APPAREL VENDOR

MANUAL
 Apparel Vendor Manual

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I. INTRODUCTION .............................................................................................................................................3
II. DEVELOPMENT ..............................................................................................................................................3
A. Communication:......................................................................................................................................3
B. Physical Property Requirements: ............................................................................................................3
C. Color Management: ................................................................................................................................4
III. TERMS OF BUSINESS ...................................................................................................................................5
A. Raw Materials Detail Sheet (RMDS): ....................................................................................................5
B. Delivery: .................................................................................................................................................5
C. Salesman Samples: .................................................................................................................................6
D. Capacity Planning: ..................................................................................................................................6
E. Production Forecasting: ..........................................................................................................................6
F. Billing: ....................................................................................................................................................7
G. Production Tracking: ..............................................................................................................................7
H. Supply Expectations: ..............................................................................................................................7
IV. QUALITY ASSURANCE ................................................................................................................................7
A. Development Testing: .............................................................................................................................7
B. Quality Specification: .............................................................................................................................7
C. Production Materials Testing and Inspection: ........................................................................................8
V. ENVIRONMENTAL REQUIREMENTS .........................................................................................................8
NIKE's Environmental Goals..............................................................................................................................8
VI. Agreements:...................................................................................................................................................10
Memorandum of Understanding .......................................................................................................................11
NON-DISCLOSURE AGREEMENT ..............................................................................................................13
Appendix A: Nike Code of Conduct ....................................................................................................................19

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I. INTRODUCTION

Much of the success Nike Apparel has had over the years we owe in large part to the
competence and support of our material suppliers. It is only with your continued support that
we can be successful.

The purpose of this manual is to outline Nike's preferred way of doing business. The basis
for this is built on trust that is developed through an honest business relationship, which is
mutually beneficial.

Nike is a marketing and design-focused company that develops materials with vendors and
finished products with contract manufacturers. Nike’s greatest skill as a company is to
design innovative product and creatively market that innovation. Nike relies on you to
make our ideas reality. Reality for Nike is quality product that is innovative, delivered on
time, at a competitive price around the world.

The documents referenced below will either be provided to you by Nike or will be available
directly through nikeConnect.com. It is our expectation that with the information contained in
these documents you can manage Nike's business with our contract factories.

1. Item Specification
2. Raw Material Detail Sheet (RMDS)
3. Production forecast
4. Color Manual (nikeConnect.com)
5. Production Color Process
6. Apparel Product Integrity Manual (nikeConnect.com)
7. Apparel Restricted Substance List Implementation Document
(nikeConnect.com)
8. Nike Corporate Finished Product RSL list (nikeConnect.com
9. Global Water Program Process (nikeConnect.com)

We hope this mutually agreed upon manual will help us both move forward into a successful
and profitable future together.

II. DEVELOPMENT

A. Communication:
All communication should be with your local NIKE office. At different times of the season
Nike personnel from around the world may come to visit your office and/or factory. This
should not confuse the fact that your local NIKE office is your primary Nike contact.

B. Physical Property Requirements:

Included with the development sample will be a generic specification outlining our quality
expectations for the material being developed. If at the time of submitting your sample you
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realize there are one or more parameters outlined on the specification sheet that you cannot
meet, you must clearly state that in writing, otherwise we will assume the material will meet
all the parameters during development.
Once a material reaches an Approval state you will receive an Item Specification outlining
our quality expectations for the material in production. It is our expectation that every
production lot meet our production specifications.

C. Color Management:

Color Standards
All NIKE color standards will be supplied by the NIKE Liaison office.

Color Manual
Please see the Color Manual for details related to the color development process.
The Color Manual serves the Nike Colorists and Nike Vendors with the technical
color specifications and procedures for dyed materials. Nike expects the Vendor to
take full responsibility for working according to procedures described in this manual.
Updates to the manual occur from time to time (typically every six months). Vendors
should ensure they are using the latest version at the start of every season.
Information contained in the manual includes:
 Terminology
 Color Standard information
 Color Assessment
 Instrumental tolerances
 Color Fastness Requirements
 Color Development Procedure
 Color Development Forms
 Nike Licensed & Team Color Process

Seasonal Color Palette Information

Nike introduces a new color palette every six months and relevant information is published
via nikeConnect to support the seasonal palette. Information includes:
 Color Standard Information List
 Dye Recipes and Fastness data from Dyestuff suppliers
 Digital Color information
 Matches to the Nike Palette for Pantone, embroidery thread, zippers and
heathers

Production Color Process

The Production Color Process document outlines for the Vendor Production shipment
criteria, including Spectrophotometer tolerances for production shipments. Information in
this document is critical for the Vendor to follow to ensure no shipments are rejected by the
contracted manufacturer due to poor color match. Nike expects the Vendor to make
decisions to ship / not ship every dye lot according to the criteria presented within the
document.

