Volunteer Agreement
This Volunteer Agreement (“Agreement”) is made and entered into as of the date the Volunteer (defined below) accepts this agreement by submitting a volunteer application form (“Effective Date”), by and between the Potrero Hill Neighborhood House, Inc. (the “Nabe”), and the individual completing the volunteer application (“Volunteer”). The Nabe desires to retain Volunteer to perform volunteer services for the Nabe and Volunteer is willing to perform such services, on terms set forth more fully below. In exchange for being allowed to participate in the services as a volunteer and for other good and valuable consideration, the receipt and sufficiency of which Volunteer acknowledges, Volunteer hereby freely, voluntarily, and without duress executes this Agreement and agrees to the following terms:
1. ACTIVITIES AND COMPENSATION
1.1 Volunteer Activities. Volunteer desires to volunteer for the Nabe and engage in activities related to being a volunteer, including but not limited to, providing tutoring, coaching, teaching, refereeing, cooking, event coordinating, gardening, or providing marketing or fundraising services (the “Activities”). Volunteer also understands that as a volunteer, and not an employee, no compensation or remuneration for such Activities will be paid to such Volunteer nor employee benefits. The parties acknowledge that the mutual promises and covenants contained herein are good and valuable consideration and are sufficient and adequate to support this Agreement.
1.2 Compliance with Policies. Volunteer acknowledges and agrees that Volunteer received and read the Nabe’s Privacy Policy located at https://www.thenabe.org/pages/privacy-policy. Volunteer agrees to comply with such policy and all other applicable policies and procedures, training, and safety rules of the Nabe, and will follow the Nabe’s instructions in participating in the Activities.
1.3 Assumption of Risk. Volunteer is aware and understands that the Activities may be inherently dangerous and may expose Volunteer to a variety of foreseen and unforeseen hazards and risks. Volunteer acknowledges that participating in the Activities is voluntarily and Volunteer has considered any associated risks. Volunteer hereby expressly and specifically assumes such risks, including any and all risk of injury, harm, or loss that Volunteer may incur as a result of participation in the Activities.
1.4 Medical Treatment. Volunteer hereby gives consent and authority to the Nabe to obtain medical treatment on Volunteer’s behalf, or to contact Volunteer’s emergency contact, if Volunteer is injured or requires medical attention during Volunteer’s participation in the Activities. Volunteer understands and agrees that Volunteer is solely responsible for all costs related to such medical treatment, medical transportation, and/or evacuation. Volunteer hereby releases, forever discharges, and holds harmless the Nabe from any claim whatsoever in connection with such treatment or other medical services.
2. INTELLECTUAL PROPERTY RIGHTS
2.1 Deliverables. The Nabe is, and shall be, the sole and exclusive owner of all right, title, and interest in and to all documents, work product, and other materials that are delivered to the Nabe or prepared by or on behalf of Volunteer in the course of participating in the Activities (the “Deliverables”), including all intellectual property rights therein. Volunteer will assign (or cause to be assigned) and does hereby assign fully to the Nabe all intellectual property rights in the Deliverables. Any assignment of copyright hereunder includes all moral rights and to the extent such moral rights cannot be assigned under applicable law (and the following is permissible), Volunteer hereby waives such moral rights and consents to any action of the Nabe that would violate such moral rights in the absence of such consent. Upon the Nabe’s request, Volunteer shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist the Nabe to prosecute, register, perfect, or record its right in and to any Deliverables. If the Nabe is unable to secure Volunteer’s signature, Volunteer hereby irrevocably designates and appoints the Nabe and its duly authorized officers and agents, as Volunteer’s agents and attorneys-in-fact to act for and on behalf and instead of Volunteer, to execute and file any documents and all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by Volunteer (it being acknowledged that such appointment is irrevocable and a power coupled with an interest).
2.2 Volunteer IP and License. Volunteer will retain all right, title, and interest in and to all intellectual property rights incorporated into the Deliverables solely to the extent such intellectual property rights were: (a) developed by Volunteer prior to developing the Deliverables; or (b) conceived and reduced to practice by Volunteer entirely on Volunteer’s own time without using equipment, supplies, facilities, trade secrets, or Confidential Information of the Nabe (collectively, the “Volunteer IP”). Volunteer will not incorporate any Volunteer IP, or any other proprietary information or intellectual property right owned by any third party into any Deliverable without the Nabe’s prior written permission. If Volunteer incorporates any such Volunteer IP in any Deliverables, Volunteer hereby grants the Nabe a nonexclusive, fully paid up, royalty-free, perpetual, irrevocable, worldwide, sublicensable, transferable license in and to such Volunteer IP to use such Volunteer IP to make, have made, modify, use, market, sell, offer to sell, import, distribute, make derivative works of, and otherwise exploit any product or offer any service.
