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

1. Confidentiality. I am about to begin or continue my engagement with GOTR as a volunteer or staff member. In consideration of my engagement, I recognize that I will receive access to proprietary or Confidential Information (as defined below). I agree that this information is a valuable and unique asset of GOTR, which if divulged to others, could cause irreparable harm.

(a) As used in this Agreement, the term “Confidential Information” shall mean and include (i) any information not in the public domain relating to GOTR; (ii) information marked or designated by GOTR as confidential; (iii) information, whether or not in written form and whether or not designated as confidential, which is known to unpaid volunteers or staff as being treated as confidential by GOTR; (iv) information provided by third parties, specifically information provided by participants, participants’guardians; (v) 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.

(b) 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.

2. 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 anyway 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) I shall not create or contribute to a program that is similar to any of GOTR’s programs or any other positive youth development program that focuses on girls and (ii) I shall not share Materials with any other program, directly or indirectly.

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. 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.

Please check the box and type your signature below to agree to the terms of the Confidentiality and Covenant Not to Compete Agreement.

Girls on the Run of Silicon Valley Young Professionals Board Member Application