SECTION 4. FEES, PAYMENTS, & TAXES 
 
  4.0 Fees. The amount of any Fees is specified based on the selections that you have chosen, and payment is due today or based on the payment arrangements you have selected. As a sign of good faith, we will allow the commencing of marketing, production, or operation of the Pageant to occur prior to payment of the fees. 
 
  4.1 Taxes. If any tax or fee (regardless if it is local, county, state, or federal) is imposed or becomes due as a result of the marketing, production, or operation of the preliminary pageant, you agree that you are solely responsible for the payment of the taxes or fees. 
 
 
  SECTION 5. ADVERTISING 
 
  5.0 We reserve the right to establish and administer a national marketing program and you agree to cooperate fully with such a program. 
 
  5.1 If you wish to use any advertising or promotional materials that you have prepared or caused to be prepared, then you must submit the material and the proposed use for our prior written approval in advance of any use, and discontinue such use when we require.  
 
 
  SECTION 6. OPERATIONS 
 
  6.0 Operating in Accordance with Our Standards. You agree to operate the preliminary pageant in accordance with all of our Standards, some of which are set forth in this section. Among other things, you agree to: 
 
  6.01 Use best efforts to hire employees of good character. This specifically means that anyone you hire or contract with will not currently by on a sex offender registry list. You agree to take reasonable steps to ensure compliance with this requirement.  
 
  6.02 You agree that you will not appoint anyone as the winner, alternate, or representative of the Preliminary pageant without our express prior written approval. 
 
  6.03 You agree that you will not require or allow anyone associated with the Preliminary pageant to require that English be the primary language of any contestant, dancer, assistant, employee, contractor, supplier, vendor, or any other person. 
 
  6.04 You agree to comply with all civil and criminal laws, ordinances, rules, regulations and orders of public or court authorities. This requirement applies to both you personally and in all matters related to the preliminary pageant.
 
  6.05 We have the right to approve or disapprove of any supplier or vendor to the Preliminary pageant or to the System. From time to time, we may enter into or require national or regional exclusive supply arrangements with one or more independent suppliers for certain approved products. In evaluating the need for an exclusive supplier, we may take into account, among other things, the uniqueness of the product; the projected price and required volume of the product; the investment required, and the ability of the supplier to meet the required quality and quantity of the product; the availability of qualified, alternate suppliers; the duration of the exclusivity; and the desirability of competitive bidding. 
 
  6.06 You must submit to us copies of any and all complaints relating to the Preliminary pageant. You must submit to us any communications from public authorities about actual or potential violations of laws or regulations relating to the operation of the Preliminary pageant.  
 
  6.07 The parties will continuously strive to treat each other with courtesy and respect in all aspects of the franchise relationship.  
 
 
 

SECTION 7.0 PROPRIETARY MARKS 
 
  7.0 You agree to use only the Proprietary Marks we designate and in the manner that we approve. You may use and display such Proprietary Marks only in connection with the operation and marketing of the Pageant and in compliance with our Standards. 
 
  7.1 You may not use the Proprietary Marks to advertise or sell products or services through the mail or by any electronic or other medium, including the Internet, without our prior written approval. Our right of approval of any Internet usage of our Proprietary Marks includes approval of the domain names and Internet addresses, website materials and content, and all links to other sites. We have the sole right to establish an Internet “home page” using any of the Proprietary Marks, and to regulate the establishment and use of linked home pages by our franchisees. 
 
  7.2 You agree not to use the Proprietary marks or the Preliminary pageant name or anything confusingly similar as part of your corporate or other legal name, or as part of any email address, domain name, or other identification of you or your business, in any medium. In all approved uses of the Proprietary Marks on your forms such as your letterhead, invoices, order forms, receipts, and contracts, you must identify yourself as our franchisee and your business as independently owned and operated.  
 
  7.3 You have no rights in the Proprietary Marks or our System other than those explicitly granted in this Agreement, and you may not sublicense the Proprietary Marks.  
 
  7.4 You agree to notify us promptly of any litigation or threat of litigation relating to the Proprietary Marks, the System, or the Preliminary pageant. We are not required to undertake the defense or prosecution of any litigation involving the Preliminary pageant. In the event we undertake the defense or prosecution of any such litigation, you agree to execute any and all documents and do such acts and things as may be necessary, in the opinion of our legal counsel, to carry out such defense or prosecution.  
 
