Leadership Team Agreement — 2026–27 Term

Frebbie Enterprises, LLC. DBA BNI WA North Sound (“Franchisee”) welcomes you as a Leadership Team Member (“LTM”). By accepting this volunteer role within your chapter, you agree to follow applicable BNI policies, procedures, manuals, and standards communicated to you from time to time in connection with that role. You agree to contact Franchisee in the event that the continued functioning of your chapter is affected, threatened, or jeopardized. You acknowledge and agree that you are not receiving wages, salary, or other compensation for serving in this position. However, in consideration for executing this Agreement, BNI and Franchisee will provide you with access to confidential and proprietary materials, including trade secrets and BNI member training materials. You will be given training and access to materials that are deemed proprietary by BNI and Franchisee and that would likely cause harm to BNI and Franchisee if copied, misused, or disclosed. Your tenure as an LTM may be ended by Franchisee or by you at any time, with or without notice, subject to this Agreement. You agree that you are not an agent, employee, partner, joint venturer, or representative authorized to bind BNI or Franchisee, and your duties and responsibilities are limited to those set forth in your respective Manual and other written guidance applicable to your role. Under no circumstances will you look to BNI or Franchisee for wages, employee benefits, workers’ compensation coverage, unemployment benefits, or any other compensation or benefits provided to BNI’s or Franchisee’s employees. The term of this position is from October 1, 2026 through September 30, 2027, unless terminated earlier.

Limited Non‑Solicitation. As an LTM, you will have access to confidential information of BNI and Franchisee. You expressly agree that, because of BNI’s and Franchisee’s legitimate business interests described above, during the term of this Agreement and for a period of twelve (12) months after the end of your tenure as an LTM, you will not knowingly and directly, for the purpose of promoting or providing competing business networking services, chapter-management services, or a competing membership-networking organization: (i) solicit any then-current member of your chapter or any member, prospective member, vendor, or customer of BNI or Franchisee with whom you had material contact through your LTM role and about whom you received Confidential Information; or (ii) encourage, organize, or materially assist any chapter or group to break from BNI to form a competing business or organization. This section does not prohibit general advertising or other communications not specifically directed to such persons, does not prohibit participation in your primary trade, profession, or business apart from a competing networking organization, and shall be enforced only to the maximum extent permitted by applicable Washington law. Nothing in this Agreement prohibits lawful competition except as expressly and narrowly provided in this section.

Non‑Disclosure. You understand and acknowledge that you will have access to and learn about confidential, secret, proprietary, and non-public documents, materials, data, personal information, and other information, in tangible and intangible form, of and relating to BNI or Franchisee and existing and prospective members, vendors, investors, and other associated third parties (“Confidential Information”). You further understand and acknowledge that this Confidential Information and BNI’s and Franchisee’s ability to reserve it for the exclusive knowledge and use of BNI, Franchisee, and other authorized directors and franchisees are of great competitive importance and commercial value to BNI and Franchisee, and that improper use or disclosure of the Confidential Information by you may cause irreparable harm to BNI and Franchisee. Confidential Information includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic, or any other form or medium, relating directly or indirectly to business processes, practices, methods, policies, documents, strategies, agreements, know-how, trade secrets, manuals, vendor lists, member information, member lists, vendor information, vendor lists, non-public contact information, login credentials, training materials, chapter data, and other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. You understand and agree that Confidential Information developed by you in the course of your tenure as an LTM will be subject to the terms and conditions of this Agreement as if BNI or Franchisee furnished that Confidential Information to you in the first instance.

Confidential Information does not include information that you can demonstrate by competent written evidence: (a) is generally available to and known by the public through no direct or indirect fault of you or person(s) acting on your behalf; (b) was lawfully known to you without restriction before disclosure by BNI or Franchisee; (c) was lawfully received by you from a third party without breach of any obligation of confidentiality; or (d) was independently developed by you without use of Confidential Information.

You agree and covenant: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, transmit, or make available Confidential Information, in whole or in part, to any entity or person whatsoever except to those who have a need to know and authority to know and use the Confidential Information in connection with the business of BNI and Franchisee; (iii) not to access or use any Confidential Information except as required in the performance of your authorized LTM duties to BNI or Franchisee; (iv) not to copy, download, store, forward, or remove any documents, records, files, media, passwords, devices, or other resources containing any Confidential Information except as expressly authorized for your LTM duties; and (v) to use reasonable administrative, physical, and technical safeguards to protect Confidential Information from unauthorized access, use, loss, alteration, or disclosure.

Nothing herein will be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. To the extent legally permitted, you shall provide written notice of any such order to Franchisee promptly after receiving such order and sufficiently in advance of making any disclosure to permit Franchisee or BNI to contest the order or seek confidentiality protections. In addition, this section does not, in any way, restrict or impede you from exercising protected rights that cannot be waived by agreement, including reporting possible violations of law to governmental authorities or making other disclosures protected or permitted by law.

You agree that, at Franchisee’s request or upon the completion or earlier end of your tenure as LTM, all tangible and electronic Confidential Information, and all copies thereof, including any documents, records, files, devices, storage media, credentials, and materials containing or permitting access to Confidential Information, will be promptly returned to Franchisee or permanently destroyed, at Franchisee’s election, and you will cease all further access to BNI and Franchisee systems and information. You acknowledge that your obligations hereunder are irrespective of any other dispute you may have with Franchisee or BNI. The obligation not to disclose Confidential Information, not to misuse it, and to use it solely for BNI-related purposes shall survive the termination of this Agreement for so long as the information remains confidential under applicable law.

Non‑Disparagement. You agree and covenant that you will not knowingly make, publish, or communicate to any person or entity or in any public forum any false statement of fact that is defamatory of BNI, Franchisee, or any of their employees, officers, and existing and prospective members, vendors, investors, and other associated third parties. This section does not, in any way, restrict or impede you from exercising protected rights that cannot be waived by agreement, from making truthful statements, from reporting possible violations of law, or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. To the extent legally permitted, you shall provide written notice of any such order to Franchisee promptly after receiving such order and sufficiently in advance of making any disclosure to permit Franchisee and/or BNI to contest the order or seek confidentiality protections.

Chapter Branding Kit. If you are serving in the President’s role, you agree and acknowledge that, if your chapter has a Chapter Branding Kit, which includes but is not limited to a retractable chapter banner, table runner, and sail flag (collectively the “Chapter Branding Kit”), during your tenure as President you will exercise reasonable care in storing, safeguarding, and maintaining the Chapter Branding Kit in good condition, ordinary wear and tear excepted, and will inform your Director Consultant of the Chapter Branding Kit’s condition on a monthly basis. In the event of loss of, or damage to, the Chapter Branding Kit while in your custody or control, other than ordinary wear and tear, you agree to reimburse Franchisee for the reasonable then-current replacement or repair cost of the affected items, not to exceed the then-current cost of the kit, currently Five Hundred United States Dollars ($500.00), unless Franchisee determines otherwise in writing. You confirm that upon completion of your tenure as President, the Chapter Branding Kit shall be passed on to the next President in good condition, ordinary wear and tear excepted. If the chapter is permanently closed, then the Chapter Branding Kit shall be returned to Franchisee.

Remedies. In the event of a breach or threatened breach by you of any of the provisions of this Agreement, including the improper use of Confidential Information, Franchisee and/or BNI shall be entitled to seek, in addition to other available remedies, temporary, preliminary, and permanent injunctive or other equitable relief from any court or arbitrator of competent jurisdiction, together with any other remedies available at law or in equity, subject to applicable law. The foregoing equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief. In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs to the extent permitted by applicable law.

Third Party Beneficiaries. BNI and its affiliates, and their respective officers, directors, shareholders, agents, and employees, are express third-party beneficiaries of the confidentiality, limited non-solicitation, non-disclosure, non-disparagement, and remedies provisions of this Agreement, and each may enforce those provisions to the extent applicable.

Jurisdiction; Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict-of-laws rules. Any dispute, claim, or cause of action arising out of or in connection with this Agreement, including any question regarding its existence, validity, enforcement, or termination, shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with its applicable commercial or consumer rules, as determined by the administrator, and the arbitration shall take place in Washington unless the parties agree otherwise. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Notwithstanding the foregoing, Franchisee, BNI, or any applicable third-party beneficiary may seek temporary, preliminary, or permanent injunctive relief in a state or federal court located in Washington to protect Confidential Information or enforce restrictive provisions pending or in aid of arbitration.

Entire Agreement / Severability. This Agreement contains the entire agreement related to your position as an LTM and supersedes any prior agreement related thereto, and it may not be altered except by a written document signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall not be affected and shall be enforced to the fullest extent permitted by law. To the extent permitted by applicable law, any invalid or unenforceable provision shall be reformed and enforced to the minimum extent necessary to make it valid and enforceable while preserving its intent as nearly as possible.

Notices. Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when personally delivered, when sent by nationally recognized overnight courier, when mailed by certified United States mail, return receipt requested, postage prepaid, or when sent by email to the last email address provided by the recipient to Franchisee or through the BNI platform, in each case to the most current contact information reflected in Franchisee's records. Notices sent by email shall be effective when sent, provided that no notice of delivery failure is received by the sender.

Compliance; No Benefits; Work Product; Insurance. You agree to comply with all applicable laws, regulations, BNI policies, and chapter rules in connection with your service as an LTM. You acknowledge that your role is voluntary and unpaid, and that neither BNI nor Franchisee provides you with wages, salary, employment benefits, workers' compensation insurance, unemployment insurance, health insurance, or liability insurance for your personal property or personal activities, except to the extent expressly required by law or expressly provided in writing. To the extent permitted by law, any manuals, materials, reports, templates, training content, communications, or other work product created by you specifically for BNI or Franchisee within the scope of your LTM role and incorporating Confidential Information shall belong to Franchisee or its designee, and you hereby assign to Franchisee all right, title, and interest you may have in such work product, excluding your pre-existing materials and general know-how not incorporating Confidential Information.