CONFIDENTIALITY DEED

TO:

TUTOR DOCTOR AUSTRALIA INC. (Ontario Company Number 002406060)

of 20A Voyager Drive South, Toronto, M9W 5M7 Canada ("the Franchisor")

FROM:

The person or persons identified in the Schedule below as the Recipient and in
the event of there being more than one party, each of those parties jointly and
severally ("the Recipient")

BACKGROUND:
A.

The Franchisor and/or its associates and related corporations own, license or possess
the Confidential Information.

B.

The Recipient proposes to apply for a Tutor Doctor franchise and has requested
disclosure of the Confidential Information for the Purpose.

C.

The Franchisor has agreed to disclose the Confidential Information to the Recipient
only for the Purpose and upon the terms and conditions of this Deed.

D.

The Recipient has agreed to be bound by the terms and conditions of this Deed.

TERMS AND CONDITIONS:

1.

In this Deed, unless the context otherwise requires:

(a)

"Confidential Information" means all information which is disclosed by the

Franchisor or on behalf of the Franchisor to the Recipient relating to the
Franchisor, its business, the Tutor Doctor franchise system and the intellectual
property used in the Tutor Doctor franchise system, including but not limited to:
(i)

financial information, including profit and loss statements and sales

figures;

(ii)

client lists or other client data and information;

(iii)

the Tutor Doctor Franchise Agreement, Disclosure Document and

Manuals and any ancillary documents;

(iv)

trade secrets, know-how, data, concepts, designs, plans, maps,

models, ideas and product development plans;

(v)

business techniques, systems, processes, methods and projections;

(vi)

business plans, marketing plans, strategies and techniques;

(vii)

any copyright materials, unregistered trade marks, applications for

trade marks registration or similar intellectual property rights;

(viii)

training courses, training manuals and materials;

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(ix)

contractual information and all notes, papers, communications and

other records;

(x)

computer programs, databases, software codes, source and object

codes; and

(xi)

information designated or treated as confidential, information imparted

in confidence by the Franchisor, information or material which the
Recipient knows or reasonably ought to know is actually or potentially
of commercial value to the Franchisor, and any other information
capable of being classed in equity as confidential information;

whether written or oral and whether of a business, financial, technical,

intellectual property or other nature and in whatever format or medium,
including electronically stored information, but shall not include information or
material which:

(b)

(xii)

the Recipient can prove by contemporaneous written records was

already independently developed or known to the Recipient at the time
of its disclosure; or

(xiii)

is public knowledge, other than through breach of this Deed.

"Purpose" means the purpose of enabling the Recipient to evaluate whether

or not to purchase a Tutor Doctor franchised business and enter into a
Franchise Agreement with the Franchisor.

2.

The Recipient acknowledges the Confidential Information is owned and is proprietary

of the Franchisor and/or its associates or related corporations and is commercially
sensitive, secret and of value to the Franchisor.

3.

In consideration of the Franchisor disclosing the Confidential Information to the

Recipient, the Recipient covenants and warrants to the Franchisor that the Recipient
and its employees, officers, agents and advisers who have knowledge of or access to
the Confidential Information will:
(a)

hold the Confidential Information in strict confidence;

(b)

only use the Confidential Information for the Purpose and not for any other
purpose;

(c)

not directly or indirectly disclose or permit the disclosure of any of the

Confidential Information to any person other than pursuant to the terms of this
Deed, as required by law or with the prior written consent of the Franchisor;

(d)

store the Confidential Information safely and securely and take all necessary
precautions to prevent unauthorised access or copying of the Confidential
Information;

(e)

not make or retain any copies or reproductions (in any format or medium) of
any of the Confidential Information without the prior written approval of the
Franchisor;

(f)

not solicit any franchisee, supplier, employee, customer or client of the

Franchisor or any of its franchisees;

(g)

not do any act, thing or omission involving the use of the Confidential
Information which may injure or cause loss to or be calculated to injure or cause

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loss to the Franchisor or which may affect the carrying on of the Franchisors
business;
(h)

(i)

only disclose the Confidential Information to those financial or legal advisers,

officers, employees and agents of the Recipient who:
(i)

have a need to know;

(ii)

have been approved by the Franchisor; and

(iii)

provide to the Recipient and (where required by the Franchisor) to the

Franchisor a corresponding undertaking of confidentiality to that
provided by the Recipient under this Deed;

immediately report to the Franchisor any attempted or actual unauthorised use,

disclosure, copy or printing of the Confidential Information of which any of them
becomes aware.

