Motion Complexity DeterminationCal. Super. - 6th Dist.July 17, 202010 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 200V368472 Santa Clara - Civil JOSEPH C. ALM (CA SBN 294362) jalm@tesla.com Tesla, Inc. 901 Page Ave., Fremont CA 94358 Telephone: 650.681.5000 SEAN P. GATES (CA SBN 186247) SGates@charisleX.com CHARIS LEX P.C. 301 N. Lake Ave., Suite 1100 Pasadena, California 91 101 Telephone: 626.508.1717 Facsimile: 626.508.1730 Attorney for Plaintiff TESLA, INC. SUPERIOR COURT Electronically Filed by Superior Court of CA, County of Santa Clara, on 5/12/2021 1:31 PM Reviewed By: A. Rodriguez Case #20CV368472 Envelope: 6430001 OF CALIFORNIA COUNTY OF SANTA CLARA TESLA, INC., Plaintifl’, V. RIVIAN AUTOMOTIVE, INC., RIVIAN AUTOMOTIVE, LLC, VINCE DURAN, KIM WONG, TAMI PASCALE, JESSIE YOTSE, SAVAYIA BERO, JESSICA SIRON, CARRINGTON BRADLEY, ANDREA ZECHMANN, and DOES 5-20. Defendants. Case N0. 20CV368472 THIRD AMENDED COMPLAINT FOR INJUNCTIVE RELIEF AND DAMAGES FOR: 1. VIOLATION OF THE UNIFORM TRADE SECRETS ACT (CAL. CIV. CODE § 3426 ETSEQ.); 2. BREACH OF CONTRACT; 3. INTENTIONAL INTERFERENCE WITH CONTRACT; AND 4. VIOLATION 0F CALIFORNIA COMPUTER DATA ACCESS AND FRAUD ACT (CAL. PEN. CODE § 520 ETSEQ). DEMAND FOR JURY TRIAL Hon. Socrates P. Manoukian Dept. 20 Original Complaint filed July 17, 2020 Trial Date: TBD THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Tesla, Inc. brings this action against Rivian Automotive, Inc., Rivian Automotive, LLC, Vince Duran, Kim Wong, Tami Pascale, Jessie Yotse, Savayia Bero, Jessica Siron, Carrington Bradley, Andrea Zechmann, and Does 5-20 t0 remedy Defendants’ misappropriation 0f Tesla’s confidential, proprietary, and trade secret information. THE NATURE OF THE ACTION 1. This dispute stems from Rivian’s efforts t0 misappropriate Tesla’s confidential, trade secret information by blatantly soliciting Tesla employees t0 steal that information - and t0 d0 so surreptitiously, so as t0 avoid detection. Some employees obliged, taking Tesla’s confidential and proprietary documents 0n their way out the door t0 RiVian. Remarkably, the theft 0f trade secrets has continued t0 now, well after this lawsuit was originally filed. 2. RiVian is a small startup company seeking t0 enter the electric vehicle market. Tesla is the world’s leading manufacturer 0f electric vehicles. Unsurprisingly, Rivian recruits heavily from Tesla’s ranks, which, When done fairly, Tesla respects as legitimate competitive conduct. 3. But Rivian has not played fair. For instance, one 0f Rivian’s lead recruiters, Vince Duran, left Tesla for Rivian in June 2020. Within days, he solicited one 0f his former subordinates, a current Tesla employee, to send him Tesla confidential documents. Furthermore, t0 avoid detection, he advised her t0 g0 through the cumbersome process of photographing the numerous pages and then sending him the pictures, rather than simply emailing the documents from her Tesla account. Another Tesla employee, now at Rivian, stole documents in a similar fashion: taking and uploading pictures from particularly sensitive sales data t0 her personal email as she was leaving for Rivian. That theft occurred several weeks after this lawsuit was filed and after RiVian 0n multiple occasions falsely assured Tesla that it had procedures in place t0 prevent such thefts. 4. Tesla has now uncovered evidence that six RiVian employees took Tesla highly valuable, confidential information as they left for RiVian. Three were questioned by Tesla’s investigators and falsely denied having taken anything. One of them actively interfered with Tesla’s investigation. Another avoided the investigation altogether by not giving Tesla notice until Labor Day and then starting work at Rivian the following morning. 1 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 5. Rivian and its employees have stolen Tesla confidential information covering the very topics needed for an electric vehicle startup company to compete-the best manufacturing processes, most profitable store locations, how t0 service vehicles efficiently, what to 100k for in recruits, and competitive salary and bonus structures. Despite Tesla’s irrefutable evidence that RiVian employees stole Tesla trade secrets-including five weeks after this complaint was first filed-Rivian continues t0 claim nothing is wrong. THE PARTIES 6. Tesla is a Delaware corporation With its principal place of business at 3500 Deer Creek Road, Palo Alto, California. 