Max Sound Corp. 3525 Del Mar Heights Rd. #802
San Diego, CA 92130	TIP SOLUTIONS 222 W. Ontario Street, Chicago Illinois, 60654






 


MAX-D HD AUDIO PROCESSOR & TIP SOLUTIONS


Joint Venture
License Agreement


 


MAX-D HARDWARE, API CODE, PATENTS, COPYRIGHTS,
TRADEMARKS, TRADE SECRETS AND KNOW-HOW


 


TIP SOLUTIONS SMARTPHONE MOBILE APP TECHNOLOGY,
PATENTS, TRADE SECRETS AND KNOW-HOW


 


AN AGREEMENT BY AND BETWEEN


 


	Max Sound Corporation	AND	TIP SOLUTIONS
	(also
"MAXD")	 	


(also "TIP")



	(hereinafter called “LICENSEE and LICENSOR”)	 	(hereinafter
called “LICENSEE and LICENSOR”)
	3525 Del Mar Heights Rd. #802 San Diego, CA 92130
USA	 	222
W. Ontario Street Chicago, IL 60654





















LICENSOR's banks and accounts
number for wire transfer of royalty payments (Section 4.05):


 


	MAX D	AND	TIP SOLUTIONS
	(hereinafter called “LICENSOR
& LICENSEE”)	 	(hereinafter called “LICENSEE & LICENSOR”)
	Bank:	 	Bank:
	Bank Address:	 	Bank Address:
	Bank Telephone	 	Bank Telephone:
	Account Name: 	 	Account Name:
	Account Address:	 	Account Address:
	Account Number: 	 	Account Number:
	ABA Number:	 	ABA Number:
	 	 	 
	 	 	 















 





 


 


Email address of LICENSOR
for transmission of monthly royalty reports (Section 4.05): Greg Halpern greg@maxsound.com,
John Braun <john@tipsolutions.com>


 


	Licensee/Licensor Name:	Max Sound Corporation	Tip Solutions, Inc
	Address:	3525 Del Mar Heights Rd. #802	222 W. Ontario Street
	City, State Zip:	San Diego, CA 92130	Chicago, Illinois 60654
	Phone:	800-327-6293	 


SIGNATURES:


	On behalf of:	LICENSOR/LICENSEE	LICENSEE/LICENSOR
	Signature:	
         

         

        /s/ Greg Halpern
	
         

        /s/ John Braun

	Name:	Greg Halpern	John Braun
	Title:	President / CEO	President / CEO
	Date:	3-4-21	3-4-21
	Witnessed by Name:	 	 
	Witnessed by Signature:	 	
         

         



 


Effective Date of Agreement:
March 4, 2021 Devices included in this Agreement:




    	 



    	 



    

 


	Device Name:	Model Number:
	All Mutually Approved OEM Manufactured Devices	1.
	Hardware and/or Software Versions	2.
	 	3.




    	 



    	 



    

 


 


 


TABLE
D – LICENSES - EULA, REVENUE SHARE, SUBSCRIPTION MODEL


 


 


Non-Binding General Pricing
and Split Guidelines:


 


TYPICAL LICENSE
FEE SPLIT as a EULA (End User License Agreement):


 


Where Licensor is TIP, and
combined with MAXD Audio, 20% of the total license revenue received by TIP will be paid to MAXD. Where Licensor is
MAXD, and combined with TIP Solutions Smart Call Assistant, 20% of the total license revenue received by MAXD will
be paid to Tip.


 


 


* In the Alternate,
and as an evolving business model, the Parties may agree to a flat per EULA price or a combination of fees, royalties and percentages
based on the available competitive economics of each specific and unique joint customer opportunity.


 


 


 


 


TYPICAL LICENSE FEE SPLIT as a Revenue Share:


The parties agree that several emerging
opportunities between their two product lines are unique and that each of them will be evaluated and agreed to in good faith for
the betterment of the end results.


 


 


 


 


TYPICAL LICENSE FEE SPLIT as a Subscription Model:


The parties agree that several emerging
opportunities between their two product lines are unique and that each of them will be evaluated and agreed to in good faith for
the betterment of the end results.




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INDEX


Preamble


		1.	DEFINITIONS



		1.1.	- "LICENSOR"



		1.2.	-"LICENSEE"



		1.3.	-"Intellectual Property"



		1.4.	-"MAXD API"



		1.5.	- "MAXD API Specification"



		1.6.	- "Licensed Trademark"



		1.7.	- "Licensed Device"



		1.8.	- "Licensed Product"



		1.9	- "Licensed Works"



		1.10	- "Derivative Works"



		1.11	- " LICENSOR Deliverables "



		1.12	- "Know How"



		1.13	- "Sensitive Information"



		1.14	- "Licensor's Trademarks"



		1.15	- "License Fee"



		1.16	- “Other-Trademark Purchaser"



		1.17	- "Effective Date"



 


		2.	LICENSES GRANTED



 


		3.	USE OF TRADEMARKS AND INTELLECTUAL PROPERTY



 


		4.	PAYMENTS



		4.1	- Initial Payment



		4.2	– License Fee



		4.3	- Royalty Applicability



		4.4	- Royalty Payments and Statements



		4.5	- Books and Records



		4.6	- Rights of Inspecting Books and Records



 


		5.	STANDARDS OF MANUFACTURE AND QUALITY



		5.1	- Standardization and Quality



		5.2	- Right to Inspect Quality



 


		6.	TERMINATIONS AND EFFECT OF TERMINATION



		6.1	- Expiration of Agreement



		6.2	- Termination for Cause



		6.3	- Effect of Termination



 


		7.	LIMITATIONS OF RIGHTS AND AUTHORITY



		7.1	- Limitation of Rights



		7.2	- Limitation of Authority



		7.3	- Disclaimer of Warranties and Liability; Hold Harmless



		7.4	- Limitation of Assignment by LICENSEE



		7.5	- Compliance with U.S. Export Control Regulations



 


