LICENCE – CastleWall

CASTLEWALL LICENSING AGREEMENT

CastleWall Licensing Agreement

Last Updated: August 2023

These Licence Terms and Conditions (“Terms”) constitute a legally binding agreement (“Agreement”) between you and CW Oceania Pty Ltd ABN 81657390988(“CW Oceania“) governing your participation in courses conducted by CW Oceania (“Course”) and subsequent use of the training materials and intellectual property for the CastleWall® Surgical Technique and the Redkit® Device.

In this Agreement, “you” and “Participant” are used interchangeably as the dentist accepting these terms and the participant at the Course.

1. Background

1.1 CW Oceania is the authorised provider of seminars and courses for the teaching of the CastleWall® Surgical Technique to dentists and is authorised to sell the Redkit® Device to course attendees.

1.2 Castle Wall has the exclusive rights to Patents, copyright, trade marks and know-how in relation to the CastleWall® Surgical Technique and Redkit® Device.

1.3 The Participant wishes to participate in a Course teaching the CastleWall® Surgical Technique and CW Oceania has agreed to provide the Course to the Participant on the terms and conditions of this Agreement.

1.4 CW Oceania has also agreed to grant to the Participant a right and licence in respect of the Intellectual Property Rights in the Licensed IP on the terms and conditions of this Agreement.

2. Grant of Licence by CW Oceania

2.1 Licence

Subject to your compliance with these Terms, and in consideration of the payment of the course fees, on and from the Effective Date, CW Oceania hereby grants to the Participant a non-transferable, non-exclusive right and licence to:

(a) use the Licensed IP only in connection with the Participants performance of dental services utilising the CastleWall® Surgical Technique to treat patients with the Redkit® Device;

(b) with no right to sub-licence the use of the Licensed IP to any person,

during the Term in the Licensed Territory.

2.2 Ownership

(a) The parties acknowledge that the Licensed IP is the property of Castle Wall and that CW Oceania has the exclusive rights and licence to commercialise the Licensed IP throughout the world.

(b) The Participant must not:

(i) directly or indirectly contest or impair Castle Wall’s ownership in relation to the Licensed IP;

(ii) represent that they have any ownership interest in the Licensed IP.

(c) The parties agree that all right, title and interest in and to all Improvements based upon or to the Licensed IP created or caused to be created by the Participant after the Effective Date will vest immediately upon creation solely and exclusively in Castle Wall.

(d) The Participant must on demand by CW Oceania, perform all such acts and execute all such agreements, assurances and other documents and instruments as CW Oceania reasonably requires either to perfect the rights and powers afforded, created or intended to be afforded or created by this Agreement or to give full force and effect to, or facilitate the performance of, the transactions provided for in this Agreement.

3. Participant Obligations

3.1 Restrictions

You must not:

(a) use the Licensed IP for any purpose other than as specified in clause 2.1(a);

(b) share, disseminate, or publish any instructional material on or relating to the CastleWall® Surgical Technique or any improvements by any means, directly or indirectly;

(c) share, disseminate, or publish any step by step sequenced or non-sequenced documentation of or relating to the CastleWall® Surgical Technique or any improvements by any means, directly or indirectly such that the reader/ viewer would not need to participate in or attend a course in order to perform the CastleWall® Surgical Technique;

(d) engage in any misleading or deceptive conduct or conduct likely to be misleading or deceptive in using the Licensed IP;

(e) use the CastleWall® Surgical Technique and any changes, modifications, improvements to the CastleWall® Surgical Technique under any other name;

(f) copy, adapt, reproduce, share or publish any of the Course Materials without the prior written approval of CW Oceania;

(g) teach the Course or use the Course Materials to teach the CastleWall® Surgical Technique or any improvements to third parties;

(h) copy, make or have manufactured any Product or Redkit® Device;

(i) share, disseminate or publish video or animation of or relating to the CastleWall® Surgical Technique or any improvements;

(j) sell any Redkit® Device to a third party who has not completed a Course or complied with clause 3.2(e);

(k) use the CastleWall® Surgical Technique or any improvements with instruments other than the Redkit® Device; and

(l) do anything which could detract from the reputation and goodwill in the marketplace of itself, CW Oceania, the Licensed IP, or any Products, methods or processes resulting from the Licensed IP.

