Let's Build This Together

Definitions

In this Deed:

1. "Confidential Materials" means all information, documents, data, frameworks, financial models, revenue projections, governance structures, funding strategies, Theory of Change frameworks, Value Proposition Canvases, brand identities, creative assets, operational plans, OPEX architectures, board recruitment frameworks, and any other proprietary intellectual property disclosed by CoSai to the Recipient via the password-protected proposal site URL or by any other means, whether in written, electronic, oral, visual or any other form.
2. "Intellectual Property" means all copyright, trade secrets, know-how, business methods, and other proprietary rights in the Confidential Materials, whether registered or unregistered.
3. "Permitted Purpose" means the Recipient's evaluation of whether to engage CoSai CFO Services to implement the Life Without Debt charity project, and for no other purpose.
4. "Representatives" means the Recipient's directors, officers, employees, contractors, advisers and professional consultants who have a genuine need to access the Confidential Materials for the Permitted Purpose and who are bound by confidentiality obligations at least as strict as those in this Deed.

Keeping It Between Us

The Recipient understands that:

1. The Confidential Materials represent significant original work by CoSai CFO Services - frameworks, financial models, strategies and structures developed specifically for the Life Without Debt project; and
2. Keeping this information confidential is important not just to protect CoSai's work, but to protect the integrity of the project itself - so that Life Without Debt can be launched properly, in the right way, for the right reasons.

Ownership of Intellectual Property

The Recipient acknowledges that:

1. The frameworks, financial models, strategies, naming and structures in the Confidential Materials are original works created by CoSai CFO Services. They remain CoSai's intellectual property unless and until ownership is formally transferred as part of a completed engagement (see Clause 5).
2. Nothing in this Deed gives the Recipient a licence to use CoSai's frameworks, models or strategies outside of the Permitted Purpose. If the Recipient decides not to proceed with the engagement, the Confidential Materials should simply be set aside - CoSai asks only that they not be repurposed or passed on.
3. Once the engagement is completed and all payments are received, full ownership of the deliverables transfers to Life Without Debt CLG - that is the whole point. CoSai builds it for you, and you own it.

Permitted Disclosures

The Recipient may disclose Confidential Materials only:

1. To its Representatives who need to know the information for the Permitted Purpose, provided those Representatives are informed of the confidential nature of the information and are bound by obligations at least equivalent to this Deed; or
2. If required by law, a court order, or a regulatory authority with jurisdiction - and then only to the minimum extent required, and only after giving CoSai reasonable notice (where legally permitted) so CoSai may seek a protective order.

Payment Milestones & Access Rights

The parties acknowledge the following commercial framework:

1. Proposal access: The Recipient is granted access to the Confidential Materials solely for evaluation. Access is revocable at CoSai's sole discretion by deactivating the site URL or changing the access code.
2. Commencement: If the Recipient engages CoSai, a 50% commencement payment is due before implementation work begins. CoSai is not obligated to commence work until this payment is received and cleared.
3. Completion: The remaining 50% payment is due upon project completion (as defined in the engagement letter / Statement of Work). Source files, credentials and documentation are transferred to the Recipient only after the completion payment is received and cleared.
4. Non-payment consequences: If either payment milestone is not met, CoSai may immediately revoke access to the Confidential Materials, terminate the engagement, and retain all work product until payment is received. CoSai's Intellectual Property does not transfer to the Recipient under any circumstances until all payments are received in full.

Duration

The obligations in this Deed continue for five (5) years from the date of signing, or for so long as the Confidential Materials remain secret and have commercial value to CoSai - whichever is the longer period. The obligations in Clause 3 (Intellectual Property Ownership) are perpetual and irrevocable.

If Something Goes Wrong

CoSai enters this agreement in good faith and fully expects it will never need to be enforced. But for completeness:

1. If the Recipient uses or discloses the Confidential Materials in a way that is not permitted by this Deed, CoSai may seek appropriate remedies under Australian law - including an injunction to stop further misuse where that is the most practical outcome.
2. Both parties agree that talking directly and promptly is always the first step. Most concerns can be resolved with a conversation. CoSai's preference is always to work things out, not to litigate.
3. If legal action does become necessary, the parties each bear their own costs unless a court orders otherwise.

Governing Law & Jurisdiction

This Deed is governed by the laws of Queensland, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland and the Federal Court of Australia.

General

1. Entire agreement: This Deed constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, representations and understandings.
2. Variation: This Deed may only be varied by written agreement signed by both parties.
3. Severability: If any provision of this Deed is invalid or unenforceable, it is to be read down or severed to the extent necessary without affecting the validity of the remaining provisions.
4. No waiver: Failure to exercise or delay in exercising any right under this Deed does not constitute a waiver of that right.
5. Counterparts: This Deed may be executed in counterparts (including by electronic signature), each of which when executed constitutes an original. Electronic signatures are valid and binding under the Electronic Transactions Act 1999 (Cth).
6. Relationship: Nothing in this Deed creates a partnership, joint venture, agency or employment relationship between the parties.