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1 PATRICIA L. GLASER - State Bar No.

55668
pglaser@glaserweil.com
2 LAWRENCE M. HADLEY - State Bar No. 157728
lhadley@glaserweil.com
3 SEAN RILEY - State Bar No. 123533
sriley@glaserweil.com
4 GLASER WEIL FINK HOWARD
AVCHEN & SHAPIRO LLP
5 10250 Constellation Boulevard, 19th Floor
Los Angeles, California 90067
6 Telephone: (310) 553-3000
Facsimile: (310) 556-2920
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Attorneys for Plaintiff Quid, Inc.
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9 SUPERIOR COURT OF THE STATE OF CALIFORNIA

10 FOR THE COUNTY OF SAN FRANCISCO

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12 QUID, INC., a California Corporation CASE NO.: CGC-19-574788


HON. ETHAN P SCHULMAN
13 Plaintiffs,
PLAINTIFF QUID INC.’S EX PARTE
14 v. APPLICATION FOR TEMPORARY
RESTRAINING ORDER, EXPEDITED
15 PRIMER TECHNOLOGY, INC.; SEAN DISCOVERY ORDER AND ORDER TO
GOURLEY; AMY HEINEIKE; EMMANUEL SHOW CAUSE RE PRELIMINARY
16 YERA; DOES 1-10, inclusive, INJUNCTION; MEMORANDUM OF
POINTS AND AUTHORITIES IN SUPPORT
17 Defendants. THEREOF
18 [DECLARATIONS OF ROBERT GOODSON,
DERRICK REED, SHAWN KADERABEK,
19 AND LAWRENCE M. HADLEY FILED
CONCURRENTLY HEREWITH]
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DATE: March 28, 2019
21 TIME: 11:00 a.m.
COURTROOM: 302
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PLAINTIFF’S EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO
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1 EX PARTE APPLICATION
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TO ALL PARTIES AND TO THEIR ATTORNEYS OF RECORD:
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PLEASE TAKE NOTICE that on March 28, 2019, at 11:00 a.m., in Department 302 of the
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above-captioned Court, or as soon thereafter an Plaintiff may be heard, Plaintiff Quid, Inc. (“Quid”)
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will and hereby does apply to this Court pursuant to California Code of Civil Procedure §§ 526 and
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527, Civil Code §§ 3426.2, Business and Professions Code § 1700, California Rule of Court 359
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and Local Rule 7.3(k)(1) for a temporary restraining order, order to show cause regarding a
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preliminary injunction, and order for appointment of a special master and for expedited discovery as
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follows:
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1. A temporary restraining order directing, enjoining and restraining Defendant’s
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Primer Technology, Inc. (“Primer”), Sean Gourley, Amy Heineike and Emmanuel Yera
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(collectively “Defendants”) and each of them and each of their respective employees, agents and
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representatives and all of those acting in concert with them from:
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a. destroying, disposing of , erasing, deleting, incapacitating, removing,
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corrupting, or concealing directly or indirectly of any original, copy or duplicate of any computer
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data belonging to Plaintiff in Defendants’ possession, including, without limitation, the complete
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content of any Google data archives of Plaintiff's data accessed by Defendant at any time using
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"Google Takeout" or any other feature on Plaintiffs computer network, proprietary technology data,
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emails, chats, texts, electronic logs, metadata, storage, directories, customer lists, customer
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preferences, investor lists, and any and all other data and information, and any other documents,
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data, software, code, technical specifications or drawings in which Plaintiff’s data has been used in
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any way whether located on-premises, in personal devices or in cloud-based repositories
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(collectively, the "Plaintiff's Computer Data");
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b. using accessing, disclosing, making copying, divulging, disseminating,
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selling, distributing, transmitting or otherwise misappropriating any of the Plaintiff's Computer
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Data;
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c. directly or indirectly contacting any customers or investors of Plaintiff for any
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1 purpose of soliciting business or providing any funding for any technology of Defendant Primer
2 derived from any use or access to Plaintiff's Computer Data; and
3 d. directing Defendants, and all those acting in concert or participation with
4 them, to deliver immediately and forthwith to Defendant, all copies of all documents, materials, and
5 other media, whether in paper form or in an electronic medium, containing and comprising
6 Plaintiff's Computer Data.
7 2. An order to show cause regarding issuance of a preliminary injunction directing that
8 Defendants appear before this Court at a specified date and time to show cause why a preliminary
9 injunction should not be issued directing and enjoining Defendants from engaging in the above-
10 referenced conduct through and including the trial of this action.
11 3. An order for the preservation of evidence and appointment of a Special Master in this
12 action on the following terms:
13 a. That forensic specialist Shawn Kaderabek at Freeh Group International
14 Solutions (“FGIS”) is appointed and empowered by this Court to oversee the forensic imaging
15 forthwith of Defendants’ computer systems and servers, including email systems, mobile devices,
16 laptops or other computer drives both local and stored in any off-site server or the “cloud” (the
17 “Defendant’s Computer Repositories”) for the purpose of ascertaining the extent of Plaintiff’s
18 Computer Data in Defendants’ possession, custody, and control. The forensic imaging of the
19 Defendants’ Computer Repositories shall be undertaken and completed as soon as access to such
20 Repositories can be provided by Defendants, which access is to be provided as soon as practicable,
21 but no later than ________, 2019. No analysis or other action shall be taken regarding the image of
22 Defendant’s Computer Repositories pending the appointment of the Special Master referred to
23 below.
24 b. Upon completion of forensic imaging referred to above, the parties are
25 ordered to select and submit to this Court the name of a retired judge or an individual associated
26 with JAMS having experience in evidence preservation and supervising forensic data collections
