Welcome YPAD Warrior!
We are so excited to be working with you! Y.P.A.D. is a pioneering dance activism undertaking that is the first of its kind on a global level. By educating those who hold powerful influence over our youth and their parents, we can change the landscape of dance and implement cohesive practices to protect and advocate for the emotional, physical and sexual health and safety of our children and teens. We hope not only to change dancers’ lives but to open the hearts and minds of the educators by equipping them with the awareness and resources they need to make this mission a priority. Ultimately we hope our efforts will lead to gender equality and true empowerment for generations to come.
The following document is a “Volunteer Contributor Agreement” that we hope will serve two important purposes. It will clarify our as well as what our respective roles will be. We feel this is important to do before we start working together. Second, this document will provide Y.P.A.D. with the legal standing and protections it needs as it moves forward.
Here’s a quick, overly simplified breakdown of what the Volunteer Contributor Agreement includes (I’ve included section titles for easy reference):
- VOLUNTEER’S ROLE – This section outlines of your role as a volunteer and an acknowledgement that you’ll be working on a volunteer basis.
- CONFIDENTIALITY AND CONFLICTS OF INTEREST – For the certification development process to work, there needs to be built-in trust. We need to be able to communicate and share information freely between us. This section describes the expectations and responsibilities related to keeping information confidential and to acting in Y.P.A.D.’s best interests.
- COMMUNICATIONS – This section lays out Y.P.A.D.’s public communications structure and your responsibilities in the event you want to need to speak on Y.P.A.D.’s behalf.
- COPYRIGHT – Y.P.A.D. will need to own all the copyright to the curriculum material. This section contains your agreement that the copyright in your contributed materials will belong to Y.P.A.D. and that, if necessary, you will sign documentation to help make that happen.
- REMEDIES AND JURISDICTION & MISCELLANEOUS – These sections contain the outline of our respective rights and responsibilities on contractual issues like remedies for breach of the agreement, jurisdiction, alternative dispute resolution, amendments, assignment and other boilerplate provisions.
If you have ANY questions, concerns or feel uncomfortable in any way with any aspect of the Agreement, please reach out! Y.P.A.D. is an ambitious undertaking filled with political push back and challenges simply from a funding and activist perspective. Due to these facts we want to make every effort to maintain harmony and honest communication with our valuable contributors to ensure all involved feel comfortable with the Agreement and our relationship as we move forward. Thank you!!!
Leslie Scott- YPAD Founder
VOLUNTEER CONTRIBUTOR’S ROLE
Volunteering to participate in the development of Y.P.A.D.’s programs provides an opportunity for Contributor to work with like-minded peers to help keep youth healthy and safe in dance.
Contributor acknowledges and agrees that:
- All services and Work (as defined below) described in this Agreement are being provided to Y.P.A.D. by Contributor on a volunteer basis,
- Y.P.A.D. will not be providing Contributor any monetary compensation for such services and work,
- Y.P.A.D. will not be reimbursing any expenses incurred by Contributor (unless Y.P.A.D. has provided prior written approval for reimbursement of the same),
- Contributor is not an employee of Y.P.A.D. or any affiliated organization or person, and
- The networking opportunities and professional recognition afforded by Contributor’s volunteer services constitute good and valuable consideration here under.
As part of Contributor’s volunteer efforts for Y.P.A.D., Contributor may engage in or produce (either alone or in conjunction with others) strategic planning, idea/curriculum concept development, document preparation, plan, standard, text, guide or other writings, graphic design, illustration, social media content, video production, technique development, testing or assessment material development, as well as the production of other materials that support the development of the Y.P.A.D. Certification Curriculum, the Curriculum materials themselves or methods for implementing or delivering the same, (including updates and revisions thereof) (collectively or individually, Contributor’s “Work”).
Contributor warrants and represents that this Work shall be wholly original, except as to matters within the public domain or for which Contributor has legally obtained the right to use or adapt the same, and that Contributor has not and shall not infringe upon any intellectual property rights or violate any laws in the performance of this Agreement.
CONFIDENTIALITY AND CONFLICTS OF INTEREST
As part of Contributor’s volunteer service to Y.P.A.D., Contributor may have access to, or receive, information that is proprietary or confidential. For purposes of this Agreement, “Confidential Information” includes, but is not limited to: trade secrets, employee, Board or Y.P.A.D. member data, information related to the operations, strategies or plans of Y.P.A.D. or of other firms, companies or individuals that is otherwise personal, proprietary, private or sensitive in nature. Confidential Information does not include information that (i) is already known to Contributor at the time of its disclosure; (ii) is, as of the time of its disclosure, generally available to the public, or later becomes generally available to the public through no wrongful act of Contributor; (iii) is received by Contributor without restriction as to use or disclosure by a third party not known by Contributor to be under a confidentiality obligation to Y.P.A.D. or its members; (iv) is approved for release by prior written authorization of Y.P.A.D.; (v) is furnished by Y.P.A.D. to a third party without restriction on the third party’s right of disclosure or (vi) is disclosed pursuant to any judicial or governmental requirement or order; provided, however, that Contributor notifies Y.P.A.D. in writing of such required disclosure as much in advance as practicable in the circumstances and cooperates with Y.P.A.D. to limit the scope of or prevent such disclosure.
