MotionandAffidavitDeclaration PDF

1 FILED The Honorable Sean O’Donnell
2020 JUN 09 09:00 AM

2 KING COUNTY
SUPERIOR COURT CLERK
3 E-FILED
CASE #: 20-2-08977-0 SEA
4
7
SUPERIOR COURT OF THE STATE OF WASHINGTON
8 IN AND FOR KING COUNTY
9 )
AMAZON.COM, INC., )
10
) No. 20-2-08977-0 SEA
11 Plaintiff, )
) AMAZON’S MOTION FOR
12 v. ) TEMPORARY RESTRAINING
) ORDER
13 BRIAN HALL, )
)
14
Defendant. )
15
I. SUMMARY & RELIEF REQUESTED
16 This is a noncompete case. Until recently, Brian Hall was the Vice President of Product
17 Marketing for Amazon’s cloud computing business, Amazon Web Services (“AWS”). Hall’s
18 job was to help AWS determine what, when, why, how, where, and to whom it should launch
19 its future cloud products.1 As a result, Hall helped develop and knows the entire confidential
20 Amazon cloud product roadmap for 2020-21. Virtually every day, Hall worked with Amazon’s
21 most senior cloud executives to create and execute those plans. He was entrusted with an
22 unusually broad view into Amazon’s cloud product plans; its priorities; and its competitive
23 strategy.
24 After being passed over for a promotion, Hall resigned and accepted the exact same
25 position – Vice President of Product Marketing, Cloud – at Google’s competitive cloud
26
27 1
Amazon uses the term “product” to refer to its cloud products, services, and feature enhancements.
Davis Wright Tremaine LLP
L AW O FFICE S
AMAZON’S MOTION FOR TRO - 1 920 Fifth Avenue, Suite 3300
Seattle, WA 98104-1610
206.622.3150 main · 206.757.7700 fax
1 business, despite a noncompete agreement. Hall’s Google employment began on May 4, 2020,
2 although he did not begin substantive duties until last week. Amazon consented to Hall
3 working for Google in a limited and non-competitive role (i.e., consulting on Google’s
4 marketing organizational structure) until the scheduled July 31, 2020 hearing on Amazon’s
5 forthcoming motion for a preliminary injunction. Google now insists on expanding Hall’s
6 work, effective this morning, to include work on messaging Google’s cloud products at Cloud
7 Next, Google’s largest annual cloud marketing event.
8 Hall’s confidential Amazon knowledge would be invaluable to shaping Google’s
9 marketing messages about its competing cloud products. Yet, he and Google have refused
10 Amazon’s requests to modify his role at Google to avoid inevitably using or disclosing
11 Amazon’s confidential information, and instead gave Amazon one business day’s notice that
12 Hall would begin working on Cloud Next. Hall’s proposed position at Google—including the
13 Cloud Next work he will begin this morning—threatens immediate and irreparable harm to
14 Amazon. Amazon seeks the Court’s immediate assistance in maintaining the status quo
15 pending a preliminary injunction hearing.
16 II. STATEMENT OF FACTS
17 A. Amazon’s Cloud Products Business.

18 AWS is Amazon’s cloud computing business. Declaration of Rachel Thornton
19 (“Thornton Decl.”) ¶¶ 3-4. It offers a wide variety of products including providing customers
20 with computing power, data storage, databases, analytics, developer and management tools,
21 machine learning services, and security services. Id. at ¶ 4. Customer needs for cloud products
22 vary and cloud businesses constantly innovate new products to address customer needs. Some
23 products require massive investments and take years to develop, launch, and refine with
24 additional features. Declaration of Matt Wood (“Wood Decl.”) ¶¶ 13, 17. Amazon and Google
25 have global cloud businesses. Thornton Decl. ¶¶ 4-5.
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1 B. Hall Agreed Not to Compete With Amazon or Misuse Amazon’s
Proprietary Information.
2
Hall joined Amazon on June 18, 2018. Declaration of Paz Patel (“Patel Decl.”) ¶ 3 &
3
Ex. A. As a condition of his employment, Hall executed a Confidentiality, Noncompetition and
4
Invention Assignment Agreement (“Noncompetition Agreement”), which provides that:
5
 Hall would be given access to valuable confidential information concerning
6 Amazon’s business. ¶ 3.1;
7
 Hall will not use or disclose Amazon’s confidential information after his
8 employment. ¶¶ 3.2-3.4;
9  For 18 months after leaving Amazon, Hall will not “directly or indirectly” “engage
in or support the development, manufacture, marketing, or sale of any product or
10 service that competes or is intended to compete with any product or service sold,
offered, or otherwise provided by Amazon (or intended to be sold, offered, or
11
otherwise provided by Amazon in the future) that Employee worked on or
12 supported, or about which Employee obtained or received Confidential
Information.” ¶ 4.1;
13
 Hall acknowledged that the noncompetition covenant may “significantly limit
14 Employee’s future flexibility in many ways,” and will “bar Employee, for 18
months after the Separation Date, from accepting certain competitive opportunities.”
15
¶ 4.4;
16
 Hall further acknowledged “the geographic areas applicable to certain restrictions”
17 are “extremely broad and in many cases worldwide.” Hall agreed that the
restrictions “are reasonable in scope, area, and duration, and will not result in any
18 undue hardship for Employee.” ¶ 4.4; and
19
 Injunctive relief is appropriate to enforce the agreement and prevent irreparable
20 harm. ¶ 7.4.
21 Id. at ¶ 4 & Ex. B.