27 and analysis to act as Special Master with power to hear and make reports and recommendations to
28 this Court regarding the following pre-trial matters:
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1 i. preservation of Plaintiff’s Computer Data in possession of
2 Defendants;
3 ii. forensic analysis of Defendants’ Computer Repositories for purposes
4 of ascertaining the extent of Plaintiff’s Computer Data in Defendants’ possession; and
5 iii. The nature and extent of Defendants’ communications by email or
6 otherwise with any customers or investors of Plaintiff appearing in Defendants’ Computer
7 Repositories.
8 c. In the event that the parties cannot agree on a name of a retired judge to act as
9 Special Master in accordance with the above-referenced direction then the parties are instructed to
10 forthwith select one retired judge or an individual associated with JAMS having experience in
11 evidence preservation and supervising forensic data collections and analysis, and each of those
12 selected shall in turn pick another retired judge or an individual associated with JAMS having
13 experience in evidence preservation and supervising forensic data collections and analysis to act as
14 the Special Master in this case. The process of selecting and submitting the name of this Special
15 Master to the Court for approval shall take place within twenty (20) days of the date of this Order.
16 d. The Special Master shall exercise the power necessary or proper to regulate
17 all proceedings before him, and shall do all acts and take all measures necessary and proper for the
18 efficient performance of his duties under this Order.
19 e. The Special Master shall file reports and recommendations to this Court to
20 advise this Court of the status of the case and recommend the disposition of any matter heard by him
21 or her. Upon the submittal of any such interim reports or recommendations by the Special Master,
22 the parties shall have ten (10) days from the date of such interim report or recommendation to file
23 any objections. Any party opposing the objection shall file an opposition within ten (10) days after
24 the objection is filed. If no objection is filed, the Special Master’s report or recommendation shall
25 become the binding Order of the Court and the parties shall comply with the Order. If an objection
26 is filed, the matter should be deemed submitted to the Court without oral argument twenty (20) days
27 after the Special Master’s report or recommendation is filed and shall be promptly ruled upon by the
28 Court, unless application is made and the Court orders the matter to be scheduled for hearing.
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1 f. Reports or recommendations made by the Special Master and confirmed by
2 this Court by Order shall be reconsidered by this Court only if the Special Master’s report or
3 recommendation is clearly erroneous or contrary to law.
4 g. Unless the Court receives a recommendation from the Special Master for
5 some other appointment then each party shall bear the costs of the Special Master’s fees and
6 expenses on a per party basis.
7 h. The fees and costs for the Special master shall be submitted to the parties.
8 Plaintiff, on the one hand, and Defendants collectively on the other hand, shall each be responsible
9 for paying one-half of the Special Master’s invoices within 30 days of receipt.
10 4. Plaintiff further seeks an order for expedited discovery as follows:
11 a. Plaintiff may forthwith propound document discovery demands on
12 Defendants and each of them, seeking documents pertaining to whether and to what extent
13 Defendants and each of them have accessed, used, destroyed, or otherwise interfered with Plaintiff's
14 Computer Data in their possession and control.
15 b. Plaintiff may forthwith propound special interrogatories to Defendants and
16 each of them for discovery pertaining to whether and to what extent Defendants and each of them
17 have used, disclosed, accessed, or otherwise derived benefit from Plaintiff's Computer Data.
18 c. Defendants shall serve responses to Plaintiff's discovery request no later than
19 fifteen (15) days after service.
20 This application is made on the grounds that Defendants – all former employees of Plaintiff
21 – accessed, copied, downloaded and made active use of trade secret and highly confidential
22 computer data of Plaintiff – both during and subsequent to their employment with plaintiff – all for
23 the purpose of benefitting their directly competing company Primer Technologies, Inc. (“Primer”) in
24 the computer-generated analysis of large data collections. As set forth in the accompanying Ex
25 Parte Application, direct evidence confirms that Defendant Gourley – while still an employee of
26 Quid – repeatedly downloaded from Quid’s computer network a complete Google data archive of
27 his entire “Google Suite” of Quid accessible computer data including both his email and Google
28 drive, amounting to over 100,000 separate highly proprietary items at Quid, including source code
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1 files. Thereafter, direct evidence also demonstrates that, during and subsequent to his Quid
2 employment, Defendant Gourley with the active assistance of the other Individual Defendants used
3 his Quid email address for the purpose of soliciting and diverting business opportunities intended
4 for Quid to his new directly competing entity thereby enabling Primer to receive funding and
5 customers otherwise intended for Quid’s benefit. All of this conduct occurred in direct violation of
6 each of the Individual Defendants’ contractual commitments - - continuously in place until this very
7 day - - to preserve during employment and immediately return upon employment termination all
8 Proprietary Information at Quid.
9 This completely unauthorized and illegal conduct of Defendants – constituting breach of
10 contractual commitments, misappropriation of trade secret information and unfair competition - -
11 will continue to impose irreparable harm upon the business and operations of Plaintiff on a daily
12 basis unless the requested restraining order relief is granted in its entirety. In this regard, the
13 requested injunctive relief, imaging of defendant’s computer data to avoid destruction or deletion of
14 proprietary information taken from plaintiff and the expedited discovery requests are essential for
15 avoiding this irreparable harm and maintaining the status quo pending a hearing on a preliminary
16 injunction motion for the same relief.
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PLAINTIFF’S EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO
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1 This ex parte application is based upon the Complaint filed concurrently herein, the
2 accompanying Memorandum of Points and Authorities attached hereto, the supporting Declarations
3 of Robert Goodson, Derrick Reed, and Shawn Kaderabek as well as the exhibits thereto and such
4 other evidence and argument as the Court may consider at the hearing of this application.
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6 DATED: March 27, 2019 GLASER WEIL FINK HOWARD


