Volunteer Agreement
Adam Smith Society Chapter Leaders and Chapter Participants
This Volunteer Agreement (“Agreement”) is made between the volunteer (“Volunteer”) who assents to the terms of this Agreement, and Manhattan Institute for Policy Research, Inc. (“MI”), a New York Corporation with its principal place of business at 52 Vanderbilt Ave., Floor 2, New York, NY, 10017, of which The Adam Smith Society (“SmithSoc”) is a program (together the “Parties”). By assenting to this Agreement, the Volunteer acknowledges and agrees to the terms below.
1) Purpose and Scope
SmithSoc aims to provide an educational and social forum where MBA students can learn about and discuss free market principles. This Agreement governs the relationship between the Volunteer and MI through SmithSoc, whether serving as a Chapter Leader or Chapter Participant.
The term of this Agreement begins when assented to by the Volunteer, and ends either when the Volunteer’s agreed-upon term as a volunteer concludes, or when either MI or the Volunteer give notice of termination to the other.
2) Definitions
Chapter Leader: A volunteer designated by MI to organize and manage the activities of a SmithSoc campus chapter.
Chapter Participant: A volunteer who participates in SmithSoc campus chapter events and activities..
For avoidance of doubt, the parties agree that each Chapter Leader is also a Chapter Participant, but not every Chapter Participant is a Chapter Leader.
3) Volunteer Status and Relationship
The Volunteer is not an employee, agent, member, or contractor of MI. The Volunteer serves on a strictly volunteer basis and is not entitled to compensation, benefits, or employment rights.
4) Roles and Responsibilities
4.1) Responsibilities of Chapter Leaders
Event Production
Each Chapter Leader volunteers to organize the activities of Chapter Participants at a SmithSoc campus chapter. Each Chapter Leader shall organize such minimum number of educational content events per semester, as agreed in advance with MI staff, and at least one social event. A Chapter Leader may use MI’s approved Speaker’s Bureau for events, in which case MI will compensate the speaker directly and reimburse the speaker for reasonable and appropriate travel expenses. If an event features a speaker outside the approved Speaker’s Bureau, the designated MI program officer must give prior written approval to the Chapter Leader.
Each Chapter Leader shall submit a detailed event report within one day after an event. It is expected that each Chapter Leader will pay for event costs personally, and will thereafter be reimbursed for documented expenses by MI, provided, however, that only costs that are pre-approved or otherwise within the limits set by MI for SmithSoc campus chapter events will be reimbursed. Each Chapter Leader must file a reimbursement request within 30 days of incurring an expenditure, using forms provided by MI and following MI’s reimbursement procedures.
Planning and Roster Management
Each Chapter Leader must submit a fall and a spring plan outlining scheduled SmithSoc campus events and activities. Within 30 days of the beginning of each semester, each Chapter Leader must provide a current roster of Chapter Participants, including names, email addresses, and graduation year. To ensure compliance with relevant privacy laws, this information should be provided using forms provided by MI and following procedures specified by MI.
Support and Training
Each Chapter Leader must participate in training sessions on systems, processes, and event management provided by MI. During such training sessions, MI program officers will provide brainstorming, practical guidance, and advice on mission alignment.
Intellectual Property
Each Chapter Leader may use MI’s trademarks and copyrighted material (“Institute IP”) as outlined in the training from MI staff. No Chapter Leader may exceed the express permission granted during training, and may not grant other individuals any right to make use of Institute IP without MI’s prior written permission.
The Volunteer grants to MI, and its authorized agents, vendors, officers, directors, employees, licensees, affiliates, successors, and assigns the non-exclusive, irrevocable, perpetual, world-wide right and license to use, reproduce, display, perform, edit, create derivative works of, and distribute, in whole or in part, any photographs and/or recordings taken of the Volunteer during SmithSoc campus events and activities, for any purpose, in any and all manner or media now known or hereinafter developed.
Any creative work, ideas, or materials developed by the Volunteer while performing duties for MI under the terms of this Agreement belong to and will be owned by MI as intellectual property, and the Volunteer will assist MI in perfecting and protecting its title to such intellectual property.
4.2) Responsibilities of Chapter Participants
Each Chapter Participant may attend SmithSoc campus chapter events to learn about and discuss free market principles. Each Chapter Participant may also take part in both educational and networking opportunities provided through SmithSoc.