		8.	MISCELLANEOUS PROVISIONS



		8.1	- Language of Agreement; Language of Notices



		8.2	- Stability of Agreement



		8.3	- Public Announcements



		8.4	- Address of LICENSEE and LICENSOR for all Other Communications



		8.5	- Applicable Law



		8.6	- Choice of Forum; Attorneys' Fees



		8.7	- Construction of Agreement



		8.8	- Captions



		8.9	- Singular and Plural



		8.10	- Complete Agreement



		8.11	- Severability



		8.12	- Company Representation and Warranty



		8.13	- Execution



 


		9.	APPENDICES



Appendix A - MAX SOUND MAX-D API AUDIO PROCESSOR


Appendix B - TYPICAL SPECIFICATIONS FOR MAX SOUND
MAX-D API


Appendix C – MAX SOUND MAX-D API LICENSEE INFORMATION MANUAL






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Appendix D – MAX SOUND logos and trademarks


Appendix E – Deliverables


 




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LICENSE AGREEMENT


WHEREAS, LICENSOR is an
innovator in the field of audio signal processing systems and has developed applications directed to improvements and enhancements
in audio recording, playback, and other media related areas;


 


WHEREAS,
LICENSOR desires to license certain of its Intellectual Property and know-how, specified herein, to LICENSEE for use with certain
of LICENSEE'S products, specified herein; and


 


WHEREAS,
LICENSEE is engaged in selling cell call software solutions. This License Agreement is for international rights for the
licensed software.


 


WHEREAS,
LICENSEE represents that it can develop a substantial market for the cell call software identified with LICENSOR's trademarks and
using LICENSOR’S licensed technology as provided herein;


 


WHEREAS,
LICENSOR is willing to grant LICENSE a license under the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE, LICENSOR and LICENSEE
agree as follows:


 


OVERVIEW


 


TIP will Implement
the MAXD HD AUDIO Source Code Into their mobile phone app and platforms. TIP will Implement MAXD HD AUDIO onto the QUALCOMM SERIES
800 SNAPDRAGON Mobile Chipsets.


TIP will use their app developers to update
the MAXD HD AUDIO APP compatible with the new mobile operating systems, using the current IOS version as a model for the ANDROID
Versions.


 


 


SECTION 1 - DEFINITIONS


 


		1.	“LICENSOR” means
MAX SOUND CORPORATION, a Delaware corporation, with its principal place of business in San Diego, California, and its successors
and assigns.



 


		2.	“LICENSEE" means any entity so identified in this Agreement.



 


		3.	“Intellectual Property” means all patent, trademark, copyright
and trade secret rights recognized by law or otherwise claimed by LICENSOR in connection with this Agreement.



 


		4.	“MAX-D DSP” means an (Digital Signal Processor) version of LICENSOR’s
Intellectual Property protected and protectable and/or proprietary audio processing system that is suitable for use in appropriate
platforms with different products, such as the Licensed Device and the Licensed Product, to achieve audio improvement and enhancement.



 


		5.	"MAX-D DSP Specification" means the specifications for the MAX-D
DSP, which include the MAX-D DSP operating parameters as specified in Appendix B entitled "MAX-D DSP," and the "Specifications
for MAX SOUND MAX-D DSP" as specified in Appendix C, of this Agreement.



 




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		6.	"Licensed Trademark" means one or more of the following:



 


		a.	the word mark "MAX-D" and “MAX SOUND” and "HD AUDIO"



		b.	the MAX-D Logo, which is also referred to as the “MAX-D symbol”,
depicted in Appendix D of this Agreement]



		c.	The Max-D trade dress corresponding to its “look and feel”



		d.	Tip Solutions Trademark Info goes here



 


		7.	"Licensed Device" means a MAX-D DSP, used in a specific hardware
model or device, for the processing playback of a stereo audio channel into a digital MAX SOUND processed bit stream. And also
a mono audio channel into digital processed cellular voice bit stream. A single such unit counts as “One Licensed Device”.



 


		8.	"Licensed Product" means a complete ready-to-use professional software or hardware package
which:





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		1.	contains one MAX-D AUDIO PROCESSOR;



		2.	is designed to process the audio channels from the content either stored
on the device, streamed into the device or the Cellular voice call into MAX-D processed audio when running on a suitable hardware
platform OS and DSP;



		3.	is used as an audio processor in OEM
or Carrier licensed hardware device and delivered via Licensee or Licensor that is manufactured by the OEM or carrier.



 


Processors
that execute the MAX-D DSP in Licensed Products must be certified by LICENSOR as adequate to perform the required function. There
will be no Licensed Product available as a stand-alone software package.


 


		9.	"Licensed Works" shall mean all licensed rights owned by LICENSOR
or owned by others to which MAX SOUND has a right to sublicense, which may be used for the development, design, manufacture, sale,
or other use of Licensed Products.



 


		10.	"Derivative Works" - shall mean any product, processes or other
works derived from or based on any of the Licensed Works regardless of format or form.



 


		11.	"LICENSOR Deliverables" shall mean any and all items delivered
by LICENSOR to LICENSEE which enable LICENSEE to design and test Licensed Products, including:



 


		a.	MAX-D DSP audio processor code in "Android", of the current revision,



		b.	Documentation accompanying said code,



 


		12.	“Know-How" means Intellectual Property protected and protectable
information, as well as skills, experience, and other know-how, recorded or unrecorded, accumulated
and owned by LICENSOR, relating to the Licensed Products, including designs, drawings, reports, memoranda, blue-prints, specifications.



 


		13.	"Sensitive Information" means Know-How, and proprietary business
information including marketing information, product plans, business plans, royalty, and sales information, customer lists and
the like.



