VOLUNTEER SERVICES AGREEMENT

BETWEEN

Radiology Across Borders Limited

AND

Dr

THIS AGREEMENT made on the

BETWEEN:

Radiology Across Borders Limited (ACN 164 736 850) of Joseph Pien – Chartered Accountant, Suite 503, Level 5, 276 Pitt Street, Sydney in the State of New South Wales ("the Organisation")

AND:

Dr of ("the Doctor")

RECITALS:
  1. The Organisation is a not-for-profit organisation that provides Volunteer Services to health facilities and institutions in the Asia-Pacific region to improve healthcare outcomes.
  2. The Organisation wishes to engage the Doctor to assist in the provision of the Volunteer Services on a pro bono basis.
  3. The Doctor represents that it possesses the necessary expertise to provide such Volunteer Services.
  4. The Organisation wishes to appoint the Doctor, and the Doctor is willing to accept such appointment, to provide the Volunteer Services to the Organisation on the terms and conditions set out in this Agreement.
NOW IT IS AGREED AS FOLLOWS:
  1. DEFINITIONS AND INTERPRETATION
    1. Definitions
      In this Agreement, unless the context otherwise indicates:
      “Agreed Objectives” means the goals specified to be achieved by the Doctor in providing the Volunteer Services to the Organisation as specified in Schedule 1 (B).
      "Agreement" means this agreement.
      “Business Day” means Monday to Friday, excluding public holidays in New South Wales.
      “Business Documents” means:
      (a)    all of the information and documents which have been or will be supplied by the Organisation to the Doctor for the purpose of the Volunteer Services or otherwise;
      (b)    without limitation includes all documents and information in any form created by the Doctor in the course of providing the Volunteer Services including, but not limited to, patient records and information; and
      (c)    any Intellectual Property supplied to or made available to the Doctor by the Organisation for the purposes of the Volunteer Services.
      "Commencement Date" means .

      "Confidential Information" includes but is not limited to the Works, the Materials, the Business Documents, any information marked as confidential and any information received or developed by the Doctor during the term of this Agreement, which is not publicly available and relates to processes, equipment and techniques used by the Organisation in the course of the Organisation's operations including but not limited to all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information, and also includes patient information, business information, client lists, client information, financial information and business plans.

      “Days” means calendar days.

      “GST” means a tax, levy, duty, charge or deduction, together with any related additional tax, interest, penalty or other charge, imposed by or under a GST Law.

      “GST Law” means the same as in the A New Tax System (Goods and Volunteer Services Tax) Act 1999.

      "Intellectual Property" includes but is not limited to trademarks, patents, copyrights, processes know-how, registered designs or other like rights or any right to apply for registration of any of the former.

      “Materials” means all works, ideas, concepts, designs, developments, improvements and systems made during the performance of, or associated with, the Volunteer Services including documents, reports, plans, programs, manuals, trade names and brand names (made either alone or with others whether during or outside of hours spent performing the Volunteer Services in anyway relating to any materials of the Organisation).

      “Moral Rights” has the meaning given to it in the copyright Amendment (Moral Rights) Act 2000 and includes rights of integrity of authorship, rights of attribution of authorship, rights not to have authorship falsely attributed and rights of a similar nature, that exists, or may come to exist, anywhere in the world in Materials made or to be made by the Doctor in the course of performing the Volunteer Services.

      “Organisation Contact” means the project manager of the TIDES project as nominated and varied by the Organisation from time-to-time, which at the Commencement Date is Dr Glyn Llewellyn-Jones.

      “Organisation’s Clients”, “patients” or “clients” includes but is not limited to those for whom the Organisation deals with or the Doctor provides the Volunteer Services.

      “Related Body Corporate” and “Associated entities” have the meanings given in the Corporations Act 2001 (Cth).

      “Service Days” means the days the Doctor will provide the Volunteer Services as reasonably determined by the Organisation Contact but shall not exceed fourteen (14) days in any one year unless otherwise agreed by the Parties.

      “Standards” means any policies, procedures, guidelines or standards applicable to the practice of radiology endorsed by, but not limited to, the Royal Australian and New Zealand College of Radiologists, as varied from time to time.

      “Termination Date” means the date of termination of this Agreement by the Organisation or the Doctor.

      "Volunteer Services" means the volunteer services that the Doctor will provide on a pro bono basis to the Organisation as set out in Schedule 1(A).

      “Weekend Day” means any Saturday, Sunday or Public Holiday in the State of New South Wales.

      “Works” means all Materials and all data, studies, reports, software and other information generated or owned by, or provided or made available to the Organisation, whether by way of assignment, licence or otherwise (including all Intellectual Property Rights whether patentable or not produced, obtained or derived from the Works).

