CONFIDENTIALITY AND NONCOMPETITION AGREEMENT

Exhibit 10.5

C. H. ROBINSON WORLDWIDE, INC.

and Subsidiaries

CONFIDENTIALITY AND NONCOMPETITION AGREEMENT

                                                                                      , hereinafter referred to as “employee,” or “I,” or “me.”

(PRINT NAME)

I.

RECITALS

Employee wishes to be employed by C.H Robinson Worldwide, Inc., or one of its subsidiary or affiliated companies (“Company”) in a significant position involving customer or vendor contact, and access to the Company’s confidential and proprietary business information. Employee wishes to enter into and continue such employment with the potential of increased responsibility and knowledge about the Company’s affairs.

II.

DEFINITIONS

In this Agreement:

A. 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.

B. “The Company Businesses” shall mean freight brokerage and contracting, contract logistics, freight forwarding, 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”),

C. “Confidential Information” shall mean,

1. Company’s strategic and other business plans, designs, customer and carrier lists, and Company’s marketing, accounting, merchandising, 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, 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 customer and carrier lists, business forms, weekly loading lists, service contracts, all pricing information, computer programs, tariff information and marketing aids.

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.

D. “Competing Business” means any business, firm, undertaking, company or organization, other than the Company, which:

E. “Customer” means any person, company or organization that has employed or potentially could employ the Company’s services in any of the Company Businesses.

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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) more and better information about 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 in both sales, operations, management and customer-related capacities, and I recognize that optimum progression and specialization cannot take place unless Confidential Information relating to technology, processes, plans, development, activity, customers and the like is entrusted to me.

C. The Company may provide me with Confidential Information to permit me to carry out, perform, and fulfill my job responsibilities. 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 customers, and I recognize that disclosure of any such Confidential Information to competitors of the Company or to the general public would be highly detrimental to the Company. I further acknowledge that, in the course of perform