This CONFIDENTIAL NON DISCLOSURE AGREEMENT is entered into by and between Girls on the Run., a non-profit corporation (“GOTR”) and the undersigned (“Volunteer”). GOTR and Volunteer may sometimes be referred to herein individually as a “Party” or collectively as “Parties”.

GOTR is a 501c3 organization with a mission to “inspire girls to be healthy and confident using a fun, experience-based curriculum that creatively integrates running”. GOTR’s programs instill self-respect and confidence through health education, life skills development, mentoring relationships, and physical training – all of which are accomplished through an active collaboration with girls and their parents, schools, volunteers, staff and the community.

GOTR is in need of volunteers to assist in carrying out the mission of its program, and Volunteer wishes to assist GOTR with its program. The parties agree that a mutual exchange of Confidential Information (as defined below) will occur in the course of Volunteer’s work with GOTR, and desire that the Confidential Information exchanged pursuant to this Agreement be kept confidential by the Party receiving such confidential information.

NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements hereinafter set forth, the Parties agree as follows:

Section 1. Confidential Information. In order for Volunteer to assist GOTR, the parties agree to exchange confidential information as defined below. As used in this Agreement, the term “Confidential Information” shall mean and include (i) any information not in the public domain relating to either GOTR or Volunteer; (ii) information marked or designated by the parties as confidential; (iii) information, whether or not in written form and whether or not designated as confidential, which is known to a Party as being treated as confidential by the other Party; (iv) information provided to a Party by third parties, specifically information provided by participants, and participants’ guardians; (v) financial documents, process and procedure information, trade secrets concerning the business and affairs of GOTR, 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.

Section 2. Ownership. Each Party hereby acknowledges that each Party’s Confidential Information is and shall continue to be the exclusive property of such Party, whether or not disclosed or entrusted to the other Party pursuant to this Agreement.

Section 3. Irreparable Harm. Each party hereto acknowledges that any disclosure of the Confidential Information of any other Party or other violation of this Agreement will cause irreparable harm to such Party.

Section 4. Covenants of Non-Disclosure and Use.

a. Each Party hereto agrees not to disclose any other Party’s Confidential Information, directly or indirectly, under any circumstances or by any means, to any third person, with the exception of consulting attorney(s), accountant(s) and business managers, without the express written consent of such Party.

b. Each Party agrees to use the Confidential Information for the sole purpose of evaluating and assisting GOTR and GOTR’s participants.

c. Each party hereto agrees that it will not copy, transmit, reproduce, summarize, quite or make any commercial or other use whatsoever of the other Party’s Confidential Information without the express written consent of such Party.

Section 5. Safeguard of Confidential Information. Each party hereto agrees to exercise the highest degree of care in safeguarding the Confidential Information of the other Party against loss, theft or other inadvertent disclosure, and agrees generally to take all steps necessary to ensure the maintenance of confidentiality. Each Party agrees to be responsible for enforcing the terms of this Agreement as to its employees, agents, contractors, consultants, advisors, or other representatives and the confidentiality of the Confidential Information and to take such action, legal or otherwise, to the extent necessary to cause it to comply with the terms and conditions of this Agreement and thereby prevent any disclosure of the Confidential Information of the other Party by any such persons (including all actions that a Party would take to protect its own trade secrets and Confidential Information).

The obligations set forth in this Agreement regarding Confidential Information will continue beyond the term of this Agreement for as long as any Party has knowledge of or otherwise possesses any other Party’s Confidential Information.

2024 Fall GOTRNA Site Application