By submitting this form you acknowledge that you are authorised to act on behalf of your organisation and that you have read and agree to the terms of this agreement.

ACCESS AGREEMENT

BETWEEN:

Permission to Move Pty Ltd (ABN 29 637 230 525) of 177 Gilles Street, Adelaide SA 5000, Ph: (+61) 0403 786 778, E: [email protected] (PMPL)

AND:

The party whose name and contact details are stated in Item 1 of the Schedule (Organisation)

INTRODUCTION:

1. PMPL owns the Product and makes it available via the Website.
2. The Organisation is a heath professional.
3. In this Agreement, PMPL:
• provides the Coaching Module to the Organisation, which references and assists in teaching the Product to Users.

TERMS:

• Preliminary
1. DICTIONARY

In this Agreement:

• Coaching Module means during the Contract Term:
• access via the Website to clinical note templates and session plans, as developed and kept under review by PMPL; and
• invitations to participate in periodic, online, forums moderated by PMPL (so long as PMPL offers that function – see clause 10.2).
• Contract Term means the period of time:
• starting on the date of execution of this Agreement (including by acceptance via the Website – see clause 17.7); and
• ending on the earliest of:
• 6 months after the date of execution of this Agreement; or
• after 3 months without a login to the Coaching Module.
• Website means PMPL's website at http://www.permissiontomove.com.
• INTERPRETATION

In this Agreement: singular includes plural and vice versa; reference to a person or entity includes a body politic or corporate, an individual and a partnership and vice versa; headings do not affect construction; no rule of construction applies to the disadvantage of a party because that party put forward this Agreement or any portion of it; another grammatical form of a defined expression has a corresponding meaning.

1. INTELLECTUAL PROPERTY

At all times during and after the Contract Term, PMPL warrants and represents to the Organisation that to the best of PMPL’s knowledge the Product does not infringe the intellectual property rights of any third party.

• ACCESS TO THE COACHING MODULE
1. PROVISION OF THE COACHING MODULE

The parties agree for PMPL to provide the Coaching Module to the Organisation during the Contract Term, in exchange for payment of the Fee by the Organisation to PMPL and generally on the terms of this Agreement.

1. ABOUT THE COACHING MODULE
1. At all times during and after the Contract Term, PMPL warrants and represents to the Organisation that to the best of PMPL’s knowledge information in the Coaching Module does not infringe the intellectual property rights of any third party.
2. Unless stated otherwise, information in the Coaching Module (text, pictures, graphics, audio, video) is copyright of PMPL.
3. The Organisation must not at any time during or after the Contract Term make improper use or disclosure of any information in the Coaching Module.
1. ONLINE FORUM
4. When participating in any online forum moderated by PMPL, the Organisation (or its staff) must not present any information that violates the rights of others or that is unlawful, threatening, invasive of privacy, racist, obscene, harassing or otherwise objectionable in PMPL's opinion. PMPL has right to take down such objectionable information at its sole discretion and without notice.
5. PMPL may suspend for a time or terminate permanently the provision of an online forum on at least 30 days' notice to the Organisation (and other potential participants). A Subscription Fee does not abate for that reason.

• GOODWILL
1. CONFIDENTIALITY

A party must not at any time during or after the Contract Term make improper use or disclosure of any information about the affairs of the other party obtained in negotiations for, or in performance of, this Agreement and not in the public domain (other than by prior breach of this clause).  The terms and conditions of this Agreement are information to which the above applies to the benefit of both parties jointly.

1. NON-COMPETE PROMISES
1. During and within 3 months after the Contract Term, the Organisation must not, directly or indirectly, alone or with others and in any capacity, carry on or be interested in the development, promotion or distribution of any course of learning (whether provided in-person or online) substantially the same as or similar to the Product, disregarding a competitive course of learning in wide distribution immediately before the Contract Term (if any).
2. During and within 3 months after the Contract Term, the Organisation must not solicit or procure any person to cease or change any employment, accreditation or other work or business arrangement with PMPL.
3. The Organisation must not allow any of its Affiliates to do anything that if done by the Organisation would breach an above provision of this clause 13.

• OTHER PROVISIONS
1. SPECIAL CONDITIONS

Any special condition stated in Item 2 of the Schedule prevails over other provisions of this Agreement to the extent of any necessary inconsistency.

1. ENTIRE AGREEMENT
1. Except to the extent expressly stated otherwise in this Agreement, this Agreement expresses and incorporates the entire agreement between PMPL and the Organisation about its subject matter as at the date of this Agreement, and all of the terms and conditions of that agreement, and supersedes and excludes any prior document, agreement, negotiation, understanding or communication between PMPL and the Organisation about that subject matter or any of those terms or conditions.
2. Each party agrees that it has not relied on any promise, warranty or representation (including by conduct) in deciding whether to enter into this Agreement, other than any expressly stated in this Agreement.
3. ABOUT
4. Any non-disclosure agreement previously made between these parties survives the making of this Agreement.
5. Except with the other party's prior written consent, a party may not assign or declare a trust over any of its rights or obligations under this Agreement.
6. This Agreement may be amended only by written agreement of the parties.
7. The laws in South Australia govern this Agreement and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of that State in relation to this Agreement.
8. A party bears its own costs of the negotiation, execution and performance of this Agreement.
9. This Agreement may be executed in counterparts. Each executed counterpart is deemed an original of this Agreement.
10. If a person accepts this Agreement for an Organisation via the Website:
1. the person warrants he or she is duly authorised by the Organisation to do so; and
2. this Agreement will be taken to be executed by PMPL and the Organisation on the date of that acceptance, and will bind PMPL and the Organisation on and from that date.

SCHEDULE

Item 1:  Organisation

Item 2:  Special Conditions:  Nil.