Volunteer agrees to participate in certain arrangements (the “Services”) upon the terms set forth
herein. RAMP Foundation, a nonprofit charitable organization with its principal
place of business at 39 Dunn Street, Thomaston, Maine 04861 (“RAMP FOUNDATION”)
accepts the rendering of such services on the terms and conditions set forth

Section 1. Term.

This Agreement will
become effective on the Effective Date and will continue in effect until the
earliest to occur of (A) Volunteer notifying RAMP FOUNDATION in writing that
Volunteer intends to discontinue his/her volunteer services; (B) RAMP
FOUNDATION notifying Volunteer in writing that RAMP FOUNDATION intends to
discontinue the volunteer services; or (C) such earlier termination date as
agreed to in writing by the Parties (“Term”).

Section 2. Relationship of Parties.

and Volunteer agree that the relationship created by this Agreement 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 between the Parties. Volunteer is responsible
for providing at his/her own expense evacuation, disability, unemployment, workers’
compensation, and other insurance, training, permits, and licenses for
himself/herself and is not entitled to any of the rights or benefits afforded
to RAMP FOUNDATION employees, including disability, unemployment, workers’
compensation, medical or other insurance, vacation or sick leave or any other
employee benefit. 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 RAMP FOUNDATION, whether for sick leave or any other
employee benefit. 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 RAMP FOUNDATION, whether express or implied, or to
bind RAMP FOUNDATION in any respect whatsoever.

Section 3. Services to Be Performed by

If accepted as a
volunteer by a third-party resettlement agency or similar organization,
Volunteer has the opportunity to apply for travel arrangements at RAMP Foundation
for a short-term assignment at the location of said third-party resettlement
Section 4. Compensation and Expense Reimbursement.

4.1 Compensation.

Volunteer and RAMP
FOUNDATION agree that no compensation will be paid to volunteer.

4.2 Reasonable Travel Expenses.

RAMP Foundation will
cause third parties to

(A) arrange
airline/train/bus tickets for Volunteer or reimburse Traveler for mileage if a
private vehicle is used during volunteer assignment.

(B) arrange hotel
accommodations for the duration of the assignment that includes breakfast; and

(C) issue an “expense”
credit card to volunteer to cover the cost of meals and local public

Unless specifically
agreed to in advance in writing, RAMP FOUNDATION is not responsible for any
other expenses paid or incurred by Volunteer in performing the Services.

Section 5. Confidentiality.

5.1 “Confidential
Information” means any information relating to or disclosed during the Term
which is or should be reasonably understood by Volunteer to be confidential or
proprietary to RAMP FOUNDATION or any of its partners, consultants, or other
volunteers, including, but not limited to, the material terms of this
Agreement, contact information of individuals volunteering with or providing
services to RAMP FOUNDATION, contact information of individuals or
organizations partnering with or receiving services from RAMP FOUNDATION,
information regarding services provided by or to RAMP FOUNDATION, technical
processes and formulas, source codes and other software, usernames and
passwords required to access online tools in connection with RAMP FOUNDATION
activities, unpublished financial information, fundraising data for both RAMP
FOUNDATION and its partners, and other sensitive facts, matters, documents,
files or other materials acquired in the course of performing the Services.
Confidential Information does not include information (a) independently
developed by Volunteer before access to RAMP FOUNDATION’s Confidential
Information; (b) generally known to the public through no act or omission of
Volunteer; or; (c) obtained by Volunteer from any third party not owing to any
confidentiality obligation to RAMP FOUNDATION; provided that (i) no such
exception shall apply except to the extent demonstrated by Volunteer; and (ii)
only the specific information that meets the exclusion shall be excluded and
not any other information that happens to appear in proximity to such excluded
portion (for example, a portion of a document may be excluded without affecting
the confidential nature of those portions that do not themselves qualify for

5.2 Obligations.
Volunteer acknowledges that Confidential Information may be disclosed during
this Agreement. Volunteer agrees that s/he will (a) not disclose the
Confidential Information to anyone except to perform Volunteer’s obligations
hereunder; (b) take steps that are substantially equivalent to the steps s/he
takes to protect his or her proprietary information (and in any event no less
than reasonable steps), during the Term, and for five (5) years following
expiration or termination of this Agreement, to prevent the duplication or
disclosure or access to the Confidential Information, by any third party; and
(c) use the Confidential Information only to perform the Services. Volunteer
may disclose Confidential Information required to be disclosed by law; provided
that s/he shall (i) notify RAMP FOUNDATION promptly upon learning about any
court order or other legal requirement that purports to compel disclosure of
any Confidential Information; and (ii) cooperate with RAMP FOUNDATION (at RAMP
FOUNDATION’s expense) in the exercise of RAMP FOUNDATION’s right to protect the
confidentiality of the Confidential Information before any tribunal or
governmental agency. Disclosure of Confidential Information according 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 Volunteer would cause not only financial harm but
irreparable harm to RAMP FOUNDATION, and that monetary damages will not provide
an adequate remedy. In the event of a breach or threatened breach of this
Agreement by Volunteer, RAMP FOUNDATION shall, in addition to any other rights
and remedies it may have, be entitled (without the necessity of posting any
bond or surety) to an injunction restraining Volunteer from disclosing or
using, in whole or in part, any Confidential Information.

