Amended Complaint Filed No FeeCal. Super. - 6th Dist.April 19, 2019GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1QCV346678 Smebm-GW GRELLAS SHAH LLP DHAIVAT H. SHAH, ESQ. (SBN 196382) (ds@grellas.com) DAVID I. SIEGEL, ESQ. (SBN 264247) (dsiegel@grellas.com) ERIN M. ADRIAN, ESQ. (SBN: 2287 18) (ema@grellas.com) JOSEPH W. GUZZETTA (SBN 233560) (jg@grellas.com) 20400 Stevens Creek Blvd, Suite 280 Cupertino, CA 95014 Telephone: (408) 255-63 10 Facsimile: (408) 255-6350 Attorneys for PlaintiffPREMISE DATA CORPORATION, a Delaware Corporation SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SANTA CLARA PREMISE DATA CORPORATION, a Case No.2 Delaware Corporation V. ALEX POMPE, an individual, and DOES 1 through 100, inclusive, 19-CV-346678 PREMISE DATA CORPORATION’S Plaintiff, FIRST AMENDED COMPLAINT Complaint Filed: April 19, 2019 Defendants. Trial Date: None set P.Her Electronically Filed by Superior Court of CA, County of Santa Clara, on 2/2/2022 10:49 AM Reviewed By: P. Hernandez Case #1 9CV346678 Envelope: 8195994 PmmfieDMaCmpmmmnkFfifiAnwmdebmmmm nandez GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Plaintiff Premise Data Corporation hereby complains and alleges against defendants, and each of them, as follows: THE PARTIES 1. Plaintiff Premise Data Corporation (“Premise”) is a Delaware corporation having its principal place 0f business in the County of San Francisco, State 0f California. 2. Defendant Alex Pompe (“Pompe”) is an individual Who resides in the County of San Francisco, State of California. 3. Premise is ignorant of the true names and capacities, whether individual, corporate 0r otherwise, 0f defendants named herein as Does 1 through 100 and Premise sues said defendants by their fictitious names. Premise will seek leave to amend this complaint t0 assert allegations against the Doe defendants When their true involvement in these matters and capacities are ascertained. Premise is informed and believes, and 0n that basis alleges, that each of the defendants sued herein as Does 1 through 100 inclusive, is in some way legally responsible and liable t0 Premise With respect to the matters set forth herein. VENUE 4. Venue and jurisdiction are proper in this court under California Code 0f Civil Procedure sections 395. 5. Per the employment agreement between Premise and Pompe, the parties have agreed t0 submit t0 the exclusive personal jurisdiction 0f the federal and state courts located in this county. NATURE OF THE COMPLAINT 6. Premise had n0 choice but t0 bring this action. Pompe is and has been engaged in a systematic campaign t0 destroy Premise, both from Within and Without. Pompe began his attacks from within, While still a Premise employee and owing Premise both contractual duties and a duty 0f utmost loyalty. Among other things, Pompe joined a civil conspiracy With a cabal 0f current and former Premise employees, all working and conspiring towards a unified goal 0f destroying the company. While Premise’s hard-working and talented employees were coming t0 work every day t0 support each other and t0 advance the mission 0f the company, 1 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Pompe came t0 work as a saboteur, using company time, equipment and communications channels t0 spread lies and misinformation t0 his co-workers in order to thoroughly demoralize them and convince them t0 leave. Pompe and his co-conspirators preyed on the other employees’ need for financial security for themselves and their families by telling lies about Premise being on the verge of financial collapse and that they would be unemployed Within weeks if they did not find other employment. This was a calculated and malicious attempt t0 deprive Premise of one of its most valuable resources, its talented, loyal and hard-working employees. Even after he left Premise, Pompe continued t0 menace his former colleagues With blatantly false statements about the company, its management, and the financial security 0f its workforce. Numerous Premise employees left in 2018 as a result 0f Pompe and his co- conspirators’ conduct. But Pompe was not satisfied. Now Pompe has turned t0 Premise’s key customers. Pompe has contacted key Premise customers, set up meetings, and made a series 0f false and misleading statements designed t0 interfere with Premise’s relationships with these customers. Premise has been significantly damaged by Pompe’s and his co-conspirators’ wrongful acts and brings this action to seek redress. BACKGROUND 7. Premise is a data and analytics company that provides “ground truth,” z'.e., real- time crowd-sourced economic data from individual gig-based contributors throughout the world. Premise marries its global network of on-the-ground contributors with industry-leading data science and machine learning. This empowers decision-makers, such as private companies, government organizations, and non-govemmental charitable or public interest organizations with real-time actionable intelligence. 8. By way of relevant example, in September 2018, Premise entered into an agreement With the Bill & Melinda Gates Foundation (“Gates Foundation”) t0 collect health data for the purpose 0f improving understanding 0f health services in eleven countries throughout Africa, Asia and Latin America. Premise was tasked with using its worldwide contributor network and advanced data science capabilities t0 identify and collect data about the state 0f health facilities, availability of family planning services, quality 0f vaccination 2 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 sessions, patient satisfaction with and quality of services, and community immunization rates. Premise’s approach marked a disruptive departure from traditional health data collection and analysis techniques, Which had been focused on cumbersome, infrequent, annual surveys and facility-based data collection systems. 9. Premise hired Pompe in December 2015 as a Growth Analyst, and Pompe started working at Premise on January 11, 2016. Pompe was subsequently promoted to Senior Growth Manager. 10. At the time 0f hire, Pompe executed an employment agreement and Proprietary Information and Inventions Agreement (“FHA”). A true and correct copy 0f Pompe’s employment agreement and the PIIA is attached as Exhibit A. 11. Section 4 0f the PIIA states: “I agree that all Inventions and all other business, technical and financial information (including, Without limitation, the identity 0f and information relating t0 customers or employees) I develop, learn 0r obtain during the term 0f my employment that relate to Company 0r the business 0r demonstrably anticipated business 0f Company or that are received by 0r for Company in confidence, constitute “Proprietary Information.” I will hold in confidence and not disclose or, except within the scope 0f my employment, use any Proprietary Information.” 12. Section 5 0f the PIIA states: “Until one year after the term ofmy employment, I will not encourage or solicit any employee or consultant of [Premise] t0 leave [Premise] for any reason . . . .” 13. Section 6 0f the PHA states: “I agree that during the term 0f my employment with [Premise] (Whether 0r not during business hours), I will not engage in any activity that is in any way competitive with the business or demonstrably anticipated business 0f [Premise], and I Will not assist any other person or organization in competing 0r preparing t0 compete with any business 0r demonstrably anticipated business of [Premise].” 14. In February 2018, Premise underwent substantial changes in its leadership team. Foremost, Premise’s then-CEO stepped down from that role and Premise replaced him with Maury Blackman (“Blackman”). 3 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 15. Soon thereafter, while himself still a Premise employee, Pompe launched a campaign t0 systematically undermine and disparage Premise and its new leadership to other Premise employees to encourage them to leave. This was a calculated attempt to cripple Premise by depriving it 0f one of its most valuable and treasured resources, the hard-working and talented people that Premise had gone t0 great expense and effort to recruit, train, and cultivate. 16. As part of this scheme, Pompe held numerous in-person meetings With other Premise personnel across the company, including Premise’s Growth, Engineering and Product teams, in Which he made false and misleading statements t0 them t0 encourage them t0 end their employment at Premise including words t0 the effect that: 1) Premise and its new leadership were unethical, bad actors and engaged in nefarious activities; 2) Premise put its contributor base at risk 0f physical harm, and did not care about the physical safety and well- being 0f its contributor base; 3) Premise misused the data it collected; and 4) Premise was a failing company that would soon run out of funds and that Premise employees needed t0 find new jobs for their own financial security and the financial security 0f their families. 