INTELLECTUAL PROPERTY LICENCE

AGREEMENT

Licence valid for RTO’s with less than 500 learners in children

services.

For Larger RTOs such as TAFE, Universities, schools, and

Enterprise RTO’s with additional locations and higher number of

learners please contact us for an extended licence.

If unsure, please contact us 0425 335 729

DATE: Effective upon “I agree’ acceptance of contract

PARTIES:

Childcare Resources Australia Pty Ltd

ABN 22 166 597 020 of

PO BOX 374 CHARLESTOWN NSW 2290

(the Licensor)

AND

The Party named in Schedule 1 (the Licensee)

Australian RTO as verified by Childcare Resources Australia.

This licence allows you to use materials within your own RTO in Australia

for less than 500 learners. You cannot on-sell or pass on in any form

without expressed permission of Licensor. All copyright remains with

CRA. For RTO’s with over 500 learners please contact us for an extended

licence.

In clicking “I agree”, you agree to all the term within this contract. You

understand that passing, reselling materials or breeching copyright in any

way will result in a notification to ASQA, termination of the right to use

materials effective immediately and further legal action as outline within

this contract.

RECITALS

A. The Licensor owns or has the right to use the Intellectual Property.

B. The Licensee desires the Intellectual Property for the Permitted Use.

C. The Licensor grants, and the Licensee accepts, the limited and non-

exclusive licence of the Intellectual Property in accordance with the

terms of this Agreement.

OPERATIVE PART

1. DEFINITIONS

In this agreement:

a. Business means the business operated by the licensee described

as such in the schedule;

b. Claim means a claim, demand, remedy, suit, injury, damage, loss,

cost liability, action, proceeding, right of action, chose in action, claim

for compensation or reimbursement or liability incurred, however

arising and whether ascertained or unascertained, or immediate,

future or contingent;

c. Commencement Date means the date so specified in the Schedule;

d. Confidential Information means all technical and other information

and know how, including all information and know how in any eye or

machine

-readable

form or other format, disclosed or given to the

licensee from any source in respect of or incidental to: the Product;

the Technology; the Licensor; and any other information disclosed or

given to the Licensee by the Licensor which is declared by the

licensor to be confidential information;

e. GST means tax payable on a taxable supply under A New Tax

System (Goods and Services Tax) Act 1999 (Cth) and any related

legislation.

f. Improvements means any improvement, alteration, development,

modification, enhancement or derivative of the Intellectual Property

arising during the term whether authorised by the Licensor or not;

g. Intellectual Property means all intellectual property rights arising at

any time protected by statute or common law, including (whether

registered or in registrable form) patents, engineering certifications,

processes, copyright and any registered designs, trademarks and

goodwill; and any other application or right to apply for registration of

any of these rights, and whether in Australia or overseas and also

includes: the Confidential information; the Improvements; the

Patent(s); the Trade Mark(s); and the Material.

h. Licence Fees means the amount specified in Schedule 1 and any

other fees or interest arising under this Agreement and payable by

the Licensee to the Licensor;

i. Material means all material, documents, information or data owned

by the Licensor, including the training material listed in Schedule 1,

any updates, variations, amendments or material supplementary

thereto and any information marked as “Material” or which the

Licensor informs the Licensee is “Material” for the purposes of this

Agreement.

j. Notice means a written notice, consent approval, direction, order or

other communication;

k. NQF means the National Quality Framework established and

administered by the Australian Government by virtue of the Australian

Children’s Education & Care Quality Authority as it is known from time

to time.

l. Obligation means any legal, equitable, contractual, statutory or other

obligation, agreement, covenant, commitment, duty, undertaking or

liability;

m. Patent means the registered patent or patent application including

the provisional and complete specifications described in Schedule 1;

n. PDF means Material released in a computer file format designed for

the transmission of multimedia materials and documents that are not

intended to be edited further and appears unaltered in alternative

computer environments.

o. Permitted Use means to use the Material to deliver early childhood

education and care to students enrolled in the Licensee’s education

program and enable the Licensee to comply with National Standard

requirements;