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III. TERMS OF BUSINESS

A. Raw Materials Detail Sheet (RMDS):

The RMDS will outline the business parameters for a specific material including, but not
limited to, the items listed below. RMDS’s will be issued for each material you supply for a
Nike program and will need to be reviewed and updated seasonally with your local NIKE
office. Nike and our contract factories will be operating under the guidelines specified on the
RMDS unless otherwise notified. If you find any discrepancy or misinformation on the
RMDS, it is your responsibility to notify your local NIKE office. Once you have reviewed the
information on the RMDS a signed copy needs to be returned to your local NIKE office to
confirm your acceptance of the information contained in the RMDS.

 Price: Nike expects that you will quote the most competitive price
without compromising any other aspect of the material. Nike will
confirm your price for a set time period. Once confirmed, we expect
the prices to remain the same during that time period. Only the price
on the RMDS will be considered official.

 Lead-time: Nike expects that you will quote a lead-time for each
material. You must be capable of supplying that material within the
lead-time you have established up to the capacity you have offered. If
actual orders or projected forecasts exceed your stated monthly
capacity a discussion must take place with your local NIKE office to
resolve the situation. We expect you to take it upon yourself to take
the appropriate planning steps needed, based upon our forecast
information, in order to meet the lead-times and capacity you have
confirmed.

 Minimums: Nike expects that you will offer competitive minimums

for both salesman sample and bulk production. The vendor holds
some responsibility to work with our contracted manufacturers to
consolidate orders and eliminate surcharges and excess. (When you
accept orders less then the minimum we expect the quality of the
material will still meet Nike specifications.)

B. Delivery:
Nike and our contracted manufacturers rely on you to meet the lead-times you have
quoted. When you fail to meet your agreement, both Nike and our contract
manufacturer suffer financial loss to meet Nike customer needs. In the event that
you have delays in delivering materials as per quoted lead-times, you may be
subject under your agreements with the contract manufacturers to charges for
material airfreight, finished product airfreight, or finished product FOB in the case of
cancellations.

The following has been included to provide our Vendors insight into Nike’s
expectations of our contract manufacturers. It is intended to provide context around
the possible ramifications as a result of delivery delays.

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Nike delivery expectations for contract manufacturers:

Nike transacts directly with our contract manufactures and therefore holds them
accountable for meeting specified delivery dates. When such dates are not met,
whether due to their own fault or the fault of vendors, Nike may choose to seek
financial adjustments. These adjustments may come in the form of finished product
airfreight or finished product FOB reductions. In the case of FOB reductions, the
reductions are set forth in the table below:

Delay Adjustment for Late Shipment

< 8 days No FOB adjustment
8-21 days 5% F.O.B reduction
22-28 days 10% F.O.B reduction
29-35 days 15% F.O.B reduction
36-42 days 20% F.O.B reduction
43-49 days 25% F.O.B reduction
50-56 days 30% F.O.B reduction
57 days+ F.O.B reduction in an amount to be
determined by buyer, or buyer may
cancel the Firm Order without
liability

If the contract manufacturer is unable to deliver product by the scheduled delivery

date, then, in addition to any FOB adjustments, Nike reserves the right to require
them to pay the additional cost of airfreight to expedite delivery.

C. Salesman Samples:
In order to maximize Nike’s, which in turn will maximize your sales, Nike has adopted an
aggressive sampling procedure and time line. Each season Nike will need you to supply
materials for various samples. It is in your own best interest to do your best to supply those
materials in the timeline established for that season.

D. Capacity Planning:
The Nike Liaison office will do capacity planning with you each season. Depending on the
circumstance, it may be necessary to plan at an individual item level, or it may be
appropriate to plan at a higher group level, i.e. all circular knits or all coated fabrics. You
must be capable of supplying each material within the lead-time you have established up to
the capacity you have offered. If actual orders or projected forecasts exceed your stated
monthly capacity a discussion must take place with your local NIKE office to resolve the
situation.

E. Production Forecasting:
When possible, Nike will supply a forecast with a bulk number for the season and/or broken
out by month. This forecast will be subject to change and is in no way to be considered a

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purchase order or contract. We supply the forecast to provide you with a tool to begin to
prepare, as you deem appropriate, to meet the lead-times and capacities you have
confirmed to Nike and the contract manufacturers.

