NOTICE: YOU MUST READ THIS ENTIRE AGREEMENT. IT IS A BINDING AGREEMENT.
Teach Me Life Skills International Guild Agreement
PRIVATE MEMBERSHIP AGREEMENT
AND NON-DISCLOSURE ADDENDUM
* * * * * * *
PRIVATE MEMBERSHIP AGREEMENT
This Private Membership Agreement, hereinafter referred to as “Agreement”, is entered into and made effective as of 04/06/2023 by and between the following Parties:
The TeachME Life Skills Guild (the “Guild”), a private membership association - an integrated auxiliary of Unity of Divine Creation Administration, under God, without the United States,
(“Member”), a living, breathing, sentient being, child of God, without the United States, who is of the age of majority and discretion and is of sound mind.
For and in consideration of the mutual promises and covenants herein, the Parties to this Agreement do hereby represent, warrant, affirm and agree as follows:
- AGE OF MAJORITY, CAPACITY TO CONTRACT. Member is of the age of majority and discretion, is of sound mind, is of sufficient intellect and reasoning to understand both the terms of the Agreement and their significance, and has full legal capacity to enter into a binding contract and to assume the rights and obligations set out in this Agreement.
- GUILD OPERATIONS TO REMAIN PRIVATE. The Guild is a private member association that operates under God’s law and is intended to be maintained and operated exclusively in private and outside of any public forum. We do not engage the public forum in any way. To the extent that we offer anything outside of membership, it is exclusively as a charitable offering in keeping with our administration to the world. The Member will strive in good faith to maintain the private nature of the Guild, its members, its mission, and its collective efforts, including by honouring and adhering in good faith to the terms of the Non-Disclosure Addendum of this Agreement, below.
- MISSION STATEMENT. In good conscience and in good faith, without objection, Member hereby adopts and agrees to the stated philosophy, principles and beliefs reflected in the following Mission Statement of InPrivate International Health Guild:
We are a private member association of men and women of faith and strong moral principles. We affirm that all of our rights including the right to life, liberty, the pursuit of happiness, and the freedom of assembly are God-given. We assemble as a private community of like-minded men and women standing peaceably to protect and enforce the natural inalienable and unalienable rights afforded to us by Nature’s God. Mark 4:11 states that it is given to us to know the mystery of the kingdom, which mystery we interpret to be our freedom as heirs to the kingdom.
We believe the Holy Bible to be the authoritative source of most systems of law in the modern world (many legal systems are heavily based on Roman Canonical Law, for example), hence, key to securing our rights and freedoms. We do not espouse any religion or form of spiritual practice, nor do we proselytize. We live by the two great commandments from which all law emanates: to love God with all our heart, soul and mind, and to love our neighbour as ourselves. We fulfil these tenets by acts of love, kindness, and service with honour, dignity and respect to our fellow man. We are not at war. We strive always to be at peace with all men, without compromise to our divine inheritance in fee simple absolute.
- PHILOSOPHY AND METHODOLOGY. The Guild models its administration, philosophy, methodology, protocols and procedures applying the principles of Christianity as founded in the Holy Bible (including the 1611 King James version) on the basis of their almost universal application to the world systems of law and governance. The Guild does not endorse religion. It applies Biblical principle without prejudice to any religion or spiritual practices, or the absence thereof. The Guild operates from the premise that the Bible is the authoritative source of most systems of law in the modern world and our divine inheritance as heirs to the kingdom of God. Just as the Bible has been used as the foundation of the world systems that enslave the masses, it also contains the wisdom to unlock the mystery of the kingdom. Member hereby, in good conscience and in good faith, without objection, expressly adopts and agrees to the Guild’s philosophy and methodology as set out in the Mission Statement in Paragraph 3, above, and in this Paragraph 4.
- TERMS OF GOOD STANDING, TERMINATION. Member shall be entitled to all the benefits and privileges of membership in the Guild so long as Member shall maintain good standing, including being current in monthly minimum membership donations, continued adherence to, and living and walking in accord with the stated intent and spirit of the Guild Mission Statement (¶ 3 above) and the Philosophy and Approach (¶ 4 above), and adherence otherwise to all terms of this Agreement, including the Non-Disclosure Agreement Addendum herein below. Membership shall not extend to family members above the age of eighteen (18), who shall be required to become members subject to the terms of their own agreement themselves. Member affirms and agrees that failure to make the suggested minimum monthly membership donations (if applicable) in a timely manner for a period of three (3) months or more may subject the member to termination at the absolute and exclusive discretion of the Guild. Member further affirms and agrees that any conduct that is, within the absolute and exclusive discretion and determination of the Guild, discordant or out of step with the principles and terms of the Guild Mission Statement (3 above) and the Philosophy and Methodology (4 above), or that constitutes other material breach of this Agreement may result in immediate termination of membership. No action or inaction on the part of the Guild under this provision shall constitute waiver of the Guild’s right to exercise its rights and duties under this provision at any time within its absolute and exclusive discretion.