17. One egregious example was a meeting that Pompe called 0f Premise’s Growth group on July 26, 2018. Pompe called the meeting under false pretenses, ostensibly telling his colleagues that he was assembling them t0 discuss Premise’s push notification system. But Pompe never mentioned pushed notification at any time in the meeting. Rather, Pompe told his colleagues that they should start looking for new jobs because Premise was 0n the verge 0f economic failure and would run out of money within the next 4-6 weeks. Pompe stated that he knew that he could be fired for calling such a meeting and asked the attendees not t0 tell anyone outside of the room that he had done so. Pompe also gave the attendees his personal phone number in the event they wished to discuss further. 18. Likewise, on September 6, 2018, Pompe disrupted a cross-functional team meeting and told the attendees that Premise would never be economically Viable because 0f its willingness t0 provide accommodations to its customers. 19. But Pompe went far beyond acting as a lone operator in his unlawful scheme t0 4 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 damage Premise. He joined a broad conspiracy With current and former Premise employees all working towards the same goal. The object 0f the conspiracy was to inflict economic harm 0n Premise by damaging employee morale, causing Premise to hemorrhage valuable personnel, prevent Premise from hiring necessary personnel and to deprive Premise of the personnel it would need t0 sustain its business and meet client needs. The members 0f this conspiracy included senior company-Wide leaders, Joanna Shevelenko (“Shevelenko”) and Gary Rudolph (“Rudolph”). It also included leaders in critical Premise departments and functions, including but not limited to the following persons in its finance, growth, engineering, and data science departments: Brad Busch (“Busch”), Steffen Weiss (“Weiss”), Kyle Dawkins (“Dawkins”), Moorea Brega (“Brega”), David Mendelson (“Mendelson”), and Gupreet Kaur (“Kaur”). And the conspiracy contained a number of subordinate employees Who actively worked t0 achieve the ends 0f the conspiracy, including but not limited t0 Natalia Hryniw (“Hryniw”), John Shriver (“Shriver”), Angela Jo (“Jo”), Matt Roth (“Roth”), Dylan Pittman (“Pittman”), and Nick Sawyer (“Sawyer”). 20. As part of his efforts to encourage Premise employees to leave their employment With the company, in Violation 0f his duty of loyalty and his contractual obligations under the PIIA, While himself still an employee at Premise, Pompe worked in tandem With his co-conspirators to actively encourage employees of Premise to leave their employment at Premise, and engaged in a systematic campaign to facilitate the departures 0f these employees by sending them job links and opportunities to work elsewhere, securing them references and making referrals to potential employers. 21. In furtherance 0f the same shared goal, Pompe worked in concert With his co- conspirators t0 encourage Premise employees to leave employment with Premise by spreading false information about Premise, including about its financial condition and customer base. 22. Pompe engaged in foregoing acts, in concert with the above-referenced co- conspirators, While knowing each such co-conspirator had entered into a PIIA With Premise and had the same contractual obligations and duties of loyalty as did Pompe. 23. Pompe’s employment with Premise ended 0n September 21, 2018. 5 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 24. Upon information and belief, after September 21, 2018, Pompe continued to make false and misleading statements to current Premise employees t0 encourage them t0 end their employment With Premise. 25. Numerous Premise employees left Premise after Pompe’s and his co- conspirators’ statements t0 them. Upon information and belief, Pompe’s and his co- conspirators’ statements caused these employees t0 leave Premise. 26. The market for skilled employees is very competitive. Premise has gone to great efforts to recruit and hire employees in this marketplace and t0 demonstrate t0 potential recruits that they should choose the compensation, growth opportunities and culture at Premise over What is offered by many other companies competing t0 hire from the same talent p001. Premise has likewise gone to great efforts t0 retain its people by regularly evaluating its compensation t0 ensure that it is competitive, and engaging in efforts t0 maintain employee morale by showing its current employees that the compensation, growth opportunities and culture make it a better choice for them than the other companies competing for talent in the marketplace that would otherwise hire Premise employees if they left. 27. After his employment ended, Pompe also acquired Premise Proprietary Information from current and former Premise employees through improper means and induced these personnel t0 breach their own PIIAs by sharing Premise Proprietary Information with him. 28. Pompe also, upon information and belief, made improper use 0f Premise Proprietary Information, and disclosed Premise Proprietary Information to third parties, after his employment ended. 29. But Pompe is apparently not satisfied With the serious economic harm he has caused t0 Premise’s talent p001 and has now turned his sights 0n damaging Premise’s relationships with its customers. 30. In 0r around the week of March 25, 2019, Pompe contacted four different individuals at the Gates Foundation and requested meetings with them. Each of these individuals was involved with the Gates Foundation’s existing contractual relationship with 6 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Premise. Upon information and belief, Pompe made a number of false and misleading statements t0 these individuals including words t0 the effect of: 1) Premise was involved in nefarious activities and was unethical; and 2) Premise misused the data it gathered and put user data and privacy at risk by, inter alia, sharing it with Premise clients affiliated with the U.S. government. FIRST CAUSE OF ACTION [Breach 0f Written Contract] 31. Premise hereby incorporates by reference each and every allegation from paragraphs 1 through 3O 0f this complaint as though said paragraphs were fully set forth herein. 32. On or around December 7, 2015, Premise and Pompe entered into the PIIA, a valid and enforceable written contract. 33. Premise has fully performed all conditions, covenants and obligations under the PIIA, 0r the performance of those conditions, covenants and obligations has been prevented or excused by Pompe’s conduct. 34. Pompe breached the PIIA by failing t0 perform the conditions, covenants and obligations required on his part therein. 35. Section 5 0f the PIIA states: “Until one year after the term 0f my employment, I will not encourage or solicit any employee or consultant of [Premise] to leave [Premise] for any reason . . . .” 36. While Pompe was himself a current Premise employee, Pompe breached Section 5 0f the PIIA by encouraging other Premise employees t0 leave Premise. 37. Section 6 0f the PHA states: “I agree that during the term of my employment with [Premise] (whether or not during business hours), I will not engage in any activity that is in any way competitive with the business 0r demonstrably anticipated business of [Premise], and I Will not assist any other person 0r organization in competing 0r preparing t0 compete with any business 0r demonstrably anticipated business 0f [Premise].” 38. While Pompe was himself a current Premise employee, Pompe breached 7 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Section 6 0f the PIIA by encouraging Premise employees t0 leave. Premise recruited those employees in a competitive marketplace for talent. By encouraging those employees t0 leave, Pompe assisted Premise’s competitors by making talented personnel available for recruitment and hire by Premise’s competitors and by depriving Premise of these resources. 39. As a direct and proximate result 0f Pompe’s breaches, Premise has suffered and Will continue t0 suffer irreparable harm, unless restrained by order 0f this Court, for Which damages will not afford adequate relief. Therefore, Premise seeks preliminary and permanent injunctive relief. 40. Additionally, as a direct and proximate result of Pompe’s breaches, Premise has suffered damages in an amount to be proven at trial. SECOND CAUSE OF ACTION [Breach 0f Written Contract] 41. Premise hereby incorporates by reference each and every allegation from paragraphs 1 through 4O 0f this complaint as though said paragraphs were fully set forth herein. 