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Cognysync Tech Client

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Management Services Agreement

This Agreement is made effective as of May 30, 2024, by and between TITLEPAL, INC, of
586 Cobb Parkway S, Marietta, Georgia 30060, and Cognysync Technologies LLC, of 2727
Lyndon B Johnson Fwy, Suite 210, Farmers Branch, Texas 75234.
In this Agreement, the party who is contracting to receive services shall be referred to as
"TITLEPAL", and the party who will be providing the services shall be referred to as
"Cognysync".
Cognysync has a background in Software Development and Services and is willing to
provide services to TITLEPAL based on this background.
TITLEPAL desires to have services provided by Cognysync.
Therefore, the parties agree as follows:
1. Description of Services
Beginning on May 30, 2024, Cognysync will provide the following management services
(collectively, the "Services"):
1.1. Artificial Intelligence Services: Cognysync will develop and implement AI solutions
tailored to TITLEPAL's specific business needs. This includes, but is not limited to,
designing AI algorithms, training machine learning models, integrating AI into existing
systems, and ensuring the AI solutions are optimized for performance and accuracy.
1.2. Software Development: Cognysync will design, code, and deploy custom software
applications that meet TITLEPAL's requirements. This involves full-cycle software
development, from initial requirement gathering and system design to coding, testing,
deployment, and ongoing maintenance. The software solutions will be tailored to
improve TITLEPAL's operational efficiency and support its strategic objectives.
1.3. Technology Consulting: Cognysync will provide expert advice on various aspects of
technology strategy, systems integration, and optimization. This includes assessing
TITLEPAL's current technology infrastructure, recommending improvements, assisting
with the selection and implementation of new technologies, and providing ongoing
support to ensure the technology aligns with TITLEPAL's business goals.

586 Cobb Parkway S, Marietta, Georgia 30060


Email: mike@titlepal.com | Website: https://titlepal.com/
Cognysync agrees to devote its best effort to the performance of its management
services. The parties further agree Cognysync will perform such other services as agreed
upon by the parties from time to time.
Cognysync's services will include working on various projects for TITLEPAL in Software
and AI, detailed as follows:

1.4. AI Projects:
• Predictive Analytics: Development of predictive models to forecast business
trends and outcomes.
• Natural Language Processing (NLP): Implementation of NLP solutions to enhance
customer service and support operations.
• Computer Vision: Deployment of computer vision technologies for image and
video analysis relevant to TITLEPAL's operations.
1.5. Software Projects:
• Custom CRM Systems: Designing and deploying customer relationship
management systems tailored to TITLEPAL's needs.
• Mobile and Web Applications: Development of mobile and web applications to
enhance TITLEPAL's digital presence and customer engagement.
• Data Management Systems: Creating robust data management systems to
handle large volumes of data efficiently and securely.
2. Performance of Services
The manner in which the Services are to be performed and the specific hours to be
worked by Cognysync shall be determined by Cognysync. TITLEPAL will rely on
Cognysync to work as many hours as may be reasonably necessary to fulfill Cognysync's
obligations under this Agreement.
3. Payment
TITLEPAL will pay a fee to Cognysync for the Services in the amount of $0.00. This fee
shall be payable in a lump sum milestone-based billing as mentioned in the Statement of
Work (SOW).

586 Cobb Parkway S, Marietta, Georgia 30060


Email: mike@titlepal.com | Website: https://titlepal.com/
Additionally, TITLEPAL will compensate Cognysync with ten million (10,000,000) shares
in DWISE for the Services specified in the SOW attached hereto as Exhibit A. Transfer of
shares shall be executed within [thirty (30) days/specific period] of the Effective Date.
4. Expense Reimbursement
Cognysync shall pay all "out-of-pocket" expenses and shall not be entitled to
reimbursement from TITLEPAL.
5. New Project Approval
Cognysync and TITLEPAL recognize that Cognysync's Services will include working on
various projects for TITLEPAL. Cognysync shall obtain the approval of TITLEPAL prior to
the commencement of a new project.
6. Term/Termination
This Agreement may be terminated by either party upon 30 days written notice to the
other party.
7. Relationship of Parties
It is understood by the parties that Cognysync is an independent contractor with respect
to TITLEPAL, and not an employee of TITLEPAL. TITLEPAL will not provide fringe benefits,
including health insurance benefits, paid vacation, or any other employee benefit, for
the benefit of Cognysync.
8. Notices
All notices required or permitted under this Agreement shall be in writing and shall be
deemed delivered when delivered in person or deposited in the United States mail,
postage prepaid, addressed as follows:
If for TITLEPAL:
TITLEPAL, INC
Michael Farr
CEO
586 Cobb Parkway S
Marietta, Georgia 30060

586 Cobb Parkway S, Marietta, Georgia 30060


Email: mike@titlepal.com | Website: https://titlepal.com/
If for Cognysync:
Cognysync Technologies LLC
Kimberly T Rowe
President
2727 Lyndon B Johnson Fwy, Suite 210,
Farmers Branch, Texas 75234
Such address may be changed from time to time by either party by providing written
notice to the other in the manner set forth above.
9. Entire Agreement
This Agreement contains the entire agreement of the parties and there are no other
promises or conditions in any other agreement whether oral or written. This Agreement
supersedes any prior written or oral agreements between the parties.
10. Amendment
This Agreement may be modified or amended if the amendment is made in writing and
is signed by both parties.
11. Severability
If any provision of this Agreement shall be held to be invalid or unenforceable for any
reason, the remaining provisions shall continue to be valid and enforceable. If a court
finds that any provision of this Agreement is invalid or unenforceable, but that by
limiting such provision it would become valid and enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.
12. Waiver of Contractual Right
The failure of either party to enforce any provision of this Agreement shall not be
construed as a waiver or limitation of that party's right to subsequently enforce and
compel strict compliance with every provision of this Agreement.
13. Applicable Law
This Agreement shall be governed by the laws of the State of Texas.

586 Cobb Parkway S, Marietta, Georgia 30060


Email: mike@titlepal.com | Website: https://titlepal.com/
14. Signatories
This Agreement shall be executed on behalf of TITLEPAL, INC by Michael Farr, its CEO,
and on behalf of Cognysync Technologies LLC by Kimberly T Rowe, its President.

Party receiving services:


TITLEPAL, INC

By: __________
Michael Farr
CEO
Date: May
____30,
___2024
____
Email: mike@titlepal.com

Party providing services:


Cognysync Technologies LLC

By: ____________
Kimberly T Rowe
President
Date: May 30, 2024
Email: hr@cognysynctech.com

586 Cobb Parkway S, Marietta, Georgia 30060


Email: mike@titlepal.com | Website: https://titlepal.com/

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