JIR VENTURES GROUP INC — GPaaS PROGRAM PARTICIPATION AGREEMENT

Document version: v1.0-draft — Document date: [DATE] Applies to: one individual participant. Every member of a team signs a separate copy.

Participant name: ______________________________ (the "Participant") Team name: ______________________________ University: ______________________________ Track: ______________________________ Project title: ______________________________ Effective Date: ______________________

This GPaaS Program Participation Agreement (this "Agreement") is entered into between JIR Ventures Group Inc, a Delaware corporation, together with its current and future subsidiaries, affiliates, successors and assigns (the "Company"), and the Participant named above.

The Company operates GPaaS (Graduation Project as a Solution) (the "Program"), in which student teams identify a real problem, build a solution for it, and are trained and supported by the Company's engineers through to their graduation project defence (the "Project").

As a condition of being accepted into the Program, and in consideration of the training, mentorship, tooling, access and support the Company provides — the sufficiency of which the Participant acknowledges — the Participant agrees as follows.

1. What the Program Is, and What It Is Not

1.1 Nature of the Program. The Program is a training, mentorship and technical support arrangement. The Company provides engineering guidance, reviews, tooling and access so that the Participant can build the Project. Nothing more is promised.

1.2 No employment relationship. The Participant is not an employee, worker, intern, apprentice, contractor, consultant, agent, partner or joint venturer of the Company, and this Agreement creates no such relationship. The Participant:

(a) is not entitled to any salary, wage, stipend, fee, bonus, equity, commission or other compensation of any kind; (b) is not entitled to any employee benefit, insurance, leave, allowance, end-of-service payment or social-security contribution; (c) is not subject to the Company's working-hours, attendance or payroll policies, and any schedule agreed for mentorship sessions is a matter of coordination, not employment; (d) has no authority to bind the Company, to incur any expense on its behalf, or to represent that they act for it.

Any compensation, if the Company ever chooses to offer any, requires a separate written agreement signed by both parties.

1.3 No obligation to hire. Participation in the Program does not create any promise, offer, expectation or right of employment, internship, consultancy, contract or any other future engagement with the Company. The Company is under no obligation to hire, retain, engage or contract with the Participant at any time, during or after the Program, and is free to engage some, all or none of a team. Any future engagement — including any offer of employment or consulting — is effective only if set out in a separate written agreement signed by an authorised officer of the Company. No statement, encouragement, praise or informal discussion by any mentor, engineer or officer of the Company constitutes an offer or a commitment to make one.

1.4 No guarantee of outcome. The Company gives no guarantee, warranty or assurance as to any academic grade, examiner assessment, defence result, degree award, project completion, product launch, deployment, commercialisation, funding, publication or any other outcome. Responsibility for meeting the university's academic requirements remains entirely with the Participant.

1.5 No fees. The Participant pays the Company nothing to take part in the Program, and the Company pays the Participant nothing. Each party bears its own costs, save for any expense the Company expressly agrees in writing to cover.

1.6 Voluntary participation; ending participation. The Participant may withdraw from the Program at any time on written notice to the Company. The Company may suspend or end the Participant's or the team's participation at any time, with or without cause, on written notice. Ending participation does not release the Participant from Sections 2 to 10, which survive.

2. Ownership of the Work Product

2.1 Definition. "Work Product" means all of the following, in any medium and at any stage of completion, that the Participant conceives, authors, creates, develops, contributes to or reduces to practice, alone or jointly with others, in connection with, in the course of, or as a result of the Program or the Project:

source code, object code, scripts, notebooks, configuration and infrastructure definitions; software architecture and designs; machine-learning models, weights, prompts, agent definitions, evaluation harnesses and training or evaluation datasets; smart contracts and protocol designs; hardware designs, schematics, PCB layouts, CAD files, firmware and control logic; user interfaces, visual designs, brand assets and copy; specifications, requirements, research notes, interview records, test plans, results, reports, presentations and documentation; and all inventions, discoveries, improvements, methods, techniques, processes and know-how embodied in or arising from any of the foregoing.

Work Product is Work Product whether or not it was made during agreed hours, whether it was made on the Company's equipment or the Participant's own, wherever it was made, and whether or not it was generated with the assistance of an artificial-intelligence tool or any other automated system.