42. On 0r around December 7, 2015, Premise and Pompe entered into the PIIA, a valid and enforceable written contract. 43. Premise has fully performed all conditions, covenants and obligations under the PIIA, or the performance 0f those conditions, covenants and obligations has been prevented or excused by Pompe’s conduct. 44. Pompe breached the PIIA by failing to perform the conditions, covenants and obligations required on his part therein. 45. Section 5 0f the PIIA states: “Until one year after the term 0f my employment, I will not encourage or solicit any employee 0r consultant of [Premise] t0 leave [Premise] for any reason . . . .” 46. Pompe’s employment with Premise ended 0n September 21, 2018. Upon information and belief, Pompe breached Section 5 0f the PIIA by encouraging other Premise employees t0 leave Premise during the 1-year period after his employment with Premise 8 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ended. 47. As a direct and proximate result 0f Pompe’s breaches, Premise has suffered and Will continue t0 suffer irreparable harm, unless restrained by order 0f this Court, for Which damages will not afford adequate relief. Therefore, Premise seeks preliminary and permanent injunctive relief. 48. Additionally, as a direct and proximate result 0f Pompe’s breaches, Premise has suffered damages in an amount to be proven at trial. THIRD CAUSE OF ACTION [Breach 0f Written Contract] 49. Premise hereby incorporates by reference each and every allegation from paragraphs 1 through 48 0f this complaint as though said paragraphs were fully set forth herein. 50. On 0r around December 7, 2015, Premise and Pompe entered into the PIIA, a valid and enforceable written contract. 5 1. Premise has fully performed all conditions, covenants and obligations under the PIIA, or the performance 0f those conditions, covenants and obligations has been prevented or excused by Pompe’s conduct. 52. Pompe breached the PIIA by failing to perform the conditions, covenants and obligations required 0n his part therein. 53. Section 4 0f the PIIA states: “I agree that all Inventions and all other business, technical and financial information (including, Without limitation, the identity of and information relating t0 customers 0r employees) I develop, learn 0r obtain during the term of my employment that relate to Company or the business or demonstrably anticipated business 0f Company or that are received by or for Company in confidence, constitute “Proprietary Information.” I will hold in confidence and not disclose 0r, except within the scope 0f my employment, use any Proprietary Information.” 54. Pompe breached Section 4 by, upon information and belief, disseminating Premise Proprietary Information to third parties after his employment With Premise ended. 9 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 55. As a direct and proximate result 0f Pompe’s breaches, Premise has suffered and will continue to suffer irreparable harm, unless restrained by order of this Court, for Which damages Will not afford adequate relief. Therefore, Premise seeks preliminary and permanent injunctive relief. 56. Additionally, as a direct and proximate result 0f Pompe’s breaches, Premise has suffered damages in an amount t0 be proven at trial. FOURTH CAUSE OF ACTION [Breach 0f Duty 0f Loyalty] 57. Premise hereby incorporates by reference each and every allegation from paragraphs 1 through 56 of this complaint as though said paragraphs were fully set forth herein. 58. Pompe was a Premise employee from January 11, 2016, t0 September 21, 2018. 59. During his employment, Pompe owed Premise a duty 0f utmost loyalty. 60. Premise put reasonable trust and confidence in Pompe not to act disloyally 0r t0 take actions t0 harm Premise’s interests. 61. Pompe breached his duty of loyalty by actively disparaging Premise and its management by making a number 0f statements t0 other Premise employees including that: 1) Premise and its new leadership were unethical, bad actors and engaged in nefarious activities; 2) Premise put its contributor base at risk of physical harm, did not care about the physical safety and well-being of its contributor base; 3) Premise misused the data it collected; and 4) Premise was a failing company that would soon run out 0f funds and that Premise employees needed t0 find new jobs for their own financial security and the financial security of their families. 62. Pompe also actively encouraged Premise employees t0 leave the company. 63. Pompe’s statements and acts were calculated t0 harm Premise by hurting the morale of its employees and by causing numerous employees t0 leave. 64. As a direct and proximate result 0f Pompe’s breaches 0f his duty 0f loyalty, Premise has suffered and will continue t0 suffer immediate, serious and irreparable harm for 10 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Which Premise has n0 adequate remedy at law unless Pompe is enjoined. Premise has also suffered damages in an amount to be proven at trial. 65. Pompe’s acts were willful, oppressive and malicious. As a consequence, Premise is entitled to punitive damages in an amount t0 be proven at trial. FIFTH CAUSE OF ACTION [Intentional Interference With Prospective Economic Advantage] 66. Premise hereby incorporates by reference each and every allegation from paragraphs 1 through 65 0f this complaint as though said paragraphs were fully set forth herein. 67. Premise had economic relationships with a number 0f its former employees through at-will employment agreements. 68. Had these employees continued their employment with Premise, Premise would have received future economic benefit from these employees. 69. Pompe was aware 0f Premise’s relationship with these employees. 70. Pompe encouraged these employees to leave by making false and misleading statements to them. 71. In addition t0 personally encouraging some 0f these employees t0 leave by making false and misleading statements about them, Pompe was aware that his co-conspirators planned t0 make false and misleading statements to Premise employees t0 encourage them to leave and Pompe agreed With these co-conspirators and intended for the same to occur. 72. These false and misleading statements included, but were not limited to: statements by Pompe and his co-conspirators that Premise was going t0 run out of funds imminently; and, encouraging 0r inciting others t0 make such statements. 73. Pompe and his co-conspirators interfered with Premise’s relationships with these employees. 74. Pompe and his co-conspirators intended t0 disrupt the relationships between Premise and its employees With their false and misleading statements 0r knew that disruption was certain 0r substantially certain t0 occur. 11 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 75. Upon information and belief, Pompe and his co-conspirators’ false and misleading statements directly and proximately interfered with Premise’s reasonable expectations 0f prospective economic advantage from its relationships With its employees and Premise has been harmed in an amount to be proven at trial. 76. As a direct and proximate result of Pompe and his co-conspirators’ acts, Premise has suffered and Will continue t0 suffer irreparable harm, unless restrained by order 0f this Court, for which damages will not afford adequate relief. Therefore, Premise also seeks preliminary and permanent injunctive relief. 77. Pompe’s acts were willful, oppressive and malicious. As a consequence, Premise is entitled to punitive damages in an amount t0 be proven at trial. SIXTH CAUSE OF ACTION [Negligent Interference With Prospective Economic Advantage] 78. Premise hereby incorporates by reference each and every allegation from paragraphs 1 through 77 0f this complaint as though said paragraphs were fully set forth herein. 79. Premise had economic relationships with a number of its former employees through at-Will employment agreements. 80. Had these employees continued their employment with Premise, Premise would have received future economic benefit from these employees. 81. Pompe was aware 0f Premise’s relationship with these employees. 82. Pompe knew 0r should have known that Premise’s relationships with these employees would be disrupted if he failed to act with reasonable care. 83. Pompe failed t0 act With reasonable care by making false and misleading statements to these employees. 84. Pompe interfered with Premise’s relationships with these employees. 