Covenant Not to Compete and Non-Disclosure Agreement - Nike Inc. and Thomas E. Clarke


                          COVENANT NOT TO COMPETE
                       AND NON-DISCLOSURE AGREEMENT

PARTIES:

          Thomas E. Clarke (EMPLOYEE)

          NIKE, Inc., an Oregon corporation, and its divisions,
          subsidiaries and affiliates (NIKE)

DATE: August 31, 1994

RECITALS:

          A.     This Covenant Not to Compete is executed upon the 
EMPLOYEE's advancement to the position of President and nomination to 
the Board of Directors of NIKE.

          B.     Over the course of EMPLOYEE's employment with NIKE, 
EMPLOYEE will be or has been exposed to and/or in a position to 
generate confidential information including but not limited to 
confidential techniques, methods, styles, designs and design concepts, 
developments, customer lists, vendor lists, contract factory lists, 
pricing information, manufacturing plans, business plans, marketing 
plans, sales information, methods of operation, knowledge and data 
relating to processes, products, machines, compounds and compositions, 
formulae, lasts and molds.  It is anticipated that EMPLOYEE will 
continue to be exposed to confidential information, will be exposed to 
more confidential information and to confidential information of 
greater sensitivity as EMPLOYEE advances in the company.  This 
confidential information is information peculiar to NIKE's business.  
The nature of NIKE's business is highly competitive and disclosure of 
any confidential information would result in severe damage to NIKE and 
be difficult to measure.

          C.     NIKE makes use of the confidential information 
described in paragraph B above throughout the world.  This confidential 
information of NIKE can be used to NIKE's detriment anywhere in the 
world.

          D.     The provisions of this Covenant Not to Compete and 
Non-Disclosure Agreement are a condition of EMPLOYEE's employment 
advancement with NIKE.

          E.     The provisions of this Covenant Not to Compete and 
Non-Disclosure Agreement are reasonable.

AGREEMENTS:

          1.     COVENANT NOT TO COMPETE.     During the period of time 
EMPLOYEE is employed by NIKE, under the terms of any employment 
contract or otherwise, and for one (1) year thereafter, EMPLOYEE will 
not directly or indirectly, own, manage, operate, join, control, or 
participate in the ownership, management, operation or control of, or 
be employed by or connected in any manner with, any business engaged 
anywhere in the world in the athletic footwear business, athletic 
apparel business, or any other business which directly competes with 
NIKE or any of its subsidiaries or affiliated corporations.  This 
provision is (a) subject to NIKE's option to waive all or any portion 
of the one (1) year time period of non-competition following 
termination more specifically provided for in paragraph 2; and (b) 
subject to NIKE's option to specifically identify, at the time of 
termination, those businesses which EMPLOYEE may not be employed by or 
connected with for the period of non-competition.  NIKE agrees to act 
in good faith in its exercise of the above-noted options.

          2.     ADDITIONAL CONSIDERATION.

                 a.     As additional consideration for the covenant 
not to compete described in paragraph 1 above, it is agreed that:

                          (i)     If EMPLOYEE voluntarily leaves the 
employ of NIKE, NIKE shall pay EMPLOYEE a monthly payment equal to one-
half (1/2) of EMPLOYEE's last monthly salary for the one (1) year 
period after termination of employment, payable on the first day of 
each month, or 

                          (ii)     If EMPLOYEE is involuntarily 
terminated, NIKE shall pay EMPLOYEE a monthly payment equal to 
EMPLOYEE's last monthly salary for the one (1) year period after 
termination of employment, payable on the first day of each month.

                 b.     NIKE has the option, for whatever reason, to 
elect to waive all or a portion of the one (1) year period of non-
competition following termination, by giving EMPLOYEE written notice of 
such election not less than 30 (thirty) days prior to the effective 
date of the waiver.  In that event, NIKE shall not be obligated to pay 
EMPLOYEE under this paragraph for any months as to which the covenant 
not to compete has been waived.

          3.     LESSER RESTRICTIONS.     Should any of the terms of 
paragraphs 1 and 2 above be found unreasonable or invalid by any court 
of competent jurisdiction, the parties agree to accept as binding, in 
lieu thereof, the maximum terms enforceable by law.  

