This Volunteer Agreement (“Agreement”) is by and between the individual volunteer named on the signature page (“Volunteer”) and U.S. Digital Response, a fiscally sponsored project of Community Initiatives, a California non-profit organization ("USDR") with its principal offices at 1000 Broadway Suite #480, Oakland, CA 94607 (collectively, the “Parties”), and is entered into effective as of the date of the parties’ signatures on the signature page or, if the parties have executed the Agreement on two different dates, then the later of the two dates (“Effective Date”).
A. USDR runs a program (the "Program") to provide technology services to a variety of government and non-profit organizations so as to quickly deliver critical services and infrastructure that support the needs of the public.
B. In some instances, the Program places experienced, pro-bono technologists to work on a volunteer basis in service to one or more government and organizations responding to crisis (“Service Recipients”). Such arrangements are referred to herein as “Placements” or “Projects.”
C. Volunteer wishes to provide volunteer services to USDR and/or one or more Service Recipients through the Program and USDR wishes to receive and/or facilitate such volunteer services. In connection therewith, the Parties desire to enter into this Agreement, which sets forth terms and conditions relating to the provision of such services.
The term of this Agreement (the "Term") will commence upon signing this Agreement and will end on the date when either Party provides written notice of termination to the other Party. Upon termination, Volunteer shall have no further access to USDR systems and shall return any property or data of USDR or any Service Recipient that may be in Volunteer’s possession.
The Parties agree that the relationship created by this Agreement, including in respect of any Placements or Projects, is that of volunteer/non-profit organization and not that of employee/employer and that it does not create any agency, partnership, joint venture, franchise or other similar or special relationship among the Parties or among Volunteer and any Service Recipient. Volunteer is responsible for providing, at his/her own expense, to the extent necessary, all medical, disability, unemployment, workers’ compensation, and other insurance, training, permits and licenses for himself/herself. Volunteer shall not have the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of USDR or any Service Recipient, whether express or implied, or to bind USDR or any Service Recipient in any respect whatsoever. Volunteer warrants that the information provided to USDR in Volunteer’s application and, at all other times, will be true, accurate, current and complete.
Volunteer may agree from time to time, in Volunteer’s sole discretion, to provide such services as may be requested by USDR and/or a Service Recipient. The requested services to Service Recipient(s) that Volunteer has agreed to perform as part of a Placement or Project and Volunteer's point of contact at USDR and at Service Recipient may, with Volunteer’s consent, be set forth in a written agreement from time to time and, in such event, such written agreement shall be considered part of this Agreement. All services performed by Volunteer, whether for USDR or any Service Recipient, whether part of a Placement, Project or other arrangement, are referred to herein as the “Services.”
4.1 No Compensation. Volunteer represents and warrants that he/she is providing the Services without any expectation of compensation, as a volunteer for charitable purposes and no other purpose. Volunteer and USDR agree that no compensation shall be due or will be paid for the Services, whether by USDR or a Service Recipient. Volunteer agrees that he/she is not entitled to any of the rights or benefits afforded to USDR employees, including disability, unemployment, workers’ compensation, medical or other insurance, vacation or sick leave or any other employee benefit.
4.2 Expense Reimbursement. USDR is not responsible for any expenses paid or incurred by Volunteer in performing the Services, unless pre-approved and agreed upon by a USDR Administrator. Any agreement between a Service Recipient and Volunteer in respect of expense reimbursement in connection with the Services will be subject to such Service Recipient’s expense reimbursement policies.
5.1 Definition. Confidential Information means any information disclosed to Volunteer during the Term which is or should be reasonably understood by USDR or a Service Recipient to be confidential or proprietary to USDR or such Service Recipient, including, but not limited to, technical processes and formulas, source codes and other software, product designs, sales, cost and other unpublished financial information, product and business plans, projections, and marketing data, personal information or other information which is required to be kept confidential pursuant to applicable law. Confidential Information does not include information (a) independently developed by Volunteer prior to access to Confidential Information; (b) generally known to the public through no act or omission of Volunteer in violation of this Agreement; or (c) obtained by Volunteer from any third party that Volunteer does not know to have violated any confidentiality obligation with respect to such information.
5.2 Obligations. The Parties acknowledge that Confidential Information may be disclosed to Volunteer during the course of this Agreement. Volunteer agrees that he/she will (a) not disclose the Confidential Information to anyone except in furtherance of the performance of the Services; (b) hold the Confidential Information in the strictest confidence and comply with all applicable privacy and information security laws and obligations; and (c) use the Confidential Information only for the purpose of performing the Services. Volunteer further understands and agrees to abide by the USDR Volunteer Security Protocol, as it may be amended from time to time. All materials, including but not limited to business information, files, research, records, memoranda, books, lists, computer disks, hardware, software, cell phones and other wireless devices, documents, drawings, models, apparatus, sketches, designs and any other embodiment of Confidential Information or intellectual property received by Volunteer during his/her volunteer service, and any tangible embodiments of such materials created by Volunteer, alone or with others, whether confidential or not, are the property of USDR and/or the Service Recipient. Volunteer shall securely return all such information the USDR or Service Recipient, as the case may be, upon termination of the Services. Notwithstanding anything to the contrary herein, Volunteer may disclose Confidential Information (i) at the request of any regulatory or governmental authority, (ii) pursuant to subpoena or other legal process or (iii) otherwise as required by law or regulation. In any such event, Volunteer will furnish a copy of this Agreement to anyone to whom Volunteer is required to make such disclosure and in any of the circumstances described in the foregoing (ii) and (iii) will advise USDR or the Service Recipient prior to making such disclosure, if legally permitted to do so. Disclosure of Confidential Information pursuant to a court order or other legal requirement that purports to compel disclosure of any Confidential Information shall not constitute publication or otherwise alter the character of that information as Confidential Information as between the Parties hereunder. The parties agree that any breach or threatened breach of this Agreement by the Volunteer would cause not only financial harm, but irreparable harm to USDR and/or the Service Recipient; and that money damages will not provide an adequate remedy. In the event of a breach or threatened breach of this Agreement by Volunteer, USDR and/or the Service Recipient, shall, in addition to any other rights and remedies it may have, be entitled (without the necessity of posting any bond or surety) to seek an injunction restraining Volunteer from disclosing or using, in whole or in part, any Confidential Information.
