Crew Confidentiality Agreement

A. The Parties are interested in discussing and collaborating in the Project  

B. To assist in the discussions and collaboration, Real Education will disclose Confidential Information to the Recipient/s.

C. The Recipient/s agrees to keep all Confidential Information confidential in accordance with this Agreement.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement unless otherwise provided:

Party means a party to this Agreement.

Agreement means this agreement signed by the Parties.

Approved Purpose means the sole, exclusive and bona fide purpose of discussing the Project.

Business Day means a day which is not a Saturday, Sunday, or public or bank holiday

Confidential Information means all Confidential Information of Real Education (whether or not in a material form and whether disclosed before or after the date of this Agreement) including:

(a) the content of all information provided by Real Education to The Recipients in their discussions relating to the Project;

(b) any information that is disclosed leading up too, during or after the Project as mentioned above that relates to any/or all parties, situations or circumstances that were discussed or revealed leading up to, during or after the Project – including the development, production, screening and/or distributing either via social media, mobile phone texting, social media Private Messaging, Email, Voice and/or Video Recording including but not limited to Skype or Zoom and the like, Video, intranet, internet or any other media (including free-to-air or cable television) in respect of any Real Education Workshops, Seminars, Programs, Personal Face to Face or Online Private or other Life Coaching and other events under creation, tasks, exercises, games and processes, including “Dot Processes”.

(c) all strategies, plans, documents and financial information of Real Education, including creditors lists, customer lists and sales figures, marketing information, computer records, software, trade secrets, videos, drawings, designs, concepts not reduced to material form, and all other documents, records CRM and information of Real Education which is of a confidential nature;

(d) that part of all notes and other records prepared by the Parties and based on or incorporating information referred to in paragraphs (a) to (b); and

(e) all copies of the information and those parts of the notes and other records referred to in paragraphs (a) to (c).

(f) any physical interaction between Real Education, any Directors of Real Education, it’s Employees or Contractors and the Recipient which relate directly or indirectly to the Project

(g) all discussions in any format including but not limited to interactions through communication during personal conversations, coaching, facilitation, process work and/or creative verbally or written;

(h) all topics that arise from the interaction, including but not limited to Sexual Expression and/or Sexual Education, Divine Erotica, Tantric for the purpose of coaching, processing, facilitating and/or education;

1.2 Interpretation

In this Agreement, unless the contrary intention appears:

(a) the singular includes the plural and vice versa and words importing a gender include other genders while other grammatical forms of defined words and expressions have corresponding meanings;

(b) a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes and assigns;

(c) an agreement, representation, warranty or indemnity given or undertaken by two or more persons binds them and is given jointly and severally;

(d) headings are for ease of reference only and do not affect the construction of this Agreement; and

(e) a reference to a time or date in connection with the performance of an obligation by a Party is a reference to the time and date in Brisbane, Australia, even if the obligation is to be performed elsewhere.

2. AUTHORISED USE AND DISCLOSURE

2.1   The Recipients must:

(a)    keep the Confidential Information, conversation and interaction confidential

(b)    keep any unrelated conversation or interaction confidential,

(c)    use the Confidential Information solely for the Approved Purpose;

(d)    only disclose the Confidential Information to its officers who have a need for the Approved Purpose and only to the extent that they need to know for the Approved Purpose;

(e)    ensure that its officers keep all the Confidential Information, conversations and interactions confidential; 

(f)     ensure that its officers keep all unrelated conversations or interactions confidential; and

(g)    not copy or record in any other form any part of the Confidential Information, conversations, interactions, whether related or unrelated for the Approved Purpose or disclose, discuss or give copies to any 3rd party except as is strictly necessary for the Approved Purpose.

(h)    keep Real Education, its Directors, Employees, Contractors and/or Volunteers safe from any harm or damage as a result of any outcome directly or indirectly from such interactions;

2.2    The obligations of confidentiality under this Agreement do not extend to information that whether before or after this Agreement is executed:

(a)    is public knowledge (other than as a result of a breach of this Agreement);  or

(b)     is required by law to be disclosed.

