SCHEDULE D: INTELLECTUAL PROPERTY AND LICENSING

Rev-Raise Group Pty Ltd | ABN 45 691 400 594 | Version 3.0 | 8 September 2026

This Schedule forms part of the Rev-Raise Master Client Terms. Defined terms have the meaning given in clause 1 of those Terms.

This is the most important Schedule in the agreement. It sets out who owns what, what you may do with it, and what happens when the engagement ends.

1. WHAT WE OWN

1.1 Rev-Raise owns all intellectual property rights in:

(a) The Method, being The Deliberate Sale, meaning the written, recorded and visual expression of its structure, sequence, phases, questions, ordering, timing and reasoning. The underlying ideas and selling principles are protected as Confidential Materials under clause 9 and by contract, not by copyright;

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

(d) funnel structures, pipeline designs and lead management frameworks;

(e) AI agent scripts, chatbot logic and prompt engineering;

(f) email, SMS and campaign structures and templates;

(g) all training materials, recordings, decks, workbooks and module libraries; and

(h) improvements, adaptations and derivatives of any of the above that we create, including those developed during your Engagement.

1.2 We own these rights whether they existed before your Engagement, were created during it, or were refined while working on your business.

1.2A Improvements. We own improvements to our pre-existing Method and Materials. You continue to own your background intellectual property, your business information and your client-specific material. To the extent you create a method-specific improvement intended for incorporation into The Deliberate Sale, you assign that improvement to us on creation, excluding your background intellectual property, and you receive a licence to it under the class of the deliverable it improves.

1.3 The Deliberate Sale™ is a trade mark of Rev-Raise Group Pty Ltd. Nothing in these Terms grants you any right to use it, except the limited permission in clause 1.4.

1.4 Limited trade mark permission. While a Method Licence or Enablement engagement is active, you may state, in factual terms and in the form we approve in writing, that your business operates The Deliberate Sale™ under licence from Rev-Raise Group Pty Ltd, and that a named person is a current accredited Facilitator. The permission covers approved internal use and approved factual descriptions only. It does not permit use of our logo, advertising that implies endorsement, or any public use we have not approved in writing. It is subject to our current brand guidelines, we may require correction or withdrawal of any use that does not meet them, and it ends when the licence or engagement ends.

2. WHAT YOU OWN

2.1 You own, at all times:

(a) your business data, contact lists, customer records and transaction records; (b) your proprietary information, products and pricing; (c) content, assets, images, copy and brand materials you created or supplied; and (d) your trade marks and business names.

2.2 Where we adapt something you supplied, the underlying material stays yours and you keep a perpetual, non-exclusive right to use it however you like.

3. THE FOUR LICENCE CLASSES

Everything we give you sits in one of four classes. Your Proposal or Service Agreement says which class each deliverable falls into. If a deliverable is not assigned a class:

(a) a written client-specific playbook, script, journey map, message set or specification defaults to Class 3; (b) an attendee workbook, reference sheet, recorded training module or other delivered training resource defaults to Class 2; (c) a live workflow, automation, funnel, pipeline, integration, AI configuration or hosted environment defaults to Class 1; and (d) nothing defaults to Class 4. Class 4 material must be expressly identified.

3.1 Class 1: Infrastructure Licence

What it covers: the Systems we build and operate for you. Workflows, automations, funnels, pipelines, sequences, AI configurations, integrations and platform configuration.

The licence: non-exclusive, non-transferable, internal use only, for as long as the Systems Line of your Engagement remains active.

On termination of the Systems Line: this licence ends. Off-boarding proceeds under Schedule B clause 12. Ending the Systems Line does not end any Class 2, Class 3 or Class 4 licence.

Why it works this way: these are live Systems we host, operate, monitor and maintain. They are a service, not a product you take with you. This is disclosed before you buy, in your Proposal, in plain terms.

3.2 Class 2: Training Deliverable Licence

What it covers: materials expressly designated as Training Deliverables in your Proposal. Workbooks, recorded module libraries, study materials, and reference sheets given to your team.

The licence: perpetual, non-exclusive, non-transferable, internal use only.

On termination: this licence survives. You keep it. Access to any hosted platform may end, but the materials in your possession remain yours to use internally. Hosted module libraries: the training content is Class 2; access to the hosted library is available only while the relevant hosted service is active. Where a Service Agreement promises permanent access to recorded modules, we provide a downloadable copy when hosting ends.

3.3 Class 3: Client Playbook Licence

What it covers: the Client Playbook. The sales playbook, scripts, journey maps, form and field specifications, offer mechanics and written messages we build specifically for your business under a Rebuild or a Specification.

The licence: perpetual, non-exclusive, non-transferable, internal use only, in your business.

On termination: this licence survives. You built it, you paid for it, you keep it.

What it does not include: the Method itself, run sheets, facilitator materials, assessments, lesson plans, or anything that would let you or anyone else teach the Method. Those are Confidential Materials under clause 9 and they are never licensed under Class 3.

Where you buy a Specification, the deliverable is a Class 3 licence. You may build it, operate it, change it and keep operating it after our engagement ends. That is the product. Schedule B clause 13 does not restrict your use of your own Client Playbook.