AVCHEN & SHAPIRO LLP
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By: /s/Lawrence M. Hadley
Lawrence M. Hadley
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PATRICIA L. GLASER
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LAWRENCE M. HADLEY
SEAN RILEY
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Attorneys for Plaintiff Quid, Inc.
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MEMORANDUM OF POINTS AND AUTHORITIES
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I. INTRODUCTION
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Plaintiff Quid seeks emergency relief after recently discovering that its co-founder and
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former CTO (Sean Gourley)—a man fired four years ago because he failed to competently develop
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Quid’s next generation software platform—stole more than 100,000 documents, including at least
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86 source code files, from Quid and then used them not only to form a new company (while still
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employed at Quid) but to create a product strikingly similar to Quid’s and then compete against his
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former employer. To ensure success in a fraction of the time required to legitimately build a
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competitor, Gourley (after illegally downloading the 100,000 documents up to three times prior to
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his departure) maintained illegal access to his Quid email account and “Google Suite” of
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applications so he could both fraudulently divert business opportunities to his new company—
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communicating with potentials clients and investors in a way that suggested Gourley maintained a
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relationship with Quid—access Quid’s source code files, and monitor Quid’s continuing software
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development efforts.
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Gourley (along with his new company, Primer) engaged in this illegal course of corporate
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espionage in direct violation of his Employee Invention Assignment and Confidentiality Agreement
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(“Confidentiality Agreement”) that every Quid employee, including each of the Individual
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Defendants, must sign. The Confidentiality Agreement sets forth rigorous and detailed
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commitments to preserve the absolute confidentiality of Quid’s Proprietary Information1 both
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during and continuously after employment, and expressly provides for injunctive relief for any
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23 Proprietary Information is broadly defined in the Confidentiality Agreement to include “any
information or materials of a confidential or secret nature that may be made, created or discovered
24 by me or that may be disclosed to me by the Company (i.e. Quid) or a third-party in relation to the
business of the Company or to the business of any parent, subsidiary, affiliate, customer or supplier
25 of the Company, or any other party with whom the Company agrees to hold such information or
materials in confidence . . . includ[ing] but . . . not limited to [inventions], [marketing plans],
26 product plans, designs, data, prototypes, specimens, test protocols, laboratory notebooks, business
strategies, financial information, forecasts, personnel information, contract information, customer
27 and supplier lists and non-public names and addresses of the Company’s, customers and suppliers,
their buying and selling habits and special needs.” (See Declaration of Robert Goodson (“Goodson
28 Decl.”) ¶ 15, Exh D.
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1 breach the employee’s confidentiality obligations. Injunctive relief, as each employee, including the
2 Individual Defendants stipulated, is critical in protecting Quid’s highly confidential Proprietary
3 Information—much of it available on Quid’s computer networks including by way of its Google
4 Suite of applications—that represents the product of years of time, money and expense on the part
5 of Quid and its most valuable assets.
6 The requested restraining order relief is essential to prevent the ongoing irreparable harm
7 caused by Defendants’ conduct and real and imminent threat of continued unauthorized misuse of
8 Plaintiff’s Proprietary Information in direct violation of Defendants’ legal obligations.
9 II. FACTUAL BACKGROUND
10 A. Quid Invests Substantial Resources in Developing its Industry-Leading Data
Analysis Product and Services
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In September 2007, Goodson founded You Noodle, Inc., later renamed Quid, and gained
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initial funding to research and develop technology aimed at developing a platform capable of
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ingesting massive amounts of data and delivering business insights. (Goodson Decl., ¶ 3). From
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September 2007 through September 2010, You Noodle was staffed with a team of scientists
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engaged in research and development to enhance the data collection and analysis platform and gain
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additional funding.
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On September 10, 2010, You Noodle changed its name publicly to Quid, and led by
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Founders Fund, had in 2009 gained additional funding in the amount of $2,500,000 (Goodson Decl.
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¶ 5). With the aid of this funding, Goodson initiated research and development to take the Quid
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platform to the next level by enabling it to ingest data from a range of public document sources and
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to use algorithms to create maps for search queries. (Id. at ¶5.)2 Quid has continued to invest in
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bringing innovations to the market. Just this year, Quid released a new line of products, called
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“Quid Apps”, including “Competitor Briefing.” This new product leverages the proprietary
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The development of this next generation platform involved repeated corrections by a team of
26 engineering and scientific staff to overcome functional deficiencies in the technology, but ultimately
in 2012 Quid was able to release a downloadable software application for commercial testing and
27 use. (Id. at ¶5.) In late 2013, the new Quid platform derived from this massive research and
development effort and expenditure of funds was released for commercial deployment as a browser-
28 based application. (Id. at ¶5.)
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1 machine intelligence of the core Quid platform to break down all news coverage shaping public
2 perception of a company and its competition. (Id. at ¶7.) Quid’s technology platform consists of
3 over 100 separate innovations, including some that are the subject of issued United States patents.
4 (Id. at ¶8.) To maintain its first-to-market leadership position, Quid requires the utmost integrity
5 from its employees to preserve strict confidentiality over the Company’s proprietary information,
6 methods and practices. (Id. at ¶ 8.)
7 B. Quid’s Policies and Regulations Regarding Employee Use of Company
Computers and Handling of Electronic Data
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1. Confidentiality Agreements
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Upon employment at Quid, all employees (including each of the Individual Defendants in
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this case) are required to execute a Confidentiality Agreement (Goodson Decl. ¶9, Exhs. A, B, and
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C). In executing the Confidentiality Agreements, each of the Individual Defendants certified,
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acknowledged and agreed that:
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 “both during my employment and after its termination, I will keep and hold all at
all times[Quid] Proprietary Information in strict confidence and trust [and] I
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will not use or disclose any Proprietary Information without the prior written
consent of the Company in each instance, except as may be necessary to perform
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my duties as an employee of the Company for the benefit of the Company”

