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Volunteer Agreement

BETWEEN 

ADVENTIST DEVELOPMENT & RELIEF AGENCY AUSTRALIA LIMITED TRADING AS OPEN HEART INTERNATIONAL (ABN 85 109 435 618) being a company incorporated in Australia and having its head office at 146 Fox Valley Road, Wahroonga, 2076, NSW, Australia (“Open Heart International”) 

AND 

You (“Volunteer”) 

1. Purpose of this Agreement

(a)  Open Heart International implement projects that provide medical treatment for patients in developing countries who do not have access to such treatment and supports Australian healthcare professionals to engage in the health care development processes in developing countries.

(b)  The Volunteer wishes to provide volunteer services with Open Heart International in accordance with the terms of this Agreement.

2. Appointment and authority

(a)  Open Heart International appoints and authorises the Volunteer as an independent contractor to provide the services on behalf of Open Heart International in accordance with the terms of this Agreement. The Volunteer accepts the appointment. 

(b)  The Volunteer is not authorised to do anything on behalf of Open Heart International that it is not expressly authorised to do under this Agreement.

(c)  This Agreement does not create any relationship between Open Heart International and the Volunteer of employer and employee, partnership, agency or joint venture.

(d)  Unless otherwise provided for in this Agreement, no salary, wages, superannuation, leave entitlements, pay in lieu of notice, severance pay or other remuneration and benefits are directly payable by Open Heart International to the Volunteer for the services provided under this Agreement.

3. Obligations of the parties

3.1  General Obligations of the Volunteer

The Volunteer agrees, in relation to the services to be provided under this Agreement, to:

(a)  uphold and follow the Volunteer Code of Conduct as amended by Open Heart International from time to time. 

(b)  cooperate with the direction given to the Volunteer by Open Heart International management that is in the interest of the Volunteer’s security or treatment for any sickness or condition whilst providing the volunteer services and also Open Heart International's project objectives in respect to accommodation, transport, social activities and the volunteer services. 

(c)  follow any guidelines provided by Open Heart International in relation to health precautions for any jurisdiction the Volunteer is travelling to and make adequate arrangements at the Volunteer’s own expense to appropriately manage the Volunteer’s own health including but not limited to vaccinations and medications. 

(d)  complete the necessary documentation provided to the Volunteer and permit Open Heart International to arrange for a criminal history check to be completed prior to departure if the Volunteer is selected to a position on a trip and every three years thereafter if the Volunteer chose to be regularly deployed. 

(e)  follow any reasonable policies, procedures or guidelines provided by Open Heart International including, but not limited to the following:

(i)    Social Media Policy

(ii)   Photographic and Video Images Policy

3.2 Obligations in relation to child protection 

(a)  The Volunteer acknowledges that Open Heart International takes child protection seriously and has a zero tolerance of child abuse. 

(b)  The Volunteer agrees in relation to the services to be provided under this Agreement to read, understand and abide by any Child Protection Policy issued by Open Heart International. 

3.3 Obligations in relation to safety 

(a)  The Volunteer accepts that there may be safety hazards and risks associated with providing services under this Agreement which may include injury, incapacitation or even death. 

(b)  The Volunteer undertakes to act with reasonable precaution and follow any safety or security guidelines or requirements provided by Open Heart International to reduce any associated risks to the Volunteer. 

3.4 Obligations in relation to fundraising 

(a)  The Volunteer acknowledges that Open Heart International may be required under law to register fundraising activities. 

(b)  Except as otherwise specified in this Agreement the Volunteer must seek the prior written approval of Open Heart International before conducting any fundraising activities on behalf of Open Heart International. 

(c)  The Volunteer may participate in fundraising via the Open Heart International online fundraising platform GoFundraise and Just Giving without seeking prior consent of Open Heart International. 

3.5 Images used for promotional purposes. 

(a)  Open Heart International collects photographic and video images from various sources including volunteers and professional photographer services, along with stories from country visits which may be used by Open Heart International for promotional, marketing, media and fundraising purposes. 

(b)  The Volunteer consents to Open Heart International using at its discretion photographs, images, video or information collected from, of or about the Volunteer for the purposes of clause 3.5 in external and internal marketing and informational material including, but not limited to, newsletters, websites, social media and printed material. 