Product

means the product described as such in the schedule;

q. Right includes a legal, equitable, contractual, statutory or other right,

power, authority, benefit, privilege, remedy, discretion or cause of

action;

r. Technology means all that technical information which relates to or

forms part of the Materials or Product, including, without limitation,

methodology, techniques, drawings, outlines, notes, algorithms,

detailed designs, flow charts, results, software: partial or

intermediate versions and prototypes, data, formulae and other

proprietary information and know how in the licensee's possession or

control or which is revealed to the licensee;

s. Term means the term as specified in Schedule 1; and

t. Trade Mark means the registered trade mark, trade mark registration

application and common law trademarks described in Schedule1.

2. INTERPRETATION

In the interpretation of this agreement unless the context otherwise

requires:

a. References to legislation or provisions of legislation include changes

INTELLECTUAL PROPERTY LICENCE

Page 2 of 6

re-enactments of the legislation and statutory instruments and

regulations issued under the legislation;

b. Words denoting the singular include the plural and vice versa; words

denoting individuals or persons include bodies corporate and vice

versa; references to documents or agreements also mean those

documents or

agreements as changed, novated or replaced, and

words denoting one

gender include all genders;

c. Grammatical forms of defined words or phrases have corresponding

meanings;

d. Reference to an amount of money is a reference to the amount in the

lawful currency of the Commonwealth of Australia;

e. References to a party are intended to bind their executors,

administrators and permitted transferees; and

f. Obligations under this agreement affecting more than one party bind

them jointly and each of them severally.

3. LICENCE AND ACCEPTANCE

This Agreement may be accepted by doing either one or more of the

following:

a. duly executing this Agreement in hard copy; or

b. duly executing this Agreement electronically via DocuSign or other

acceptable to the Licensee electronic signature standard;

c. otherwise indicating an acceptance in writing (including by email) of

an application, schedule, proposal or quotation issued by the

Licensor in or to which this Agreement is attached or referred to;

d. Issuing a purchase order or similar request for goods or services in

response to the application, schedule, quotation or proposal referred

to at (c) above;

e. By clicking “I agree” or similar affirmation when asked whether you

agree with the terms and conditions of access to the Material via the

Licensor’s website; or

f. Accessing the Material after being provided with a copy of this

Agreement and/or the application, schedule, proposal or quotation

referred to in (c) above.

In consideration of the Licensee’s agreement to be bound by this

Agreement and its ongoing compliance with its obligations under this

agreement, including without limitation payment of the Licence Fee,

the Licensor grants to the Licensee a non-exclusive, non-

transferrable, revocable licence to access and use the Material for

the Permitted Use throughout the Term in accordance with the terms

of this Agreement.

g. The Licensee may make changes to the Material (excepting

photographic, pictorial or diagrammatic representations, used in the

Material pursuant to external licensing) for their own benefit and use,

but only in accordance with this Agreement.

h. Any changes made to the Material by the Licensee are made and

used at the sole risk of the Licensee and the Licensee indemnifies

the Licensor as to any Claim that may subsequently arise.

i. All changes made to the Material by the Licensee must be noted as

changes, amendments or adaptions of the Licensee pursuant to this

Agreement.

j. The Licensee will ensure suitability of the Material for their own use

and the Licensor provides no warranty as to use of the Material

beyond any stated therein.

k. Except as otherwise authorised by this agreement, the Licensee must

not and must ensure that any other third party must not, on-sell, load

on to any website, portal, database or other platform accessible by

third parties (for example, Moodle), change formatting or disable or

attempt to disable any protection measures contained within the

Materials; and

l. Should the Licensor have reasonable suspicion (howsoever formed)

that the Licensee is or may be breaching any of the above restrictions,

then without limiting any other rights of the Licensor under this

Agreement or at law, the Licensor:

i. may immediately suspend all access to the Material without

liability of claim to the Licensee;

ii. may refer the Licensee to Australian Skills Quality Authority or

other industry or governing body for investigation and/or

disciplinary action; and

iii. may claim from the Licensee as a liquidated debt, an amount

equal to the sum that the Licensor would have received had each

individual that accessed the Material as a result of or in

connection to a breach of this Agreement paid the relevant

Licence Fee or it been paid on their behalf.