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 “upon termination of my employment with the Company, I will promptly
deliver to the Company all documents and materials of any nature pertaining to
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my work with the Company, and I will not take with me or retain in any form
any documents or materials or copies containing any Proprietary Information”
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 “during the period of my employment, I will at all times devote my best efforts to the
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interest of the Company and I will not, without prior written consent of the
Company, engage in or encourage or assist others to engage in, any other
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employment or activity that (i) would divert from the Company any business
opportunity in which the Company can reasonably be expected to have an
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interest, (ii) would directly compete with, or involve preparation to compete with,
the current or future business of the Company; or (iii) would otherwise conflict with
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the Company’s interests or could cause a disruption of its operation or prospects”;

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 “during employment and for a period of one year thereafter . . . I will not directly or
indirectly solicit away employees or consultants of the Company for my own benefit
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or for the benefit of any other person or entity nor will I encourage or assist others to
do so”;
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 “during and after the termination of employment, I will not directly or
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indirectly solicit or otherwise take away customers or suppliers of the Company
if in doing so I used or disclose any trade secrets or other Proprietary Information of
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the Company;
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 “all documents, supplies, equipment and other physical properties furnished to me by
1 the Company or produced by me or others in connection with my employment will
be and remain the sole property of the Company [and] … I will, upon termination
2 of my employment, “return to the Company all Company property and I will
not take with me or retain any such items”.
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Goodson Decl. ¶ 9, Exhs. A, B, and C (emphasis added).
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The Individual Defendants further acknowledged and agreed that “[a] breach or threatened
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breach of this Agreement by me may cause the Company to suffer irreparable harm and the
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Company will therefore be entitled to injunctive relief to enforce this agreement. Id. at Exh. A,
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B, and C (emphasis added).
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2. Employee Handbook Acknowledgments
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Each of the Individual Defendants also acknowledged and agreed to the further detailed
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confidentiality policies set forth in the Quid Employee Handbook as a condition of their
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employment, including requirements to:
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 keep all “confidential or proprietary information of Quid in confidence” and “not use,
13 reveal, or divulge any such information unless it is necessary for you to do so in the
performance of your duties or accept as otherwise allowed, if at all by applicable
14 law.”
15  acknowledge that any improper use or disclosure of the Company’s confidential or
proprietary information will be subject to disciplinary action up to and including
16 termination of employment.
17  conduct any “personal business, including outside employment on company time or
with company equipment, supplies or other resources, unless allowed to do so by
18 law.”
19  acknowledge that “all information created, sent, received or stored on the Company’s
electronic resources is Company property” and “any use of portable drives to
20 download Company information for any purpose for any purpose other than
Company business . . . without the advance written approval of the Company’s
21 management” is prohibited.
22 Id. at Exh. D.
23 In addition to these rigorous protections, access to Quid’s computer network, including the
24 Google Suite applications was password protected. Id. at ¶ 11.3.
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26 Confidential or proprietary Information is defined in the Handbook to include “business plans,
strategies, budgets, protections, forecasts, financial and operating information, business contracts,
27 databases, employee information, customer and vendor information, compensation data, advertising
and marketing plans, proposals, training materials and methods and other information not available
28 to the public.” (Goodson Decl. Exhs. A, B, and C).
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C. Quid Hires Gourley To Head Its Platform Development But He Fails And Is
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Terminated.
2 On June 23, 2008, Gourley joined You-Noodle pursuant to a consulting agreement where
3 Gourley provided research, development and strategic advice to assist with creation of an earlier
4 iteration of the Quid platform known at “Startup Predictor.” (Id. at ¶16). After completion of this
5 consulting assignment, Gourley was offered and accepted a full-time position as Director of Data
6 Tools, relocated to San Francisco and started employment in this capacity on November 1, 2009.
7 (Id. at ¶17.) On the same day, he executed his Confidentiality Agreement. (Id. at ¶17.)
8 In September 2010, following the name change to Quid, Gourley was promoted to Chief
9 Technology Officer and given the responsibility to direct a team of software engineers in the
10 development of Quid’s next-generation platform. In January 2012, Gourley announced the new
11 product ready for demonstration to Quid’s Board of Directors, but his presentation failed as the
12 platform did not work as intended, and Gourley seemed to not comprehend its basic functionality.
13 (Id. at ¶19.) In the wake of this failed presentation, the Board demanded that changes in leadership
14 and direction be made at the Company. Goodson stepped down as CEO and was tasked with sales
15 and helping to reengineer the platform to get it back on track. (Id. at ¶20.) With the benefit of new
16 funding and the full-time efforts of a new Vice President of Engineering (who took over Gourley’s
17 engineering responsibilities), the product deficiencies were corrected and Quid was able to release
18 the product for commercial testing and use by late 2013.
19 By early August 2014, Quid’s new CEO, Kevin Freedman, saw no need to keep Gourley as a
20 Quid employee but decided to maintain continuity by retaining Gourley until new investor
21 funding—expected to be in place by mid-January 2015—could be secured. Accordingly, on or
22 about August 8, 2014, Freedman proposed an arrangement to Gourley whereby he would be
23 relieved of his position as CTO and would act as “Advisor to the CEO” until his effective
24 termination date of January 15, 2015. Gourley accepted. Under the arrangement, formalized and
25 executed in a “Transition Agreement,” Gourley received a salary, continued vesting of his stock
26 options and extension of his stock option date exercise, along with eligibility for commissions and a
27 financing bonus for sales if financing closed before his January 15, 2015 termination date. In
28 exchange, Gourley agreed to perform any transition work reasonably assigned and upon the
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1 termination date sign a written general release of all claims against Quid. (Id. at ¶23.)
2 During the transition period between August 2014 and January 15, 2015, Gourley retained
3 access to all Quid computer and network systems both on its own premises and remotely. Quid
4 satisfied all of its obligations under the Transition Agreement and Gourley executed the release in
5 favor of Quid on March 2, 2015. (Id. at ¶23.)
6 D. Gourley and Primer Repeatedly Steals Quid’s Proprietary Information and
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Uses Quid’s Computer Network to Divert Business Opportunities to Primer
During His Employment.
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In August 2014, after Freedman notified Gourley that he would be terminated, Gourley used
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the computer feature “Google Takeout” to create eight data archives of his Google Suite4, including
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all his emails and Google drive—over 100,000 separate items, including at least 86 python source
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code files (python is the programming language that Quid used to write the code for its product) and
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over 7,000 emails. (Kaderabek Decl., at ¶ 7.) Gourley may have repeated this same process on
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September 11, 2014. Then, on or about January 15, 2015—Gourley’s last day at Quid—Gourley
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repeated this download process one more time, again creating eight “Google Takeout” files
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containing both his emails and Google drive comprising over 100,000 separate items. Id. at ¶8.
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Among other things, Gourley impermissibly accessed Quid’s cloud-based technical file repository
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and downloaded other Quid technical documents so that he would have these files when he
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completed his Google Takeout theft. Forensic analysis, just completed, shows that Gourley
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downloaded the files from Quid’s Git code repository—the repository that held Quid’s source code
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at the time. The source files that Gourley downloaded, then later copied in the Google Takeout,
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included “data_network,” “data_fetch,” and “useful_python”. Goodson Decl. at ¶ 9. Indeed,
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Gourley may have downloaded and absconded with Quid’s entire source code database. Gourley’s
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outright theft of Proprietary Information thus enabled Gourley’s access to the most sensitive Quid
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25 The Google Suite applications included a Google Drive for Cloud-based file storage and sharing,
Google Cloud Search for locating files across the Google Suite, an electronic calendar, Google Plus
26 social network, a secure team messaging application and access to Quid’s various Cloud-based
applications used for engineering, marketing, sales and other company activities. These network
27 applications also included Atlassian, used by Quid to track its software development and store its
source code, as well as Sales Force, containing applications used to track marketing and sales effort
28 for customer service and support. (Id at ¶13.)
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1 data.
2 In the fall of 2014, while still a Quid employee and without any Quid authorization, Gourley
3 incorporated Primer and created a business plan for this new company, using his Quid email account
4 to conduct the business necessary to do so5. Gourley’s five-page business plan for Primer,
5 essentially duplicated the functionality of Quid6 and also identified potential clients as “analysts
6 (and their managers) within the financial, intelligence and business sectors” – the exact same clients
7 targeted by Quid. (Id. at ¶32.)
8 After creating his Primer business plan, Gourley proceeded to use his Quid email account to
9 contact and distribute his business plan to investors well known from his time at Quid—all while
10 still a Quid employee. For example, on October 29, 2014, Gourley sent venture capital investor
11 Robert Arditi at Norwest Venture Partners an email from his Quid email account enclosing the 5-
12 page Primer business plan and falsely stating that it was a “summary of the new company [Quid] is
13 working on” and requested feedback from NVP’s “seed [funding] stage folks,” since Primer is “in
14 the middle of the fund raising process right now.” (Id. at ¶ 33 (emphasis added)). Subsequently, on
15 January 21, 2015, and again on January 23, 2015, Gourley used his Quid email to memorialize a list
16 of investors to whom documentation has been sent and funding money is expected.7 (Id. at ¶ 35,
17 Exhs. T and U). Gourley made sure that he kept his efforts hidden from Quid by operating in a self-
18 described “stealth mode” until his product was ready for launch. (Id. at ¶ 40, Exhs X, Y.)
19 Gourley also solicited the other Individual Defendants - - all Quid data scientists—to join his
20