    2. Interpretation

      In this Agreement:
      1. All headings are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement;
      2. Unless the context otherwise indicates:
        1. references to a clause shall be construed as references to a clause of this Agreement;
        2. references to (or to any specified provision of) this Agreement shall be construed as references to (or to that provision of) this Agreement as amended or substituted with the agreement of the relevant parties and in force at any relevant time;
        3. references to any statute, ordinance or other law shall include all regulations or other instruments thereunder and all consolidations, amendments, re-enactments or replacements thereof;
        4. words importing the singular shall include the plural and vice versa; words importing a gender shall include other genders and vice versa and references to an individual, shall include a firm, body corporate or association (whether incorporated or not);
        5. where a word or phrase is defined, its other grammatical forms have a corresponding meaning; and
        6. any discretion which may be exercised by the Organisation can be exercised in its absolute, unrestricted and unfettered discretion.
  2. ENGAGEMENT

    The Organisation engages the Doctor to provide the Volunteer Services for its benefit on the terms and subject to the conditions referred to in this Agreement.


  3. DURATION

    This Agreement has effect from the Commencement Date and continues until the Termination Date.


  4. PROVISION OF VOLUNTEER SERVICES BY THE DOCTOR

    1. The Doctor will provide the Volunteer Services to the Organisation as set out in Schedule 1.
    2. The Doctor shall commit to the achievement of the Agreed Objectives.
    3. The Doctor agrees to provide the Volunteer Services on the Service Days, or as otherwise mutually agreed between the Organisation Contact and the Doctor.
    4. Where the Doctor is required to provide or utilise its own equipment, the equipment must be suitable for the work and must be maintained by the Doctor in good working condition.
    5. The Doctor will liaise with and obtain instructions concerning the provision of the Volunteer Services from the Organisation Contact.
    6. The Doctor will comply with all reasonable guidelines, requirements and instructions provided by the Organisation concerning the provision of the Volunteer Services. However, it is the Doctor’s obligation to exercise its independent discretion to determine how the work is performed.
    7. If the Doctor is unable to provide the Volunteer Services on any of the Service Days, the Doctor will immediately notify the Organisation Contact.

  5. NO FEES PAYABLE TO THE DOCTOR

    1. The Doctor agrees to provide the Volunteer Services to the Organisation on a strictly pro bono basis.
    2. The Doctor indemnifies the Organisation against any claim for fees associated with the provision of the Volunteer Services.

  6. SUPPORT VOLUNTEER SERVICES
    1. The Doctor may, for the purpose of performing the Volunteer Services, use the facilities of the Organisation, which shall be provided or arranged (as the case may be) by the Organisation PROVIDED THAT the Doctor acknowledges that any equipment or other property of the Organisation used by the Doctor to perform the Volunteer Services is at the Doctor’s risk at all times except to the extent that its damage or destruction is caused or contributed to, by the Organisation's act, omission, negligence or default.

  7. OBLIGATIONS OF THE DOCTOR
    1. The Doctor shall perform the Volunteer Services to the highest standard and in a diligent, ethical and professional manner to the satisfaction of the Organisation as well as in accordance with the Standards.
    2. The Doctor shall:
      1. effect all insurance required to be effected by law;
      2. ensure they are covered by current professional indemnity insurance to a level of at least $20 million (for each occurrence and in the aggregate), which specifically includes and covers the scope and nature of the Volunteer Services provided under this Agreement; and
      3. provide evidence of such insurance to the Organisation prior to the Commencement Date and upon request during the term of engagement.
    3. The Doctor will comply at its own cost and expense with all applicable laws concerning the provision of the Volunteer Services and policies issued by the Organisation, including professional licencing and registration requirements for appointment, and laws and policies relating to occupational health and safety, discrimination and harassment, security, privacy and use of the Organisation’s facilities, including computing and related systems.
    4. The Doctor shall be responsible for and shall indemnify the Organisation against liability for all loss, damage or injury to any person or property caused by the Doctor in the course of providing the Volunteer Services as the result of the conduct of the Doctor and the amount of all such claims, damages, interest, costs and expenses (including without limitation all legal costs incurred by the Organisation in defending any such claim or in proceeding against the Doctor pursuant to this indemnity) which may be paid, suffered or incurred by the Organisation in respect of such loss, damage or injury shall be made good at the Doctor's expense.
    5. The Doctor must not make any false or misleading representations in respect of the Organisation.
    6. The obligations accepted by the Doctor under this Clause 7 survive termination or expiry of this Agreement for any reason whatsoever.