22
C. Hall’s Extensive Involvement in Amazon’s Cloud Product Roadmap.
23 Hall was employed by Amazon as Vice President, Product Marketing, AWS. Id. at ¶¶
24 5-6 & Ex. C. Hall’s position was internally classified as a “Level 10” position, which is one of
25 the highest levels at Amazon. Id. at ¶ 6. Hall’s total compensation for 2019 was seven figures
26 and projected to increase in 2020. Id. at ¶ 7 & Ex. E.
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1 Hall’s work at Amazon required a deep and nuanced technical and strategic
2 understanding of Amazon’s current and future cloud products. Thornton Decl. ¶¶ 11, 17-19.
3 At Amazon, product development follows a concept known as “working backwards.” Amazon
4 starts its development process with a draft press release addressing customer needs, the
5 competitive landscape, and pricing, among others. Id. at ¶¶ 17-19. The press release is created
6 as a collaboration between Amazon’s marketing and product teams. Throughout product
7 development this collaborative process continues, and Amazon determines customer needs; the
8 products it will develop to meet those needs; the investment in each product; the messaging to
9 customers about each product; product pricing; and the timing and go-to-market plan for
10 launching each product. Id. Hall was responsible for the marketing team’s deep involvement
11 in developing and implementing these plans. Id.
12 As leader of cloud product marketing, Hall had broad exposure to and involvement in
13 Amazon’s cloud business plans. Id. at ¶ 31. He routinely met with AWS’s most senior
14 executives to develop Amazon’s plans and strategies. Id. at ¶ 24 & Ex. G. He supervised
15 marketing teams that paired with Amazon cloud product teams—including teams focused on
16 customer research, competitive analysis, enterprise strategy, machine learning services, gaming
17 technology, open source technologies, startups, and industry focused marketing teams. Id. at ¶
18 10. Hall helped develop and knows the entire confidential Amazon cloud product roadmap for
19 2020-21 including the nature of the products; the customers to whom the products are or will be
20 targeted; the messaging to customers regarding the products; competitive positioning;
21 Amazon’s investment in the products; pricing; and proposed launch dates. Wood Decl. ¶¶ 8,
22 23.
23 In addition, Hall directed Amazon’s marketing plans for Amazon’s 2020-21 roadmap,
24 including go-to-market plans and brand strategy. Thornton Decl. ¶¶ 8-10, 19 & Ex. D. Hall
25 also possesses confidential information regarding Amazon’s customer relationships, sales
26 targets, and revenue, including the identities of Amazon’s most important customers and
27 partners and Amazon’s cloud business expansion plans and target customers. Id. at ¶ 23.
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1 In short, Hall knows—and participated in formulating—the roadmap and competitive
2 strategies for Amazon’s cloud computing products through 2021, and he was instrumental in
3 selling that vision to Amazon’s actual and prospective customers. See generally Thornton
4 Decl.; Wood Decl.
5 D. Hall Violated the Agreement by Leaving AWS to Join Google’s Competitive

Cloud Business.
6
Hall resigned on March 31, 2020, and Amazon discovered that Hall intended to join
7
Google as Vice President of Product Marketing, Cloud. Thornton Decl. ¶ 26. Google Cloud
8
Platform is Google’s cloud computing business. Id. at ¶ 5. Amazon informed Google that
9
Hall’s proposed position would violate his Noncompetition Agreement. Declaration of Zana
10
Bugaighis (“Bugaighis Decl.”) ¶ 2. Amazon contacted Google to discuss any steps Google
11
planned to take to ensure Hall would not compete unfairly with Amazon. Id. at ¶ 3. Amazon
12
repeatedly indicated it would have no objection to Hall marketing Google hardware outside of
13
Google cloud—as he did not work on hardware outside of cloud computing at Amazon but has
14
extensive prior work experience (from Microsoft) in hardware. Google did not do so. Id.
15
According to Google, the overall description for Hall’s role at Google is:
16
Purpose of role. At its highest level, Brian’s job is to explain
17 products and translate their uses and benefits into messaging for
customers. Product marketers are the bridge between the product
18 development/management and sales teams.
19 Id. at¶ 11 & Ex. C. That is identical to Hall’s role at AWS.
20 Google also represented that his “primary responsibilities” will be:
21 1. Drive the overall product marketing vision and execution by

