{"id":38723,"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-inc2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"covenant-not-to-compete-and-non-disclosure-agreement-nike-inc2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/covenant-not-to-compete-and-non-disclosure-agreement-nike-inc2.html","title":{"rendered":"Covenant Not to Compete and Non-Disclosure Agreement &#8211; Nike Inc. and Thomas E. Clarke"},"content":{"rendered":"<pre>\n                          COVENANT NOT TO COMPETE\n                       AND NON-DISCLOSURE AGREEMENT\n\nPARTIES:\n\n          Thomas E. Clarke (EMPLOYEE)\n\n          NIKE, Inc., an Oregon corporation, and its divisions,\n          subsidiaries and affiliates (NIKE)\n\nDATE: August 31, 1994\n\nRECITALS:\n\n          A.     This Covenant Not to Compete is executed upon the \nEMPLOYEE's advancement to the position of President and nomination to \nthe Board of Directors 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\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 all or any portion \nof the one (1) year time period of non-competition following \ntermination more specifically provided for in paragraph 2; and (b) \nsubject to NIKE's option to specifically identify, at the time of \ntermination, those businesses which EMPLOYEE may not be employed by or \nconnected with for the period of non-competition.  NIKE agrees to act \nin good faith in its exercise of 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, NIKE shall pay EMPLOYEE a monthly payment equal to one-\nhalf (1\/2) of EMPLOYEE's last monthly salary for the one (1) year \nperiod after termination of employment, payable on the first day of \neach month, or \n\n                          (ii)     If EMPLOYEE is involuntarily \nterminated, NIKE shall pay EMPLOYEE a monthly payment equal to \nEMPLOYEE's last monthly salary for the one (1) year period after \ntermination of employment, payable on the first day of each month.\n\n                 b.     NIKE has the option, for whatever reason, to \nelect to waive all or a portion of the one (1) year period of non-\ncompetition following termination, by giving EMPLOYEE written notice of \nsuch election not less than 30 (thirty) days prior to the effective \ndate of the waiver.  In that event, NIKE shall not be obligated to pay \nEMPLOYEE under this paragraph for any months as to which the covenant \nnot 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, at 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 with NIKE shall be considered a breach of the \nterms of that employment and NIKE shall have the right to terminate \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\/ Thomas E. Clarke                   By: \/s\/ Philip H. Knight\n__________________________                 __________________________\nName:  Thomas E. Clarke                    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-38723","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\/38723","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=38723"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38723"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38723"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38723"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}