85. Upon information and belief, Pompe’s false and misleading statements directly and proximately interfered with Premise’s reasonable expectations 0f prospective economic advantage from its relationships with its employees and Premise has been harmed in an 12 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 amount t0 be proven at trial. 86. As a direct and proximate result 0f Pompe’s acts, Premise has suffered and Will continue t0 suffer irreparable harm, unless restrained by order 0f this Court, for Which damages Will not afford adequate relief. Therefore, Premise also seeks preliminary and permanent injunctive relief. SEVENTH CAUSE OF ACTION [Intentional Interference With Contractual Relations] 87. Premise hereby incorporates by reference each and every allegation from paragraphs 1 through 86 0f this complaint as though said paragraphs were fully set forth herein. 88. Premise and the Gates Foundation entered into an enforceable contractual relationship in September 20 1 8. 89. Pompe was aware of Premise’s contract with the Gates Foundation. 90. During the term of the contract between Premise and the Gates Foundation, and prior to any termination 0f the contract, in March 2019, Pompe initiated contact With several Gates Foundation personnel that he knew to be involved with the contract and made a number of statements t0 them, including that: 1) Premise was involved in nefarious activities and was unethical; and 2) Premise misused the data it gathered and put user data and privacy at risk by, inter alia, sharing it With Premise clients affiliated With the U.S. government. Pompe further encouraged the Gates Foundation not t0 d0 business With Premise. 91. Pompe made these statements with the intent 0f interfering With the contractual relationship between Premise and the Gates Foundation. 92. Upon information and belief, Pompe’s acts were a substantial factor in interference with 0r disruption 0f performance in the contractual relationship between Premise and the Gates Foundation. At a minimum, Pompe’s acts made performance more expensive or difficult. 93. As a result 0f Pompe’s acts 0f interference, Premise has suffered damages in an amount t0 be determined at trial. 13 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 94. As a direct and proximate result 0f Pompe’s acts, Premise has suffered and will continue t0 suffer irreparable harm, unless restrained by order of this Court, for Which damages Will not afford adequate relief. Therefore, Premise also seeks preliminary and permanent injunctive relief. 95. Pompe’s acts were willful, oppressive and malicious. As a consequence, Premise is entitled t0 punitive damages in an amount to be proven at trial. EIGHTH CAUSE OF ACTION [Intentional Interference With Prospective Economic Advantage] 96. Premise hereby incorporates by reference each and every allegation from paragraphs 1 through 95 of this complaint as though said paragraphs were fully set forth herein. 97. Premise and the Gates Foundation began a business and economic relationship in September 2018. 98. Pompe was aware 0f Premise’s relationship With the Gates Foundation. 99. The business and economic relationship between Premise and the Gates Foundation probably would have resulted in future economic benefits through additional contracts and business of increased scope and duration. 100. In March 2019, Pompe initiated contact With several Gates Foundation personnel that he knew t0 be involved with Premise’s relationship with the Gates Foundation and made a number 0f statements t0 them, including that: 1) Premise was involved in nefarious activities and was unethical; and 2) Premise misused the data it gathered and put user data and privacy at risk by, inter alia, sharing it with Premise clients affiliated With the U.S. government. These statements are false and misleading. 101. Pompe interfered with the business and economic relationship with between Premise and the Gates Foundation by making false and misleading statements. 102. Pompe intended t0 disrupt the relationship between Premise and the Gates Foundation through his false and misleading statements 0r knew that disruption or substantially certain t0 occur. 14 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 103. Upon information and belief, Pompe’s false and misleading statements directly and proximately interfered with Premise’s prospective economic advantage from its relationship With the Gates Foundation and Premise has been harmed in an amount t0 be proven at trial. 104. As a direct and proximate result 0f Pompe’s acts, Premise has suffered and Will continue t0 suffer irreparable harm, unless restrained by order 0f this Court, for Which damages Will not afford adequate relief. Therefore, Premise also seeks preliminary and permanent injunctive relief. 105. Pompe’s acts were willful, oppressive and malicious. As a consequence, Premise is entitled to punitive damages in an amount t0 be proven at trial. NINTH CAUSE OF ACTION [Negligent Interference With Prospective Economic Advantage] 106. Premise hereby incorporates by reference each and every allegation from paragraphs 1 through 105 0f this complaint as though said paragraphs were fully set forth herein. 107. Premise and the Gates Foundation began a business and economic relationship in September 2018. 108. Pompe was aware 0f Premise’s relationship with the Gates Foundation. 109. Premise reasonably anticipated that the business and economic relationship With the Gates Foundation would result in future economic benefits through additional contracts and business 0f increased scope and duration. 110. Pompe knew 0r should have known that Premise’s relationship with the Gates Foundation would be disrupted if he failed t0 act With due care. 111. In March 2019, Pompe initiated contact with several Gates Foundation personnel that he knew t0 be involved with Premise’s relationship with the Gates Foundation and made a number of statements t0 them, including that: 1) Premise was involved in nefarious activities and was unethical; and 2) Premise misused the data it gathered and put user data and privacy at risk by, inter alia, sharing it With Premise clients affiliated With the U.S. 15 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 government. These statements are false and misleading. Pompe failed t0 act with due care in making these statements. 112. Pompe interfered With the business and economic relationship With between Premise and the Gates Foundation by making false and misleading statements. 113. Upon information and belief, Pompe’s false and misleading statements directly and proximately interfered With Premise’s prospective economic advantage from its relationship with the Gates Foundation and Premise has been harmed in an amount to be proven at trial. 114. As a direct and proximate result 0f Pompe’s acts, Premise has suffered and Will continue t0 suffer irreparable harm, unless restrained by order of this Court, for Which damages will not afford adequate relief. Therefore, Premise also seeks preliminary and permanent injunctive relief. TENTH CAUSE OF ACTION [Inducing Breach 0f Contract] 115. Premise hereby incorporates by reference each and every allegation from paragraphs 1 through 114 0f this complaint as though said paragraphs were fully set forth herein. 116. Each 0f Pompe’s co-conspirators individually entered into a PIIA with Premise, which such PIIA was in effect at all relevant times. 117. Premise has fully performed all conditions, covenants and obligations under the aforementioned PIIAs, or the performance of those conditions, covenants and obligations has been prevented or excused by the applicable counterparty’s conduct. 118. Pompe’s co-conspirators breached their PIIAs by failing to perform the conditions, covenants and obligations required on his part therein. 119. Section 5 0f the PIIA states: “Until one year after the term 0f my employment, I Will not encourage 0r solicit any employee 0r consultant 0f [Premise] to leave [Premise] for any reason . . . .” 120. While Pompe’s co-conspirators were current Premise employees, they each 16 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 breached Section 5 0f the PIIA by encouraging other Premise employees t0 leave Premise. 121. Section 6 0f the PIIA states: “I agree that during the term 0f my employment With [Premise] (Whether or not during business hours), I Will not engage in any activity that is in any way competitive with the business or demonstrably anticipated business of [Premise], and I Will not assist any other person or organization in competing 0r preparing to compete with any business 0r demonstrably anticipated business 0f [Premise].” 122. While Pompe’s co-conspirators were each Premise employees, they each breached Section 6 0f the PIIA by encouraging Premise employees t0 leave. 