2.2 Assignment. The Participant hereby irrevocably assigns to the Company, and to its designee, all of the Participant's right, title and interest throughout the world in and to the Work Product and to all intellectual property rights in it, including copyright, patent rights and rights in inventions, trade-secret rights, database rights, design rights, trademark rights and all applications, registrations, renewals and extensions of them. To the extent any Work Product qualifies as a "work made for hire" or its equivalent under applicable law, it is a work made for hire owned by the Company; to the extent it does not, it is assigned under this Section 2.2.

2.3 Moral rights. To the fullest extent permitted by applicable law, the Participant waives, and agrees never to assert, all moral rights and rights of a similar nature — including rights of attribution, integrity, disclosure and withdrawal — in the Work Product, and consents to any modification, adaptation, combination or use of it by the Company or those it authorises.

2.4 Disclosure and records. The Participant will promptly and fully disclose all Work Product to the Company in writing, will keep current and accurate records of it, and will keep all Work Product in the repositories, accounts and systems the Company designates. Those records are and remain the Company's property.

2.5 Further assurances. During and after the Program, the Participant will, at the Company's expense, sign every document and do every act the Company reasonably requests to perfect, register, maintain, defend or transfer the Company's rights in the Work Product. If the Participant cannot be reached or does not act within fifteen (15) days of a written request, the Participant irrevocably appoints the Company and its authorised officers as the Participant's attorney-in-fact to sign and file such documents on the Participant's behalf. This power is coupled with an interest and survives the Participant's incapacity.

2.6 AI-assisted output. Where the Participant uses an artificial-intelligence tool to produce any part of the Work Product, the Participant assigns to the Company whatever rights the Participant holds in the output, warrants that the Participant's use of the tool did not breach that tool's terms in a way that encumbers the output, and remains fully responsible for the correctness, originality and licence-cleanliness of what is submitted.

3. The Participant Has No Right to Sell, Transfer or Otherwise Deal in the Work Product

3.1 No title, no implied licence. Title to the Work Product never passes to the Participant. Nothing in this Agreement, and nothing in the Company's conduct, grants the Participant any licence or right in the Work Product by implication, estoppel or otherwise, other than the narrow academic licence expressly granted in Section 4.

3.2 Prohibited dealings. The Participant shall not, directly or indirectly, whether for value or free of charge, without the Company's prior written authorisation in each instance:

(a) sell, offer for sale, licence, sub-licence, rent, lease, assign, pledge, encumber, monetise or otherwise transfer or attempt to transfer the Work Product or any part of it; (b) publish or release the Work Product — including posting, pushing, mirroring or forking it to any public or third-party repository, package registry, model hub, app store, website, forum, social platform or messaging channel, and including any personal GitHub, GitLab, Hugging Face or similar account; (c) place the Work Product under any open-source, Creative Commons, public-domain or other public licence, or contribute any part of it to any open-source project; (d) use the Work Product, or anything derived from it, for freelance or contract work, for another employer, client, company, incubator, accelerator, hackathon, competition, prize, grant application or startup, or for the Participant's own commercial venture; (e) disclose or deliver the Work Product to any third party, including another university, sponsor, investor, funding body or competitor, except as Section 4 expressly permits; (f) create, distribute or exploit any derivative work based on the Work Product outside the Program; (g) apply for or register any patent, copyright, trademark, design right, domain name or other right over the Work Product in the Participant's own name or in the name of any third party; or (h) retain, copy or reconstruct the Work Product after the Participant's participation ends, except for the single archival copy Section 4 permits.

3.3 Return and deletion. On the earlier of the end of the Program, the end of the Participant's participation, or the Company's written request, the Participant will promptly deliver to the Company all Work Product and all Company property in the Participant's possession or control, permanently delete all copies from every personal device, drive, cloud account and repository, and sign the certificate at Exhibit C confirming this. The obligation to delete does not apply to the archival copy permitted under Section 4.

3.4 Injunctive relief. The Participant acknowledges that a breach of Section 2 or Section 3 would cause the Company harm that money could not adequately repair, and agrees that the Company may seek injunctive and other equitable relief without having to prove actual damage, in addition to any other remedy available to it.