partnering closely with the product management, outbound product
22 management, engineering and sales teams to create a
comprehensive marketing strategy.
23
[] 2. Lead branding, positioning, messaging and narrative for
24 Cloud horizontal and industry solutions
25 [] 3. Work with the product management and sales teams to
develop marketing positions that resonate with different categories
26 of buyers
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1 [] 4. Build thought leadership, content and tools for marketing
campaigns and web.
2
[] 5. Develop the product innovations “story” for key industry
3 moments Cloud Next, Cloud Summits, Major Partner Summits,
and so on.
4
[] 6. Develop deep relationships and trust with industry analysts
5 (e.g., Gartner and Forrester) to provide strategic input on
commercialization (e.g., pricing and packaging) across core
6 products and solutions.
7 Id. Those responsibilities are virtually identical to Hall’s responsibilities at AWS and will
8 inevitably require him to compete against Amazon in these exact same arenas.
9 On June 5, 2020, Google informed Amazon that Hall would begin substantive work
10 related to the Google Cloud Next conference on June 8, 2020. Bugaighis Decl. ¶ 8 & Ex. A.
11 Google Cloud Next, Google’s premiere cloud product marketing event, begins on July 14,
12 2020, and lasts nine weeks. Thornton Decl. ¶ 27. It is a key event for Google to market its
13 cloud products against Amazon, and more than 10,000 customers and industry analysts are
14 expected to attend. Id. Google stated Hall’s role will be “writing communications, slides and
15 scripts for the Google Cloud Next ’20 conference” that “focus[] on communications about
16 [Google] Cloud products . . . .“ Bugaighis Decl. ¶ 5.
17 Hall knows proprietary and confidential details of AWS’s business that could be used
18 by Hall and Google to compete unfairly against AWS. See generally Thornton Decl.; Wood
19 Decl. Hall’s deep and broad knowledge of AWS’s yet-to-be launched products and associated
20 marketing plans will enable Google to gain an unfair competitive advantage. Thornton Decl. ¶¶
21 27-34; Wood Decl. ¶¶ 21-23 The highly confidential and propriety information Hall possesses
22 about AWS’s products and marketing plans would provide Google with a detailed roadmap that
23 Google could use to anticipate and undercut AWS’s product launches through 2021. Id.
24 Hall can inform Google of the products AWS intends to launch, their relative strengths
25 and weaknesses, how AWS will position its products in the marketplace, to whom AWS’s
26 products will be marketed, and associated pricing. Id. Google could use that information to
27 preemptively develop and market competing products. Id. Google could also use that
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1 information to undercut AWS’s existing marketing plans through preemptive marketplace
2 messaging (e.g., “Amazon is going to say X, so Google should say Y.”) or by repositioning
3 existing Google products by, for example, altering Google’s pricing structures. Id.
4 The risks Hall poses to Amazon’s protectable interests are acute with regard to Google
5 Cloud Next. Google has attempted to minimize the competitive nature of Hall’s work on Cloud
6 Next by describing it as merely “editing premade materials and summarizing public
7 comments.” But that work is inherently competitive. First, Hall will be involved in product
8 messaging for Google’s premiere event for launching cloud products that compete with
9 Amazon. In fact, Google’s counsel has stated Hall’s role will be “[e]stablish[ing] a clear
10 narrative for how each [Google] product area is leading in the market” against Google’s
11 competitors, including Amazon. Bugaighis Decl. ¶ 11 & Ex. C at 4. Second, Hall cannot
12 divorce his confidential and proprietary knowledge of AWS cloud offerings from work for
13 Google requiring him to improve Google’s cloud product messaging and target current and
14 prospective customers. He knows what product features or messages should be emphasized or
15 de-emphasized concerning Amazon current and future products. Third, Hall performed this
16 same work for Amazon months earlier. Fourth, Hall knows what Amazon will be prepared for
17 and how to differentiate Google’s messaging to customers at Cloud Next. Id. at ¶ 9 & Ex. B.
18 E. Notice of This Motion for a TRO

19 The parties have been working together on expedited discovery and scheduling since
20 this lawsuit was filed, with Google repeatedly assuring Amazon that a TRO would not be
21 necessary. Based on those assurances, Amazon has responded to voluminous discovery
22 requests in an expedited manner – producing 100,000 documents on June 5 – and worked
23 cooperatively to accommodate Google’s scheduling proposals. Nevertheless, on June 5 at
24 4:21p.m., Google abruptly changed direction and informed Amazon that Hall would begin
25 substantive duties at Google on Monday, June 8, working on Google Cloud Next over
26 Amazon’s objections. Bugaighis Decl. ¶¶ 4-7.
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1 Amazon’s counsel originally confirmed it would file this TRO motion on June 8, asking
2 for a hearing as soon as it could be held and asked Google and Hall to delay Hall’s start until
3 this Court resolves this Motion. Google replied on Saturday, June 6 that Hall will begin
4 working on Cloud Next at 9 a.m. on Tuesday, June 9, to allow the Court time to consider this
5 Motion. Id. at ¶ 10. On June 8, Amazon’s counsel confirmed it was finalizing its papers and
6 would file this Motion early on the morning of June 9 before Hall was scheduled to work. Id.
7 at ¶ 16.
8 III. STATEMENT OF ISSUES