21
5
In this time frame and by way of example only, Gourley used his Quid email in connection with
22 creating articles of incorporation, setting up bank accounts, creating corporate documents,
identifying potential vendors, networking, and soliciting investments. (Id. at ¶ 31.)
23 6
Specifically, in the business plan, Gourley touted that the Primer will “focus on the graph
24 theory/time series analysis and multi-document synthesis” with a “technology stack” containing the
following components: (1) data collection and storage/search, (2) data annotations, (3) graph
25 computation and time series analysis, (4) multi-document synthesis and insight extraction, and (5)
generation function and publication via bots. At the time Gourley drafted the Primer business plan,
26 Quid’s platform either had most of the features, they were in development, or they were planned for
development. (Goodson Decl. ¶ 32).
7
27 The investors listed in these January 2015 emails are Bloomberg, Locks, Amplify, DCVC,
Crosslink, Avalon, AME, Stefan, Jeremy Wynn, all names derived from his Quid employment.
28 (Goodson Decl. ¶ 35, Exhs. T and U.)
14
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1 Primer team while he was still employed at Quid. First, Gourley solicited Heineike a Quid data
2 scientist to join Primer in November, 2014 following her October 31, 2014 termination date from
3 Quid. Similarly, Gourley also recruited Yera, another Quid senior data scientist, who left Quid on
4 January 17, 2015 and joined Primer as Director Of Product Engineering. (Id. at ¶ 34). Finally,
5 Gourley recruited Stephanie Kohl, a Quid data analytics and graphic designer, as Primer’s Director
6 of Design. Id.
7 E. Gourley Has Continued to Violate Quid’s Proprietary Information to Steal
8
Business Opportunities for Primer Since His Quid Employment Ended
Quid recently discovered that Gourley, over the four years following his Quid termination
9
date, repeatedly logged into the Quid computer network to access Quid confidential data and use his
10
Quid email address to falsely leave the impression with potential customers and investors that he
11
was still associated with Quid (when he was not) to fraudulently divert business opportunities for
12
the benefit of his directly competing entity Primer. Gourley repeatedly used this outright deception
13
to obtain initial funding for Primer from $2 million and $4 million by early 2015 and eventually
14
secure $40 million in Series B capital from multiple Quid investors, including Lux Capital,
15
Mubadala Ventures, DCVC, Amplify, Avalon, AME, Bloomberg, Crosslink and In-Q-Tell. (Id. at ¶
16
41.) In capturing these investors and other customers using his Quid email account, Gourley touted
17
a product essentially identical to the Quid platform and in the process monitoring and accessing the
18
Quid Google Suite to remain updated on new developments at Quid. (Id. at ¶38)8
19
More astonishingly, Gourley repeatedly admitted in emails (sent from his Quid account) that
20
he was developing the Primer product from confidential information he had learned from his work
21
at Quid—all while giving the impression that Primer was a Quid-approved “spinoff.” For example,
22
on April 9, 2015, Gourley used his Quid email account to seek investment from Adam Levinson at
23
Gratiale Asset Management Asia by falsely stating that Primer was a spinoff new company from
24
Quid which employs “the kinds of technology we were developing at Quid specifically to the
25

26

8
27 By way of further example of Gourley’s brazen use of Quid’s confidential information to benefit
Primer, on January 26, 2017, Gourley accessed his Quid email and forwarded Quid’s confidential
28 contract with Barclays Bank to his newly-created Primer email account. (Id. at ¶ 36.)
15
PLAINTIFF’S EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO
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1 financial industry” (Id. at ¶ 38) (emphasis added). Similarly, on July 2, 2015, Gourley used his
2 Quid email address to falsely advise Jonathan Davies at Discovery Channel as a potential customer
3 for Primer that: “I decided that it was time to spin out some of the [Quid] technology into a new
4 company namely Primer.” (Id. at ¶ 39.)9
5 F. Quid Discovers Gourley’s Theft and Promptly Acts
6 Gourley and the other Individual Defendants concealed from Quid that Primer maintained
7 access to Quid’s networks, concealed that he was directing Quid business opportunities to Primer,
8 and omitted from email communications the fact that he had been terminated from Quid. Until late
9 last year, Quid’s management had no reason to suspect that Gourley maintained access to his
10 Google Suite of applications, including his Quid email account, much less accessed them to monitor
11 Quid and to conduct business for Primer’s benefit.
12 In or about October 2018 Quid’s information technology manager Derick Reed performed a
13 license seat audit of Quid’s cloud-based computer applications to determine whether additional seat
14 licenses needed to be purchased to accommodate an expanded Quid workforce. Reed found that
15 Gourley’s license for email access was still active and on October 2018 Reid sought and obtained
16 authorization to deactivate it. (Id. at ¶ 51.) Within 35 minutes of this deactivation, Gourley emailed
17 CEO Goodson falsely telling him that he needed a brief continuance of email to purportedly
18 download some personal photographs he had stored on his computer network. (Id. at ¶ 51.)
19 Gourley gave no indication that he had routinely accessed the computer network to benefit his new
20 company Primer.
21 Ultimately, Gourley’s continued access to the Quid computer network and email address to
22 benefit Primer was exposed in January 2019. (Id. at ¶ 51.) At this time, Gourley raised suspicions
23 by asking Quid for extensive financial data supposedly to assist him in deciding to exercise his
24 extended Quid stock options, which were set to expire in February 2019. Given this unusual request
25