4. VALUE & OWNERSHIP

a. The Licensee acknowledges that the Material has commercial value

to the Licensor and is the property of the Licensor.

b. Nothing in this agreement has the effect of transferring title to or an

interest or Rights in any of the Material, Product or the Intellectual

Property to the Licensee or anyone, including any modified version of

the Material, Product or the Intellectual Property.

c. All Intellectual Property rights existing in the Material and the Product

as at commencement of the Term or coming into existence at any

time in the future, including in any parts of the Material or Product

worked on or contributed to by the Licensee or its personnel,

employees, representatives, sub-licensees or assigns, will at all times

remain vested in the Licensor, without exception.

5. IMPROVEMENTS

a. Title to the Material and the Intellectual Property, including any

Improvements, whether or not made by the Licensee (or at the

Licensee’s request), remains at all times vested in the Licensor.

b. Notwithstanding the restrictions in clause 6.m, if the Licensee (or any

person granted access to the Intellectual Property) develops any

Improvements in relation to the Material or the Intellectual Property,

then all intellectual property rights then existing or created in the

Improvements will immediately vest in the Licensor on their creation;

and

c. The Licensee will do all things and sign all documents, including

without limitation procuring that any of the Licensee’s employees,

agents, personnel or contractors sign all documents, to ensure the

vesting is secured to the Licensor.

d. If for any reason the Intellectual Property rights in the Improvements

do not immediately vest in the Licensor:

i. where the Intellectual Property rights to the Improvement are

assignable, the Licensee irrevocably assigns to the Licensor all

right title and interest in any Intellectual Property Rights

subsisting in the Improvement and will do all things necessary to

give effect to such assignment;

ii. where the Intellectual Property Rights to the Improvement are not

capable of assignment, the Licensee grants the Licensor an

irrevocable, royalty free and exclusive licence to the Intellectual

Property rights subsisting in the Improvement.

e. The Licensor reserves the right to develop new material separate to

the Material the subject of this Agreement. Any new material may use

other technologies or content in addition to current technologies or

content. The Licensee agrees that additional fees for new

functionality, content or modules not available in the current Material

may be applicable should the Licensee wish to upgrade to any new

material.

6. OBLIGATIONS OF THE LICENSEE

During the term, the Licensee must:

a. Promptly advise the Licensor of any litigation or arbitration or threat

of litigation or arbitration which may involve the Material or Intellectual

Property;

b. keep the Licensor advised of the progress of any litigation or

INTELLECTUAL PROPERTY LICENCE

Page 3 of 6

arbitration involving the Material or Intellection Property. In particular,

the Licensee must take into account and adhere to the views of the

Licensor in relation to the conduct or settlement of any such litigation;

and

c. provide to the Licensor, at the request of the Licensor, copies of any

documents or other material including legal advice relating to such

litigation or arbitration;

d. Allow the Licensor to inspect the place and method of use of the

Intellectual Property or Material by the Licensee;

e. Take all steps necessary to safeguard and keep the Intellectual

Property confidential;

f. Keep the Intellectual Property in a secure manner;

g. Keep its Information Technology infrastructure used in connection

with or to operate the Intellectual Property up to date, maintained in

good order and repair and safe from damage;

h. Maintain and keep current any relevant third-party software required

to operate with, or protect the integrity of, the Intellectual Property.

