560 mission Srnaet, 25" FLCOR woo A Ae YD 10 i 13) 14| 15) 16) 17 18) 19 20) 21 22| 23 24 25} 26) 27] 28] Case3:15-cv-00318 Document Filed01/22/15 Pagel of 19 Roger Myers (SBN 146164), Bey Renan GRC) radley J. Dug: BRYAN CAVEL ihe . 560 Mission Street, Suite 25 San Francisco, CA’94105 Telephone: (415) 675-3400 Facsimile: (415) 675-3434 Email: roger.myers@bryancave.com ‘katherine.keating@bryancave.com brad.dugan@bryancave.com Attorneys for Plaintiff PANDOMEDIA, INC. IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA PANDOMEDIA, INC., a Delaware Case No. corporation, COMPLAINT FOR Plaintiff, BREACH OF CONTRACT v. TENNESSEE TECHNOLOGY, DEVELOPMENT CORPORATION, a Tennessee non-profit corporation, and DOES 1-100, inclusive, Defendants. onus ‘COMPLAINTCase3:15-cv-00318 Documenti Filed01/22/15 Page2 of 19 L JURISDICTION AND VENUE. irisdiction over this action on the 1. This Court has original subject matter basis of diversity of citizenship pursuant to 28 U.S.C. § 1332(a)(2) because it is a civil action between citizens of foreign states, Plaintiff PandoMedia, Inc. (“Pando”), is a Delaware corporation with its principal place of business in San Francisco, California. Defendant ‘Tennessee Technology Development Corporation is a non-profit Tennessee| Corporation doing business as Launch ‘Tennessee (“LaunchTN”) with its principal place of business in ‘Tennessee. The amount in controversy, without interest and costs, exceeds the sum or value specified by 28 U.S.C. § 1332. 2. Venue is proper in this Court pursuant to 28 U.S.C. § 1391(b) because (1) the events or omissions giving rise to the claims herein occurred within this District and (2) Launch'EN is subject to personal jurisdiction within this District. Launch TN sought out Pando to enter into the Collaboration Agreement at issue; that Agreement was executed within this District; and LaunchTN’s officers, employes and/or agents traveled to this District to promote the Agreement with Pando as well as the event that was the subject of that Agreement, and to solicit companies and investment funds in this District to invest in technology companies in Tennessee. i. PAI 3. Plaintiff Pando is a corporation organized and existing under the laws of [ES Delaware, with its principal place of business in San Francisco, California, Pando publishes the website PandoDaily.com, which is a leading national online media outlet and web publication, offering breaking technology news, analysis, and commentary, with an emphasis focused on Silicon Valley and start-up companies 4. Defendant LaunchN is a non-profit corporation organized and existing under the laws of Tennessee, with its principal place of business in Tennessee, to promote and support the development of high-growth companies in Tennessee. 1073157 7 ‘COMPLAINTey aw aw yD Case3:15-cv-00318 Document1 Filed01/22/15 Page3 of 19 TL. ALLEGATIONS 5. LaunchTN started the Southland Technology & Southern Culture Conference (“Southland Conference”) in 2013. ‘The inaugural event was held on June 12 & 13, 2013, in Nashville Tennessee, the week before the popular Bonnaroo Music and Arts Festival near Nashville. The purpose of the Southland Conference was to introduce investors, tech media and tech companies from across the country to the Southeast’s early-stage tech companies, 6. According to its 2013 Annual Report, LaunchTN received $140,000 in sponsorship revenue from the first Southland Conference. For many of the items on the agenda during the two-day event, the 200-to-300 seat venue was largely empty. 7. One star of the 2013 Southland Conference was Pando’s CEO and founder Sarah Lacy, whom LaunchTN hired to conduct the first on-stage interview of the first Southland Conference. The venue was full for the interview Lacy conducted, and her performance at the 2013 Southland Conference was lauded in the local press, such as http://www.nashvillescene.com/nashville/the-southland-conference-hints-at- the-shape-of-things-to-come-for-nashvilles-tech-community/Content?oid=3438192, 8. Lacy and Pando have vast experience successfully hosting similar events dating back to Lacy’s time at TechCrunch, for whom she hosted events like the highly successful Disrupt Beijing and helped host Disrupt San Francisco and New York. 9, Onor around September 20, 2013, Pando and LaunchTN entered into an agreement entitled “SOUTHLAND COLLABORATION AGREEMENT” (the “Agreement”), which was executed by Pando in San Francisco, California. A true and) correct copy of the Agreement is attached hereto as Exhibit A and incorporated by reference into each and every paragraph of this Complaint. 