3. SECURITY REQUIREMENTS

The Recipients, must at its own cost:

(a)  institute effective security measures to prevent the unauthorised access to or use of the Confidential Information;

(b)  keep the Confidential Information under their control and stored in a manner that only it and its officers may access it;

(c)   immediately notify Real Education after The Recipients becomes aware of any suspected or actual unauthorised use, copying or disclosure of the Confidential Information;

(d)   immediately take all steps, at its own expense, necessary to prevent any suspected or actual unauthorised disclosure of the Confidential Information by any of its officers;

(e)   comply with the direction of Real Education about any suspected or actual breach of this Agreement; and

(f)    provide assistance to Real Education as it may reasonably request in relation to any action taken by Real Education to prevent any suspected or actual unauthorised use, copying or disclosure of the Confidential Information.

4. INDEMNITY

4.1    The Recipients acknowledges that a breach of this Agreement will damage Real Education, and will be deemed as an attempt to defame and/or Professionally damage Real Education, any of it’s Directors, Employees, Contractors or Servants

4.2   The Recipients shall be liable for, and indemnifies Real Education against, all claims, actions, damages, losses, costs or expenses suffered by Real Education as a result, whether directly or indirectly, of any breach by The Recipients of its obligations under this Agreement.

4.3   The Recipient acknowledges any breach of this Agreement is enforceable by Law and any litigation process can start immediately upon breach of the Agreement, without notice to the Recipient, unless otherwise required by Law.

5. RETURN ON DEMAND

5.1    Real Education may at any time request the return of its Confidential Information and any other property supplied by it to The Recipients and upon such request The Recipients shall immediately return all such information and property and shall not retain any copies of such.

5.2   The obligations of confidentiality under this Agreement continue to apply after the return of the Confidential Information and any other property of Real Education.

5.3   This agreement is held indefinite time frame after the completion of the Project unless a Deed of Release has been entered into.

6. RETENTION OF RIGHTS AND INJUNCTIVE RELIEF

6.1   The rights, powers and remedies provided in this Agreement are cumulative and do not exclude the rights, powers or remedies provided by law and equity independently of this Agreement.

6.2   The Recipients acknowledges that damages are not a sufficient remedy for any breach of this Agreement by it and Real Education is entitled to specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach by The Recipients, in addition to any other remedies available at law or in equity.

7. ACKNOWLEDGEMENT

Each Party acknowledges and agrees that this Agreement does not:

(a)   transfer to The Recipients any interest in any intellectual property of Real Education in the Confidential Information or other property supplied by Real Education to The Recipients;  

(b)   oblige Real Education to disclose any Confidential Information to The Recipients.

8. NOTICES

8.1   A Notice to each Party pursuant to this Agreement must be in legible written English.

8.2   Notices must be hand delivered, sent by mail or faxed or sent by other electronic means in writing to the address of the other Parties described in this Agreement or as notified in writing to the other Parties from time to time.

8.3   A Notice given under this clause 8 is deemed to be received:

(a)   in the case of hand delivery, on delivery to the Recipients;

(b)   in the case of delivery by email the date and time stamped on the senders email confirmation;

(c)   in the case of delivery by mail, the date which is 5 business days after the date of the correspondence

8.4  Notices which are received either:

(a)  on a day which is not a Business Day; or

(b)  after 5pm on a Business Day,

(c ) shall be deemed to have not been received until 9:00am on the following Business Day.

9. ASSIGNMENT

The Recipients may not assign its rights and obligations under this Agreement without the consent of Real Education.

10. WAIVER AND VARIATION

A provision or a right under this Agreement may not be waived except in writing signed by the Party granting the waiver, or varied except in writing signed by the Parties.

11. GOVERNING LAW AND JURISDICTION

11.1     This Agreement is governed by the laws of the State of Queensland.

11.2     Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the State of Queensland.