(c)  Open Heart International may release at its discretion photographs, images, video or information collected from, of or about the Volunteer to third parties for the purposes of use in external marketing and promotion of Open Heart International.  This includes, but is not limited to affiliated organisations such Adventist Healthcare Limited, ADRA and Seventh-day Adventist media outlets in their newsletters, websites and printed material, as well as local/state/national/international newspapers, and other social media. 

(d)  No compensation will be payable to the Volunteer or any other party by Open Heart International for the use of any photographs, images, video or information collected from, of or about the Volunteer. 

3.6 Obligations of Open Heart International 

Open Heart International agrees, in relation to the services to be provided under this Agreement, to: 

(a)  work with Implementing Partners to actively seek to deliver professional humanitarian assistance and development projects in specified jurisdictions and ongoing education to the medical, nursing and allied health staff of the Implementing Partner: 

(b)  coordinate and arrange for the Volunteer to provide services in relation to specific development projects. 

(c)  coordinate and arrange appropriate visa requirements for the Volunteer in the relevant jurisdictions. 

(d)  arrange for local medical personnel registrations for the Volunteer if required in the relevant jurisdictions. 

(e)  provide the Volunteer with details of Open Heart International’s insurance policies which will provide cover for the Volunteer in specified circumstances. 

(f)   provide support and guidance material on providing volunteer services. 

(g)  in conjunction with local Implementing Partners, use reasonable endeavours to provide a working environment, accommodation and transport to and from these locations that are considered reasonably safe based on standards applicable in the relevant jurisdiction. 

(h)  use reasonable endeavours to arrange social outings and functions that can be considered reasonably safe, utilising local knowledge and security measures (security personnel, vehicles and venues). 

(i)  provide transport arrangements to the project site, accommodation and specified meals in accordance with the pre departure information provided to the Volunteer prior to acceptance of deployment, or as otherwise advised in writing by Open Heart International.  

4.0 Insurance

Unless otherwise agreed in writing, Open Heart International agrees to maintain in effect at all times during the term of this Agreement, at Open Heart International’s sole expense, the following minimum insurance coverages: 

(a)  Travel insurance covering the Volunteer in accordance with the relevant policy terms and conditions for any travel associated with or medical emergencies arising during the provision of the volunteer services and upon request travel insurance for associated personal or leisure travel that the Volunteer undertakes immediately prior to, during or after the provision of the volunteer services in a single volunteer deployment. 

(b)  Public liability insurance for third party liability arising in connection with the provision of volunteer services in the relevant jurisdictions; and 

(c)  Medical indemnity insurance to cover volunteer services provided in the relevant jurisdictions. 

(d)  Prior to the commencement of any services under this Agreement and prior to the expiration of any required policy of insurance, Open Heart International shall upon request provide the Volunteer with certificates of insurance evidencing the required coverage. 

(e)  The Volunteer shall notify Open Heart International as soon as it has knowledge or becomes aware of any event arising in connection with this Agreement which the Volunteer believes may give rise to a claim under any insurance policy falling within this clause. 

(f)   These insurance requirements shall not in any way limit the Volunteer’s indemnity obligations to Open Heart International as set forth elsewhere in this Agreement, nor shall they relieve or decrease the liability of the Volunteer in any way. 

(g)  Open Heart International does not in any way represent that the insurance or limits of insurance specified above are sufficient or adequate to protect the Volunteer’s interest or liabilities.  The Volunteer is responsible at its sole expense for providing any additional insurance which it deems necessary to protects its interests. 

5.0 Indemnity 

(a)    Each party (indemnifying party) agrees to indemnify and keep indemnified the other party, its employees, agents and contractors (indemnified party), against all Loss which the indemnified party suffers or incurs or becomes liable to by reason of:

(i)  any breach of any term, undertaking or warranty on the part of the Indemnifying party, or its employees, agents and contractors under this Agreement; or 

(ii) any act of negligence, intentional fraudulent acts or wilful misconduct on the part of the Indemnifying party or its employees, agents and contractors. 

(b)    The benefit of the indemnities provided in this clause 5 by the indemnifying party to the indemnified party's employees, agents and contractors is held on trust by the indemnified party.

(c)    The liability of a party under this agreement (including this clause 5) is reduced proportionately to the extent to which the liability is caused, or contributed to, by the other party.