123. Pompe and each 0f his co-conspirators knew that they were all parties t0 a PIIA with Premise. 124. Pompe and each of his co-conspirators, in concert With one another, intended, induced, and encouraged each other to breach the PIIA in the manner set forth above and were aware 0f and intended that each 0f the foregoing persons intended to engage such conduct. Such inducement and encouragement caused each co-conspirator’s breach 0f each other’s PIIA. 125. Premise recruited the employees wrongfully induced to leave their jobs at Premise in a competitive marketplace for talent. By encouraging those employees t0 leave, Pompe and his co-conspirators assisted Premise’s competitors by making talented personnel available for recruitment and hire by Premise’s competitors and by depriving Premise 0f these resources. Pompe and his co-conspirators’ conduct in cooperatively encouraging and inducing each other to breach their PIIAs was a substantial factor in the harm brought forth on Premise. 126. As a direct and proximate result 0f the above conduct, Premise has suffered damages in an amount t0 be proven at trial. ELEVENTH CAUSE OF ACTION [Inducing Breach 0f Contract] 127. Premise hereby incorporates by reference each and every allegation from paragraphs 1 through 126 of this complaint as though said paragraphs were fully set forth herein. 17 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 128. Mendelson individually entered into a PIIA With Premise, Which such PIIA was in effect at all relevant times. 129. Premise has fully performed all conditions, covenants and obligations under the aforementioned PIIAs, 0r the performance of those conditions, covenants and obligations has been prevented 0r excused by the applicable counterparty’s conduct. 130. Mendelson breached the PIIA by failing t0 perform the conditions, covenants and obligations required on his part therein. 131. Section 4 of the PIIA states: “I agree that all Inventions and all other business, technical and financial information (including, without limitation, the identity 0f and information relating t0 customers 0r employees) I develop, learn 0r obtain during the term 0f my employment that relate t0 Company 0r the business 0r demonstrably anticipated business 0f Company 0r that are received by 0r for Company in confidence, constitute “Proprietary Information.” I will hold in confidence and not disclose or, except within the scope 0f my employment, use any Proprietary Information.” 132. Mendelson breached Section 4 of the PIIA by disclosing Premise Proprietary Information to Pompe without authorization and outside the scope 0f his employment, after Pompe was no longer a Premise employee. 133. Pompe was aware 0f Mendelson’s contractual obligations t0 Premise under the PIIA. 134. Pompe encouraged Mendelson t0 breach the PIIA in the manner described above and intended that Mendelson breach it. Pompe’s inducement and encouragement caused Mendelson’s breach. 135. As a direct and proximate result 0f the above conduct, Premise has suffered damages in an amount to be proven at trial. TWELFTH CAUSE OF ACTION [Inducing Breach 0f Written Contract] 136. Premise hereby incorporates by reference each and every allegation from paragraphs 1 through 135 0f this complaint as though said paragraphs were fully set forth 18 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 herein. 137. Pompe’s co-conspirators individually entered into a PIIA with Premise, which such PIIA was in effect at all relevant times. 138. Premise has fully performed all conditions, covenants and obligations under the aforementioned PIIAs, or the performance of those conditions, covenants and obligations has been prevented 0r excused by the applicable counterparty’s conduct. 139. Pompe’s co-conspirators breached their PIIAS by failing to perform the conditions, covenants and obligations required on their part therein. 140. Section 4 0f the PIIA states: “I agree that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating t0 customers 0r employees) I develop, learn 0r obtain during the term of my employment that relate t0 Company or the business 0r demonstrably anticipated business 0f Company 0r that are received by 0r for Company in confidence, constitute “Proprietary Information.” 141. Section 4 further states: “I will hold in confidence and not disclose 0r, except within the scope ofmy employment, use any Proprietary Information.” 142. Pompe and his co-conspirators, through both digital platforms and other means, shared Proprietary Information with third parties, including former Premise employees, and current Premise employees without authorization t0 receive such information. 143. Each 0f Pompe and his co-conspirators were aware that the other co- conspirators were parties to a PIIA with Premise. 144. Each of Pompe and his co-conspirators, in concert with one another, intended, induced, and encouraged other co-conspirators to breach the PIIA in the manner set forth above and were aware 0f and intended that each of the foregoing persons intended t0 engage in such conduct. Such inducement and encouragement caused each co-conspirator’s breach 0f each other’s PIIA. 145. Pompe and his co-conspirators’ conduct in cooperatively encouraging and inducing other co-conspirators t0 breach their PIIAs was a substantial factor in the harm 19 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 brought forth 0n Premise. 146. As a direct and proximate result 0f the above conduct, Premise has suffered damages in an amount t0 be proven at trial. THIRTEENTH CAUSE OF ACTION [Aiding and Abetting Breach 0f Duty 0f Loyalty] 147. Premise hereby incorporates by reference each and every allegation from paragraphs 1 through 146 of this complaint as though said paragraphs were fully set forth herein. 148. Each 0f Pompe and his co-conspirators were employees 0f Premise at the relevant times. 149. During their employment, each 0f Pompe and his co-conspirators owed Premise a duty 0f utmost loyalty. And each 0f the foregoing persons knew that the other owed this duty. 150. Premise put reasonable trust and confidence in Pompe and his co-conspirators not t0 act disloyally 0r t0 take actions t0 harm Premise’s interests. 15 1. Each of Pompe and his co-conspirators breached the duty 0f loyalty by actively disparaging Premise and its management by making a number of statements t0 other Premise employees including words to the effect that: 1) Premise was a failing company that would soon run out 0f funds and that Premise employees needed to find new jobs for their own financial security and the financial security of their families; 2) Premise engaged in illegal, unethical, or immoral activities; and 3) Premise management was misleading its own employees by failing t0 disclose Premise’s dire financial condition and instead making false statements that Premise was 0n the verge of receiving funding and also expected other sources 0f revenue. The latter statement regarding Premise management not only itself painted a false picture 0f Premise’s financial condition but by innuendo suggested that Premise’s management was dishonest and untrustworthy. 152. Pompe and his co-conspirators, acting in concert, were aware 0f the others’ scheme t0 breach the duty 0f loyalty owed t0 Premise, and agreed, intended, and encouraged 20 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 the same. In so conspiring, each of them caused substantial harm suffered by Premise as a result of the breaches 0f the duty 0f loyalty. 153. Further, as described above, Pompe and his co-conspirators, each individually, and in concert with Pompe, took acts to aid and encourage Premise employees to leave their employment, which was a breach 0f the duty 0f loyalty. These persons encouraged each other’s breach 0f the duty 0f loyalty and were a substantial factor in the harm caused t0 Premise therefrom, as described below. Pompe was aware that his co-conspirators planned to aid and abet each other’s breaches 0f the duty 0f loyalty and agreed, intended, and encouraged the same. 154. The statements and acts described above were calculated t0 harm Premise by hurting the morale 0f its employees and by causing numerous employees t0 leave and by failing to encourage new employees t0 join Premise. 155. As a direct and proximate result of Pompe’s conspiring with the aforementioned persons to aid and abet breaches of their duty of loyalty, Premise has also suffered damages in an amount to be proven at trial. 156. Pompe’s acts were willful, oppressive and malicious. As a consequence, Premise is entitled to punitive damages in an amount to be proven at trial. FOURTEENTH CAUSE OF ACTION [Slander] 157. Premise hereby incorporates by reference each and every allegation from paragraphs 1 through 156 of this complaint as though said paragraphs were fully set forth herein. 