Trade Discount & Collaboration Program

Agreement between The Mural Shop ATF Tailored Artworks Pty Ltd being the "TMS" and the signatory as per below, hereinafter referred to as "the company". To facilitate evaluation between the parties of TMS’s products for further evaluation purposes and/or affiliation or joint venture activities, collaboration or co-production and/or the marketing globally including Australia, USA, UK, New Zealand, Canada, South Africa, Netherlands, Germany, France, Italy, Spain, China, South East Asia, Hong Kong, India, Singapore, Japan, Indonesia, Mexico, South America and other markets to be nominated:

1. TMS will supply the company with certain Confidential Information concerning the products as necessary to allow the company to properly evaluate and engage in product usage and marketing and vica-versa.

2. The company undertakes to share TMS’s products used in project examples and retain their copyright ownership of their designs. Both companies agree not to use their mutually Confidential Information for any purposes other than those described in the foregoing paragraph or breach Australian copyright law.

3. The company shall not disclose the Confidential Information furnished by TMS to any other third party without TMS’s prior written approval.

4. As used herein, the term “Confidential Information” will mean all information that is disclosed by TMS to the company hereunder except information falling into any one or more of the following categories:

1. Information which at the time of disclosure is in the public domain;
2. Information which, after disclosure enters the public domain through no improper conduct on the company’s part;
3. Information which prior to disclosure hereunder was already in the company’s possession without limitation on disclosure to others;
4. Information which, subsequent to disclosure hereunder is obtained by the company from a third party who is lawfully in possession of such information and no subject to a contractual or fiduciary relationship to TMS with respect to such information and who does not require the company to refrain from disclosing such information to others.

5. It is understood between the parties hereto that nothing contained in this Agreement shall be construed as granting to the company any right or license under any patents or patent applications relating to the products.

6. This Agreement shall be construed according to the laws of Australia or the relevant country.

7. The preceding obligations to maintain confidentiality shall terminate in any event ten (10) years from the date of the CONFIDENTIALITY AGREEMENT unless a Sales and Marketing Contract or some other agreement is entered into between TMS and the company or an affiliated company with respect to the products in which event the company’s obligations to maintain..

8. Upon the date that clause 7 purposes have been duly accomplished the company will promptly return to TMS all papers and documents embodying the confidential information as well as any and all copies thereof.

In WITNESS WHEREOF the undersigned have caused this Agreement to be executed in duplicate by their duly authorized officer or representative.

Signed

Sharron Tancred

Managing Director

The Mural Shop

Murrumba Downs, Brisbane

I have read and agree to the above conditions

Signed

For and on behalf of

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