9 Should the Court enter a temporary restraining order maintaining the status quo by
10 barring Hall from performing cloud marketing work for Google until the July 31, 2020
11 preliminary injunction hearing or, in the alternative, enter a temporary restraining order limiting
12 Hall’s employment with Google to the agreed-upon consulting on marketing organizational
13 structure role until the preliminary injunction hearing?
14 IV. EVIDENCE RELIED UPON

15 The Declarations of Paz Patel, Rachel Thornton, Matt Wood, Zana Bugaighis, and the
16 exhibits attached thereto.
17 V. AUTHORITY AND ARGUMENT

18 Injunctive relief is appropriate when a plaintiff demonstrates “(1) a clear legal or
19 equitable right, (2) a well-grounded fear of immediate invasion of that right, and (3) actual and
20 substantial injury as a result.” Resident Action Council v. Seattle Hous. Auth., 177 Wn.2d 417,
21 445–46 (2013), as amended on denial of reh’g (Jan. 10, 2014). All are present here.
22 Hall’s contractual obligations of confidentiality and non-competition are clear. Hall’s
23 actions have already breached these obligations and, absent relief, are likely to continue. If not
24 enjoined, Amazon will suffer substantial and irreparable injury.
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1 A. The Noncompetition Agreement is Enforceable and Amazon Has a Clear
Legal and Equitable Right to Relief.
2
Washington courts consider three factors in assessing the enforceability of a covenant
3
not to compete: (1) whether the restrictions are reasonably necessary to protect the employer’s
4
business or goodwill; (2) the reasonableness of the restraint; and (3) the degree of harm to the
5
public from the loss of the employee’s services.2 Perry v. Moran, 109 Wn.2d 691, 698 (1987),
6
modified on reconsideration, 111 Wn.2d 885 (1989). Reasonable agreements are enforceable
7
by way of injunctions, especially where, as here, the noncompetition agreement “concedes that
8
in the event of breach of the post-employment competition provision, [the former employer]
9
shall be entitled to injunctive relief, because [breach] would cause irreparable injury.” Estee
10
Lauder Cos. Inc. v. Batra, 430 F. Supp. 2d 158, 174 (S.D.N.Y. 2006).
11
1. The Noncompetition Agreement’s Limited Restrictions Are
12 Necessary to Protect Amazon’s Interests.
13 The noncompetition covenant to which Hall agreed is necessary to protect Amazon’s
14 legitimate interest in its confidential information. Hall knows the what, when, why, how, and
15 where of Amazon’s current and future cloud products. Hall also knows the what, when, why,
16 how, and where Amazon will market those products to compete with Google. A restriction that
17 prevents Hall from working in the same role for one of Amazon’s principal competitors
18 consistent with Washington’s noncompete statute’s 18-month limitations is reasonable. The
19 restriction is specifically reasonable as applied to Google Cloud Next because of the acute harm
20 Hall will cause Amazon if permitted to craft Google’s competitive cloud product messaging
21 mere months after performing the same work for Amazon. Bugaighis Decl. ¶ 9 & Ex. B; Wood
22 Decl. ¶¶ 21-22.
23 Disclosure or misuse of Amazon’s confidential and proprietary information would harm
24 Amazon by allowing Google and Hall to use that information to their advantage in developing
25 and improving their competitive offerings. Thornton Decl. ¶ 28. Similarly, Google and Hall
26
2
Hall’s Noncompetition Agreement satisfies Washington’s Noncompetition Covenants statute because Hall was
27 paid a seven-figure salary and the term does not exceed 18 months. RCW 49.62.020.
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1 could use that information to undercut Amazon’s product offerings before they are even
2 launched. Id.
3 Numerous courts have granted injunctive relief specifically to protect the legitimate
4 interests Amazon asserts here. For example, the Ninth Circuit held in Nike, Inc. v. McCarthy:
5 McCarthy would be responsible for developing strategic sales