2.3 Nabe Materials. The Nabe and its licensors are, and shall remain, the sole and exclusive owner of all right, title, and interest in and to any documents, data, know-how, methodologies, software, and other materials provided to Volunteer by the Nabe (“Nabe Materials”), including all intellectual property rights therein. Volunteer shall have no right or license to use any Nabe Materials except solely during the Term to the extent necessary to participate in the Activities. All other rights in and to Nabe Materials are expressly reserved.
3. CONFIDENTIALITY
3.1 Definition. “Confidential Information” means any Nabe proprietary or confidential information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed by the Nabe either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment.
3.2 Non-Use and Non-Disclosure. Volunteer shall not, during or subsequent to the Term, use the Nabe’s Confidential Information for any purpose whatsoever other than to participate in the Activities or disclose the Nabe’s Confidential Information to any third party. It is understood that said Confidential Information will remain the sole property of the Nabe. Volunteer further shall take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. Confidential Information does not include information which: (a) is known to Volunteer at the time of disclosure to Volunteer by the Nabe, as evidenced by written records of Volunteer; (b) is or becomes publicly known and made generally available through no wrongful act of Volunteer; (c) has been rightfully received by Volunteer from a third party who is authorized to make such disclosure; or (d) is required to be disclosed to a government authority or as required to be disclosed by law. Without the Nabe’s prior written approval, Volunteer shall not directly or indirectly disclose to anyone the existence of this Agreement or the fact that Volunteer has this arrangement with the Nabe.
3.3 Other Confidential Information. Volunteer agrees that Volunteer shall not, during the Term, improperly use or disclose any proprietary information or trade secrets of any other person or entity with which Volunteer has an agreement or duty to keep in confidence information acquired by Volunteer, if any, and that Volunteer shall not bring onto the premises or transfer onto the Nabe’s technology systems any unpublished document, proprietary information, or trade secrets belonging to any third party unless disclosure to, and use by, the Nabe has been consented to in writing by such third party. Volunteer shall indemnify and hold the Nabe harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any violation or claimed violation of a third party’s rights resulting in whole or in part from the Nabe’s use of the Deliverables provided by Volunteer under this Agreement.
3.4 Third Party Confidential Information. Volunteer recognizes that the Nabe has received and, in the future, will receive from third parties their confidential or proprietary information subject to a duty on the Nabe’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Volunteer agrees that Volunteer owes the Nabe and such third parties, during the Term and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in participating in the Activities consistent with the Nabe’s agreement with such third party. For purposes of this Agreement, such third-party information will be deemed part of the Confidential Information of the Nabe.
3.5 Return of Materials. Upon the termination or expiration of this Agreement, or upon the Nabe’s earlier request, Volunteer shall deliver to the Nabe all of the Nabe’s property or Confidential Information that Volunteer may have in Volunteer’s possession or control.
4. TERM AND TERMINATION
4.1 Term. This Agreement will commence on the Effective Date and will continue until the earlier of: (a) final participating in the Activities, (b) the 12-month anniversary of the Effective Date, or (c) termination as provided below (the “Term”).
4.2 Termination. Either party may terminate this Agreement with or without cause at any time upon written notice to the other party. Either party may terminate this Agreement immediately and without prior written notice if the other party is in breach of any material provision of this Agreement. Upon termination or expiration of this Agreement for any reason, Volunteer will return to the Nabe all completed and incomplete Deliverables.
4.3 Survival. Upon such termination all rights and duties of the parties toward each other will cease except Section 1.3 (Assumption of Risk), Section 1.4 (Medical Treatment), Section 2 (Intellectual Property Rights), Section 3 (Confidentiality), Section 4.3 (Survival), and 5 (Miscellaneous) will survive termination of this Agreement.
5. MISCELLANEOUS
5.1 Activities and Information Prior to Effective Date. All Activities participated in by Volunteer and all information and other materials disclosed between the parties prior to the Effective Date shall be governed by the terms of this Agreement, except where those services are governed by a separate agreement executed between Volunteer and the Nabe.
5.2 Nonassignment/Binding Agreement. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by Volunteer, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the Nabe, which consent will not be unreasonably withheld. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void.
5.3 Indemnity. Volunteer agrees to indemnify, defend, and hold harmless the Nabe and its affiliates and their directors, officers, employees, agents, and subcontractors from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from, in connection with, or related to any alleged or actual third party claim for (a) any negligent, reckless or intentionally wrongful act of Volunteer, (b) a determination by a court or agency that the Volunteer is not an independent contractor with respect to the Nabe, (c) any breach by the Volunteer of any of the covenants contained in this Agreement, (d) any act or omission made by Volunteer in participation of the Activities, or (e) any violation or claimed violation of a third party’s rights resulting in whole or in part from the Nabe’s use of the Deliverables or any other information or materials provided by Volunteer under this Agreement.
