SCHEDULE D: INTELLECTUAL PROPERTY AND LICENSING

Rev-Raise Group Pty Ltd trading as Rev-Raise | ABN 45 691 400 594 | Version 3.1 | 13 September 2026

This Schedule forms part of the Master Client Terms. It applies to every Engagement, whether or not your Service Agreement identifies it, because every deliverable we supply falls into one of its licence classes. Under the priority rule in the Master Client Terms, this Schedule governs every question of ownership and licensing. Words defined in clause 1 of the Master Client Terms have the same meaning here.

1. WHAT WE OWN OR CONTROL

1.1 Rev-Raise owns, or holds under an exclusive licence with the right to grant the licences in this Schedule, all Intellectual Property Rights in:

(a) the Method, meaning the written, recorded and visual expression of its structure, sequence, phases, questions, ordering, timing and reasoning;

(b) our sales frameworks, playbook structures, scripts, run sheets, facilitator guides, lesson plans, assessments, strategy documents and process maps;

(c) our workflow architecture, automation logic, system configurations, sales stage and page structures, and message and campaign structures and templates;

(d) the configurations and instructions we write for automated conversation, qualification and content tools;

(e) our training materials, recordings, decks, workbooks and module libraries; and

(f) improvements, adaptations and derivatives of any of these that we create, including during your Engagement.

1.2 This applies whether the material existed before your Engagement, was created during it, or was refined while working on your business.

1.3 The internal mechanics of the Method listed in clause 11.1 are protected as Confidential Materials under clause 11 and by contract, not by copyright. The general selling principles described in clause 9.2 are not.

2. WHAT YOU OWN

2.1 You own, at all times:

(a) your business data, contact lists, customer records and transaction records;

(b) your products, pricing and other proprietary information;

(d) your trade marks and business names.

2.2 Where we adapt material you supplied, the material you supplied stays yours. The adaptation is licensed to you under the class of the deliverable it forms part of, and clause 7 applies to it. You consent, and will obtain any consent of the individual authors needed, to our making that adaptation.

3. IMPROVEMENTS

3.1 What an improvement is. A method-specific improvement is a change, addition or adaptation that alters the structure, sequence, questions, mechanics, delivery design or materials of the Method itself, as distinct from applying the Method to your business. Your business information, your products, your data and your Client Playbook are not method-specific improvements.

3.2 Who owns it. We own method-specific improvements, whoever creates them. To the extent you or your people create one, you assign it to us when it is created, excluding your background Intellectual Property Rights, and you receive a licence to it under the class of the deliverable it improves. You will ensure that each person who is not your employee and who contributes to a method-specific improvement assigns their rights to us in writing, and that each individual author gives written consent under Part IX of the Copyright Act 1968 (Cth) to our use, adaptation and publication of it without attribution.

3.3 When this clause applies to you. Clause 3.2 applies to work by you or your people only under a signed Service Agreement for work capable of creating a method-specific improvement, such as collaborative development, adaptation or Implementation. It does not apply to a checkout purchase of a Public Room seat or a Recorded Course.

3.4 If an assignment does not take effect. Until an assignment under clause 3.2 takes effect, you hold the improvement on trust for us and grant us an exclusive, perpetual, irrevocable, royalty-free licence to use and sub-license it. You will sign any document we reasonably ask for to confirm the assignment, at our cost.

4. OUR NAMES AND MARKS

4.1 THE DELIBERATE SALE™ and REV-RAISE™ are trade marks used by Rev-Raise under an exclusive licence. Nothing in these Terms gives you any right to use them, except clause 4.2.

4.2 Internal use of the name. While a Method Licence or Enablement Services are active, you may use the name The Deliberate Sale inside your business to identify the sales standard your team operates, and you may state that a named person is a current accredited Facilitator. This permission is for internal use only. It does not permit customer-facing or public use, use of our logo, or any statement that implies we endorse your business, products or results. We may require any use that goes beyond this clause to be corrected or withdrawn. The permission ends when no Method Licence or Enablement Services remain active.

4.3 A Licence permits you to use the Method and materials internally to train and support your own people. It does not give you a right to carry on a business under our name or system. We do not control your products, prices, suppliers, territory, branding, premises, hiring (other than approving who may receive and deliver Class 4 material under clause 6), marketing or customers.