Confidential Information is the property of Y.P.A.D. and Contributor must consider all information received or discussed during Y.P.A.D. related communications as confidential, and Contributor may not use or disclose any such information without prior express written permission from Y.P.A.D.
The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Contributor’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Y.P.A.D. sends Contributor written notice releasing Contributor from this Agreement, whichever occurs first.
In addition to Contributor’s agreement to the nondisclosure provisions above, Contributor also acknowledges and agrees to disclose any actual, potential or perceived conflicts of interest to Y.P.A.D. Specifically, where a matter is the subject of discussion that may result in a personal financial benefit/opportunity to Contributor or his/her firm or affiliates, the conflict of interest should be disclosed to Y.P.A.D. and Contributor should not participate in the discussion or vote on matters related to the same.
To streamline efficiency, avoid duplication of effort and maintain messaging consistency, all activities and communications should be coordinated as effectively as possible. It is also important that statements to the press or communications with outside groups that could result in published statements attributed to Y.P.A.D. be reviewed for conformity with Y.P.A.D.’s mission and overall messaging strategy. The responsibility for these functions has been delegated to Leslie Scott, the E.D.I.F.Y. Movement Board of Directors, and designated members of Y.P.A.D.’s Certification Program Steering Committee. Press releases and communications with third parties on behalf of Y.P.A.D. must vetted through one of the parties mentioned above, unless Leslie Scott has provided prior written approval for handling any such communications.
Contributor should not engage in, promote, or participate in any activities that could reasonably be anticipated to discredit or result in damage to Y.P.A.D.’s reputation or otherwise discredit Y.P.A.D.’s core standards and mission. When participating in activities on behalf of Y.P.A.D., Contributor will act in a professional manner at all times.
To the extent that any Work created by a Contributor shall constitute or contain copyright able subject matter, the Work shall be considered a specially commissioned “work made for hire” for the benefit of Y.P.A.D. to the fullest extent accorded the definition of those terms under the Copyright Laws of the United States, Title 17, United States Code § 101. Accordingly, all of the rights comprised in the Work and any updates to or revisions of the Work shall vest in Y.P.A.D., and its successors and assigns, as the sole and absolute owner.
Without limitation of the foregoing, Contributor agrees to assign and hereby assigns the Work, the copyright and all other right, title and interest in and to the Work to Y.P.A.D., and Contributor agrees to promptly execute any and all documents necessary or desirable to effectuate or otherwise evidence such assignment. Accordingly, all of the rights comprised in the Work and the updates to the Work shall vest in Y.P.A.D., and its successors and assigns, as the sole and absolute owner. Y.P.A.D. shall have the sole right and power to apply for any and all copyrights in its name, in order that all copyrights so obtained shall vest in Y.P.A.D., including the copyrights for any renewed or extended terms now or hereafter authorized by law. Whenever requested by Y.P.A.D., Contributor shall perform such acts and sign all documents and certificates that Y.P.A.D. may reasonably request in order to fully carry out the intent and purposes of this Paragraph.
Y.P.A.D. acknowledges and agrees that Contributor does not need specific, written authorization to retain the copyright or other intellectual property rights for works that Contributor creates independently outside of the scope of the Work for Y.P.A.D.
REMEDIES AND JURISDICTION
The Parties acknowledge and will not contest that an unauthorized disclosure of Confidential Information, or other violation or threatened violation of this Agreement by Contributor will cause irreparable damage to Y.P.A.D. Contributor agrees that Y.P.A.D. will be entitled to seek an injunction prohibiting the Contributor from any such disclosure, attempted disclosure, violation or threatened violation without the necessity of proving damages. All remedies available to Y.P.A.D. by reason of a breach by Contributor of this Agreement are cumulative, none is exclusive, and all remedies may be exercised concurrently or consecutively at Y.P.A.D.’s option.
This Agreement is governed by and will be construed in accordance with the laws of the State of California. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Los Angeles, California and shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, as noted above. The Parties agree to the exclusive venue and jurisdiction of the courts of the State of California. This Agreement and each Party’s obligations shall be binding on the representatives, assigns, and successors of such Party.
If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the Parties. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both Parties. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. This Agreement, and all of Contributor’s rights and duties hereunder, shall not be assignable or delegable by Contributor. Any purported assignment or delegation by Contributor in violation of the foregoing shall be null and void and of no force and effect. Y.P.A.D.’s rights and duties under this Agreement may be assigned by Y.P.A.D. to a person or entity that is an affiliate or a successor in interest to substantially all of the business operations of Y.P.A.D., E.D.I.F.Y. Movement and/or Leslie Scott. Upon such assignment, the rights and obligations of Y.P.A.D. hereunder shall become the rights and obligations of such affiliate or successor person or entity.