Confidentiality Policy

This Policy applies to all engagements with Encite Partners and sits alongside our Terms and Conditions (encitepartners.com/terms). It sets out each party’s obligations in respect of confidential information and Intellectual Property. By engaging our Services, you accept this Policy. Capitalised terms not defined here have the meaning given in our Terms and Conditions.

1. Definitions

1.1 Advisor IP means all Intellectual Property owned by or licensed to Encite Partners, including our proprietary coaching frameworks, methodologies, models, tools, worksheets, programs, curricula, assessments, templates, session plans, slides, videos, audio recordings and written materials, whether disclosed to the Client or underlying the disclosed materials.

1.2 Confidential Information means Advisor IP, Client Information and Group Participant Information, and any other information a reasonable person would treat as confidential in the circumstances. It excludes information that is publicly known (other than through breach), was rightfully known before disclosure, is independently developed without reference to it, or is lawfully obtained from a third party on a non-confidential basis.

1.3 Group Participant Information means any information disclosed by or about other participants in a group coaching program.

2. Mutual Confidentiality

2.1 Each party will hold the other’s Confidential Information in strict confidence, use it only for the purposes of the engagement, not disclose it to any third party without prior written consent, take reasonable steps to protect it, and promptly notify the other party of any unauthorised disclosure.

2.2 Disclosure required by law, court order or a regulatory authority is permitted, provided the disclosing party gives as much notice as is practicable and discloses only what is strictly required.

2.3 Confidentiality obligations survive the engagement for five (5) years, except in relation to Advisor IP (no time limit) and information that constitutes a trade secret (for as long as it remains a trade secret).

2.4 The Client should not disclose to us, or in a group setting, information they are not lawfully entitled to disclose (for example, information subject to a third-party confidentiality obligation or legal professional privilege). The Client indemnifies Encite Partners against any loss arising from such disclosure.

3. Our Obligations to the Client

3.1 We will not disclose Client Information to any third party without the Client’s prior written consent, except: (a) to other Encite Partners advisors bound by equivalent obligations; (b) where required by law; (c) where we hold a genuine and reasonable belief there is an immediate risk of serious harm to the Client or another identifiable person, in which case we will disclose the minimum necessary and (where practicable) notify the Client first; or (d) with the Client’s express written consent.

3.2 In a group setting we will not share one participant’s personal information with another participant outside the group process.

3.3 We may use Client Information in de-identified or aggregated form for program improvement, supervision and research. No individual Client will be identifiable.

4. Advisor Intellectual Property

4.1 All Advisor IP remains the exclusive property of Encite Partners. The Client is granted a limited, personal, non-exclusive, non-transferable, royalty-free licence to use Advisor IP solely for the Client’s own internal personal or business development purposes. The licence does not permit the Client to:

• reproduce, copy, adapt, modify or create derivative works from Advisor IP;
• share, distribute, publish, teach, train, facilitate, commercialise or sub-licence Advisor IP to any third party in any form;
• use Advisor IP to develop or deliver coaching, consulting, training or facilitation services of any kind; or
• remove, alter or obscure any copyright or proprietary notice.

4.2 The Client must not reverse-engineer, deconstruct or replicate the Advisor’s frameworks or methodologies for commercial use, directly or indirectly, during or after the engagement.

4.3 Any work the Client creates that incorporates, is derived from, or is substantially inspired by Advisor IP vests in Encite Partners on creation. The Client assigns that IP to us and will sign any documents reasonably required to perfect the assignment. Feedback or suggestions provided by the Client may be used by us freely and without obligation.

5. Group Coaching

5.1 In group coaching programs the Client will be exposed to highly personal and commercially sensitive disclosures by other participants. The Client agrees to:

• treat all Group Participant Information with the same care they would expect for their own;
• not disclose, repeat, describe or otherwise communicate Group Participant Information outside the group without the relevant participant’s express written consent;
• not identify any other group participant to a third party in any way; and
• not use Group Participant Information for personal advantage or to the detriment of any other participant.

5.2 What is shared in a group remains confidential to that group. A material breach may result in removal from the program without refund, in addition to any other remedy. Removal does not reduce the Client’s ongoing confidentiality obligations.

6. Breach

6.1 A breach of this Policy may cause harm not adequately compensable by damages alone. The non-breaching party may seek injunctive or equitable relief from a court of competent jurisdiction without needing to establish actual damage or post a bond.

6.2 If the Client commits a material breach we may, without limiting any other remedy: suspend or terminate the Client’s participation without refund of any Fees paid; seek damages (including loss suffered by other group participants); and seek injunctive or equitable relief.

7. Other

7.1 This Policy is governed by the laws of Queensland and disputes are subject to the dispute resolution process in clause 19 of our Terms and Conditions. To the extent of any inconsistency between this Policy and the Terms and Conditions on matters of confidentiality or Intellectual Property, this Policy prevails.

7.2 We may update this Policy from time to time. Updates are published at encitepartners.com and, for active engagements, communicated in writing at least fourteen (14) days before they take effect. Changes apply to engagements commenced on or after the effective date unless both parties agree otherwise in writing.