158. Pompe and his co-conspirators willfully, and without justification 0r privilege, communicated to other persons the following defamatory statements: (a) Premise was a failing company that would soon run out of funds and Premise employees needed t0 find new jobs for their own financial security and the financial security of their families. (b) Premise management was failing t0 disclose Premise’s dire financial 21 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 situation t0 its employees and making untruthful statements t0 Premise’s employees that Premise was 0n the verge of receiving funding and other revenue. (c) Premise and its leadership were unethical, bad actors and engaged in illegal, immoral, or unethical activities; (d) Premise was engaged in illegal, immoral, 0r unethical activities; (e) Premise put its contributor base at risk 0f physical harm and did not care about the physical safety and well-being of its contributor base; (f) Premise misused the data it collected; (g) Or words to the effect 0f the above statements. 159. These statements were false. 160. Pompe and his co-conspirators made these statements to a number 0f persons, including Premise current and former employees, and at least one Premise customer. 161. With respect to aforementioned statements made not by Pompe personally, but by his co-conspirators identified above, Pompe was aware that his co-conspirators planned to make such slanderous statements and agreed With and intended for such acts to occur. 162. The aforementioned statements with respect t0 Premise’s financial condition create the false impression that Premise was unable t0 compete in the marketplace and that its employees did not have job security. Further, the aforementioned statements regarding the purported false representations by Premise management and Premise engaging in illegal, immoral, or unethical activities, denigrate Premise and its management’s reputation for honesty and integrity and make it less likely that employees would want to continue working with Premise and that customers would want t0 do business with Premise. 163. Pompe and his co-conspirators’ conduct, unless enjoined and restrained by order 0f this Court, has and will continue to cause great and irreparable injury t0 Premise. 164. As a proximate result 0f Pompe’s and his co-conspirators’ statements, Premise has suffered injury to its reputation and is entitled t0 general damages in a sum t0 proven at trial. 165. Also as a proximate result 0f Pompe’s and his co-conspirator’s statements, 22 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Premise employees have ended their employment with Premise. 166. As a direct and proximate result of Pompe’s and his co-conspirators’ acts, Premise has suffered and Will continue t0 suffer irreparable harm, unless restrained by order 0f this Court, for which damages will not afford adequate relief. Therefore, Premise also seeks preliminary and permanent injunctive relief. 167. Pompe’s acts were willful, oppressive and malicious. As a consequence, Premise is entitled to punitive damages in an amount to be proven at trial. FIFTEENTH CAUSE OF ACTION [False Light] 168. Premise hereby incorporates by reference each and every allegation from paragraphs 1 through 167 0f this complaint as though said paragraphs were fully set forth herein. 169. Pompe and his co-conspirators willfully, and without justification or privilege, communicated to other persons the following defamatory statements: (a) Premise was a failing company that would soon run out of funds and Premise employees needed to find new jobs for their own financial security and the financial security 0f their families. (b) Premise management was failing t0 disclose Premise’s dire financial situation t0 its employees and making untruthful statements t0 Premise’s employees that Premise was on the verge of receiving funding and other revenue. (c) Premise and its leadership were unethical, bad actors and engaged in illegal, immoral, or unethical activities; (d) Premise was engaged in illegal, immoral, 0r unethical activities; (e) Premise put its contributor base at risk of physical harm and did not care about the physical safety and well-being 0f its contributor base; (f) Premise misused the data it collected; (g) Or words to the effect of the above statements. 170. These statements were false and misleading. 23 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 171. These statements gave publicity t0 matters concerning Premise that unreasonably placed it in a false light. 172. The false light in Which Premise had been placed would be highly offensive t0 a reasonable person. 173. Pompe and his co-conspirators knew of the falsity 0f the publicized matter and the false light in Which Premise would be placed and/or acted With reckless disregard for the truth or falsity of the publicized matter and the false light in Which Premise would be placed. 174. Pompe and his co-conspirators made these statements to a number of persons, including Premise current and former employees as well as representatives 0f the Premise’s customers. 175. With respect to aforementioned statements made not by Pompe personally, but by his co-conspirators identified above, Pompe was aware that his co-conspirators planned to make such false statements and agreed with and intended for such acts to occur. 176. The aforementioned statements with respect t0 Premise’s financial condition create the false impression that Premise was unable to compete in the marketplace and that its employees did not have job security. Further, the aforementioned statements regarding the purported false representations by Premise management and illegal, immoral, 0r unethical activities purportedly taken by Premise denigrate Premise and its management’s reputation for honesty and integrity and make it less likely that employees would want t0 continue working With Premise or that customers will want to d0 business With Premise. 177. Pompe’s conduct, unless enjoined and restrained by order of this Court, has and will continue t0 cause great and irreparable injury t0 Premise. 178. As a proximate result 0f Pompe’s statements, Premise has suffered injury t0 its reputation and is entitled t0 general damages in a sum to proven at trial. 179. Also as a proximate result of Pompe’s statements, Premise employees have ended their employment with Premise and, upon information and belief, Premise’s relationships With its customers have been harmed. 180. Pompe’s acts were willful, oppressive and malicious. As a consequence, 24 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Premise is entitled t0 punitive damages in an amount t0 be proven at trial. SIXTEENTH CAUSE OF ACTION [Misappropriation of Trade Secrets] 181. Premise hereby incorporates by reference each and every allegation from paragraphs 1 through 180 0f this complaint as though said paragraphs were fully set forth herein. 182. Premise has invested substantial resources in developing its Proprietary Information. Premise’s Proprietary Information includes, among other things, information regarding its business operations, financial status and operations, customer identities, data science methodologies, and contributor tasks. 183. Because this information has significant market value and is crucial t0 its success, Premise takes substantial efforts to keep this information confidential. Premise requires employees t0 keep this information confidential and to refrain from using it in any unauthorized manner both as a matter 0f policy and as an express contractual restriction. Further, it requires its employees to sign contracts restricting them from making unauthorized use 0f its trade secrets both during their employment and after their employment ends. Premise also takes security measures in its computer systems and in its physical locations t0 help maintain the secrecy of its information. 184. The efforts Premise takes to keep confidential this information are reasonable under the circumstances t0 maintain its secrecy. Measures are taken t0 ensure the confidentiality of this information because it derives independent economic value from not being generally known t0 competitors 0r the general public Who can obtain economic value from its disclosure 0r use. Accordingly, the above-described information constitutes “trade secrets” under California’s Uniform Trade Secrets Act, Cal. CiV. Code § 3426 et seq. 185. Pompe misappropriated Premise’s trade secrets by wrongfully acquiring, using and disclosing Premise’s trade secrets. 