Confidentiality Agreement

DEED OF CONFIDENTIALITY AND NON-DISCLOSURE

Hospitality, Tourism & Accommodation Industry — Australian Law

This Deed of Confidentiality and Non-Disclosure (this “Agreement”) is made on the ______ day of ______________ 20____ (the “Commencement Date”).

1. Parties

Disclosing Party: SHA Housekeeping Academy (the owner and developer of the SHA Learning App and The Wave), including its proprietors, directors, employees and authorised representatives (the “Disclosing Party”).

Receiving Party: ____________________________________ of ____________________________________ (the “Receiving Party”), being an employee, contractor, invited viewer, employer, learner, masterclass participant, or other person granted access to, shown, or permitted to use the Confidential Information.

Each a “Party” and together the “Parties”.

2. Background

A. The Disclosing Party is the owner and developer of proprietary intellectual property and confidential business systems, including:

• the SHA Housekeeping Academy learning application — a digital training platform comprising bed-making, bathroom, kitchen, damp dusting, room preparation, vacuum and trolley lessons, assessments, the HKtionary glossary, fitness (Fit Hub), gamified learning modules, employer and employee dashboards, and associated learning methodology (the “SHA Learning App”); and
• The Wave — a real-time room cleaning pipeline, productivity tracking and reporting system, including its four-stage wave methodology, team allocation logic, mid-service workflow, room-size and target-minute configuration, viewer dashboards, productivity charts, and automated end-of-day reporting (the “Wave System”).

B. The SHA Learning App and The Wave (together, the “SHA Systems”) are used by accommodation providers, housekeeping teams, learners and employers operating within the hospitality, tourism and accommodation industry in Australia.

C. The Disclosing Party will disclose, make available, or grant access to the Confidential Information to the Receiving Party for the Permitted Purpose, and the Receiving Party agrees to be bound by the confidentiality obligations set out in this Agreement.

3. Definitions

“Confidential Information” means any and all information, in any form, disclosed by or on behalf of the Disclosing Party to the Receiving Party, or obtained or observed by the Receiving Party through access to, use of, or being shown the SHA Systems, whether before or after the Commencement Date, including but not limited to:

• software, source code, object code, designs, architecture, databases, data structures, algorithms, user interfaces, workflows and technical specifications of the SHA Learning App and The Wave;
• training content, lesson materials, checklists, methodology, assessments, the HKtionary, and any educational or instructional content;
• The Wave cleaning methodology, four-stage pipeline, stage names, target minutes, room-size configuration logic, allocation types, productivity metrics and reporting formats;
• business and operational information relating to the hospitality, tourism and accommodation industry, including housekeeping processes, room turnaround procedures, staff allocation models, employer/employee workflows, pricing, masterclass content, and supplier or customer information;
• know-how, trade secrets, innovations, future development plans, marketing strategy, and intellectual property rights subsisting in any of the above.

“Permitted Purpose” means the sole purpose for which access is granted: the Receiving Party’s employment, contractor engagement, evaluation, learning, training delivery, or authorised use of the SHA Systems, strictly in the ordinary course of the Disclosing Party’s hospitality and accommodation business.

“Representatives” means the Receiving Party’s employees, contractors, advisers and agents who have a strict need to know the Confidential Information for the Permitted Purpose and who are bound by equivalent confidentiality obligations.

4. Confidentiality Obligations

The Receiving Party agrees that it will, at all times:

• keep the Confidential Information strictly confidential and not disclose, publish, communicate, copy, reproduce, or otherwise make it available to any third party, in whole or in part, without the prior written consent of the Disclosing Party;
• use the Confidential Information solely for the Permitted Purpose and not for any other purpose, including any competitive, commercial, research, reverse-engineering, replication, or training-of-competing-system purpose;
• not copy, record, screenshot, photograph, download, scrape, extract, decompile, disassemble, or attempt to derive the source, structure or underlying logic of the SHA Learning App or The Wave, except as strictly necessary for the Permitted Purpose;
• not remove, alter or obscure any proprietary notices, trademarks, watermarks or confidentiality markings on or within the SHA Systems;
• take all reasonable steps (no less than those it takes to protect its own confidential information of a similar nature) to safeguard the Confidential Information against unauthorised access, use or disclosure, including ensuring its Representatives comply with this Agreement; and
• promptly notify the Disclosing Party in writing upon becoming aware of any actual, suspected or threatened unauthorised access, use, disclosure or loss of Confidential Information.

