Terms and Conditions

These terms and conditions witness that in consideration of, among other things, the mutual promises contained in this terms and conditions the parties agree as follows:

• Definitions and Interpretation

1. 1. Definitions

In these Terms and Conditions, unless the contrary intention appears:

1. Confidential Information includes:
   1. all information and documents passing from us or our employees or agents or professional advisors to the Recipients including but not limited to:
      1. information relating to our Intellectual Property Rights;
      2. our Online Training Programs and Manuals;
      3. information contained in our disclosure document (where applicable), Contract and other legal documentation or our marketing or promotional material that relates to us, our Intellectual Property rights and HydroKleen Equipment, products and services offered under the brand HydroKleen;
      4. information about how we operate our business and how our systems, processes and procedures work including the HydroKleen Equipment;
      5. information about how a master licensee is able to conduct a HydroKleen master licenced business or licence and any software that we give them the right to use;
      6. information about our pricing or fee structure; and
      7. information about our trade secrets, logos, business names, business procedures, manuals, know-how, techniques, business and marketing plans, financial information, arrangements and Contracts with third parties, client and Master Licensee/Licensee information and client and licensee information proprietary to clients and Master Licencees/Licensees, client and Master Licencee/Licensee lists, and concepts not otherwise reduced to material form;
      8. any document or thing such as our website that may contain material that is protected and subject to Copyright;
   2. any information or document that we provide that is otherwise designated by us as being “confidential” or imparted under an obligation of confidentiality; and
   3. any other information that has a confidential character.

Contract means either:

1. a Licence Agreement; or
2. a Master Licence Agreement.

Copyright means the rights of copyright developed or acquired in relation to any of our documents (including our Online Training Programs and Manuals) that may be conferred by law irrespective of whether that document may contain Confidential Information.

1. Terms and conditions means these Terms and Conditions.
2. HydroKleen Equipment means the equipment required to service and clean air conditioning systems that we initially supply you and includes any replacement equipment you must obtain pursuant to your Contract.
3. HydroKleen Services means the services involved in the on site servicing and cleaning of air conditioning systems, specifically split systems, ceiling cassette systems, under ceiling systems and other domestic type air conditioning systems using the HydroKleen Equipment.
4. Intellectual Property Rights includes intellectual property rights of any kind including but not limited to Confidential Information, copyright, trademarks, patents, designs, electrical circuit layouts and other forms of recognised intellectual property rights protected by law.
5. Licensee means the person or entity granted the right to:
   1. use the HydroKleen Equipment in ta particular Country or region (but not elsewhere);
   2. access through a secure internet portal our Online Training Programs and Manuals;
   3.  in their Country or region (but not elsewhere) and to supply them with collection bags and other products from time to time on the terms of the Licence Agreement.
6. Master Licensee means the person or entity granted the right to:
   1. become a HydroKleen master licensee in their Country or region; and
   2. to operate as a Licensee and also to grant others the right to use the HydroKleen Equipment and Intellectual Property and to supply them with collection bags and other products from time to time on the terms of the master licence agreement.
7. Online Training Programs and Manuals means:
   1. any training programs that we prepare and make available for Licensees including for instructions on the assembly, servicing and operation of the HydroKleen Equipment, collection bags and products;
   2. any written manuals containing instructions on assembly, troubleshooting and repair and maintenance and operation of the HydroKleen Equipment, collection bags and products; and
   3. any other information and brochures we may provide to the Recipient that outline the benefits of use of the HydroKleen Equipment to on site servicing and cleaning of air conditioning systems, specifically split systems, ceiling cassette systems, under ceiling systems and other domestic type air conditioning systems,

that we make available online to Licensees and Master Licensees through a secure internet portal.

1. Purpose means the sole use and purpose for which the Confidential Information is provided to the Recipients which is:
   1. to allow the Recipients to obtain professional legal, accounting or business advice on the proposed Transaction;
   2. to conduct their due diligence inquiries about the demand or potential demand for the HydroKleen Equipment and HydroKleen Services in their Country or Region which would arise if they entered into the Transaction; and
   3. to evaluate whether they wish to proceed with the Transaction and enter into a Contract with us as either a Licensee or Master Licensee in a particular Country or region.
2. Recipients means and includes:
   1. each person or entity who is a party to this Terms and Conditions;
   2. each person or the entity listed as a Recipient in the Reference Schedule that is proposing to enter into a Contract with us and if the entity has other related or associated entities in its group, those entities who may have input into the decision whether to enter into the Contract; and 
   3. if the proposed Master Licensee or Licensee is a company and or trust or partnership, also includes each other individual listed as a Recipient in the Reference Schedule who may be a director, secretary, shareholder or beneficiary.

Transaction means a transaction under which the Recipient may enter into a Contract to become either a Licensee or a Master Licensee.

1. We means HydroKleen Global Pty Ltd ACN 605 799 479 each and all of the related bodies corporate of it, and us and our have corresponding meanings.

1. Interpretation

In the interpretation of these Terms and Conditions unless the context otherwise requires:

1. where there is more than one Recipient, a reference to an obligation of a Recipient is expressed to be a joint obligation of all of them and a several obligations of each of them; and
2. these Terms and Conditions are intended to be binding on the parties and continue to be binding irrespective of whether the Recipients subsequently decide to proceed to enter into an Contract with us.