  8. NO PARTNERSHIP OR EMPLOYMENT RELATIONSHIP BETWEEN THE ORGANISATION AND THE DOCTOR

    Nothing in this Agreement constitutes the relationship of partnership or employer and employee between the Organisation and the Doctor and it is the express intention of the parties that any such relationships are denied.

  9. CONFLICTS OF INTEREST
    1. The Doctor warrants that they are not under any obligation or restriction which would in any way interfere with or conflict with the Doctor providing the Volunteer Services under this Agreement and that the Doctor will not assume any such obligation or restriction.
    2. The Doctor will not accept any payment or any other benefit in money or in kind from any person as an inducement or reward for any act or forbearance or in connection with any matter or business transacted by or on behalf of the Organisation or in relation to the Volunteer Services without the knowledge and authorisation of the Organisation.

  10. CONFIDENTIALITY

    1. The Doctor must not use the Organisation’s Confidential Information other than for the proper performance of the Volunteer Services.
    2. At the termination of this Agreement, or when directed, all Confidential Information and client information must be returned to the Organisation. At this time, the Doctor will also erase and destroy any copies of any software containing or comprising the Confidential Information in their possession or under their control or that may have been loaded onto a computer possessed or controlled by them or either of them.
    3. The Doctor agrees to indemnify the Organisation fully against all liabilities, costs and expenses which the Organisation may incur as a result of any breach of this clause by the Doctor.
    4. The Doctor acknowledges that damages may be an inadequate remedy for breach of this Clause and that the Organisation or the Group may obtain injunctive relief against the Doctor for any breach of this Clause.
    5. The obligations accepted by the Doctor under this clause survive termination or expiry of this Agreement.

  11. DISCLOSURE AND OWNERSHIP OF INTELLECTUAL PROPERTY AND MORAL RIGHTS

    1. The Doctor must communicate to the Organisation promptly and fully all discoveries, improvements and inventions made or conceived by the Doctor (either solely or jointly with others) in the course of performing the Volunteer Services which are along the lines of the actual or anticipated business, work or investigations of the Organisation or which result from or are suggested by any work performed for the Organisation, and such inventions, whether or not they contain intellectual property rights capable of protection, shall be and remain the sole and exclusive property of the Organisation or its nominees.
    2. The Doctor hereby irrevocably and unconditionally waivers and agrees to assign to the Organisation any and all Moral Rights, intellectual or any other rights of a similar nature under any law in any jurisdiction in and to any and all material howsoever generated by the Doctor, whether written or otherwise, solely or jointly with others, in the course of performing the Volunteer Services with the use of the Organisation’s time, materials or facilities or which is in anyway related to the existing or contemplated scope of the operations of the Organisation.
    3. The Doctor acknowledges that the Organisation owns all Intellectual Property created by the Doctor in connection with the Volunteer Services and/or Agreed Objectives, that now exists or that later comes into existence.
    4. The Doctor warrants that the Works created or developed in connection with the provision of the Volunteer Services will not infringe the Intellectual Property rights of any other Person. Further, the Doctor indemnifies the Organisation and keeps the Organisation indemnified (on a full indemnity basis) against all claims made against the Organisation by any other person as a result of any of the Works infringing the Intellectual Property rights of that person.
    5. The Doctor must not use the Organisation’s Intellectual Property, including but not limited to any trademarks or trade names, in any publishing or advertising by the Doctor, without the prior written consent of the Organisation.
    6. The Doctor agrees to indemnify the Organisation fully against all liabilities, costs and expenses which the Organisation may incur as a result of any breach of this clause by the Doctor.
    7. The obligations accepted by the Doctor under this Clause survive termination or expiry of this Agreement.

  12. TERMINATION OF AGREEMENT

    1. The Organisation may terminate this Agreement immediately by notice in writing to the Doctor if the Doctor fails to observe any term of this Agreement.
    2. Notwithstanding anything in this Agreement to the contrary the Organisation may terminate this Agreement immediately if the Doctor is guilty of any dishonesty, serious misconduct or serious neglect of duty, in or in connection with the provision of the Volunteer Services.
    3. The Organisation may in its discretion, or the Doctor may, terminate this Agreement upon the giving of five (5) Business Day’s written notice by one party to the other party of the intention to terminate this Agreement. For the sake of abundant clarity, no reason is required in order to provide such notice and at all times the Organisation may act and determine to terminate this Agreement in its discretion with or without reason.