3.4 Class 4: Facilitator Licence

What it covers: run sheets, facilitator guides, session plans, assessments and delivery materials provided to a nominated Facilitator at a Site under a Method Licence Agreement, including where Schedule E applies.

The licence: non-exclusive, non-transferable, granted to the Site and not to the individual, for internal delivery at that Site only, and only for as long as the Method Licence remains active.

On termination: this licence ends immediately. Clause 8 applies in full.

Facilitator conditions. Before receiving any Class 4 material a Facilitator must sign our Facilitator Deed, which confirms that:

(a) the materials are confidential and are licensed to the Site, not to them personally; (b) they may run the materials as written and may not teach, adapt, extend or explain the Method beyond them; (c) they may not copy, photograph, record, share or remove the materials; (d) they must return or destroy all materials when they leave the role; and (e) their obligations of confidence continue after they leave.

On a Facilitator leaving the role, you must tell us within 5 Business Days, recover the materials, and nominate a replacement for our written approval, which we will not unreasonably withhold. 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 development opportunity, unauthorised use or disclosure of materials, serious safety concerns, or conduct creating a serious risk to the integrity or reputation of the Method. We will give written reasons. Except for urgent confidentiality, security, safety or intellectual property concerns, the Facilitator will have a reasonable opportunity to respond or remedy the issue before approval is withdrawn.

We do not certify trainers. A Facilitator runs the material. A Facilitator is not trained in the Method and does not need to be.

4. WHAT NO LICENCE PERMITS

Under any class, you must not:

(a) share, publish, resell, sublicense, distribute or make available any Licensed Material to any third party; (b) use any Licensed Material to deliver training, coaching, consulting or any equivalent service to any other business or person; (c) use any Licensed Material to build, market or operate a competing product, program, course or service; (d) permit any related body corporate, franchisee, contractor or affiliate to use Licensed Materials unless they are named as a Permitted User in your Proposal or under Schedule E; (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 artificial intelligence model, agent, assistant, chatbot or dataset, whether your own or a third party's, and whether the use is manual, automated, by API or by any other means.

Clause 4(f) is not a formality. The commercial value of the Method is that it cannot be run without us. Putting our materials into an AI system defeats that as completely as publishing them would.

5. WHEN THE ENGAGEMENT ENDS: WHAT STOPS AND WHAT DOES NOT

This clause is written plainly on purpose. There is no advantage to anyone in it being unclear.

5.0 Licences end with their own Service Line, not with each other

Each licence class is tied to the Service Line it came from. Master Terms clause 20.5 governs this and it is worth restating here because it is the question clients ask most:

Licence	Tied to	Ends when
Class 1 Infrastructure	Systems Line	The Systems Line ends
Class 2 Training Deliverable	n/a	Never. Perpetual.
Class 3 Client Playbook	n/a	Never. Perpetual.
Class 4 Facilitator	Method Line	The Method Line or the Schedule E Licence ends

So if you stop the software and keep the method, you keep your playbook, your training materials and your trained people. If you stop the method and keep the software, your systems keep running. The only thing that ends is the thing you stopped paying for.

5.1 What ends

When a Service Line ends, for any reason:

(a) on the Systems Line ending: your Class 1 Infrastructure Licence ends. You must stop using the Systems and everything in them. (b) on the Method Line ending: your Class 4 Facilitator Licence ends. All Facilitators must stop delivering, immediately. (c) on the Method Line ending: your right to use every Confidential Material listed in clause 9 ends. Not in 12 months, not in 24 months. Immediately, and permanently. (d) when the whole Engagement ends: your right to use our trade marks, name, logos and any statement of association with Rev-Raise ends.

5.2 What continues

(a) Class 2 Training Deliverables are yours, permanently, for internal use. (b) Your Client Playbook under Class 3 is yours, permanently, for internal use in your business. (c) Your data is yours. It always was. (d) Your people keep what they learned. See clause 6.

5.3 What you must do

Within 14 days of the relevant Service Line ending you must, in respect of that Service Line only:

(a) stop all use of Class 1 and Class 4 Licensed Materials and all Confidential Materials; (b) return to us, or permanently destroy, every copy in any format, including printed copies, files, exports, screenshots, recordings, shared drives, email attachments and any copy held by an employee, contractor or Facilitator. Delete from active systems and reasonably accessible copies. Residual copies held solely in secure, immutable backups may remain until overwritten in the ordinary backup cycle, must not be restored except for disaster recovery, and remain subject to confidentiality; (c) remove all Confidential Materials from every system, device and AI tool in which they have been stored, indexed or embedded; and (d) have a director or authorised officer certify in writing that clauses (a) to (c) are done.

5.4 Why the certificate exists

The certificate is the clause that makes the rest of this Schedule real. Without it, "you must stop using it" is a sentence. With it, a person has personally confirmed the position in writing, and that changes both what happens in practice and what happens if there is ever a dispute.

Refusing to give it is not neutral.

5.5 Remedies

5.5.1 You acknowledge that damages may not be an adequate remedy for a breach of this Schedule, and that we are entitled to seek urgent injunctive relief in addition to any other remedy.

