This VOLUNTEER AGREEMENT (the “Agreement”) is made effective as of February

12, 2015 (the “Effective Date”) by and between 180 YOUR GRIEF, INC. (the “Charity”), a

Georgia nonprofit corporation having its principal place of business in Marietta, Georgia, and

MISHAEL POREMBSKI (the “Volunteer”) concerning the subject matter hereof, whether oral

or written, by and between the Charity and the Volunteer.


The Volunteer wishes to Volunteer her services to the Charity and the wishes to receive

volunteer services from the Volunteer on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the promises and the mutual covenants,

conditions and agreements herein contained, the parties hereto, intending to be legally bound

hereby, agree as follows:

1. Volunteer: The Volunteer agrees to volunteer her services to the Charity as

President and CEO of the Charity without pay in accordance with the provisions of this

Agreement. The Volunteer agrees that her services are entirely voluntary, with no coercion by

the Charity, no promise of advancement, no penalty for not volunteering and no requirements

regarding the amount of time that Volunteer spends volunteering her time to the Charity. In the

performance of the Volunteer’s services under this Agreement, the Volunteer shall serve at the

direction of the Board of Directors of the Charity.

2. Term: The term of this Agreement shall commence on the Effective Date and

shall be terminable by either Party, with or without cause, at any time upon written notice to the

other Party.

3. Expenses: The Volunteer may at times incur reasonable and necessary expenses

for the benefit of the Charity, including expenses of travel, entertainment and other similar

expenses. The Charity shall pay or reimburse the Volunteer for reasonable business expenses

incurred by the Volunteer which are directly related to the performance of the Volunteer’s

services, subject to the maintenance by the Volunteer of appropriate documentation to

substantiate such expenses. Any such expenses shall be accounted for on a monthly basis as well

as reviewed and approved by an authorized officer or the Board of Directors of the Charity on at

least a quarterly basis.

4. Confidential Information: The Volunteer recognizes that, because of the nature of

the Charity’s activities, the Volunteer will, over the course of her service, obtain, create and/or

be given access to certain (1) valuable proprietary, confidential information, which is developed,

compiled, maintained or utilized by the Charity in its business and is not otherwise available

from any other sources and (2) information of a sensitive, personal nature regarding clients of the

Charity (all such confidential information referred to hereinafter as “Confidential Information”).

The Volunteer shall at no time, while providing services under this Agreement or for two (2)

years thereafter, disclose any item of Confidential Information to any third party or use any

Confidential Information for her own benefit or for the benefit of any third party, without the

prior written consent of the Board of Directors of the Charity.

5. Noninterference/Noncompetition:

(a) Noninterference. The Volunteer agrees that during the term of this

Agreement that Volunteer will not, directly or indirectly, for herself or on behalf of any third

party, at any time or in any manner solicit, entice, persuade, induce, request or otherwise cause

any employee, volunteer, officer, or agent of the Charity to refrain from rendering services to the

Charity or to terminate his or her relationship, contractual or otherwise, with the Charity. The

restriction set forth in this Section 5(a) shall apply only to employees, volunteers, officers or

agents of the Charity with whom the Volunteer had material business contact during the

Volunteer’s dealings with the Charity.

(b) Noncompetition. The Volunteer agrees that during the term of this

Agreement she will not perform any job duties or services substantially similar to those which

the Volunteer performed for the Charity on behalf of any business entity engaged in similar

charity services provided by the Charity.

( c) Severability. If any term or provision of this Section 5 shall be determined

by a court of competent jurisdiction to be unenforceable because of the scope or duration thereof

or the geographic area included therein, the parties hereto expressly agree that the court making

such determination shall have the power. to reduce the scope and duration and restrict the

geographic area of such term or provision in such manner as the court shall deem necessary in

order to permit maximum enforcement of such term or provision.

6. No Work-for-Hire:

(a) In discharge of duties pursuant to this Agreement, the Charity and

Volunteer expect that Volunteer will exert substantial effort to develop and record or otherwise

fix in tangible form original material of a charitable beneficial theme, that may or may not be

registered or subject to copyright, including but not limited to writings, orations, personal

discourses and other performances in print, audio, audiovisual or other form (“Works”). Further,

in providing volunteer services pursuant to this Agreement, the Charity and Volunteer expect

that Volunteer will exploit Volunteer’s existing reputation and goodwill and supporters of the

Charity’s activities, as well as to further contribute, enlarge and build upon such reputation and

goodwill as a figure worthy of public support and acclaim. Volunteer shall be and shall remain

the owner of any Works or other intellectual property that Volunteer has authored prior to entry

into this Agreement or that Volunteer shall develop during the term of this Agreement.

