This Agreement is made between: (A) the Grow Project Pty Ltd ABN 32 606 649 058, Trading as Newmark Academy (the “Academy”); and (B) [MEMBER FULL NAME], on behalf of [MEMBER BUSINESS NAME] ABN [ABN] (the “Member”).

(A) The Academy operates a peer-mastermind program for residential builders (the “Program”).

(B) The Program runs over a 12-month cycle and is designed to support members in the operational, financial and strategic management of their building businesses through facilitated peer discussion.

(C) The Member wishes to participate in the Program for the Program Year, and the Academy is willing to admit the Member on the terms set out in this Agreement.

In this Agreement, unless the context otherwise requires:

3.1 “Cohort” means the group of Members admitted to the Program for a particular group.

3.2 “Confidential Information” has the meaning given in clause 7.1.

3.3 “Facilitator” means Mark Newman, or another person nominated by the Academy from time to time.

3.4 “Group Charter” means the cultural and behavioural code of the Cohort, signed by all Members at Session 1.

3.5 “Hot Seat Member” means the Member rostered to lead the discussion at a given Session.

3.6 “Member” means a person who has signed this Agreement and been admitted to a Cohort.

3.7 “Other Member” means any Member of the Cohort other than the Member.

3.8 “Program Year” means the year in which this Agreement takes effect, comprising ten (10) Sessions held monthly from February to November.

3.9 “Session” means a scheduled meeting of the Cohort under the Program.

4.1 The Academy will provide ten (10) facilitated Sessions during the Program Year, held monthly from February to November (inclusive), excluding January and December.

4.2 Each Session is approximately two (2) hours in length and held in person at a venue notified to the Member in advance.

4.3 The Facilitator will lead Sessions 1 and 2. From Session 3 onwards, each Session will be led by the rostered Hot Seat Member on the topic for that Session, with the Facilitator acting as host and curator.

4.4 The Academy will additionally provide the Cohort with a Year 2 starter framework for the Cohort’s optional use in self-managing a further twelve (12) months of meetings without facilitation. The Academy gives no warranty that the Cohort will continue to meet beyond the Program Year.

4.5 The Academy may, acting reasonably, vary the schedule, venue or topic of any Session.

5.1 The Member shall pay to the Academy the sum of Five Thousand Four Hundred and Fifty Dollars ($5,450.00) plus GST for the Program Year (the “Fees”).

5.2 The Fees are payable in upon acceptance of the Member’s acceptance into the Cohort, and in any event prior to the commencement of Session 1, unless otherwise agreed in writing by the Academy.

5.3 The Fees include attendance at all Sessions and provision of the Year 2 starter framework. The Fees do not include travel, accommodation, or any incidental costs borne by the Member.

5.4 The Member acknowledges that the Fees are calculated on a Cohort basis and that no part of the Fees is referable to attendance at any individual Session.

6.1 “Confidential Information” means any information of a commercial, financial, operational, technical, personal or proprietary nature disclosed by any Member, the Facilitator, or the Academy in connection with the Program, whether disclosed verbally, in writing, electronically, by demonstration, or by any other means. Confidential Information includes (without limitation) project details, client names and contact details, supplier names and rates, subcontractor names and rates, financial information, pricing strategies, employment information, business plans, and any document or material shared in or in connection with a Session.

6.2 The Member agrees: (a) to hold all Confidential Information in strict confidence; (b) not to disclose Confidential Information to any third party, other than to the Member’s own spouse, business partner(s) or employees, and solely for the purpose of implementing insights from the Program in the Member’s own business, provided the Member ensures that person keeps the Confidential Information confidential on the same basis as this clause 6; (c) not to use Confidential Information for any purpose other than the Member’s good-faith participation in the Program; and (d) to use Confidential Information only for the Member’s good-faith participation in the Program and for implementing insights from the Program in the Member’s own business; and (e) not to record any Session by audio, video, photograph, screen capture or other means without the express prior consent of all participants present.

6.3 The obligations in clause 6.2 do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) is independently developed by the receiving party without reference to the Confidential Information; or (c) is required to be disclosed by law, court order or regulatory authority, in which case the receiving party shall, where lawful to do so, give prompt notice to the disclosing party prior to such disclosure.

6.4 The obligations in this clause 6 survive the termination of this Agreement and continue indefinitely.

7A. Tender disclosure protocol

7.1 When considering tendering on a new project where there may be multiple group members considering the project, the Member(s) is/are expected to disclose to the Cohort, at the next scheduled Session:

(a) the suburb in which the project is located; and (b) the name of the architect (if any) or owner and the type of project.

7.2 Where two (2) or more Members disclose interest in the same project (a “Conflicted Project”):

(a) the Conflicted Project shall not be discussed in any Session, hot seat, or informal conversation between the affected Members during the active tender period; (b) following submission of all affected Members’ proposals to the owner or architect, the Conflicted Project may be discussed within the Cohort in the ordinary course; and (c) the Facilitator shall be informed of the conflict and may, acting reasonably, manage the affected Members’ contributions to the Cohort during the active tender period.

7B. No-poach undertaking

7.3 The Member shall not, during the Program Year and for twelve (12) months after the end of the Program Year, directly or indirectly approach, solicit, induce or offer employment, engagement or consulting work to: (a) any employee of an Other Member, where that employee became known to the Member through participation in the Program; or (b) any subcontractor or supplier identified, recommended or introduced by an Other Member through the Program, where the Member’s approach is for the purpose of replacing or displacing that Other Member’s existing trade relationship.

