Exhibit 10.4


 


Mobovivo Game Engine Software Licencing
Agreement


 


 


This Software License
Agreement (Agreement) is entered into this 11  day of March , 2020 between Mobovivo Inc., an Alberta incorporated
company (Mobovivo), with offices at 246 2464 Stewart Green SW (Licensor), and Father Time, Inc. a Delaware corporation, with offices
at 7111 Hayvenhurst Ave, Van Nuys, CA 91406 (Licensee).


 


WHEREAS, Licensor owns
the Mobovivo Sports Game Engine (Software); and


 


WHEREAS, Licensee is
desirous of Licensor developing Software for Licensee’s non-exclusive use; to utilize such Software, and to make customizations,
updates and/or corrections; and


 


WHEREAS, for the good
and valuable consideration, the receipt of which is hereby acknowledged, Licensor is willing to license the Software to Licensee;
and


 


WHEREAS, Licensee is
willing to accept the Software license under the conditions set forth set forth above.


 


NOW, THEREFORE the
parties agree as follows:


 


1. LICENSE GRANTED


 


Subject to the terms
and conditions of this Agreement and in consideration of Licensee’s obligation to pay monetary fees as outlined in Schedule
A, such fees which may be adjusted from time to time by mutual written consent of the parties, Licensor hereby grants, and Licensee
hereby accepts, a worldwide, non-exclusive, non-transferable, irrevocable, perpetual right and licence, to use the Software and
all related documentation for use in sports related mobile apps.


 


Licensor also grants
permission to Licensee to make and create customizations, updates or corrections to the Software. The parties agree that Licensor
shall continue to own all right, title and interest in and to the Software and all intellectual property rights embodied therein
or related thereto including, but not limited to, the source and object codes and any customizations, updates and corrections
to the Software. Except as expressly provided herein, no intellectual property rights are granted to Licensee by implication,
estoppel, or otherwise.


 


Licensee will safeguard
the Software and its related materials with that degree of normal due care commensurate with reasonable standards of industrial
security for the protection of trade secrets and proprietary information so that no unauthorized use is made of them and no disclosure
of any part of their contents is made to anyone other than Licensee’s employees, agents or consultants whose duties reasonably
require such disclosure, or as necessary in the ordinary course of business. Licensee shall make all such persons fully aware
of their responsibility to fulfill the obligations of Licensee under this Agreement.


 


2. SOFTWARE PROVIDED
“AS IS”


 


Licensor warrants that
it has the right to provide the Software to Licensee hereunder. Otherwise, Licensor provides the Software to Licensee “as
is.” Licensor makes no warranties or representations that the Software is free of errors or defects, or that it adequately
performs the functions it is intended to perform. Licensee shall test the Software to insure its acceptability for Licensee’s
purpose prior to putting the Software in productive use.


 


Licensor is under no
obligation to update or correct defects or errors in the Software. If Licensor does provide Licensee with updates or corrections,
the terms and conditions of this Agreement shall apply.


 





    	 	 	 



    	 



    

 


THE SOFTWARE IS
PROVIDED “AS IS” AND LICENSOR MAKES NO OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO
THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 


 


3. WARRANTIES OF LICENSEE


 


Related to customizations, updates and/or
corrections of Licensee to the Software, Licensee represents and warrants that:


 


	 	(i)	Licensee has all intellectual property
    rights necessary to produce customizations, updates and/or corrections to the Software; 


 


	 	(ii)	Licensee does not infringe the intellectual property
    rights of any third party; 


 


	 	(iii)	Licensee will make any customizations or enhancements
    to the Software under this Agreement in accordance with industry standards and in a professional and workman-like fashion;
    


 


	 	(iv)	Following completion of any customizations or enhancements
    to the Software, such will remain free from material programming errors and defects in workmanship and materials, and will
    substantially conform to the specifications and any related documentation for ninety (90) days (“Warranty Period”).
    If material programming errors are discovered during the Warranty Period, Licensee shall promptly remedy such errors at no
    additional expense to Licensor. 


 


4. PROPERTY RIGHTS
AND RESTRICTIONS ON USE


 


Licensee recognizes
that the Software, and customizations, updates or corrections, if any, are the property of, and all rights thereto, are owned
by Licensor. Licensee also acknowledges that such are a trade secret of Licensor, are valuable and confidential to Licensor, and
that its use and disclosure must be carefully and continuously controlled.


