{"id":38722,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/covenant-not-to-compete-and-non-disclosure-agreement-nike-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"covenant-not-to-compete-and-non-disclosure-agreement-nike-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/covenant-not-to-compete-and-non-disclosure-agreement-nike-inc.html","title":{"rendered":"Covenant Not to Compete and Non-Disclosure Agreement &#8211; Nike Inc. and Mark G. Parker"},"content":{"rendered":"<pre>\n                         COVENANT NOT TO COMPETE\n                       AND NON-DISCLOSURE AGREEMENT\n\n\nPARTIES:\n\n          Mark G. Parker (EMPLOYEE)\n\n          NIKE, Inc., an Oregon corporation, and its divisions,\n          subsidiaries and affiliates (NIKE)\n\nDATE: October 6, 1994\n\nRECITALS:\n\n          A.     This Covenant Not to Compete is executed upon the \nEMPLOYEE's assumption of additional responsibilities for worldwide \nmarketing and development activities of NIKE.\n\n          B.     Over the course of EMPLOYEE's employment with NIKE, \nEMPLOYEE will be or has been exposed to and\/or in a position to \ngenerate confidential information including but not limited to \nconfidential techniques, methods, styles, designs and design concepts, \ndevelopments, customer lists, vendor lists, contract factory lists, \npricing information, manufacturing plans, business plans, marketing \nplans, sales information, methods of operation, knowledge and data \nrelating to processes, products, machines, compounds and compositions, \nformulae, lasts and molds.  It is anticipated that EMPLOYEE will \ncontinue to be exposed to confidential information, will be exposed to \nmore confidential information and to confidential information of \ngreater sensitivity as EMPLOYEE advances in the company.  This \nconfidential information is information peculiar to NIKE's business.  \nThe nature of NIKE's business is highly competitive and disclosure of \nany confidential information would result in severe damage to NIKE and \nbe difficult to measure.  \n\n          C.     NIKE makes use of the confidential information \ndescribed in paragraph B above throughout the world.  This confidential \ninformation of NIKE can be used to NIKE's detriment anywhere in the \nworld.\n\n          D.     The provisions of this Covenant Not to Compete and \nNon-Disclosure Agreement are a condition of EMPLOYEE's employment \nadvancement with NIKE.\n\n          E.     The provisions of this Covenant Not to Compete and \nNon-Disclosure Agreement are reasonable.\n\n\nAGREEMENTS:\n\n          1.     COVENANT NOT TO COMPETE.  During the period of time \nEMPLOYEE is employed by NIKE, under the terms of any employment \ncontract or otherwise, and for one (1) year thereafter, EMPLOYEE will \nnot directly or indirectly, own, manage, operate, join, control, or \nparticipate in the ownership, management, operation or control of, or \nbe employed by or connected in any manner with, any business engaged \nanywhere in the world in the athletic footwear business, athletic \napparel business, or any other business which directly competes with \nNIKE or any of its subsidiaries or affiliated corporations.  This \nprovision is (a) subject to NIKE's option to waive, but only with the \nconcurrence of the EMPLOYEE, all or any portion of the one (1) year \ntime period of non-competition following termination more specifically \nprovided for in paragraph 2; and (b) subject to NIKE's option to \nspecifically identify, at the time of termination, those businesses \nwhich EMPLOYEE may not be employed by or connected with for the period \nof non-competition.  NIKE agrees to act in good faith in its exercise \nof the above-noted options.\n\n          2.     ADDITIONAL CONSIDERATION.\n\n                 a.     As additional consideration for the covenant \nnot to compete described in paragraph 1 above, it is agreed that:\n\n                           (i)     If EMPLOYEE voluntarily leaves the \nemploy of NIKE at any time during the term hereof, NIKE shall pay \nEMPLOYEE an amount per month equal to one-twenty-fourth (1\/24) of \nEMPLOYEE's then current \"Annual NIKE Income\" (defined herein to mean \nbase salary and bonuses received by EMPLOYEE during the twelve (12) \nmonth period immediately preceding termination), or $20,833.34 per \nmonth, whichever is greater, for the one (1) year period of non-\ncompetition following voluntary termination of employment, payable on \nthe first day of each month, or\n\n                           (ii)    If EMPLOYEE is involuntarily \nterminated by NIKE at any time during the term hereof, either with or \nwithout cause, NIKE shall pay EMPLOYEE an amount per month equal to \none-twelfth (1\/12) of EMPLOYEE's then current Annual NIKE Income, or \n$41,666.67 per month, whichever is greater, for the one (1) year period \nof non-competition following involuntary termination of employment, \npayable on the first day of each month.\n\n                  b.     NIKE may waive all or any portion of the one \n(1) year period of non-competition following termination, subject to \nthe following provisions:\n\n                           (i)     At any time during, or prior to the \ncommencement of, the one (1) year period, NIKE may tender to EMPLOYEE \nthirty (30) days written notice of its desire to waive all or the then \nremaining portion of the one (1) year period of non-competition.  \nWithin the thirty (30) day notice period, EMPLOYEE will have the option \nof accepting or rejecting NIKE's tender by advising NIKE in writing of \nEMPLOYEE's election to accept the waiver, in which event EMPLOYEE would \nbe free to compete at the end of the thirty (30) day notice period and \nall payments to EMPLOYEE hereunder would cease, or to reject the \nwaiver, in which event EMPLOYEE would continue to be prohibited from \ncompeting for the remaining portion of the one (1) year period of non-\ncompetition and payments to EMPLOYEE would continue as herein provided.