F. Billing:
Nike will supply you with a list of contract manufactures (as identified on the forecast) that
you will be working with during the course of each season. It is your responsibility to
establish a contractual relationship with each contract manufacturer and work out your own
payment terms. You will be expected to bill and collect from each contract manufacturer
directly.

G. Production Tracking:
Nike expects you will track the progress of all production orders received from our
contracted manufacturers. Upon request, information should be provided to Nike or our
contracted manufacturer detailing the status of production orders.

H. Supply Expectations:
It should be understood that once development is complete and the basic business
parameters for a materiel (RMDS) are established, Nike and the contract manufacturers will
expect you to supply that material for the established time period. If for some reason you
are no longer able to produce a material according to the approved production method, it is
your responsibility to advise Nike in writing.

IV. QUALITY ASSURANCE

A. Development Testing:
The Nike Laboratory and approved 3rd Party testing labs are used to aid Nike in our material
development process and to insure our materials do in fact meet standards set for our
product. We ask that vendors submit new developments to either a 3rd party lab or the Nike
LO for testing in order to ensure performance of Nike product, as well as to assure Nike that
suppliers are meeting our standards.

B. Quality Specification:
Once a material reaches an approval state, Nike will issue an Item Specification outlining
the production performance expectations of the material. Where an item specification is not
appropriate (i.e. hangtags) an approved sample will act in its place. For subjective qualities
such as aesthetics and hand feel, which are equally important requirements but cannot be
adequately outlined in the specification, we will rely on an approved sample or Nike
interpretation.

If there are one or more parameters outlined on the specification that you cannot meet,
you must clearly state that in writing. We will be working under the assumption that all
specifications can be met during production unless advised otherwise.

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C. Production Materials Testing and Inspection:

Testing:
Prior to release of any production materials, Nike expects all vendors to perform internal
physical testing to ensure each lot meets our quality requirements. In the event you ship a
material to a Nike Contract Manufacturer that does not meet the specification outlined, you
may be held responsible for freight costs of the materials and replacement costs.
rd
In addition, Nike requires 3 party lab testing of some production materials in order to
measure conformance to requirements over the long term. Please see the Apparel
Product Integrity Manual; section Material Quality Manual for details. Test results
of 3rd party lab testing are made available to Nike and used in our assessment of vendor
compliance.

Inspection:
Prior to release of any production materials, Nike expects all vendors to perform an internal
inspection to ensure each lot meets our quality standards. In the event you ship a material
to a Nike Contract Manufacturer that does not meet the standards outlined, you may be
held responsible for freight costs of the materials and replacement costs.

In addition, Certified Materials Inspectors at the Factories will inspect all incoming material
lots, according to Nike requirements. The results are reported to Nike and the information
is used in our assessment of vendor compliance.
Please see the Apparel Product Integrity Manual; section Material Quality
Manual for details.

V. ENVIRONMENTAL REQUIREMENTS

NIKE's Environmental Goals

Reduce NIKE's impact on the environment at all levels:

 Owned and Operated
 Vendor
 Contract Manufacturing
Create a sustaining business.

Environmental performance and corporate social responsibility are key parts of NIKE’s long-
term competitive strategy and values we share with all of our suppliers. NIKE believes this
strategy will enable suppliers to create NIKE product with reduced costs, fewer risks, and
improved quality and productivity.

NIKE defines good environmental performance and social responsibility by the following
principles:

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* Less toxicity Formatted: Bullets and Numbering
* Increased use of renewable energy
* Increased recycling and reuse of materials
* Respect of biodiversity
* Safe, healthy and humane workplaces

These principles are reflected in the following areas: Facility Compliance, Product
Compliance, and Research and Development.

Facility Compliance

The NIKE Code of Conduct applies to all factories that produce goods for NIKE, Inc. or
any of its subsidiaries, divisions, affiliates, or agents (“NIKE”). Wherever NIKE operates
around the globe, we are guided by this Code of Conduct, as seen in Appendix A, and bind
our business partners to these specific standards of conduct. NIKE requires all of its
subcontractors, suppliers, and vendors to comply, at minimum, with all applicable local and
national laws and regulations or NIKE’s own standards, whichever are more stringent.

Global Water Quality Guidelines

The Global Water Quality Guidelines have been endorsed by Nike and will be applied to the
mills and laundries with which we do business. NIKE hopes that in meeting these
Guidelines, suppliers will minimize the use of resources in production, use pollution
prevention rather than end-of-pipe technologies where possible, and strive for continuous
environmental improvement

Nike expects its vendors to comply with either the Global Water Quality Guidelines or all
applicable local and/or national laws relating to water quality, whichever are more stringent.
Should the effluent be discharged to and treated by a public/municipal treatment works, the
same requirements apply to the treatment works.
Please see NIKE’s Global Water Program Process for further details.