 


Title to the Software,
and customizations, updates or corrections, if any, shall at all times remain with Licensor.


 


Licensee shall keep
the Software, and customizations, updates and/or corrections, if any, free and clear of any claims, liens and encumbrances attributable
to the use or possession of the Software by Licensee. Any act of Licensee, whether voluntarily or involuntarily, purporting to
create a claim of encumbrance shall be void.


 


The Software is for
the sole use of Licensee and shall be used only for the purpose set forth in this Agreement.


 




    	 	 	 



    	 



    

 


Licensee shall treat
the Software, and customizations, updates and/or corrections, if any, as confidential and proprietary, and shall protect it in
the same manner that it protects the confidentiality of its own information. While this Agreement is in effect, or while Licensee
has custody and possession of the Software, Licensee will not:


 


	 	(i)	provide or make available the Software to any person
    or entity other than employees of Licensee who have a need to know consistent with Licensee’s use thereof under this
    Agreement; or 


 


	 	(ii)	create or attempt to create, or permit others to
    create or attempt to create, by disassembling, reverse engineering or otherwise, the source program or any part thereof from
    the object program or other information made available to Licensee pursuant to this Agreement. 


 


Licensee agrees to
promptly notify Licensor if it obtains information as to any unauthorized possession, use or disclosure of the Software by any
person or entity, and further agrees to cooperate with Licensor in protecting Licensor’s proprietary rights.


 


If Licensee, its officers,
agents, or employees, breach any provision of this Agreement, such breach must be cured within thirty (30) days of receipt of
Licensor’s written notice describing such breach. If such breach is not cured within the thirty (30) days after receipt
of the notice, Licensee shall pay Licensor reasonable monetary payments for loss and/or damages related to such breach.


 


5. TERM


 


	 	a)	Non-performance of the contract terms. 


 


In the event of termination
of this Agreement pursuant to the above, Licensor shall have the right to take possession of the Software.


 


Termination of this
Agreement shall not relieve either party of its obligations pursuant to Sections 2, 3, 4, 5 and 6 hereof.


 


6. INDEMNIFICATION
AND LIMITATION OF LIABILITY


 


Licensee agrees to
indemnify and hold Licensor harmless from and against all loss, cost, expense or liability (including reasonable attorney’s
fees) arising out of a claim by a third party against Licensor based upon Licensee’s use of the Software.


 


Licensee agrees to
indemnify and hold Licensor harmless from any loss or damages to Licensor related to, or associated with Licensee’s customizations,
updates and/or corrections to the Software.


 


Licensee agrees to
indemnify and hold Licensee harmless, and defend at its expense, any action brought against Nationwide, its officers, directors,
employees, shareholders, legal representatives, agents, successors and assigns (“Nationwide Indemnified Parties”)
to the extent that it is based on a claim that the customizations, updates and/or corrections developed by Licensee infringe any
intellectual property rights of any third parties.


 


Licensor shall have
no liability to Licensee for any damage sustained by Licensee as a result of Licensee’s use of the Software, whether such
damages would arise as a result of breach of contract, tort or otherwise. Licensee has tested the Software and relies on its own
judgment in utilizing it.


 




    	 	 	 



    	 



    

 


Licensor warrants that
the use of the initially provided Software will not infringe any patent, copyright, or trademark in the United States or elsewhere,
and Licensor shall indemnify and hold Licensee harmless against any and all losses, damages and expenses, (including attorney’s
fees and other costs of defending any infringement action) which Licensee may sustain or incur as a result of a breach of this
warranty.


 


Obligations set forth
herein are contingent upon the other party:


 


	 	a)	Providing the indemnifying party with prompt written
    notice of any action brought against the other party; and 


 


	 	b)	The other party cooperating with the indemnifying
    party in the defense of any such action, and allowing the indemnifying party to control the defense and settlement of any
    such action at its expense; 


 


Licensor shall have
no obligation to defend any action or indemnify Licensee from damage if:


 


	 	(i)	Licensee, in providing customizations, updates and/or
    corrections to the Software, infringes upon the intellectual property of any third party.


