Can I ask volunteers to sign a confidentially agreement?

[Hubert B]

Looking at setting up a charity that would use volunteers. The charitable activity would involve volunteers making some gadgets that would then be given free of charge to elderly and vulnerable people. There are plenty of willing volunteers. Its a genuine charity, no business activity, no one getting salary, genuine benefits to the recipients.

However assembling these gadgets requires a license from a business. They don't ask for any fees, but they do ask that we sign volunteers up to a confidentiality agreement to protect the companies IP.

Is this going to be a problem? Does asking a volunteer to sign a contract endanger the volunteer status and make them a worker or an employee? If the volunteers were entitled to minimum wage then the whole thing would fall apart. As I said there are plenty of willing volunteers so it should be workable if there is no entitlement to NMW.

 

[Newchodge]

As I understand it, for a contract to be enforceable there has to be 'consideration' on both sides. What do the volunteers get for signing the agreement?

 

[Mark T Jones]

As I understand it, for a contract to be enforceable there has to be 'consideration' on both sides. What do the volunteers get for signing the agreement?

Is there a difference between a contract and an agreement? (I've no idea BTW)

 

[Newchodge]

Is there a difference between a contract and an agreement? (I've no idea BTW)

I would suggest that an agreement of this kind, which is intended to be legally enforceable, is a contract.

 

[fisicx]

What exactly is confidential? The parts being assembled, the license, the name of the company? What are the volunteers agreeing to?

 

[Hubert B]

They would be agreeing not to disclose details of the internal workings of the output gadgets and the procedure/methods for assembly.

 

[JEREMY HAWKE]

NDC = No volunteers they are resented enough by those that make large financial gains so I am guessing the reply to this request would be met with some unwanted holiday advice for you

 

[Hubert B]

NDC = No volunteers they are resented enough by those that make large financial gains so I am guessing the reply to this request would be met with some unwanted holiday advice for you

What??? That isn't a helpful or even understandable answer!
What are you saying?

 

[JEREMY HAWKE]

What??? That isn't a helpful or even understandable answer!
What are you saying?

I cant be bothered mate !

 

[MikeJ]

NDC = No volunteers they are resented enough by those that make large financial gains so I am guessing the reply to this request would be met with some unwanted holiday advice for you

I think it was...

No. Volunteers are resented enough by those that make large financial gains, so I'm going to guess the reply to this request would be "go away".

 

[paulears]

You are concerned that something 'secret' might be revealed?
"They would be agreeing not to disclose details of the internal workings of the output gadgets and the procedure/methods for assembly." You also state that you have a licence from somebody to assemble them that states the process is kept secret?

Are these workers, sorry 'volunteers' making the end product from parts bought from the supplier? They are simply assembling them into the finished product? The test, that I as a legally nonqualified person understand, is that to be enforceable, the non-disclosure must be a reasonable request. Volunteers in my area of work would indeed be expected to keep certain things private, but we do not require them to sign an NDA - which I would view as a process incompatible with voluntary status. i.e. we can take you to court, despite having not paid you. Volunteers are subject to the usual legal oversight, despite no pay.

Seriously though, is the NDA actually serving a purpose? If you google the device, has anyone on Youtube already dismantled one and revealed it's contents - people like bigclive are always opening up interesting products and reverse engineering them. The NDA doesn't cover that - so check if the details are out there already, so disclosure restrictions are pointless?

NDAs on volunteers just sounds wrong. Some may well refuse to sign them. Restrictions without compensation really get up people's noses. It's also very strange for a business to rely on volunteers for manufacturing. If it's a charity, then it is different - but if you are going to be a charity, your process seems a bit strange. Would a charity every take a volunteer to court? Unlikely to do much for your activities?

The other thing I suppose is how skilled the workers are? Do they actually know what they are actually doing to be able to reveal what needs to be secret?

 

[eteb3]

I’ve done lots of volunteering and been trustee of two charities and I don’t think an NDA (loosely understood) is necessarily incompatible with volunteer status, or necessarily ill-advised. It will depend how it’s presented - some vols may even find it flattering, as an indication of the seriousness of what they’re doing.

Strictly, as @Newchodge said, an agreement requires “consideration”, ie, something of value given in exchange for the promise received. You really don’t want to muddy the waters in that way: if the consideration is held to be in exchange for the work done, rather than for the vol’s promise of confidentiality, HMRC may argue the vol is employed, and the vol may have a legal claim to min wage.

More viable would be a signed acknowledgment that the vol will come to know confidential info and that they undertake to keep it confidential. That’s a common law duty that doesn’t require a contract (=agreement; they are completely synonymous in this case). So strictly nothing in writing is needed, as the duty arises as a matter of law - but it clarifies expectations- absolutely critical in all aspects of volunteer management - and saves proving that the vol ought to have known the info was confidential. It’s very briefly described in this NHS guidance

Of course suing a vol for breach of confidence is for the birds - but that’s the hardware company’s lookout, not yours .

 

[Thomas Mackay]

A few important points to consider regarding volunteers and legal obligations:

1. Volunteer status in the UK – Volunteers are generally not considered employees if they are unpaid and have no contractual entitlement to wages. Signing a confidentiality agreement to protect a company’s intellectual property does not automatically make them workers, provided there are no employment terms or salaries involved.
2. Licensing and compliance – Since your charitable activity involves assembling gadgets under a business license, it’s important that all volunteers understand the terms and that any agreements are limited to protecting IP. Proper governance helps minimise risk.
3. Risk management and verification – Even with genuine volunteers, charities can benefit from professional oversight.