usemployeeagreement2019






                                   C. H. ROBINSON WORLDWIDE, INC.                                         and Subsidiaries and Affiliates                     CONFIDENTIALITY AND PROTECTION OF BUSINESS AGREEMENT                      This Confidentiality and Protection of Business Agreement (“Agreement”) is made and entered into between C. H. Robinson  Worldwide, Inc., a Delaware corporation, and its subsidiaries and affiliated companies (collectively referred to as “Company”) and                                       , hereinafter referred to as “employee,” or “I,” or “me.”          (PRINT NAME)                                                                  I.                                                       RECITALS                     Employee  agrees  and  acknowledges  that  Employee  wishes to be employed or continue to be employed by C.H  Robinson  Worldwide, Inc., or one of its subsidiary or affiliated companies in a significant position involving important contact and relationships with  the Company’s customers, carriers, vendors, and other business partners in which Employee will represent the Company and have access  to the Company’s confidential and proprietary business information. Employee wishes to enter into and/or continue such employment with  the potential of increased responsibility and knowledge about the Company's affairs.                     Employee  and  Company  agree  that  Company  will  give  Employee  access  to  Company’s  highly  sensitive,  confidential,  and  proprietary information and provide Employee opportunities to represent the Company in important relationships with customers, carriers,  vendors and/or other business partners.                     Employee hereby confirms that Employee has no obligations or commitments, whether by contract or otherwise, inconsistent with  Employee’s obligations to the Company.                     As a condition of employment or continued employment, Employee agrees to be bound by and act in accordance  with  this  Agreement. In consideration of the mutual obligations incurred and benefits obtained hereunder and other good and valuable consideration  (including, without limitation, access to Company’s confidential information, customers, carriers, and other business partners, opportunities  for  learning  and  experience,  opportunities  for  increased  compensation  and  other  benefits,  restricted  stock  opportunities,  bonus  opportunities,  and  opportunities  for  advancement)  which  would  not  be  available  to  Employee  except  in  return  for  entering  into  this  Agreement and the sufficiency of such valuable consideration Employee hereby acknowledges, Company and Employee agree as follows:                                                                  II.                                                       DEFINITIONS                     In this Agreement:                     A.      “Business  Partner”  means  any  Customer,  Carrier,  consultant,  contractor,  supplier,  vendor,  or  any  other  person,  company, organization, or entity that has conducted business with or potentially could conduct business with the Company in any of the  Company Businesses.                     B.      “Carrier” means any person, company or organization that the Company has engaged or potentially could engage for  transportation services in any of the Company Businesses.                     C.      The "Company" means C.H. Robinson Worldwide, Inc., and all existing or future affiliated corporations including all  subsidiaries, divisions and enterprises owned or controlled by those corporations.                     D.      The  “Company  Businesses”  shall  mean  freight  brokerage  and  contracting,  contract  logistics,  freight  forwarding  or  backhauling, transportation logistics, transportation-related payment and information systems, custom house brokerage businesses, the  purchase, sale and sourcing of fresh fruits and vegetables, and other businesses the Company may become involved in now or in the  future during Employee’s employment with Company (collectively referred to as the “Company Businesses”),                     E.      "Confidential Information"                     1.      "Confidential Information" shall mean all information written (or generated/stored on magnetic, digital, photographic or  other  media)  or  oral,  relating  to  any  aspect  of  the  Company  Businesses,  existing  or  reasonably  foreseeable,  which  is  disclosed  to  Employee, to which Employee was given access, or which was conceived, discovered or developed by Employee (alone or jointly with  others), and which is not generally known or which is proprietary to Company, including but not limited to: Company’s strategic and other                                                       1 





 