10. Pursuant to the terms of the Agreement, Pando and LaunchTN agreed to collaborate on the development, promotion, programming, funding and sale of sponsorships for and related to the Southland Conference for 2014. tons 2 : _ ~~ COMPLAINTew awe eve © ll 12 14 15 16 V7 18 19] 20] 21 22) 23 24 25 26] 27 2s| Case3:15-cv-00318 Document1 Filed01/22/15 Page4 of 19 11. The 2014 Southland Conference was held between June 9-12, 2014, It was much more successful than 2013. It was expanded to three days and featured prominent national speakers such as Al Gore, Christy Turlington-Burns and Bill Ready, with Lacy conducting the on-stage interviews. Tickets more than sold out; initially, Pando and LaunchTN announced only 500 tickets would be available, but ultimately some 600-700 tickets were sold. Sponsorship revenue was nearly four times higher than in 2013, and total revenue was nearly $700,000, far surpassing 2013 | 12. There were conflicts between the parties, however, behind the scenes. During a dispute after the conference over allocation of profits — which resulted in LaunchTN paying Pando nearly $100,000 of what LaunchTN had wrongly withheld — the Agreement was terminated in October 2014 in accordance with its terms. 13. Section 6.6 of the Agreement governs the effect of the termination of the ‘Agreement, Section 6.6(a) precludes either party from using the Southland name for a} furture event, And Section 6.6(b) expressly provides as follows: In the event this Agreement is terminated by either party, each party understands and agrees that, as between Pando and LaunchTN or any of their successors or affiliates, LaunchTN retains the right to host a conference within the southeastern, regional target market of Southland held the week prior to the Bonnaroo Music festival so long ‘as LaunchTN does not partner with another national media company for a period of one year from such termination date. In addition, Pando retains the right to host a conference during the Bonnaroo Music festival. 14, In 2015, Bonnaroo is scheduled to be held on June 11-14, 15, Following the termination of the Agreement, both Pando and Launch TN announced competing conferences to take place in Nashville in 2015. 16. On or about December 1, 2014, Pando announced the inaugural event for its new flagship conference, Pandoland, which would be independently produced by onist — 3 COMPLAINTCase3:15-cv-00318 Document1 Filed01/22/15 Pages of 19 Pando. The event is scheduled to be held between June 15-17, 2015, in Nashville, ‘Tennessce, and will focus on entrepreneurship and technology from across the United States. Pandoland will start the day after the Bonnaroo music festival ends. 17, Onor about January 6, 2015, Launch TN announced its conference entitled 36/86, which represents the latitude and longitude of Nashville, 36/86 is, scheduled to take place on June 8-10, 2015 —two weeks before Pandoland, one week prior to Bonnaroo and within a year of the termination of the Agreement ~ and will focus on Southeastern United States culture, technology and entrepreneurship. 18, The press release LaunchTN issued on January 6 also announced that its media partners for 36/86 included not only a regional entity, Silicon Prairie News, but also TechCrunch, another national online media outlet covering tech news. 19. On January 6, 2015, Pando’s counsel called to inform LaunchTN’s counsel that Pando considered the partnership with TechCrunch to be in clear violation of the Agreement. On January 12, 2015, Launch TN’s counsel said it did nod view its arrangement with TechCrunch as a partnership. However, TechCrunch’s core business includes competing with Pando in hosting such events, its editors will be performing the same roles Pando and Lacy performed such as conducting on-stage interviews, and a local journalist has described the relationship as a “partnership.” Vv. FIRST CLAIM FOR RELIEF (Breach of Contract) 20, Pando realleges and incorporates by reference the preceding paragraphs of the Complaint. 21, On September 20, 2013, the Parties entered into the Agreement related to the 2014 Southland Conference. 22, Pando performed all of its obligations under the Agreement. 23, Following the Parties’ termination of the Agreement in October 2014, LaunchTN breached the Agreement. Specifically, Section 6.6(b) of the Agreement sorsist 4 . — | ‘COMPLAINTS60 mission Sacer, 25" FLooR ew awe vy 10 rst 12 13 14 15| 16 17) 18 19 20) 21 22) 23 2a 2s] 26| 21 28| Case3:15-cv-00318 Documenti Filed01/22/15 Pageé of 19 expressly prohibits Launch TN from, within a year of the termination date of the Agreement, hosting a conference within the southeastern United Stated the week prior to the Bonnaroo music festival if LaunchTN partners with another national media company to host the conference. 