  7.5 We will save, defend, indemnify, and hold you and your successors and assigns harmless, from and against (i) any and all claims based upon, arising out of, or in any way related to the validity of your approved use of the Proprietary Marks and (ii) any and all expenses and costs (including reasonably attorney’s fees) incurred by or on behalf of you in the defense against any and all such claims.  
 
 
  SECTION 8.0 RESTRICTIVE COVENANTS 
 
  8.0 You acknowledge that as our franchisee, you will receive access to our confidential and proprietary information, including methods, practices, and products. As a condition of sharing our confidential and proprietary information with you and granting you a license to operate the Preliminary pageant within our System and use our intellectual property, we require the following covenants in order to protect our legitimate business interests and the interests of other franchisees in the System: 
 
  8.1 During the term of this Agreement, neither you nor any shareholder, member, partner, officer, director or guarantor of yours, or any person or entity who is in active concert or participation with you or who has a direct or indirect beneficial interest in the franchised business, may have a direct or indirect interest in, perform any activities for, provide any assistance to, or receive financial or other benefit from any business or venture that is the same as or substantial similar to the Preliminary pageant, except (i) for other franchisees in the System or (ii) with our express explicit written prior approval.  
 
  8.2 During the term of this Agreement and at any time thereafter, neither you nor any shareholder, member, partner, officer, director or guarantor of yours, or any person or entity who is in active concert or participation with you or who has a direct or indirect beneficial interest in the franchised business, may contest, or assist others in contesting, the validity or ownership of the Proprietary Marks in any jurisdiction; register, apply to register, or otherwise seek to use or in any way control the Proprietary marks or any confusingly similar form or variation of the Proprietary Marks; or reproduce, communicate or share any Confidential Information with anyone, or use for the benefit of anyone, except in carrying out your obligations under this Agreement. 
 
  8.3 You agree that a breach of the covenants contained in this Section will be deemed to threaten immediate and substantial irreparable damage and injury to us and give us the right to obtain immediate injunctive relief without limiting any other rights or remedies we might have. If a court or other tribunal having jurisdiction to determine the validity or enforceability of this Section determines that, strictly applied, it would be invalid or unenforceable, then the time, geographical area and scope of activity restrained shall be deemed modified to the minimum extent necessary such that the restrictions in the Section will be valid and enforceable.  
 
  8.4 For purposes of this Agreement, the term “Confidential Information” means information relating to us or the System that is not generally available to the public, including policies, procedures, manuals, other trade secrets, and all other information and know-how relating to the methods of developing, operating, and marketing the Preliminary pageant and System. You must use best efforts to protect the Confidential Information. 
 
  8.5 We have the exclusive right to use and incorporate into our System all modifications, changes, and improvements developed or discovered by your employees, agents, or you in connection with the franchised business, without any liability or obligation to your employees, agents, or you. 
 
 
  SECTION 9. MAINTENANCE AND SUBMISSION OF RECORDS 
 
  9.0 You are required to keep and maintain certain records as required by the Standards. Records may be kept in either paper or electronic form, but must be capable of being reviewed by us without special hardware or software. 
 
  9.1 You agree to submit all documents required by the Standards to us within the timeframes specified in the Standards. 
 
  9.2 You agree to notify us within 48 hours of any changes to your legal name, address, phone number, or email address.  
 
 
 

SECTION 10. INSURANCE 
 
  10.0 We shall not require that you take out any insurance policy at any time.  
 
  10.1 In the event that any insurance policy is taken out in connection to the operation or production of the Preliminary pageant, you agree that we and any affiliated party we designate must be named as additional insureds. All policies shall include a provision prohibiting cancellations or material changes without thirty days prior written notice to all named and additional insureds. Policies may not require that we take out any insurance or state what insurance that we may maintain.  
 
  10.2 Both you and we waive any and all rights of recovery against each other and our respective officers, employees, agents, and representatives, for damage to the waiving party or for loss of its property or the property of others under its control, to the extent that the loss or damage is covered by insurance. When you are obtaining a policy of insurance, you must give notice to your insurance carrier that the above mutual waiver of subrogation is contained in this Agreement.  
 