4. Academic Licence Back — Using the Project for the Graduation Requirement

4.1 Grant. Subject to the Participant's compliance with this Agreement, the Company grants the Participant a personal, limited, revocable, royalty-free, non-exclusive, non-transferable and non-sub-licensable licence to use, reproduce, display and submit the Work Product solely to:

(a) satisfy the graduation project requirement of the university named at the head of this Agreement; (b) present, demonstrate and defend the Project before that university's examiners and supervisors; and (c) deposit one archival copy with that university where its regulations require it.

4.2 Portfolio mention. The Participant may state on a CV, portfolio or professional profile that they took part in the Program and worked on the Project, and may describe it in general, non-technical terms. The Participant may not publish source code, architecture documents, credentials, stakeholder data, commercial terms or any Confidential Information as part of any such description.

4.3 Conditions. The licence in Section 4.1 is conditional on all of the following:

(a) the Participant removes or redacts any Confidential Information of the Company or of any stakeholder before submission, and follows any redaction the Company reasonably requires; (b) the submitted materials carry the notice: "Portions of this work are the property of JIR Ventures Group Inc and are reproduced here under licence, for academic assessment only."; (c) the Participant does not grant, and does not purport to grant, the university or any third party any ownership of, or any right to commercialise, publish, license or distribute, the Work Product; and (d) the licence is limited to the specific university, degree and academic year identified above.

4.4 Conflicting university policy. If the Participant's university claims ownership of, or a right to publish or commercialise, student project work, or requires public deposit of the full project, the Participant must notify the Company in writing before submitting anything, so the parties can agree what may be submitted. The Participant will not sign any university undertaking that conflicts with this Agreement.

4.5 Revocation. The Company may revoke or narrow this licence on written notice if the Participant breaches this Agreement; the Company will not exercise this right in a way that is calculated to prevent the Participant from graduating where the Participant is in good standing under this Agreement.

5. Confidential Information

5.1 Definition. "Confidential Information" means any non-public information the Participant obtains, accesses or creates through the Program, whether disclosed in writing, orally, electronically or by observation, including: the Work Product; the Company's source code, designs, architectures, methods, tooling, prompts, models and know-how; business, product and financial plans, pricing and forecasts; information about stakeholders, clients, customers, suppliers and pilot partners, and any data they entrust to the Company; information about the Company's employees, consultants and mentors; the work, projects and personal information of other Program participants and other teams; and any third-party information the Company holds in confidence.

5.2 Obligations. The Participant will hold Confidential Information in strict confidence, will use it only as necessary to take part in the Program, will not disclose it to anyone without the Company's prior written authorisation, and will not make copies of it except as the Company authorises. These obligations apply during the Program and after it ends — indefinitely for anything that is a trade secret, and for five (5) years for everything else.

5.3 Exclusions. Section 5.2 does not apply to information that is or becomes public through no act of the Participant, or that the Participant can show by written record they knew before the Program free of any duty of confidence. If the Participant is legally compelled to disclose Confidential Information, the Participant will, to the extent lawful, notify the Company promptly and in advance so it can seek protection.

5.4 Third-party confidential information. The Participant will not bring into the Program, use in it, or disclose to the Company any confidential or proprietary information belonging to a former or current employer, client, university, or any other third party.

6. Pre-Existing and Third-Party Material

6.1 Pre-existing material. The Participant lists at Exhibit A everything the Participant owns or has an interest in, created before the Effective Date, that relates to the Project and that the Participant does not intend to assign. If Exhibit A is left blank, the Participant represents there is nothing of the kind.

6.2 Licence where incorporated. If the Participant incorporates any pre-existing material into the Work Product, the Participant will tell the Company in writing beforehand and — whether or not that notice is given — hereby grants the Company a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable and sub-licensable licence to use, copy, modify, create derivative works of, distribute and otherwise exploit that material as part of the Work Product.

6.3 Open-source and third-party components. The Participant will use only third-party components under permissive licences (such as MIT, BSD, Apache-2.0, ISC) unless the Company approves otherwise in writing, and will not introduce any component under a copyleft or network-copyleft licence (such as GPL, LGPL, AGPL, SSPL) without prior written approval. The Participant will keep an accurate list of every third-party component and its licence, will comply with each licence's terms, and will not use any code, model, dataset or asset whose licence or provenance is unknown.

6.4 Non-infringement. The Participant will not knowingly infringe any third party's copyright, patent, trade secret or other right in producing the Work Product.

7. Training Ethics and Conduct Within the Team

The Program depends on teams that can be trusted — by the Company, by each other and by their university. The Participant agrees to the following, both toward the Company and toward every other member of the Participant's team.

7.1 Honest work and honest attribution. (a) Work the Participant presents as their own must be their own. (b) The Participant will not pass off a teammate's, a mentor's or a third party's work as their own, and will not allow another person to take credit for the Participant's work in a way that misrepresents who did what. (c) The Participant will commit and submit work under their own identity and account, and will not share accounts or credentials with anyone, inside or outside the team. (d) The Participant will keep a truthful record of their own contribution and will report progress, blockers and hours honestly.

7.2 Fair participation. (a) The Participant will carry out the share of the work the team agrees, and will tell the team early — not at the deadline — when they cannot. (b) The Participant will not free-ride on teammates' work, and will not withhold code, access, knowledge or documentation from teammates in order to make themself indispensable. (c) The Participant will share what they learn with the team and will help teammates come up to speed. The Program is a training programme; teaching each other is part of the work.

7.3 Use of AI tools. Where the Company permits AI tools, the Participant remains fully responsible for everything they submit: the Participant must understand it, be able to explain it line by line on request, and review it for correctness, security and licence cleanliness. The Participant will not submit output they cannot explain, and will disclose their use of AI tools wherever their university's rules require disclosure.

7.4 Respect. The Participant will treat teammates, mentors, stakeholders and other participants with respect. Harassment, bullying, intimidation, humiliation, and discrimination on the basis of gender, religion, sect, ethnicity, nationality, disability or any other protected characteristic are prohibited, in person and in every written channel. Technical disagreement is expected; personal attacks are not.

7.5 Integrity of results. The Participant will not fabricate or falsify anything: no invented experimental results, benchmark figures, metrics, test outcomes, demo data, stakeholder interviews, user research or progress reports. A demonstration that is staged or mocked must be identified as such to the Company and to examiners.

7.6 Security and privacy. The Participant will access only the systems and data they are authorised to access, will not attempt to obtain wider access, will not copy stakeholder or customer data out of Company systems, will protect every credential issued to them, will report any suspected security incident or data exposure immediately, and will not use real personal data in demonstrations without the Company's approval and appropriate minimisation.

7.7 Teammates' personal information. The Participant will not share a teammate's contact details, personal circumstances, academic performance or any other personal information outside the team without that teammate's consent.

7.8 Raising concerns. A Participant who becomes aware of a breach of this Section 7 — by anyone, including themself — will raise it with their mentor or the Program lead. The Company will not retaliate against anyone who raises a concern in good faith, and knowingly false accusations are themselves a breach. The Company may mediate, reallocate work, restructure a team, or remove a member from the Program.

7.9 Consequences. Depending on severity, a breach of this Section 7 may lead to a warning, suspension, or removal from the Program. Where the breach is one of academic integrity, the Company may report substantiated findings to the Participant's university, and the Participant consents to that disclosure. Removal from the Program does not release the Participant from Sections 2, 3, 5 and 6.

8. Company Systems, Equipment and Accounts

The Participant will use the Company's repositories, accounts, tooling and equipment only for the Program, in line with the Company's policies as they change from time to time. The Participant has no expectation of privacy in anything stored in, sent through or done on the Company's systems, all of which the Company may monitor, access and review at any time without notice. Equipment and accounts are returned, transferred or closed at the end of participation.

9. Publicity

The Company may identify the team, its members' names, university, track, project title and a non-confidential description of the Project in its marketing, on its website and in presentations, and may use photographs, recordings and demonstration footage taken during the Program. The Participant grants the Company a royalty-free, worldwide licence to use their name and likeness for that purpose. The Participant may withdraw this consent for future materials on written notice; the Company need not recall material already published. The Participant may state their participation in the Program publicly, subject to Sections 4.2 and 5.