 


		14.	"LICENSOR's Trademarks" means any trade name, logo, service mark
or trade dress used and/or owned by LICENSOR.



 


		15.	License Fee means a license fee corresponding to the MAX-D process installed
into the licensed hardware that is manufactured, used, leased, sold or otherwise disposed of by LICENSEE.



 


		16.	"Other-Trademark Purchaser" means any customer of LICENSEE who,
with LICENSEE's knowledge, intends to resell, use or lease the Licensed Products under a trademark other than LICENSOR's Trademarks.



 


		17.	"Effective Date" means the effective date of this Agreement and
is the date of execution this Agreement, or, if this Agreement requires validation by any governmental or quasi-governmental body,
the "Effective Date" is the date of validation of this Agreement.



 


 


SECTION 2 - LICENSES GRANTED


 


LICENSOR
hereby grants LICENSEE an individual non-transferable, indivisible and non-exclusive worldwide license as set forth in this Agreement.
LICENSEE hereby grants LICENSOR an individual non-transferable, indivisible and non-exclusive worldwide license as set forth in
this Agreement.


 


		1)	LICENSEE can use, but not modify, the Licensed Works (including the MAX SOUND
MAX-D DSP audio





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processor source code) in order
to process content available or streamed onto the device and can run on Licensed Products, for processors designated as adequate
by LICENSOR.


 


		2)	LICENSOR can use, but not modify, the Licensed Works (including the MAX
SOUND MAX-D DSP audio processor source code) in order to process content available or streamed onto the device and can run on Licensed
Products, for processors designated as adequate by LICENSEE.



 


		a)	To market, sell, distribute, maintain, and support the Derivative Works in DSP format only.



 


		b)	Notwithstanding the licenses granted above,





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		i)	no license is granted under this Agreement to lease, sell, transfer, or otherwise
dispose of any subset or portion of a Licensed Product, partially assembled products, products in kit form, and knocked- down or
semi-knocked-down products;



		ii)	no license is granted under this Agreement
to use any Licensed Trademark in connection with offering for sale or in advertising and/or informational material relating to
any Licensed Product which is not marked as provided in this Agreement;



		iii)	no license is granted under this Agreement with respect to the use of any
Licensed Trademark on or in connection with products other than Licensed Products;



		iv)	no right is granted with respect to LICENSOR's Intellectual Property, except
with respect to the use of said property as provided in this Agreement on and in connection with Licensed Products; and



		v)	no license is granted to sell, distribute, lease, rent or otherwise dispose
of Licensed Derivative Works that are not linked to the sale of a specific Licensed Product; and



		vi)	no right to grant sublicenses other than end-user licenses specifically allowed
under Section 2 is granted under this Agreement.



 


SECTION 3 - OTHER OBLIGATIONS
OF THE LICENSOR AND LICENSEE


 


		1.	LICENSEE's use of the LICENSOR’S Intellectual Property rights shall
be subject to the obligations of this Agreement as well as additional provisions, which LICENSOR may issue from time to time. LICENSEE
acknowledges that all such additional provisions are incorporated into this Agreement.



 


		2.	LICENSEE shall comply with the requirements of the terms of this Agreement
and such additional provisions as LICENSOR may issue from time to time, and shall, to the best of its ability, and subject to all
applicable laws, ensure that its subsidiaries, agents, distributors, and dealers throughout the world comply with such requirements.



 


		3.	The mark identified in Section 3, shall also be used at least once in a prominent
manner in all advertising and promotions for such Licensed Product; such usages shall
be no less prominent and in the same relative size and proportion as the most prominent third-party other trademark(s) appearing
on such Licensed Product or in the advertising and promotion thereof.



 


		4.	LICENSEE may not use the Licensed Trademarks in advertising and promotion
of a product not marked in accordance with the requirements of this Section.



 


		5.	In every instance of use of a Licensed Trademark, LICENSEE shall provide
public notice that such Licensed Trademark is a trademark by using the superscript letters "TM" after the respective
trademark, or, in case of a registered mark, by use of the trademark registration symbol "®" (the capital letter
R enclosed in a circle) as a superscript after the respective trademark. LICENSOR shall inform LICENSEE as to which notice form
is used.



 


		6.	LICENSEE shall use its best efforts to ensure that the appropriate trademark
notices, as set forth in this Section, appear in advertising for such Licensed Products at the retail level.



 


		7.	LICENSOR's ownership of Licensed Trademarks shall be prominently displayed
and indicated in each instance of use by LICENSEE on a physical device, on home screen after device start-up, on promotional products
and materials, including but not limited to, instructions and advertising, by the most relevant of the following identifications:



 


		a.	“MAX-D is a Registered Trademark of MAX SOUND CORP.",



 


		b.	“The Logo Symbol is a Trademark of MAX-D",



 


		c.	“MAX SOUND and “MAX-D” are Registered Trademarks of MAX SOUND CORP."





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On Licensed Products such
words shall be used on an exposed surface and at the beginning and end of a MAX- D processed video. LICENSEE shall use its best
efforts to ensure that such an acknowledgment appears in advertising at the retail level.


 


		8.	Licensed Trademarks shall always be used in accordance with all applicable
laws and regulations pertaining to their use.



 


		9.	In no event shall any Licensed Trademark be used in any way that suggests
or connotes that it is a common, descriptive or generic designation. Whenever "MAX SOUND" or "MAX-D" is used,
the letters shall be upper- case. "MAX SOUND" or "MAX-D" shall only be used as an adjective referring to an
audio product and shall not





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be used as a noun or in
any other usage, which may be associated with a generic use of the terms. In descriptive, instructional, advertising, or promotional
material or media relating to Licensed Products, LICENSEE must use the Licensed Trademarks and expressions which include the Licensed
Trademark "MAX SOUND" or "MAX-D" is used, with an appropriate generic or descriptive term (e.g. "powered
by MAX SOUND", "MAX-D HD AUDIO", etc.), with reference to Licensed Products and their use.