1. Confidential Information
   1. Covenant not to disclose
      1. Each Recipient covenants with us, that they shall not disclose or use the Confidential Information or allow or permit it to be disclosed to or used by any person or related corporation whatsoever, except with our prior written consent, and then only on the basis that the confidentiality of the Confidential Information is similarly respected in the same manner as provided in these Terms and Conditions.  
      2. The Recipients are able to disclose or provide the Confidential Information to their professional legal, accounting advisors or business advisors to assist them to obtain professional advice and to evaluate the Transaction. That disclosure to advisors must only be on the basis that those advisors acknowledge that they will not disclose it to any other person without our consent.
   2. Copyright
      1. Each Recipient acknowledges that we have the ownership of or exclusive licence to use the Copyright in any documentation that we provide them including but not limited to:
         1. our disclosure document (where applicable); 
         2. the terms of the Contract (and other associated legal documentation);
         3. the Online Training Programs and Manuals;
         4. any marketing or other material and other form of document that we provide to the Recipients.
      2. Each Recipient acknowledges that the access give to these documents is solely for the Purpose and to assist them to evaluate whether to enter into the Transaction.  
      3. Each Recipient acknowledges that any use or misuse or unauthorised use of the Copyright is actionable in addition to any breach of confidentiality and the indemnity provided in these Terms and Conditions extends to damages we may suffer or incur as a result of a breach of Copyright.
   3. Use for the Transaction only

The Recipients must only use the Confidential Information solely and exclusively for the Transaction prior to the Recipients entering into a Contract.  This obligation of confidentiality endures both during and after the evaluation of the opportunity to enter into a Contract with us except where the Confidential Information or some part thereof:

1. at the time of its first disclosure to the Recipients is in the public domain;
2. which after disclosure to the Recipients comes in to the public domain (otherwise than by disclosure in breach of the terms of this Terms and conditions);
3. which the Recipients can prove was already fully in their possession at the time of first disclosure to the Recipients by us and was not acquired directly or indirectly from us; 
4. which the Recipients have received from a third party, provided that it was not received by them in breach of an obligation of confidence owed to us by the third party; or
5. is required to be disclosed by law.

1. Return of the Confidential Information and Documents
   1. Return by Recipients

Subject to the terms of any further Contract between the parties, and upon completion of the Transaction, the Recipients must return all copies of the Confidential Information and documents we provide howsoever embodied or recorded in accordance with our directions and not to retain a copy unless otherwise required by law or allowed by us. 

1. Breach
   1. Consequences of breach

In the event of a breach or a threatened or likely breach of the terms of these Terms and Conditions by the Recipients:

1. we are absolutely entitled to apply for and obtain an injunction that restrains the Recipients from committing any breach of these Terms and Conditions; 
2. we are entitled to obtain that injunction without showing or proving any actual damage sustained by us; and
3. we are entitled to recover all of our legal costs of doing so on a full indemnity basis.

1. Indemnity for breach by a Recipient
   1. By Recipients

The Recipients agree to indemnify us, and must keep us indemnified, against any loss or damage that we may suffer to the extent that the loss or damage arises from or is connected in any way with any breach of any term of this Terms and Conditions by any of the Recipients. This includes the payment to reimburse us for any legal costs (on a full indemnity basis) that we may incur in enforcing obligations against the Recipients and obtaining any injunction. 

1. Obligations Survive
   1. Commencement

The obligations of the Recipients under these Terms and Conditions commence on the earlier of the date of these Terms and Conditions or the date on which the Confidential Information is provided to them and continue irrespective of the finalisation or discontinuance by the Recipients of negotiations to enter into the Transaction, the return of any Confidential Information or whether an Contract is subsequently executed.

1. Consultants and Employees 
   1. Absolute responsibility

The Recipients assume absolute responsibility for the actions of its consultants, advisors and employees who have access to the Confidential Information and must ensure that the consultants, advisors and employees are similarly bound by the obligations of confidentiality and not to infringe Copyright created under these Terms and Conditions. The Recipients must inform them of the obligations they have under these Terms and Conditions and the obligation to indemnify us extends to the acts of those consultants, advisors or employees.

1. Rights
   1. Not construed

These Terms and Conditions shall not be construed as granting to the Recipients any rights relating to the Confidential Information or the Copyright except as expressly provided in these Terms and Conditions or specifically agreed to by the parties in writing nor does it constitute any Contract by us to enter into a Contract with the Recipients.

1. Nature of Obligations
   1. Joint and several nature

If there is more than one Recipient, then the covenants provided by them under these Terms and Conditions are given by all of them jointly and each of them severally. If we are required to enforce these covenants then we are entitled to enforce all or any of our rights against any one or more of the Recipients. 

1. Covenants are for the benefit for our related bodies corporate
   1. Each covenant given by a Recipient in our favour is given for the benefit of us and each of the entities that are related bodies corporate to us. 
   2. We are authorised to accept the benefit of those covenants in favour of each related body corporate. 
   3. We do not have to join each and every body corporate to any action we may take to enforce the obligations of the Recipients and may do so on behalf of those entities.