I am an unpaid volunteer or staff member of Girls on the Run ("GOTR") and I agree to the following:

1.Consideration.  I am about to begin or continue my engagement with GOTR as a volunteer or board member. In exchange for me entering into this Agreement, I recognize that I will receive certain benefits, including, without limitation, complimentary attendance at GOTR events, and access to GOTR proprietary or Confidential Information (as defined below). I would not be eligible for such consideration without signing this Agreement, and I agree that this Agreement is supported by good and valuable consideration.

2. Confidential Information. Except as permitted by this Agreement or to the extent the use or disclosure of any Confidential Information is required to carry out my assigned duties with GOTR, I agree not to copy, reproduce, use, or disclose, or use to advance the financial or other private interests of myself or others any GOTR Confidential Information (as defined below), at any time during my engagement with GOTR or thereafter. I agree that I will not input, upload, disclose, or otherwise make available any Confidential Information or Materials to any generative artificial intelligence tool, large language model, or similar technology, including for purposes of prompting, analysis, training, or content generation. “Confidential Information” includes, but is not limited to: (i) any confidential, proprietary, or other information regarding GOTR that is obtained or created by me during my engagement with GOTR that is not publicly available; (ii) information marked or designated by GOTR as confidential; (iii) confidential information, whether or not in written form and whether or not designated as confidential, which is known to me as being treated as confidential by GOTR; (iv) information provided by third parties, including but not limited to information provided by participants and/or participants’ guardians; (v) Girls on the Run® or Heart & Sole® program content or any other materials that GOTR provides (the “Materials”); and (vi) financial documents, process and procedure information, trade secrets concerning the business and affairs of GOTR, programming materials, data, techniques, correspondence, market studies, marketing and business plans, computer software and programs, technology systems and any other information written or oral, or in whatever media contained, however documented or disseminated. I agree to exercise the highest degree of care in safeguarding Confidential Information against loss, theft, or other inadvertent disclosure, and agree generally to take all steps necessary to ensure the maintenance of confidentiality.  I further agree I will not copy, remove from the premises of GOTR, or retain without prior written consent any written, electronic, or other tangible material containing Confidential Information, except in the ordinary course of business and as may be reasonably required in the course of my engagement with GOTR.   

2. Non-Disclosure and Non-Compete. I understand GOTR’s need to control my disclosure and use of Confidential Information that I may receive during my engagement and to limit, to some extent, certain competitive activities that I may engage in after my time as a volunteer or staff member for GOTR. I understand that these restrictions are for the purpose of enabling GOTR to protect its valuable proprietary and Confidential Information that GOTR has invested considerable resources developing and has a legitimate interest in protecting to preserve the integrity and future of GOTR. (a) I understand that all Confidential Information given to or shared with me are GOTR’s intellectual property and may not be copied, transmitted, reproduced, summarized, modified, or distributed in any way without the express written consent of GOTR. I will not, during the term of my engagement or thereafter, use for myself or for others, or divulge or deliver to another, any GOTR Confidential Information, including but not limited to, the Girls on the Run® or Heart & Sole® program content or any other materials that GOTR provides (“Materials”), except as required in the performance of my duties as a GOTR volunteer or staff member. (b) I understand that during the term of my engagement with GOTR and for a period of two (2) years after my relationship with GOTR concludes, I shall not use any Confidential Information or Materials to create or offer / supply processes, ideas, or proprietary concepts that aid programming and / or organizational development to a program that is similar to any of GOTR’s programs or any other physical-activity-based positive youth development program that focuses on girls. (c) I understand that during the term of my engagement with GOTR and at all times thereafter, I shall not use, copy, reproduce, publish, display or distribute any GOTR Materials or Confidential Information without the prior written consent of GOTR unless disclosure is required by law or is made in a document filed in a lawsuit and remains protected as Confidential Information.

3. Returning Materials. At the end of every program season and/or upon the termination of my engagement, for whatever reason, I will promptly deliver to GOTR all documents, property and Materials and Confidential Information of any type, including any copies thereof, in my possession, custody, or control that belong to GOTR, and/or that contain, in whole or in part, any information pertaining to GOTR programming and Materials.

4. Logo & Trademarks. I agree and acknowledge that the trademarks and brands of GOTR are valuable assets. I will abide by the trademark and logo usage guidelines to protect the trademarks and brands and will obtain approval from GOTR if I am unsure whether a proposed use violates the guidelines. The obligations set forth in this agreement shall survive the termination of my engagement, regardless of the reasons or method of termination. If any provision of this agreement is found invalid, illegal or unenforceable for any reason, such invalid, illegal or unenforceable provision shall be modified, if possible, to lawfully effect the intent of the parties and shall not affect the existence or enforceability of any other provision of this agreement. If such modification is not possible, the invalid, illegal or unenforceable provision shall be stricken and the remainder of this agreement shall remain in full force and effect. This agreement will be governed by the laws of the State of North Carolina without giving effect to any choice of law principles, and the exclusive venue for any dispute arising out of, related to or in connection with this agreement shall be in Charlotte, North Carolina.

5. Reasonableness. I agree that the restrictions in this Agreement are fair, reasonable, and necessary to protect GOTR’s confidential information, trade secrets, goodwill, and legitimate business interests, and will not prevent me from earning a living. I also agree not to contest the general validity of this Agreement in any forum. If I breach this Agreement, then GOTR will be entitled to injunctive relief and the damages caused by my breach.     

6.Law and Venue. This Agreement shall be governed by North Carolina law, without regard to any conflict-of-law rules. Any litigation related to this Agreement shall be filed and occur exclusively in the state or federal courts in North Carolina, and in no other venue. I irrevocably consent to the jurisdiction of and venue in such courts for such disputes.  I agree that this Section is a material and reasonable part of this Agreement, that GOTR’s headquarters are in North Carolina, and that I will not contest the enforceability of the provisions in this Section in any forum.     

7.Miscellaneous. This Agreement constitutes the entire agreement related to the subject matter contained herein, and it supersedes all previous agreements related to such subject matter.  Each provision herein is severable from each other provision.  If a court determines that any provision of this Agreement is invalid, then I request that the court modify it in order to render it not invalid and enforce the provision as modified.  No amendment or waiver of any of the provisions of this Agreement shall be binding unless reduced to writing. GOTR shall have the right to transfer or assign this Agreement to any affiliate or successor to all or part of its business, and I irrevocably consent to any such transfer or assignment.  In the event of such transfer or assignment, the “GOTR” shall mean the entity to which this Agreement is so transferred or assigned.   

8.Survival.  The obligations set forth in this Agreement shall survive the termination of my employment or engagement with GOTR, regardless of the reasons or method of termination. 

General Volunteer Interest Form for Girls on the Run of the Greater Chesapeake