 


		10.	All uses of the Licensed Trademarks are subject to approval by LICENSOR.
LICENSOR reserves the right to require LICENSEE to submit proposed uses to LICENSOR
for written approval prior to actual use. Upon request of LICENSOR, LICENSEE shall submit to LICENSOR samples of its own usage
of the Licensed Trademarks and usage of the Licensed Trademarks by its subsidiaries, agents, distributors, and dealers.



 


		11.	Licensed Trademarks shall be used in a manner that appropriately distinguishes
them from other trademarks, service marks, symbols or trade names, including LICENSEE's Trade Name and Trademarks.



 


		12.	LICENSEE may only use the Licensed Trademarks on and in connection with
products that meet LICENSOR's quality standards.



 


		13.	LICENSEE may not use the Licensed Trademarks on and in connection with products
other than Licensed Products.



 


Ownership of the Licensed Trademarks


 


		14.	LICENSEE acknowledges the validity and exclusive ownership by LICENSOR of the Licensed Trademarks.



 


		15.	LICENSEE acknowledges that it neither owns nor claims any rights in the
Licensed Trademarks and will not file any application for registration of the Licensed Trademarks, or any names or marks confusingly
similar to the Licensed Trademarks, anywhere in the world.



 


Section 3.03 - Maintenance of Trademark Rights


 


		16.	The expense of obtaining and maintaining Licensed Trademark registrations
shall be borne by LICENSOR. LICENSOR, as it deems necessary, will advise LICENSEE of the grant of registration of such trademarks.
LICENSEE and LICENSOR will comply with all applicable laws and requirements pertaining to the maintenance of the Licensed Trademarks,
including the marking with notice of registration and the recording of LICENSEE as a registered or licensed user of such trademarks.
The expense of registering or recording LICENSEE as a registered user or otherwise complying with the laws of any country pertaining
to such registration or the recording of trademark agreements shall be borne by LICENSEE. LICENSEE shall advise LICENSOR of all
countries where Licensed Products are sold, leased or used.



 


Trademark Enforcement


 


		17.	LICENSEE shall immediately inform LICENSOR of all infringements, potential
or actual, which it may learn of, of the Licensed Trademarks. It shall be the exclusive responsibility of LICENSOR, at its own
expense, to terminate, compromise, or otherwise act at its discretion with respect to such infringements. LICENSEE agrees to cooperate
with LICENSOR by furnishing, without charge, except out-of-pocket expenses, such evidence, documents and testimony as may be required
therein.



 


Other-Trademark Purchasers


 


		18.	To the extent only that technical standardization, equipment or signal source
interchangeability, product identification and usage of the Licensed Trademarks are affected, the following conditions shall apply
if LICENSEE sells or leases Licensed Products on a mass basis to an Other-Trademark Purchaser who does not hold a license with
terms and conditions substantially similar to this Agreement. LICENSEE shall inform





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LICENSOR of the name,
place of business, trademarks, and trade names of the Other-Trademark Purchaser before such Other-Trademark Purchaser sells, leases,
or uses Licensed Products. LICENSEE shall obtain agreement from such Other-Trademark Purchaser not to modify, install, use, lease,
sell, provide written material for or about, advertise, or promote Licensed Products
in any way which is in conflict with any provision of this Agreement. It shall be the responsibility of LICENSEE to inform the
Other-Trademark Purchaser of the provisions of this Agreement, to notify such Other- Trademark Purchaser that the provisions of
this Agreement shall be applicable, through LICENSEE, in the same way as if the Licensed Products were sold by LICENSEE under LlCENSEE's
Trade Names and Trademarks, to ensure by all reasonable means that such provisions are adhered to and, if requested by LICENSOR,
to provide to LICENSOR samples on a loan basis of the Other- Trademark Purchaser's embodiment of the Licensed Products, as well
as copies of such Other-Trademark Purchaser's advertising, public announcements, literature, instruction manuals, and the like.




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Copyright Notice


 


		19.	As applicable, LICENSEE shall provide the following copyright notice to all
public distributions and disclosures of its LICENSE under this Agreement.



 


This product contains
"MAX-D HD AUDIO" protected under international and U.S. copyright laws. It's reproduction or disclosure, in whole or
in part, or the production of works directly or indirectly derived therefrom without the express permission of MAX SOUND is prohibited.
©2010, 2011, 2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019,


2020, 2021 MAX SOUND CORPORATION.
All rights reserved.


 


License Notice


 


		20.	All Licensed Products shall contain an acknowledgement that the Licensed
Products are subject license from LICENSOR. The following notice shall be provided by LICENSEE on an exposed, visible surface,
such as the back or the bottom, of all Licensed Products: "MAX-D HD AUDIO’ under license from MAX SOUND". Such
notice shall also be used in all instruction and servicing manuals.



 


Furnishing of Licensor Deliverables and Know-How


 


		21.	Subject to export regulations and
provisions of the United States government or any other applicable domestic or foreign jurisdiction, LICENSOR will promptly,
following the Effective Date, furnish to LICENSEE:



 


a.The Licensor Deliverables, copies
of all documents and things evidencing the Know-How; and


 


b.Upon request by LICENSEE,
provide, as LICENSOR deems reasonable, NRE (Non-Recurring Engineering costs) consulting services regarding design considerations
and general advice relating to the Licensed Products and the sale and use thereof, for all of which LICENSEE will also reimburse
LICENSOR for travel and reasonable per diem expenses if applicable.


