1. Engagement

1.1 The Studio engages the Photographer as an independent contractor, not an employee.

1.2 The Photographer may operate their own creative business, provided it does not involve boudoir or maternity boudoir photography in any form (see Section 3).

1.3 This Agreement does not create an employment, partnership, or agency relationship.

2. Studio Bookings and Work Allocation

2.1 The Studio allocates client sessions to the Photographer. The Photographer agrees to reserve these timeslots and honour the bookings.

2.2 Bookings are held exclusively for the Photographer unless released by the Photographer, breached under this Agreement, or mutually adjusted for operational reasons.

3. Restraint of Trade, Non-Compete and Protection of Business Interests

3.1 Non-Compete

The Contractor agrees that they must not engage in boudoir photography - for themselves, under any brand, or for any competing boudoir business - at any time during this Agreement, and for a period of 3 years following its termination or expiry.

This restriction takes effect upon the occurrence of all of the following:

1. This Agreement has been accepted and signed; and
2. The Contractor has completed the Adarling Boudoir Training Modules; and
3. The Contractor subcontracts to Adarling Boudoir PTY LTD for a period of 30 days (1 month) or longer, or has a combined invoice value of $500 or more - whichever is less.

This applies within Australia and includes working for, contracting with, or being involved in any boudoir, bridal boudoir, maternity boudoir, or substantially similar intimate portrait photography business or service in any capacity.

The Contractor acknowledges that boudoir photography represents a highly specialised and niche category, comprising a very small segment of the broader photography industry. All other photography categories - including but not limited to events, weddings, pets, portraits, family, fashion, landscape, commercial, real estate, newborn, sports, architecture, food, travel, street, automotive, wildlife, school, corporate headshots, and product photography - remain entirely open to the Contractor and are not restricted by this Agreement.

3.2 Protection of Methods, Systems and Business Information

The Contractor must not, at any time during or after the Term of this Agreement, use, copy, disclose, reproduce, adapt or rely upon any of the Studio's confidential or commercially sensitive information for their own benefit or for the benefit of any other person or competing business.

3.3 Non-Solicitation

The Contractor agrees that during the Term of this Agreement, and for a period of 3 years following the termination or expiry of this Agreement, they must not, directly or indirectly, for personal or business gain:

• solicit, accept work from, or attempt to divert away any of the Studio's clients, leads, photographers, contractors, make-up artists, models, suppliers, contractors, or business relationships; where the connections were established via 'The Studio'.

3.4 Reasonableness of Restraint

The Contractor acknowledges and agrees that the restrictions contained in this clause are fair and reasonable and are necessary to protect the Studio's legitimate business interests, including its goodwill, confidential information, specialised training, market position, commercial investment, client relationships, internal systems, and competitive advantage.

The Contractor further acknowledges that the Studio has invested substantial time, resources and opportunity into the Contractor's development, exposure, training and access to the Studio's business and market, and that these restraints are appropriate in light of that investment.

3.5 Remedies

The Contractor acknowledges that any breach of this clause may cause significant harm to the Studio and may entitle the Studio to seek injunctive relief, damages, or any other remedy available at law or in equity.

3.6 Branding & Keywords

The Photographer must not use names, keywords, or branding that may create confusion with the Studio, including "darling," "adarling," or close variations.

4. Confidentiality

4.1 The Photographer must keep all client information, Studio operations, and financial details strictly confidential.

4.2 Confidential information may not be used for personal or commercial gain.

4.3 Confidentiality obligations continue permanently after this Agreement ends.

5. Professional Conduct

5.1 Standards of Conduct

The Photographer agrees to maintain warm, professional behaviour consistent with the supportive culture Adarling is known for.

5.2 Client Interaction & Non-Solicitation

The Photographer must not ask clients about:

• Payment details
• Package choices
• Instalment plans
• Deposits
• Sales outcomes

If clients volunteer information, it may be acknowledged politely but not pursued.

5.3 Solicitation of Sales Staff

The Photographer must not request or seek any sales outcomes or confidential information from clients or the Studio's sales team.

All sales staff operate under strict confidentiality obligations.

6. Responsibilities of the Photographer

6.1 The Photographer supplies and maintains their own equipment, including charging, care, and public liability insurance.

6.2 The Photographer must hold current public liability insurance.

6.3 Memory cards must be cleared after a reasonable period, once all files have been safely delivered to the Studio, to protect client privacy. Alternatively, Studio-provided memory cards may be left at the Studio.

6.4 Any equipment provided by the Studio remains Studio property and must be returned upon cessation of this Agreement.

6.5 Adarling client images and intellectual property must not be used for the Photographer's own business, except in rare circumstances for a portfolio, résumé or job application, and only where the client is a Model Release client and the Studio Director has provided express permission in writing to safeguard client privacy.

7. Independent Contractor Obligations

7.1 The Photographer is responsible for their own taxation, superannuation, insurance, and business compliance.

7.2 Nothing in this Agreement entitles the Photographer to employee benefits.

8. Entire Agreement

8.1 This Agreement constitutes the full understanding between the parties.

8.2 Any amendments must be in writing and signed by both parties.