- TERMINATION IN WRITING. This Membership Agreement shall continue until terminated by either Party in writing. This Agreement will also terminate upon death of the Member or upon the discontinuance or dissolution of the Guild, without prejudice to either party.
- MINIMUM MEMBERSHIP DONATIONS. Member agrees to make the suggested monthly minimum membership donation of $120 per six months or $240 per 12 months,which is required for membership to continue and entitles Member to receive basic Membership Benefits. For further donations, member may receive other Guild-branded proprietary documents, protocols or offerings made available to members only. Suggested minimum monthly membership donations are due monthly on the date of first enrolment. Monthly/biannual or annual membership fees subject to change as the guild builds and develops, which may change our operational needs and core costs attached. Any changes to fees must be reasonable and agreed upon by the TeachME Life Skills guidance team.
- USE OF PROPRIETARY WRITTEN WORK PRODUCT. Member shall be entitled to use of Guild-branded proprietary documents, logos, symbols, templates, protocols, procedures, written resources, lesson resources and materials and other Guild-branded written work product (collectively, “Written Work Product”) provided as a service to members only, including limited authorisation to use the Guild name and logo, Seal of InPrivate International mentor Guild – Member in Good Standing, the intellectual property represented in and by the written documents and resources, and other Written Work Product. Member affirms and agrees to use such Written Work Product in honour, in good faith, and in keeping with the principles and the philosophy of the Guild.
- NON-DILUTION OF PROPRIETARY WRITTEN WORK PRODUCT. When specified by the Guild in any written instructions, Member shall use Written Work Product only in the original form provided without editing, modifying, altering, adding to, eliminating from, combining or merging or splicing with the written work product of others, or in any other way changing or diluting (collectively, “Diluting” or “Dilution”) the Written Work, Materials, Product of the Guild. Any Dilution of Guild Written Work Product may alter its intended purpose and effectiveness and is strictly prohibited. Any Diluting of the Written Work Product may not be done in the name of the Guild or with the use of the Guild logos, symbols or seals. The Guild does not and will not back or support any Member in the event of any use of its Written Work Product contrary to the terms of this provision, and such use is strictly prohibited. Any such use is done at Member’s own risk without prejudice or liability to the Guild. Such unauthorised use also constitutes a material breach of this Agreement and grounds for immediate termination of membership.
- NON-DISSEMINATION, NON-DISTRIBUTION FOR SALE. Member agrees not to distribute, forward, disseminate, rent, sublet, post, publish, broadcast, redistribute, sell, share, timeshare or otherwise disclose the Guild’s Written Work Product in any manner or in any media not contemplated by this Agreement or otherwise authorized by express written consent. The Guild reserves the right, under its own absolute and exclusive discretion, to consent or withhold consent on a case-by-case and issue-by-issue basis without regard to other factors or prior consent provided to other members or relating to other Written Work Product. No action or inaction on the part of the Guild under this provision shall constitute waiver of the Guild’s right to exercise its rights and duties under this provision at any time within its absolute and exclusive discretion.
Member also agrees to not promoting the TeachME Life Skills Approach on Facebook, Instagram or other social media platforms (with exception of the Admin Team who are using the above social media platforms prior to the launch of TeachMe Life Skills).
Guild Members are allowed to have links to the TeachMe Life Skills website via other similar websites (such as common law Australia, Heal Me, and health care providers or home school groups) when agreed upon by the TeachME Life Skills Admin Team.
- THIRD-PARTY VENDORS. Some Membership Services may be provided by third parties. The Association does not represent nor govern, nor shall be held liable for the actions of any third-Party regarding their services.
- IN-HOUSE DISPUTE RESOLUTION PROTOCOL. Member agrees to hold the Guild, its owners, trustees, representatives and staffharmless against any and all liability for any unintentional harm that may occur during membership and arising out of Member’s use of Guild Written Work Product, Materials, services or other benefits of membership, except for harm resulting from gross negligence or intentional misconduct on the part of the Guild. Member expressly and in good faith agrees to and affirms, without objection, the Guild’s protocol of handling any disputes with the Guild directly as private Guild business (“In-House Dispute Resolution”), without resorting to public or pseudo-public courts, administrative bodies, or other public forums. In-House Dispute Resolution shall be limited to the following two phases:
- Dispute resolution shall follow common law by going to your brother/sister first to resolve any disputes before making the guild aware of these disputes via more formal avenues.