plans, providing overall direction for product allocation and
6 shaping product lines, including how products are priced. Thus,
McCarthy could help choose product allocation, sales and pricing
7 strategies for Reebok that could divert a substantial part of Nike’s
footwear sales to Reebok based on his knowledge of information
8 confidential to Nike without explicitly disclosing this information
to any of Reebok’s employees. Accordingly, the potential use of
9 confidential information by McCarthy in his new position with
Reebok is sufficient to justify enforcing the noncompete agreement
10
379 F.3d 576, 586 (9th Cir. 2004).
11
Such cases are legion. See, e.g., Tilden Recreational Vehicles, Inc. v. Belair, 786 Fed.
12
Appx. 335, 341 (3d Cir. 2019) (“[B]ecause the employee’s new role relies on the same
13
knowledge of ‘customers, products, technical details, and marketing strategies’ as did the
14
former role, ‘it is virtually inconceivable that [the employee] would be able to avoid utilizing
15
the confidential information.’”); Harlan Labs., Inc. v. Campbell, 900 F. Supp. 2d 99, 109 (D.
16
Mass. 2012) (“[G]eneral trends in customer preferences, pricing, and sales revenue developed
17
from access to confidential information, could usefully inform someone creating new
18
marketing strategies and catalogs for a competitor. Even assuming the best of intentions on
19
Campbell’s part, it is difficult to conceive how all the information stored in Campbell’s
20
memory can be set aside as he applies himself in a competitor business.”); Estee Lauder, 430 F.
21
Supp. 2d at 175-76 (“He was knowledgeable about confidential products currently under
22
development and product innovations scheduled for the coming years. Additionally, Batra has
23
confidential information about the stage of development of products in the pipeline, wholly
24
apart from specific secrets concerning its process, which is entitled to protection.”); Nat’l Bus.
25
Servs., Inc. v. Wright, 2 F. Supp. 2d 701, 708 (E.D. Pa. 1998) (“Wright had access to
26
confidential information regarding ASI’s customers, products, technical details, and marketing
27
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1 strategies, both present and future. Wright’s proposed work for Impact would violate the
2 noncompete agreement.”); La Calhene, Inc. v. Spolyar, 938 F. Supp. 523, 530-531 (W.D. Wis.
3 1996) (“Defendant’s position with plaintiff gave him such intimate knowledge of plaintiff’s
4 research, product development, finances, marketing strategies and pricing information that it is
5 all but inevitable that he will utilize that knowledge during his work with Walker Stainless or
6 any other competitor of plaintiff, so long as he is selling a competing product.”); Diversified
7 Fastening Sys., Inc. v. Rogge, 786 F. Supp. 1486, 1494 (N.D. Iowa 1991) (“Rogge was the
8 director of marketing and as such possesses detailed knowledge of new product development,
9 new market development, and DFS’s marketing strategy. [T]he only rational way to enforce the
10 Non–Disclosure and Non–Competition Agreement . . . is to prevent defendant Rogge from
11 being employed by Sanko Fastem.”); Organo Gold Int'l, Inc. v. Ventura, 2016 WL 1756636, at
12 *6 (W.D. Wash. May 3, 2016) (“The non-compete clause . . . makes sense, as ‘[a]mong
13 Organo’s most valuable assets is . . . the network of Distributors and customers that market and
14 sell Organo's products and services – as well as the contact information and the customer data
15 within the sales organization.’ That interest is squarely recognized under Washington law.”).
16 Google has contended that Amazon’s noncompete agreement is unenforceable by
17 referring to language from the case of Amazon.com, Inc. v. Moyer describing the noncompete
18 restriction as overbroad in that particular case. 417 F. Supp. 3d 1388, 1398 (W.D. Wash.
19 2019). However, the court in Moyer entered a preliminary injunction enforcing the
20 noncompete agreement against a former AWS sales executive. Id. at 1405. Moreover, as
21 discussed below, this Court has routinely enforced Amazon’s noncompete.
22 2. The Noncompetition Agreement’s Noncompetition Covenant is

Reasonable.
23
The same form of Noncompetition Agreement Hall executed has been held enforceable
24
by this Court on similar facts. In Amazon v. Szabadi, Judge Ramsdell ruled against Google and
25
held Amazon had a right to enforce its Noncompetition Agreement to hold a former employee
26
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1 out of a competitive position. See Bugaighis Decl. Ex. D ¶¶ 15-16.3 Two years later, in
2 Amazon v. Farrell, Commissioner Velategui granted Amazon’s motion for a temporary
3 restraining order, holding Amazon had a clear contractual right to enforce its Noncompetition
4 Agreement to prevent Farrell from accepting a directly competitive position. Id. Ex. E.
5 The Noncompetition Agreement’s 18-month restriction is reasonable and enforceable
6 under RCW 49.62.020(2), and in this case tracks closely with Hall’s knowledge of Amazon’s
7 cloud product roadmap and marketing plans through 2021. Washington courts routinely
8 uphold such covenants. See, e.g., Moran, 109 Wn.2d at 693-97. During the 18-month
9 noncompete period, Hall is not prohibited from working or earning a living. He is prohibited
10 from working (for a limited time) in one business line of an Amazon direct competitor. He has
11 in fact been hired by Google, not its cloud business (a fact Google uses to attempt to distinguish
12 Hall’s role from that at AWS), and could, for example, work at Google marketing non-cloud
13 products such as hardware and devices.
14 3. No Public Policy Weighs in Favor of Excusing Hall From His

