CONFIDENTIALITY AND COVENANT NOT TO COMPETE

In exchange for the consideration provided by Girls on the Run (“GOTR”) detailed below, I agree to the restrictions in this Confidentiality Agreement (the “Agreement”).

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 valuable consideration, 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 employment or engagement with GOTR or thereafter. “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 employment or 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 employment or engagement with GOTR.

3. Protected Rights.

a. For the avoidance of doubt, the terms in Section 2 above: (i) do not limit my right to file a charge with, to participate in a proceeding by, or to communicate with a government agency or a court; (ii) do not prohibit me from disclosing information that I am permitted to disclose under an applicable state workplace transparency statute, if any; and (iii) do not apply to a disclosure required by applicable law, a valid subpoena, or a court order or to truthful testimony under oath.

b. GOTR respects an employee’s right to communicate, on his or her own behalf or on behalf of other employees, concerning terms and conditions of employment. Nothing in this Agreement is intended to interfere with rights under federal and state laws, including the National Labor Relations Act, nor will GOTR construe this Agreement in a way that limits such rights.

c. Notwithstanding the nondisclosure and confidentiality obligations set forth in this Agreement, I understand I will not be held criminally or civilly liable under any Federal or State trade secrets laws for the disclosure of a trade secret that (1) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. I also understand that if I file a lawsuit for retaliation by GOTR for reporting a suspected violation of law, I may disclose GOTR’s trade secrets to my attorney and use the trade secret information in the court proceeding if I: (1) file any document containing the trade secret under seal; and (2) do not disclose the trade secret, except pursuant to court order.

4. Returning Materials. At the end of every program season and upon the termination of my engagement, for whatever reason, I will promptly deliver to GOTR all tangible property, documents, information, data, and other property, including Confidential Information, 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, regardless of how stored or maintained and including all originals and copies.

5. 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.

6. 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 that this Agreement is supported by good and valid consideration. As such, I 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.

7. 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.

8. 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.

9. 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.

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