Marshall Hilton Work Plan

• Name of person - Marshall Hilton
• Timing of agreement - June 29 - August 31, extensible upon review
• Deliverables and responsibilities - (on both sides
• Fee (rate per hour/day/week/month and how many hours/weeks/days/months) - $2000 flat per month, minimum of 40 hours
• Paid how often (we would prefer not more often than monthly)
• The code of conduct you mentioned
• The job description when you have it, but send the other things in the mean time

Table of Contents

 Open Source Ecology - Production Director Contract Exhibit A

Open Source Ecology - Production Director Contract

Employee Name: Marshall Hilton Date ___________________ Address ______________________________________________________________________

Dear Marshall:

We are pleased to offer you a position as the Production Director with Open Source Ecology. Your start date, manager, compensation, and other terms of employment will be as set forth below and on EXHIBIT A.

TERMS OF EMPLOYMENT

Position and Duties. Open Source Ecology shall employ you, and you agree to competently and professionally perform such duties as are customarily the responsibility of the position as set forth in the job description attached as EXHIBIT A and as reasonably assigned to you from time to time by your Manager as set forth in EXHIBIT A.

Outside Business Activities. During your employment with Open Source Ecology, you shall devote competent energies, interests, and abilities to the performance of your duties under this Agreement. During the term of this Agreement, you shall not, without Open Source Ecology’s prior written consent, render any services to others for compensation or engage or participate, actively or passively, in any other business activities that would interfere with the performance of your duties hereunder or compete with Open Source Ecology’s business.

Employment Classification. You shall be a Full-Time Employee and shall not be entitled to benefits except as specifically outlined herein.

Compensation/Benefits.

4.1 Independent contractor. Open Source Ecology shall pay as set forth in the job description attached as EXHIBIT A. 4.2 Reimbursement of Expenses. You shall be reimbursed for all reasonable and necessary expenses paid or incurred by you in the performance of your duties. You shall provide Open Source Ecology with original receipts for such expenses.

At-Will Employment. Either party may terminate this Agreement by written notice at any time for any reason or for no reason. This Agreement is intended to be and shall be deemed to be an at-will employment Agreement and does not constitute a guarantee of continuing employment for any term.

Authorization to Work. Because of federal regulations adopted in the Immigration Reform and Control Act of 1986, you will need to present documentation demonstrating that you have authorization to work in the United States.

Further Assurances. Each party shall perform any and all further acts and execute and deliver any documents that are reasonably necessary to carry out the intent of this Agreement.

Notices. All notices or other communications required or permitted by this Agreement or by law shall be in writing and shall be deemed duly served and given when delivered personally or by facsimile, air courier, certified mail (return receipt requested), postage and fees prepaid, to the party at the address indicated in the signature block or at such other address as a party may request in writing.

Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of Missouri, as such laws are applied to agreements between residents of California to be performed entirely within the State of Missouri.

Entire Agreement. This Agreement sets forth the entire Agreement between the parties pertaining to the subject matter hereof and supersedes all prior written agreements and all prior or contemporaneous oral Agreements and understandings, expressed or implied.

Written Modification and Waiver. No modification to this Agreement, nor any waiver of any rights, shall be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default shall not constitute a waiver of any other right or any subsequent breach or default.

Assignment. This Agreement is personal in nature, and neither of the parties shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations under this Agreement, except that Open Source Ecology may assign or transfer this Agreement to a successor of Open Source Ecology’s business, in the event of the transfer or sale of all or substantially all of the assets of Open Source Ecology’s business, or to a subsidiary, provided that in the case of any assignment or transfer under the terms of this Section, this Agreement shall be binding on and inure to the benefit of the successor of Open Source Ecology’s business, and the successor of Open Source Ecology’s business shall discharge and perform all of the obligations of Open Source Ecology under this Agreement.

Severability. If any of the provisions of this Agreement are determined to be invalid, illegal, or unenforceable, such provisions shall be modified to the minimum extent necessary to make such provisions enforceable, and the remaining provisions shall continue in full force and effect to the extent the economic benefits conferred upon the parties by this Agreement remain substantially unimpaired.

Arbitration of Disputes. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes, and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.

We look forward to your arrival and what we hope will be the start of a mutually satisfying work relationship.

Sincerely, Open Source Ecology

By: Date: June 7th, 2012 Acknowledged, Accepted, and Agreed

Employee Signature_________________________________ Date ______________________

Exhibit A

Duration: July 1 - September 31 Pay: $2000 for full time, $1333 if you work 2/3 time Independent contractor agreement with Shuttleworth Foundation is the formal status of your engagement. Follows Factor e Farm Rules of Conduct Duties: Project Management towards Distributive Enterprise Development of the CEB Press to a Replicable Enterprise Clearing $20k/month. Goal: 8 people take 1 day to build a CEB Machine – 64-96 human hours Timeline: deliver above plan for September 31. Definition of done is: Fab drawings available, complete and detailed fab procedure documented, and all necessary tooling and infrastructure is defined and implemented. 8 people are trained. Such that the next step is one machine order, and production takes 1 day. All steps are documented carefully, and proven, for duration of fabrication – such that the 1 day production run is documented on paper. Careful notes on sourcing time are taken, and sourcing time takes 2-4 hours from a clear list of parts. Delivery of reliable sourcing is critical. Cost structure documented. Option to renew contract on Sept. 31 if both parties are satisfied, and good faith severance if parties are not satisfied. All attention should be taken to make the above happen, but it is clearly understood that there are practical or structural reasons why the above is not possible, that is ok. Structural reasons or practical reasons for impossibility of above will be explored to determine what nearest feasible objective is possible.