PARTNERSHIP TERMS & CONDITIONS

PURPOSE

1.This Agreement sets out the rights and obligations of The Success Academy Group (ABN 68 602 377 695), trading as Tradies Success Academy (TSA), and its selected Partner (the Partner) in working together on a variety of collaborative activities that are specific to each Partnership arrangement and together are referred to as the Collaboration Activities. 

2. The Collaboration Activities will be listed on Schedule A, provided with your valid tax invoice that TSA will issue as part of the Partnership fees payment process.

3. The parties will work together and collaboratively to co-create the Collaboration Activities and each will ensure that all content and outputs of the Collaboration Activities are clearly co-branded and meet agreed requirements of the Agreement. 

4. The parties intend that this Agreement is, and this Agreement has been prepared, negotiated and is to be interpreted and implemented as being, legally binding on both parties.

5. Each party will do all things necessary, at its own cost and expense, to achieve the Collaboration Activities and otherwise fulfil its obligations under this Agreement having regard to the nature of the collaboration, the intention of the parties, the requirements of each activity and the expertise and resources of each party.

6. Where required, the Partner shall ensure that an appropriate disclaimer, in a form as provided or agreed to by TSA and which needs to be acknowledged and accepted by the intended viewer, precedes each Collaboration Activity output to which its members, customers or other affiliates are provided access.

PARTNERSHIP FEES

7. In consideration of the Collaboration Activities, as listed in schedule A. The Partner agrees to pay its agreed partnership fees to TSA within 7 days of receiving a valid tax invoice (or within any other payment period as agreed in writing between the parties).

TERM & TIMING 

8. This Agreement shall remain in effect for a period of 6 months (or as otherwise stipulated by TSA in writing) from the date the partnership fees are paid in full or at a date agreed between both parties, unless terminated earlier. 

9. The parties intend to proceed with and achieve the Collaboration Activities as quickly as possible and no later than 6 months following the parties entering into this Agreement. 

10. If this Agreement is terminated for any reason, or expires before completion of the Collaboration Activities, then the parties must, in good faith, determine how to transition or wind up any Collaboration Activities already implemented or which are being created (including arrangements relating to relevant intellectual property rights) and each party must return all property in their possession belonging to the other party, including confidential information.

EXCLUSIVITY

11. Either party can use the output and content created pursuant to this Agreement for the purposes covered by this Agreement but prior written consent will need to be obtained from the other party before any content or output (or any part of it) is used for any purpose not covered by, referred to in or contemplated by this Agreement. 

12. The Partner shall not be entitled to share any content or output created pursuant to this Agreement with any other trade business coaching company or use such output or content for any collaboration with any other trade business coaching company. 

CONFIDENTIALITY

13. Through the collaboration contemplated by this Agreement, the Partner and TSA and their respective staff may have access or be privy to confidential or proprietary information of the other party.  The Partner and TSA each agree: 

(a) to keep such information confidential; 

(b) to not use such information for any other purpose other than for the purposes of this Agreement and, where applicable, the specific collaboration; and 

(c) to not disclose such information to a third party without the written consent of the other party. 

14. The Partner and TSA each undertake: 

(a) to ensure their staff maintain the confidentiality of such information; and 

(b) to do all reasonably necessary to maintain the confidentiality of such information. 

INTELLECTUAL PROPERTY

15. The existing intellectual property rights of each of the Partner and TSA are preserved and not affected by this Agreement.  

16. The Partner and TSA may, independently from one another, further develop existing or create new intellectual property rights, and such rights will not be affected by this Agreement. 

17. Any intellectual property arising from a Podcast Series and/or Webinar, or other marketing output, will be jointly owned by TSA and the Partner and each party grants to the other party a perpetual, non-exclusive, irrevocable, transferable, royalty-free licence to use, copy, reproduce, communicate, publish and adapt the such intellectual property for the purposes of the collaboration.

18. Any intellectual property arising from new or existing TSA coaching content, including but not limited to videos, images, written material or resources, will be owned, solely, by TSA. 

INSURANCE 

19. Each party shall procure and maintain all appropriate insurance policies as required by law and  required by prudent industry practice to cover all and any liability which may arise out of the conduct of their respective businesses and the activities referred to in or contemplated by this Agreement.

INDEMNITY 

20. The Partner indemnifies TSA and its personnel against all loss suffered or incurred by TSA or any of its personnel where the loss:

(a) is caused by a claim made against TSA by a Partner’s member or customer or any other individual or entity who accessed the Collaboration Activities through the Partner and is based on:

(i) their reliance on any information, advice, suggestion or recommendation contained in, expressed or shared by way of any of the Collaboration Activities; and/or

(ii) any breach by the Partner of any privacy obligations towards them, or 

(b) is caused by any infringement by the Partner of any third party’s intellectual property rights.

DISPUTE RESOLUTION 

21. A dispute between the parties in relation to this Agreement must be resolved in accordance with clauses 22-26.

22. The parties must first attempt to negotiate in good faith to resolve the dispute.

23. If the dispute is not resolved within 14 days after good faith negotiations are commenced, then either party may refer the dispute to mediation by a mediator agreed by the parties.   

24. If the dispute is not resolved within 21 days of commencing mediation, either party may commence proceedings in a court of competent jurisdiction.

25. Each party must continue to perform its obligations under this Agreement, despite the existence of a dispute.

26. This clause does not prevent either party from obtaining urgent injunctive relief, including to protect and/or enforce its intellectual property rights or confidentiality.

RELATIONSHIP 

27. The Partner and TSA acknowledge and agree that this Agreement does not create a relationship of employment, joint venture or agency between them and neither has the authority to bind or represent the other in any way.  

PRIVACY

28. The Partner and TSA will comply with the Privacy Act 1988 (Cth) and any other applicable law regarding privacy in respect of any personal information it holds, collects, uses, stores and discloses in connection with the Collaboration Activities and/or otherwise as a result or pursuant to this Agreement.