AGREEMENT BETWEEN JPR GLOBAL AND MISTER UNIVERSE INTERNATIONAL

This Agreement ("Agreement") is made and entered into as of the Effective Date defined below, by and between:
JPR GLOBAL, a company incorporated and existing under the laws of South Africa, with its principal place of business at [Insert Address] ("JPR GLOBAL"), and
MISTER UNIVERSE INTERNATIONAL, an international competition organization with its principal office at [Insert Address] ("MUI").
Effective Date: This Agreement shall become effective on the date of last signature by the duly authorized representatives of both parties.

1. LICENSE AND PARTICIPATION RIGHTS

1.1 Grant of License: MUI hereby grants JPR GLOBAL the exclusive right and license to have the official representatives of Mister South Africa and Mister Teen South Africa ("Delegates") participate in the Mister Universe International and Mister Teen Universe International competitions, respectively, to be held between 6 - 12 October 2025 in Panama.
1.2 Participation Fee: JPR GLOBAL shall pay MUI a fee of $500 (Five Hundred US Dollars) per candidate, totaling $1,000 USD for two delegates. Payment shall be made by 8 October 2025, coinciding with the arrival of the Delegates in the host country.
1.3 Annual Renewal: This Agreement shall be automatically renewable on an annual basis unless terminated in accordance with Section 7.

2. IMPERIAL VOTES VOTING PLATFORM
2.1 Mandatory Use: MUI agrees to exclusively utilize the Imperial Votes platform for the People’s Choice voting component for both the Mister Universe International and Mister Teen Universe International competitions.
2.2 Revenue Share: The standard Imperial Votes revenue split shall apply:
• 30% of voting revenue shall be retained by Imperial Votes;
• 70% of voting revenue shall be paid to MUI.
2.3 Non-Compliance Clause: Failure by MUI to comply with the use of Imperial Votes and the associated revenue terms shall entitle JPR GLOBAL to:
• Withhold the $1,000 licensing fee payable for the South African Delegates; and
• Claim damages or potential lost income, as determined by a competent authority or arbitrator.

3. TRADEMARK OWNERSHIP AND DELEGATE CONTROL
3.1 Trademark Rights: JPR GLOBAL affirms and MUI acknowledges that JPR GLOBAL is the exclusive owner of the trademarks: Mister South Africa, Mister Teen South Africa, and Mister Universe South Africa, in the country
of South Africa. Furthermore, this agreement does not grant MUI rights of usage or ownership to any of the trademarks owned by JPR Global including but not limited to Mister South Africa official, Mister South Africa Teen, Mister Teen South Africa or Mister Universe South Africa.
3.2 Delegate Approval: As a result of such trademark ownership, only candidates officially approved by JPR GLOBAL, Mister South Africa, Mister Teen South Africa, and Mister Universe South Africa shall be eligible to represent South Africa in MUI events.
3.3 Exclusivity of Representation: No South African citizen, resident, or individual of South African descent may participate in any MUI competition under the designation "South Africa" without the prior written approval of JPR GLOBAL and the above-named trademarks.

4. TERM AND TERMINATION
4.1 Initial Term: This Agreement shall be valid for a period of twelve (12) months from the Effective Date.
4.2 Renewal: The Agreement shall automatically renew annually unless either party provides at least sixty (60) days written notice prior to the expiration of the current term.
4.3 Termination for Cause: Either party may terminate this Agreement with immediate effect upon written notice in the event of:
• A material breach by the other party not remedied within 30 days of written notice;
• Insolvency or bankruptcy of the other party;
• Reputational damage arising from the other party’s actions.
4.4 Effect of Termination: Upon termination, the rights and obligations herein shall cease, except for any outstanding obligations, including payments and liability for damages under Section 2.3 and Section 6.

5. DAMAGES FOR BREACH
5.1 In the event of a breach of this Agreement by either party, the non-breaching party shall have the right to claim reasonable damages, including but not limited to actual, consequential, and foreseeable losses arising directly from the breach. The right to claim such damages shall be in addition to any other rights or remedies available under this Agreement or under applicable law.

6. GOVERNING LAW AND DISPUTE RESOLUTION
6.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, United States of America, without regard to its conflict of law principles.
6.2 Dispute Resolution: Any dispute arising out of or in connection with this Agreement shall first be attempted to be resolved amicably through negotiation between the parties. If unresolved, it shall be submitted to binding arbitration under the rules of the American Arbitration Association (AAA), with arbitration to take place in Chicago, Illinois.

7. DISPUTE RESOLUTION AND ARBITRATION
7.1 Good Faith Negotiation: In the event of any dispute or disagreement arising from or related to this Agreement, the parties agree to first attempt to resolve the matter amicably through good faith negotiations.
7.2 Binding Arbitration: If the parties are unable to resolve the dispute through negotiation within thirty (30) days, either party may submit the dispute to final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect.
7.3 Location and Language: The arbitration shall take place in Chicago, Illinois, and shall be conducted in the English language.
7.4 Arbitrator and Costs: The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or in the absence of agreement, appointed by the AAA. The costs of arbitration, including reasonable attorneys’ fees and expenses, shall be borne by the non-prevailing party as determined by the arbitrator.
7.5 Enforceability: The arbitration award shall be final, binding, and enforceable in any court of competent jurisdiction.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

JPR GLOBAL MISTER UNIVERSE INTERNATIONAL