26
9
By maintaining access to his Google Suite and the Quid computer network after his departure,
27 Gourley was able to monitor Quid’s progress in building its product based upon the same features
stolen for Primer and thereby introduce Primer’s competing product in a fraction of the time it
28 would have otherwise taken. Id.
16
PLAINTIFF’S EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO
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1 and the earlier deactivation of his email account, Reed was requested to investigate Gourley’s prior
2 use of his now deactivated Google Suite. Based upon this analysis, the email, data and information
3 forming the basis for this ex parte application was then discovered by forensic analysis. (See
4 Declaration of Mike Kaderabek at ¶¶ 6-10.) Since this discovery, Quid and its computer forensic
5 team have acted diligently to gather all the pertinent emails and proof of access to the Quid
6 computer system by the Individual Defendants forming the basis of this ex parte application.
7 During this recent forensic examination, the forensic team discovered Gourley’s downloads of the
8 86 python source code files and Quid continues to investigate the full scope of Gourley’s source
9 code theft. (Kaderabek Declaration at ¶¶ 7, 9; Deryck Reed Declaration at ¶¶ 6-8.)
10 III. GOURLEY AND PRIMER’S THEFT OF QUID’S PROPRIETARY AND TRADE
11
SECRET INFORMATION COMBINED WITH THEIR ACTUAL AND
CONTINUING USE THEREOF WARRANTS ISSUANCE OF IMMEDIATE
12 INJUNCTIVE RELIEF

13 In determining whether a temporary restraining order or injunction should issue, the court

14 considers two related, equitable factors: (1) the reasonable likelihood that the plaintiff will prevail

15 on the merits of its case at trial, and (2) the interim harm the plaintiff is likely to sustain if the

16 injunction is denied as compared to the harm the defendant is likely to suffer if the court grants

17 injunctive relief. See Cal. Code Civ. Proc., § 526; 14859 Moorpark Homeowner's Ass 'n v. VRT

18 Corp., 63 Cal. App. 4th 1396, 1402, 74 Cal. Rptr. 2d 712 (1998).

19 A. Quid Is Entitled to a Preliminary Injunction as to Primer and the Individual


Defendants
20
Quid is entitled to a Preliminary Injunction under the California’s Uniform Trade Secrets
21
Act (“UTSA”) and the Individual Defendants respective Confidentiality Agreements. See Cal. Civ.
22
Code § 3426.1(a). Each Individual Defendant agreed in the Confidentiality Agreement that any
23
breach of this Agreement would cause the Company to suffer irreparable harm and that “the
24
Company will therefore be entitled to injunctive relief to enforce this Agreement”. (Goodson Decl.
25
at Exh. A, B, and C, ¶ 17) (emphasis added). Where the parties have stipulated to the nature of a
26
remedy as they have here, the Court will honor the parties’ agreement unless it finds that to do so
27
would violate a specific rule of law or public policy. See DVD Copy Control Association v.
28
17
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1 Kaleidescape, Inc., 176 Cal. App. 4th 697, 725, (2009).
2 Here, the requested emergency injunction would violate neither California law nor public
3 policy. Indeed, California law specifically allows courts to issue preliminary injunctions to prevent
4 both trade secret misappropriation and the breach of a contract when the contract could be
5 specifically enforced. See Cal. Civ. Code § 3426.1(a); Cal. Civ. Proc. Code ¶ 526(b)(5).
6 B. Quid is Likely to Prevail on Its Claim for Breach of Contract
7 1. The Confidentiality Agreement Is A Valid And Binding Contract
8 California courts have long recognized the validity of confidentiality agreements that are
9 required as a condition of and in consideration of their employment. See Haggard v. Kimberly
10 Quality Care, Inc., 39 Cal. App. 4th 508, 519 (1995) (“holding that employment and payment of
11 wages constituted sufficient consideration in exchange for confidentiality agreement”)10 The
12 Individual Defendants signed the Confidentiality Agreements with Quid at the outset of their
13 employment, having had the opportunity to review the contract thoroughly and to ask questions they
14 may have had about any provisions therein. In consideration of their obligations under the
15 Agreements, Quid employed the Individual Defendants and provided them with consideration. Id.
16 The Confidentiality Agreements are contracts that can be specifically enforced. Cal. Civ. Code ¶
17 3390 (listing which obligation may not be specifically enforced). Because the parties stipulated to
18 the availability of injunctive relief in the event of breach and because such a remedy is consistent
19 with public policy, Quid is entitled to an injunction to compel the Individual Defendants’
20 compliance with its terms.
21 2. Quid Has Duly Performed Under the Confidentiality Agreement
22 The Confidentiality Agreements express that they were executed in “consideration of and as
23 a condition” of employment of the Individual Defendants with You Noodle, Inc., now known as
24