186. Pompe’s actions constitute a misappropriation of trade secrets under Cal. CiV. Code § 3426 et. seq. 25 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 187. Each act of misappropriation was done willfully and maliciously by Pompe, thereby entitling Premise t0 exemplary damages and/or attorney’s fees t0 be determined at hearing pursuant to Cal. CiV. Code § 3426.3(0). 188. As a direct and proximate cause 0f his misappropriation of the trade secrets, Pompe has been unjustly enriched and Premise has suffered damages in an amount t0 be proven at trial. SEVENTEENTH CAUSE OF ACTION [Unfair Competition Under California Business & Profession Code § 17200 et. seq] 189. Premise hereby incorporates by reference each and every allegation from paragraphs 1 through 188 0f this complaint as though said paragraphs were fully set forth herein. 190. As is more fully alleged above, both during his employ at Premise and afterwards, Pompe made false and misleading statements t0 Premise’s employees t0 disparage Premise and t0 attempt to cause Premise employees to leave. Further, Pompe made false and misleading statements to the Gates Foundation t0 interfere with its relationship with Premise. 191. Pompe has engaged in unlawful and unfair business acts and/or practices that constitute unfair competition under California Business & Professions Code section 17200, et seq. 192. As a direct and proximate result 0f Pompe’s unfair competition, Premise has suffered and Will continue t0 suffer irreparable harm, unless restrained by Order of this Court, for Which damages will not afford adequate relief. Therefore, Premise seeks preliminary and permanent injunctive relief. 193. Additionally, as a direct and proximate result 0f Pompe’s unfair competition, Pompe has been improperly and unjustly enriched at the expense of Premise. The amount of such unjust enrichment shall be established according to proof at trial. PRAYER WHEREFORE, plaintiff prays for judgment in his favor against defendants as follows: On the First through Third Causes 26 Premise Data Corporation’s First Amended Complaint GRELLAS SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO, CA 95014 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4. 5. . For general and special damages in an amount t0 be proven at trial; For pre-judgment and post-judgment interest; For preliminary and permanent injunctive relief; For costs of suit; and For such other and further relief as the Court deems just and proper. On the Fourth through Fifteenth Causes 1. 2. 5. 6. For general and special damages in an amount t0 be proven at trial; For exemplary and punitive damages; For pre-judgment and post-judgment interest; For preliminary and permanent injunctive relief; For costs of suit; and For such other and further relief as the Court deems just and proper. On the Sixteenth Cause 1. 5. 6. For general and special damages in an amount t0 be proven at trial; For exemplary and punitive damages; For pre-judgment and post-judgment interest; For preliminary and permanent injunctive relief; For reasonable attorney’s fees and costs 0f suit; and For such other and further relief as the Court deems just and proper. On the Seventeenth Cause 1. For a preliminary and permanent injunction enjoining Pompe from engaging in unfair competition; For disgorgement 0f all profits associated with Pompe’s unfair competition; . For restitution of all sums unlawfully obtained by Pompe due to his unfair competition; For pre-judgment and post-judgment interest. For costs 0f suit; and For such other and further relief as the Court deems just and proper. 27 Premise Data Corporation’s First Amended Complaint GRELLAs SHAH LLP 20400 STEVENS CREEK BLVD SUITE 280 9 CUPERTINO. CA 95014 4; KOOONONUI 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Respectfully submitted, Dated: February 2, 2022 GRELLAS SHAH LLP BVZ g/égVW - M‘V/J/‘\ Erin M. Adrian, Esq. Attorneys for PlaintiffPREMISE DATA CORPORATION 28 Premise Data Corporation’s First Amended Complaint EXHIBIT A PREMISE DATA CORPORATION 185 BERRY ST. #6850 SAN FRANCISCO, CA 94107 DECEMBER 1, 2015 Alex Pompe Dear Mr. Pompe: Premise Data Corporation (the “Company”) is pleased to offer you employment on the following terms: 1. Position. Your initial title will be Growth Analyst and you will initially report t0 the Company’s Growth Lead, Nathalie Youngexman. This is a full-time position. While you render sewices to the Company, you will not engage in any other employment, consulting or other business activity (whether fulltime or part-time) that would create a conflict 0f interest with the Company. By signing this letter agreement, you confinn to the Company that you have 11o contractual commitments 0r other legal obligations that would prohibit you fiom performing your duties for the Company. 2. Cash Compensation. The Company will pay you a starting salaly at the rate of $60,000 per year, payable in accordance with the Company’s standard payroll schedule. This salaly will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time. In addition, there will be a one time relocation bonus in the amount 0f $4,000 included in your first pay period. 3. Employee Benefits. As a regular employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits. 111 addition, you will be entitled to paid vacation in accordance with the Company’s vacation policy, as in effect fiom time to time. 4. Stock Options. Subject to the approval of the Company’s Board of Directors or its Compensation Committee, you will be granted an option to purchase 15,000 shares of the Company’s Common Stock (the “Option”). The exercise price per share of the Option will be detennined by the Board of Directors 01‘ the Compensation Committee when the Option is granted. The Option will be subject to the tenns and conditions applicable to options granted under the Company’s 2012 Stock Plan (the “Plan”), as described in the Plan and the applicable Stock Option Agreement. You will vest in 25% 0f the Option shares afier 12 months of continuous sewice, and the balance will vest in equal monthly installments GDSVF&H\I492959.I Alex Pompe December 1, 20 1 5 Page 2 over the next 36 months of continuous service, as described in the applicable Stock Option Agreement. 5. Proprietary Information and Inventions Agreement. Like all Company employees, you will be required, as a condition 0f your employment with the Company, to sign the Company’s standard Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A. 6. Employment Relationship. Employment with the Company is for no specific pen'od of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contraly representations that may have been made to you are superseded by this letter agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at Will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you). 7. Tax Matters. (a) Withholding. A11 forms of compensation referred to in this letter agreement are subj ect to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. (b) Tax Advice. You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company 01' its Board of Directors related t0 tax liabilities arising from your compensation. 8. Interpretation, Amendment and Enforcement. This letter agreement and Exhibit A constitute the complete agreement between you and the Company, contain all of the telms of your employment with the Company and supersede any prior agreements, representations or understandings (whether written, oral or implied) between you and the Company. This letter agreement may not be amended 01' modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The tenns of this letter agreement and the resolution of any disputes as to the meaning, effect, perfonnance 01‘ validity of this letter agreement 01' arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any other relationship between you and the Company (the “Disputes”) will be governed by Califomia law, excluding laws relating t0 conflicts or choice of law. You and the Company submit to GDSVF&H\1492959.1 Alex Pompe December I, 2015 Page 3 the exclusive personal jurisdiction of the federal and state courts located in Santa Clara County in connection with any Dispute 01' any claim related to any Dispute. We hope that you will accept our offer to join the Company. You may indicate your agreement with these terms and accept this offer by signing and dating both the enclosed duplicate original of this letter agreement and 'the enclosed Proprietary Information and Inventions Agreement and returning them to me. This offer, if not accepted, will expire at the close of business on December 7, 2015. As required by law, your employment with the Company is contingent upon your providing legal proof of your identity and authon'zation t0 work in the United States. Your employment is also contingent