7. On information and belief, Rivian Automotive, Inc. is a Delaware corporation with its principal place of business in Plymouth, Michigan, and Which also has facilities in San Jose, Carson, Palo Alto, and Irvine, California. Rivian Automotive, Inc. also has approximately 1,000 employees in California, and a total of approximately 2,300 employees. 8. On information and belief, Rivian Automotive, LLC is a Delaware limited liability company with a principal office in San Mateo, California. Rivian Automotive, Inc. is the sole member of Rivian Automotive, LLC. Tesla refers in this Complaint to Rivian Automotive, Inc. and RiVian Automotive, LLC collectively as “Rivian.” 9. Vince Duran is a California resident With his principal residence in Los Angeles, California. He is currently an employee of RiVian and is a former employee 0f Tesla. 10. Kim Wong is a California resident with her principal residence in Buena Park, California. She is currently an employee 0f Rivian and is a former employee 0f Tesla. 11. Tami Pascale is a California resident with her principal residence in Danville, California. She is currently an employee 0f Rivian and a former employee of Tesla. 12. Jessie Yotse is a Texas resident with her principal place 0f residence in Austin, Texas. She is currently an employee of RiVian and a former employee of Tesla. 13. Savayia Bero is a California resident With her principal place of residence in Oakland, California. She is currently an employee 0f Rivian and a former employee 0f Tesla. 2 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 14. Jessica Siron is an Illinois resident with her principal residence in Bloomington, Illinois. While working for Tesla, Siron resided in California. She is currently an employee 0f Rivian and a former employee 0f Tesla. 15. Carrington Bradley is a California resident with his principal residence in San Jose, California. He is currently an employee of RiVian and a former employee 0f Tesla. 16. Andrea Zechmann is a Minnesota resident With her principal residence in Apple Valley, Minnesota. While working for Tesla, Zechmann originally resided in California, later relocated to the European Union for a temporary assignment in late 2019, and remained remote due t0 Covid. She is currently an employee 0f Rivian and a former employee of Tesla. 17. Does 5-20 are unidentified individuals Who are former Tesla employees and who are now, 0r have been, employed by RiVian, Who Tesla anticipates Will be added as named defendants at a later date. Tesla’s investigation is ongoing, and, as explained below, Tesla continues t0 uncover evidence that additional former Tesla employees now employed by Rivian likely have misappropriated Tesla trade secret, confidential, 0r proprietary information. 18. Tesla refers in this Complaint t0 Vince Duran, Tami Pascale, Kim Wong, Jessie Yotse, Savayia Bero, Jessica Siron, Carrington Bradley, and Andrea Zechmann, collectively as the “Individual Defendants.” Tesla refers t0 the Individual Defendants and Rivian, together, as “Defendants.” 19. Rivian has at least the following facilities in California: a. Electric Power Conversion and Facilities, Carson, CA; b. Battery Systems, Vehicle Dynamics, and Customer Experience, Irvine, CA c. Digital Commerce and Cloud Connectivity, Palo Alto, CA; and d. Autonomy and Vehicle Electronics, San Jose, CA. JURISDICTION AND VENUE 20. This Court has jurisdiction over Defendant Rivian Automotive, Inc., which is authorized to conduct, and in fact does conduct, business in California. Rivian Automotive, Inc. has sufficient minimum contacts With this State, and otherwise purposely avails itself 0f the markets in this State through the research, development, and manufacture 0f products in this State, and 3 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 employment of persons in this State, so as to render the exercise ofjurisdiction by California courts permissible under traditional notions of fair play and substantial justice. 