 


Use of Know-How and Sensitive Information


 


By LICENSEE


 


		22.	LICENSEE shall use all Know-How and Sensitive Information solely for the
purpose of selling Licensed Products under this Agreement and shall not use such information in an unauthorized way, and shall
not divulge such Know-How or Sensitive Information or any portion thereof to third parties, unless such Know- How or Sensitive
Information (a) was known to LICENSEE prior to its obtaining the same from LICENSOR; (b) becomes known to LICENSEE from sources
other than either directly or indirectly from LICENSOR; or (c) becomes public knowledge other than by breach of this Agreement
by LICENSEE or by another licensee of LICENSOR.



 


		23.	Upon termination of this Agreement, with respect to Know-How or Sensitive
Information, LICENSEE shall promptly return to LICENSOR, at LICENSEE's expense, all documents and things supplied to LICENSEE as
Know-How, as well as all copies and reproductions thereof.



 


By LICENSOR


 


		24.	Except as provided by Section 4 of this Agreement, LICENSEE is not to disclose
to LICENSOR any information that it deems proprietary or sensitive. Except as provided by Section 4 of this Agreement, LICENSOR
has no obligation to treat in confidence, nor to restrict, in any way, the use, reproduction, or publication of information obtained
from LICENSEE, including, without limitation, the foregoing, information





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obtained by LICENSOR
in the course of providing consulting services under Section 3 of this Agreement and information obtained by LICENSOR in the course
of exercising its right to maintain quality control over LICENSEE's Licensed Products under Section 5 of this Agreement.


 


Confidential Material


 


		25.	All Licensor Deliverables are confidential and will be treated as such the
LICENSEE and all that are under its direction and control. LICENSEE agrees to reproduce and/or internally disseminate these materials
only on an "as needed" basis to the extent necessary according to the terms of the Agreement and to obtain confidentiality
agreements from those to whom it provides such information. LICENSESS shall not disclose such information to individuals or entities
that do not maintain an employment or work for hire relationship





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with LICENSEE. LICENSEE shall keep a record of each
copy made of such information and shall permit LICENSOR access to said record at times and places as LICENSOR may reasonably require.


 


SECTION 4 - PAYMENTS


Initial Payment to MAXD by TIP for 10 Year
Exclusive License.


 


		1.	LICENSEE shall be granted an exclusive license per their unique industry
category upon the completion of the payment of One Hundred Thousand Dollars (100k USD). This exclusive license is maintainable
with a 100k payment paid annually, or 25k paid quarterly, for up to 10 years. This annual license fee will maintain LICENSEE’s
exclusivity. If for any reason the license fee is defaulted in the future, LICENSOR reserves the right to cancel exclusivity, but
not the license.



 


		2.	Parties shall be responsible for their own NRE (Non-Recurring Engineering
costs) except when designated otherwise. In the current updates to MAXD Audio on Qualcomm 800 Series Chipset, and for iOs and Android
Apps respectively, Tip is assuming the cost of the NRE for final development of MAXD HD Audio as provided for herein.



 


		3.	LICENSE FEE Split:



		4.	Where Licensor is TIP, and combined with MAXD Audio, 20% of the total
license revenue received by TIP will be paid to MAXD within 30 days of such receipts along with an accounting of said receipts.



5.


6.
Where Licensor is MAXD, and combined with Tip Solutions Smart Call Assistant, 20% of the total license revenue received
by MAXD will be paid to TIP within 30 days of such receipts along with an accounting of said receipts.


 


Payments and Statements


 


		1.	Unless provided otherwise in this Agreement, LICENSEE shall render statements
and Licensing payments as follows:



 


		a.	LICENSEE and LICENSOR shall deliver to the address shown on the cover sheet
of this Agreement or such place as each party may from time to time designate, monthly reports certified by LICENSEE's chief financial
officer or the officer's designate within 15 days after each calendar month.



 


		b.	Alternatively, such reports may be delivered by emailing them to each party's
email address shown on the cover sheet of this Agreement or such other physical or electronic addresses as LICENSOR may from time
to time designate. Royalty payments are due for each month at the same time as each monthly report and shall be made by wire transfer
in United States funds to each party's bank as identified on the cover sheet of this Agreement or such other bank as each party
may from time to time designate. Each party shall pay all local fees, taxes, duties, or charges of any kind and shall not deduct
them from the royalties due unless such deductions may be offset against each party's own tax liabilities. Each monthly report
shall contain such other information and be in such form as LICENSOR or its outside auditors may prescribe, such as but not limited
to: amount of content processed, number of downloads per day, commerce revenue generated, etc.



 


		c.	Any remittance in excess of royalties due with respect to the calendar day
for which the report is due shall be applied by LICENSOR to the next payment due.



 


		d.	LICENSEE's first report shall be for the calendar month following the execution of this Agreement.



 


		e.	LICENSEE shall deliver a final report and payment of royalties to LICENSOR
certified by LICENSEE's chief financial officer or the officer's designate within 30 days after termination of this Agreement





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throughout the world. Such
a final report shall include a report of all royalties due with respect to Licensed Products not previously reported to LICENSOR.
Such final report shall be supplemented at the end of the next and subsequent months, in the same manner as provided for during
the Life of the Agreement, in the event that LICENSEE learns of any additional royalties due.


 


		f.	LICENSEE shall pay interest to LICENSOR from the due date to the date payment
is made of any overdue royalties or fees, including the Initial Payment, at the rate of 2% above the prime rate as is in effect
from time to time at the bank identified on the cover page of this Agreement, or another major bank agreed to by the LICENSOR and
LICENSEE in the event that the identified bank should cease to exist, provided however, that if the interest rate thus determined
is in excess of rates allowable by any applicable law, the maximum interest rate allowable by such law shall apply.





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Books and Records


 


		2.	LICENSEE shall keep complete books and records of all sales, leases, uses,
returns, or other disposals by LICENSEE of Licensed Products.



