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The American Jewish Medical

Association Volunteer Agreement

This Volunteer Agreement (the “Agreement”) is effective

Date

between the American Jewish Medical Association (the “AJMA”) and

Each of the AJMA and the Volunteer may be referred to herein as the “Party,” or collectively as the “Parties.”

The Volunteer is willing to donate their time and services to the AJMA, and the AJMA gratefully accepts such donated time and service by the Volunteer.

In consideration of the above, the Parties hereby agree to the following terms and conditions:

I. Services. The Volunteer is able to provide the certain services (the “Services”) as shall be assigned in accordance with the Volunteers skillset, time, and interest and the AJMA’s needs.


II. No Wages. The Volunteer agrees that the Services they are providing to the AJMA are a donation and that under no circumstances will the Volunteer expect wages, salary, or benefits (including but not limited to health insurance or workers compensation) from the AJMA for the Services provided.


III. Supervision. The Volunteer shall report to the AJMA CEO. The Volunteer shall accept assignments only from the AJMA CEO or the AJMA CEO’s designee. The Volunteer shall relay any questions and report any concerns to the AJMA CEO or the AJMA CEO’s designee.


IV. No Employment. The Volunteer understands that, under no circumstances, shall the Volunteer be considered an employee of the AJMA. As a volunteer, the Volunteer and the AJMA understand that the Volunteer controls the dates and times when the Volunteer offers its volunteer Services to the AJMA.


V. Training. The Volunteer agrees to complete any training required by the AJMA and to follow the AJMA’s rules and policies.


VI. Property. The Volunteer understands that any materials, tools, and information (including but not limited to usernames and passwords) are and remain the property of the AJMA.


The Volunteer agrees to return any property of the AJMA to the AJMA upon the termination of this Agreement.


VII. Term. This Agreement shall be effective as of the first dated listed above, or retroactively to the first date that the Volunteer provided Services to the AJMA.


VIII. Termination. Both Parties may terminate this Agreement at any time and for any reason.

IX. Confidential Information. In connection with the Services the Volunteer performs under this Agreement, the Volunteer may be provided with or have access to, certain confidential or proprietary information of AJMA including, but not limited to, marketing and business plans, financial information, passwords, electronic data, or other documents or materials, whether prepared by AJMA or others, which contain or otherwise reflect such information (all of the foregoing, “Confidential Information”).


The Volunteer agrees to keep the Confidential Information in strict confidence, and shall not disclose any Confidential Information to any person or business except as expressly permitted by this Agreement. The Volunteer shall treat the Confidential Information with at least the same degree of care and confidentiality as it treats its own most sensitive confidential information, and in no event using less than a degree of reasonable care. The Volunteer shall not use any Confidential Information for any reason or purpose other than to perform the Services under this Agreement.


All Confidential Information that is provided to or developed by the Volunteer shall remain the property of AJMA, shall not be duplicated by the Volunteer, and shall be promptly returned to AJMA upon conclusion of the Volunteer’s Services, or in any case upon the AJMA’s request.


This Agreement shall not impose any obligations upon the Volunteer with respect to any material that the Volunteer can prove (i) was known to the Volunteer at the time of disclosure by the AJMA to Volunteer; (ii) has been rightfully received by the Volunteer form a third party who is authorized to make such disclosure; or


(iii) was or has become publicly known or made generally available through no wrongful act of the Volunteer. The Volunteer understands that the AJMA, nor its affiliates, nor their respective agents or representatives make any representation or warranty of any kind with respect to the Confidential Information, including without limitation, with respect to accuracy, completeness, fitness, merchantability, title, or non-infringement.


X. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) associated with the AJMA and with regard to all documents, work product, recordings, records, and other materials delivered to the AJMA under this Agreement or prepared by or on behalf of the Volunteer or shared with the Volunteer in the course of the Volunteer’s performance of the Services (collectively, the “Deliverables”) are and shall be owed exclusively by the AJMA.


Any work performed by Volunteer for the AJMA shall be the property of the AJMA.

XI. Liability Waiver. The Volunteer agrees to indemnify, defend, and hold harmless the AJMA against all claims, demands, costs, expenses, and attorney’s fees arising out of or resulting from any dispute between the Volunteer and the AJMA, and between the Volunteer and any person and/or entity with whom the Volunteer may come into contact through the performance of the Volunteer’s Services.


XII. Injunctive Relief. It is recognized that irreparable injury may result to AJMA and its business if The Volunteer breaches this Agreement. Therefore, in the event of a breach hereof by the Volunteer, AJMA shall be entitled to all rights and remedies available at law and in equity, including without limitation the right to obtain damages for such actual or threatened breach and the right to enjoin The Volunteer and all other persons acting in actual or threatened breach hereof, from commencing or continuing, and to remedy the activities that constitute such actual or threatened breach, and AJMA shall also be entitled to recover from The Volunteer its attorneys’ fees and costs in any action for the breach hereof in which AJMA substantially prevails.


XIII. Non-Waiver. The AJMA’s failure to enforce any of its rights hereunder shall not be deemed to be a waiver of such rights, unless such waiver is in writing and signed by the waiving Party. Waiver of any one breach shall not be deemed to be a waiver of any other breach of the same or any other provisions hereof.


XIV. Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement.


XV. Amendment. Except as provided herein, any changes to this Agreement must be set forth in writing and signed by both Parties.


XVI. Survival. All provisions of this Agreement that ought to survive termination or expiration of this Agreement shall survive such termination or expiration of this Agreement.


IN WITNESS WHEREOF, the Parties hereto have caused this Volunteer Agreement to be executed as of the first date written above.

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