2 1. This Court has jurisdiction over Defendant RiVian Automotive, LLC, Which is authorized to conduct, and in fact does conduct, business in California. Rivian Automotive, LLC has sufficient minimum contacts With this State, and otherwise purposely avails itself 0f the markets in this State through the research, development, and manufacture 0f products in this State, and employment of persons in this State, so as t0 render the exercise ofjurisdiction by California courts permissible under traditional notions of fair play and substantial justice. 22. This Court has jurisdiction over the Individual Defendants because they are 0r were California residents, this action arises out of their employment for Tesla While they were in California, and they have transacted business in and have caused injury t0 Tesla in the State 0f California. As discussed below, the Individual Defendants also breached agreements with Tesla that provide for exclusive jurisdiction and venue in the state and federal courts in Santa Clara 0r San Francisco Counties. 23. Venue is also proper in Santa Clara Superior Court because Tesla’s headquarters is in Santa Clara County. Thus, the injury to Tesla occurred in this County. FACTUAL ALLEGATIONS 24. Tesla is an American company that designs, manufactures, and sells electric cars, electric vehicle powertrain components, as well as scalable clean energy generation and storage products in order to accelerate the world’s transition to sustainable energy. Tesla sells the successful Model 3, Model Y, Model S, and Model X vehicles. Tesla is also poised t0 enter the pickup truck market, with over 500,000 reservations for Tesla’s highly anticipated Cybertruck. 25. RiVian is a prospective electric vehicle manufacturer that desires t0 bring to market a truck and an SUV based on an electric drivetrain. At the end 0f 2016, it had about 100 employees. After several rounds 0f financing and investments, by mid-2019, it had about 1000 employees. 26. Tesla, as the world leader in electric vehicles and vehicle automation, is Rivian’s number one target from which t0 acquire information, including trade secret, confidential, and 4 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 proprietary information. To date, RiVian has hired at least 178 eX-Tesla employees, roughly 70 of which joined RiVian directly from Tesla. 27. Thirteen 0f Rivian’s recruiters are former Tesla employees Who are familiar with the types of information to Which Tesla employees have access and what information would be useful to RiVian. They are also familiar With Tesla’s agreements, policies, and practices forbidding Tesla employees from disclosing Tesla’s confidential and proprietary information. A. Tesla Vigorously Protects Its Confidential and Proprietary Information 28. Tesla’s innovation advantage has not come by accident. Tesla has spent more than a decade recruiting talent, enabling that talent t0 thrive industriously and creatively, and then protecting the fruits of this creative ecosystem by ensuring trade secret, confidential, and proprietary information remains With Tesla and is not stolen by competitors. 29. Tesla has put in place a comprehensive set 0f policies and practices that robustly protect its trade secret, confidential, and proprietary information. As a condition of employment, all Tesla employees must sign the Tesla, Inc. Employee Nondisclosure and Inventions Assignment Agreement (referred t0 herein as the “NDA” 0r “Non-Disclosure Agreement”). This NDA was electronically signed by Duran 0n June 7, 2016, Pascale 0n December 16, 2017, Wong on September 1, 2017, Yoste on February 18, 2020, Bero on September 1, 2017, Siron 0n January 24, 2018, Bradley 0n September 1, 2017, and Zechmann 0n July 22, 2018. 30. Through the NDA, Tesla employees pledge, among other things, t0 not disclose Tesla’s “Proprietary Information,” defined t0 include “all information, in Whatever form and format, t0 Which I have access by Virtue 0f and in the course 0fmy employment,” and encompassing, as relevant here, “technical data, trade secrets, know-how, plans, designs,. .. methods, processes, data, programs, lists of 0r information relating t0, employees, suppliers, financial information and other business information.” NDA 1} 1 (attached hereto as Exhibit A and incorporated herein). 