10. Personal Data

The Company collects and processes the Participant's name, email address, telephone number, university and student details, contribution and progress records, and the signature audit data described in Section 12.2 (including IP address, timestamp, device information and a hash of the signed document). It does so to run the Program, to administer this Agreement and to keep evidence of it, and retains the signed Agreement and its audit record for as long as needed to establish and defend legal rights. The Participant may ask the Company to correct their data, or to delete data that the Company is not required to retain, by writing to the address in Section 12.7.

11. Term and Survival

This Agreement takes effect on the Effective Date and continues until the earlier of the completion of the Participant's graduation project defence and the end of the Participant's participation. Sections 2, 3, 4, 5, 6, 7.9, 8, 9, 10, 11 and 12 survive its end.

12. General

12.1 Independent legal advice. The Participant confirms they have read this Agreement in full, have had the opportunity to take independent legal advice on it, and accept it voluntarily. It will not be construed against either party by reason of who drafted it.

12.2 Electronic signature and audit record. The parties agree that this Agreement may be signed electronically, and that an electronic signature has the same legal effect as a handwritten one. The Participant agrees that the record generated at signature — the Participant's typed or drawn signature, full name, email address, date and time in UTC, IP address, user-agent, a unique signature reference, and a cryptographic hash of the exact document version signed — is a true record of their signature, and may be produced as evidence of it. The Participant consents to receiving this Agreement and all notices under it electronically.

12.3 Capacity. The Participant represents that they are a student currently enrolled at the university named at the head of this Agreement, and that they have full legal capacity to enter into it.

12.4 No conflicting obligations. The Participant represents that entering into and performing this Agreement does not and will not breach any agreement or obligation the Participant has to any university, employer, client or other third party.

12.5 Entire agreement; amendment; severability; assignment. This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions on it. It may be amended only in writing signed by both parties. If any provision is held unenforceable, it will be enforced to the greatest extent permitted and the rest of the Agreement will stand. The Participant may not assign this Agreement; the Company may assign it to a successor or affiliate.

12.6 Waiver. A failure or delay by the Company in enforcing any provision is not a waiver of it.

12.7 Notices. Notices are given in writing by email — to the Company at itsupport@jirventures.com, and to the Participant at the email address on their signature page — and are deemed received on the next business day after sending.

12.8 Governing law and forum. This Agreement is governed by the laws of [the State of Delaware, USA — GOVERNING LAW TO BE CONFIRMED], without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of [COURTS / ARBITRATION FORUM TO BE CONFIRMED] for any dispute arising out of it.

SIGNATURE — PARTICIPANT (one per person)

By signing below, I confirm that I have read and understood this Agreement, including Section 1 (this is not employment and creates no right to be hired), Section 3 (I may not sell, publish or otherwise deal in the Work Product) and Section 7 (training ethics within my team), and that I accept it.

Signature reference: ____________________ Document hash (SHA-256): ____________________

SIGNATURE — THE COMPANY

JIR VENTURES GROUP INC

By: ____________________________ Name / Title: ____________________________ Date: ______________

EXHIBIT A — PRE-EXISTING MATERIAL EXCLUDED UNDER SECTION 6.1

List anything you created before the Effective Date that relates to the Project and that you are not assigning. Write "None" if there is nothing.

Except as listed above, I have no pre-existing material to disclose under Section 6.1.

Signature: ____________________________ Date: ______________

EXHIBIT B — TEAM AND PROJECT

EXHIBIT C — END-OF-PROGRAM RETURN AND DELETION CERTIFICATE

I certify that I have delivered to JIR Ventures Group Inc all Work Product, Confidential Information and Company property in my possession or control, and that I have permanently deleted every copy of them from all of my personal devices, drives, cloud accounts and code repositories, other than the single archival copy expressly permitted under Section 4.1(c).

I confirm that my obligations under Sections 2, 3, 5, 6 and 7.9 of the Agreement continue after the end of my participation, and I will comply with them.

Name: ____________________________ Signature: ____________________________ Date: ______________