Terms of Use

Background

A. Boom Gate provides READY SET DANCE™ and READY SET BALLET™ branded dance programs and associated music and choreography in the READY SET DANCE™ and READY SET BALLET™ format for pre-school aged children to dance studios/schools, as well as other associated activities.

B. Boom Gate has disclosed and may continue to disclose Confidential Information to the Recipient in connection with the delivery of READY SET DANCE™ and READY SET BALLET™ programs to the Recipient’s licensed studio/school (Disclosure Purpose).

C. The Recipient agrees to restrictions on using and disclosing that Confidential Information.

Terms and Conditions

1 Definitions and Interpretation

1.1 Definitions

In this deed poll:

Confidential Information means any information regardless of its form, created at any time, which:

(a) is Specific Confidential Information;

(b) is marked as confidential;

(d) the Recipient knows or ought to know is confidential,

but excludes information which, without breach of this deed poll or other breach of confidence:

(a) is or becomes public knowledge; or

(b) the Recipient already knew or had, on a non-confidential basis, before receiving the information from Boom Gate.

Disclosure Purpose means the purpose described under the heading “Background” above.

Specific Confidential Information means:

(a) information relating to the Disclosure Purpose or its existence;

3463-1054-5419, v. 1

(b) information related to the READY SET DANCE™ and READY SET BALLET™ syllabus, training materials, know how, trade secrets, business operations, customers, training curriculum, technical information, technology processes, intellectual property, merchandise, music, choreography, programs, ideas and concepts;

(c) all information obtained, derived or created by the Recipient partly or wholly from any of the Confidential Information, or from inspection or evaluation of any part of the Confidential Information; and

(d) this deed poll and its subject matter or existence.

2 Confidential Information

2.1 Duty of confidentiality

The Recipient acknowledges the confidential, sensitive, and proprietary nature of the Confidential Information and agrees:

(a) to keep confidential all Confidential Information; and

(b) not disclose or allow to be disclosed any Confidential Information to any person except:

(i) as required by law or any regulatory body; or

(ii) with the prior written consent of Boom Gate.

2.2 Use of Confidential Information

The Recipient must ensure that all Confidential Information in the possession of the Recipient is only used for the Disclosure Purpose.

2.3 Security of Confidential Information

The Recipient must:

(a) maintain effective security measures to protect all Confidential Information from unauthorised access, use, copying or disclosure; and

(b) notify Boom Gate immediately in writing if the Recipient becomes aware of any possible or actual breach of this deed poll.

3 Disclosure

3.1 Authorised Recipients

The Recipient may disclose the Confidential Information to other teachers, trainers or employees of the licensed studio/school on a strictly “need to know” basis provided that:

(a) the Recipient must ensure that such persons are under equivalent obligations of confidence to the Recipient as provided in this deed poll;

(b) the Recipient must ensure compliance by such persons with the terms and conditions of this deed poll which impose on any obligation on the Recipient, as if such persons were a party to this deed poll;

(c) a breach of such a term or condition by such a person shall be regarded as a breach of this deed poll by the Recipient.

3463-1054-5419, v. 1

3.2 Permitted Disclosure

If the Recipient is required by law or any regulatory body to disclose any Confidential Information, the Recipient must:

(a) first give reasonable notice to and consult with Boom Gate;

(b) disclose no more Confidential Information than is strictly required; and

4 Return or Destruction of Confidential Information

4.1 Return or destruction

Whenever Boom Gate requests, the Recipient must immediately return to Boom Gate (or if Boom Gate requests, destroy) all materials containing any of the Confidential Information in the Recipient’s possession or control.

4.2 Obligations to continue after materials returned

The obligations of the Recipient under this deed poll will continue and will be enforceable by Boom Gate, even if the materials containing the Confidential Information are returned to Boom Gate or destroyed.

5 Boom Gate’s Liability

5.1 Boom Gate does not warrant Confidential Information is accurate

The Recipient acknowledges that:

(a) Boom Gate does not represent that the Confidential Information is accurate or complete; and

(b) the Confidential Information may:

(i) have been prepared without any particular standard of care;

(ii) be speculative;

(iii) be based on assumptions (stated or unstated) which may not be realised; and

(iv) contain material which has not been audited or verified.

5.2 Boom Gate not liable

Boom Gate is not liable to the Recipient, or any other person in relation to the use of the Confidential Information by the Recipient, or any other person.

6 Injunctive Relief

6.1 Recipient’s acknowledgments

The Recipient acknowledges that because of the nature of the Confidential Information, damages would not be an adequate remedy for Boom Gate if there is any unauthorised use or disclosure of the Confidential Information. Therefore the Recipient acknowledges that Boom Gate can seek an ex parte interim, interlocutory or final injunction to restrain any unauthorised use or disclosure of the Confidential Information.

3463-1054-5419, v. 1

6.2 Recipient’s consent

The Recipient irrevocably consents to any such injunction being granted to Boom Gate and to a copy of this deed poll being used as conclusive evidence of that consent.

7 Non-Disparagement

The Recipient must not say or do anything or engage in any conduct that will or may (either directly or indirectly) criticise or otherwise bring into disrepute or be contrary to the interests of Boom Gate, its related bodies corporate and all partners, shareholders, directors, officers, employees, servants and agents of any of them in any way.

8 General

8.1 Waiver and exercise of rights

(a) A single or partial exercise or waiver of a right relating to this deed poll does not prevent any other exercise of that right or the exercise of any other right.

(b) A party is not liable for any loss, cost or expense of any other party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.

8.2 Governing law and jurisdiction

(a) This deed poll is governed by and is to be construed in accordance with the laws applicable in Victoria.

(b) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of Victoria and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.

8.3 Entire understanding

This deed poll contains the entire understanding between the parties as to the subject matter of this deed poll.