25

26
10
Under California law, a cause of action for breach of contract requires proof of: (1) the existence
27 of a contract; (2) plaintiffs performance or excuse of non-performance; and (3) defendants’ breach;
and (4) damages to plaintiff as a result of the breach. CDF Firefighters v. Maldonado, 158 Cal.
28 App. 4th 1226, 1239 (2008)
18
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1 Quid.11 Each of the Individual Defendants were compensated and provided with employment
2 benefits by Quid.
3 3. Gourley Breached the Confidentiality Agreement
4 The evidence clearly demonstrates that Gourley (i) downloaded and forwarded to his own
5 personal computers and Primer computers extensive Proprietary Information contained on Quid’s
6 computer network regarding Quid’s business and product; (ii) repeatedly accessed Quid’s Google
7 Suite network of applications and Gourley’s Quid email address to divert investor and customer
8 business for the benefit of competing entity Primer; (iii) sent and diverted emails received on the
9 Gourley Quid email account to his personal and Primer email accounts; and (iv) failed to return
10 Proprietary Information previously downloaded to their own personal computers back to Quid on
11 termination of employment. (See Factual Background, Section II D, E). Based upon these overt
12 breaches of the Confidentiality Agreement, Quid is fully entitled to injunctive relief, including the
13 requested imaging of Primer’s Computer Repositories in order to identify plaintiff’s Proprietary
14 Information and secure its prompt return.
15 C. Quid is Also Likely To Succeed On Its Claim for Trade Secret Misappropriation
16 1. Quid’s Proprietary Data Constitute Protectable Trade Secrets
17 The UTSA allows injunctive relief to prevent “actual or threatened misappropriation” or
18 “trade secrets” which are in turn defined to mean:
19 “Information including a formula, a patent, a compilation, program,
device, method, technique, while process that (1) derives independent
20 economic value, actual potential for not being generally known to the
public or to other persons who can obtain economic value from its
21 disclosure or use; and (2) is the subject of efforts that are reasonable
under the circumstances to maintain its secrecy.” Cal. Civ. Code. §
22 3426.1, subdiv. (d)12.
23
11
24 Paragraph 22 of the Confidentiality Agreement provides that its terms both will bind and benefit
the parties “and their respective successors, assigns, heirs, executors, administrators and legal
25 representatives.” This provision directly extends the obligations owed by the Individual Defendants
to the You Noodle successor entity, Quid.
12
26 In this regard, California law has also recognized that specialized customer or investor list of a
company generated through the expenditure of time and money constitute protectable trade secrets.
27 See example Morlife, Inc. v. Perry, 56 Cal. App. 4th 1520, 1521 (1995); MAI Systems Corp. v. PAK
Computer, Inc., 991 F.2d 511, 521 (9th Cir 1993); Barney v. Burrow, 558 F.2d 1066, 1079 (E.D.
28 Cal. 2008); American Credit Indemnity Company v. Sacks, 213 Cal. App. 3d 622, 631 (1989).
19
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1 Here, the evidence demonstrates that the Proprietary Information contained on the Quid
2 computer network accessed and downloaded by Gourley is precisely the type of information
3 encompassed within the trade secret protection. This protection is only confirmed by the fact that
4 this information was generated based upon years of time, money and effort by Quid but it also has
5 inherent value because access to this information allows a competitor to duplicate and steal Quid’s
6 technology, customers and investors – as demonstrated in this case. The secret nature of this
7 proprietary information is also reinforced by the terms of the Confidentiality Agreement which are
8 executed by all Quid employees.
9 2. Quid Made All Necessary Efforts to Maintain Secrecy of the Proprietary
10
Information
The California Legislature has recognized that the requirement for protection of trade secret
11
information is met by advising employees of the existence of a trade secret, limiting access to a
12
trade secret on a “need to know basis” and controlling plant access. See Legislative Committee
13
comment to Civil Code Section 34261, 1990 pocket supplement page 108; Morlife, 56 Cal. App. 4th
14
at 1521.
15
Quid has far exceeded these requirements with respect to the protection of its Proprietary
16
Information. Quid maintained a strict policy requiring all employees to execute the Confidentiality
17
Agreement as well as a required written acknowledgement of the terms of its Employee Handbook,
18
both of which rigorously require strict protection of all Proprietary Information and return of such
19
Information upon termination. Other security measures included password protections for computer
20
data. (Kaderabek Decl., ¶11).
21

22 3. Gourley and Primer Present an Actual and Threatened


Misappropriation of Quid’s Trade Secrets
23
Pursuant to the California’s UTSA, an actual or threatened misappropriation may be
24
enjoined (Cal. Civ. Code § 3426.2(a)), with “misappropriation” being defined, in pertinent part, as:
25
“(1) Acquisition of a trade secret of another by a person who
26 knows or has reason to know that the trade secret was acquired
by improper means; or (2) Disclosure or use of a trade secret of
27 another without express or implied consent by a person who: (A)

28
20
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Used improper means to acquire knowledge of the trade secret…”
1 (Cal. Civ. Code § 3426.1(b)) (emphasis added)13.
2 In this case, there can be no dispute that Gourley’s actions constitute actual misappropriation
3 of Quid’s trade secrets, as he has taken Proprietary Information as well as utilizing investor and
4 customer information without Quid’s consent to direct business opportunities to Primer. In fact, the
5 evidence demonstrates Gourley’s own admission that he improperly based the Primer technology on
6 Quid’s trade secret technology. Using this ill-gotten information, Gourley was able to launch and
7 fund Primer, a direct competitor which Quid would never have faced if Gourley had not improperly
8 stolen its trade secrets.
9 D. Quid Is Also Likely To Succeed In Its Claim of Unfair Competition
10 A plaintiff has standing to assert a cause of action for violation of Business & Professions
11 Code section 17200 (the “UCL”) if the plaintiff “has suffered injury in fact and has lost money or
12 property as a result of the unfair competition.” Bus. & Prof. Code § 17204; see also R&B Auto Ctr.,
13 Inc. v. Farmers Grp., Inc., 140 Cal.App.4th 327, 360 (2006); Kwikset Corp. v. Super. Ct., 51 Cal.4th
14 310, 322 (2011). Additionally, the UCL is expressly not superseded by the UTSA. Cal. Civ. Code
15 § 3426.7, and a former employee’s use of a former employer’s confidential information to compete
16 is grounds for injunctive relief as unfair competition. Solarbridge Techs., Inc. v. Ozkaynak, No. C
17 10-CV-03769-EJD, 2012 WL 2150308, at *6 (N.D. Cal. June 12, 2012); Courtesy Temp., Inc. v.
18 Camacho, 222 Cal. App. 3d 1278, 1291-9214.
19 Here, Gourley and Primer engaged in unfair competition because they misappropriated
20