Commitments to Amazon.
15
There is no policy reason Amazon’s Noncompetition Agreement should not be enforced
16
on the facts of this case. To the contrary, public policy supports the enforcement of contracts.
17
See Snohomish Cty. Pub. Transp. Benefit Area Corp. v. FirstGroup Am., Inc., 173 Wn.2d 829,
18
854 (2012) (“the highest public policy is found in the enforcement of the contract”). Google is
19
capable of competing with Amazon—fairly, and without trading on Hall’s intimate knowledge
20
of Amazon’s cloud product roadmap.
21
22
23
24 3
The Court held that noncompete provision could not hold Szabadi out of work for Google entirely, but properly
restricted Szabadi from working at Google in a substantially similar position. Id. Amazon has offered to allow
25
Hall to consult on Google’s marketing organizational structure but Google’s insistence on expanding that work to
Cloud Next—preparing speeches for customers regarding Google’s cloud products—indicates that Google and
26 Hall do not understand the scope of Amazon’s legitimate protectable interest and cannot be trusted to comply with
limited job duties. As such, Hall should be restrained from any Google cloud marketing work or any other work
27 which would use or disclose Amazon’s confidential information.
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1 B. Amazon has a Well-Grounded Fear of Invasion of Its Rights.
2 Amazon has a well-grounded fear that Hall will breach his obligations under the
3 Agreement. Hall has taken the same product marketing position at Google that he held at
4 Amazon. Indeed, Google produced a document indicating this was precisely why Google
5 supported his hiring. Bugaighis Decl.¶ 14 & Ex. F at 2. In that role, Hall will be marketing
6 Google cloud products against competing Amazon cloud products. In fact, Hall is starting
7 today in a role crafting Google’s cloud product messaging for Google Cloud Next ’20,
8 Google’s biggest cloud marketing event of the year and a key event for Google to market its
9 cloud products against Amazon’s cloud products. Bugaighis Decl.¶ 10. This is precisely the
10 species of unfair competition that noncompete agreements prohibit.
11 C. Hall’s Employment with Google Will Irreparably Harm Amazon.

12 Hall will inevitably trade on his knowledge of Amazon’s confidential information in his
13 product-marketing role for Google. In Szabadi, the court held “[t]he doctrine of ‘inevitable
14 disclosure’ is available in the State of Washington.” Bugaighis Decl. Ex. D ¶ 18. Under the
15 doctrine of “inevitable disclosure,” an employer can prove a threat of misappropriation
16 sufficient to enjoin a former employee from working for a competitor by demonstrating the
17 employee’s new employment “will inevitably lead him to rely on the [previous employer’s]
18 trade secrets.” PepsiCo, Inc. v. Redmond, 54 F.3d 1262, 1269 (7th Cir. 1995).
19 Irreparable harm is also clear where, as here, Hall’s knowledge would allow Google to
20 undermine Amazon’s product launches:
21 [T]he balance of irreparable harms weighs heavily in Brunswick’s

favor. Jones possesses confidential information concerning
22 Brunswick’s engineering failures and successes, financial
performance and projections, and marketing plans. Access to such
23 information could enable a competitor to cut the time and costs
required to develop a new product by avoiding engineering blind
24 alleys. It would permit a competitor to preempt Brunswick’s new
products before they reached the market. It would allow a
25 competitor to determine how aggressively it should price its
products.
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1 Brunswick Corp. v. Jones 784 F.2d 271, 275 (7th Cir. 1986). If Hall is allowed to breach his
2 Agreement, he can influence Google’s cloud business and undermine Amazon’s intensive
3 product and marketing strategy development.
4 Hall executed an enforceable noncompete as a condition of his employment, and he is
5 about to violate that agreement in a manner that will unfairly advantage a rival business.
6 Enforcement of the Agreement protects Amazon’s legitimate business interests without
7 harming Hall, Google, or the public.
9 DATED this 9th day of June, 2020.
10 KCLCR 7(b)(5)(B)(vi) Certification:

11 I certify that this memorandum contains 4,198 words, in compliance with the Local Civil Rules.
12
13 Attorneys for Plaintiff Amazon.com, Inc.
14 By s/ Robert Maguire
Brad Fisher, WSBA #19895
15 Robert Maguire, WSBA #29909
Zana Bugaighis, WSBA #43614
16 920 Fifth Ave, Suite 3300
17 Telephone: 206-622-3150
Facsimile: 206-757-7700
18 E-mail: bradfisher@dwt.com
E-mail: robmaguire@dwt.com
19 E-mail: zanabugaighis@dwt.com
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1 The Honorable Sean O’Donnell
2
9 SUPERIOR COURT OF THE STATE OF WASHINGTON