 
  SECTION 11. TRANSFERS 
 
  11.0 This Agreement inures to the benefit of our successors and assigns, and we may assign our rights to any person or entity that agrees in writing to assume all our obligations. Upon transfer, we will have no further obligation under this Agreement, except for any accrued liabilities.  
 
  11.1 Any direct or indirect transfer of interest in this Agreement requires our prior written consent. 
 
  11.2 In the event of your death, you agree that your heirs, assigns, or estate shall not have any interest or rights in the Preliminary pageant or this Agreement. At no time, will a refund of any monies paid to us be issued to your heirs, assigns, or estate. 
 
 
  SECTION 12. DEFAULT AND REMEDIES 
 
  12.0 You will be in default under this Agreement under the following conditions: 
 
  12.0.1 You breach an obligation under this Agreement, or an obligation under another agreement, which agreement is necessary to the operation or production of the Preliminary pageant.  
 
  12.0.2 You file a petition in bankruptcy, are adjudicated a bankrupt, or a petition is filed against you and is either consented to by you or not dismissed within thirty days; or you become insolvent or make an assignment for the benefit of creditors; or a bill in equity or other proceeding for the appointment of a receiver or other custodian for your business assets is filed and is either consented to by you or not dismissed within thirty days; or a receiver or other custodian is appointed for your business assets; or proceedings for composition with credits is filed by or against you; or if your real or personal property is sold at levy.  
 
  12.0.3 You are arrested for, convicted of, plead guilty to, or no contest to a felony or crime involving moral turpitude, or any other crime or offense that is injurious to our System or the goodwill enjoyed by our Proprietary Marks. 
 
  12.0.4 You commit a fraud upon us or a third party relating to a business franchised or licensed by us. 
 
  12.0.5 We terminate any other franchise agreement with you or any affiliated entity by reason of a default under sections 12.0.1, 12.0.2, 12.0.3, or 12.0.4. 
 
  12.1 You will have the following opportunities to cure a default under this Agreement.  
 
  12.1.1 Thirty-Day Cure Period. Except as otherwise provided, you must cure any default under this Agreement within thirty days after delivery of notice of default to you in our then-standard form or forms of communication. 
 
  12.1.2 Twenty-Four Hour Cure Period. If you violate any law, regulation, order, or our Standards, you must cure that default within twenty-four hours after delivery of notice of default to you in our then-standard form or forms of communication. 
 
  12.1.3 No Cure Period. No cure period will be available if you are in default under paragraphs 12.0.2 through 12.0.5. In addition, no cure period will be available for any default if you already have received three or more previous notices-to-cure for the same or substantially similar default (whether or not you have cured the default), within the Term of this Agreement.  
 
  12.1.4 Statutory Cure Period. If a default is curable under this Agreement, and the applicable law in the state in which the Pageant is located requires a longer cure period than that specified in this Agreement, the longer period will apply. 
 
  12.2 In addition to all the remedies provided at law or by statute for the breach of this Agreement, we also have the following remedies: 
 
  12.2.1 Because of the importance of your compliance with our Standards to protect our System, other franchisees, and the goodwill enjoyed by our Proprietary Marks, you agree that the remedies described elsewhere in this Agreement, as well as monetary damages or termination at a future date, may be insufficient remedy for a breach of our Standards. Accordingly, you agree not to contest the appropriateness of injunctive relief for such breaches, and consent to the grant of an injunction in such cases without the showing of actual damages, irreparable harm, or the lack of adequate remedy at law. In order to obtain an injunction, we must show only that the Standard in issue was adopted in good faith, that it is a Standard of general applicability, and that you are violating or about to violate that Standard. A Standard of general applicability is one that applies to all franchisees, or throughout the System. 
 
  12.3 Termination and Expiration. If you commit a default referenced in section 12.1.3 or you fail to timely cure any default that may be cured, we may terminate this Agreement. Termination will be effective immediately upon receipt of a written notice of termination unless a notice period is required by law, in which case that notice period will apply. Upon termination or expiration of this Agreement, you no longer have any rights granted by this Agreement.  
 