Product Compliance (RSL)

Regulations relating to consumer products are intended to protect consumers from
substances (usually carcinogens or suspected carcinogens) that may pose a threat to
human health or the environment. A carcinogen is any substance that causes the
development of cancerous growths in living tissue. Restrictions or bans, in respect of certain
substances, exist in most of the countries in which NIKE product is imported and placed on
the market (sold). NIKE, therefore, has direct liability for failure to meet such legal
requirements.

NIKE has, therefore, developed Factory/Vendor Environmental Compliance Standards,

which outline requirements for supplying materials or product to NIKE. These requirements
are based on relevant legal limits for certain specified dangerous substances applicable to
NIKE product. Factories and vendors are required to sign and return an acknowledgement
form which states that they have read, understood, and comply (and will continue to comply)
with NIKE’s requirements.
Please see the Apparel Restricted Substance List Implementation Document and
Finished Product RSL list for further details.

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Research and Development

NIKE strongly encourages all of our suppliers to take a systematic approach in addressing
life cycle impacts in the design and development of product and processes which should
include, but is not limited to, fiber content, dye recipes and procedures, finishing treatments,
and packaging. Implementing environmental initiatives and programs have been proven to
reduce operating costs, improve both product quality and production efficiencies, and
eventually eliminate the need for compliance.

VI. Agreements:
Nike requests each Vendor to sign a Memorandum of Understanding, confirming your
understanding of the information covered in this document and a Confidentiality Agreement,
which outlines terms for sharing confidential information.

Two copies of each agreement are included on the following pages. One copy is to be
signed and retained by the Vendor and one copy is to be signed and returned to Nike.

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Memorandum of Understanding

I have read the Nike Vendor Manual, dated October 2006, thoroughly and understand its
contents and will do my best to ensure the company I represent works within its parameters.

Sign and retain by Recipient

NIKE: RECIPIENT:

NIKE, INC.

Signature: Signature:

Name: Name:
Title: ______________________________ Title: ______________________________

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Memorandum of Understanding
I have read the Nike Vendor Manual, dated October 2006, thoroughly and understand its
contents and will do my best to ensure the company I represent works within its parameters.

Sign and return to Nike

NIKE: RECIPIENT:

NIKE, INC.

Signature: Signature:

Name: Name:
Title: Title:

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 NON-DISCLOSURE AGREEMENT
(NIKE, INC.—Short Form)

NIKE’S CONTRACT NO. ___________

CONTRACTOR’S CONTRACT NO. ___________

This Non-Disclosure Agreement (this "Agreement"), dated _______________ ___, 20__

(the "Effective Date"), is between NIKE, Inc., an Oregon corporation ("NIKE") and
__________________________ __________________________________ ("Recipient").
NIKE and Recipient wish to discuss the possibility of entering into a business transaction or
other business relationship with each other. The parties anticipate that during the course of their
discussions, NIKE may furnish proprietary or confidential information to Recipient. NIKE is willing
to furnish this information only on a confidential basis, and only for purposes described below.

The parties agree as follows:

1. Definitions.
1.1. "Confidential Information" includes all information relating to NIKE's or its affiliates’
business, whether disclosed before, on or after the Effective Date, regardless of the medium
on which the information is stored, recorded, conveyed or communicated, and whether or
not specifically identified as "Confidential" or "Proprietary," including but not limited to:
(a) cost, pricing, profit, production, forecast and other accounting, economic and financial
data; (b) technical drawings, product designs, artistic and scientific data, product
specifications and manufacturing know-how; (c) ideas for research and development;
(d) source code and other computer software (including software that is proprietary to third
parties); (e) information about NIKE's customers and suppliers; (f) personnel and human
resources data, files and information; (g) business and marketing plans and strategies; and
(h) summaries, excerpts, compilations and notes prepared by Recipient or others related to
any of the preceding information.
1.2. "Representatives" means a party's directors, officers, employees, agents, consultants,
advisors and other representatives (including legal counsel and accountants).
2. Permitted Uses; Restrictions.
2.1. Recipient will not use any Confidential Information for any purpose other than (a) to
evaluate and discuss possible business relationships between the parties and (b) to perform
its obligations under any agreement between the parties resulting from the discussions.
2.2. Recipient will hold all Confidential Information in strict confidence and will not disclose,
without NIKE's prior written consent, any Confidential Information to any person other than
to Recipient's Representatives who (a) have a "need to know"; (b) have been advised of the
confidential and proprietary nature of the Confidential Information; and (c) are bound by
confidentiality and non-use obligations that are at least as restrictive as those described in
this Agreement. Recipient will be responsible for any use or disclosure of Confidential
Information by its Representatives that is not permitted pursuant to this Section 2.
2.3. Recipient will protect all Confidential Information by using the same degree of care
regarding the Confidential Information that Recipient would exercise regarding its own
confidential information, but not less than a reasonable standard of care.
2.4. Recipient will not, without NIKE's prior written consent, copy documents containing
Confidential Information or disassemble, reverse engineer or replicate in any way products
embodying Confidential Information.