 


Rights of Inspecting Books and Records


 


		3.	LICENSOR shall have the right, through a professionally registered accountant
at LICENSOR's expense, to inspect, examine and make abstracts of the said books and records insofar as may be necessary to verify
the accuracy of the same and of the statements provided for herein but such inspection and examination shall be made during business
hours upon reasonable notice and not more often than once per calendar year. LICENSOR agrees not to divulge to third parties any
Sensitive Information obtained from the books and records of LICENSEE as a result of such inspection unless such information (a)
was known to LICENSOR prior to its acquisition by LICENSOR as a result of such inspection; (b) becomes known to LICENSOR from sources
other than directly or indirectly from LICENSEE; or (c) becomes a matter of public knowledge other than by breach of this Agreement
by LICENSOR.



 


SECTION 5 - STANDARDS OF MANUFACTURE
AND QUALITY


 


Standardization and Quality


 


		1.	LICENSEE shall abide by the MAX SOUND DSP Specifications, hereto appended
in Appendix C and as modified from time to time by LICENSOR. All Licensed Product types are subject to acceptance testing by LICENSOR.
All licensed products marked with the Licensed Trademarks must additionally comply with all applicable minimum quality standards
issued and modified from time to time by LICENSOR. On all Licensed Products marked with the Licensed Trademarks LICENSEE shall
abide by reasonable standards of quality and workmanship. Such quality standards shall apply to all aspects of Licensed Products
which influence or reflect upon the audio quality or performance of the Licensed Products as perceived by the end user. LICENSEE
shall with respect to all Licensed Products conform to any reasonable new quality standards requirements as specified by LICENSOR
within a period of ninety (90) days of such specification in writing.



 


Right to Inspect Quality


 


		2.	LICENSEE shall provide LICENSOR with such non-sensitive information concerning
Licensed Products as it may reasonably require in performing its right to enforce quality standards under this Agreement. LICENSEE
will, upon request, provide on a loan basis to LICENSOR a reasonable number of samples
of Licensed Products for testing. In the event that LICENSOR shall complain that any Licensed Product does not comply with LICENSOR's
quality standards, excepting newly specified standards falling within the ninety (90) day time limit of Section 5.01, it shall
promptly so notify LICENSEE by written communication whereupon LICENSEE shall within ninety (90) days suspend the lease, sale or
other disposal of the same.



 


SECTION 6 - TERMINATION AND
EFFECT OF TERMINATION


 


Expiration of Agreement


 


		1.	Unless this Agreement already has been terminated in accordance with the
provisions of this section, this Agreement shall terminate five years from the Effective Date and thereafter is renewable at LICENSEE's
request and Licensor's acceptance of said request.



 


Termination for Cause


 


		2.	At the option of LICENSOR, in the event that LICENSEE breaches any of its
material obligations under this Agreement, subject to the conditions of Section 6.04, this Agreement shall terminate upon LICENSOR's





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giving sixty (60) days advance
notice in writing, effective on dispatch of such notice, of such termination, giving reasons
therefore to LICENSEE, provided however, that, if LICENSEE, within the sixty (60) day period, remedies the failure or default
upon which such notice is based, then such notice shall not become effective and this Agreement shall continue in full force and
effect. Notwithstanding the sixty-day cure period provided under the provisions of this Section 6.02, interest due under Section
4.05 shall remain payable and shall not waive, diminish, or otherwise affect any of LICENSOR's rights pursuant to this Section
6.02.


 


Effect of Termination


 


		3.	Upon termination of the Agreement, except as provided herein, all licenses
granted by LICENSOR to LICENSEE under this Agreement shall terminate, all rights LICENSOR granted to LICENSEE shall revert in





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LICENSOR, and all other
rights and obligations of LICENSOR and LICENSEE under this agreement shall terminate. However, the following rights and obligations
of LICENSOR and LICENSEE shall survive to the extent necessary to permit their complete fulfillment and discharge, with the exception
that subsection 3.h shall not apply in case of expiration as provided subsection in 6.1.


 


		a.	LICENSEE's obligation to deliver a
final royalty report and supplements thereto as required under Section 4;



 


		b.	LICENSOR's right to receive and LICENSEE's obligation to pay royalties,
under Article IV, including interest on overdue royalties, accrued or accruable for payment at the time of termination and interest
on overdue royalties accruing subsequent to termination;



 


		c.	LICENSEE's obligation to maintain books and records and LICENSOR's right
to examine, audit, and copy as provided under Section 4;



 


d.
any cause of action or claim of LICENSOR accrued or to accrue because of any breach or default by LICENSEE;


 


		e.	LICENSEE's obligations with respect to Know-How and Sensitive Information
under Section 3 and LICENSOR's obligations with respect to Sensitive Information under Section 4;



 


		f.	LICENSEE's obligations to cooperate with LICENSOR with respect to Trademark
enforcement under Section 3.04, with respect to matters arising before termination;



 


		g.	LICENSEE's and LICENSOR's obligations regarding public announcements under Section 8; and



 


		h.LICENSEE	shall be entitled to fill orders for Licensed Products already received
and to make or have made for it and to sell Licensed Products for which commitments to vendors have been made at the time of such
termination, subject to payment of applicable royalties thereon and subject to said Licensed Products meeting LICENSOR's quality
standards, provided that LICENSEE promptly advises LICENSOR of such commitment upon termination.



 


The portions
of the Agreement specifically identified in the sub-parts of this Section shall be construed and interpreted in connection with
such other portions of the Agreement as may be required to give them full force and effect.


 


SECTION 7 - LIMITATIONS
OF RIGHTS AND AUTHORITY


Limitation of Rights


 


		1.	No right or title whatsoever in the any Intellectual Property, Know-How
is granted, or implied to be granted by LICENSOR to LICENSEE or shall be taken or assumed by LICENSEE except as is specifically
laid down in this Agreement or otherwise explicitly agreed upon in writing between the parties to this Agreement.



