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6 SUPERIOR COURT OF THE STATE OF WASHINGTON

IN AND FOR KING COUNTY
7
)
8 AMAZON.COM, INC., )
) No.
9 Plaintiff, )
) COMPLAINT FOR INJUNCTIVE
10 v. ) AND OTHER RELIEF
)
11 GENE FARRELL, )
)
12 Defendant. )
13

14 Amazon.com, Inc. (Amazon) files this Complaint against Defendant Gene Farrell

15 (Farrell or Defendant), alleging as follows:

16 I. SUMMARY
17 1. Amazon brings this action against its former employee Farrell because he started

18 work with Amazons competitor, Smartsheet, Inc. (Smartsheet), and is in breach of his

19 agreement not to compete against Amazon for a limited time following the termination of his

20 employment with Amazon.

21 2. Farrell began work for Amazon in April 2012, joining Amazon Web Services,

22 LLC, a wholly-owned subsidiary of Amazon (AWS). In January 2016, Farrell was promoted

23 to Vice President of the AWS Enterprise Applications & EC2 Windows team.

24 3. AWS offers technology infrastructure and services commonly known as cloud

25 computing. Before cloud computing, individuals and businesses had to purchase servers and

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 1 software to store and use electronic data. Now, with the cloud customers essentially rent

2 the specific computing resources they need (from companies like AWS), when they need them.

3 4. AWS currently offers numerous cloud-based productivity products for

4 businessesi.e., products designed to streamline work processesincluding products for

5 corporate email and calendaring, document storage and collaboration, virtual meetings, video

6 calls, and chats, and virtual desktops. AWSs product offerings are in constant development.

7 5. Farrell was deeply involved in and knows, among other things, the technical

8 details of these products.

9 6. As a condition of his employment by Amazon, Farrell executed a

10 Confidentiality, Noncompetition and Invention Assignment Agreement (Noncompetition

11 Agreement), a true and correct copy of which is attached hereto as Exhibit A. In the

12 Noncompetition Agreement, Farrell promised to abide by limited noncompetition and non-

13 disclosure restrictions. These restrictions protect Amazons trade secrets and its highly

14 confidential information, as well as Amazons current and prospective customer relationships,

15 its existing and prospective business relationships, and its confidential plans and strategies.

16 7. On May 18, 2017, Farrell advised Amazon that he intended to leave Amazon

17 effective May 26, 2017, to take a Head of Product job at Smartsheeta company that also

18 offers a cloud-based productivity product. Amazon informed Farrell that this role would be

19 competitive with Amazon and in violation of his Noncompetition Agreement.

20 8. As a Vice President, Farrell had access to the most critical confidential and

21 proprietary information of AWS. Farrell was involved in and privy to AWSs strategy,

22 roadmap, pipeline, customers, strengths and weakness for cloud-based productivity products,

23 including the development of new products not yet publicly launched or announced. This

24 information is not available to those outside of Amazon, and even within the company was

25 accessible only by those with a legitimate business reason for needing such information.

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 1 9. Farrells role as Head of Product at Smartsheet will necessarily involve

2 development of and strategy regarding competing cloud-based productivity products, including

3 but not limited to those for project management, collaboration, and/or automation, and will

4 therefore breach the Noncompetition Agreement and threaten the disclosure of Amazons

5 highly confidential information.

6 10. Amazon asks this Court to enforce the terms of the Noncompetition Agreement

7 and to restrain Farrell from working for Smartsheet for 18-months from the date of his

8 departure.

9 II. PARTIES
10 11. Amazon is a corporation organized and existing under the laws of the State of

11 Delaware, with its principal place of business in Seattle, Washington.

12 12. Farrell is a former Amazon employee and was at all times relevant to this

13 complaint a resident of King County, Washington. On information and belief, Farrell currently

14 resides in King County, Washington.

15 III. JURISDICTION AND VENUE

16 13. This Court has jurisdiction over Farrell and the subject matter of this action

17 because Farrell entered into the Noncompetition Agreement in Washington; he is (or was at

18 relevant times) a resident of this state; he transacted business in Seattle, Washington; he

19 performed his contract with Amazon in Washington; and because he expressly consented to the

20 jurisdiction of this Court in the Noncompetition Agreement.

21 14. Venue properly lies in King County because a substantial part of the events

22 giving rise to this claim occurred in King County, defendant Farrell resides in King County,

23 and the express terms of Farrells Noncompetition Agreement with Amazon provide that venue

24 for any action brought to enforce that agreement shall be in King County, Washington.

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 1 IV. FACTS
2 A. Farrell Agreed to a Confidentiality, Noncompetition and Invention
Assignment Agreement as a Condition of Employment with Amazon.
3
15. Farrell was hired by Amazon in 2012 to work for AWS, which operates
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Amazons cloud computing business. The offer letter to Farrell explained that, as a condition
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of employment, he would be required to sign the Noncompetition Agreement. On March 5,
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2012, Farrell agreed to and executed the offer letter and Noncompetition Agreement which
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included an 18-month noncompetition restriction.
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16. AWS competes with Smartsheet (Amazon will submit to the court more detailed
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information regarding these efforts, under seal, and attorneys eyes only, at the appropriate
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time).
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17. Farrell not only knows AWSs confidential business strategies, he was
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instrumental in formulating them. In his role with AWS, Farrells responsibilities included
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developing the AWS Enterprise Applications business, and he was directly and integrally
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involved in developing strategies for its growth and sales. Farrell has deep and detailed
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knowledge of the technical details of Amazons future product and service offerings, the
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business, and competitive considerations that drove the decisions to develop and deploy them,
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and the strategy for launching these new products.
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18. Farrell has already started employment with Smartsheet.
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19. After learning of Farrells plan to join Smartsheet, Amazon contacted
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Smartsheet to discuss Farrells new position, his duties, why he was hired for the position, and
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any steps Smartsheet planned to take to ensure Farrell would not be acting in a role that would
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allow Smartsheet to use confidential information regarding AWS to compete unfairly against
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Amazon. After agreeing to a brief stay of Farrells start date, both Smartsheet and Farrell have
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refused to hold Farrell out of the business.
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20. Farrell cannot be successful in his role at Smartsheet without developing
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methods to compete with AWSs products, for which he has extensive confidential trade secret
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 1 information. The information Farrell possesses could be used to improve Smartsheets current