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3. Exceptions. The obligations described in Section 2, 4 and 8 will not apply to any Confidential
Information that Recipient can document:
3.1. Was Disclosed or became generally available to the public without breach of this
Agreement and through no act or omission of Recipient or its Representatives;
3.2. Recipient independently developed and recorded in writing (a) without reference to the
Confidential Information and (b) before the date Recipient received the Confidential
Information;
3.3. Recipient received, before NIKE disclosed it to Recipient, from a third party that did not
violate any agreement, duty or applicable law in disclosing the information to Recipient; or
3.4. Is legally required to be disclosed, subject to Section 4.
4. Orders to Disclose. If Recipient becomes subject to an order that requires Recipient to disclose
Confidential Information, Recipient will, to the extent permitted by law: (a) promptly notify
NIKE of the order's terms and the circumstances surrounding its issuance; (b) consult in good
faith with NIKE regarding possible responses to the order and, if requested by NIKE, make best
efforts to narrow the order's scope, obtain a protective order from the court, or produce
documents to the court or government body under seal with appropriate instructions regarding
preservation of the information's confidentiality; and (c) if disclosure is required to prevent
Recipient from being subjected to contempt sanctions or other penalties, disclose only the
Confidential Information that, in the opinion of counsel reasonably satisfactory to NIKE, is
legally required to be disclosed, consistent with a reasonable interpretation of the order.
5. No Grant of Intellectual Property Rights. Neither party acquires any intellectual property
rights of the other under this Agreement. Nothing in this Agreement grants Recipient any right
to use any Confidential Information for any purpose other than those stated in Section 2.1.
Recipient will not (a) identify NIKE in any manner on a customer list or web site, or (b)
otherwise use the name, assumed business name, trade name, logo, trademark, or service mark,
whether or not registered, of NIKE or any NIKE affiliate, in connection with publicity,
advertisements, promotion or in any other manner.
6. No Representations or Warranties. Neither NIKE nor any of its Representatives makes any
representation or warranty (express or implied) concerning the completeness or accuracy of any
Confidential Information it discloses.
7. No Obligation to Purchase; Competition. Nothing in this Agreement creates a legal obligation
for either party to purchase or license or sell any products or technology, or to purchase or sell
any services, from the other. Nothing in this Agreement will prohibit either party from entering
into discussions or business relationships with any competitor of the other party.
8. Return of Confidential Documents. Within 5 business days after NIKE's request, Recipient
will return to NIKE, or destroy and certify the destruction of, all copies of documents and any
other tangible material embodying or containing Confidential Information, including all
Confidential Information in its Representatives' possession.
9. Injunctive Relief; Remedies. Recipient acknowledges that its breach of this Agreement will
irreparably harm NIKE, and that the harm may not be susceptible to accurate measurement for
the purpose of calculating money damages. Accordingly, NIKE will have the right to obtain an
injunction or other equitable relief to prevent a breach or threatened breach of this Agreement,
without the necessity of posting a bond or other security.
10. Term; Survival. This Agreement will remain in effect from the Effective Date until terminated
by either party upon written notice to the other. As to Confidential Information received before
the termination date, Recipient's obligations under this Agreement will survive until such a time
as the Confidential Information it receives no longer qualifies as Confidential Information.
11. Choice of Law; Forum. This Agreement will be interpreted under, and any disputes arising out
of this Agreement will be governed by, the laws of the State of Oregon, without regard to its
conflict of laws principles. Each party irrevocably consents to the jurisdiction of the state and
federal courts located in the State of Oregon, USA, in connection with all actions arising out of
or in connection with this Agreement, and waives any objections that venue is an inconvenient
forum.
NON-DISCLOSURE AGREEMENT 2 12/15/2004
12. Attorney Fees. If a suit, action, arbitration, or other proceeding of any nature whatsoever
(including any proceeding under the US Bankruptcy Code) is instituted in connection with any
controversy, interpretation, or enforcement of any rights under this Agreement, the party
substantially prevailing will be entitled to recover its attorney, paralegal, accountant, and expert
fees, and all other reasonably necessary fees, costs, and expenses actually incurred in connection
with that proceeding as determined by the court, arbitrator, or arbitration panel at trial, or in any
appeal or other post-judgment proceeding, in addition to all other amounts provided by law. The
court, arbitrator, or arbitration panel hearing the matter will determine which party is
substantially prevailing, taking into account the number and importance of all claims and
defenses, the outcomes of those claims, and any offers of settlement made by the parties.
13. Severability; Blue Penciling. If any court, arbitrator, or arbitration panel finds any provision of
this Agreement to be invalid or otherwise unenforceable, that provision will be void to the extent
it is contrary to applicable law. However, that finding will not affect the validity of any other
provision of this Agreement, and the rest of this Agreement will remain in full force and effect
unless enforcement of this Agreement without the invalidated provision would be grossly
inequitable under all of the circumstances or would frustrate the primary purposes of this
Agreement. Alternatively, if a court, arbitrator, or arbitration panel determines that any
provision of this Agreement is not enforceable as expressly written, it is the intention of the
parties that those provisions be modified by the court, arbitrator, or arbitration panel only as is
necessary for them to be enforceable.
14. Counterparts and Delivery. This Agreement may be executed in counterparts. Each
counterpart will be considered an original, and all of them, taken together, will constitute a single
Agreement. Facsimile signatures will be deemed original signatures for all purposes under this
Agreement. This Agreement may be delivered by facsimile or electronically, and any such
delivery will have the same effect as physical delivery of a signed original.
NIKE, INC. _______________________________
By:______________________________ By:____________________________
Title:_____________________________ Title:___________________________
Date:_____________________________ Date:___________________________