24, In direct violation of Section 6.6(b), LaunchTN announced on January 6, 2015, that it had partnered with TechCrunch to host its 36/86 conference, scheduled to take place between June 8-10, 2015, which is the week prior to the Bonnaroo music festival. Because LaunchTN partnered with TechCrunch to host a conference in the southeast the week prior to Bonnaroo within one year of the termination of the ‘Agreement, LaunchTN materially breached the terms of the Agreement. 25, Asa direct and proximate result of LaunchTN’s breach of the Agreement ~ by replacing Pando with a direct competitor, TechCrunch, as its media partner for a technology conference the week before Bonnaroo —LaunchTN has and will damage Pando by, inter alia, damaging Pando’s goodwill and diverting to LaunchTN ticket and other revenue that otherwise would have gone to Pando in an amount that exceeds | the jurisdictional limit of this Court but which will be difficult to calculate with a reasonable degree of certainty and will not adequately compensate Pando. 26, In the absence of preliminary and permanent injunctive relief maintaining} the status quo established by the Agreement, Pando will suffer irreparable injury. If Launch'IN is not enjoined from partnering with TechCrunch for the 36/86 conference, monetary damages will be inadequate to compensate Pando for its loss of goodwill resulting from the public impression that Launch TN replaced Pando with TechCrunch as its national media partner for what LaunchTN in its press release announcing 36/86 described as “the successor to Southland.” Alternatively, LaunchTN should be ordered to cure the breach by moving the 36/86 conference to a date other than the one| week this year — the week before Bonnaroo — during which LaunchTN is prohibited from partnering with a national media company like TechCrunch. vomit 5 . _ COMPLAINTDated: January 22, 2015 soraist Case3:15-cv-00318 Document1 Filed01/22/15 Page7 of 19 PRAYER FOR RELIEF ‘WHEREFORE, Pando prays for judgment against LaunchTN as follows: 1. For preliminary and permanent injunctive relief; For compensatory damages according to proof; For attorneys’ fees to the extent permitted by law and the Agreement; For costs of suit; and ye ene For such other and further relief as may be just and proper. Respectfully submitted, BRYAN CAVE LLP By:/s/ Roger Myers Roger Myers Katherine Keating Bradley Dugan Attorneys for Plaintiff PANDOMEDIA, INC. 6 _ ‘COMPLAINTew aw eens Case3:15-cv-00318 Document1 Filed01/22/15 Page8 of 19 DEMAND FOR JURY TRIAL Plaintiff PandoMedia, Inc., a Delaware corporation, by and through its attorneys| of record, hereby demands a trial by jury. DATED: January 22, 2015. Respectfully submitted, BRYAN CAVE LLP By: /s/ Roger Myers — Roger Myers Katherine Keating Bradley Dugan Attorneys for Plaintiff PANDOMEDIA, INC. rst ine COMPLAINTCase3:15-cv-00318 Documentl Filed01/22/15 Page9 of 19 Exhibit ACase3:15-cv-00318 Document1 Filed01/22/15 Page10 of 19 SOUTHLAND COLLABORATION AGREEMENT This Southland Collaboration Agreement ("Agreement is made between PandoMedia, Inc., 4 Delaware corporation ("Pando"), and Tennessee Technology Development Corporation, @ Tennessee non-proft corporation doing business as Launch Tennessee (LaunchTN’). WHEREAS, Pando is a media outlet and wob publication offering technology news, analysis, and commentary, with a focus on Silicon Valley and startup companies; and WHEREAS, LaunchTN is a public-private partnership focused on supporting the development of high-growth companies in the State of Tennessee wih the ullimate goal of fostering job creation ‘and economic growth; and WHEREAS, LaunchTN has an interest in working cooperatively with worthy, aligned organizations to support projects that will enhance LaunchTN's mission and purposes; and WHEREAS, LaunchTN would lke to collaborate with Pando In connection with the Southland Technology & Southern Culture Conference as described inthis Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: 1, Southland Technology & Souther Culture Conference \.tSouthland. Pando and LaunchTN will carry out the development, promotion, programming, funding and sale of sponsorships for and rolated to the Southland Technology & Southern Culture Conference (‘Southland’). Without intending to {imit collaboration between or input from either ofthe parties, each party will assume primary responsibilty for the aspects of Southland specified below: Startup Recruitment and Communication; Rogional Investor Recruitment; BBQ and/or Whiskey Competition, v. Southeastern Artisans and Marketplace; vi, Regional Sponsor