Any and all features and capabilities developed must be indicated in the Recommended Testing Checklist. The Recommended Testing Checklist will also include the automatic testing description and capabilities. The Development IC and his senior should not accept any code without Testing Program, Recommended Testing Checklist and Comments at the code.
  2. The Recommended Testing Checklist will be issued, daily, to the tester assigned to the project, as a Production Task, for the update of the Project Testing Checklist. The Project Testing Checklist will be submitted weekly to the Customer and Development IC’s Senior as information as part of the Project IC weekly Project Progress Report.
  3. The system will have a What’s New Database where the Developer will write short description of all features developed and when they will be published. This DB will be used to automatically present What’s New Report to the users. Every time a What’s New Report DB is updated a task will be issued by the system to the Documentation IC for updating the info button, manual and Tip of the Day.
  4. The Testing Checklist, What’s New etc. should be able to be easily updated from within the environment and the code should include a link to the test so anyone can easily see if policy in this regard is kept in or not – VERY IMPORTANT.
  5. The Tests Design IC will create few testing checklist including a Release Testing Checklist that will be used prior to each Final Release (different then Sub Releases) to the Customer.
  6. Testers will accept code for testing ONLY if all that is required in this policy has been upheld religiously. AS OF 1 AUGUST 2010 A TESTER DOING TESTS ON SOFTWARE THAT DO NOT TOTALLY COMPLY WITH THE ABOVE REQUIREMENTS WILL NOT BE PAID AS HE IS DOING AN UNAUTHORIZED WORK AND SO IT HAS NO VALUE TO THE COMPANY.
  7. A workflow need to be devised ensure all this get done and followed.

CHANGES