TALENT CONTRACT

This Agreement entered into this __ of _____________, 2016 between:

ZAPMEGA INCORPORATED, a Corporation organized and existing under the laws of the
Philippines, with principal office at # 81 Bulusan St., Laloma Quezon City, hereinafter referred
to as “ADVERTISER,”

- and -

TERESA FAJKSOVA , A Czech Republic, of legal age, with residence address at Carousel
Productions, Inc., 7 Ideal Street, Addition Hills, Mandaluyong City, Philippines, (hereinafter
referred to as “THE TALENT”) herein assisted for purposes of this contract by her Talent
Manager Carousel Productions, Inc., 7 Ideal Street, Addition Hills, Mandaluyong City,
Philippines, (hereinafter referred to as the “TALENT MANAGER”),

WITNESSETH:

WHEREAS, the Advertiser is launching an advertising campaign for a line of bag known as,
Jovanni International Bags which includes, travelling bags, ladies bags, backpacks, hereinafter
referred to as “The Products.”

WHEREAS, the Advertiser desires to engage the services of the Talent in connection with the
advertising campaign of said products, and the Talent has agreed to render services hereinafter
described.

NOW, THEREFORE, for an in consideration of the foregoing premises, both parties agree to the
following terms and conditions:

1. DURATION OF CONTRACT

The Contract commences on ____________________, 2016 and shall remain valid

until _________________, 2018 (24 months)

2. SERVICES

2.1 Provision of Services

The Talent shall provide the following Services, at the times and in the frequency,
quantity and manner specified in the Duration of Services:

a. To appear and perform as Endorser in the Advertiser’s production of Jovanni

International Bags Campaign (hereinafter referred to as the “Advertising
Materials” limited to the following medium of advertisement:
- Bag tag
- Print Ads
- Posters
- Brochures/Flyers
- Bus/Van Ads
- Billboard Ads
- Social Media Ads
b. To make herself available for shoot preparation such as costume fittings, hair and
make-up tests, and other pre-production activities as may be deemed necessary to
adequately prepare Talent to fulfil the services contracted for.
 c. To attend and complete the pictorial required for the completion of the production
of the Advertising Materials.

2.2 Duration of Services

The talent shall provide and complete the Services within the following periods:
a. One (1) work day of test shooting, rehearsal/workshop, actual production, and
pictorial.
b. A maximum of one (1) work day for re-takes and re-photography of unsuitable
portions therein, if any, within the purview of agreed upon concept, direction, and
execution to ensure that production is commercially acceptable to the advertiser.

3. PAYMENT
In consideration of the Talent providing the Services, the Advertiser shall pay the Talent
Manager Two Hundred Fifty Thousand Pesos (Php250,000.00). The Advertiser also
agrees to provide the Talent with a round-trip airline ticket, hotel accommodation, meals
and other incidental expenses for the duration of her stay.

4. ADVERTISING MATERIAL

4.1 Advertising Material

All Advertising Material is the property of the Advertiser. The Advertiser may
however use the Advertising Material only for the purposes stated herein.

The Advertiser is authorized to release, publish or cause a duplication of the

Advertising Material and the Advertiser retains the sole right, title and property in and
to the same. The Talent hereby waives all rights, interests and claims to such
materials except the right to the fees.

4.2 Term of Use

The Advertiser shall use the Advertising Material only during the effectivity of this
Contract, including its renewals and/or extensions stipulated in section 5 hereof. The
use of said materials beyond the term shall be subject to the mutual agreement of both
parties.

4.3 Improper Use

The Advertiser hereby undertakes not to use the Advertising Material for any
improper or illegitimate purpose, which might prejudice or damage the character or
reputation of the Talent.

5. RENEWAL/EXTENSIONS
The TERM OF USE stated in section4.2 above, may be extended or renewed for a
period mutually agreed upon by the ADVERTISER, and at the latter’s sole discretion,
upon the expiration of the initial term; provided, that such extension/renewal shall revive
all the attendants rights and obligations stipulated in this Contract, particularly but not
limited to covenant contained in section 8 hereof.

TALENT shall be entitled to a TALENT FEE for each extension or renewal equivalent
to Eighty Percent (80%) of the original TALENT FEE for the extension/renewal
immediately following the initial term, and Seventy Five Percent (75%) for each
succeeding extension/renewal.

The ADVERTISER shall confirm the renewal of this Contract by written

notice at least one (1) month before the expiration of the initial/succeeding term.

6. CONFIDENTIALITY
The Talent shall not disclose or use any information which he may acquire or come to
possess during the effectivity of this Contract which concerns or relates to the existence,
production and use of the Advertising Material, the Services covered by this Contract,
 including the compensation package, as well as current and future dealings and
negotiations between Advertiser and Talent, except to the extent that such disclosure or
use is:
(i) strictly necessary to the performance of the Services
(ii) required by law; or
(iii) Authorized by Advertiser’s prior written approval.

7. OBLIGATIONS OF THE TALENT

7.1 EXCLUSIVITY. The TALENT is hereby strictly prohibited from accepting,

endorsing and/or promoting brands that directly or indirectly compete with the
PRODUCT within the Philippines for a period commencing from the execution of
this Contract, unless extended and/or renewed by ADVERTISER, and shall comply
with the following:

(i) TALENT hereby agrees to a Category Exclusivity Lockout wherein she will
not participate in any advertising or promotional activity for any product,
either currently existing or to be launched in the future, competitive to the
PRODUCT;
(ii) The TALENT shall, during the term of this Contract, including renewals
thereto, maintain her clean and wholesome image, and thus warrants doing
nothing, which should tarnish the same. The TALENT likewise, warrants that
he will not perform any other roles which will be inconsistent with her image
as endorser of the PRODUCT;
(iii) TALENT hereby obligates herself to patronize the PRODUCT and shall not,
during the term of this Contract, and its renewal/extension thereafter, make
any public statement that could be interpreted in any way as derogatory or
demeaning to the PRODUCT. In this regard, TALENT, for the duration of
this Contract and upon its renewal/extension, undertakes to use the
PRODUCT during appropriate occasions, and admit the same when asked on
appropriate occasions or when necessary.

