WHEREAS, ACS is a charitable organization that seeks to empower Arkansas filmmakers, promote film appreciation, and educate the community about the cultural benefits of film, among other charitable purposes (the "Mission"); and
WHEREAS, Volunteer desires to provide volunteer services to ACS in furtherance of the Mission as an independent contractor, and ACS desires to accept such volunteer services, all based on the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the promises and the covenants and agreements herein, intending to be legally bound, the parties agree as follows:
1. Volunteer Service. Volunteer shall be a volunteer of ACS and shall provide such volunteer services in furtherance of the Mission as directed by ACS, all based on the terms and conditions contained herein. Volunteer acknowledges Volunteer's execution of this Agreement is a material inducement to ACS to allow Volunteer to provide the volunteer services contemplated hereby and such allowance is valuable consideration to Volunteer.
2. Term. This Agreement and the relationship created hereby shall be terminable by either party at will.
3. Relationship; Authority. Volunteer is retained by ACS only for the purposes and to the extent set forth in this Agreement and, during the term hereof, Volunteer's relationship to ACS shall be that of an independent contractor, and accordingly Volunteer is not an employee of ACS and ACS has no authority over Volunteer commensurate with employment. Volunteer shall have no authority (actual, apparent or implied) to bind or commit ACS to any act or action, or grant or withhold the consent or approval to any act or action on behalf of ACS, without prior written approval of ACS. Volunteer acknowledges and agrees Volunteer shall not be entitled to any compensation or benefits accruing to employees of ACS, including without limitation health insurance, retirement plans or workman's compensation insurance.
4. Compliance with Laws and Rules. Volunteer shall comply with all applicable federal, state and local laws, statutes and regulations.
5. Confidential Information. Volunteer shall not at any time, during the Term or thereafter, or in any manner, directly or indirectly, use or disclose to any party, other than as necessary to render services to ACS pursuant to this Agreement, any Confidential Information (defined below) of ACS related to the Mission and/or services. As used herein, the term "Confidential Information" means information, in any form or medium, and any derivative thereof, disclosed to or known by Volunteer as a consequence of its engagement with ACS and not generally known in the industry in which ACS or Volunteer is engaged and that in any way relates to ACS's products, processes, services, inventions (whether patentable or not), formulas, trade secrets, techniques or know-how, including, but not limited to, information relating to corporate sales manuals and sales literature, ACS's manager event manuals, contracts, formulas, sales projections, advertising, lengths of events, manufacturers' representatives lists, employee and independent contractor lists, customer lists, prospect lists, research, development, purchasing, accounting, marketing, selling and any credit card, debit card or other
information concerning any donee or patron of ACS..
6. Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by Volunteer.
7. Miscellaneous. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All nouns, pronouns and any variations thereof used in this Agreement shall be deemed to refer to the masculine, feminine, neuter, singular and plural as the context may require. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein and may not be modified orally, but only by a writing subscribed by the party charged therewith. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. This Agreement supersedes all prior agreements and understandings (whether oral or written) between the parties with respect to such subject matter.
8. Release. Volunteer does hereby irrevocably and unconditionally release, acquit and forever discharge ACS, in any and all capacities, of and from all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, controversies, liens, contracts, obligations, agreements, promises, liabilities, rights, damages, judgments, executions, losses, costs, expenses, claims and demands of any nature whatsoever, in any jurisdiction whether at law or in equity, known or unknown, suspected or unsuspected, fixed or contingent, which Volunteer and/or the heirs, executors, administrators, successors and assigns of Volunteer hereafter can, shall or may have against ACS, upon or by reason of any manner, cause or thing with respect to the services provided by Volunteer pursuant to this Agreement.
9. Indemnity; Insurance. Volunteer agrees to indemnify, defend and hold ACS, its officers, directors, members, managers, owners, employees, representatives, agents, successors and assigns (collectively, "ACS Parties") harmless from and against any and all claims, causes of action, liabilities, damages, judgments and other costs and expenses (including reasonable attorneys' fees) (collectively, a "Claim") suffered or incurred by any of them arising out of or on account of Volunteer's fraud, negligence or willful misconduct in the performance of the volunteer services contemplated herein. In addition, in the event there is an accident in the performance of volunteer services under this Agreement resulting in a Claim, Volunteer and Volunteer's insurance carrier will be solely liable for any such Claim, including without limitation, any Claim resulting from bodily harm, death or damage to any property, automobile, pedestrian, or otherwise. If Volunteer's services to ACS hereunder include operation of a motor vehicle, Volunteer agrees to maintain liability insurance required for the operation of a motor vehicle in accordance with Arkansas law at all times during the performance of such services and for a period of three (3) years thereafter.