- Member will present the matter in dispute to the attention of the Guild in writing affirming and attesting to the nature of the dispute, the description of the claimed harm to the Member, and a description of the Member’s desired peaceable resolution, giving the Guild reasonable time of no less than 21 calendar days to respond, and allowing for continued deliberation and reasoned and peaceable dialogue on the issue until the matter may be resolved to the satisfaction of both Parties.
- If the dispute is not resolved, Member may request in writing a mediation by a three-member council to include one trustee or other authorized representative of the Guild, a fellow member in the Guild selected by the Member, and a third neutral member in the Guild selected by mutual agreement of the Parties. The mediation may be conducted in person, remotely or telephonically with the objective of arriving at a peaceable and mutually acceptable resolution between the Parties, with ultimate authority to resolve the dispute by majority vote of the three-member council, which shall be binding on the Parties.
- As part of the In-House Dispute Resolution protocol, Member expressly and in good faith, without objection, hereby forever and irrevocably waives any and all rights to resolve any dispute with the Guild outside of this stated protocol and in any public or pseudo-public court, administrative process, or other public or pseudo-public forum.
- INDEMNITY. Each Party agrees to defend, indemnify, and hold harmless the other Party and its officers, trustees, representatives, agents, affiliates, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorney fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement.
- DISCLAIMER. Nothing in this Agreement shall be construed as a contract for legal or professional services or advice regarding taxation and tax planning, accounting, investments, financing, banking, insurance, litigation or litigation avoidance, estate planning or other similar professional or expert advice. It is Member’s exclusive and non-delegable due diligence responsibility to thoughtfully review and consider the terms of this Agreement as well as any Written Work Product or services offered or contemplated under the terms of this Agreement and as part of any membership benefit, before making any decisions as to application of such Written Work Product, materials or services for Member’s own use or unique circumstances, within Member’s exclusive and absolute discretion, including whether to seek advice from legal counsel, tax advisors, accounting professionals, or other professionals or advisors of Member’s choosing, at Member’s own cost, before making such decisions. Member agrees to hold the Guild harmless from any claims or damages arising out of any such decisions exercised by Member within Member’s exclusive and absolute discretion.
We hereby acknowledge and certify that we have fully read, understood and agree to be bound by all of the terms and conditions herein, without objection.
And by these presents do hereby certify, that I have read and agree to all the above terms and conditions.
Executed this on 04/06/2023
InPrivate International Mentor Guild
This Non-Disclosure Agreement (the “NDA”) is made effective as of the date of execution below (the “Effective Date”), by and between InPrivate International Mentor Guild (the “Owner”), a private member association located on the continent of Australia in the geographic locations known as Queensland and NSW, a republic state, and (the “Recipient”), a private sentient being, child of God located on the land of earth.
Whereas both parties to this NDA are located outside the jurisdiction of the United States. The United States jurisdiction is defined in Art. I sec. 8 cl17 of the United States Constitution and does not expand into the location of the parties.
Whereas information will be disclosed to Recipient for the purpose of facilitating operations of managing Recipient’s private business affairs.
Whereas the Owner has requested, and the Recipient agrees, that the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree as follows:
- CONFIDENTIAL INFORMATION.
The term “Confidential Information” means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner including but not limited to personal contact, emails, phone conversations, conference calls, social media communications, audio recordings, recorded and/or live-stream videos or webinars or other broadcasts or telecasts, downloads, written work product, documents, templates, exemplars, samples, and all other media and property created by Owner. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by the Owner and information of the Owner and any third party with which the Owner deals, including, without limitation, documents, templates, research, management templates, trust document templates, private membership association templates, correspondence samples and templates, educational information regarding government accounts, general executor status, access to exemption accounts, use of exemption accounts, set-off, private commercial instruments, commercial processes, estate processes, legal system processes, all other processes, procedures, protocols, contracts, financial institution information and intellectual property, learning resources shared by the Owner that is not public knowledge or publicly published. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. Confidential information shall include any information that could cause a negative public reaction and disrupt the public peace and/or place the business of government at risk.