(d)    To the fullest extent permitted by law, in no event will a party have any liability under this Agreement for any indirect or consequential losses or damages, whether by way of lost profit, lost savings, business interruption, punitive damages or other incidental or consequential loss or damages of any kind whatever, regardless of the form of the action.

(e)    This clause 5 survives termination or expiry of this Agreement.

6.0 Intellectual property

(a)   Each party is and remains the sole owner of all documentation (whether in hard copy or electronic form), other physical property and Intellectual Property that they at any time create, provide or supply to the other party in relation to the performance of this Agreement, except where agreed otherwise.

(b)   Each party must at its own expense return, destroy or de-identify any documentation (whether in hard copy or electronic form), other physical property and Intellectual Property of the other party which is in its possession or control if the other party requests it to do so in writing, provided that this does not breach any law.

7.0 Confidential Information

7.1 Patient Confidentiality

(a)   The Volunteer agrees to abide by the relevant professional standards relating to patient confidentiality and patient-professional relationship equivalent to those under Australian law when deployed with Open Heart International.

(b)   The Volunteer will not provide personal information or contact details about themselves to patients or patients family that are receiving treatment by the Volunteer on behalf of Open Heart International.

7.2 Generally

(a)   Each party acknowledges that in performing its obligations and responsibilities under this Agreement, it may acquire and have access to the Confidential Information of the other party.

(b)   For the duration of this Agreement and after termination of this Agreement each party shall:

(i)     use the Confidential Information solely for the purpose of performing its obligations and responsibilities under this Agreement;

(ii)    receive and maintain all Confidential Information in confidence;

(iii)   maintain and store all Confidential Information in accordance with any reasonable procedures prescribed by the other party and continue to maintain and store Confidential Information for the earlier of at least seven (7) years after termination of this Agreement or such other period as required by any relevant law (except to the extent that such Confidential Information must be returned to the other party on termination); and

(iv)   not disclose (directly or indirectly) Confidential Information to any third party or allow any third party to make such a disclosure,

except where:

(v)    the party has received the prior written consent of the other party and this consent has not been revoked (such consent not to be unreasonably withheld);

(vi)   disclosure is required by law or a Regulator, however if a government, Regulator or a court orders or requires the party to disclose Confidential Information of the other party, the party must immediately notify the other party;

(vii)  disclosure is to the party's officers, agents, consultants, reinsurers, employees, legal or accounting advisers and that disclosure is made on a "need to know" basis and in the normal course of business for the purpose of the party meeting its obligations under and in relation to this Agreement; or

(viii) disclosure is made by any party to its Related Bodies Corporate.

(c)   If the Confidential Information is to be disclosed to a third party (including related bodies corporate), the party must have obtained the third party's agreement to keep the information confidential in accordance with terms essentially the same as those in this clause 7.0 and this Agreement (including the third party's subsequent disclosure of the information to other third parties).

(d)   The parties will return all physical or written records containing Confidential Information and all documentation relating to or concerning the Confidential Information including copies of the documentation then in existence regardless of whether the records or documentation were prepared by the party disclosing the Confidential Information, either:

(i)  forthwith on demand; or

(ii) without demand as soon as the same shall no longer be required, whichever is earlier.

(e)   However, each party shall be entitled to retain one copy of the Confidential Information for the purpose of avoiding any future misunderstanding about the extent of the disclosure.

8.0 Termination

8.1 Termination rights

This Agreement commences on the date it is accepted by the Volunteer on the Open Heart International website, or the date it is provided in writing by Open Heart International whichever is earlier.  The agreement continues until:

(a)   terminated by one party giving the other party one (1) month' s prior written notice. Termination occurs at the end of the notice period set out in the termination notice or such other time agreed by the parties; or

(b)  terminated with immediate effect, by Open Heart International giving the Volunteer written notice:

(c)  if a default event occurs, being an event where:

(i)  the Volunteer is alleged to have failed or fails to comply with their obligations under Clause 3.2 in relation to child protection;

(ii) the Volunteer fails to provide the required documentation to enable a criminal history check to be undertaken as and when required by Open Heart International;

(iii) Open Heart International makes a determination in its absolute discretion that the Volunteer is not suitable to provide the services based on criminal history or any other perceived or potential risks;

(iv) the Volunteer engages in conduct in connection with the performance of services under this Agreement which, in Open Heart International’s reasonable opinion, is fraudulent, dishonest, misleading or deceptive, or likely to bring the name of Open Heart International or its Implementing Partners into disrepute.