(and the Licensee acknowledges that the Intellectual Property may

not be able to be accessed or may not properly function, if the

Licensee does not comply with this sub clause);

i. Accept all regular updates made to the Intellectual Property by the

Licensor (and the Licensee acknowledges that nothing in this clause

or this Agreement generally obliges the Licensor to provide any

updates to the Material or Intellectual Property);

j. Preserve the confidential nature of the Confidential Information

(including Intellectual Property Rights contained within the Material),

and to use reasonable care to prevent the unauthorised use, copying,

publication or dissemination of any part of the Intellectual Property,

Material and the Confidential Information;

k. Notify the Licensor promptly of any actual or suspected infringement

of the Rights relating to or connected with the Intellectual Property or

the Material and all relevant information known concerning such an

infringement;

l. Take all reasonable action as may be specified by the Licensor

concerning any infringement; and

m. Procure from any of its employees, contractors or agents prior to

disclosure of the Material to those employees, contractors or agents,

instruments binding them to the same duties as are set out in this

Agreement and only disclose the Material to those persons where it

is required to complete the Permitted Use.

7. RESTRICTION ON THE LICENSEE

a. The Licensee must not and must ensure that any employee,

contractor, officer, student or other authorised user of the Material

must not:

i. decompile, copy, disassemble, reverse engineer or otherwise

attempt to derive or use the Source Code from the any of the

Intellectual Property;

ii. engage any third party for the purpose of copying the Material or

the Intellectual Property, including without limitation the “look and

feel” of the Material, the general format of the Material or its

presentation or graphics;

iii. sell, rent, lease, licence, display, time share or otherwise transfer

any part of the Intellectual Property or Material to, or permit the

use of any part of the Intellectual Property or Material by third

parties;

iv. allow a third party to access, alter, enhance, adapt, develop or

modify any part of the Intellectual Property or Material or attempt

to do any of those things, unless expressly authorised by this

Agreement;

v. knowingly disclose the Intellectual Property or Material or any part

of it to any third party, unless expressly authorised by this

Agreement;

vi. at any time do or suffer to be done any act or thing which may in

any way impair the rights of the Licensor in the Intellectual

Property;

8. TERM AND TERMINATION

a. This Agreement will continue for the Term unless terminated earlier

in accordance with this clause 7.a.vi.

b. Should the Licensor continue to allow access to the Material after the

expiry of the Term, this Agreement will continue to bind the parties on

a holding over basis, such that either party can terminate on 30 days’

notice to the other.

Termination on notice

c. Either party may terminate this agreement by notice in writing to the

other if the other party commits a material breach of essential

provision of this agreement, and, where:

i. the breach is capable of remedy, the party has failed to remedy

such breach within 14 days of receipt of Notice specifying the

exact nature of the breach committed by the defaulting party and

requesting remedy.

ii. The breach is not capable of remedy, on the expiry of 14 day’s

written notice of the breach.

Immediate termination

d. The Licensor may, by notice in writing, terminate this agreement with

immediate affect upon:

i. the making or filing of any application to wind up the Licensee

under any law or government regulation relating to bankruptcy or

insolvency including being unable to pay its debts or suspends

payment of its debts within the meaning of the Bankruptcy Act

1966; or

ii. the appointment of a receiver, agent or manager for all or

substantially all of the property of the Licensee; or

iii. the making by the Licensee of any assignment, arrangement or

composition whether formal or informal for the benefit of its

creditors; or

iv. the institution by the Licensee of any proceedings for the

liquidation or winding up of its business; or

v. the Licensee suffers or incurs anything analogous or having

substantially similar effect to the events specified in (i) to (iv)

above;

vi. the failure to pay the Licence Fee or any instalment thereof within

7 business days of its

due date for payment irrespective of

whether formal demand is made; or

vii. in any event and without the need for default by the Licensee,

upon giving the licensee 14 days prior written notice.

Effect of termination

e. Upon termination all rights of the Licensee granted under this

Agreement shall terminate and access to the Material will cease and

the Licensee must:

i. immediately cease using the Material;

ii. promptly deliver to the Licensor all documents and other

materials including all copies in its possession relating to the

Material or the Intellectual Property in their possession or control;

iii. promptly delete all the Material held electronically in any medium

in their possession or control or distributed by them;

iv. promptly destroy all documents which were prepared by or for the

Licensee and which were based wholly or partly on the Material,

and delete all such documents held electronically in any medium

in their possession or control;

v. immediately pay any unpaid fees to the Licensor including any

unpaid instalments of the Licence Fee (whether or not presently

due and payable);

vi. promptly certify to the Licensor in a form reasonably requested

by the Licensor that they have complied with the preceding sub

INTELLECTUAL PROPERTY LICENCE

Page 4 of 6

clauses, and do such further things as may be reasonably

required by the licensor to protect the Licensor’s Intellectual

Property Rights.