 


	 	(ii)	Licensee is not using the most current version of
    the Software and the action would have been avoided without such combined use. 


 


	 	(iii)	Licensee has modified the Software in combination
    with other Software and the action would have been avoided without such combined use.


 


	 	(iv)	Licensee is using the Software in combination with
    other Software and the action would have been avoided without such combined use 


 


7. FORCE MAJUERE


 


Either party shall
be excused from failures or delays in delivery or performance hereunder if such failure or delay is attributable to causes beyond
the reasonable control of the party, which makes such performance or delivery commercially impractical. In the event of any such
delay, the time of delivery or performance and time of payment shall be extended for a period of time equal to the time lost by
reason of such delay (unless otherwise specified in writing between the parties hereto).


 




    	 	 	 



    	 



    

 


8. NOTICES


 


All notices shall be
in writing and shall be deemed to be delivered when deposited in the United States Postal Services, postage prepaid, return receipt
requested, or when sent by telegram, telex, or facsimile. All notices shall be directed to Licensee or to Licensor, its successors
or assigns, at the respective addresses set forth on the signature page of this Agreement or to such other address as one party
may, from time to time, designate by notice to the other party.


 


9. RELATIONSHIP OF
THE PARTIES


 


The parties to this
Agreement are affiliated companies and this Agreement will not establish any relationship of partnership, joint venture, employment,
franchise, or agency between the Parties. Neither Party will have the power to bind the other or incur obligations on the other’s
behalf without the other’s prior written consent.


 


10. PUBLICITY


 


A public press announcement
related this Agreement may be made, but only if mutually agreed to in writing by the Parties.


 


11. WAIVER


 


No waiver of any breach
of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any
other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of
the waiving Party.


 


12. COMPLETE AGREEMENT


 


This Agreement constitutes
the complete and exclusive statement of this agreement between the parties hereto and supersedes any and all prior express implied
agreements or understandings between the parties hereto concerning the subject matter hereof. No amendment, waiver or other alteration
of this Agreement may be made except by mutual agreement in writing.


 


If any provision or
provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not be affected thereby and the parties shall negotiate replacement provisions for those provisions
which are held invalid, illegal or unenforceable which as closely as possible express the intent of those provisions.


 


13. RESTRICTIONS OF
TRANSFER


 


This Agreement and
the rights and obligations under this Agreement shall not be transferable, sublicensable or assignable to any other person, firm
or corporation by Licensee, without the express prior written consent of the Licensor. The rights and obligations of this Agreement
shall insure to the benefit of and be binding upon the parties hereto, their successors and permitted assigns.


 


14. GOVERNING LAW


 


This Agreement shall
be construed in accordance with the laws of the Province of Alberta.


 





    	 	 	 



    	 



    

 


15. NO CONSTRUCTION
AGAINST THE DRAFTER


 


The parties agree that
this Agreement is the result of careful negotiations between sophisticated parties and thus any principle of construction or rule
of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency
or ambiguity in such agreement shall not apply to the terms and conditions of this Agreement.


 


16. HEADINGS


 


The various headings
in this Agreement are inserted for convenience only, and shall not affect the meaning or interpretation of this Agreement or any
paragraph or provision hereof.


 


IN WITNESS WHEREOF,
the parties hereto have set their hands as of the day and year first above written.


 




	 	 	 	 	 	 	 
	Mobovivo Inc	 	Father Time Inc..
	 	 	 	 
	Name:	 	Trevor
                                         Doerksen
















         
	 	Name:	 	Bob
                                         Waligunda



         

	 	 	 	 	 	 	 
	Title:	 	CEO



         
	 	Title:	 	CEO



         

	 	 	 	 	 	 	 
	Date:	 	March
                                         11, 2020



         
	 	Date:	 	March
                                         11, 2020



         

	 	 	 	 	 	 	 
	By:	 	



         
	 	By:	 	 



         



 



    	 	 	 



    	 



    



 


SCHEDULE A: Schedule of License Fees:



 


2020 - $
30,000


 


2021 - $
50,000


 


2022 - $100,000


 


2023 - $100,000


 


The payments are to be made
in full before by Licensee before the end of each respective year.