WAIVER, RELEASE, CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT
This Waiver, Release, Confidentiality and Nondisclosure Agreement (the “Agreement“), effective as of April 9, 2022 (“Effective Date“), is by and between TECTONIC LLC, an Oregon limited liability company, as well its affiliates and subsidiaries (collectively referred to as “Tectonic“) and the individual (“Volunteer”), collectively known as the “Parties.”
A. Tectonic is an entity that owns and operates the Shift Festival, an art and music festival that occurs in and around the third weekend in July in Oregon (“the Festival”). It’s an amazing festival and many people want to be part of it, even though they will never get paid for doing so. If you are thinking about signing this Agreement, that must be you.
B. Tectonic works with volunteers, who give their time free of charge, throughout the year, including during the Festival, to prepare for and operate the Festival. No one is ever required to give their time to the Festival, but Tectonic does ask that if you commit to an undertaking, that you follow through with whatever you committed to do.
C. Volunteer is a person who wishes to give their time to Tectonic for the purpose of preparing for and operating the Shift Festival (the “Permitted Purpose”). Volunteer understands that there will not be any payment for their time and effort. Rather, Volunteer’s time shall be given without expectation of compensation.
D. In the course of volunteering for the Festival, Volunteer may perform certain services which involve the creation or exchange of intellectual property for the Permitted Purpose, and accordingly wish to disclose to and receive from each other, from time to time, certain confidential and proprietary information regarding their respective current and future scientific, creative, technical and business affairs, including, but not limited to, images, which constitute highly valuable trade secrets.
TERMS AND CONDITIONS
- Waiver. I hereby acknowledge that volunteering for and attending the Shift Festival can be dangerous, and that it is impossible for Tectonic to eliminate and protect against all potential and actual hazards, and that it is not Tectonic’s responsibility to do so. Accordingly, and in consideration of the opportunity afforded me to volunteer with Tectonic, I hereby agree that I, my assignees, heirs, guardians, and legal representatives, will not make a claim against Tectonic, its members, or any volunteer worker, for the injury or death to me or damage to my property, however caused, arising from the preparation for and operation of the Festival. Without limiting the generality of the foregoing, I hereby waive and release any rights, actions, or causes of action resulting from personal injury or death to me, or damage to my property, sustained in connection with my participation in the Festival.
- Acknowledgement of Volunteer Status. I acknowledge that I have voluntarily applied to help with the Festival. I understand as a volunteer that (a) I will not be compensated for my services and assistance, (b) I will not be covered by any medical or other insurance coverage, and (c) I will not be eligible for any workers compensation benefits. I hereby acknowledge and agree that any services or assistance I may provide to the Festival or Tectonic, whether formal or informal, do not constitute employment or contract labor. Any services or work I provide is purely of my own free will. Food, beverage, event entry, or other gifts provided by the Festival or Tectonic do not constitute compensation.
- Right of Publicity. I hereby agree to grant the Festival, Tectonic and its authorized agents and representatives permission to record my participation at the Festival by means, including but not limited to, photography (film and digital), painting, audio recording, and video. I further consent to the unrestricted use by Tectonic and/or person(s) authorized by it, of any photographs, recordings, interviews, videotapes, media, motion pictures, or similar visual recording of me on social media, the internet, in print, and throughout the Universe in perpetuity.
- Definitions. “Confidential Information” shall mean all information disclosed, directly or indirectly, through any means of communication or observation, by or on behalf of Tectonic to or for the benefit of Volunteer, that relates to or is derived from Tectonic’s technical, business, strategic, marketing or creative affairs, including (i) Tectonic’s past, present or future business; (ii) Tectonic’s research, development or investigations; (iii) Tectonic’s designs, concepts, summaries, ideas, notes, sketches, and similar information transmitted to Volunteer by Tectonic and not otherwise expressly excluded; and (iv) all summaries or notes or other information prepared by Volunteer based on that information.
- Confidential Relationship and Limitations regarding Confidential Information. Volunteer agrees that by receiving Confidential Information from Tectonic, Volunteer is entering into a confidential relationship with Tectonic and acknowledges and agrees that the Confidential Information is a special, valuable and unique asset of Tectonic, and agrees to keep in confidence and trust all Confidential Information for the benefit of Tectonic using commercially reasonable protections, and in no event less than the same protections Volunteer uses with respect to Volunteer’s own valuable confidential information, until Tectonic expressly grants Volunteer the right to disclose the Confidential Information in writing. Recipient further agrees to abide by the following limitations regarding the use and disclosure of the Confidential Information: (a) Volunteer will not use any Confidential Information for any purpose, other than the Permitted Purpose, unless and until the Parties execute a fully integrated written agreement pertaining to use of the Confidential Information by Volunteer; and (b) Volunteer will not disclose any Confidential Information to any person or entity other than as required by law or regulation and only to such extent required after giving written notice to Tectonic.
- Miscellaneous. This Agreement may be executed by electronic signature. If any provision of this Agreement is invalid or unenforceable, that provision will be modified only to the extent necessary to make it valid and enforceable, and the remainder of this Agreement will continue to be enforceable in accordance with its terms. This Agreement may be amended only in a written instrument signed by the Parties. All disputes related to this Agreement, to Confidential Information, or related to the use of Confidential Information, will be governed by Oregon law and shall be adjudicated by arbitration in Portland, Oregon, by an arbitrator mutually agreed upon by the parties, or if the parties are unable to agree on an arbitrator, before the Arbitration Service of Portland, Inc. before one (1) arbitrator. The prevailing party in any arbitration proceeding and in any appeal will be entitled to recover its attorneys’ fees and costs from the other party. This Agreement constitutes the entire understanding of the Parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written understandings, communications and agreements. Cheers.