Sign and return to Nike

NON-DISCLOSURE AGREEMENT 3 12/15/2004

 NON-DISCLOSURE AGREEMENT
(NIKE, INC.—Short Form)

NIKE’S CONTRACT NO. ___________

CONTRACTOR’S CONTRACT NO. ___________

This Non-Disclosure Agreement (this "Agreement"), dated _______________ ___, 20__ (the
"Effective Date"), is between NIKE, Inc., an Oregon corporation ("NIKE") and
__________________________ __________________________________ ("Recipient").
NIKE and Recipient wish to discuss the possibility of entering into a business transaction or other
business relationship with each other. The parties anticipate that during the course of their
discussions, NIKE may furnish proprietary or confidential information to Recipient. NIKE is willing
to furnish this information only on a confidential basis, and only for purposes described below.

The parties agree as follows:

1. Definitions.
1.1. "Confidential Information" includes all information relating to NIKE's or its affiliates’
business, whether disclosed before, on or after the Effective Date, regardless of the medium
on which the information is stored, recorded, conveyed or communicated, and whether or
not specifically identified as "Confidential" or "Proprietary," including but not limited to:
(a) cost, pricing, profit, production, forecast and other accounting, economic and financial
data; (b) technical drawings, product designs, artistic and scientific data, product
specifications and manufacturing know-how; (c) ideas for research and development;
(d) source code and other computer software (including software that is proprietary to third
parties); (e) information about NIKE's customers and suppliers; (f) personnel and human
resources data, files and information; (g) business and marketing plans and strategies; and
(h) summaries, excerpts, compilations and notes prepared by Recipient or others related to
any of the preceding information.
1.2. "Representatives" means a party's directors, officers, employees, agents, consultants,
advisors and other representatives (including legal counsel and accountants).
2. Permitted Uses; Restrictions.
2.1. Recipient will not use any Confidential Information for any purpose other than (a) to
evaluate and discuss possible business relationships between the parties and (b) to perform
its obligations under any agreement between the parties resulting from the discussions.
2.2. Recipient will hold all Confidential Information in strict confidence and will not disclose,
without NIKE's prior written consent, any Confidential Information to any person other than
to Recipient's Representatives who (a) have a "need to know"; (b) have been advised of the
confidential and proprietary nature of the Confidential Information; and (c) are bound by
confidentiality and non-use obligations that are at least as restrictive as those described in
this Agreement. Recipient will be responsible for any use or disclosure of Confidential
Information by its Representatives that is not permitted pursuant to this Section 2.
2.3. Recipient will protect all Confidential Information by using the same degree of care
regarding the Confidential Information that Recipient would exercise regarding its own
confidential information, but not less than a reasonable standard of care.
2.4. Recipient will not, without NIKE's prior written consent, copy documents containing
Confidential Information or disassemble, reverse engineer or replicate in any way products
embodying Confidential Information.