  12.4 In the event of termination or expiration of this Agreement: 
 
  12.4.1 You must pay all monies owed under this Agreement within ten days.  
 
  12.4.2 You must immediately cease operation of the Preliminary pageant and no longer represent yourself to the public as our franchisee. 
 
  12.4.3 You must immediately cease all use of our Proprietary Marks, trade secrets, confidential information, and manuals, and cease to participate directly or indirectly in the use or benefits of our System. 
 
  12.4.4 You must withdraw any fictitious name registrations containing any part of our Proprietary Marks or the Preliminary pageant name. You must immediately transfer any email names, domain names, social media accounts, social media pages, or social media groups containing any part of our Proprietary Marks or the Preliminary pageant name to our control. You hereby appoint us as your attorney-in-fact, and in your name, to do any act necessary to accomplish the intent of this section. In the event you fail or refuse to comply with the requirements of this section, we have the right to contact the governing authority or company that owns the email address, domain name, or social media account, social media page, or social media group for the purpose of making such changes as required. 
 
  12.5 Indemnification. You will indemnify and hold us, our parent, subsidiaries, and affiliates, including our and their respective officers, members, directors, employees, agents, successors and assigns, harmless from all claims related in any way to your operation, production, or marketing of the Preliminary pageant, or any debt or obligation of yours. This indemnification covers all fees (including reasonable attorneys’ fees), costs and other expenses incurred by us or on our behalf in the defense of any claims, and shall not be limited by the amount of insurance under this Agreement. Our right to indemnity shall be valid notwithstanding that joint or concurrent liability may be imposed on us by statute, ordinance, regulation or other law. We will notify you of any claims covered by this paragraph, and you shall have the opportunity to assume the defense of the matter. We shall have the right to participate in any defense that is assumed by you, at our own cost and expense. No settlement of any claim against us shall be made without our prior written consent if we would be subjected to any liability not covered by you or your insurer. 
 
 
 

SECTION 13. DISPUTE RESOLUTION 
 
  13.0 Waiver of Rights. Both we and you waive and agree not to include in any pleading or arbitration demand: class action claims; demand for trial by jury; claims for lost profits; or claims for punitive, multiple, or exemplary damages. If any pleading is filed that contains any of these claims or a jury demand, or if a court determines that all or any part of the waivers are ineffective, then the pleading shall be dismissed with prejudice, leaving the pleading party to its arbitration remedy. No claim by either of us can be consolidated with the claims of any other party. If such claims and demands cannot be waived by law, then the parties agree that any recovery will not exceed two (2) times actual damages. 
 
  13.1 Arbitration: Either of us, as plaintiff, may choose to submit a dispute to a court or to arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (or another nationally established arbitration association acceptable to you and us) and under the Federal Rules of Evidence. The plaintiff’s election to arbitrate or to submit the dispute to the court system, including any compulsory counterclaims, is binding on the parties except that we shall have the option to submit to a court any of the following actions: to collect fees due under this Agreement; for injunctive relief; to protect our intellectual property, including Proprietary Marks; and to terminate this Agreement for a default. For any arbitration, the arbitrator(s) shall issue a reasoned award, with findings of fact and conclusions of law. The arbitration award and the decision on any appeal will be conclusive and binding on the parties. Actions to enforce an express obligation to pay money may be brought under the Expedited Procedures of the AAA’s Commercial Arbitration Rules. The place of arbitration shall be in the state in which the Pageant is located. The Federal Arbitration Act shall govern, excluding all state arbitration law. The State of Texas’s law shall govern all other issues.  
 
  13.2 Scope of Arbitration: Disputes concerning the validity or scope of this Section, including whether a dispute is subject to arbitration, are beyond the authority of the arbitrator(s) and shall be determined by a court of competent jurisdiction pursuant to the Federal Arbitration Act, 9 U.S.C. §1 et seq., as amended from time to time. The provisions of this Section shall continue in full force and effect subsequent to any expiration or termination of this Agreement.  
 