upon your staning work with the Company on or before Jammy 4, 2016. Ifyou have any questions, please call me at (41 5) 235-9560. Very truly yours, PREMISE DATA CORPORATION 16”“? Title: Chief Operatinq Officer I have read and accept this employment offer: AA@ Signature of Employee Dated; December 7 201 5 Attachment Exhibit A: Proprietary Information and Inventions Agreement GI)SVF&I-l'\l493959.l PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT The following confirms and memorializes an agreement that PREMISE DATA CORPORATION, a Delaware coxporation (the “Company”) and I (Alex Pompe) have had since the commencement of my employment (which term, for purposes of this agreement, shall be deemed to include any relationship of service to the Company that I may have had prior to actually becoming an employee) with the Company in any capacity and that is and has been a material part of the consideration for my employment by Company: 1. GDSVF&H\I492958.1 I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict with this Agreement or my employment with Company. I will not Violate any agreement with or rights of any third pafiy 0r, except as expressly authorized by Company in writing hereafter, use 01' disclose my own or any third party’s confidential infomnation or intellectual property when acting within the scope of my employment 0r otherwise on behalf of Company. Further, I have not retained anything containing any confidential infonnation of a prior employer or other third pafiy, whether or not created by me. Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, sui generis database rights and all other intellectual property rights of any 5011 throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information made 01' conceived or reduced to practice, in whole or in pan, by me during the tenn of my employment With Company t0 and only to the fullest extent allowed by California Labor Code Section 2870 (which is attached as Appendix A) (collectively “Inventions”) and I will promptly disclose all Inventions to Company. Without disclosing any third party confidential information, I will also disclose anything I believe is excluded by Section 2870 so that the Company can make an independent assessment. I hereby make all assignments necessaly t0 accomplish the foregoing. I shall further assist Company, at Company’s expense, t0 further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights specified to be so owned or assigned. I hereby irrevocably designate and appoint Company as my agent and attomey-in-fact, coupled with an interest and with full power of substitution, to act for and in my behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by me. If I wish to clarify that something created by me prior to my employment that relates t0 Company’s actual or proposed business is not within the scope GDSVF&H\1492958.1 of the foregoing assignment, I have listed it on Appendix B in a manner that does not Violate any third party rights 01' disclose any confidential information. Without limiting Section 1 or Company’s other rights and remedies, if, when acting within the scope ofmy employment 01‘ otherwise 011 behalf of Company, I use 01‘ disclose my own or any third party’s confidential information or intellectual property (01‘ if any Invention cannot be fully made, used, reproduced, distributed and otherwise exploited without using or violating the foregoing), Company will have and I hereby grant Company a perpetual, irrevocable, worldwide royalty- free, non-exclusive, sublicensable right and license to exploit and exercise a1] such confidential information and intellectual property rights. To the extent allowed by law, paragraph 2 includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or refelTed to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”). To the extent I retain any such Moral Rights under applicable law, I hereby ratify and consent t0 any action that may be taken with respect to such Moral Rights by or authorized by Company and agree not to assert any Moral Rights with respect thereto. I will confirm any such ratifications, consents and agreements from time to time as requested by Company. I agree that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) I develop, learn or obtain during the term of my employment that relate t0 Company or the business or demonstrably anticipated business of Company or that are received by or for Company in confidence, constitute “Proprietaly Infomlation.” I will hold in confidence and not disclose or, except within the scope of my employment, use any Proprietary Information. However, I shall not be obligated under this paragraph with respect to infonnation I can document is or becomes readily publicly available without restriction through no fault of mine. Upon tennination of my employment, I will promptly return to Company all items containing or embodying Proprietaly Infonnation (including all copies), except that I may keep my personal copies 0f (i) my compensation records, (ii) materials distributed to shareholders generally and (iii) this Agreement. I also recognize and agree that I have no expectation 0f privacy with respect to Company’s teleconnnunications, networking 01' information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that my activity and any files or messages on or using any of those systems may be monitored at any time without notice. GDSVF&H\1492958.I Until one year after the tenn of my employment, I will not encourage or solicit any employee or consultant of Company to leave Company for any reason (except for the bona fide firing of Company persomlel within the scope 0fmy employment). I agree that during the term 0fmy employment with Company (whether or not during business hours), I will not engage in any activity that is in any way competitive with the business or demonstrably anticipated business of Company, and I will not assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business 0f Company. I agree that this Agreement is not an employment contract for any particular tenn and that I have the right to resign and Company has the right to terminate my employment at will, at any time, for any 01' no reason, with or Without cause. In addition, this Agreement does not purport to set forth all of the terms and conditions ofmy employment, and, as an employee of Company, I have obligations to Company which are not set forth in this Agreement. However, the terms of this Agreement govern over any inconsistent terms and can only be changed by a subsequent written agreement signed by the President 0f Company. I agree that my obligations under paragraphs 2, 3, 4 and 5 of this Agreement shall continue in effect after termination of my employment, regardless of the reason or reasons for termination, and whether such termination is voluntaly or involunta1y on my part, and that Company is entitled to communicate my obligations under this Agreement t0 any future employer or potential employer of mine. My obligations under paragraphs 2, 3 and 4 also shall be binding upon my heirs, executors, assigns, and administrators and shall inure to the benefit of Company, it subsidiaries, successors and assigns. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. I further agree that if one or more provisions 0f this Agreement are held to be illegal or unenforceable under applicable California law, such illegal 01' unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. This Agreement is fully assignable and transferable by Company, but any purported assignment or transfer by me is void. I also understand that any breach of this Agreement will cause irreparable harm to Company for which damages would not be an adequate remedy, and, therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies and without any requirement to post bond. I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT THE COMPANY WILL RETAIN ONE COUNTERPART AND THE OTHER COUNTERPART WILL BE RETAINED BY ME. December 7 , 2015 Employee Signature Alex Pompe Name (Printed) Accepted and Agreed to: PREMISE DATA CORPORATION 'By M5? APPENDIX A California Labor Code Section 2870. Application of provision providing that employee shall assign or offer t0 assign rights in invention to employer. (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his 0r her rights in an invention to his 01' her employer shall not apply t0 an invention that the employee developed entirely on his or her own time without using the GDSVF&H‘\I492958.I (b) GDSVF&H\ l 492958.] employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for his employer. To the extent a provision in an employment agreement purports to require an employee t0 assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.