5. THE FOUR LICENCE CLASSES

5.1 Every deliverable we supply falls into one of four classes. Your Service Agreement states the class of each deliverable. Where it does not:

(a) a written client-specific playbook, script, journey map, message set, specification, standard operating procedure, or manager run-sheet or checklist written for your business is Class 3;

(b) an attendee workbook, reference sheet, recorded training module or other delivered training resource is Class 2;

(c) a live workflow, automation, sales stage or page structure, integration, automated conversation configuration or hosted environment is Class 1; and

(d) nothing is Class 4 unless it is expressly identified as Class 4.

5.2 Class 1: Infrastructure Licence. Covers the Systems we build and operate for you. The licence is non-exclusive, non-transferable and for internal use only, for as long as the Service Line under which the Systems are supplied continues. It ends when that Service Line ends, and off-boarding then follows clause 11.3(h) of the Master Client Terms. Your access continues during the access window in Schedule A clause 16.3 or Schedule B clause 12.5, whichever applies, for the sole purpose of checking your export. Ending it does not end any Class 2, 3 or 4 licence.

5.3 Class 2: Training Deliverable Licence. Covers Training Deliverables and other delivered training materials, including workbooks, reference sheets and module content delivered or downloaded to you. The licence is perpetual, non-exclusive, non-transferable and for internal use only. It survives the end of your Engagement. Access to a hosted module library is available only while the relevant service is active, but the content delivered or downloaded to you stays licensed to you.

5.4 Class 3: Client Playbook Licence. Covers your Client Playbook. The licence is perpetual, non-exclusive, non-transferable and for internal use in your business only. It survives the end of your Engagement. Where you buy The Specification, your team may build it, operate it, change it and keep operating it after our Engagement ends. A manager run-sheet or checklist written for your business, to hold the standard in your own team, is part of your Client Playbook. The Class 3 licence does not include the Method itself, facilitator run sheets, facilitator materials, assessments, lesson plans, or anything that would let you or anyone else teach the Method.

5.4A Implementation providers. Your Class 3 licence is for internal use in your own business, and clause 7.1 otherwise prevents a contractor, agency or other outside provider from using Class 3 material. This clause is the only exception to clause 7.1 for an outside provider, and it operates only as set out below.

(a) What it covers. The Specification we write for you, the written findings of any Specification QA Pass, and any part, copy, extract or record of either.

(b) Who may receive it. One implementation provider, named in your Service Agreement, being the person who will build the Specification in your own platform. Your own employees are not an implementation provider for this clause: they receive the material under your own Class 3 licence.

(c) Before it receives anything. The provider signs the Implementation Provider Undertaking, as a deed poll in favour of us and you, before it receives any part of the material in paragraph (a). The deed poll binds it to this clause and gives us a direct right to enforce it. A provider that has signed does not sign again before receiving the QA Pass findings.

(d) What the provider may do. Use the material solely to build, test and correct your implementation of the Specification, in your own platform, for your business.

(e) What the provider may not do. Anything else. In particular, it may not use the material for any other client, reuse or adapt it as an asset of its own, supply it to anyone, keep it after its implementation work for you ends, or do anything clause 7.1(f) prohibits.

(f) Replacing the provider. Naming a different provider requires our written agreement, which we will not unreasonably withhold. The replacement signs its own undertaking before it receives anything.

(g) You remain responsible. You are responsible for the provider's compliance as if you had acted yourself. The provider is not a Permitted User, acquires no licence of its own, and has no rights against us except as the Implementation Provider Undertaking provides.

(h) Your own people. Nothing in this clause limits your sharing the material inside your own business with the employees who need it to carry out, correct or oversee the implementation.

5.5 Class 4: Facilitator Licence. Covers facilitator run sheets, facilitator guides, session plans, assessments and delivery materials given to an accredited Facilitator for a Licensed Site. It is available only where your Service Agreement selects the Facilitator model. The licence is non-exclusive and non-transferable, is granted to the Licensed Site and not to the individual, and is for internal delivery at that Site only, for as long as the Method Licence continues for that Site. It ends immediately when the Licence ends for that Site, and clause 8 then applies.

6. FACILITATOR CONDITIONS

6.1 Before receiving any Class 4 material, a nominee or Facilitator signs our Facilitator Deed. It confirms that:

(a) the materials are confidential and are licensed to the Site, not to the Facilitator personally;

(b) the Facilitator may deliver the materials as written and may not teach, adapt, extend or explain the Method beyond them;

(d) the Facilitator returns or destroys all materials on leaving the role; and

(e) the Facilitator's obligations of confidence continue after leaving.

6.2 When a Facilitator leaves. You tell us within 5 Business Days, recover the materials, and nominate a replacement for our written approval, which we will not unreasonably withhold.

6.3 Withdrawal of approval. We may suspend or withdraw approval of a Facilitator for:

material breach of the Facilitator Deed;
repeated failure to meet the Accreditation Standard after a reasonable opportunity to develop;
unauthorised use or disclosure of materials;
serious safety concerns; or
conduct creating a serious risk to the integrity or reputation of the Method.

We give written reasons. Except for urgent confidentiality, security, safety or intellectual property concerns, the Facilitator has a reasonable opportunity to respond or remedy the issue before approval is withdrawn.

6.4 What accreditation is. Accreditation permits a person to deliver the materials as written at a Licensed Site under Schedule I. It is not a qualification to teach, adapt or license the Method. There is no level above accredited Facilitator, and no Facilitator may train or accredit anyone else to deliver the Method. No Facilitator pays us for accreditation or participation.

7. WHAT NO LICENCE PERMITS

7.1 Under any class, you must not, and must ensure your people and Permitted Users do not:

(a) share, publish, resell, sub-license, distribute or make available any Licensed Material to anyone else, except to an implementation provider as clause 5.4A permits;

(b) use any Licensed Material to deliver training, coaching, consulting or any similar service to another business or person, other than a Permitted User for its own Licensed Site;

(d) allow a related body corporate, franchisee, contractor or affiliate to use Licensed Materials unless it is a Permitted User, or unless it is an implementation provider using them as clause 5.4A permits;

(e) remove, obscure or alter any copyright, trade mark, confidentiality or attribution notice; or

(f) use any Licensed Material, or the Method, to train, fine-tune, ground, embed, index, retrieve against or prompt any model, automated assistant, automated conversation tool or dataset, your own or anyone else's, by any means, except that you may configure your own systems with your Class 3 Client Playbook solely to operate it in your own business as clause 5.4 permits, where the provider of that system does not use it for model training.

7.2 Clause 7.1(f) is the single statement of this rule for all of these Terms and every Schedule.

8. WHEN A SERVICE LINE ENDS

8.1 Each licence follows its own Service Line. Under clause 20 of the Master Client Terms, each licence class is tied to the Service Line it came from:

Licence	Ends when
Class 1 Infrastructure	The Service Line supplying the Systems ends
Class 2 Training Deliverable	Never (perpetual)
Class 3 Client Playbook	Never (perpetual)
Class 4 Facilitator	The Method Licence ends for that Site

8.2 What ends.

(a) When the Systems Line ends, your Class 1 licence ends and you must stop using the Systems. Your data, and your Class 2 and Class 3 materials held in the Systems, are exported to you under the off-boarding provisions that apply (Master clause 11.3(h)).

(b) When the Method Licence ends for a Site, the Class 4 licence for that Site ends and every Facilitator at that Site stops delivering immediately.

(c) When the Method Line ends, your right to use every Confidential Material ends immediately and permanently, except as it is contained in your Class 2 or Class 3 materials, which you keep under clause 8.3.

(d) When no Method Licence or Enablement Services remain active, the permission in clause 4.2 ends.

8.3 What continues. Your Class 2 and Class 3 licences, for internal use. Your data. Your people's skill and knowledge (clause 9).

8.4 What you must do. Within 14 days after the relevant Service Line ends or, for Class 1, after any access window under Schedule A clause 16.3 or Schedule B clause 12.5 ends, and for that Service Line only, or, for Class 4, after the Method Licence ends for a Site, and for that Site only, you must:

(a) stop all use of Class 1 and Class 4 Licensed Materials and all Confidential Materials, other than as contained in your Class 2 and Class 3 materials;

(b) return to us, or permanently destroy, every copy of those materials in any format, including copies held by an employee, contractor or Facilitator. Destruction means deletion from active systems and from reasonably accessible copies. Residual copies held only in secure backups may remain until the backups are overwritten in the ordinary course. They must not be restored except for disaster recovery, and they remain confidential;

(c) remove all Confidential Materials, other than as contained in your Class 2 and Class 3 materials, from every system and device in which they are stored. Remove all Confidential Materials, including as contained in those materials, from every model, automated assistant or tool in which they have been stored, indexed or embedded, subject to paragraph (b) for residual backup copies; and

(d) where you are a company, have a director or authorised officer certify in writing, and otherwise certify yourself in writing, that paragraphs (a) to (c) have been done. Where Schedule E applies, the certificate covers every Licensed Site.

8.5 Urgent relief. Damages may not be an adequate remedy for a breach of this Schedule. Either of us may seek urgent injunctive relief without first negotiating or mediating (Master clause 24.7).

9. WHAT WE DO NOT RESTRICT

9.1 Anyone we train keeps their improved judgement, confidence and general selling ability, in your business and anywhere else they work. Nothing in these Terms restricts any person's general skill, experience or knowledge.

9.2 Nobody owns selling. Reading a buyer, asking questions before presenting, handling objections early, planning a concession and attaching an add-on are not owned by us, and we will not assert them against you.

9.3 What we protect is specific: the Method as a documented body of work, our written materials, the sequence, structure and internal mechanics as we have expressed them, and the run sheets, assessments and delivery design. Clauses 7, 8, 10 and 11 protect those, and only those.

9.4 After your Engagement ends, you are free to sell however you wish, train your people however you wish, build your own workflows, sequences, pages and follow-up, and use any process you create yourself.

10. NON-REPLICATION

10.1 This clause applies only to the Confidential Materials, and only to reproducing, reconstructing or redeploying them, or any substantial part of them, whether directly or by working from notes, recordings or memory of them. It does not restrict anything in clause 9.

10.2 The following are three separate and independent covenants. Each binds you during your Engagement and for the period stated after it ends:

(a) you will not do what clause 10.1 describes for 12 months after the last Service Line under which you received Confidential Materials ends;

(b) you will not do what clause 10.1 describes for 9 months after the last Service Line under which you received Confidential Materials ends; and

(c) you will not do what clause 10.1 describes for 6 months after the last Service Line under which you received Confidential Materials ends.

10.3 If any covenant in clause 10.2 is unenforceable, it is severed and the others continue to apply. This clause applies instead of the read-down rule in clause 24.5 of the Master Client Terms.

10.4 Your obligation of confidence under clause 11 is not limited to these periods. It continues while the material remains confidential.

10.5 Clauses 8.4(d) and 10.2 apply only to an Engagement under a signed Service Agreement. They do not apply to a checkout purchase of a Public Room seat or a Recorded Course, to which clauses 7 and 11 apply.

11. CONFIDENTIAL MATERIALS

11.1 The following are Confidential Materials:

(a) facilitator run sheets, facilitator guides, session plans and delivery scripts, but not a manager run-sheet or checklist licensed to you under Class 3;

(b) the internal structure of each phase of the Method, including the questions used, their order and the reasoning behind them;

(d) Workshop, Public Room and module lesson plans;

(e) assessments, marking guides, review instruments and competency criteria;

(f) system architecture documents, build standards and quality gates;

(g) our pricing methodology, rate cards and margin structures; and

(h) any document we mark as Confidential.

11.2 Confidential Materials are Confidential Information under clause 17 of the Master Client Terms.

11.3 The exceptions in clause 17.2 of the Master Client Terms apply, except that information is independently developed only where it was developed without reference to or use of the Confidential Materials. Where you must disclose by law, you disclose only what is required and, where lawful, tell us first.

12. HOW MATERIALS ARE MARKED

12.1 Confidential Materials we provide may be marked with the recipient's name and the date, numbered, and marked Confidential. We may collect numbered physical materials at the end of a session.

12.2 You must not remove any marking, and you must not circulate a copy beyond the named recipient.

13. CHANGE OF CONTROL

13.1 A sale of your business or its assets is an assignment under clause 24.1 of the Master Client Terms. We will consent to the transfer of your Class 2 and Class 3 licences to the buyer on the same terms. Class 1 and Class 4 licences, and any Schedule E Licence, transfer only with our written consent, which we will not unreasonably withhold.

13.2 If you undergo a change of control, your licences continue. You tell us in writing within 14 days.

14. OUR WARRANTY ON RIGHTS AND THIRD-PARTY MATERIAL

14.1 We warrant that we own, or hold under an exclusive licence, the rights necessary to grant the licences in this Schedule.

14.2 Where a deliverable includes third-party material used under licence, such as stock imagery, fonts or software, that material remains subject to its own licence, and we tell you what applies.

15. PORTFOLIO AND PUBLICATION

15.1 We may describe the fact of an Engagement and the nature of the work in general terms.

15.2 Publication of results is governed by clause 13 of the Master Client Terms.

16. SURVIVAL

16.1 This Schedule survives the end of your Engagement in full, as clause 19.5 of the Master Client Terms provides.