Consequences of termination

f. Termination under this clause 7.a.vi does not preclude a party’s right

to recover damages as a result of the breach and consequent

termination and shall not relieve the Licensee from liability arising

from any antecedent breach of the terms of this Deed.

g. The Licensor reserves its right to inform ASQA or existing State and

Federal Governing bodies of any criminal or civil action which may

occur as a result of a breach of this Agreement.

9. LICENCE FEE

Payment of Licence Fee

a. The Licensee must pay the Licence Fee specified in the Schedule 1

to the Licensor during the term in the following manner:

i. The Up Front Fee must be paid on the Commencement Date; and

ii. The remainder of the Licence Fee (being the amount equal to the

Licence Fee less the Up Front Fee received by the Licensor) is to

be paid on the Payment Dates specified in Schedule 1; and

iii. On expiry of the Term or earlier termination, any part of the

Licence Fee that remains unpaid becomes immediately due and

payable.

iv. The Licensee acknowledges and agrees that:

1. the Licence Fee (or each instalment of the Licence Fee where

relevant) is immediately released to the Licensor upon

payment and is non-refundable where this Agreement is

terminated for any reason.

2. That the Licensor is not required to supply or release the

Material to the Licensee whilst any fee remains unpaid.

Late payment

b. If the Licence Fee or any other monies payable by the Licensee to

the Licensor remain unpaid for seven days after the due date for

payment, whether or not formal demand has been made, then the

Licensee is liable to pay, in addition to any monies actually owing to

the licensor:

i. Interest at the rate of 2% over the bank indicator lending rate for

overdrafts of $100,000.00 nominated by the licensor on such

monies from the date the payment actually fell due until such

monies are recovered and paid to the licensor; and

ii. All of the Licensors' legal costs and disbursements (on a full

indemnity and solicitor and client basis) in relation to enforcing or

preserving its' right to receive payment under this agreement.

GST

c. The Licence Fees or any other monies payable under or in

connection with this agreement are exclusive of GST.

d. If GST is payable on any supply made by a party under or in

connection with this agreement, the consideration provided (or to be

provided) for that supply will be increased by an amount equal to the

GST liability properly incurred by the party making that supply.

e. The party making the supply must provide a tax invoice or receipt,

which is in an approved form for GST purposes, for any supply for

which the party making the supply may recover GST.

10. INDEMNITY AND LIMITATION OF LIABILITY

a. The Licensee indemnifies the Licensor and keeps the Licensor

indemnified against all claims, loss, liability, damage or expense

(including legal costs on a solicitor client basis) incurred in connection

with any:

breach by the Licensee of this agreement;

ii. claim by third party against the Licensor arising out of or in any

way related to any act or omission of the Licensee;

iii. exercise of the Licensee’s rights granted under clause 3; or

iv. any act or omission by a person to whom the Licensee disclosed

to or granted rights in the Material whether or not with the consent

of the Licensor, which if done or omitted to be done by the

Licensee, would be a breach of this Agreement.

b. The Licensee hereby irrevocably releases the Licensor and waives

all

claims which the Licensee may have in the future against the

Licensor, in respect of any action claim or remedy whatsoever in any

way attributable to the exploitation of the intellectual property by the

icensee.

c. Where any statute or law implies warranties or conditions into this

agreement or on the supply of access to the Material, which cannot

be lawfully modified or excluded under this agreement ('Non-

excludable Condition') then this agreement will be read subject to

such Non-excludable Condition. Where such statute or law permits,

the liability of the Licensor to the Licensee for breach of such Non-

excludable Condition is limited to re-supplying the Material or the cost

of paying a third party to re-supply same.