\n\n                           (ii)    However, notwithstanding anything \ncontained in subparagraph 2(b)(i) above, if EMPLOYEE is terminated by \nNIKE \"for cause\" (defined herein to include only continual and repeated \nneglect of duties and dishonesty) NIKE shall have the unqualified right \nto waive, without EMPLOYEE's consent, all or any portion of the one (1) \nyear period of non-competition following termination, by giving \nEMPLOYEE written notice of such election not less than thirty (30) days \nprior to the effective date of the waiver.   In that event, NIKE shall \nnot be obligated to pay EMPLOYEE hereunder for any months as to which \nthe covenant not to compete has been waived.\n\n          3.     LESSER RESTRICTIONS.     Should any of the terms of \nparagraphs 1 and 2 above be found unreasonable or invalid by any court \nof competent jurisdiction, the parties agree to accept as binding, in \nlieu thereof, the maximum terms enforceable by law.\n\n          4.     EXTENSION OF TIME.     The covenant not to compete \ndescribed in paragraphs 1, 2 and 3 above shall be extended by a time \nperiod equal to any time consumed in enforcement of the obligations \nhereunder during which EMPLOYEE engaged in activities violating the \ncovenant not to compete.\n\n          5.     NON-DISCLOSURE AGREEMENT.    During the period of \nemployment by NIKE and forever thereafter,  EMPLOYEE will hold in \nconfidence all information of a confidential nature, including but not \nlimited to the information described in Recital \"B\", (all of which \ninformation of a confidential nature shall hereinafter be referred to \nas \"confidential information\") and will not, any time, directly or \nindirectly, use any confidential information for any purpose outside \nthe scope of EMPLOYEE's employment with NIKE or disclose any \nconfidential information to any person or organization without the \nprior written consent of NIKE.  Specifically, but not by way of \nlimitation, EMPLOYEE shall not ever copy, transmit, reproduce, \nsummarize, quote, publish or make any commercial or other use \nwhatsoever of any confidential information without the prior written \nconsent of NIKE.\n\n          6.     RETURN OF CONFIDENTIAL INFORMATION.     Upon \ntermination and upon written request by NIKE at any time, EMPLOYEE \nshall return to NIKE all documents, records, notebooks and other \nsimilar repositories of or containing confidential information, \nincluding all copies thereof, then in EMPLOYEE's possession, whether \nprepared by EMPLOYEE or others, and deliver to NIKE any and all other \nconfidential information, in whatever form, that may be in EMPLOYEE's \npossession or under EMPLOYEE's control.\n\n          7.     UNAUTHORIZED USE.     During the period of employment \nwith NIKE and thereafter, EMPLOYEE shall notify NIKE immediately of the \nunauthorized possession, use or knowledge of any confidential \ninformation by any person employed or not employed by NIKE at the time \nof such possession, use or knowledge.  EMPLOYEE shall promptly furnish \ndetails of such possession, use or knowledge to NIKE, will assist in \npreventing the reoccurrence of such possession, use or knowledge, and \nshall cooperate with NIKE in any litigation against third parties \ndeemed necessary by NIKE to protect the confidential information.  \nEMPLOYEE's compliance with this paragraph shall not be construed in any \nway as a waiver of any of NIKE's rights or remedies against EMPLOYEE \narising out of or related to such unauthorized possession, use or \nknowledge. \n\n          8.     INJUNCTIVE RELIEF.     The remedy at law for any \nbreach of this Covenant Not to Compete and Non-Disclosure Agreement \nwill be inadequate.  It is reasonable to require that EMPLOYEE not \ncompete with NIKE in order to protect NIKE from unfair use of the \nconfidential information.  NIKE shall be entitled to injunctive relief \nin addition to any other remedy it may have.  A breach of this Covenant \nNot to Compete and Non-Disclosure Agreement during the period of \nEMPLOYEE's employment in addition to any other rights or remedies NIKE \nmay have.  \n\n          9.     WAIVER, AMENDMENT, MODIFICATION OR CANCELLATION.  No \nwaiver, amendment, modification or cancellation of any term or \ncondition of this Covenant Not to Compete and Non-Disclosure Agreement \nshall be effective unless executed in writing by the party charged \ntherewith.  No written waiver shall excuse the performance of any act \nother than the act or acts specifically referred to therein.\n\n          10.    APPLICABLE LAW\/JURISDICTION\/VENUE.     This Covenant \nNot to Compete and Non-Disclosure Agreement, and EMPLOYEE's employment \nhereunder, shall be construed according to the laws of the state of \nOregon and EMPLOYEE hereby submits to the jurisdiction of the courts of \nthe state of Oregon and waives application of any foreign law relating \nto this Agreement and EMPLOYEE's employment by NIKE.  Any suit or \naction of any kind relating to this Agreement or the subject matter \nhereof shall be brought in a court located in Washington County, \nOregon.\n\nEMPLOYEE                               NIKE, Inc.\n\nBy: \/s\/ Mark G. Parker                 By: \/s\/ Philip H. Knight\n_______________________                _________________________\nName: Mark G. Parker                   Name: Philip H. Knight\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8357],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9539,9544],"class_list":["post-38722","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-nike-inc","corporate_contracts_industries-consumer__clothing","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38722","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38722"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38722"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38722"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38722"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}