Volunteer terms & conditions

1. Services; Purpose; No Violation of Rights or Obligations.

Volunteer agrees to undertake and complete the assigned project (“Services”) in accordance with and on the schedule specified in Volunteer Community Agreement. The Services are provided for a civic, charitable, or humanitarian purpose without expectation of compensation. Volunteer agrees that he or she will not use or disclose at any time Volunteer’s own or any third party’s confidential information or intellectual property in connection with the Services or otherwise for or on behalf of Company.

1. Ownership; Rights; Proprietary Information.

1. Company will own all right, title and interest (including patent rights, copyrights, trade secret rights, trademark rights, sui generis database rights and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on behalf of Volunteer during the term of this Agreement that relate to the subject matter of or arise out of or in connection with the Services or any Proprietary Information (as defined below) (collectively, “Inventions”) and Volunteer will promptly disclose and provide all Inventions to Company.  Volunteer hereby makes all assignments necessary to accomplish the foregoing ownership.  Volunteer will assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned.  Volunteer  hereby irrevocably appoints Company as its attorneys-in-fact, coupled with an interest, to act for and on Volunteer’s behalf to execute and file any document and take all other actions to further the foregoing.
2. Volunteer agrees that all Inventions and all other information developed, learned or obtained by or for or on behalf of Volunteer in connection with the Services or that are received by or for Company in confidence, constitute “Proprietary Information.”  Volunteer will hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information. However, Volunteer will not be obligated under this paragraph with respect to information Volunteer can document is or becomes readily publicly available without restriction through no fault of Volunteer.  Upon termination or as otherwise requested by Company, Volunteer will promptly provide to Company all items and copies containing or embodying Proprietary Information.
3. To the extent allowed by law, Section 2.a and any license granted Company hereunder includes all moral rights.  Furthermore, Volunteer agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world, and without any further compensation, Company may and is hereby authorized to (and to allow others to) use Volunteer’s name in connection with promotion of its services. To the extent any of the foregoing is ineffective under applicable law, Volunteer hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible.  Volunteer will confirm any such ratifications and consents from time to time as requested by Company.  
4. If any part of the Services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to Volunteer (or any person involved in the Services) and not assigned hereunder, Volunteer hereby grants Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company’s exercise or exploitation of the Services, Inventions, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).  

2. Warranties and Other Obligations

Volunteer represents, warrants and covenants that:  (i) all work under this Agreement shall be Volunteer’s original work and none of the Services or Inventions will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Volunteer); and (ii) Volunteer has the full right to allow him or her to provide Company with the assignments and rights provided for herein.

3. Term; Termination.

The term of this Agreement is as set forth in Exhibit A. If Volunteer breaches a material provision of this Agreement, the Company may terminate this Agreement immediately.  Sections 2 through 8 of this Agreement shall survive any termination or expiration.

4. Relationship of the Parties; No Employee Benefits.

Volunteer is not an employee, agent or independent contractor of Company. Volunteer is not entitled to participate in any employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs of Company.

5. Assignment

This Agreement and the services contemplated hereunder are personal to Volunteer and Volunteer will not have the right or ability to assign, transfer or subcontract any rights or obligations under this Agreement without the written consent of Company.  Any attempt to do so shall be void.  Company may fully assign and transfer this Agreement in whole or part.  

6. Notice

All notices under this Agreement shall be in writing and shall be deemed given (a) when personally delivered, (b) when sent by electronic mail to the address set forth below on Volunteer’s signature page hereto, as updated from time to time by notice to the Company, or facsimile if sent during normal business hours of the recipient; if not, then on the next business day or (c) three days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein or to such other address as such party last provided to the other by written notice.

7. Miscellaneous

Any breach of Section 2 or 3 will cause irreparable harm to Company for which damages would not be an adequate remedy, and therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies. This Agreement represents the entire understanding between the parties with respect to the subject matter hereof to the exclusion of all other terms and conditions, and no modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions thereof.