5.5.2 Master Terms clause 22.7 does not require us to negotiate or mediate before seeking that relief.

6. WHAT WE DO NOT AND CANNOT RESTRICT

We are telling you this because it is true, and because a clause that claims more than it can hold protects nobody.

6.1 Your people keep their skill. Anyone we train carries their improved judgement, confidence and general selling ability with them, in your business and anywhere else they work. Nothing in this Schedule restricts an individual's general skill, experience or knowledge.

6.2 Nobody owns selling. Reading a buyer, asking questions before presenting, handling objections early, planning a concession, attaching an add-on inside a sale: none of these are owned by us or by anyone. We do not claim them and we will not assert them against you.

6.3 What we do own is specific. The Method as a documented body of work. The written materials. The sequence, structure and internal mechanics as we have expressed them. The run sheets, the assessments and the delivery design. That is what clauses 4 and 5 protect, and it is all they protect.

6.4 We do not restrain you from running a sales process. After your Engagement ends you are free to sell however you wish, train your people however you wish, and use whatever process you build yourself.

7. NON-REPLICATION

7.1 During your Engagement and for 12 months after it ends, you must not reproduce, reconstruct or redeploy the Confidential Materials, or any substantial part of them, whether directly or by working from notes, recordings or memory of them.

7.2 This clause is limited to the Confidential Materials. It does not stop you building your own workflows, sequences, funnels, follow-up or automation, and it does not stop you operating your own Client Playbook under Class 3.

7.3 If 12 months is held to be unenforceable, this clause applies for 6 months instead.

7.4 The obligation of confidence in clause 9 is not limited to 12 months. It continues for as long as the material stays confidential.

8. WHY WE STRUCTURE IT THIS WAY

8.1 We sell the install, not the information. Everything you pay for is delivery, and delivery cannot be taken.

8.2 The value of what you buy depends on nobody else being able to buy the same thing off the shelf. The clauses above protect you as much as they protect us, and they are why a network can license a standard rather than a training course that decays.

8.3 What we publish freely, we do not later claim. We publish the what and the why. We do not publish the how, and the how is what clause 9 covers.

9. CONFIDENTIAL MATERIALS

9.1 The following are Confidential Materials and are the specific materials protected by clauses 5, 7 and Master Terms clause 18:

(a) run sheets, facilitator guides, session plans and delivery scripts; (b) the internal structure of each phase of the Method, including the questions used, their order, and the reasoning behind them; (c) anchor construction and timing; (d) concession and reserve mechanics, including what is held back, when it is released, and how each is framed; (e) the win-stack, its construction and its numbers; (f) workshop, Public Room and module lesson plans; (g) assessments, marking guides and competency criteria; (h) system architecture documents, build standards and QA gates; (i) our pricing methodology, rate cards and margin structures; and (j) any document we mark Confidential.

9.2 This list is deliberately specific. A clause that says everything is confidential protects nothing. These are the materials that are actually kept confidential, provided only under licence, and never published.

9.3 Confidentiality does not apply to anything we have published publicly, anything that becomes public through no fault of yours, anything you already lawfully knew, or anything you develop independently.

10. YOUR ACKNOWLEDGEMENT

By accepting these Terms you acknowledge that:

(a) the Method is proprietary to Rev-Raise and was developed independently of your business; (b) the Confidential Materials are provided to you in confidence and for the purpose of your Engagement only; (c) you have had the opportunity to read this Schedule before accepting it; and (d) the restrictions in it are reasonable and necessary to protect our legitimate interests.

11. HOW MATERIALS ARE PROVIDED

11.1 Confidential Materials are provided as watermarked PDF, marked with the recipient's name and the date. We do not provide editable files.

11.2 Physical workshop and facilitator materials are numbered and may be collected at the end of a session.

11.4 You must not remove these markings, and you must not circulate a copy beyond the named recipient.

12. CHANGE OF CONTROL

12.1 If your business is sold, merged or undergoes a change of control, your licences do not transfer automatically.

12.2 Tell us in writing within 14 days. We will consent to the transfer of Class 2 and Class 3 licences to the acquirer on the same terms, and will not unreasonably withhold that consent.

12.3 Class 1 and Class 4 licences, and any Schedule E Licence, transfer only with our written consent and on terms we agree, which may include a new Proposal.

13. CONTRACTOR AND THIRD-PARTY MATERIAL

13.1 We warrant that we hold the rights necessary to grant the licences in this Schedule.

13.2 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 will tell you what applies.

14. PORTFOLIO AND PUBLICATION

14.1 We may describe the fact of an engagement and the nature of the work in general terms.

14.2 Publication of results is governed by Master Terms clause 12. De-identified results may be published. Naming you requires your separate written consent.

14.3 We will not publish your pricing, your customer data or your Client Playbook, in any form, with or without consent.

15. SURVIVAL

15.1 Clauses 1, 2, 4, 5, 6, 7, 9, 10, 12 and 14 survive termination of your Engagement.

16. CONTACT

Rev-Raise Group Pty Ltd ABN 45 691 400 594 Brisbane, QLD, Australia [email protected]