The Receiving Party remains liable for any breach of this Agreement by its Representatives as if the breach were committed by the Receiving Party.

5. Exclusions

The obligations in clause 4 do not apply to information that the Receiving Party can demonstrate, by competent written evidence:

• was, or thereafter becomes, publicly available through no fault, act or omission of the Receiving Party in breach of this Agreement;
• was lawfully in the Receiving Party’s possession before disclosure by the Disclosing Party, free of any obligation of confidence;
• is independently developed by the Receiving Party without reference to or use of the Confidential Information; or
• is required to be disclosed by a court of competent jurisdiction, the rules of a stock exchange, or by operation of law, provided the Receiving Party gives the Disclosing Party prompt written notice and reasonable assistance to seek a protective order or confidential treatment.

6. Intellectual Property Ownership

All right, title and interest in and to the Confidential Information and the SHA Systems, including all intellectual property rights (including copyright, trade marks, designs, patents, trade secrets and confidential information) subsisting in them, are and remain the sole and exclusive property of the Disclosing Party. No licence, right or interest in the Confidential Information or the SHA Systems is granted to the Receiving Party under this Agreement, express or implied, other than the limited right to access and use the SHA Systems for the Permitted Purpose. The Receiving Party assigns (by way of present assignment of future copyright) to the Disclosing Party all rights in any feedback, suggestions or improvements relating to the SHA Systems it may provide.

7. Return or Destruction of Confidential Information

Upon request by the Disclosing Party, or upon the end of the Receiving Party’s engagement, employment or access to the SHA Systems, the Receiving Party must promptly return to the Disclosing Party, or at the Disclosing Party’s election, permanently destroy and delete, all Confidential Information in its possession or control (in any form), and certify in writing that it has done so. Log-out, revocation of access, or removal from the Wave roster does not relieve the Receiving Party of its ongoing confidentiality obligations.

8. Duration

This Agreement commences on the Commencement Date and continues in force for the duration of the Receiving Party’s relationship with the Disclosing Party. The confidentiality obligations in clauses 4, 6 and 7 survive indefinitely and continue in respect of each item of Confidential Information until it ceases to be confidential (for example, by lawful public disclosure by the Disclosing Party). No obligation expires merely because a particular engagement, employment, or access to the SHA Systems ends.

9. Remedies

The Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may not be an adequate remedy. Accordingly, the Disclosing Party may seek injunctive or other equitable relief (without prejudice to any other remedies available at law or in equity, including damages and an account of profits) for any breach, and the Receiving Party agrees to indemnify the Disclosing Party for all losses, costs and expenses (including legal costs on a solicitor–client basis) arising from any breach by the Receiving Party or its Representatives.

10. Hospitality, Tourism & Accommodation Context

The Receiving Party acknowledges that the SHA Systems embody housekeeping and accommodation operational methodology specific to the Australian hospitality, tourism and accommodation industry, and that unauthorised disclosure or replication — including to a competing accommodation provider, cleaning contractor, training provider, or technology developer — would undermine the Disclosing Party’s legitimate commercial interests and competitive position in that industry.

11. General

• Governing law: This Agreement is governed by the laws of the State or Territory in which the Disclosing Party is based (Queensland, Australia unless otherwise notified), and the Parties submit to the non-exclusive jurisdiction of the courts of that State or Territory, and any competent courts hearing appeals from them.
• Entire agreement: This Agreement constitutes the entire agreement between the Parties on its subject matter and supersedes any prior understanding or agreement, written or oral.
• Amendment: This Agreement may only be amended in writing signed by both Parties.
• Waiver: No failure or delay in exercising a right under this Agreement is a waiver, and no single or partial exercise precludes any further exercise of that or any other right.
• Severance: If any provision is held invalid or unenforceable, it is severed and the remaining provisions continue in full force.
• Assignment: The Receiving Party must not assign or transfer its rights or obligations under this Agreement without the Disclosing Party’s prior written consent.

Execution

Executed as an agreement.

This document is provided as a template for the protection of the intellectual property of SHA Housekeeping Academy. It has been prepared to reflect Australian common-law principles of breach of confidence and the hospitality, tourism and accommodation industry context. It is not a substitute for legal advice. The Disclosing Party should have a qualified Australian legal practitioner review and tailor this agreement before reliance.