Sales; vii, Dedicated Southland Headcount for 10 Months; and vill. $225,000 in Funding, ’. Pando Primary Responsibilities: |. Conference Programming (Speakers and Content); ii, Startup Marketing; iii, PR/Marketing; iv. Media Recruitment; v. National Sponsor Sales; vi, National Investor Reoruitment; and vii, $75,000 in Speaker Benefits/Funding. LaunchTN and Pando will collaborate to review Southland Materials (as defined bolow) developed under ths Agreement according to each party's standard policies and quality review of content, As such, whether fulflling its primary responsibilties Identified above or whether pursuing joint, collaborative offorts, each party shall provide the other party the opportunity to review, offer input with respect to and 1 ulersnow s7r21214¥114 21 22 Case3:15-cv-00318 Document1 Filed01/22/15 Pagel of 19 mutually approve of such Southland Materials; provided, however, in the event the matter pertains to such party's primary responsibilities identified under Section 1.1(a) or (b) above, the other party shall use reasonable best efforts to review and offer input in a timely manner and in no event longer than 3 days after receiving the opportunity {o provide input. if the primarily responsible party does not receive input within such 3.day period from the other paity, then the primarily responsible party may execute the matter In the manner it desires, so long as it is consistent with the summary description of Southland set forth on the attached Exhibit A to this Agreement. Disclosure of Involvement. Each of Pando's and LaunchTN’s involvement with Southland will be disclosed in Southland Materials, Endorsement/Conflicls, Each of Pando's and LaunchTN's service marks and trademarks may be Included on Southland Materials in accordance with Article 4 below. Unless expressly prohibited herein, nothing in this Agreement is intended to prevent Pando from engaging in other similar projects outside the southeastern, regional scope of Southland during the term of this Agreement. Insurance. At all times during the term of this Agreement each of Pando and LaunchTN will maintain in force commercial liability insurance in the type and amount appropriate and customary for the conduct of business similar in nature to the one in which each respectively is engaged and as co-producers of Southland, Funding Compensation. Each of Pando and LaunchTN will receive compensation for the performance of its obligations under this Agreement in accordance with the terms of this Agreement and as specified on Exhibit A. Any additional funding will be provided by either party only to the extent approved by both parties in writing in advance and at its sole discretion. . Other than with respect to National Sponsorship Sales (described further below), LaunchTN will be designated as the recipient of and will receive all Southland ticket sales, sponsorships sales and other Southland revenues. LaunchTN will be responsible for payments to all vendors and third-party expenses related to Southland. With respect to all revenues received, each of Pando and LaunchTN will provide the other party a monthly accounting of all revenues received and expenses paid. Each of Pando and LaunchTN will make all required payments as reflected ‘on Exhibit A to the other party pursuant to a schedule of revenue distribution agreed upon by both parties within ninety of the last day of the event. 2. Exhibit 8 identiies sponsorship sources of LaunchTN that are excluded from National Sponsorship Sales (‘National Sponsorship Exclusions"). ‘The revenues generated from all National Sponsorship Seles, other than trom sales to National Sponsorship Exclusions, shall be received and collected by Pando, b. Neither party shall sell category exclusives without the written permission of the other party. In the event, however, that a category exclusive Is granted (example, “Official Air ines of Southland"), LaunchTN and Pando will split evenly the revenue derived from such sponsorship. 2 ‘ulersnow #7721244.23 33 4a 42 43 44 Case3:15-cv-00318 Document1 Filed01/22/15 Page12 of 19 Reconciliation. Each of Pando's and LaunchTN’s individual funding and revenues raised will be used solely for the purpose of funding Southiand, consistent with this ‘Agreement as reflected on Exhibit. Each party will have a right to access, review ‘and request copies of documentation supporting the revenues recelved and/or expenses pald by either party. Ownership of Materials. Pre-Existing Materials, Each Party will retain all copyrights in all copyrightable works In existence prior to the Effective Date ('Pre-axisting Materials"). Each Party will specifically identify to the other in writing any Pre-Existing Materials proposed for use in connection with Southland. ‘Southland Materials, Other than the Pre-existing Materials, each of Pando and LaunchTN will share joint rights to all materials provided or created pursuant to this ‘Agreement, Including the copyright in all copyrightable works provided or created pursuant to this Agreement (‘Southland Materials"). Accordingly, each of Pando ‘and LaunchTN may use, copy, publish or distribute Southland Materials in its sole discretion for any lawful purpose in furtherance of Southland. In any event, no license or other use will be granted to-any party other than LaunchTN or Pando, as reflected herein. ‘Ownership of Materials, The parties each represent and warrant that the materials created or provided by it in connection with Southland will be its original and unpublished work, or, if applicable, that the providing party owns all right, tile and interest in the materials; and that it'has the sole and exclusive right to dispose of the ‘materials and grant the rights granted under this Agreement, and that the materials will contain no defamatory or unlawful matter, Service Marks and Trademarks Pando Service Marks, LaunchTN acknowledges Pando's ownership of the Pando name andlor logo and other marks used by Pando (the "Pando Service Marks’) No tile to or ownership of the Pando Service Marks, or any part thereot, is hereby transferred to LaunohTN. LaunchTN agrees that al uses of the Pando Service Marks «il inure to the beneft of Pando and that LaunchTN wil acquire no rights, interests, or goodwill in the Pando Service Marks, License. Pando hereby grants LaunchTN a limited, non-exclusive, non-transferable license to display the Pando Service Marks only in connection with Southland, and in accordance with the terms and conditions of this Agreement. Pando must expressly consent to any use other than in connection with Southland in writing; such consent will not be unreasonably withheld, Termination. Upon termination of use of Southland Materials, LaunchTN will cease ‘any and all uso of the Pando Service Marks. ‘LaunchIN Trademarks, Pando acknowledges LaunchTN's ownership of the *Southland™ name and logo, product names and logos, and other marks used by LaunehTN in conjunction with its distribution of goods and services, hereinafter “LaunchTN Trademarks.” No license, fille to or ownership of LaunchTN Trademarks, or any part thereof, Is hereby transferred to Pando or its sub-licensee(s), Pando 3 Butersnow 17723214015 61 62 63 Case3:15-cv-00318 Documenti Filed01/22/15 Page13 of 19 ‘agrees that all uses of the LaunchTN Trademarks will inure to the benefit of LaunchTN and that Pando and its sublicense will acquire no licenses, rights, interests, ‘or goodwill in the LaunchTN Trademarks. Representations and Warranties ‘Southland Materials. Each of Pando and LaunchTN represents and warrants that it will not alter or supplement Southland Materials already developed in any manner other than in accordance with Section 1.1 ‘Arm's Lenath Negotiation. Each of Pando and LaunchTN represents and warrants to {he other that this Agreement has been negotiated in an arm’s-length transaction. ‘Term and Termination ‘Term, This Agreement will be effective upon the latest date of execution by @ party inereto (the “Effective Date") and will continue in effect until the second anniversary of the Effective Date, unless earlier terminated In accordance with this Agreement (the “Temm’). ‘The Term of this Agreement may be renewed and extended for successive ‘one-year terms, if agreed to in writing by the parties 30-days in advance of the end of the Term or any successive renewal term, if applicable. Exclusivity. The patties understand and agree that for purposes of this Agreement, the "Southeast Region’ means and shall consist of the following states: Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, Tennessee, Texas, Virginia and West Virginia. As a condition of this Agreement, Pando agrees to exclusively produce in the Southeast Region the ‘Southland conference or another multiple day technology conference in Tennessee for the term of this Agreement and for a period of three-years after termination of this, ‘Agreement so long as Pando Is stil an independent operating entity. ‘For purposes of clarity, the parties further agree that the exclushvity provision in this Section 6.2 does hot: ‘a, preclude Pando from producing another multiple day conference in regions of the U.S. outside the Southeast Region or internationally; b, preclude Pando from holding one-day events, such as “Pando Monthlies" or ‘other one-day promotional events in the Southeast Region; or ‘e. prohibit Pando or its employees from participating or covering other events in the Southeast Region, Modifications. fa. Each of Pando and LaunchTN will have the opportunity to modify any of the terms of this Agreement with respect to revenue, expense or responsibilty if agreed to by the other party within 30-days of the first anniversary following the Effective Date. If neither party elects to pursue such modification, the existing terms of this Agreement will remain in effect for the duration of the Term, utlerSnow 17721214041 64 65 66 Case3:15-cv-00318 Document1 Filed01/22/15 Pagel4 of 19 b. Notwithstanding the foregoing, if the Southland 2014 event does not result in at ieast $350,000 in gross revenues generated from collective sponsorships and ticket sales, both parties to agrae to re-evaluate the terms of this Agreement within 80-days of the event in good faith and use commercially reasonable efforts to modify the terms of this Agreement for and on behalf of the best interest of, and the future success and improvement of, the continued viability of Southland. Broach. Either party may terminate this Agreement if the other party materially breaches any term or condition of this Agreement and falls to cure such breach within thity (30) calendar days after receipt of written notice of such breach by the other party. ‘Termination. Either party may terminate this Agreement without cause upon ten (10) ‘days prior written notice to the other party within the 6-months after the Southland event. Neither party may cancel this agreement within the 6-months prior to the next Southland event. The party terminating under this Section 6.5 will provide funding to the other party for non-cancelable expenses and services completed by such nonterminating party up to the date of such prior written notice and to the extent ‘consistent with this Agreement. Effects of Termination, a. Unless otherwise mutually agreed to by both parties, if either party for any reason terminates this Agreement, both parties will be precluded from use of the "Southland" branding, other than the right each has to identify itself as a “Co- Producer” of Southland. b. In the event this Agreement Is terminated by either party, each party understands ‘and agrees that, as between Pando and LaunchTN of any of their successors of afiliates, LaunchTN retains the right to host a conference within the southeastern, regional targel market of Southland held the week prior to the Bonnaroo Music festival so long as LaunchTN does not partner with another rational media company for a period of one year from such termination dete. In addition, Pando retains the right to host a conference during the Bonnaroo Music festival c, Inthe event that elther party becomes insolvent or agrees to no longer participate in the production or promotion of a technology, entrepreneur or investor focused conference in the Southeast Region, the other party shall retain full ownership, usage and branding rights to Southland. Furthermore, in the event that LaunchTN dissolves as an entity, LaunchTN shall transfer its rights to the "Southland" name and logo to Pando. 4. Upon the occurrence of any event effecting termination, each party will agree to settle any outstanding debts or owed revenues between the two parties within 60-days of such termination. Obligations owed to any vendor or other third- party will be consistent with the primary responsibility allocation in effect at the time of such termination, Indemnific 5Case3:15-cv-00318 Document Filed01/22/15 Page15 of 19 7.) Indemnification by LaunchTN. LaunchTN will indemnify, defend and hold Pando, its affliates, officers, directors, agents and employees harmless against any and all third party losses, liabilities, costs, actions, claims and other obligations and proceedings, including any reasonable attorney's fees incurred in connection therewith which, may arise or result in any way from: ‘4. the gross negligence or intentional misconduct of LaunchTN, its employees, ‘agents and/or subcontractors in carrying out its obligations under this Agreement; and b. claims of copyright or trademark infringement arising out of Pando’s proper use of LaunchTN Trademarks, 12 ymnification .. Pando will indemnify, defend and hold LaunchTN, its afiliates, officers, directors, agents and employees harmless against any and all third party losses, liabilties, costs, actions, claims and other obligations and proceedings, including any reasonable attorney's fees incurred In connection therewith which, may arise or rosult in any way from: 1a, the gross negligence or intentional misconduct of Pando, its employees, agents ‘andor subcontractors in carrying out its obligations under this Agreement; and claims of copyright or trademark Infringement arising out of LaunchTN's proper use of Pando Sarvice Marks. 8 Miscellaneous 8.1 Assianment, This Agreement may not be assigned by either party without the prior ‘written consent of the other party. 82 No-Agsney, Each of the parties is an independent business entity and, as such, neither parly may represent itself as an employee, agent, or representalive of the ‘other, nor may it incur any obligations on behalf of the other party which are not specifically authorized in this Agreement. 8.3 Amendment. No amendment of this Agreement will be binding or enforceable on elther party hereto unless in writing signed by both parties, 8.4 Waivar, Any fallure or delay by either party in exercising any right or remedy will not ‘constitute @ waiver. The waiver of any default will not waive a subsequent default of the same or different type. 8.5 Invalidity, Should any part, term, or provision of this Agreement be declared to be invalid, void, or unenforceable, ali remaining parts, terms, and provisions hereof will remain in full force and effect, and will In no way be invalidated, impaired or affected thereby. 8.6 Choice of Law. This Agreement will be govered by the laws of the Stale of “Tennessee without regard to its contict of laws provision 8.7 Survival. Section 1.3, Section 1.4, Article 3, Article 4, Article 6, Article 7 and Article 8 will survive termination of this Agreement. uterSnow 1772121401Case3:15-cv-00318 Documenti Filed01/22/15 Pagel6 of 19 88 Entice Agreement This contract contains the entire agreement between the parties relating to the subject matter of this Agreement, and supersedes all prior written and ‘oral communications between the parties SIGNATURE PAGE FOLLOWS Bulersnow rr721281Case3:15-cv-00318 Document1 Filed01/22/15 Paget7 of 19 IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officers or representatives on the date set forth below. PandoMedia, Inc. ‘Tennessee Technology Development Corporation d/bla Launch Tennessee By: Name:___ Sarah Lacy Tite: CEO Date:_September 20, 2013 Date: aie LE. Error! Unknown document property nam.Case3:15-cv-00318 Documenti Filed01/22/15 Page18 of 19 Exhibit A Southland and Budget and Compensation Plan ‘Southland Conference Summary Descriotion: ‘The Southland conference is comprised of technology talks; startup pitching competitions; ‘a regional marketplace of startups, retallers, makers and distillers, as well as live music performances associated with the conference, ‘The conference will take place for 2-3 days the week before the Bonnaroo Music Festival in Nashville, TN in a venue to be named. ensation Itis the parties’ expectation that for the first year of this agreement, expenses will be a minimum cof $300,000, Should expenses excoed that amount, the parties will have 7-days to approve an extension of expenses with an agreement on how the parties will pay for the extension above their committed levels. ‘There are a number of revenue products being sold in association with the Southiand conference and sold by the companies based on the responsibilty distribution outlined in this Agreement. Any additional revenue streams created in association with the Southland conference wil be incorporated into this agreement with revenue sharing terms mutually agreed upon as they arise. Following Is the revenue share distribution by revenue product: Bando: ‘LaunchTN: Promium tix: 80% Premium tix: 20% Entre tix: 50% Entre tix: 50% Culture tix: 20% Culture the: 80% National sponsor: 80% National sponsor: 20% Regional sponsor: 20% Regional sponsor: 80% ‘The first $180,000 generated from any of the Southland revenue products will go to LaunchTN in recognition 'of LaunchTN's majority funding contribution. After the initial $150,000 is paid, subsequent payments will be trued-up to reflect the gross revenue share percentages 2s reflected in this Exhibit A and any other amendments to the Agreement, Additionally, Pando will work with LaunchTN to provide discounted promotional marketing units on pandodaily,com over the Term of the Agreement. The discount, units and agreed upon value will be determined following Pando's next re-design, anticipated to occur January 2014. ‘The parties also understand and agree that neither party shall promote, offer or accept sponsorships (either National or Regional) on a basis different from the mutually agreed-upon ‘sponsorship packages established by the parties without first obtalning the other party's consent shall not be unreasonably withheld.eenayeepe Case3:15-cv-00318 Documenti Filed01/22/15 Page19 of 19 Exhibit B LaunchTN’'s National Sponsorship Exclusions Nissan Volkswagen ‘CNN FedEx Coca Cola Eastman American Allines Dell IndieGogoBurnett, Nancy, From: ECF-CAND@cand.uscourts.gov Sent: Thursday, January 22, 2015 4:43 PM To: efiling@cand.uscourts. gov Subject: Activity in Case 3:15-cv-00318 PandoMedia, Inc. v. Tennessee Technology Development Corporation Complaint This is an automatic e-mail message generated by the CM/ECF system. Please DO NOT RESPOND to this e-mail because the mail box is unattended, “NOTE TO PUBLIC ACCESS USERS*™* Judicial Conference of the United States policy permits attorneys of record and parties in a case (including pro se litigants) to receive one free electronic copy of all documents filed electronically, if receipt is required by law or directed by the filer. PACER access fees apply to all other users. To avoid later charges, download a copy of each document during this first viewing. However, if the referenced document is a transcript, the free copy and 30 page limit do not apply. USS. District Court California Northern District Notice of Electronic Filing The following transaction was entered by Myers, Roger on 1/22/2015 4:42 PM PST and filed on 1/22/2015 Case Name: PandoMedia, Inc. v, Tennessee Technology Development Corporation Case Number: 3:15-cv-00318 hitps://ecf.cand.uscourts.gov/cgi-bin/DktRpt.p1?284080 Filer: PandoMedia, Inc. Document Number: 1 Copy the URL address from the line below into the location bar of your Web browser to view the document: htips://ecf.cand, uscourts.gov/doc1/035012574957?caseid=2840808de_seq_num=3&magic_num=84134656 Docket Text COMPLAINT for Breach of Contract against Tennessee Technology Development Corporation ( Filing fee $ 400, receipt number 0971-9230085.). Filed byPandoMedia, Inc.. (Attachments: # (1) Civil Cover Sheet)(Myers, Roger) (Filed on 1/22/2015) 3:15-cv-00318 Notice has been electronically mailed to: Roger Rex Myers roger myers@bryancave.com, Joel.Rayala@bryancave.com, nancy.burnett@bryancave.com3:15-cv-00318 Please see Local Rule 5-5; Notice has NOT been electronically mailed to: The following document(s) are associated with this transaction: Document description: Main Document Original filename: \\be.firm.local\sfodfs01\REDIR\Bkr\Desktop\Complaint, PDF Electronic document Stamy [STAMP CANDStamp_ID=977336130 [Date=1/22/2015] [FileNumber=11330253-0] [4310fe02619e9e448a37406'632 1¢1325f408b544e72497 4a 1fd51 103fafSfa6d7 2ee40c0b8691dea22cacd3e8 412adde32a02f8a7d0abdca1d02041ac6b66b]} Document description: Civil Cover Sheet Original filename: \\be.firm.local\sfodfs01\REDIRI8kriDesktop\Civil Cover Sheet.PDF Electronic document Stamy [STAMP CANDStamp_1D=977336130 [Date= 1/22/2015] [FileNumber=11330253-1] [160bad32c9fb67fc9820ced!f990a9c0d4a1 5aa950f63ec291 162b22ad76e89a142b7dedbfabb2acad0S38cfo413F 181304b0282db6e089170628266ba420db4]]CAND-ECF Page | of 1 Complaints and Other Initiating Documents 3:15-cv-00318 PandoMedia, Inc. v. Tennessee Technology Development Corporation US. District Court California Northern District Notice of Electronic Filing ‘The following transaction was entered by Myers, Roger on 1/22/2015 at 4:42 PM PST and filed on 1/22/2015 Case Name: PandoMedia, Inc. v. Tennessee Technology Development Corporation. Case Number: 18 Filer: PandoMedia, Inc, Document Number: 1 Docket Text: COMPLAINT for Breach of Contract against Tennessee Technology Development Corporation (Filing fee $ 400, receipt number 0971-9230085.). Filed byPandoMedia, Inc.. (Attachments: # (1) Civil Cover Sheet)(Myers, Roger) (Filed on 1/22/2015) 3:15-ev-00318 Notice has been electronically mailed to: Roger Rex Myers _roger.myers@bryancave.com, Joel.Rayala@bryancave.com, nancy.burnett@bryancave.com 3:15-ev-00318 PI Notice has NOT been electronically mailed to: e see Local Rule 5. ‘The following document(s) are associated with this transaction: Document description: Main Document Original filename:\\be.firm.local\sfodfs01\REDIR\8kr\Desktop\Complaint PDF Electronic document Stamp: ISTAMP CANDStamp_ID=977336130 [Date=1/22/2015] [FileNumber=11330253-0] [43 1ofe0261 9e9e448a3740616321 ¢1325fe408b544e7a4974al dS 11 03fatSfu6d72 ee40c0b869 1 dea22cac93e841 2adde32a02f8a7d0abdca 1 d02041 ac6b66b]} Document description:Civil Cover Sheet Original filename:\\be.firm.local\sfodfs01\REDIR\8kr\Desktop\Civil Cover Sheet.PDF ctronic document Stamp: [AMP CANDStamp_ID=977336130 [Date=1/22/2015] [FileNumber=11330253-1] f 60bad32c9fb67fc9820cedff990a9c0d4a I 5aa950f63ec29 | 162b22ad76e89al 42b ‘Tacdbfabb2acad0S38cfe4f31181304b0282db6e089£70628266ba420db4]] https://ecf.cand.uscourts.gov/egi-bin/Dispatch.pl?1 1450109524202 1/22/2015