3.2 Participant Responsibilities

The Participant must:

(a) only use the Licensed IP for the performance of dental services utilising the CastleWall® Surgical Technique to treat patients with the Redkit® Device;

(b) only refer to the CastleWall® Surgical Technique by that name and not any other name;

(c) ensure that in relation to the use of the Licensed IP or otherwise in relation to this Agreement, the Participant complies with all applicable Laws and standards;

(d) act towards CW Oceania conscientiously and in good faith;

(e) ensure that the use of the Licensed IP and Redkit® Device is performed:

(i) with all due care and skill and in a good and workmanlike manner;

(ii) in a manner which meets all legal requirements and specifications of any quality or other standards and all product liability laws applicable where the particular Product is to be used; and

(iii) in accordance with highly professional and ethical standards of behaviour;

(e) procure and ensure that any third party purchaser of the Redkit® Device or user of any Products signs a binding written agreement in which the third party purchaser agrees that its purchase of the Redkit® Device and Products does not give the third party purchaser any right or licence to use the Licensed IP in any method claimed in the Patent, and that the third party purchaser must not use the Redkit® Device or Product without attending a Course or obtaining a licence from CW Oceania on its then applicable licensing terms.

4. Publication

4.1 Social media, website and forums

4.2 CW Oceania encourages and consents to the publication on your social media, website and dental forums of photographs of your patients undergoing the CastleWall® Surgical Technique using the Redkit® Device, but must not include any video, animations or instructions on how to perform the CastleWall® Surgical Technique. You are responsible for compliance with the provisions of the Privacy Act 1988 (Cth) and for ensuring that any photographs published are of high quality. Photographs relating to the CastleWall® Surgical Technique must reference this technique by the correct name.The restrictions in clause 5 below regarding non-disclosure of the Confidential Information do not apply to the publication of the photographs and video recordings described in clause 4.1.

5. Confidentiality

5.1 Ownership of Confidential Information

The Confidential Information is the property of the Discloser.

5.2 Use of Confidential Information

A Recipient must use the Confidential Information solely for the purpose for which it was disclosed, and for no other purpose whatsoever, without the prior written consent of the Discloser, which the Discloser shall be at liberty to give or to decline to give in its unfettered and uncontrolled discretion.

5.3 No Announcement or Other Disclosure of Transaction

Except as permitted by clause 4.4, each party must keep secret and confidential, and must not, disclose, communicate, or otherwise make known to any person any part of the Confidential Information, and must procure that each Affiliate and Associate and each of their respective Representatives, keeps confidential, the Confidential Information and the existence of and the terms of this Agreement and all negotiations between the parties in relation to the subject matter of this Agreement.

5.4 Permitted Disclosure

Nothing in this Agreement prevents a person from disclosing matters referred to in clause 5.2:

(a) if disclosure is required to be made by law or the rules of a recognised stock or securities exchange and the party whose obligation it is to keep matters confidential or procure that those matters are kept confidential:

(i) has not through any voluntary act or omission (other than the execution of this Agreement) caused the disclosure obligation to arise; and

(ii) has before disclosure is made notified each other party of the requirement to disclose and, where the relevant law or rules permit and where practicable to do so, given each other party a reasonable opportunity to comment on the requirement for and proposed contents of the proposed disclosure;

(b) if disclosure is made by way of a written announcement the terms of which have been agreed in writing by the parties prior to the making of the announcement;

(d) to any professional adviser of a party who has been retained to advise in relation to the transactions contemplated by this Agreement or to the auditor of a party;

(e) to any financier who has made a bona fide proposal to provide finance to a party in relation to the transactions contemplated by this Agreement;

(f) with the prior written approval of each party other than the party whose obligation it is to keep those matters confidential or procure that those matters are kept confidential; or

(g) where the matter has come into the public domain otherwise than as a result of a breach by any party of this Agreement.

5.5 Damages inadequate

The Recipient acknowledges that:

(a) damages may be an inadequate remedy to the Discloser in the event of any breach of clause 5.2 or 5.3 occurring, and that only injunctive relief or some other equitable remedy might be adequate to properly protect the interests of the Discloser; and

(b) the Discloser would not have entered into this Agreement but for the acknowledgment made by the Recipient in paragraph 5.5(a).

6. Term and Termination, Suspension and other Measures

6.1 Term of Agreement

This Agreement shall be effective on the Effective Date and expires 20 years later. Unless terminated in accordance with its terms.

6.2 Termination by CW Oceania

Without limiting our rights specified below, CW Oceania may terminate this Agreement at any time by giving you thirty (30) days’ notice via email to your registered email address:

(a) if the Participant breaches any of its material obligations under this Agreement (or a number of breaches that collectively constitute a material breach);

(b) an Event of Default occurs,

and if remediable in the reasonable opinion of CW Oceania, the Participant fails to remedy the breach within five Business Days of written notice by the CW Oceania requiring the breach to be remedied.

6.3 Event of Default

For the purposes of this Agreement, each of the following shall be an Event of Default:

(a) if in relation to the Participant an Insolvency Event shall occur:

(b) if the Participant shall assign, sub-contract, or transfer any of its rights or obligations pursuant to this Agreement, without the prior written consent of the CW Oceania.