6.1 “Work Product” means all software (both source code and object code), reports, documentation and other work product created in whole or in part or delivered by Volunteer while performing or otherwise in the course of providing Services to USDR and/or Service Recipient. We expect that all Work Product should be published using Open Source Initiative-approved or Creative Commons Zero licenses (or others specified in USDR Data and Software Guidelines) by default and whenever possible. For work not in the public domain, USDR and/or Service Recipient, as applicable, will own the right to the intellectual property or other proprietary rights it owns or owned prior to the provision of the Services together with any Work Product. Without the express written consent of USDR or the Service Recipient, as applicable, Volunteer shall not incorporate into any Work Product any third party material or third party intellectual property, including any code or materials for which Volunteer does not have all necessary rights. Further, Volunteer will not incorporate any third-party open source software in a manner that is incompatible with the applicable open source license under which such software is licensed. Without altering the foregoing, Volunteer agrees that any deliverables shall be licensed to the relevant Service Recipient on the terms designated by such Service Recipient, or to USDR in accordance with USDR’s software guidelines; if such Service Recipient does not specify a different open source license, Volunteer agrees that such deliverables are licensed under the terms of the open source Apache 2.0 license.
Volunteer agrees that in rendering Services under this Agreement, Volunteer will comply with all applicable laws and regulations and will not undertake any activity which, to Volunteer’s knowledge, is unlawful under the laws of the United States of America, or any state within the United States in which Services will be performed or any other country in which Services will be performed. Volunteer further agrees to comply with all applicable policies of USDR and/or Service Recipient that are communicated or made available to Volunteer.
8.1 Volunteer agrees that USDR and any Service Recipient will have no liability to Volunteer for any injuries, losses, damages, or expenses of any nature sustained by Volunteer in connection with Volunteer's provision of the Services and agrees to waive any and all claims associated with Volunteer’s provision of the Services, except to the extent any such injury, loss, damage, or expense is due to the gross negligence or willful misconduct of USDR or Service Recipient.
8.2 USDR agrees that Volunteer will have no liability to USDR for any injuries, losses, damages, or expenses of any nature sustained by USDR in connection with Volunteer's provision of the Services, except to the extent any such injury, loss, damage, or expense is due to the gross negligence or willful misconduct of Volunteer.
8.3 Volunteer agrees that, in connection with any Placement or Project that is not supervised by USDR and involves the provision of Services directly to one or more Service Recipients, Volunteer shall indemnify and hold harmless USDR from and against any claim by Service Recipient in relation to the Services provided by Volunteer to such Service Recipient.
8.4 Volunteer understands and acknowledges that USDR has no control over and is not liable for the conduct of Service Recipients or other partners that work with USDR. Volunteer understands that if Volunteer believes he/she or any other person has been subjected to harassment or discrimination of any kind, or any conduct that violates USDR’s or Service Recipient’s policies, Volunteer must immediately report the facts of the conduct to the USDR Administrators. Similarly, if Volunteer believes that any other unlawful conduct has occurred when volunteering with USDR or a Service Recipient (including, but not limited to, harassment or discrimination against employees or violations of any other state or federal law), Volunteer will immediately report the facts of the conduct to the such USDR personnel as identified in USDR’s policies from time to time.
8.5 In no event shall a Party be responsible or have any liability to any other Party for any indirect, special or consequential damages arising out of or in connection with this Agreement, even if advised of the possibility thereof.
Volunteer hereby grants permission to USDR to utilize Volunteer’s name and likeness in connection with any publicity or public statements. Volunteer agrees not to publicize his/her association with any Service Recipient without the express written permission of such Service Recipient.
This Agreement will be governed by and construed in accordance with the applicable laws of the State of California, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding brought by it in any way arising out of this Agreement must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the state or federal courts in the State of California, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in California, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. Notwithstanding the foregoing, claims for equitable relief may be brought in any court with proper jurisdiction within the United States. THE PARTIES AGREE TO WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN THE RESOLUTION OF THE DISPUTE OR CLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN ANY OF THE PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW.
This Agreement incorporates into it every schedule that may be agreed between the Parties from time to time and collectively, such documents constitute the entire agreement of the Parties, and replace and extinguish all prior agreements and understandings as to the subject matter, notwithstanding any oral representations or statements made to the contrary. This Agreement may be executed in two or more counterparts (including by facsimile), each of which will be considered an original but all of which together will constitute one agreement. This Agreement cannot be amended or modified except by a writing executed by the Parties.