8. WARRANTY BY TALENT
TALENT warrants that she is not bound by any contract to third persons who might be
prejudiced in any way by her signing of this Contract. She further warrants that she has
not contracted to appear and/or is not in the process of appearing in any advertisement of
whatever medium for a product similar to, or in competition with the product endorsed or
belonging to the same product category of any company in the Philippines.

9. PERFORMANCE AND TERMINATION

9.1 FAILURE OF PERFORMANCE

It is agreed that in the event either party fails to perform any of the covenants and
considerations of this Contract, the aggrieved party, in addition to any other remedy
to which it/she may be entitled under laws, may, at its/ her option, terminate this
Contract, after giving at least one month written notice to the other party.

9.2 TERMINATION FOR BREACH

(a) Any party to this Contract, may without prejudice to any other right which each
may have under the law, terminate the whole or part of the Agreement by written
notice to other party, to be effective from the date specified in the notice, if:
(i) Any party breaches a provision of this Agreement and, if the breach is
capable of being remedied, does not remedy such breach within 5 working
days from the date of written notice by the aggrieved party to the party in
breach requiring the breach to be remedied; or
(ii) Any party provides to other party a clear indication that she/it will not or is
unable to perform her/its duties under this Agreement.
(b) Upon such termination, the aggrieved party shall be entitled to recover from the
party in breach any damages incurred by it as a result of the termination.
 9.3 FORCE MAJEURE
Neither party will considered in breach of the Contract to the extent that performance
of their obligations is prevented by a Force Majeure event.

10. RELATIONSHIP OF PARTIES

There shall be no employer-employee relationship o whatever kind between Advertiser
and Talent. The latter shall be entitled to the compensations, rights and/or benefits as
specified in this Contract.

11. DISPUTE RESOLUTION

(a) A party must not start court proceedings in respect of a dispute arising out of this
agreement (“Dispute”) unless it has complied with this clause.
(b) A party claiming that a Dispute has risen must notify the other party to the Dispute
giving details of the Dispute.
(c) During the 20 day period after a notice is given under clause 11 (b) (or longer period
agreed in writing by the parties to the Dispute, or “Initial Period”), each party to the
Dispute (“Disputant”) must use its reasonable efforts to resolve the Dispute.
(d) If the Disputants are unable to resolve the Dispute within the Initial Period, each
Disputant agrees that the Dispute must be referred for mediation, at the request of any
Disputant, to:
(i) A mediator agreed on by the Disputants; or
(ii) If the Disputants are unable to agree on a mediator within seven days after the
end of the Initial Period, each party will appoint their respective mediator and
there will be two mediators.
(e) The role of any mediator(s) is to assist in negotiating a resolution of the Dispute. A
mediator may not make a decision that is binding on a Disputant unless that Disputant
has so agreed in writing.
(f) Any information or documents disclosed by a Disputant under this clause:
(i) Must be kept confidential; and
(ii) May not be used except to attempt to resolve the Dispute
(g) Each disputant must pay its own costs of complying with this clause. The Disputants
must pay equally the costs of any mediator engaged.
(h) After the Initial Period, a disputant that has complied with clauses 11(a) to 11(f) may
terminate the dispute resolution process by giving notice to each other Disputant.
(i) If in relation to a Dispute, a Disputant breaches any of the provisions of this clause
11, each other Disputant need not comply with this clause 11 in relation to that
Dispute.

12. WAIVER
A right under this Agreement will only be waived if the waiver is in writing and signed
by the relevant party. A waiver by either party will not prejudice its rights in respect of
any subsequent breach of this Agreement by the other party.

13. ENTIRE AGREEMENT

This Agreement is the entire agreement in relation to the provision of the Services and
supersedes any other communications or understandings, whether written or oral,
between the parties.

14. SEVERABILITY
Each provisions of this Agreement shall, unless the context otherwise necessarily
requires, be read and construed as a separate and severable provision or part. If any
provisions or part is void or otherwise unenforceable for any reason then that provision or
part had never existed.
 15. AMENDMENT
No amendment or change to this Agreement will be of any force or effect unless such
amendment or charge is in writing and signed by the parties.

16. MANIFESTATION BY TALENT

The TALENT hereby manifests that he has read the terms of this Contract and that he
undertakes and agrees to abide by the same.

IN WITNESS WHEREOF, the parties set their hands in _____________ City on

______________________________ 2016.

MR. WILLY ZAPATA TERESA FAJKSOVA

COO/President TALENT - Miss Earth 2012
ZAPMEGA INCORPORATED
T.I.N. __________________________

________________________
JUDITH F. REYES
TALENT MANAGER
T.I.N.__________________

SIGNED IN THE PRESENCE OF:

_______________________________ ______________________________
REPUBLIC OF THE PHILIPPINES)
CITY OF _____________________________ )S.S.

ACKNOWLEDEGMENT

BEFORE ME, a NOTARY PUBLIC for and in the City of ______________________, this
____________ day of _____________________________ 2016, personally appeared the
following:

NAME CTC NO. DATE /PLACE ISSUE

Willy Zapata
Teresa Fajskova
Judith Reyes

All known to me to be the same persons who executed the foregoing document and they
acknowledged to me that the same is their voluntary act and deed and that of the corporation
represented.

WITNESS MY HAND AND SEAL on the date and place above written.

Doc No._________;
Page No. ________;
Book No. ________;
Series of 20_______;