  13.3 Appeals: Either of us may appeal the final award of the arbitrator(s) to the U.S. District Court - Northern District of Texas in Dallas, Texas. The Court’s review of the arbitrator’s findings of fact shall be under the clearly erroneous standard, and the Court’s review of all legal rulings shall be de novo. If it is determined that this provision for federal court review is not enforceable, then either party may appeal the arbitrator’s final award to a panel of three arbitrators chosen under AAA procedures, employing the same standards of review stated immediately above.  
 
 
  SECTION 14. MISCELLANEOUS 
 
  14.0 You are an independent contractor of ours and not our agent, partner or joint venturer. Neither party has the power to bind the other. Nothing in this Agreement contemplates a fiduciary relationship. Neither party is liable for any act, omission, debt or any other obligation of the other, and you and we agree to indemnify and save each other harmless from any such claim and the cost of defending such claim. 
 
  14.1 Our waiver of your breach of any term of this Agreement applies only to that one breach and that one term, and not to any subsequent breach of any term. Acceptance by us of any payments due under this Agreement shall not be deemed to be a waiver by us of any preceding breach by you of any term. If we accept payments from any person or entity other than you, such payments will be deemed made by such person as your agent and not as your successor or assignee. We may waive or modify any obligation of other franchisees under agreements similar to this Agreement, without any obligation to grant a similar waiver or modification to you.  
 
  14.2 If, for any reason, any provision of this Agreement is determined to be invalid or to conflict with an existing or future law, then the remaining provisions will continue to bind the parties and the invalid or conflicting provision will be deemed not to be a part of this Agreement.  
 
  14.3 The parties’ rights and remedies are cumulative. Neither you nor your successor may create or assert any security interest or lien in this Agreement, without our prior written approval. You represent and warrant that you have established your operating agreement, by-laws or partnership agreement in accordance with the requirements of this Agreement. In the event of any conflict between a provision in this Agreement and a provision in your operating agreement, by-laws or partnership agreement, the provision of this Agreement will control.  
 
  14.4 Captions, paragraph designations and section or subsection headings are included in this Agreement for convenience only, and in no way define or limit the scope or intent of the provisions. Wherever we use the word “including”, it means “including but not limited to.”  
 
  14.5 Notices. All notices shall be sent by prepaid private courier or certified mail to the addresses set forth on the signature page of this Agreement, or to such other addresses as you and we provide each other in writing. All notices to us shall be sent to “Attention: Legal Department.” 
 
  14.6 This Agreement and the documents referred to herein shall be the entire, full and complete agreement between you and us concerning the subject matter of this Agreement, which supersedes all prior agreements. Nothing in this Section, however, is intended to disclaim the representations we made in the franchise disclosure document that we furnished to you. This Agreement is made in the State of Texas, USA, and shall be interpreted, construed and governed by the laws of the State of Texas. This Agreement may be executed in multiple counter-parts by facsimile or otherwise. This Agreement may only be modified in a writing signed by you and us.  
 
  14.7 Your success in this business is speculative and depends, to an important extent, upon your ability as an independent business owner. We do not represent or warrant that the Preliminary pageant will achieve a certain level of sales or be profitable, notwithstanding our approval of the creation of the Preliminary pageant. By your signature below, you acknowledge that you have entered into this Agreement after making an independent investigation of the System. 
 
 
 

Intending to be legally bound hereby, the parties have duly executed and delivered this agreement in duplicate (or online in singular form), as of the date and year first written below. You hereby acknowledge receipt of this Franchise Agreement, including any addenda referenced to, at least seven (7) calendar days (or such longer period as is required by state law) prior to the date hereof. You further acknowledge having carefully read this agreement in its entirety, including all addenda identified above.  This Agreement is not binding upon the above entity(ies) until executed by an authorized representative.  
 
  YOU ACKNOWLEDGE SECTION 13 OF THE TERMS & CONDITIONS, WHICH PROVIDES FOR YOUR EXPRESS WAIVER OF RIGHTS TO A JURY TRIAL, TO PARTICIPATE IN CLASS ACTION LAWSUITS, TO OBTAIN PUNITIVE, MULTIPLE OR EXEMPLARY DAMAGES, AND TO BRING ANY CLAIM OR ACTION LATER THAN TWO YEARS AFTER THE DISCOVERY OF THE FACTS GIVING RISE TO SUCH CLAIM OR ACTION.