Volunteer Agreement
On this _______ day of ________, 2010, this Agreement (the “Agreement”), is entered into by
and between ACCION International, a New York not for profit corporation with offices at 56
Roland Street, Suite 300, Boston, MA 02129, USA (“ACCION”); and [ENTER FULL NAME],
resident at [ENTER FULL ADDRESS (DO NOT INSERT A PO BOX] (“Volunteer”). “We,”
“us” and “our” refer to both of the signing parties.
WHEREAS, ACCION was formed for the purposes of, among other things, improving social,
economic and cultural conditions throughout the world through its micro-lending programs and
through its assistance to microfinance institutions or other organizations having similar purposes;
WHEREAS, ACCION wishes to offer Volunteer the opportunity to perform volunteer work for
ACCION, as described in the Terms of Reference below, and Volunteer wishes to accept
ACCION’s offer of voluntary work;
NOW, THEREFORE, in consideration of the aforementioned, ACCION and Volunteer hereby
agree as follows:
1.
Terms of Reference. Volunteer will develop an e-learning course on “[SUBJECT]”
(“Course”) based on information and materials provided by ACCION. Volunteer will
complete the Course on or before [date]. Once the Course has been completed, Volunteer
will provide ACCION, within XX days from the completion of the Course, the source
files so that ACCION may upload the Course to ACCION’s Learning Management
System.
2.
Consideration. Volunteer hereby agrees to perform the tasks described in the Terms of
Reference above as a volunteer and without any compensation from ACCION. Volunteer
hereby acknowledges that ACCION’s offer to Volunteer to develop the Course is
adequate consideration.
3.
Confidentiality.
3.1
“Confidential Information” is non-public information, know-how, and trade secrets in
any form that are designated as “confidential” or that a reasonable person knows or
reasonably should understand to be confidential.
3.2
Confidential Information does not include information that is or becomes publically
available without Volunteer’s fault, that is lawfully obtained from another source that is
not under an obligation to keep it secret, or that Volunteer can prove was developed
lawfully and independently.
3.3
Volunteer agrees to use Confidential Information only for the purpose set out in the
Terms of Reference and will not disclose Confidential Information to any third-parties.
3.4
Volunteer will take reasonable measures to protect Confidential Information, using at
least reasonable care.
3.5
In case Confidential Information is used or disclosed without authorization or in breach
of this Agreement, Volunteer agrees to promptly notify ACCION in writing.
3.6
Volunteer may disclose Confidential Information if required to comply with a court order
or other government demand that has the force of law. Before doing so, Volunteer must
give ACCION enough prior notice to provide a reasonable chance to seek a protective
order.
4.
Intellectual Property Rights.
4.1
Volunteer agrees that the Course and all information, materials, documents, know-how,
and/or creations (and any replications of those) in any form developed or conceived in
connection with the Course (“Related Materials”) will be the sole property of ACCION.
All information, materials and documents ACCION provides to Volunteer during the
development of the Course are also property of ACCION.
4.2
Volunteer will retain ownership of any and all pre-existing products, materials, tools,
methodologies, technologies, programs and intellectual property rights of Volunteer used
by Volunteer in the development of the Course.
4.3
Volunteer assigns to ACCION all of its rights, title, and interest, worldwide, in the
Course and to anything tangible that evidences, incorporates, constitutes, represents or
records the Course and/or Related Materials. Volunteer agrees that the Course and/or
Related Materials will be prepared as works made for hire, with the understanding that
ACCION will own all of the exclusive rights to such works of authorship under the
copyright laws of the United States and all international copyright conventions and
foreign laws, and hereby assigns, without further compensation and, to the extent any
such assignment cannot be made at present, Volunteer hereby agrees to assign to
ACCION all copyrights, patents and other proprietary rights Volunteer may have in the
Course and/or Related Materials, together with the right to file for and/or own wholly
without restriction to United States and foreign patents, trademarks and copyrights with
respect thereto.