- “Confidential Information” does not include:
matters of public knowledge that result from disclosure by the Owner;
information rightfully received by the Recipient from a third party without a duty of confidentiality;
information independently developed by the Recipient;
information disclosed by operation of law;
information disclosed by the Recipient with the prior written consent of the Owner;
and any other information that both parties agree in writing is not confidential.
- PROTECTION OF CONFIDENTIAL INFORMATION.
The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Owner which provides the Owner with a significant advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:
- No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity be they natural or artificial, public or private, by telephone, fax, copy, email, broadcast or publication in any media or social media platform, picture, conversation, or any writing, recording, electronic file or transfer of information on or by any medium without the prior written consent of the Owner.
- However, lessons, lesson plans, learning based materials and resources covered in the TeachMe Guild agreement may be modified and adapted to suit the learning needs of any given group, so that learning is student centred, level appropriate and engaging; on the provision that these lessons plans, materials and resources are not shared outside of the TeachMe Guild.
- No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without the prior written consent of the Owner.
- Unauthorized Use. The Recipient shall promptly advise the Owner if the Recipient becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
III. UNAUTHORIZED DISCLOSURE OF INFORMATION - INJUNCTION.
If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this NDA, the Owner shall be entitled to an injunction to restrain the Recipient from disclosing the Confidential Information in whole or in part. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages. The Recipient further agrees to an injunction by private arbitration by operation of law for any improper disclosure.
For one (1) year after termination of Recipient’s Membership in InPrivate International Mentor Guild, if any, or for two (2) years after the date of execution of this NDA, whichever is greater, the Recipient will not attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by Owner to Recipient, or use any information or intellectual property supplied by the Owner, for the purpose of circumventing, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Owner. If such circumvention shall occur the Owner shall be entitled to any commissions due pursuant to this NDA or relating to such transaction.
However, lessons, lesson plans, learning based materials and resources covered in the TeachMe Life Skills Guild agreement may be shared among mentors/facilitators and advisors within the TeachME Life Skills Guild in the spirit of collaboration. These lessons, lesson plans and materials must not be shared with any teacher/educator/mentor/facilitator outside of the TeachME Life Skills guild.
- RETURN OF CONFIDENTIAL INFORMATION.
Upon the written request of the Owner, the Recipient shall return to the Owner all written materials containing the Confidential Information. The Recipient shall also deliver to the Owner written statements signed by the Recipient certifying that all materials have been returned within ten (10) days of receipt of the request.
- RELATIONSHIP OF PARTIES.
Neither party has an obligation under this NDA to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This NDA does not create any agency, partnership, or joint venture. A party to this NDA that is a public agent binds the public office for which he or she holds agency for any breach of this NDA in service to their office.
VII. NO WARRANTY.
The Recipient acknowledges and agrees that the Confidential Information is provided on an “AS IS” basis. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner does not represent or warrant that any product, document or template disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.
VIII. LIMITED AUTHORIZATION TO USE.
The Recipient shall not acquire any intellectual property rights under this NDA except the limited authorization to use as set forth above. The Recipient acknowledges that, as between the Owner and the Recipient, the Confidential Information and all related common law and/or registered copyrights and other intellectual property rights, are (and at all times will be) the property of the Owner, excepting any property including documents granted to the Recipient for Recipient’s private use, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this NDA.
Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, interest holders, trustees, agents, affiliates, distributors, representatives, and employees from any and all third party (including government agencies not a party to this private NDA or any private agreement between the parties) claims, demands, liabilities, costs and expenses, including reasonable attorney fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this NDA.
- LEGAL FEES.
In any legal action between the parties concerning this NDA, the prevailing party shall be entitled to recover reasonable legal fees and costs.
The obligations of this NDA shall survive for (1) year after termination of Recipient’s Membership in TeachMe Life Skills, if any, or two (2) years from the signature date of this NDA or until the Owner sends the Recipient written notice releasing the Recipient from this NDA. After that, the Recipient must continue to protect the Confidential Information that was received during the term of this NDA from unauthorized use or disclosure.
XII. GENERAL PROVISIONS.
This NDA sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This NDA shall be construed exclusive under the law of equity and the common law of the United States of America without the United States. This NDA shall not be assignable by either party. Neither party may delegate its duties under this NDA without the prior written consent of the other party. The confidentiality provisions of this NDA shall remain in full force and effect at all times in accordance with the term of this NDA. If any provision of this NDA is held to be invalid, illegal or unenforceable, the remaining portions of this NDA shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this NDA.
Executed this 04/06/2023