          4.     EXTENSION OF TIME.     The covenant not to compete 
described in paragraphs 1, 2 and 3 above shall be extended by a time 
period equal to any time consumed in enforcement of the obligations 
hereunder during which EMPLOYEE engaged in activities violating the 
covenant not to compete.

          5.     NON-DISCLOSURE AGREEMENT.     During the period of 
employment by NIKE and forever thereafter, EMPLOYEE will hold in 
confidence all information of a confidential nature, including but not 
limited to the information described in Recital "B", (all of which 
information of a confidential nature shall hereinafter be referred to 
as "confidential information") and will not, at any time, directly or 
indirectly, use any confidential information for any purpose outside 
the scope of EMPLOYEE's employment with NIKE or disclose any 
confidential information to any person or organization without the 
prior written consent of NIKE.  Specifically, but not by way of 
limitation, EMPLOYEE shall not ever copy, transmit, reproduce, 
summarize, quote, publish or make any commercial or other use 
whatsoever of any confidential information without the prior written 
consent of NIKE.

          6.     RETURN OF CONFIDENTIAL INFORMATION.     Upon 
termination and upon written request by NIKE at any time, EMPLOYEE 
shall return to NIKE all documents, records, notebooks and other 
similar repositories of or containing confidential information, 
including all copies thereof, then in EMPLOYEE's possession, whether 
prepared by EMPLOYEE or others, and deliver to NIKE any and all other 
confidential information, in whatever form, that may be in EMPLOYEE's 
possession or under EMPLOYEE's control.  

          7.     UNAUTHORIZED USE.     During the period of employment 
with NIKE and thereafter, EMPLOYEE shall notify NIKE immediately of the 
unauthorized possession, use or knowledge of any confidential 
information by any person employed or not employed by NIKE at the time 
of such possession, use or knowledge.  EMPLOYEE shall promptly furnish 
details of such possession, use or knowledge to NIKE, will assist in 
preventing the reoccurrence of such possession, use or knowledge, and 
shall cooperate with NIKE in any litigation against third parties 
deemed necessary by NIKE to protect the confidential information.  
EMPLOYEE's compliance with this paragraph shall not be construed in any 
way as a waiver of any of NIKE's rights or remedies against EMPLOYEE 
arising out of or related to such unauthorized possession, use or 
knowledge.

          8.     INJUNCTIVE RELIEF.     The remedy at law for any 
breach of this Covenant Not to Compete and Non-Disclosure Agreement 
will be inadequate.  It is reasonable to require that EMPLOYEE not 
compete with NIKE in order to protect NIKE from unfair use of the 
confidential information.  NIKE shall be entitled to injunctive relief 
in addition to any other remedy it may have.  A breach of this Covenant 
Not to Compete and Non-Disclosure Agreement during the period of 
EMPLOYEE'S employment with NIKE shall be considered a breach of the 
terms of that employment and NIKE shall have the right to terminate 
EMPLOYEE's employment in addition to any other rights or remedies NIKE 
may have.  

          9.     WAIVER, AMENDMENT, MODIFICATION OR CANCELLATION.    No 
waiver, amendment, modification or cancellation of any term or 
condition of this Covenant Not to Compete and Non-Disclosure Agreement 
shall be effective unless executed in writing by the party charged 
therewith.  No written waiver shall excuse the performance of any act 
other than the act or acts specifically referred to therein.

          10.    APPLICABLE LAW/JURISDICTION/VENUE.     This Covenant 
Not to Compete and Non-Disclosure Agreement, and EMPLOYEE's employment 
hereunder, shall be construed according to the laws of the state of 
Oregon and EMPLOYEE hereby submits to the jurisdiction of the courts of 
the state of Oregon and waives application of any foreign law relating 
to this Agreement and EMPLOYEE's employment by NIKE.  Any suit or 
action of any kind relating to this Agreement or the subject matter 
hereof shall be brought in a court located in Washington County, 
Oregon.    

EMPLOYEE                                   NIKE, Inc.

By: /s/ Thomas E. Clarke                   By: /s/ Philip H. Knight
__________________________                 __________________________
Name:  Thomas E. Clarke                    Name:  Philip H. Knight