4.4
ACCION hereby grants to Volunteer a royalty free, worldwide license to use the Course
as a display of Volunteer’s work and ability, including as an entry in a portfolio or other
similar showcase of skill, and/or for purposes of entering into contests relating to the
design of e-learning courses, and so long as Volunteer does not disclose ACCION’s
Confidential Information or commercialize or permit others to commercialize the Course
and/or any Related Materials. Volunteer agrees to notify ACCION in writing of its
intention to use the Course as set forth in this Section 4.4 within ten (10) days prior to
this use.
5.
Relationship. This Agreement does not create an employment relationship between us
and we will have no obligations towards each other except for the ones expressly
described in this Agreement, both during the time of this Agreement and afterward.
6.
Term and Termination.
6.1
This Agreement will be effective from [date] until Volunteer finishes the work described
in the Terms of References above, which is estimated to be [date].
6.2
Either of us may terminate this Agreement at any time upon providing written notice to
the other.
7.
Indemnification.
7.1
Indemnification by Volunteer. Volunteer will indemnify, defend and hold harmless ACCION
and each of its affiliates, directors, officers, employees, representatives, agents, successors and
permitted assigns, from and against any third party claims related to or arising out of this
Agreement: (i) to the extent directly and proximately caused by negligence or intentional
misconduct of Volunteer, including without limitation claims of theft, plagiarism, or
illegitimate use of intellectual property by Volunteer; (ii) for bodily injury, death or damage to
real or tangible personal property; provided, that, if there also is fault on the part of any entity
or individual indemnified hereunder or any entity or individual acting on ACCION’s behalf,
the foregoing indemnification will be on a comparative fault basis.
7.2
Indemnification by ACCION. ACCION will indemnify, defend and hold harmless Volunteer
and each of its successors and permitted assigns, from and against any third party claims
related to or arising out of this Agreement: (i) to the extent directly and proximately caused by
negligence or intentional misconduct of ACCION or any of its employees and agents; or (ii)
for bodily injury, death or damage to real or tangible personal property; provided, that, if there
also is fault on the part of any entity or individual indemnified hereunder or any entity or
individual acting on Volunteer’s behalf, the foregoing indemnification will be on a
comparative fault basis.
8.
General Rights and Obligations.
8.1
Return of Property: Upon completion of the Course, early termination of this Agreement
or at any time upon request of ACCION, Volunteer will return any and all materials,
documents, or other property provided by ACCION in connection with the development
of the Course.
8.2
No Waiver: Any failure or delay of either of us to exercise a right or remedy will not
result in a waiver of that, or any other, right or remedy.
8.3
No Assignment or Transfer: This Agreement is personal and may not be assigned or
otherwise transferred by Volunteer.
8.4
Governing Law and Jurisdiction: The laws of the Commonwealth of Massachusetts
govern this Agreement, without giving effect to its principles of conflicts of laws.
Volunteer waives any objection which she/he may have at the time to laying of venue,
waives any claims of inconvenient forum, and waives the right to object that any such
court does not have jurisdiction over her/him.
8.5
Partial Invalidity: If any provision of this Agreement is held by a court of competent
jurisdiction to be illegal, invalid, or unenforceable, the other provisions will remain in full
force and effect. We both agree to replace (or, if we cannot agree, a court) the illegal,
invalid or unenforceable provision with another that most nearly reflects our intent in
entering into this Agreement.
8.6
Remedies: Volunteer acknowledges that money damages may not adequately compensate
ACCION for a breach of this Agreement. Volunteer agrees that, in addition to all other
remedies available to ACCION in law, equity or otherwise, ACCION will be entitled to
injunctive relief.
8.7
Entire Agreement: This Agreement sets forth the entire agreement and understanding
between us in regard to the subject matter hereof, and supersedes all prior oral and
written agreements and understandings between us relating thereto.
8.8
Amendments: This Agreement may only be amended in writing and signed by both of us.
8.9
Survival: Section 1 will remain in effect until Volunteer has complied with the Terms of
Reference outlined therein. Sections 3, 4 and 8.1 will survive expiration or early
termination of this Agreement.
ACCION INTERNATIONAL
By:
Name:
Title:
Date:
__________________________
VOLUNTEER
By:
__________________________
Name:
Date: