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Exhibit 10.4

NON-SOLICITATION, CONFIDENTIALITY
AND ARBITRATION AGREEMENT

     Republic Services, Inc. (the “Company”) and Michael Rissman (“Executive”) enter into this Non-Solicitation, Confidentiality and Arbitration Agreement (“Agreement”), effective February 9, 2010 (the “Effective Date”). The Company and Executive will be referred to as the “Parties” in this Agreement. The Parties agree as follows:

     1.  Certain Definitions and Understandings . The Parties expect that some or all of the obligations the Company will assume to Executive under this Agreement will be fulfilled through its subsidiary, related, or successor companies (“Affiliates”). Accordingly, Executive acknowledges that the discharge of any obligation of the Company under this Agreement by one or more of its Affiliates discharges the Company’s obligation in that regard. Moreover, the obligations Executive will assume under this Agreement will be owed to the Company and its Affiliates (collectively referred to as the “Company” for the remainder of this Agreement).

     2.  General Duties. Executive acknowledges that he will be entrusted with significant responsibility for managing aspects of the Company’s business. Executive also acknowledges that, due to the confidential nature of his job responsibilities, he will be entrusted with significant responsibility for managing, using and otherwise handling Confidential Information (as defined below) belonging to the Company. Accordingly, Executive acknowledges that he owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to refrain from doing or saying anything to a third party or subordinate that injures the Company.

     3.  Consideration Executive Will Receive Under This Agreement . The Parties recognize that in order for Executive to perform his duties, Executive needs to manage, use or otherwise handle Confidential Information (as defined below) belonging to the Company. Thus, the Company agrees to provide Executive with, and access to, Confidential Information necessary to perform his duties. Executive agrees that, in exchange for the Company providing him with Confidential Information, his eligibility to participate in the Company’s Executive Separation Policy or any successor or similar policy maintained by the Company for the benefit of similarly situated employees, and the Company’s agreement to employ Executive on an at-will basis, Executive will make the promises set forth in the following sections of this Agreement.

     4.  Executive’s Confidentiality Obligations .

          4.1 For purposes of this Agreement, “Confidential Information” is not limited to information that would qualify as a Trade Secret and includes, but is not limited to: customer lists and agreements; customer service information; names of customer contacts and the identities of their decision-makers; routes and/or territories; information provided to the Company by any actual or potential customer, government agency or other third party; the Company’s internal personnel and financial information; information about vendors that is not generally known to the public; purchasing and internal cost information; information about the profitability of particular operations; internal service and operational manuals and procedures; the manner and methods of conducting the Company’s business; marketing plans, development plans, price data, cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques, forecasts and forecast assumptions and volumes; future plans and potential acquisition, divestiture and other development strategies; non-public information about the Company’s landfill development plans,


 

landfill capacity, special projects, and the status of any permitting process; the status of any governmental investigation, charge, or lawsuit and the position of the Company regarding the value of such matter; non-public information regarding the Company’s compliance with federal, state or local laws; information that gives the Company some competitive business advantage, or the opportunity of obtaining suc


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