d. The Licensor will not be liable to the Licensee for indirect or

consequential loss or damage of any kind, loss of profits, loss of

opportunity, revenue and economic loss, loss of data, failure to

realise expected profits or savings, overhead costs, loss of reputation

or goodwill arising out of or in any way connected with the Material,

the Intellectual Property or this agreement (including under statute or

in tort).

e. The Licensor warrants that it has full authority and capacity to enter

into this agreement and to grant to the Licensee the rights it purports

to grant in this agreement.

f. The Licensor warrants that it has taken reasonable steps to ensure

the Materials meet the requirements of the relevant national training

packages and current national standards for RTOs at the date of

original publication of the Materials. However:

i. The Licensee is solely responsible for ensuring that any material

it uses meets the standards or guidelines required by it or any

external body governing or regulating the operation of its

business within its industry, including but not limited ASQA and/or

any future governing bodies; and

ii. The Licensee will not hold the Licensor liable for any instances of

non-compliance by the Licensee with applicable national

standards for RTOs or future standards as outlined by the

relevant industry governing bodies.

g. The Licensee warrants and represents that in entering into this

agreement the Licensee has:

i. relied on its own enquiry as to the performance and functional

characteristics of the Material; and

ii. not relied on any representation made by the Licensor unless

they are reduced to writing and are expressly specified in this

agreement.

h. To the fullest extent permitted by law, any condition or warranty which

would otherwise be implied in this Agreement is hereby excluded.

11. INFORMATION COLLECTION

a. The Licensee consents to the Licensor using any of its personal

information for the purposes set out at the time of collection and

otherwise in accordance with the Licensor’s privacy policy in place

from time to time.

b. Where the Licensee has collected and provided any information on

behalf of others (including employees, contractors and students), the

Licensee hereby warrants and to the Licensor that it has obtained all

required informed consents from the owners of that information to

allow the Licensor to make use of the information as foreshadowed

in this Agreement.

c. The Licensee will indemnify and hold the Licensor harmless in

respect of any loss, damage, claim, liability or injury suffered by the

Licensee as a result of or in any way arising out of a failure by the

INTELLECTUAL PROPERTY LICENCE
 
 
    Page 5 of 6 
 
Licensee to obtain informed consent from the owners of any personal 
information used by the Licensor.  
12. PUBLIC ANNOUNCEMENTS 
a. The Licensee must not make or allow to be made any press or other 
public  announcements,  advertisements,  promotions  or  releases 
relating to this Agreement, the Material, the Intellectual Property or 
any transactions the subject of this agreement without the approval 
of the Licensor which may be withheld in the absolute discretion of 
the Licensor.  
13. ASSIGNMENT 
a. The  Licensee  must  not  assign  its  rights  or  obligations  under  this 
agreement without the  prior  written consent of the  Licensor, which 
consent  may  be  given  or
 
withheld,  or  given  on  conditions,  in  the 
absolute discretion of the Licensor.  
b. The Licensor may assign any rights or obligations without prior written 
consent of the Licensee.  
14. TIME 
a. The  parties  hereto  agree  that  time  shall  in  all  respects  be  of  the 
essence in
 
regards this agreement. 
15. NOTICES 
a. A communication required by this agreement, by a party to another, 
must be in
 
writing and may be given to them by being: 
i. 
Delivered personally; or
 
ii. Posted to their address specified in this agreement, or as later 
notified by them, in which case it will be treated as having been 
received on the second business day after posting; or 
iii. Sent by email to their email address, when it will be treated as 
received on that day. 
16. WAIVER OR VARIATION 
a. A party's failure or delay to exercise a power or right does not operate 
as a waiver of that power or right. 
b. The exercise of a power or right does not preclude: 
i. 
Its future exercise; or
 
