MAX SOUND, INC. 2901A COLORADO AVE. SANTA MONICA, CA.

This MAX SOUND ADVISORY BOARD CONSULTING AGREEMENT is made effective as of September 27, 2011 (the “Effective Date”), by and between Max Sound Corporation, a Delaware Corporation, 2902 A Colorado Ave, Santa Monica, CA 92130 ("Company") and Sugar Rautbord, 161 E. Chicago Ave, #D & E, Chicago, IL 60611 and Lane Davis, 83 Champions Blvd., Rogers, AR 72758 ("The Consultants”) acting mutually as Independent Contractors.

1. Background. The Company desires to retain the services of Consultants on the Company’s Advisory Board to provide primarily general advice on current standard practices and trends in Consultants area of expertise and from time -to-time in a consulting capacity with respect to certain activities or specific projects as described in this Agreement, and Consultants are willing so to act.

 

2. Description of Services . Company hereby retains Consultants as members of the Advisory Board of, and Consultants to, the Company, and Consultants hereby agree to (i) act as members of the Company’s Advisory Board and attend quarterly meetings of the Company’s Advisory Board (the “Advisory Board Service”) and (ii) spend one day per quarter in person at the Company’s headquarters or such other place that the Company may reasonably request acting as a Consultants on such matters as the Company may reasonably request (the “Consultants Service”). Including the foregoing time commitments, the Consultants will devote up to eight (8) days in total annually to providing the Advisory Board Service and the Consulting Service to the Company pursuant to this Agreement. The Consultants will be engaged by the Company as a Consultants for the exchange of strategic and business development ideas. Consultant’s relationship with the Company shall be that of an independent contractor and not that of employees. Accordingly, Consultants will not be eligible for any employee benefits, nor will the Company make deductions from payments made to Consultants for taxes, which shall be solely Consultant’s responsibility. Consultants shall have no authority to enter into contracts, which bind the Company or create obligations on the part of the Company.

 

3. Term and Expiration. This Agreement shall become effective as of the Effective Date and shall remain in effect for five (5) years. Either Consultants or the Company may terminate this Agreement at any time by giving the other party thirty (30) days’ prior written notice of termination, and such termination shall not affect the Consultant’s continuing obligations to the Company under Section 5.

 

4. Consideration. As a full consideration for the Advisory Board Service and the Consultants Service provided hereunder, the Company will grant to Consultants , subject to approval of the Company’s board of directors, one hundred thousand shares split equally between Consultants of the Company’s Common Stock at fair market value at the date of grant.

 

5. Publicity. The Company shall, with prior written approval by Advisor, have the right to use the name, biography and picture of Advisor on the Company’s website, marketing and advertising materials.

6. Proprietary Information and Assignment of Inventions.

(a) Confidentiality of Proprietary Information. Consultants are not obligated to receive Proprietary Information (as defined below), however Consultants understands and agrees that all Proprietary Information shall be the sole property of the Company and its assigns, including all trade secrets, patents, copyrights and other rights in connection therewith. Consultants will hold in confidence and not directly or indirectly use or disclose to any third parties, both during Consultant’s consulting relationship with the Company and for a period of five (5) years after its termination (irrespective of the reason for such termination), any Proprietary Information Consultants obtains or creates during Consultant’s consulting relationship, except to the extent authorized by the Company, or until such Proprietary Information becomes generally known. Third parties include any foreign or domestic patent office. Consultants agrees not to make copies of such Proprietary Information except as authorized by the Company. Upon termination of Consultant’s consulting relationship or upon an earlier request of the Company, Consultants will return or deliver to the Company all tangible forms of such Proprietary Information in Consultant’s possession or control, including but not limited to drawings, specifications, documents, records, devices, models or any other material and copies or reproductions thereof.

(b) License and Assignment of Rights. Consultants acknowledges that all inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets which are made by Consultants (solely or jointly with others) within the scope of and as part of Consultant’s consultancy with the Company (collectively referred to herein as “Inventions”) are “works made for hire” (to the greatest extent permitted by applicable law) and are compensated by such amounts paid to Consultants under this Agreement, unless regulated otherwise by the mandatory law of the state of Washington. To the extent that Consultants owns or controls intellectual property rights of any kind in any pre-existing works which are subsequently incorporated by Consultants in any Inventions without the express written permission of the Company, Consultants hereby grants the Company a royalty-free, irrevocable, world-wide, perpetual, non-exclusive license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, sell, license, disclose, publish, or otherwise disseminate or transfer such subject matter. Consultants also agrees and warrants that Consultants will not use or incorporate third party proprietary materials into Inventions or disclose third party proprietary information to Company.

7. Non-Compete; Non-solicitation. During the term of Consultant’s consultancy and for one (1) year thereafter, Consultants will not, without the Company’s prior written consent, (a) directly work on any products or services, or indirectly work on any commercial products or services, that are competitive with products or services (i) being commercially developed or exploited by the Company during Consultant’s consultancy and (ii) on which Consultants worked or about which Consultants learned Proprietary Information during Consultant’s consultancy with the Company; or (b) solicit the employment of any employee of the Company with whom Consultants has had contact in connection with the relationship arising under this Agreement.

8. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California.

9. No Conflict. Consultants represent that Consultants performance of all the terms of this Agreement and that Consultant’s retention as an advisor by the Company does not and will not breach any agreement to keep in confidence any proprietary information acquired by Consultants in confidence prior to Consultant’s retention as an advisor by the Company. Consultants have not entered into, and agree Consultants will not enter into, any agreement, either written or oral, in conflict with the foregoing sentence. Consultan ts understands as part of the consideration for the offer to retain Consultants as an advisor, and of Consultant’s retention as an advisor by the Company, that Consultants has not brought and will not bring with Consultants to the Company or use in the performance of Consultant’s responsibilities at the Company any equipment, supplies, facility or trade secret information of any current or former employer which are not generally available to the public. Consultants also understands that, in Consultant’s retention as an advisor with the Company, Consultant is not to breach any obligation of confidentiality that Consultants has to others, and Consultants agrees that Consultants shall fulfill all such obligations during Consultant’s retention as an advisor with the Company.

10. Mediation and Arbitration. Any dispute arising under this Agreement shall be resolved through mediation - arbitration approach. The parties agree to select a mutually agreeable, neutral third party to help them mediate any dispute that arises under the terms of this Agreement. Costs and fees associated with the mediation shall be shared equally by the parties. If the mediation is unsuccessful, the parties agree that the dispute shall be decided by a single arbitrator by binding arbitration under the rules of the American Arbitration Association in Seattle, Washington. The decision of the arbitrator shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction by either party. The prevailing party in the arbitration proceedings shall be awarded reasonable attorney fees, expert witness costs and expenses, and all other costs and expenses incurred directly or indirectly in connection with the proceedings, unless the arbitrator shall for good cause determine otherwise.