Section 6. Representations.

Volunteer hereby
represents and warrants: (a) RAMP FOUNDATION is not a provider of resettlement
services. (b) No Services provided by Volunteer will violate any employment or
contract obligation Volunteer has to any third party.

Section 7. Intellectual Property.

“Work Product” means
all software, reports, documentation, and other work product created in whole
or in part or delivered by Volunteer in preparation for or performing or
otherwise the course of the Services. Volunteer hereby assigns to RAMP
FOUNDATION all right, titles, and interests in and to all such Work Product and
all intellectual property rights therein as of the date, such Work Product is
created. Volunteer agrees that RAMP FOUNDATION shall be entitled to exploit all
such Work Product without any requirement to compensate Volunteer. Volunteer
represents and warrants that s/he has sufficient rights to use and deliver all
Work Product and to assign all rights to such Work Product to RAMP FOUNDATION.
Without limiting the foregoing, Volunteer represents and warrants that all Work
Product delivered hereunder by Volunteer will be Volunteer’s original works of
authorship. Without the express written consent of RAMP FOUNDATION, Volunteer
shall not incorporate into any Work Product any third-party material or third-party
intellectual property.

Section 8. Compliance with Law.

Volunteer agrees that
in rendering Services under this Agreement, Volunteer will neither undertake
nor cause or permit to be undertaken any activity which, to Volunteer’s
knowledge or through reasonable inquiry, is unlawful under the laws of the
United States of America, or any state within the United States in which
Services will be performed, and/or any other country in which Services will be

Section 9. Liability.

9.1 Volunteer will
perform the Services hereunder entirely at his or her own risk and agrees to
hold RAMP FOUNDATION, its trustees, employees, directors, officers,
contractors’ agents, affiliates, and successors harmless for any injury, loss,
damages, or expenses of any nature sustained by Volunteer in rendering Services
under this Agreement.

9.2 Volunteer hereby
agrees to indemnify and hold harmless RAMP FOUNDATION, its trustees, employees,
directors, officers, contractors agents, affiliates, and successors from and
against any damages, liability, or expenses (including without limitation,
attorneys fees) arising from (1) any breach by Volunteer of any provision of
this Agreement; or (2) any negligent act or omission or any intentional tort
committed by Volunteer.

Section 10. Publications, Photographs,
and Other Materials.

Volunteer agrees to
not represent himself/herself as a spokesperson or representative for RAMP
FOUNDATION for any reason without prior approval. Volunteer agrees that RAMP
FOUNDATION may publish information regarding Volunteer and Volunteer’s
contributions to RAMP FOUNDATION in RAMP FOUNDATION materials, reports, and
publications. Volunteer grants and conveys all rights, title, and interest in
any and all photographs, images, video, or audio recordings of Volunteer or
Volunteer’s likeness or voice made by RAMP FOUNDATION in connection with
Volunteer providing the Services to RAMP FOUNDATION.
Section 11. Conflict of Interest.
RAMP FOUNDATION’s support of volunteers does not in any way endorse the
volunteer’s place of employment, personal business, or personal interest.
Volunteer agrees to comply with RAMP FOUNDATION’s conflict of interest policy
and, without limiting the foregoing, hereby agrees to refrain from:
• Using his/her involvement as a volunteer to formally or informally market
services to potential clients
 • Soliciting clients through any phone/personal interactions or at any
support or education program sponsored by RAMP FOUNDATION.
• Distributing unrelated marketing materials at any event or education program
including business cards, brochures, magnets, pens, etc.
• Utilizing names of participants of any event or program sponsored by RAMP
FOUNDATION, outside of that event or program, to market themselves or their
place of employment.

Section 12. Ramp Foundation Policies and

Volunteer shall be
responsible for complying with all RAMP FOUNDATION policies applicable to
volunteers, which shall be communicated to Volunteer by RAMP FOUNDATION.

Section 13. Choice of Law.

This Agreement will be
governed by the laws of the State of Maine without reference to its conflicts
of law provisions.

Section 14. Entire Agreement.

This Agreement
supersedes any and all prior oral and/or written discussions, agreements,
and/or promises, if any, between the Parties. Upon acceptance of a specific
volunteer assignment, Volunteer will agree to additional specific terms that
will be incorporated into this Agreement. This Agreement cannot be amended
except in writing.