6.4 Effects of Termination

Upon termination of this Agreement:

(a) the licence granted to the Participant under this Agreement will cease;

(b) the Participant must:

(i) pay all outstanding sums payable by the Participant to the CW Oceania, which immediately become due and payable; and

(ii) return promptly to the CW Oceania all documents and materials in its possession relating to the Licensed IP and Course Materials.

(d) each party must:

(i) use its best efforts to mitigate its loss; and

(ii) continue to keep confidential the other party’s Confidential Information; and

(e) each party’s rights to use and disclose the other party’s Confidential Information cease other than in relation to information that party is required to retain or disclose.

7. Liability

7.1 Release

Except where to do so would contravene any Law or make any part of this clause 6 void or unenforceable, the Participant releases CW Oceania and each of its Personnel from and against:

(a) all Liability that the Participant may sustain or incur as a result, whether directly or indirectly, arising from the use of the Licensed IP, or any Products or processes derived from the Licensed IP; and

(b) any indirect or Consequential Loss or damage arising under this Agreement or relating to the use of the Licensed IP.

7.2 Indemnity

The Participant indemnifies CW Oceania, and each of its Personnel from and against all Liability that CW Oceania, or its Personnel may sustain or incur as a result, whether directly or indirectly, of:

(a) any breach of this Agreement by the Participant including, but not limited to, a breach in respect of which CW Oceania exercises an express right to terminate this Agreement;

(b) any Claim arising out of or in any way related to any injury to or death of any person or loss of or damage to any tangible property arising out of or in any way relating to this Agreement and caused by an act or omission of the Participant or its Personnel;

(c) any Claim by a third party arising out of or in any way related to any wilful, negligent or unlawful act or omission of the Participant or any of its Personnel; or

(d) the use of the Licensed IP (other than use by the CW Oceania), or any Products or processes derived from the Licensed IP.

7.3 No Liability by CW Oceania

Neither CW Oceania nor any other party involved in creating, producing, or delivering the Course, licensing the Licensed IP or providing the Redkit® Device will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or products, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with these Terms whether based on warranty, contract, tort (including negligence), product liability or any other legal theory.

8. Dispute Resolution

8.1 Condition Precedent

Subject to clause 8.1, as a condition precedent to the commencement of any litigation, if a dispute arises between parties to this Agreement, the parties agree to refer the dispute to mediation administered by the Australian Commercial Disputes Centre (ACDC).

8.2 Mediation

The mediation must be conducted in accordance with the ACDC Guidelines for Commercial Mediation (Guidelines) in force at the date of this Agreement. The Guidelines set out the procedures to be adopted, the process of selection of the mediator and the costs involved, including the parties’ respective responsibilities for the payment of the mediator’s costs and other costs of the mediation.

8.3 Injunction

At any time, nothing in this clause shall prevent a Party from seeking urgent equitable relief before an appropriate court.

9. Applicable Law and Jurisdiction

This Agreement is made and governed by the law of Queensland, Australia.

Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland and waives any objection to the venue of any legal process on the basis that the process has been brought in any inconvenient forum.

10. General Provisions

10.1 Entire Understanding

Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between CW Oceania and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between CW Oceania and you.

10.2 Relationship

No joint venture, partnership, employment, or agency relationship exists between you and CW Oceania as a result of this Agreement.

10.3 No Third Party Remedies

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties to this Agreement.

10.4 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remainder of this Agreement subsists and remains enforceable.

10.5 Exercise of Remedies

CW Oceania’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

10.6 Assignment

You must not assign, transfer or delegate this Agreement and your rights and obligations hereunder without CW Oceania’s prior written consent. CW Oceania may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.

10.7 Notice

Unless specified otherwise, any notices or other communications to Participants permitted or required under this Agreement, will be in writing and given by CW Oceania via email or messaging service (including SMS).

11. Definitions

Agreement means this agreement including any schedules, attachments and annexures to it.

Business Day means a day other than a Saturday, Sunday, or public or bank holiday as gazetted in Brisbane.

Castle Wall means Castle Wall Pty Ltd ABN 84627289712.

CastleWall® Surgical Technique means the dental surgical technique as described in article “A Novel Approach to Immediate Implants: The CastleWall® Surgical Technique” by Cameron Castle, Dent. J. 20022, 10 62. <https//doi.org/10.3390/dj10040062>.

Claim includes a claim, notice, demand, action, proceeding, litigation, investigation, judgment, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to this Agreement.