business plans, designs, information relating to employees or Business Partners, customer and/or carrier lists, and marketing information,  aids or materials, accounting information, merchandising information, rate and/or pricing information, and information-gathering techniques  and methods, and all accumulated data, listings, or similar recorded matter used or useful in freight brokerage and contracting, contract  logistics, freight forwarding and backhauling (all modes), transportation logistics, transportation-related payment and information systems,  custom house brokerage businesses, and/or the purchase, sale and sourcing of fresh fruits and vegetables including, but not limited to, the  Business Partner, customer and carrier lists, business forms, weekly loading lists, service contracts, all pricing information, all contract  terms, tariff information, and computer programs, software and/or code.                     2.      All information disclosed to me, or to which I have access during the period of my employment, for which there is any  reasonable basis to be believed is, or which appears to be treated by the Company as, Confidential Information, shall be presumed to be  Confidential Information hereunder, and Employee agrees to treat all the following as Confidential: (a) all information contained on any  computer or computer system of Company; and (b) all information which has been disclosed to Employee or to which Employee has  access during the period of employment with Company which Company does not intentionally disclose to the general public.                     F.      "Competing Business" means any person, business, firm, entity, undertaking, company or organization, other than the  Company, which:                     1.      is engaged in, or is about to become engaged in a business  or businesses the same or similar to the Company                 Businesses, or                     2.      regardless of the nature of its business, either competes directly or indirectly with the Company in any of the Company                 Businesses, including but not limited to any activities that involve offering or providing products or services that are the                 same or similar to products or services offered by the Company or which could be used in place of products or services                 offered by the Company, or                     3.      any person, company or organization engaged in the produce or transportation or logistics industries as a shipper,                 receiver or carrier, or                     4.      the  provision  of  payment,  financing,  and  information  services  to  entities  engaged  in  the  transportation  or  logistics                 industries.                     G.      "Customer" means any person, company or organization that has engaged or potentially could engage the Company's  services in any of the Company Businesses.                                                     III.                                       NATURE OF EMPLOYEE'S ACTIVITIES                     A.      I am aware and acknowledge that the Company has developed a special competence in the Company Businesses,  and has accumulated as proprietary information (not generally known to others) Confidential Information and more and better information  about Business Partners, shippers, carriers, truckers, trucking equipment, railroads, ocean carriers, foreign agents, customers, purchasing  agents and similar matters which are of unique value in the conduct and growth of the Company's Businesses. This proprietary pool of  information has enabled the Company to conduct the Company Businesses with unusual success and has thus afforded unusual job  opportunities and potential to its employees.                     B.      In the course of my employment, I wish to be employed in a position or positions with the Company in which I may  receive  or  contribute  to  Confidential  Information. It is my desire to continue progressing  in the  Company,  which  could  include  sales,  operations, management, carrier, and customer-related capacities, and I recognize that optimum progression and specialization cannot  take place unless Confidential Information, including information relating to technology, processes, plans, development, activity, Business  Partners, other employees, and the like, is entrusted to me.                     C.      In exchange for my promises and commitments in this Agreement, the Company will provide me with Confidential  Information to permit me to carry out, perform, and fulfill my job responsibilities and have greater opportunities to advance in my career. I  acknowledge that the Company may provide me with such  Confidential  Information,  and  I  further  acknowledge  that  in  the  course  of  carrying  out,  performing  and  fulfilling  my  responsibilities  for  the  Company,  I  have  been  given  Confidential  Information  relating  to  the  Company's Businesses, and I recognize that disclosure of any such Confidential Information to a Competing Business, to the general  public, or for any reason or under any circumstance other than to further the Company’s business would be highly detrimental to the  Company.  I  further  acknowledge  that,  in  the  course of  performing  my  obligations  to  the  Company,  I  will  be  a  representative  of  the   Company to many of the Company's Business Partners and, in some instances, may be the Company's sole and exclusive contact with a  Business Partner. In this capacity, I will be given significant responsibility for maintaining or enhancing the business relationship and/or  goodwill of the Company with such Business Partners.                                                       2 





 






                                                   IV.                                           PROTECTION OF BUSINESS                     Therefore, in consideration of the Company’s entrusting me with Confidential Information and the opportunity to represent the  Company in dealings with Business Partners, in consideration of my employment by the Company, in consideration of the compensation,  benefits, and opportunities available to me through such employment, and in consideration of the other benefits and covenants provided to  me by this Agreement,                     I hereby agree as follows:                     A.      Except as may be required in the performance of my employment duties with the Company, I will never at any time  (whether during or after employment with Company) use, disclose, copy or assist any other person, entity, or organization in the use,  disclosure or copying of any Confidential Information.                     B.      Upon  the  termination  of  my  employment  with  the  Company  or  at  any  other  time  requested  by  the  Company, all  Confidential Information, including files, records, data, copies, summaries, or abstracts containing or reflecting Confidential Information, in  my possession, custody, or control, whether prepared by me or others, and regardless of how the same came into my possession, custody,  or control, will be turned over to the Company by me.                     C.      For a period of two (2) years after the termination of my employment with the Company, however occasioned and for  whatever reason, I will not:                     1.      Directly or indirectly, for the benefit of any Competing Business (including a business which I may own in whole or in  part), solicit, engage, sell or render services to, or do business with any Business Partner or prospective Business Partner of the Company  with whom I worked or had regular contact, on whose account I worked, or with respect to which I had access to Confidential Information  about such Business Partner at any time during the last two years of my employment with the Company; or                     2.      Directly or indirectly recruit, hire or solicit any employee or agent of the Company for employment or service with or on  behalf of any Competing Business or attempt to interfere with the contract or relationship between the Company and any of its employees  or agents, or directly or indirectly cause or attempt to cause any employee or agent of the Company to terminate or reduce such person’s  employment or service with the Company.                     3.      Directly or indirectly cause or attempt to cause any Business Partner of the Company with whom the Company has  done business or sought to do business within the last two (2) years of my employment to divert, terminate, limit or in any manner modify,  decrease or fail to enter into any actual or potential business relationship with the Company.                     4.      It is understood by me and agreed to by the Company that upon the termination of my employment hereunder, I will not  be restricted territorially from competing with the Company so long as I comply with the provisions of Part IV herein.                     5.      It is further understood and agreed that the running of the two (2) year period of restriction set forth in Part IV C shall be  tolled during any time period in which I violate the provisions of Part IV C.                     D.      I will devote my entire time, attention, and energies to the business of the Company and shall not, during the period of  my employment, be engaged in any other employment or business activity whether or not such activity is pursued for gain, profit or other  pecuniary advantage. This restriction, however, shall not be construed as preventing me from investing my assets in such form or manner  as will not require any services on my part in the day-to-day operation of the affairs of the companies in which such investments are made.                     E.      I will comply with all applicable state and federal laws and regulations, and all the policies, rules, or codes of conduct  generally in effect for employees of Company during my employment.                                                                 V.                                                      INVENTION                     A.      Employee shall communicate to Company as promptly and fully as practicable all Inventions (as defined below) which  are (or were) conceived or reduced to practice by Employee (alone or jointly with others) (1) during Employee’s employment with Company,  (2) within one (1) year following the termination of Employee’s employment with Company for any reason (and whether occasioned by  Employee or Company). Employee hereby assigns to Company and/or its nominees, all of Employee’s right, title, and interest in such  Inventions, and all of Employee’s right, title, and interest in any patents, copyrights, patent applications, or copyright applications based                                                       3 





 






thereon. Employee shall assist Company and/or its nominees (without charge but at no expense to Employee) at any time and in every  proper way to obtain for Company and/or its nominees the benefits, patents and copyrights for all such Inventions anywhere in the world  and to enforce its and/or their rights in legal proceedings. To the extent any materials prepared by Employee (alone or jointly with others)  during Employee’s employment with Company include material subject to copyright protection (or other intellectual property protection), it is  understood and agreed that such materials have been specially commissioned by Company and they shall be deemed "work for hire" as  such term is defined under U.S. copyright law. Employee acknowledges and agrees that all documents, digitally, magnetically or optically  encoded  media,  and  other  tangible  materials  created by  Employee (alone or jointly  with others) during Employee’s  employment  with  Company shall be owned by Company. Employee irrevocably acknowledges Company's sole ownership in all right, title, and interest to all  work created by Employee during Employee’s employment with Company and further agrees to engage in no conduct and take no position  inconsistent with such sole ownership by Company.                     B.      As used in this Section, the term “Invention” includes, but is not limited to, all inventions, discoveries, improvements,  processes, developments, designs, know-how, data, computer programs and formulae, whether patentable or unpatentable or protectable  by copyright, trademark, or other intellectual property law.                     C.      Any provision in this Section requiring Employee to assign Employee’s rights in any Invention does not apply to an  Invention  which  qualifies  for  exclusion  under  the  provisions  of  Minnesota  Statute  Section  181.78.  That  section  provides  that  the  requirement to assign “shall not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer  was used and which was developed entirely on the employee’s own time, and (1) which does not relate (a) directly to the business of the  employer or (b) to the employer’s actual or demonstrably anticipated research or development, or (2) which does not result from any work  performed  by  the  employee  for  the  employer.”  Employee  understands  that  Employee  bears  the  burden  of  proving  that  an  Invention  qualifies for exclusion under Minnesota Statute Section 181.78.                     D.      Employee also assigns to Company (or to any of its nominees) all rights which Employee may have or acquire in any  Invention, full title to which is required to be in the United States by a contract between Company and the United States or any of its  agencies.                     E.      Employee hereby irrevocably designates and appoints Company and each of its duly authorized officers and agents as  Employee’s agent and attorney-in-fact to act for and on Employee’s behalf and stead to execute and file any document and to do all other  lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights and other proprietary rights with the  same force and effect as if executed and delivered by Employee.                                                                 VI.                                               EXIT INTERVIEW                     To ensure a clear understanding of this Agreement and my post-employment obligations to the Company, I agree to engage in  an Exit Interview with the Company at a time and place designated by the Company. The Company, at its option, may elect to conduct the  Exit Interview either at the Company's principal headquarters in Minneapolis, Minnesota, or through written correspondence, or by phone;  provided, however, that the Company shall pay all reasonable travel and lodging expenses incurred by me in attending such Exit Interview  if the Company requires my personal attendance.                                                                 VII.                                              INJUNCTIVE RELIEF                     Employee acknowledges and agrees that any violation of Part IV above would be highly injurious to Company, and that it would  be extremely difficult to fully compensate Company for damages for any such violation. Accordingly, Employee specifically agrees that in  the event of a breach or threatened breach of Part IV above, the Company shall be entitled to a temporary and/or permanent injunction  restraining such breach, without the necessity of proving actual damages. Employee further agrees that a reasonable and proper bond for  any  such  injunctive  relief  would  be  five  hundred  dollars  ($500.00).  Company  shall  further  be  entitled to  recover  all  attorneys’  fees  reasonably incurred in establishing such violations of this Agreement; but nothing herein shall be construed as prohibiting the Company  from pursuing damages or any other remedy available to it at law or in equity, in addition to injunctive relief, for such breach or threatened  breach.                                                                 VIII.                                     SEPARATE AND DIVISIBLE COVENANTS                     The covenants contained in this Agreement are intended to be separate and divisible covenants, and if, for any reason, any one  or more thereof shall be held to be invalid or unenforceable, in whole or in part, it is agreed that the same shall not be held to affect the  validity or enforceability of any other covenant or part of this Agreement. To the extent any of the terms or time periods set forth in Part IV                                                       4 





 






are determined by a Court of competent jurisdiction to exceed the restrictions permitted by law, then any such term or time period shall be  equitably modified to the extent necessary to comply with the applicable law, but the parties understand and agree that they intend such  terms to be enforced to the maximum permitted by the law.                                                                 IX.                                                    DISPUTES                     A.      Except as provided below, all Claims the Company might bring against Employee and all Claims Employee might bring  against Company and/or any officers, directors, employees, or agents of Company shall be deemed waived unless submitted to mediation,  and thereafter, if mediation is unsuccessful, to final and binding arbitration in accordance with the Employment  Arbitration  Rules  and  Mediation Procedures of the American Arbitration Association, modified as follows: (1) the arbitration need not actually be administered by  the American Arbitration Association; (2) the parties shall share equally in the fees and costs for the arbitrator and the arbitration process,  except that the arbitrator may award such fees and costs to the prevailing party as part of a final decision; (3) any mediation or arbitration  shall be governed by the Company’s Employment Dispute Mediation/Arbitration Procedure, which is available on the Company Intranet;  (4) dispositive motions shall be permissible and not disfavored in any arbitration, and the standard for deciding such motions shall be the  same as under Rule 56 of the Federal Rules of Civil Procedure; (5) except on a substantial showing of good cause, discovery will be limited  to the exchange of relevant documents and three depositions per side; and (6) except as mutually agreed at the time between Employee  and Company, neither Employee nor Company may bring any Claim combined with or on behalf of any other person or entity, whether on a  collective, representative, or class action basis or any other basis. In the case of any conflict between the rules and procedures for either  mediation or arbitration, the priority and order of precedence shall be as follows: (1) the rules and procedures  stated  herein;  (2)  the  Company’s Employment Dispute Mediation/Arbitration Procedure; (3) the Employment Arbitration Rules and Mediation Procedures of the  American Arbitration Association.                     B.      For purposes of this Agreement, “Claims” shall include, but not limited to, all claims directly or indirectly  related  to  Employee’s recruitment, employment, compensation or benefits (except that for any claims under an employee benefit or pension plan that  specifies a claim procedure, such claim procedure must first be exhausted before a claim, if any, may be pursued under this Agreement) or  termination of Employee’s employment with Company, including, but not limited to, alleged violations of Title VII of the Civil Rights Act of  1964, sections 1981 through 1988 of Title 42 of the United States Code and all amendments thereto, the Employee Retirement Income  Security Act of 1974 (“ERISA”), the Americans with Disabilities Act of 1990 (“ADA”), the Age Discrimination in Employment Act of 1967  (“ADEA”), the Older Workers Benefits Protection Act of 1990 (“OWBPA”), the Fair Labor Standards Act (“FLSA”), the Occupational Safety  and Health Act (“OSHA”), the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), and any and all claims under federal,  state, and local laws or regulations (including all such laws and regulations pertaining to employment or prohibiting discrimination). This  Section shall not apply to any of the following: (1) Worker's Compensation claims; (2) claims related to unemployment insurance; (3) any  claims by Company to enforce Parts IV or V of this Agreement; (4) any claims by Company that include a request for injunctive or equitable  relief,  including,  without  limitation,  claims  related  to  its  enforcement  of  any  restrictive  covenants,  non-solicitation  obligations,  and/or  confidential information provisions contained in any Company policy and/or agreement(s) entered into between Employee and Company;  and/or (5) any claims to protect the Company’s trade secrets, confidential or proprietary information, trademarks, copyrights, patents, or  other intellectual property.                     C.      This Section shall continue in full force and effect during Employee’s entire employment with Company and after such  employment has terminated, regardless of the reason for such termination and whether termination was voluntary or involuntary. This  Section shall be binding upon the heirs, successors, and assigns of Employee and Company, and any person or entity asserting Claims or  seeking relief of any kind on behalf of Employee or Company shall be bound by this Agreement to the fullest extent permitted by law.                     D.      If any portion of this Section is determined to be void or unenforceable, then the remaining portions of this Section shall  continue in full force and effect, and this Agreement may be modified to the extent necessary, consistent with its fundamental purpose and  intent, in order to make it enforceable.                                                        5 





 






                                                   X.                                          GOVERNING LAW AND VENUE                     I agree that all of my obligations hereunder shall be binding upon my heirs, beneficiaries, and legal representatives and that the  law of the State of Minnesota shall govern as to the interpretation and enforceability of this Agreement without regard to conflicts of law  principles. Employee and Company agree that any claim or dispute between them shall be adjudicated or arbitrated exclusively in the   State  of  Minnesota,  Hennepin  County  District  Court,  or  the  United  States  District  Court  for  the  District  of  Minnesota.  Employee  and  Company hereby consent to the personal jurisdiction of these courts and waive any objection that such venue is inconvenient or improper.                                                                 XI.                                                       MISCELLANEOUS                     A.      Withholding Taxes. Company may take such action as it deems appropriate to insure that all applicable federal, state,  city and other payroll, withholding, income or other taxes arising from any compensation, benefits or any other payments made pursuant to  this Agreement or any other contract, agreement or understanding which relates, in whole or in part, to Employee’s employment with  Company are withheld or collected from Employee.                     B.      Amendments. No amendment or modification of this Agreement shall be deemed effective unless made in writing.                     C.      No Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any  estoppel to enforce any provisions of this Agreement, except by a statement in writing signed by the party against whom enforcement of  the waiver or estoppel is sought. Any written waiver shall not be deemed a continuing waiver unless specifically stated, shall operate only  as to the specific term or condition waived, and shall not constitute a waiver of such term or condition for the future or as to any act other  than as specifically set forth in the waiver.                     D.      Assignment. Employee may not assign any right, interest, or obligation under this Agreement, in whole or  in  part,  without the written consent of Company. Company will be free to assign its rights, interests, and obligations under this Agreement without  the consent of Employee. After any such assignment by Company, Company shall be discharged from all further liability hereunder and  such assignee shall thereafter be deemed to be Company for the purposes of all provisions of this Agreement including this Section.                          Executed at Eden Prairie, Minnesota, this  day of             , 20   .                                                                       By:    C. H. ROBINSON WORLDWIDE, INC.,                                                                                                                                                                                       President and Chief Executive Officer                                                                                          EMPLOYEE:                                                                                              6