 


Limitation of Authority


 


		2.	Neither party shall in any respect whatsoever be taken to be the agent or
representative of the other party and neither party shall have any authority to assume any obligation for or to commit the other
party in any way.



 


Disclaimer of Warranties and Liability: Hold
Harmless


 


		3.	LICENSOR has provided LICENSEE the rights and privileges contained in this
Agreement in good faith. However, nothing contained in this Agreement shall be construed as (1) a warranty or representation by





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LICENSOR that the MAX
SOUND MAX-D API Audio Processing technology, Know-How, Licensed Copyrighted Works, the Licensed Trademarks, or any Licensed Device,
Licensed Product, or part thereof embodying any of them will be free from infringement of patents, copyrights, trademarks, service
marks, or other proprietary rights of third parties; or (2) an agreement to defend LICENSEE against actions or suits of any nature
brought by any third parties.


 


		4.	LICENSOR disclaims all liability and responsibility for property damage,
personal injury, and consequential damages, whether or not foreseeable, that may result from the manufacture, use, lease, or sale
of Licensed Products and parts thereof, and LICENSEE agrees to assume all liability and responsibility for all such damage and
injury.





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		5.	LICENSEE agrees to indemnify, defend, and hold LICENSOR harmless from and
against all claims (including, without limitation, product liability claims), suits, losses and damages including reasonable attorneys'
fees and any other expenses incurred in investigation and defense, arising out of LICENSEE's manufacture, use, lease, or sale of
Licensed Products, or out of any allegedly unauthorized use of any trademark, service mark, patent, copyright, process, idea, method,
or device (excepting Licensed Trademarks) by LICENSEE or those acting under its apparent or actual authority.



 


Limitation of Assignment by LICENSEE


 


		6.	The rights, duties and privileges of LICENSEE hereunder shall not be transferred
or assigned by it either in part or in whole without prior written consent of LICENSOR. However, LICENSEE shall have the right
to transfer its rights, duties and privileges under this Agreement in connection with its merger and consolidation with another
firm or the sale of its entire business to another person or firm, provided that such person or firm shall first have agreed with
LICENSOR to perform the transferring party's obligations and duties hereunder.



 


Compliance with U.S. Export Control Regulations


 


		7.	LICENSEE agrees not to export any technical
data acquired from LICENSOR under this Agreement, nor the direct product thereof, either directly or indirectly, to any country
in contravention of United States law.



 


		8.	Nothing in this Agreement
shall be construed as requiring LICENSOR to export from the United States, directly or indirectly, any technical data or any commodities
to any country in contravention of United States law.



 


SECTION 8 - MISCELLANEOUS
PROVISIONS


 


Language of Agreement: Language of Notices


 


		1.	The language of this Agreement is English. If translated into another language,
this English version of the Agreement shall be controlling. Except as may be agreed by LICENSOR and LICENSEE, all notices, reports,
consents, and approvals required or permitted to be given hereunder shall be written in the English language representing the same
intent as the original document.



 


Stability of Agreement


 


		2.	No provision of this Agreement shall be deemed modified by any acts of LICENSOR,
its agents or employees or by failure to object to any acts of LICENSEE which may be inconsistent herewith, or otherwise, except
by a subsequent agreement in writing signed by LICENSOR and LICENSEE. No waiver of a breach committed by either party in one instance
shall constitute a waiver or a license to commit or continue breaches in other or like instances.



 


Public Announcements


 


		3.	Neither party shall at any time heretofore or hereafter publicly state or
imply that the terms specified herein or the relationships between LICENSOR and LICENSEE are in any way different from those specifically
laid down in this Agreement. LICENSEE shall not at any time publicly state or imply that any unlicensed products use the MAX SOUND
MAX-D API Audio Processor. If requested by one party, the other party shall promptly supply the first party with copies of all
public statements and of all publicity and promotional material relating to this Agreement, the MAX SOUND MAX-D API Audio Processor,
and/or the Licensed Trademarks.



 


		4.	Except as otherwise specified in this Agreement, all notices, reports, consents,
and approvals required or permitted to be given hereunder shall be in writing, signed by an officer of LICENSEE or





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LICENSOR, respectively, and
sent postage or shipping charges prepaid by certified or registered mail, return receipt requested showing to whom, when and where
delivered, or by Express mail, or by a secure overnight or one- day delivery service that
provides proof and date of delivery, or by facsimile, properly addressed or transmitted to LICENSEE or LICENSOR, respectively,
at the address or facsimile number set forth on the cover page of this Agreement or to such other address or facsimile number as
may from time to time be designated by either party to the other in writing. Wire payments from LICENSEE to LICENSOR shall be made
to the bank and account of LICENSOR as set forth on the cover page of this agreement or to such other bank and account as LICENSOR
may from time to time designate in writing to LICENSEE.


 


Applicable Law




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		5.	This Agreement shall be construed in accordance with the substantive laws,
but not the choice of law rules, of the State of California.



 


Choice of Forum; Attorneys' Fees


 


		6.	To the full extent permitted by law, LICENSOR and LICENSEE agree that their
choice of forum, in the event that any dispute arising under this agreement is not resolved by mutual agreement, shall be the State
of California, San Diego County.



 


		7.	In the event that any action is brought for any breach or default of any
of the terms of this Agreement or otherwise in connection with this Agreement, the prevailing party shall be entitled to recover
from the other party all costs and expenses incurred in that action or any appeal therefrom, including without limitation, all
attorneys' fees and costs actually incurred.



 


Construction of Agreement


 


		8.	This Agreement shall not be construed for or against any party based on any
rule of construction concerning who prepared the Agreement or otherwise.