7.4 Clause 7.3 does not prevent the Member from responding to a publicly advertised position, an unsolicited approach by a candidate or supplier, or an introduction made independently of the Program.

7C. Client non-solicitation

7.5 The Member shall not, during the Program Year and for twelve (12) months after the end of the Program Year, solicit, contact, or attempt to take work from any client of an Other Member where that client became known to the Member through participation in the Program, without the prior written consent of that Other Member.

7D. Facilitator obligations

7.6 The Facilitator and the Academy are bound by the confidentiality and conflict-of-interest obligations set out in clauses 6 and 7 to the same extent as the Member.

7.7 The Facilitator additionally undertakes that Newmark Residential Pty Ltd (ABN 31 137 833 651) will not tender on any project disclosed by a Member to the Cohort during the active tender period for that project. If Newmark Residential Pty Ltd is already engaged in a tender at the time of disclosure, the Facilitator shall declare that engagement immediately and the protocol in clause

7.2 shall apply.

8.1 The Member agrees:

(a) to attend all Sessions, and to provide reasonable prior notice to the Facilitator of any unavoidable absence; (b) to participate actively, candidly and in good faith in all Sessions; (c) to prepare diligently when rostered as the Hot Seat Member, including preparing any materials reasonably requested by the Facilitator; (d) to treat all Members and the Facilitator with respect, and to refrain from disruptive, disrespectful, discriminatory or harassing behaviour; and (e) to comply with the Group Charter signed at Session 1.

9.1 This Agreement commences on the date of signing and continues until the conclusion of Session 10 of the Program Year, unless terminated earlier in accordance with this clause 9.

9.2 The Member may withdraw from the Program at any time by written notice to the Academy. Withdrawal does not relieve the Member of obligations under clauses 6 (Confidentiality), 7 (Conflict of Interest), or 10 (Intellectual Property), each of which continues to bind the Member.

9.3 Refund of Fees on withdrawal: (a) if the Member withdraws less than 7 days after the completion of Session 2, the Academy shall refund in full the fees paid inclusive of GST; (b) if the Member withdraws on or after the time specified in point 9.3(a), no refund is payable.

9.4 The Academy may remove the Member from the Program with immediate effect by written notice if the Member: (a) materially breaches this Agreement; (b) discloses Confidential Information without authority; (c) engages in conduct that the Facilitator, acting reasonably, considers materially harmful to the Cohort or the Program; or (d) fails to pay the Fees when due.

9.5 A Member removed under clause 9.4 is not entitled to any refund of Fees and remains bound by clauses 6, 7 and 10.

10.1 All materials prepared by the Academy or the Facilitator for delivery in the Program, including without limitation session frameworks, slides, templates, workbooks and the Year 2 starter framework (“Academy Materials”), remain the intellectual property of the Academy.

10.2 The Academy grants the Member a personal, non-exclusive, non-transferable, royalty-free licence to use the Academy Materials for the internal business purposes of the Member’s building business, during and after the Program. The Member shall not reproduce, publish, distribute, sub-licence, or commercialise the Academy Materials, in whole or in part, without the prior written consent of the Academy.

10.3 Material contributed by a Member to a Session remains the intellectual property of that Member. By contributing it to a Session, the Member grants each Other Member a limited, non-transferable licence to use that material for that Other Member’s own learning and reflection, subject to clauses 6 and 7.

11.1 The Program is provided for educational and peer-discussion purposes only. Neither the Academy nor the Facilitator provides legal, financial, tax, accounting, insurance or other professional advice through the Program, and nothing said in a Session or in any Academy Materials shall be construed as such advice. The Member is responsible for obtaining independent professional advice before acting on any matter discussed.

11.2 To the maximum extent permitted by law, the total aggregate liability of the Academy and the Facilitator under or in connection with this Agreement is limited to the amount of the Fees paid by the Member for the Program Year.

11.3 Nothing in this Agreement limits any rights or remedies that cannot be excluded under the Australian Consumer Law or other applicable law.

12.1 If a dispute arises between the parties in connection with this Agreement, the parties shall first attempt to resolve the dispute by good-faith discussion between the Member and the Facilitator.

12.2 If the dispute is not resolved within fourteen (14) days of the dispute first being raised, the parties agree to attempt mediation through a mediator as agreed by the parties, or failing agreement through the Resolution Institute, before commencing any legal proceedings.

12.3 Nothing in this clause prevents either party from seeking urgent interlocutory relief from a court of competent jurisdiction.

13.1 Governing law. This Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of that State.

13.2 Entire agreement. This Agreement, together with the Group Charter, constitutes the entire agreement between the parties in relation to the Program and supersedes all prior representations and understandings.

13.3 Amendment. No amendment to this Agreement is effective unless made in writing and signed by both parties.

13.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force and effect.

13.5 Assignment. The Member may not assign or transfer any rights or obligations under this Agreement. Membership in the Cohort is personal to the Member.

13.6 Notices. Notices under this Agreement may be sent by email to the addresses notified by the parties from time to time, and are deemed received on the next business day after sending.

13.7 Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one agreement.

13.8 Privacy. The Academy collects the Member’s personal and business information (including business name, ABN, revenue band, largest project value, employee count and signature) solely to administer the Member’s participation in the Program, and will not use or disclose that information for any other purpose except as required to operate the Program or as required by law.

EXECUTED as an agreement on the date last signed below.

SIGNED by the Member: