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NON-COMPETITION AGREEMENT

NonCompetition Agreement

NON-COMPETITION AGREEMENT | Document Parties: LABOR READY INC You are currently viewing:
This NonCompetition Agreement involves

LABOR READY INC

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Title: NON-COMPETITION AGREEMENT
Date: 5/4/2007
Industry: Business Services    

NON-COMPETITION AGREEMENT, Parties: labor ready inc
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Exhibit 10.9

NON-COMPETITION AGREEMENT

In consideration of Labor Ready, Inc., or the Labor Ready, Inc. subsidiary, affiliate, related business entity, successor, or assign employing Executive (collectively “Labor Ready” or the “Company”), employing me, compensating me, providing me with benefits, providing me with administrative support; providing me with the benefit of Labor Ready’s research, know how, market strategies and business plans; and specifically in consideration of the additional consideration provided in the Executive Employment Agreement and Change In Control Agreement executed concurrently herewith, the adequacy, sufficiency and receipt of which is hereby acknowledged, and intending to be legally bound, I,                                   (“Executive”), hereby acknowledge that I understand and agree that the provisions hereof are part of and a condition of my employment with Labor Ready, and are effective as of December 31, 2006.

I.  NON-COMPETITION, NON-INTERFERENCE, NON-SOLICITATION, AND CONFIDENTIALITY

A.  Definitions.

1.              Business Area ” means any location in which Labor Ready conducts or plans to conduct business.  Executive acknowledges that Labor Ready has operations in all 50 states, the District of Columbia and at least three other countries, that Labor Ready plans to continue to expand its operations and presence both domestically and internationally and that as a member of Labor Ready’s senior management, Executive’s services are integral to these operations and expansion plans.

2.              “Candidate” means, any individual who has applied for and/or accepted placement in a job by Labor Ready with a Client, and (i) about whom Executive obtained information, or (ii) with whom Executive interacted on behalf of Labor Ready.

3.              “Client” means, any individual, business or other entity to which Labor Ready provided any services, at any time within twenty-four (24) months prior to Executive’s last date of employment with Labor Ready.

4.              “Colleague” means any Labor Ready employee who has been employed by Labor Ready during the six months prior to the termination of Executive’s employment with Labor Ready.

5.              “Confidential Information” means, whether original, duplicated, computerized, memorized, handwritten, or in any other form, and all information contained therein, including, without limitation: (a) the ideas, methods, techniques, formats, specifications, procedures, designs, strategies, systems, processes, data and software products which are unique to Labor Ready; (b) all of Labor Ready’s business plans,  present, future or potential customers or clients (including the names, addresses and any other information concerning any customer or client),

  

 



marketing, marketing strategies, pricing and financial information, research, training, know-how, operations, processes, products, inventions, business practices, databases and information contained therein, its wage rates, margins, mark-ups, finances, banking, books, records, contracts, agreements, principals, vendors, suppliers, contractors, employees, applicants, Candidates, skill sets of applicants, skill sets of Candidates, marketing methods, costs, prices, price structures, methods for calculating and/or determining prices, contractual relationships, business relationships, compensation paid to employees and/or contractors, and/or other terms of employment, employee evaluations, and/or employee skill sets; (c) the content of all of Labor Ready’s operations, sales and training manuals; (d) all other information now in existence or later developed which is similar to the foregoing; (e) all information which is marked as confidential or explained to be confidential or which, by its nature, is confidential or otherwise constitutes the intellectual property or proprietary information of Labor Ready; and/or (f) any of Labor Ready’s “trade secrets”.  For the purposes of this Section, all references to, and agreements regarding, Confidential Information or Confidential Information of Labor Ready also apply to Confidential Information belonging to any affiliate of Labor Ready, and to any confidential or proprietary information of third party clients that Labor Ready has an obligation to keep confidential.  Executive’s covenants in this Section shall protect affiliates and clients of Labor Ready to the same extent that they protect Labor Ready. Confidential Information shall not include any portion of the foregoing which (i) is or becomes generally available to the public in any manner or form through no fault of Executive, or (ii) is approved for Executive’s disclosure or use by the express written consent of the Chief Executive Officer of Labor Ready, Inc.

6.              Conflicting Organization” means, any person, entity or organization engaged (or about to become engaged) in a business similar to, or that competes with, the business of Labor Ready, including without limitation any person or organization that provides any product, process or service that is similar to or competes with any product, process or service provided by Labor Ready.  The term “Conflicting Organization” specifically includes without limitation any person, entity or organization that provides temporary and/or permanent staffing services in connection with manual or skilled laborers or employees, including without limitation, for jobs in construction, manufacturing, hospitality services, landscaping, warehousing, agriculture, waste and recycling, transportation, event logistics, and retail.

B.  Confidentiality, Non-Disclosure and Non-Use Obligations.

1.              Executive agrees that all records and Confidential Information obtained by Executive as a result of Executive’s employment with Labor Ready, whether original, duplicated, computerized, memorized, handwritten, or in any other form, and all information contained therein, are confidential and the sole and exclusive property of Labor Ready.  Executive understands and agrees that the business of Labor Ready and the nature of Executive’s employment will require Executive to have access to Confidential Information of and about Labor Ready, its business, its Candidates, and its Clients.  During Executive’s employment and thereafter, Executive will not use Confidential Information or remove any such records from the offices of Labor Ready except for the sole purpose of conducting business on behalf of Labor Ready.  Executive further agrees that during Executive’s employment and thereafter, Executive will not divulge or disclose this Confidential Information to any third party and under no

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circumstances will Executive reveal or permit this information to become known by any competitor of Labor Ready.