5.4 Release and Waiver. Volunteer hereby fully and forever releases and discharges the Nabe from, and expressly waives, any and all liability, claims, and demands of whatever kind or nature, either in law or in equity, that may arise from Volunteer’s participation in the Activities. Volunteer agrees not to make or bring any such claim or demand against the Nabe, and fully and forever releases and discharges the Nabe from liability under such claims or demands. VOLUNTEER UNDERSTANDS THAT THIS RELEASE DISCHARGES THE NABE FROM ANY LIABILITY OR CLAIM THAT VOLUNTEER MAY HAVE AGAINST ORGANIZATION WITH RESPECT TO ANY BODILY INJURY, PERSONAL INJURY, ILLNESS, DEATH, PROPERTY DAMAGE, OR PROPERTY LOSS THAT MAY RESULT FROM THE ACTIVITIES, WHETHER CAUSED BY THE NEGLIGENCE OF THE NABE OR OTHERWISE.
5.5 Photographic Release. Volunteer understands and agrees that during participation in the Activities, Volunteer may be photographed and/or videotaped by the Nabe for internal and/or promotional use. Volunteer hereby grants and conveys to the Nabe all right, title, and interest, including but not limited to, any royalties, proceeds, or other benefits, in any and all such photographs or recordings, and consent to the Nabe’s use of Volunteer’s name, image, likeness, and voice in perpetuity, in any medium or format, for any publicity without further compensation or permission.
5.6 Insurance. VOLUNTEER UNDERSTANDS THAT THE NABE DOES NOT ASSUME ANY RESPONSIBILITY FOR OR OBLIGATION TO PROVIDE FINANCIAL ASSISTANCE OR OTHER ASSISTANCE, INCLUDING BUT NOT LIMITED TO MEDICAL, HEALTH, OR DISABILITY INSURANCE OF ANY NATURE IN THE EVENT OF VOLUNTEER’S INJURY, ILLNESS, OR DEATH, OR DAMAGE TO OR LOSS OF PROPERTY. Volunteer expressly waives any claim for compensation or liability on the part of the Nabe in the event of any injury or medical expense.
5.7 Severability. If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.
5.8 Integration. This Agreement supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter and sets forth the entire agreement and understanding between the parties relating to the subject matter herein. No terms, provisions or conditions of any purchase order, acknowledgement or other business form that either party may use in connection with the transactions contemplated by this Agreement will have any effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of a receiving party to object to such terms, provisions or conditions. No modification of or amendment to this Agreement, nor any waiver of any rightsunder this Agreement, will be effective unless executed in writing and signed by both parties.
5.9 Independent Contractor. It is the express intention of the parties that Volunteer is an independent contractor. Nothing in this Agreement will in any way be construed to constitute Volunteer as an agent, employee or representative of the Nabe, but Volunteer shall participate in the Activities as an independent contractor. Without limiting the generality of the foregoing, Volunteer is not authorized to bind the Nabe to any liability or obligation or to represent that Volunteer has any such authority.
5.10 Benefits. Volunteer acknowledges that Volunteer will receive no Nabe-sponsored benefits from the Nabe either as a volunteer or employee, where benefits include without limitation paid vacation, sick leave, medical insurance, and 401K participation. If Volunteer is reclassified by a state or federal agency or court as an employee, Volunteer will become a reclassified employee and will receive no benefits except those mandated by state or federal law, even if by the terms of the Nabe’s benefit plans in effect at the time of such reclassification Volunteer would otherwise be eligible for such benefits.
5.11 Governing Law. This Agreement will be interpreted and construed in accordance with the laws of the State of California and the United States of America, without regard to conflict of law principles. The parties hereby submit to the personal jurisdiction of and agree that any legal proceeding with respect to or arising under this Agreement will be brought solely in the state or federal courts located in San Francisco County, California, as appropriate. Each party will comply with all laws, statutes, rules and regulations applicable to it. Each party agrees that if the other party breaches its confidentiality and intellectual property obligations set forth herein, the non-breaching party will have available, in addition to any other right or remedy available, the right to seek from any court of competent jurisdiction an injunction restraining such breach or threatened breach and to seek specific performance of any such provision without the requirement of posting a bond.
5.12 Voluntary Nature of Agreement. Volunteer acknowledges and agrees that Volunteer is executing this Agreement voluntarily and without any duress or undue influence by the Nabe or anyone else. Volunteer further acknowledges and agrees that Volunteer has carefully read this Agreement and that Volunteer has asked any questions needed for Volunteer to understand the terms, consequences and binding effect of this Agreement and fully understand it, including that Volunteer is waiving his/her right to a jury trial. Finally, Volunteer agrees that he/she has been provided an opportunity to seek the advice of an attorney of Volunteer’s choice before signing this Agreement.
5.13 Counterparts. This Agreement may be executed in counterparts or by facsimile, each of which will be deemed to be an original instrument enforceable in accordance with its terms and all of which will constitute but one and the same agreement of the parties.
Version: September 8, 2024