  13. RECORDS

    1. The Doctor must create and maintain records in respect of the Volunteer Services incorporating all appropriate information to enable other persons to use such records with a full understanding of the Volunteer Services. The Doctor provides to the Organisation an irrevocable and free licence and right to retain a copy of all such records created and to utilise such records at its discretion. A copy of the records shall be left with the Organisation at all times, including after termination of this Agreement.

  14. ASSIGNMENT

    The Doctor may not assign this Agreement without the prior written consent of the Organisation.

  15. SEVERABILITY

    The Organisation and the Doctor consider the covenants, obligations and restrictions contained in this Agreement to be reasonable in all the circumstances of the Agreement and each and every one of these covenants, obligations and restrictions and each and every part of them is deemed to be a severable and independent covenant, obligation or restriction with the intent that, if they are, taken together, adjudged to go beyond what is reasonable in all the circumstances, but would be adjudged reasonable with any one or more of them or one or more part of them deleted, the Agreement will apply as if the offending covenants, obligations or restrictions or parts of them were deleted.

  16. NO WAIVER

    A party's right to enforce this Agreement will not be prejudiced or restricted by any forbearance, delay or indulgence on its part in enforcing this Agreement. If a party waives a right under this Agreement, this does not operate as a waiver of a subsequent breach of this right or any other right under this Agreement.

  17. VARIATION

    This Agreement may not be changed or modified in any way except in writing signed by or on behalf of all the parties.

  18. ENTIRE AGREEMENT

    This Agreement constitutes the entire Agreement of the parties in respect of the matters dealt with in this Agreement and supersedes all prior agreements, understandings, undertakings and negotiations in respect of the matters dealt with in this Agreement. Any and all implied obligations on the Organisation are specifically excluded and do not apply. It is imperative that if any matter, thing, understanding or circumstances is in any way relevant or important to the Doctor, including its decision to accept this Agreement, or if any matter, thing or circumstance has been represented to it or in any way conveyed to it and it is in any way relevant or important it must ensure it has been included in this Agreement before execution. The Doctor acknowledges and agrees that no person on behalf of the Organisation is entitled to make any promises, represent any matters, things or circumstances in relation to this Agreement, which is not included in this Agreement. They acknowledge and agree that no person on behalf of the Organisation has made any promises, represented any matters, things or circumstances that have been relied on, or which are important, which have not been included in this Agreement.

  19. GOVERNING LAW

    This Agreement is governed by, and is to be construed and take effect in accordance with, the laws of New South Wales.


SCHEDULE 1:


VOLUNTEER SERVICES AND AGREED OBJECTIVES

  1. VOLUNTEER SERVICES
      The Doctor agrees to provide the following Volunteer Services to the Organisation:
    1. Professional
      1. Act as a professional role model, providing consistency, supervision and direction to fulfil the Agreed Objectives; and
      2. Act in a professional manner at all times and in all interactions with the Organisation’s Clients.
    2. Administrative
      1. Comply with the instruction and direction provided by the Organisation Contact to ensure the Agreed Objectives are met; and
      2. Actively participate in a regular review and needs assessment initiatives to improve the Volunteer Services for the Organisation’s Clients.
    3. Clinical
      1. Provide typed advice and second opinions on imaging studies sent by the referring clinician via a web-based platform (or as varied by the Organisation from time to time);
      2. Ensure the application of best practice and evidence-based practice in Medicine;
      3. Provide a response to the referring clinician within 48 hours; and
      4. If unable to provide a second opinion, notify the referring clinician via the web-based platform and email the Organisation Contact (tides@radiologyacrossborders.org).
        5. (Collectively 1-3 are referred to as the Volunteer Services) .


  2. AGREED OBJECTIVES

      The Doctor is to adhere to the following objectives of the Organisation:
    1. Support the existing radiology services in recipient nations by providing second opinions or teleradiology assistance in disaster events;
    2. Support continuing radiology education for recipient nations; and
    3. Support the development of radiology as a specialty in recipient nations.
      4. (collectively 1-3 are referred to as the Agreed Objectives)
EXECUTED as an Agreement.

SIGNED for and on behalf of the Organisation by its duly authorised representatives:

SIGNED by the Doctor

Sign Above



I agree that I have read and understood the terms of this agreement.

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Upload of your medical indemnity certificate (PDF or Word documents accepted 5 megabytes max file size)

In general, most medical indemnity insurers cover radiologists members for providing pro-bono teleradiology opinions as a second reading. As your policy is unique to you, we strongly recommend that you check and confirm with your medical indemnity insurer that you are covered for volunteering for the TIDES project. Feel free to forward the enclosed project summary and with any questions you can also contact katja@radiologyacrossborders.org
TIDES project summary for medical indemnity insurers