ii. The exercise of any other power or right; or 
iii. The  variation  or  waiver  of  a  provision  of  this  agreement  or  a 
party's consent to a departure from a provision by another party 
will be ineffective unless in writing executed by the parties. 
17. COUNTERPART & SIGNING 
a. This agreement may be executed in any number of counterparts each 
of which will be an original, but counterparts together will constitute 
one and the same instrument, and the date of the deed will be the 
date on which it is executed by the last party.  
b. Where  this  Agreement  is  signed  by  electronic  of  digital  signature, 
each party agrees that the electronic signatures, whether digital or 
encrypted, of the parties included in this Agreement are intended to 
authenticate this writing and  to have the same force  and effect as 
manual signatures.  
c. Delivery of a copy of this Agreement bearing an original or electronic 
signature  by  email  or  by  any  other  electronic  means  intended  to 
preserve the original graphic and pictorial appearance of a document, 
will have the same effect as physical delivery of the paper document 
bearing an original or electronic signature. 
18. SEVERENCE 
a. If any provision of this agreement is held by a court to be unlawful, 
invalid,  unenforceable  or  in  conflict  with  any  rule  of  law,  statute, 
ordinance or regulation it  is to  be  severed  so  that  the  validity  and  
enforceability  of  the  remaining
 
provisions are not affected. 
19. COSTS 
a. Each  party  will  pay  its  own  costs,  inclusive  of  legal  costs  and
 
disbursements, of and incidental to this Agreement. 
b. The  Licensee  will  bear  all  stamp  duties,  taxes  and  governmental 
charges arising, or incidental to this agreement, and keep indemnified 
the licensor in
 
respect of that liability. 
c. The Licensee will bear all GST payable in respect of any supply under 
this agreement upon receipt of tax invoice issued by the licensor. 
20. SURVIVAL  
a. The  following  clauses  survive  expiration  or  termination  of  this 
Agreement:  0,  1.t, 3.l.iii, 4.c, 5.e,  6.m,  7.a.vi, 8.g,  9.e,  10.h,  14.a, 
15.a.iii, 17.a, 19.c, 20 and a. 
21. ENTIRE UNDERSTANDING 
22. This agreement is the entire understanding of the parties with respect 
to  its  subject  matter  and  supersedes  any  prior  arrangement  or 
understanding between the parties.  
23. VARIATION 
a. This Agreement may not be varied during the Term except in writing 
signed by all the parties. Where this Agreement is in a holding over 
period under clause 7.a.vi(b), the Licensor may vary this Agreement 
(including the Licence Fees) at any time during a holding over period 
by  giving  the  Licensee  at  least  30  days’  notice  in  writing  of  any 
variation. 
 
 
 
 
SIGNED AS AN AGREEMENT 
 
 
Accepted  online  by  Childcare  Resource  Australia  Pty  Ltd  ACN  in 
accordance with section 127 of the Corporations Act 2001 (Cth): 
 
Karen Atkinson    
       
 
Name – Director/ Secretary 
 
 
 
 
 
 

INTELLECTUAL PROPERTY LICENCE

Page 6 of 6

SCHEDULE 1

LICENSEE

RTO as verified through login system

LICENCE FEE

Single unit purchase detailed on receipt.

Total: As shown on receipt.

Receipt to be provided to ASQA as proof of purchased materials in addition to signed agreement

TRADE MARKS

1678326

SPECIFIED

QUALIFICATIONS

CHC30121 Certificate III in Early Childhood Education and Care

CHC50121 Diploma of Early Childhood Education and Care

MATERIALS AND

PRODUCTS:

The learning materials provided in word doc to the licensee depends upon purchase outlined above but may include:

•

Unit Overview & Assessment Plans

•

Learning Guides in Word

•

Learner guide mapping

•

Assessment Validation & Mapping Document

•

Written Assessments

•

Assessor Marking Guides

•

Learner Workplace Preparation Guide

•

Learner Workplace Record Booklet

Workplace Tasks

Assessor Observation and demonstration checklists

Third Party Report

Reflective Questions

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RTO How-To Guide for Using CRA Resources and video

Note: The licence allows you to use materials within your own RTO. You cannot on-sell or pass on in any form

without expressed permission of Licensor. All copyright remains with CRA.