4.

If requested by the Franchisor, the Recipient must immediately cease using the
Confidential Information and procure that its employees, officers, agents or advisers
who have knowledge of or access to the Confidential Information also immediately
cease using the Confidential Information and destroy or deliver up to the Franchisor
(as directed by the Franchisor) all copies of the Confidential Information or any part of
it.

5.

The Recipient acknowledges and agrees that:

(a)

the Confidential Information is of considerable value to the Franchisor and its

related entities and that the Franchisor and its related entities will suffer
financial and other loss and damage if there is a breach of any covenant or
undertaking in this Deed and/or if the Confidential Information is disclosed to
any other person or used for any purpose other than the Purpose and that
monetary damages will be an insufficient remedy for any breach of this Deed
by the Recipient or its directors, employees, agents and contractors. The
Recipient acknowledges and accepts that in addition to all other remedies
which may be available at law or in equity, the Franchisor shall be entitled to
seek specific performance and injunctive or other equitable relief as a remedy
for any such breach; and

(b)

it will make its own assessment and evaluation of the contents of the
Confidential Information and that any reliance it places on the Confidential
Information is at its own risk.

6.

The Recipient indemnifies and agrees to keep indemnified the Franchisor against all
costs, expenses, damages, losses, actions or claims directly or indirectly incurred or
suffered by the Franchisor as a result of any breach of this Deed by the Recipient or
any of its financial or legal advisers, officers, employees and agents and/or any
infringement of the rights of the Franchisor in respect of the Confidential Information.
This indemnity extends to and includes all costs, damages and expenses incurred by
the Franchisor in defending and/or settling any such actions, suits proceedings, claims
or demands (including legal costs and disbursements on a full indemnity basis).

7.

This Deed shall commence on the date the Confidential Information or any part thereof
is first disclosed to the Recipient by the Franchisor. The Recipient acknowledges and
agrees that the covenants and undertakings in this Deed shall survive and continue in
force until the Franchisor notifies the Recipient, in writing, that the Confidential

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Information is no longer confidential or until the Confidential Information becomes part
of the public domain other than through breach of this Deed.
8.

This Deed is governed by the laws of the State of Victoria and the parties submit to the
exclusive jurisdiction of the Courts of the State of Victoria and any Courts competent
to hear appeals from those Courts.

9.

The Recipient agrees that the failure of the Franchisor at any time to require
performance by the Recipient of any provision of this Deed will in no way affect the full
right of the Franchisor to require such performance at any other time, nor will the waiver
by the Franchisor of any breach by the Recipient be held to be a waiver of any
succeeding breach.

10.

Any clause or part of that clause of this Deed which is invalid or unenforceable shall
be severed without affecting any other part of this Deed.

11.

The rights under this Deed are personal to the Recipient and the Recipient may not
assign its rights under this Deed.

SCHEDULE:
Recipient/s
Full Name and ACN/ABN (if relevant):
Address:
Full Name and ACN/ABN (if relevant):
Address:

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EXECUTED as a Deed
Executed by the Franchisor:
EXECUTED by TUTOR DOCTOR
AUSTRALIA INC.

)
)__________________________________
Signature of Director/Authorised Officer

__________________________________
Print Name of Director /Authorised Officer

Executed by the Recipient (company):

EXECUTED by
ACN

)
)__________________________________
Signature of Recipient

in the presence of:

__________________________________
Print Full Name of Recipient
____________________________________
Signature of Witness
____________________________________
Print Full Name of Witness

Executed by the Recipient (individual):

SIGNED SEALED AND DELIVERED by the
said

)
)__________________________________
Signature of Recipient

in the presence of:

__________________________________
Print Full Name of Recipient
____________________________________
Signature of Witness
____________________________________
Print Full Name of Witness