21 13
Further, the UTSA defines “improper means” as: theft, bribery, misrepresentation, breach or
22 inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other
means. Cal. Civ. Code § 3426.1(a). Moreover, when necessary to protect against misappropriation
23 of trade secrets, courts in California and across the country have enjoined employees from engaging
in a competing business for the period of time it would take to independently develop the protected
24 information and processes of their former employers. See, e.g., Plant Industries v. Coleman, 287 F.
Supp. 636, 645 (C.D. Cal. 1968) (where injunction of 18 months was imposed); Winston Research,
25 supra at p. 142 (where injunction restraining use of machinery for two years was affirmed); Novell
Inc. v. Timpanogos Research Group Inc., 46 U.S.P.Q.2d 1197 (Utah Dist. Ct. 1998) (enjoining
26 former employee and his new company from engaging in competing business for a period of
eighteen months for the same reason).
14
27 Pursuant to Civ. Code § 17203, courts have "extremely broad" power to fashion appropriate
injunctions to prevent future acts of unfair competition. Hewlett v. Squaw Valley Ski Corp., 63
28 Cal.Rptr.2d 118, 142, 54 Cal. App. 4th 499, 540 (1997).
21
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1 Quid’s Proprietary Information including proprietary customer and investor data, all developed by
2 Quid with the expenditure of millions of dollars. The unfair competition statute compels injunctive
3 relief to insure that Gourley and Primer do not obtain a completely unfair competitive advantage
4 from the use of Quid’s Proprietary Information to benefit Primer.
5 E. The Balance Of Hardships Tips In Favor Of Quid
6 The balance of hardships tips in favor of an injunction when it would “do no more than
7 require Defendant to comply with federal and state…laws.” Dish Network L.L.C. v. Ramirez, No.
8 15-CV0-04712-BLF, 2016 WL 3092184, at *7 (N.D. Cal. June 2, 2016); See also, Henry Schein,
9 Inc. v. Cook, 191 F. Supp.3d 1072, 1077 (N.D. Cal. 2016) (court found the balance in hardships in
10 plaintiff’s favor when defendant misappropriated trade secrets for use in competitor’s business)15.
11 Here, obvious and continuing irreparable harm will incur to Quid in the absence of
12 injunctive relief. With the theft of Quid's Proprietary Information and trade secret information,
13 including highly-sensitive code files (the “crown jewels” of any software company), Defendants
14 have the present capacity to duplicate Quid's entire business and product and even "undercut"
15 plaintiff's business/customer terms based upon its unauthorized knowledge of such terms.
16 On the other hand, the effect upon Gourley and Primer from the imposition of the requested
17 injunction is minimal. In essence, the injunction will simply require compliance with their
18 Confidentiality Agreements and California law. They are free to develop their own product and
19 investors and customers using their own ingenuity, time and expense just as Quid did.
20
F. This Court Should Issue The Requested Order To Ensure All Electronic
21 Documentation Is Preserved And Allow Expedited Discovery.

22
In Dodge, Warren & Peters Ins. Servs., Inc. v. Riley, 105 Cal. App. 4th 1414, 1418 (2003),

23
the plaintiff pursued, as here, an ex parte application seeking to “freeze” defendant’s electronically

24
stored data that could contain plaintiff’s confidential and trade secret files and documents. Id. The

25

15
26 Evidence of threatened loss of prospective customers or goodwill supports a finding of irreparable
harm. Stuhlbarg Int'l Sales Co. v. John D. Brush & Co., 240 F.3d 832, 841 (9th Cir. 2001). See also,
27 UBS Fin. Servs. v. Hergert, No. C13-1825RAJ, 2013 WL 5588315, at *2 (W.D. Wash. Oct. 10,
2013) (stating that the loss of even one customer due to the misappropriation of trade secrets would
28 lead to irreparable harm in the form of unquantifiable future damages).
22
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1 plaintiff argued that the mere use of the information by defendant could result in the destruction of
2 potential evidence and, thus, violate plaintiff’s right to discovery. Id. The appellate court upheld
3 the trial court’s injunction, stating that injunctive relief is available in these circumstances. Id. at
4 1418-19. See also, Northpoint Homeowners Assn. v. Superior Court, 95 Cal. App. 3d 241, 244
5 (1979).
6 Since Quid has presented ample evidence of Gourley’s blatant theft of Quid’s Proprietary
7 Information stored in its “Google Suite”, this Court should do the same, and grant Plaintiff’s
8 requested order that (1) an independent third party make a forensic copy or image of all of Primer’s
9 electronically stored data and (2) that a Special Master be appointed to oversee the analysis of this
10 imaged data. This will avoid any alteration of the Defendants’ computer data, properly preserve the
11 status quo, and ensure that accurate information and evidence is available for discovery and trial.
12 Absent such an order, Defendants have the unfettered ability to alter or otherwise destroy critical
13 electronic evidence.
14 In addition, California courts have recognized that an order expediting document discovery
15 is proper where good cause exists to determine the extent of improper use of confidential
16 information in trade secret litigation. See American Credit Indemnity Co. v. Sacks, 213 Cal. App.
17 3d 622, 627 (1989); Whyte v. Schlage Lock Co., 101 Cal App. 4th 1443, 1449 (2002).
18 Here, the exact same expedited discovery relief is requested and entirely proper. The
19 expedited discovery will be limited in determining the existence and extent of any use or
20 dissemination of Plaintiff’s Proprietary Informant for the benefit of Primer and is essential to ensure
21 that any third parties involved in this dissemination are identified promptly.
22 IV. CONCLUSION
23 For all of the above stated reasons, Plaintiffs respectfully submits that its Proposed Order for
24 Ex Parte relief should be granted in its entirety.
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23
PLAINTIFF’S EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO
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1 DATED: March 27, 2019 GLASER WEIL FINK HOWARD
AVCHEN & SHAPIRO LLP
2

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By: /s/Lawrence M. Hadley
Lawrence M. Hadley
4
PATRICIA L. GLASER
5
LAWRENCE M. HADLEY
SEAN RILEY
6
Attorneys for Plaintiff Quid, Inc.
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