 


Captions


 


		9.	Titles and captions in this Agreement are for convenient reference only and
shall not be considered in construing the intent, meaning, or scope of the Agreement or any portion thereof.



 


Singular and Plural


 


		10.	Throughout this Agreement,
words in the singular shall be construed as including the plural and words in the plural shall be construed as including the singular.



 


Complete Agreement


 


		11.	This Agreement contains the entire agreement and understanding between LICENSOR
and LICENSEE and merges all prior or contemporaneous oral or written communication between them. Neither LICENSOR nor LICENSEE
now is, or shall hereafter be, in any way bound by any prior, contemporaneous or subsequent oral or written communication except
insofar as the same is expressly set forth in this Agreement or in a subsequent written agreement duly executed by both LICENSOR
and LICENSEE.



 


Severability


 


		12.	Should any portion of this Agreement be declared null and void by operation
of law, or otherwise, the remainder of this Agreement shall remain in full force and effect.



 


Company Representation and Warranty


 


		13.	LICENSEE represents and warrants to LICENSOR that it is not a party to any
agreement, and is not subject to any statutory or other obligation or restriction, which might prevent or restrict it from performing
all of its obligations and undertakings under this License Agreement, and that the execution and delivery of this Agreement and
the performance by LICENSEE of its obligations hereunder have been authorized by all necessary action, corporate or otherwise.



 


Execution


 


		14.	IN WITNESS WHEREOF, the said LICENSOR has caused this Agreement to be executed
on the cover page of this Agreement, in the presence of a witness, by an officer duly authorized and the said LICENSEE has





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caused the same to
be executed on the cover page of this Agreement, in the presence of a witness, by an officer duly authorized, in duplicate original
copies, as of the date set forth on said cover page.


 


 


	MAX SOUND CORPORTATION	LICENSOR/LICENSEE
	TIP SOLUTIONS, INC.	LICENSOR/LICENSEE




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SECTION 9 - APPENDICES


 


APPENDIX A - "MAX
SOUND MAX-D DSP AUDIO PROCESSOR"


Introduction


The MAXD library provides superior quality
audio from compressed formats such as MP3, AAC, etc. The DSP allows Licensor to program additional custom presets can be created
by MAXD and inserted into the DSP upon approval.


 


Overview


MAXD consists of a single shared library compiled
for the target platform and delivered as a binary. The library is written in Android.


 


Presets and EQ Settings


MAXD is preconfigured with presets that are
tuned to different musical genres. A preset is set when a buffer is submitted for processing, and remains active until a different
preset is programmed on the DSP.


 


APPENDIX B - TYPICAL SPECIFICATIONS
FOR MAX SOUND MAX-D API


 


MAX SOUND MAX-D DSP software shall comply with the following
audio specifications in production (when measured through a standard internet playback device);


 


Audio data rate for two channels:PCM


Frequency Response:20
Hz - 20 kHz+/-0.2 dB Dynamic Range:Greater than 85 dB


Distortion:Less than 0.1% at 1 kHz


Less than 0.5%, 20 Hz - 20 kHz


 


APPENDIX C – MAX SOUND MAX-D
DSP LICENSEE INFORMATION MANUAL


API


The DSP for MAXD is basic.
The host application creates an instance of the MAXD object, passing in a default buffer size and sample rate. The host then simply
calls the process routine as audio buffers become available. LICENSEE will be placing API on their hosted servers for the purposes
of processing their licensed content catalogue. (See COMMAND LINE APPLICATION REQUIREMENTS – page 16)


 


Methods Instantiating a MAXD object MaxSound(int
buffLen, int sampleRate)


Parameters: buffLen: maximum buffer size


sampleRate: the sample rate to be used for this
instance Returns: new MaxSound instance


 


Buffer Processing


void processBuffer_i(const int* const inBuffer,
int* const outBuffer,


float low, float med, float,


int preset_id, int dataLength)


 


Parameters:


inBuffer: pointer to input buffer


outBuffer: pointer to output buffer that will
be filled by MAXD low: low band eq (range 0 to 100, 50 nominal)




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med: medium band eq (range 0 to 100, 50
nominal) high: high band eq (range 0 to 100, 50 nominal) preset: preset ID, dependent on particular device


dataLength: length of valid data in buffer (<=
max buffer length set in constructor) Returns: none


 


Command Line Application Requirements
Proposed API


The application will be run on the command line
as follows:


ms_processor -i input_filename -o output_filename -p
preset -s sample_rate


		ï	When processing is complete, the application will return an error code of 0
if it is successful or 1 if it is not.





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		ï	The application will write an error message to std_err if an error occurs.



		ï	The input wave file must be 16-bit linear PCM and can be at any sample rate.



 


APPENDIX D - MAXD & TIP Logos
and trademarks














 


These are examples only higher
resolution graphics will be provided when needed.


APPENDIX E – Deliverables


		1.	LICENSOR will:



		2.1.1	Support a per device License-based business model, where LICENSOR will receive
agreed percentage of license revenue per device once sold (wholesale or retail).



		2.1.2	MAX-D will develop and deliver a short video demo for Licensee showing the
MAX-D Advantage.



		2.1.2.1	The demo’s purpose will be to give Licensee’s end-users a chance
to hear samples of why their device sounds better than other devices without MAX-D.



2.1.3     
Provide Licensee with MAXD on DSP.


		2.	LICENSEE will:



2.2.1     
Install MAX-D at the DSP chip level of Licensee’s devices.


2.2.1.1 
Plus adding relevant MAX-D Branding pursuant to this Agreement.


		2.2.1.2	Deliver a short MAX-D video demo demonstrating the MAX-D Advantage.



		2.2.2	Support a License-based business model, where LICENSOR will receive agreed
percentage per device once sold (wholesale or retail).







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