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3. Exceptions. The obligations described in Section 2, 4 and 8 will not apply to any Confidential
Information that Recipient can document:
3.1. Was Disclosed or became generally available to the public without breach of this
Agreement and through no act or omission of Recipient or its Representatives;
3.2. Recipient independently developed and recorded in writing (a) without reference to the
Confidential Information and (b) before the date Recipient received the Confidential
Information;
3.3. Recipient received, before NIKE disclosed it to Recipient, from a third party that did not
violate any agreement, duty or applicable law in disclosing the information to Recipient; or
3.4. Is legally required to be disclosed, subject to Section 4.
4. Orders to Disclose. If Recipient becomes subject to an order that requires Recipient to disclose
Confidential Information, Recipient will, to the extent permitted by law: (a) promptly notify
NIKE of the order's terms and the circumstances surrounding its issuance; (b) consult in good
faith with NIKE regarding possible responses to the order and, if requested by NIKE, make best
efforts to narrow the order's scope, obtain a protective order from the court, or produce
documents to the court or government body under seal with appropriate instructions regarding
preservation of the information's confidentiality; and (c) if disclosure is required to prevent
Recipient from being subjected to contempt sanctions or other penalties, disclose only the
Confidential Information that, in the opinion of counsel reasonably satisfactory to NIKE, is
legally required to be disclosed, consistent with a reasonable interpretation of the order.
5. No Grant of Intellectual Property Rights. Neither party acquires any intellectual property
rights of the other under this Agreement. Nothing in this Agreement grants Recipient any right
to use any Confidential Information for any purpose other than those stated in Section 2.1.
Recipient will not (a) identify NIKE in any manner on a customer list or web site, or (b)
otherwise use the name, assumed business name, trade name, logo, trademark, or service mark,
whether or not registered, of NIKE or any NIKE affiliate, in connection with publicity,
advertisements, promotion or in any other manner.
6. No Representations or Warranties. Neither NIKE nor any of its Representatives makes any
representation or warranty (express or implied) concerning the completeness or accuracy of any
Confidential Information it discloses.
7. No Obligation to Purchase; Competition. Nothing in this Agreement creates a legal obligation
for either party to purchase or license or sell any products or technology, or to purchase or sell
any services, from the other. Nothing in this Agreement will prohibit either party from entering
into discussions or business relationships with any competitor of the other party.
8. Return of Confidential Documents. Within 5 business days after NIKE's request, Recipient
will return to NIKE, or destroy and certify the destruction of, all copies of documents and any
other tangible material embodying or containing Confidential Information, including all
Confidential Information in its Representatives' possession.
9. Injunctive Relief; Remedies. Recipient acknowledges that its breach of this Agreement will
irreparably harm NIKE, and that the harm may not be susceptible to accurate measurement for
the purpose of calculating money damages. Accordingly, NIKE will have the right to obtain an
injunction or other equitable relief to prevent a breach or threatened breach of this Agreement,
without the necessity of posting a bond or other security.
10. Term; Survival. This Agreement will remain in effect from the Effective Date until terminated
by either party upon written notice to the other. As to Confidential Information received before
the termination date, Recipient's obligations under this Agreement will survive until such a time
as the Confidential Information it receives no longer qualifies as Confidential Information.
11. Choice of Law; Forum. This Agreement will be interpreted under, and any disputes arising out
of this Agreement will be governed by, the laws of the State of Oregon, without regard to its
conflict of laws principles. Each party irrevocably consents to the jurisdiction of the state and
federal courts located in the State of Oregon, USA, in connection with all actions arising out of
or in connection with this Agreement, and waives any objections that venue is an inconvenient
forum.
NON-DISCLOSURE AGREEMENT 2 12/15/2004
12. Attorney Fees. If a suit, action, arbitration, or other proceeding of any nature whatsoever
(including any proceeding under the US Bankruptcy Code) is instituted in connection with any
controversy, interpretation, or enforcement of any rights under this Agreement, the party
substantially prevailing will be entitled to recover its attorney, paralegal, accountant, and expert
fees, and all other reasonably necessary fees, costs, and expenses actually incurred in connection
with that proceeding as determined by the court, arbitrator, or arbitration panel at trial, or in any
appeal or other post-judgment proceeding, in addition to all other amounts provided by law. The
court, arbitrator, or arbitration panel hearing the matter will determine which party is
substantially prevailing, taking into account the number and importance of all claims and
defenses, the outcomes of those claims, and any offers of settlement made by the parties.
13. Severability; Blue Penciling. If any court, arbitrator, or arbitration panel finds any provision of
this Agreement to be invalid or otherwise unenforceable, that provision will be void to the extent
it is contrary to applicable law. However, that finding will not affect the validity of any other
provision of this Agreement, and the rest of this Agreement will remain in full force and effect
unless enforcement of this Agreement without the invalidated provision would be grossly
inequitable under all of the circumstances or would frustrate the primary purposes of this
Agreement. Alternatively, if a court, arbitrator, or arbitration panel determines that any
provision of this Agreement is not enforceable as expressly written, it is the intention of the
parties that those provisions be modified by the court, arbitrator, or arbitration panel only as is
necessary for them to be enforceable.
14. Counterparts and Delivery. This Agreement may be executed in counterparts. Each
counterpart will be considered an original, and all of them, taken together, will constitute a single
Agreement. Facsimile signatures will be deemed original signatures for all purposes under this
Agreement. This Agreement may be delivered by facsimile or electronically, and any such
delivery will have the same effect as physical delivery of a signed original.
NIKE, INC. _______________________________
By:______________________________ By:____________________________
Title:_____________________________ Title:___________________________
Date:_____________________________ Date:___________________________