(b) Charity and the Volunteer agree that under the terms of this Agreement,

such Works and all rights pertaining to them are entirely the property of the Volunteer, her

successors and assigns, absolutely and forever, for any and all copyright terms and extension and

renewal terms of copyright whether now known or hereafter created throughout the world, and

for all uses and purposes whatsoever and free from the payment of any royalty or compensation

whatsoever, and credit may be given for said arrangements to the Volunteer in whole or part, or

not at all, at the sole discretion of the Volunteer; and further that the Works are not, and shall not

be considered to be Works made for hire, as that term is defined by the U.S. Copyright Act, and

the Charity will execute any additional documents needed to fully carry out the intent of this

Agreement that the Works shall not be works made for hire, but instead shall be the sole

intellectual property of the Volunteer.

7. Intellectual Property: Volunteer hereby provides the Charity a revocable,

nonexclusive right and license to use the Wori<:s identified on Exhibit A hereto and the Writer’s

name and likeness in connection with the the Charity’s activities including: promoting the sale

or distribution of works of a charitable nature; promoting, sponsoring or presenting meetings,

services and appearances of a charitable or social nature; advancing beneficial social views;

promoting and effecting sales of goods or services resulting in monetary return to the Charity;

and in soliciting contributions of funds to be used by the Charity, with or without restrictions

concerning use of such funds for ongoing operations or for furthering charitable objectives of the

Charity or for supporting similar efforts of other entities. Volunteer, in her exclusive right, may

amend Exhibit A from time to time.

8. Equitable Remedies: The Volunteer acknowledges that compliance with the

covenants in Sections 4 and 5 of this Agreement is necessary to protect the good will and other

proprietary interests of the Charity and that, in the event of any violation by the Volunteer of the

provisions of Section 4 or 5 of this Agreement, the Charity will sustain serious, irreparable, and

substantial harm to its business, the extent of which will be difficult to determine and impossible

to remedy by an action at law for money damages. Accordingly, the Volunteer agrees that, in the

event of such violation or threatened violation by the Volunteer, the Charity shall be entitled to

preliminary and permanent injunctive relief from any court of competent jurisdiction as a matter

of course and upon the posting of not more than a nominal bond in addition to all such other

legal and equitable remedies as may be available to the Charity. If the Volunteer violates the

covenant(s) in Section 4 or 5 of this Agreement, and the Charity brings a legal or equitable

action, the Charity shall have the benefit of the full period of the covenant(s). The rights and

remedies of the Charity as provided in this Section 8 shall be cumulative and concurrent and may

be pursued separately, successively or together at the sole discretion of the Charity. The failure

to exercise any right or remedy shall in no event be construed as a waiver or release thereof.

9. Severability: If any provision of this Agreement shall be invalid or

unenforceable, in whole or in part, then such provisions shall be deemed to be modified or

restricted in a manner necessary to render the same, to the maximum extent, valid and

enforceable, or shall be deemed excised from this Agreement, as the case may require, and this

Agreement shall be construed and enforced to the maximum extent permitted by law as if such

provision had been originally incorporated herein as so modified or restricted, or as if such

provision had not been originally incorporated herein, as the case may be.

10. Successors: This Agreement shall inure to the benefit of, and be binding upon,

the heirs, executors, administrators, successors and assigns of the respective parties hereto, but in

no event may the Volunteer assign or delegate to any other party her rights, duties or obligations

under this Agreement. This Agreement may be assignable by the Charity to any person or entity

which may become a successor in interest to the Charity in the business or a portion of the

business presently operated by it.

11. Amendments: This Agreement may not be amended, supplemented, or modified

except by a written document signed by an authorized officer of the Charity and by the Volunteer

and approved by the Board of Directors of the Charity.

12. Non-Waiver: No claim or right arising out of a breach or default under this

Agreement can be discharged in whole or in part by a waiver of that claim or right unless the

waiver is supported by consideration and is in writing and executed by the aggrieved party

hereto. A waiver of a breach or default of any provision of this Agreement shall not be deemed a

waiver of future compliance therewith, and such provision shall remain in full force and effect.

13. Notices: Any notices required or permitted to be given under this Agreement

shall be in writing and may be delivered by hand or placed in the United States certified mail or

overnight mail, addressed to the party entitled to receive said notice.

14. Governing Law: Except as otherwise provided herein, this Agreement shall be

governed by and all questions relating to its validity, interpretation, enforcement and

performance (including, without limitation, provisions concerning limitations of actions) shall be

construed in accordance with the laws of the State of Georgia. This Agreement shall be

construed without the aid of any canon, custom or rule of law required in construction against the


15. Entire Agreement: This Agreement contains the entire agreement of the parties

and no promises or representations were made or relied upon by either party other than those

expressly set forth herein and therein.

IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the day

and year first above written.

Mishael Porembski

Widow Strong

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