IN AND FOR KING COUNTY
10
11
AMAZON.COM, INC.,
12
Plaintiff, No. 20-2-08977-0 SEA
13
v. TEMPORARY RESTRAINING
14 ORDER
15 BRIAN HALL,
[PROPOSED]
16 Defendant.
17
18 This matter came before the Court on Plaintiff Amazon.com, Inc.’s (“Amazon”) Motion
19 for Temporary Restraining Order (the “Motion”). The Court considered the pleadings
20 submitted by the parties, including:
21 1. Amazon’s Motion For Temporary Restraining Order;
22 2. Declaration of Rachel Thornton and the exhibits attached thereto;
23 3. Declaration of Paz Patel and the exhibits attached thereto;
24 4. Declaration of Matt Woods and the exhibits attached thereto;
25 5. Declaration of Zana Bugaighis and the exhibits attached thereto; and
26 6. Defendant’s Opposition to Amazon’s Motion for Temporary Restraining Order,
27 if any; and
L AW O FFICE S
920 Fifth Avenue, Suite 3300
TEMPORARY RESTRAINING ORDER - 1 Seattle, WA 98104-1610
206.622.3150 main · 206.757.7700 fax
1 7. ________________________________________________________________
2 8. ________________________________________________________________
3 The Court having heard argument of counsel and in all things being fully advised, now,
4 therefore, makes the following Findings of Fact and Conclusions of Law:
5 1. The Court has jurisdiction over the subject matter of this action and jurisdiction
6 over the person of the defendant Brian Hall (“Hall”).
7 2. Amazon was informed by Google on Friday, June 5, 2020, that Hall—who had
8 been voluntarily sitting out of competitive cloud product marketing work at Google to that
9 point—would be starting work on Monday, July 8, 2020, in a cloud product marketing
10 assignment.
11 3. On Friday, June 5, 2020, Amazon gave counsel for Google and Hall notice by
12 email that it would be seeking a temporary restraining order in the Ex Parte Department of the
13 King County Superior Court (Seattle) on Monday, July 8, 2020.
14 4. On Saturday, June 6, 2020, counsel for Google informed Amazon’s counsel
15 that Hall would not commence his cloud product marketing assignment until June 9, 2020, at
16 9:00 a.m.
17 5. On Monday, June 8, 2020, Amazon served copies of its Motion for Temporary
18 Restraining Order, Motion to Seal, and all supporting declarations on counsel for Hall in
19 advance of the scheduled __________ hearing in the Ex Parte Department.
20 6. The Court heard argument on the Motion on ____________.
21 7. Amazon has a clear legal and equitable right to protect its legitimate business
22 interests.
23 8. Amazon has a reasonable and well-grounded belief that Hall intends to violate
24 its rights by working at Google in a cloud product marketing capacity.
25 9. Amazon has demonstrated that it may suffer actual and substantial injury to its
26 interests if Hall is allowed to work for Google in any cloud marketing capacity or any other
27
L AW O FFICE S
206.622.3150 main · 206.757.7700 fax
1 capacity that would involve his inevitable use or disclosure of Amazon confidential
2 information.
3 10. There are no equitable or other reasons why Amazon is not entitled to a
4 restraining order pending the scheduled July 31, 2020 hearing upon Amazon’s forthcoming
5 motion for a preliminary injunction.
7 WHEREFORE, the Court Orders as follows:
8 A. Amazon’s Motion is GRANTED in the form of a temporary restraining order in
9 effect until the scheduled July 31, 2020 hearing upon Amazon’s forthcoming motion for a
10 preliminary injunction.
11 B. Hall is hereby temporarily enjoined from engaging in any activities that directly
12 or indirectly support any aspect of Google’s cloud product marketing operations, cloud
13 products or services, or any other capacity that would involve his inevitable use or disclosure of
14 Amazon confidential information.
15 C. This temporary restraining order shall bind Hall, his agents and attorneys, and
16 those acting in concert with them, who receive actual notice of this restraining order by
17 personal service or otherwise.
18 D. This temporary restraining order shall become effective immediately. Amazon
19 shall have three business days to post security in the amount of ____________, an amount
20 deemed proper to compensate Hall in the event he is determined to have been wrongfully
21 enjoined.
22 E. This temporary restraining order shall continue until the date and time of the
23 July 31, 2020 hearing on why a preliminary injunction should not be entered, set for
24 videoconference before the Hon. Sean O’Donnell.
25
26 //
27 //
L AW O FFICE S
206.622.3150 main · 206.757.7700 fax
1 IT IS SO ORDERED.
2 DATED this _____ day of June, 2020.
4
Superior Court Commissioner
5
6
Presented by:
7
8 Davis Wright Tremaine LLP

