UPLIFT Foundation

VOLUNTEER SERVICES AGREEMENT

This Volunteer Services Agreement (“Agreement”) is entered into as of the date of last signature below (the “Effective Date”) by and between:

The UPLIFT Foundation, Inc., an Oregon nonprofit corporation with principal offices located at 3605 Lilligard Ln S, Salem, Oregon 97302 (“The Foundation” or “UPLIFT”), and

(“Volunteer”).

Collectively, the Foundation and Volunteer may be referred to as the “Parties” or individually as a “Party.”

1. Nature of Relationship

1.1 Voluntary Services. Volunteer agrees to donate their time, services, and expertise to The Foundation on a purely voluntary basis. No compensation, salary, wage, or benefits will be provided. This is not an employment relationship.

1.2 At-Will Participation. Either Party may terminate this Agreement at any time, with or without cause, and with or without prior notice.

2. Scope of Volunteer Services

2.1 Assigned Duties. Volunteer shall perform the following duties under the supervision and direction of UPLIFT staff:

  • Teaching or assisting in classroom instruction related to technical and/or professional development curriculum.

  • Participating in mentoring sessions and working groups for cohort students.

  • Supporting the mission and vision of the Foundation in a positive and professional manner.

2.2 Time Commitment. Volunteer agrees to commit a reasonable number of hours as mutually agreed upon with UPLIFT staff.

2.3 Compliance. Volunteer agrees to comply with all applicable UPLIFT policies, procedures, guidelines, and codes of conduct, as may be modified from time to time.

3. Confidentiality & Proprietary Information

3.1 Confidential Information. Volunteer may be exposed to confidential and proprietary information relating to students, donor relationships, curriculum, partner organizations, technical content, and internal operations (collectively, “Confidential Information”). Volunteer agrees not to disclose, reproduce, or use such information for any purpose other than in service of UPLIFT’s mission.

3.2 Survival. This duty of confidentiality shall survive the termination of this Agreement and continue in perpetuity.

4. Restrictions on Use of Role and Relationships

4.1 No Personal Gain. Volunteer shall not use their position, access, or relationships within UPLIFT to solicit personal gain, employment, business opportunities, or financial benefit of any kind.

4.2 No Student Poaching.
Volunteer shall not, during the term of this Agreement or for a period of five (5) years thereafter, directly or indirectly solicit, recruit, hire, or attempt to solicit, recruit, or hire any current or former UPLIFT student, cohort participant, or program graduate for any personal, professional, academic, or business opportunity outside the scope of UPLIFT Foundation programs.
This restriction applies regardless of whether the relationship originated through UPLIFT or elsewhere and is essential to preserving the integrity of the program and its outcomes.

4.3 No Partner Interference. In the event UPLIFT facilitates introductions or job placements between a Volunteer and any UPLIFT partner, employer, or donor organization:

  • Volunteer shall not negotiate independently for employment, contracts, or compensation with such partners.

  • UPLIFT shall retain the exclusive right to represent all students, volunteers, and associated personnel in job placement, staffing, and partner communications.

  • Volunteer shall direct all such inquiries to UPLIFT leadership.

5. Code of Conduct & Communication

5.1 Standards of Conduct. Volunteer shall:

  • Treat students, staff, and fellow volunteers with dignity, professionalism, and respect.

  • Abide by UPLIFT’s coaching model which prioritizes safety, encouragement, and equity.

  • Avoid any conduct which could be perceived as coercive, discriminatory, inappropriate, or unprofessional.

5.2 Communication Boundaries. Volunteer agrees that they shall not initiate or engage in off-hours, personal, or private one-on-one communication with any student or staff member of the opposite gender, unless expressly approved in writing by the Executive Director.

6. No Agency or Authority

Volunteer shall not act as an agent of The Foundation, nor shall they have any authority to bind, commit, or obligate UPLIFT in any contractual or financial matter.

7. Conflict of Interest

Volunteer represents that they have no current or foreseeable conflicts of interest in rendering services to The Foundation. Volunteer shall notify UPLIFT in writing of any potential conflict that may arise during the term of this Agreement.

8. Intellectual Property

Any curriculum, documentation, content, or media created by Volunteer during the course of services rendered to UPLIFT shall be considered “work made for hire” and shall be the sole and exclusive property of The UPLIFT Foundation.

9. Assumption of Risk & Waiver of Liability

Volunteer understands that participation in UPLIFT activities may involve physical, technical, or emotional risk, and hereby assumes all such risks voluntarily. Volunteer waives and releases The UPLIFT Foundation and its directors, officers, staff, and affiliates from any and all liability, claims, or demands arising from or relating to participation in volunteer activities, except in cases of gross negligence or willful misconduct.

10. Indemnification

Volunteer agrees to indemnify, defend, and hold harmless The UPLIFT Foundation and its officers, directors, employees, and agents from any and all claims, losses, or liabilities arising out of the Volunteer’s negligence, misconduct, or breach of this Agreement.

11. Dispute Resolution and Governing Law

11.1 Arbitration. Any dispute arising from this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Salem, Oregon.

11.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of law principles.

12. Miscellaneous

12.1 Entire Agreement. This Agreement constitutes the full and complete understanding of the Parties and supersedes all prior agreements or understandings, oral or written.

12.2 Amendments. No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.

12.3 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remainder shall remain in full force and effect.

12.4 Survival. Sections 3 (Confidentiality), 4 (Restrictions), 7 (Conflicts), 8 (Intellectual Property), 9 (Waiver), 10 (Indemnification), and 11 (Dispute Resolution) shall survive termination of this Agreement.

13. Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Clear Signature

Executive Director
The UPLIFT Foundation