2.              Executive agrees and acknowledges that all Confidential Information is to be held in confidence and is the sole and exclusive property of Labor Ready and/or its affiliates or clients.  Executive recognizes the importance of protecting the confidentiality and secrecy of Confidential Information.  Executive agrees to use Executive’s best efforts to protect Confidential Information from unauthorized disclosure to others.  Executive understands that protecting Confidential Information from unauthorized disclosure is critically important to Labor Ready’s success and competitive advantage, and that the unauthorized use or disclosure of Confidential Information would greatly damage Labor Ready.  Executive recognizes and agrees that taking and using Confidential Information, including trade secrets, by memory is no different from taking it on paper or in some other tangible form, and that all of such conduct is prohibited.  Executive agrees that, prior to use or disclosure, Executive will request clarification from Labor Ready’s legal department if Executive is at all uncertain as to whether any information or materials are “Confidential Information.”

3.              During Executive’s employment and in perpetuity after the termination of Executive’s employment for any or no cause or reason, Executive agrees:  (a) not to use (or allow others to wrongfully use) any Confidential Information for the benefit of any person (including, without limitation, Executive’s benefit) or entity other than Labor Ready; and (b) not to, except as necessary or appropriate for Executive to perform Executive’s job responsibilities, disclose (or allow others to wrongfully disclose) any Confidential Information to others or download or make copies of any Confidential Information without Company’s written consent, or remove any such records from the offices of Labor Ready except for the sole purpose of conducting business on behalf of Labor Ready.   If at any time Executive ever believes that any person has received or disclosed or intends to receive or disclose Confidential Information without Company’s consent, Executive agrees to immediately notify Company.

4.              At any time during Executive’s employment upon Company’s request, and at the end of Executive’s employment with Company, even without Company’s request, Executive covenants, agrees to, and shall immediately return to Labor Ready, at its headquarters in Tacoma, Washington, all Confidential Information as defined herein, and all other material and records of any kind concerning Labor Ready’s business, and all other property of Company that Executive may possess or control.

5.              At all times, Executive agrees not to directly or indirectly take, possess, download, allow others to take or possess or download, provide to others, delete or destroy or allow others to delete or destroy, any of Labor Ready’s Confidential Information or other property, other than in the normal course of business.

6.              Executive agrees that these covenants are necessary to protect Company’s Confidential Information, and Company’s legitimate business interests (including, without limitation, the confidentiality of Labor Ready’s business information and other legitimate interests), in view of Executive’s key role with each branch of Company and its affiliates and the

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extent of confidential and proprietary information about the entire Company and its affiliates and clients to which Executive has information.  Company and Executive agree that the provisions of this Section do not impose an undue hardship on Executive and are not injurious to the public; that they are necessary to protect the business of Company and its affiliates and clients ; that the nature of Executive ’s responsibilities with Company under this Agreement and Executive ’s former responsibilities with Company provide and/or have provided Executive with access to Confidential Information that is valuable and confidential to Company ; that Company would not employ or continue to employ Executive if Executive did not agree to the provisions of this Section; that this Section is reasonable in its terms and that consideration supports this Section, including new consideration as set forth in the Executive Employment Agreement.

C.  Duty of Loyalty.

1.             Executive agrees that at all times during Executive’s employment with Labor Ready, Executive owes Labor Ready a duty of loyalty and a duty to act in good faith.  Executive agrees that during Executive’s employment, Executive will not individually, or in combination with any other Executive, individual, or competitor of Labor Ready, violate or breach the terms of this Agreement.

2.              Executive agrees to devote all time that is reasonably necessary to execute and complete Executive’s duties to Company.  During the time necessary to execute Executive’s duties, Executive agrees to devote Executive’s full and undivided time, energy, knowledge, skill and ability to Company’s business, to the exclusion of all other business and sideline interests.  Because of the agreement in the preceding sentence, during Executive’s employment with Company, Executive also agrees not to be employed or provide any type of services, whether as an advisor, consultant, independent contractor or otherwise in any capacity elsewhere unless first authorized, in writing, by a proper representative of Company.  In no event will Executive allow other activities to conflict or interfere with Executive’s duties to Company.  Executive agrees to faithfully and diligently perform all duties to the best of Executive’s ability.  Executive recognizes that the services to be rendered under this Agreement require certain training, skills and experience, and that this Agreement is entered into for the purpose of obtaining such service for Company.  Upon request, Executive agrees to provide Company with any information which Executive possesses and which will be of benefit to Company.  Executive agrees to perform Executive’s duties in a careful, safe, loyal and prudent manner.  Executive agrees to conduct him/herself in a way which will be a credit to Labor Ready’s reputation and interests, and to otherwise fulfill all fiduciary and other duties Executive has to Company.

D.  Return of Information, Records, and Materials.   Executive agrees that upon the terminatio


 
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