Attorneys for Plaintiff Amazon.com, Inc.
9
By s/ Robert Maguire
10 Brad Fisher, WSBA #19895
11 Robert Maguire, WSBA #29909
Zana Bugaighis, WSBA #43614
12 920 Fifth Avenue, Suite 3300
13 Telephone: 206-622-3150
Facsimile: 206-757-7700
14 E-mail: bradfisher@dwt.com
15 E-mail: robmaguire@dwt.com
E-mail: zanabugaighis@dwt.com
16
17
18
19
20
21
22
23
24
25
26
27
L AW O FFICE S
206.622.3150 main · 206.757.7700 fax

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1 FILED The Honorable Sean O’Donnell

2020 JUN 09 09:00 AM

7 Next, Google’s largest annual cloud marketing event.

8 Hall’s confidential Amazon knowledge would be invaluable to shaping Google’s

15 pending a preliminary injunction hearing.

16 II. STATEMENT OF FACTS

17 A. Amazon’s Cloud Products Business.

25 have global cloud businesses. Thornton Decl. ¶¶ 4-5.

21 Id. at ¶ 4 & Ex. B.

3 At Amazon, product development follows a concept known as “working backwards.” Amazon

6 as a collaboration between Amazon’s marketing and product teams. Throughout product

11 in developing and implementing these plans. Id.

20 targeted; the messaging to customers regarding the products; competitive positioning;

25 also possesses confidential information regarding Amazon’s customer relationships, sales

4 Decl.; Wood Decl.

5 D. Hall Violated the Agreement by Leaving AWS to Join Google’s Competitive

20 Google also represented that his “primary responsibilities” will be:

21 1. Drive the overall product marketing vision and execution by

16 [Google] Cloud products . . . .“ Bugaighis Decl. ¶ 5.

6 Next by describing it as merely “editing premade materials and summarizing public

14 prospective customers. He knows what product features or messages should be emphasized or

18 E. Notice of This Motion for a TRO

21 necessary. Based on those assurances, Amazon has responded to voluminous discovery

22 requests in an expedited manner – producing 100,000 documents on June 5 – and worked

23 cooperatively to accommodate Google’s scheduling proposals. Nevertheless, on June 5 at

26 Amazon’s objections. Bugaighis Decl. ¶¶ 4-7.

8 III. STATEMENT OF ISSUES

12 Hall’s employment with Google to the agreed-upon consulting on marketing organizational

13 structure role until the preliminary injunction hearing?

14 IV. EVIDENCE RELIED UPON

16 exhibits attached thereto.

17 V. AUTHORITY AND ARGUMENT

22 Hall’s contractual obligations of confidentiality and non-competition are clear. Hall’s

24 enjoined, Amazon will suffer substantial and irreparable injury.

18 consistent with Washington’s noncompete statute’s 18-month limitations is reasonable. The

23 Disclosure or misuse of Amazon’s confidential and proprietary information would harm

5 McCarthy would be responsible for developing strategic sales

6 any other competitor of plaintiff, so long as he is selling a competing product.”); Diversified

10 Non–Disclosure and Non–Competition Agreement . . . is to prevent defendant Rogge from

16 Google has contended that Amazon’s noncompete agreement is unenforceable by

21 discussed below, this Court has routinely enforced Amazon’s noncompete.

22 2. The Noncompetition Agreement’s Noncompetition Covenant is

2 Amazon v. Farrell, Commissioner Velategui granted Amazon’s motion for a temporary

5 The Noncompetition Agreement’s 18-month restriction is reasonable and enforceable

13 products such as hardware and devices.

14 3. No Public Policy Weighs in Favor of Excusing Hall From His

10 species of unfair competition that noncompete agreements prohibit.

11 C. Hall’s Employment with Google Will Irreparably Harm Amazon.

15 doctrine of “inevitable disclosure,” an employer can prove a threat of misappropriation

20 undermine Amazon’s product launches:

21 [T]he balance of irreparable harms weighs heavily in Brunswick’s

3 product and marketing strategy development.

4 Hall executed an enforceable noncompete as a condition of his employment, and he is

6 Enforcement of the Agreement protects Amazon’s legitimate business interests without

7 harming Hall, Google, or the public.

9 DATED this 9th day of June, 2020.

10 KCLCR 7(b)(5)(B)(vi) Certification:

9 SUPERIOR COURT OF THE STATE OF WASHINGTON

4 therefore, makes the following Findings of Fact and Conclusions of Law:

6 over the person of the defendant Brian Hall (“Hall”).

9 point—would be starting work on Monday, July 8, 2020, in a cloud product marketing

13 King County Superior Court (Seattle) on Monday, July 8, 2020.

14 4. On Saturday, June 6, 2020, counsel for Google informed Amazon’s counsel