Confidential Information means:

(a) all information of or used by a party relating to its business, transactions, operations and affairs that is by its nature confidential, is designated by the Discloser as confidential, or the Recipient knows or ought to know is confidential;

(b) Course Materials;

(d) all notes, data, reports and other records (whether or not in tangible form) based on, incorporating or derived from information referred to in paragraphs (a) or (b); and

(e) all copies (whether or not in tangible form) of the information, notes, reports and records referred to in paragraphs (a), (b) or (c),

(f) but does not include information which:

(g) is not public knowledge (otherwise than as a result of a breach of a confidentiality obligation of a party); or

(h) forms part of the Recipient’s general skill and knowledge.

Consequential Loss means:

(a) in the case of loss or damage resulting from a breach of contract, by virtue of any breach of any fiduciary obligation, by virtue of any actionable wrongful act, or under any other principle of equity, by virtue of any breach of any statutory duty, or under any other legal doctrine, principle or theory, all:

(b) loss of revenue;

(d) loss or denial of opportunity;

(e) loss of access to markets;

(f) loss of goodwill;

(g) loss of business reputation;

(h) increased overhead costs; and

(i) all other loss which is indirect, remote or unforeseeable loss or loss resulting from some supervening event or special circumstance, whether or not in the reasonable contemplation of the parties at the time of execution of this Agreement as being a probable result of the relevant breach; and

(j) in the case of loss or damage arising from any tort (which expression, for the purposes of this definition, includes any breach of a contractual duty of care and also negligence) – all loss of the kind described in paragraph (a) of this definition, all other loss which is indirect, remote or unforeseeable loss and all pure economic loss of any kind not flowing directly from the commission of the tort,

but specifically excludes:

(k) loss arising from any criminal acts or fraud by the party liable or by any person for whose acts or omissions it is vicariously liable; and

(l) loss arising from liability which, by law, the parties cannot contract out of.

Corporations Act means the Corporations Act 2001 (Cth).

Course Materials means all documents, materials and information provided to the Participant by CW Oceania prior to or during a Course.

Discloser means a party to this Agreement which discloses information from or about that party.

Dispute means a dispute of difference of opinion between one or more parties regarding this Agreement or their rights and obligations under this Agreement.

Effective Date means the date when both (a) the Participant attended and completed the Course, and (b) the fees for the Course have been received by CW Oceania in full.

Improvement means the Intellectual Property Rights in the any improvement, enhancement, modification, extension or addition to the Licensed IP (whether made before or after the date of this Agreement).

Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in any jurisdiction in or in relation to copyright, designs, patents, circuit layouts, plant variety rights, inventions, know-how, business names, logos, designs, drawings, trade or service marks, Moral Rights, trade secrets and applications for any of the foregoing and any right to have information (including Confidential Information) kept confidential, and other results of intellectual activity in the industrial, commercial, scientific or literary or artistic fields.

Law means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in the relevant jurisdiction and includes the common law and equity as applicable from time to time, and any applicable industry codes of conduct.

Liability means all liabilities (whether actual, contingent or prospective), losses, damages, costs and expenses (whether personal or property, and whether special, direct, indirect or consequential, including consequential financial loss) of whatever description.

Licensed IP means:

(a) the specific items described in the Schedule;

(b) Course Materials;

Licensed Territory means the location where the Participant is licensed to practice dentistry.

Moral Rights means rights of integrity, rights of attribution and other rights of an analogous nature which may now exist or which may exist in the future under the Copyright Act 1968 (Cth) or under the law of a country other than Australia which is given effect in Australia.

Patent means any patent or patent application which embodies any part of the Licensed IP, and all patents and patent applications which claim priority from, or are divided from, or are continuations or continuations-in-part, of any of the patents or patent applications.

Personnel of a party means the officers, employees, contractors and agents of that party.

Product means any product or service that results or is developed from, or incorporates any component of the Licensed IP, including the Redkit® Device.

Recipient means a party to this Agreement which receives information from or about the other party.

Redkit® Device means the Redkit® Device sold by CW Oceania from time to time.

Schedule

1.1 Patents and/or patent applications

The following patents and/or patent applications and all antecedent and derivative patents and patent applications, all corresponding PCT and national phase patents and patent applications in any jurisdiction in the world and any right to apply for such patents and patent applications, together with any know-how in respect of such patents and patent applications:

Number Title Jurisdiction Filing Date

AU2020201283 Dental Surgery Method and Device Australia 21 February 2020

PCT/AU2019/050112Dental Surgery Method and Device

US 11,576,749 Dental Surgery Method and Device United States of America 4 March 2020

1.2 Copyright works and software

Course Materials.

1.3 Trade Marks

Australian Trade Mark Number Mark Classes Filing Date

1903586 Castle Wall 10, 41 and 44 31 January 2018

2276416 Redkit 10 13 June 2022