Sign and retain by Recipient

NON-DISCLOSURE AGREEMENT 3 12/15/2004

Appendix A: Nike Code of Conduct
Nike Code of Conduct
NIKE Inc. was founded on a handshake.

Implicit in that act was the determination that we would build our business with all of our
partners based on trust, teamwork, honesty and mutual respect. We expect all of our
business partners to operate on the same principles.

At the core of the NIKE corporate ethic is the belief that we are a company comprised of
many different kinds of people, appreciating individual diversity, and dedicated to equal
opportunity for each individual.

NIKE designs, manufactures and markets products for sports and fitness consumers. At
every step in that process, we are driven to do not only what is required, but also what is
expected of a leader. We expect our business partners to do the same. Specifically, NIKE
seeks partners that share our commitment to the promotion of best practices and
continuous improvement in:

1. Occupational health and safety, compensation, hours of work and benefits.

2. Minimizing our impact on the environment.

3. Management practices that recognize the dignity of the individual, the rights of
free association and collective bargaining, and the right to a workplace free of
harassment, abuse or corporal punishment.

4. The principle that decisions on hiring, salary, benefits, advancement, termination

or retirement are based solely on the ability of an individual to do the job.

Wherever NIKE operates around the globe, we are guided by this Code of Conduct. We
bind our business partners to these principles. While these principles establish the spirit of
our partnerships, we also bind these partners to specific standards of conduct. These are
set forth below:

1. Forced Labor. (Vendor) certifies that it does not use any forced labor -- prison,
indentured, bonded or otherwise.

2. Child Labor (Vendor) certifies it does not employ any person under the
minimum age established by local law, or the age at which compulsory schooling
has ended, whichever is greater, but in no case under the age of 14.

3. Compensation (Vendor) certifies that it pays at least the minimum total

compensation required by local law, including all mandated wages, allowances
and benefits.

4. Benefits (Vendor) certifies that it complies with all provisions for legally
mandated benefits, including but not limited to housing; meals; transportation
and other allowances; health care; child care; sick leave; emergency leave;
pregnancy and menstrual leave; vacation, religious, bereavement and holiday

NIKE CODE OF CONDUCT 1

 leave; and contributions for social security, life, health, worker’s compensation and
other insurance.

5. Hours of Work/Overtime (Vendor) certifies that it complies with legally

mandated work hours; uses overtime only when employees are fully
compensated according to local law; informs the employee at the time of hiring if
mandatory overtime is a condition of employment; and, on a regularly scheduled
basis, provides one day off in seven, and requires no more than 60 hours of
work per week, or complies with local limits if they are lower.

6. Health and Safety (Vendor) certifies that it has written health and safety
guidelines, including those applying to employee residential facilities, where
applicable; and that it has agreed in writing to comply with NIKE’s factory/vendor
health and safety standards.

7. Environment (Vendor) certifies that it complies with applicable country

environmental regulations; and that it has agreed in writing to comply with NIKE’s
specific vendor/factory environmental policies and procedures, which are based
on the concept of continuous improvement in processes and programs to reduce
the impact on the environment.

8. Documentation and Inspection (Vendor) agrees to maintain on file such

documentation as may be needed to demonstrate compliance with this Code of
Conduct, and further agrees to make these documents available for NIKE or its
designated auditor’s inspection upon request.

NIKE CODE OF CONDUCT 2