Each Chapter Participant agrees to receive educational materials and marketing communications from MI and its affiliates, as explained in more detail in MI’s Privacy Policy.
5) Code of Conduct
The Volunteer is expected to conduct himself or herself in a manner that reflects the educational mission and free market principles of SmithSoc. Conduct at SmithSoc campus chapter events should be collegial, friendly, and professional. Reasoned and polite disagreement is welcomed, and SmithSoc participants should never treat Chapter Participants or guests rudely or with disdain. Each Chapter Leader is responsible for regulating the conduct of all guests at SmithSoc campus chapter events. A Chapter Leader may require guests, including Chapter Participants, to leave an event if the Chapter Leader determines their behavior is disruptive or otherwise inappropriate.
6) Ending the Relationship
MI reserves the right at any time to withdraw the privileges of the Volunteer, as well as all other rights under this Agreement, if the Volunteer violates the Code of Conduct (above), fails to demonstrate alignment with MI’s mission and values, or is otherwise found in MI’s sole and unfettered discretion to be unsuitable as a Chapter Participant. In the event MI exercises its rights under this section, outstanding reimbursements will be paid to the Volunteer, provided the Volunteer otherwise complies with the requirements of this Agreement and/or applicable procedures of MI.
The Volunteer may withdraw from this Agreement at any time. Note, however, that some obligations remain in force as set out in the section of this Agreement captioned “Survival; Severability” below.
7) Confidentiality
The Volunteer shall keep confidential and not disclose any information disclosed to the Volunteer by MI, or which the Volunteer obtains or discovers as a result of performing services under this Agreement (“Confidential Information”), that either (A) MI identifies as Confidential Information; (B) the Volunteer should reasonably expect to be confidential given the context; provided, however, that the Confidential Information is not publicly available, known to the Volunteer through other means, disclosed to the public through no fault of the Volunteer, or required to be disclosed under any law, regulation, or order of a competent court or law enforcement agency. The Volunteer will not use Confidential Information for any reason other than to perform services under this Agreement. The Volunteer may disclose public information if disclosure is necessary to perform a service requested by MI, but only to the extent strictly necessary to perform the requested service. In the event the Volunteer receives a disclosure order from a court or law enforcement agency, the Volunteer will first notify MI and cooperate in contesting such order, which shall be treated as a volunteer service under this Agreement.
8) Conflicts of Interest
MI requires that each of Volunteer act in the best interest of MI at all times, and that each Volunteer not take advantage of his or her position with MI for private advantage or gain or for the advantage or gain of any family members, friends, acquaintances, or an outside interest. Each Volunteer must avoid any interest or activity which might create or appear to create a conflict with duties or obligations to MI or a violation of the trust of MI in its Volunteers.
Generally, each Volunteer should avoid situations which:
- interfere with the independent exercise of judgment in the performance of duties and obligations;
- conflict with the best interest of MI;
- reflect unfavorably upon the good name of MI; or
- divide business loyalty between MI and an outside interest.
9) Volunteer Policy Against Sexual and Other Unlawful Harassment
The Volunteer agrees to comply with MI’s Volunteer Policy Against Sexual and Other Unlawful Harassment.
MI is committed to maintaining a volunteer environment free from sexual and other unlawful harassment. MI does not tolerate unlawful harassment, and all volunteers are required to conduct themselves in a manner that prevents sexual and other unlawful harassment within a SmithSoc campus chapter and among its Chapter Participants and guests.
“Sexual harassment” as used in this Agreement includes unwelcome conduct which is either of a sexual nature, or which is directed at an individual because of that individual’s sex. There are a number of other protected classes beyond sex. Some examples are race, national origin, and religion, but there are many others. Harassment of any other Volunteer, event guest, or MI staff because of an individual’s protected characteristics is against MI’s policy.
Retaliation is also unlawful under federal, state, and local law. MI’s policy and such laws prohibit retaliation against any individual who has engaged in “protected activity.” Protected activity means making a good-faith report of prohibited harassment, discrimination, or other activity that violates MI’s policies.
Anyone who witnesses or becomes aware of potential instances of harassment should immediately report it to their MI program officer, or to legal@manhattan.institute. Reports of harassment should be made in writing, including by e-mail.
10) Background Check
As a condition of MI entering into this Agreement, the Volunteer gives permission for MI to conduct a background check on the Volunteer, which may include a review of criminal activity records. The Volunteer understands that volunteer status is conditional on MI receiving no inappropriate information regarding the background of the Volunteer. The Volunteer hereby releases and agrees to hold harmless from liability MI, the employees, volunteers, authorized agents, officers, directors, affiliates, successors, and assigns of MI, and any person or organization that may provide background information.