2 product offerings or even develop new products competitive to AWSs products and undermine

3 AWSs significant investments in the development of new products.

4 21. Amazons confidential information and trade secrets are the results of significant

5 and long-term investments of money and resources, and Amazon takes extensive steps to keep

6 them confidential.

7 22. If Farrell is allowed to continue work at Smartsheet providing input into the

8 strategy of developing and marketing cloud-based productivity products, including but not

9 limited to those for project management, collaboration, and/or automation, Farrell will violate

10 the Noncompetition Agreement.

11 23. Farrells violations of the Noncompetition Agreement will cause irreparable

12 harm to Amazon, including allowing Smartsheet to develop and grow its own programs and

13 services with the benefit of AWSs confidential informtaion.

14 24. In sum, if Farrell is allowed to violate his duties to Amazon and AWS, he can

15 provide Smartsheet a roadmap to AWSs product development and can unfairly lead

16 Smartsheet in evolving its product to better compete with AWS products and forthcoming

17 products.

18 V. CLAIMS
19 Breach of Noncompetition Agreement
20 25. Amazon incorporates herein all allegations in the preceding paragraphs of this

21 Complaint.

22 26. As a condition of his employment, Farrell entered into a valid and binding

23 Noncompetition Agreement with Amazon in which he promised that he would not, for a period

24 of 18 months following termination of his employment with Amazon, compete with Amazon

25 for its existing or prospective target markets and/or customers.

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 1 27. Farrell received sufficient consideration to support the Noncompetition

2 Agreement.

3 28. Farrell has started employment with Smartsheet and is leading Smartsheets

4 product business, including by directly or indirectly competing with Amazon for its existing or

5 prospective target markets and/or customers.

6 29. Farrells breach of the Noncompetition Agreement will cause irreparable harm

7 to Amazon and should therefore be enjoined as expressly authorized by the terms of the

8 Noncompetition Agreement.

9 30. On information and belief, as a result of Farrells breach of the Noncompetition

10 Agreement, Amazon has suffered and/or will suffer (if Farrells conduct is not enjoined)

11 economic damages in an amount to be proven at trial.

12 VI. PRAYER FOR RELIEF

13 WHISEFORE, Amazon respectfully prays for the following relief:

14 A. Entry of a temporary restraining order and preliminary injunction, followed by a

15 permanent injunction that does the following:

16 (i) Enjoins Farrell from all actions in violation of, or that would interfere

17 with Amazons rights under, the Noncompetition Agreement, including but not limited to

18 enjoining Farrell from engaging in any activities that directly or indirectly support any aspect of

19 Smartsheets cloud-based project management, collaboration, or automation business;

20 (ii) Prohibits Farrell from disclosing, misusing, or misappropriating for his

21 use or the use of others any confidential or proprietary information or trade secrets of Amazon

22 or its subsidiaries;

23 (iii) Requires Farrell to return to Amazons counsel all property, documents,

24 files, reports, work product, and/or other materials, if any, that Farrell has in his possession,

25 custody, or control that were obtained from Amazon or that constitute work product owned by

26 Amazon or any of its subsidiaries;

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 1 (iv) Prohibits Farrell, for a period of 18 months after May 26, 2017, from

2 engaging in any activities that directly or indirectly support any aspect of Smartsheets cloud-

3 based project management, collaboration, or automation business, and that such period be

4 extended or equitably tolled to the extent warranted by the fact of the case;

5 (v) Prohibits Farrell, for a period of 18 months after May 26, 2017, from

6 directly or indirectly accepting or soliciting business from any prospective customer of Amazon

7 as of the date of his termination, and that such period be extended or equitably tolled to the

8 extent warranted by the fact of the case;

9 (vi) Prohibits Farrell for a period of 18 months after May 26, 2017, from

10 entering into business arrangements with any of Amazons customers, and that such period be

11 extended or equitably tolled to the extent warranted by the fact of the case; and

12 (vii) Prohibits Farrell for a period of 12 months after May 26, 2017, from

13 hiring, soliciting, or working with persons who were employed by Amazon in the 12 months

14 prior to his departure, and that such period be extended or equitably tolled to the extent

15 warranted by the fact of the case;

16 B. For judgment against Farrell for damages, including damages for his unjust

17 enrichment, in an amount to be proven at trial;

18 C. Pre-judgment and post-judgment interest;

19 D. An award of Amazons attorneys fees and costs to the degree allowed by

20 governing law; and

21 E. Such further relief as the Court deems just and equitable.

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23 DATED this _____th day of June, 2017.

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 1 Davis Wright Tremaine LLP
Attorneys for Plaintiff Amazon.com, Inc.
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3 By /s/ Zana Bugaighis

Brad Fisher, WSBA #19895
4 Harry Korrell, WSBA #23173
Zana Bugaighis, WSBA #43614
5 1201 Third Avenue, Suite 2200
Seattle, WA 98101-3045
6 Telephone: 206-622-3150
Facsimile: 206-757-7700
7 E-mail: bradfisher@dwt.com
E-mail: harrykorrell@dwt.com
8 E-mail: zanabugaighis@dwt.com
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