8.2 Effect of termination

Upon termination of this Agreement:

(a)    any authority provided to the Volunteer by Open Heart International is automatically revoked, except to the extent otherwise specified in this Agreement; and

(b)    nothing operates to discharge either party from its obligations arising under or in connection with this Agreement prior to the date of termination, or expressly provided by this Agreement to subsist following termination of this Agreement, unless otherwise agreed by the parties in writing.

8.3 Obligations after termination

(a)   The parties agree from termination of this Agreement to comply with the following obligations after termination:

(i)  to immediately return any property or equipment used by a party to the owning party,

(ii) to arrange return travel for the Volunteer to their home jurisdiction, such costs to be borne by Open Heart International unless the Volunteer terminates the agreement in which case costs will be paid as agreed between the parties.

(c)    Those terms of this Agreement which by their nature should continue to operate after termination shall continue to the extent relevant, in particular but not limited to, this provision and the provisions dealing with Confidential Information, Indemnity and Images used for promotional purposes.

9.0 Variation, waiver and review

(a)   Unless otherwise provided for in this Agreement, this Agreement can only be varied if both parties agree to the variation in writing.

(b)   A waiver of a provision of this Agreement or a right or remedy arising under this Agreement can only be made in writing that is signed by or on behalf of the party granting the waiver.

10.0 Miscellaneous

(a)   Except as otherwise provided in this Agreement, each party shall bear its own expenses of performing its obligations under this Agreement.

(b)   The parties may not assign, transfer or novate their rights and obligations under this Agreement without the other party's prior written consent.

(c)   If any provision of this Agreement is held to be invalid or unenforceable in any way the remaining provisions shall not be affected and this Agreement shall be construed so as to most nearly give effect to the intentions of the parties at the time it was executed.

(d)   If any statute or regulation relevant to the construction of this Agreement is amended or replaced, this Agreement shall be read as though the amended or new statute or regulation were incorporated in it.  If this produces any ambiguity, this Agreement shall be construed so as to most nearly give effect to the intentions of the parties at the time it was executed.

(e)   The rights and remedies of a party under this Agreement do not exclude any other right or remedy provided by law.

(f)    This Agreement is governed by the law of the State of New South Wales. Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction there.

(g)   This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.

(h)   Unless otherwise specified, this Agreement contains the entire agreement between the parties with respect to its subject matter.  It sets out the only conduct relied on by the parties and supersedes all earlier conduct and prior agreements and understandings between the parties in connection with the subject matter.

11.0  Definitions

In this document, unless the context otherwise requires:

(a)    Confidential Information means: 

(i)  this Agreement, and 

(ii) all information provided by a party to the other party in relation to or in connection with this Agreement or received or generated by a party in relation to or in connection with this Agreement, but excluding such information where it comes to the other party other than in connection with this Agreement, unless it came to them because of a breach of this Agreement or another confidentiality obligation or agreement by them or comes to them other than in connection with this Agreement through a third party who is under no obligation of confidentiality (except where this is as a result of a breach of this Agreement or another confidentiality obligation or agreement by the third party). 

(b)    Delegates means the relevant party's directors, officers, employees, representatives, subcontractors and persons or entities that act for, or are used by, the party in relation to matters covered by this Agreement, but excluding the other party and its Delegates. 

(c)    Implementing Partner means an international aid and development entity or organisation which Open Heart International engages with to implement a development program or project. 

(d)    Intellectual Property means, in relation to a party, that party’s intellectual property and proprietary rights (whether registered or unregistered) including Trade Marks, business, company and domain names, analysis, business methods, trade secrets, data, compilations, operations and affairs, management systems, systems used in the generation of business regardless of format and includes all modifications, permutations or derivations of same in any format.

(e)    Loss means any loss, claim, action, liability, damage, cost, charge, expense, outgoing, payment, dilution in value or deficiency of any kind or charter which a party pays, suffers or incurs or is liable for including, but not limited to: 

(i)     interest and other amounts payable to third parties; 

(ii)    reasonable legal costs and expenses (on a full indemnity basis) incurred in connection with investigating or defending any claim, action or regulatory complaint; and

(iii)   all amounts paid or payable in settlement of any claim or action. 

--END OF AGREEMENT-- 


 
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