11) Indemnification
MI (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the Volunteer (the “Indemnified Party”) from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind ("Losses"), including reasonable attorneys' fees, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers, arising out of or in connection with any third-party claim, suit, action, or proceeding relating to any actual or alleged breach by the Indemnifying Party of any of its representations, warranties, covenants, or other obligations hereunder, or arising out of the Volunteer’s good-faith participation in SmithSoc. Notwithstanding the foregoing, MI shall not be required to indemnify the Volunteer for Volunteer’s own intentional, reckless, or negligent wrongful acts.
Notice of Claims. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim, suit, action, or proceeding for which it intends to seek indemnification hereunder (collectively, a “Claim”). Such notice shall (i) describe the nature of the Claim in reasonable detail; and (ii) provide the Indemnifying Party with copies of all relevant pleadings, demands, or other papers if available. A delay or failure by the Indemnified Party to give prompt notice of a Claim shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent (and only to the extent) that the Indemnifying Party has been actually and materially prejudiced by such delay or failure.
Subrogation Rights. If the Indemnifying Party pays or otherwise satisfies any indemnifiable Claim against the Indemnified Party, the Indemnifying Party will be subrogated to all rights and remedies (including claims against third parties) of the Indemnified Party with respect to such Claim, to the fullest extent permitted by law. The Indemnified Party shall reasonably cooperate, at the Indemnifying Party’s expense, in securing and enforcing such subrogation rights, including executing any necessary documents.
12. Insurance and Risky Events
MI maintains general liability coverage for SmithSoc events that do not include the provision of alcohol. However, Volunteer should be aware that Volunteer participates in SmithSoc events at their own risk. If a Chapter Leader contemplates an event that pose unusual risks—including events at which alcohol is provided—the Chapter Leader must notify their designated SmithSoc program officer at least two weeks in advance.
13) Limitation of Liability
Except in fulfillment of its indemnification obligations hereunder, neither Volunteer nor MI will be liable under or in connection with this Agreement for indirect, incidental, consequential, liquidated, special, or exemplary damages or penalties, including without limitation, losses of business, revenue, or anticipated profits, regardless of whether such damage was foreseeable and whether such party has been advised of the possibility of such damages. Nothing in this Agreement shall limit or exclude liability for a party’s gross negligence, willful misconduct, or any liability that cannot be excluded under applicable law.
14) Notices
Any notice required under this Agreement must be delivered (A) personally, (B) by certified mail, return receipt requested, (C) by a nationally recognized overnight carrier, or (D) by email from an email address known to be owned and operated by the relevant party with return receipt requested. Notices for physical delivery to MI shall be delivered to the addresses recited in this Agreement and notice for physical delivery to Volunteer shall be delivered to the address set out in Volunteer’s assent to this Agreement. A notice sent under this Agreement shall be deemed to be delivered (A) when delivery is actually made, (B) three business days after deposit into the United States mail, (C) the day following deposit with a nationally recognized overnight carrier, or (D) the day after an email is sent, provided the sender does not in that time receive a notification that the email was not delivered.
15) No Waiver
No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy. A waiver on any one occasion shall not constitute a waiver of any other or subsequent breach.
16) Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any conflict of law provisions thereof. All claims, actions, proceedings, and disputes arising out of this Agreement shall be commenced exclusively in the federal and/or state courts sitting in New York City, and all parties consent to personal jurisdiction in New York.
17) Entire Agreement
This Agreement documents the entire understanding between Volunteer and MI regarding its subject matter, and integrates and supersedes all previous negotiations, discussions, understandings, and agreements, whether oral or written. This Agreement may be amended or modified, in whole or in part, only with the written consent of Volunteer and MI.
18) Survival; Severability
Any provision of this Agreement shall survive expiration of termination of this Agreement if, given its purpose, interpretation or context, it logically should do so. Without limiting the foregoing, the Sections titled “Confidentiality,” “Notices,” “Indemnification,” “Governing Law,” “Survival; Severability,” “No Waiver,” “Entire Agreement,” and “Limitation of Liability” shall survive termination or expiration of this Agreement. All provisions of this Agreement are separate and divisible, and if any part is held invalid, the remaining provisions shall continue in full force and effect.