Learn what clauses to put in a volunteer agreement to best protect your company.
Volunteers are used by businesses for a variety of reasons. Nonprofit organizations, for example, routinely use a large number of volunteers to help with their activities. Even for-profit organizations regularly provide unpaid internships or externships to enthusiastic applicants looking to learn a new skill, network, or add important experience to their résumé.
If your firm is employing or contemplating hiring volunteers, there are some interests you may wish to safeguard, even from individuals who are providing services to your company for free. On the one hand, you don't want to insult or alienate anyone who is assisting your business in any manner, especially if they are not getting compensated. This article, on the other hand, addresses several issues you might wish to address, including volunteers. If any of the issues listed below are very important to you, you or your legal counsel should draft a standard agreement that each volunteer must sign and return (the Volunteer Agreement)
Having a volunteer sign a contract that cannot be enforced is useless. Every contract requires both parties to receive something of value, commonly referred to as consideration, in order to be legally binding (see Consideration: Every Contract Needs It). Because most contracts include the exchange of money for an item, a service, or a right, this is typically not a problem. Because volunteers aren't compensated, your contract must first demonstrate that they're getting something in return for their time.
As an example, take the following description of the compensation given to volunteers who worked for a for-profit life coaching company:
"The Parties acknowledge and agree that the Volunteer will receive significant benefits as a result of the Volunteer's performance of the Volunteer Services, including, but not limited to, I administrative and support training in a professional environment, (ii) marketing experience, (iii) complimentary attendance at Company events, and/or (iv) training in writing skills and other creative disciplines."
When drafting this portion of the agreement, feel free to be thoughtful and imaginative. Your explanation of the volunteer's advantages should be as thorough, broad, and meaningful as possible, making it simpler to show that the parties legitimately transferred valued consideration in good faith.
Volunteers, like regular workers, frequently have access to non-public, confidential information that your organization may want to keep private for a variety of reasons. Even nonprofit organizations have an incentive to keep their secret information (such as client lists, suppliers, financial information, personnel data, know-how, and processes) safe from the private sector and others.
Furthermore, extra legal requirements for the protection of sensitive information may exist in your business. If your company is in the healthcare industry, for example, your Volunteer Agreement may need to include explicit references to HIPAA rules for the security of patient information.
Protecting Company Property
Volunteers may be able to enhance or establish new procedures, or even innovations, that can benefit your company as a result of their service. This is especially problematic in the technology industry, where companies want to be absolutely confident that they control all intellectual property rights to everything generated by their employees. If this is a problem for you, your Volunteer Agreement should include a proprietary rights section that requires your volunteers to surrender to your firm all intellectual property rights that may attach to their work output automatically (and forever). See How to Protect Your Intellectual Property Rights in Contractor-Created Works for more information on this issue.
Furthermore, your agreement might ask volunteers to return any business property in their possession (for example, papers, equipment, keys, memoranda, CDs, and so on) either before or after their services end.
During their tenure with a firm, volunteers, like normal employees, typically form deep, good working connections. You may be concerned that volunteers may take advantage of such connections by approaching your workers, contractors, or other representatives after they leave. Include a typical non-solicitation provision in your Volunteer Agreement if you have any such worries.
Volunteers are frequently viewed as a valued commodity due to the unusual nature of working for a company without remuneration; as a result, one would assume that they would be less inclined to trash the firm after their leave than a normal employee. However, because no one can foresee the reasons behind a person's departure, whether they're a paid employee or a volunteer, feel free to include a non-discrimination clause.
Your Volunteer Agreement must state that volunteers are not regarded "workers" for legal purposes, and that your firm will not be liable for paying any taxes on behalf of any volunteer, just as it does when hiring independent contractors. The following are some examples of clauses:
Nothing in this Agreement creates or should be construed as creating an employment relationship, partnership, joint venture, or agency relationship between the Company and its affiliates on the one hand, and the Volunteer on the other, or entitling the Volunteer to control the Company's or any of its affiliates' conduct of business in any way.
Returns on taxes. The Volunteer is responsible for filing all applicable tax returns and reports on the assumption that he or she is a volunteer rather than an employee. All relevant taxes, including federal, state, and local income taxes, must be paid in full by the Volunteer in connection with the Volunteer's performance of any Volunteer Services under this Agreement. On behalf of or in relation to the Volunteer, the Company will not pay any unemployment or workers' compensation taxes or premiums.
Ensuring Compliance With Restrictive Covenants
Confidentiality, assignment of property rights, non-solicitation, and non-disparagement are all terms used to describe limitations on the volunteer's future activity. Given that volunteers labor for no pay, you'll have to be creative when it comes to incorporating consequences and penalties in your Volunteer Agreement that are convincing enough to drive the volunteer to follow these rules to the letter.
Drafting Your Volunteer Agreement
If you don't have access to a corporate counsel to help you create your Volunteer Agreement, use the instructions in How to Draft a Letter Agreement or an MOU and Ten Tips for Making Solid Business Agreements and Contracts.
Presenting the Agreement to Your Volunteers
It's important to remember that you should have each volunteer sign your Volunteer Agreement before they start working for your company. Given that volunteers are volunteering their time and effort to your organization, delivering such an agreement to them might be a touchy subject. Always remember, though, to portray the agreement in the most casual and regular manner possible. Explain that it's a typical administrative paperwork that all volunteers must sign if necessary. And if things get too much for you, you can always blame it on your attorneys – that generally works.
Yoel Molina, Esq. (AKA “Mo”)
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Yoel “Mo” Molina, I am a lifelong resident of Miami, Fl. I am a graduate of Miami Senior High, Class of 1992, Georgia Institute of Technology, B.S. 1997 and University of Maine School of Law, J.D. 2001. I have been practicing law in Miami Since 2001. I am a former training prosecutor in the Miami-Dade State Attorney’s Office. I have experience in jury trials, appeals, and administrative hearings. I have appeared before judges across the State. My experience ranges from civil litigation matters, collection matters, foreclosure, business and corporate, contracts, real estate, leases and employment matters..
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"My name is Anastasia Yecke Gude and I am the owner of Healing Hands Therapeutic Massage LLC. In the process of my company’s growth and expansion, I suddenly found myself a few weeks ago in need of a 1099 contractor agreement, and I needed it ASAP. As in, the very next day! I contacted the Law Office of Yoel Molina and his assistant put me in touch with Mo. I sent him what I had drafted up and he replied within a few hours with suggested revisions and clarifications, as well as a few insights I had not even considered. I was thoroughly impressed by the quality of work he provided, especially considering the time crunch I put him in (sorry, Mo!). I definitely recommend his services to anyone in need of a good contract attorney, and I will be calling him again for future work…hopefully in less of a rush next time!"