3 1. Tesla employees also read and sign the Tesla Code of Ethics, which requires employees t0 protect Tesla’s confidential 0r proprietary information and its trade secrets. Siron signed the Tesla Code 0f Ethics 0n May 25, 2017. Pascale signed it 0n May 5, 2016. Wong signed it 0n June 7, 2017. And Zechmann signed it 0n July 22, 2018. 5 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 32. Tesla’s Internet Usage Policy and Technology Systems and Electronic Communications Policy both specifically prohibit the unauthorized “transmitting, copying, downloading, 0r removing” 0f Tesla trade secret, proprietary, 0r confidential business information. Tesla also reminds employees that they “must not forward work emails outside 0f . .. Tesla or to a personal email account.” 33. In addition, Tesla secures its physical facilities by restricting access t0 authorized personnel, and then monitoring actual access With security guards and cameras. Visitors t0 Tesla’s facilities must check in With a receptionist 0r security guard, sign a nondisclosure agreement, and submit t0 a photograph. Visitors must further be escorted by a Tesla employee at all times. 34. Tesla also protects its confidential, proprietary, and trade secret information with stringent information security policies and practices. Tesla’s network and servers are password- protected, firewall-protected, and accessible only t0 current Tesla employees with proper credentials. 35. In short, Tesla takes extensive measures t0 ensure that its trade secret, confidential, and proprietary information cannot be wrongfully misappropriated by other companies that seek t0 evade the hard work 0f innovation themselves. B. Rivian Hires Former Tesla Employees and Encourages Them t0 Steal Tesla’s Trade Secret, Proprietary, and Confidential Information 36. Rivian is knowingly encouraging the misappropriation 0f Tesla’s trade secret, confidential, and proprietary information by Tesla employees that Rivian hires. Tesla has now discovered a disturbing pattern of employees Who are departing for Rivian surreptitiously stealing Tesla trade secret, confidential, and proprietary information-information that is especially useful for a startup electric vehicle company-even well after the filing 0f this lawsuit. Moreover, Rivian directs and encourages those thefts even though Rivian is well aware of Tesla employees” confidentiality obligations. 1. Rivian Employees Duran and Knightly Solicit Current Tesla Employees t0 Secretly Provide Rivian With Tesla Confidential, Trade Secret Information 37. Defendant Vince Duran worked at Tesla as Senior Manager, Staffing until he left t0 work for Rivian on June 19, 2020 as Senior Manager, Talent Acquisition. He is now one 0f Rivian’s 6 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 head recruiters. On June 24, 2020, soon after he joined Rivian, Duran called a current Tesla employee who used t0 work for him. Duran asked this former subordinate to send him five to seven 0f Tesla’s highly confidential interview guides. These guides incorporate the collective experience of the leaders 0f various groups at Tesla about what characteristics were particularly important for their groups, including refining those characteristics over time based on each group’s experience and identifying predictable, repeatable processes t0 consistently hire people With the right characteristics. 38. As a former Tesla employee, Duran was well aware that the confidential guides took substantial time to create, reflect years 0f experience, include information known only to Tesla, and are used t0 make the recruiting process substantially more efficient. He knew this information was confidential t0 Tesla. And he knew that sending the confidential guides would be a breach of the Tesla employee’s contractual confidentiality obligations. 39. Furthermore, instead 0f asking his former subordinate t0 simply email the documents to him, Duran advised her to undertake the cumbersome process of first taking pictures 0f each of the five to seven multi-page guides and then send those pictures to him. The only reason t0 undertake this multi-step process is to avoid sending email through Tesla servers and thus avoid one of the main ways companies like Tesla can detect expropriation. 40. After Duran’s former subordinate refused t0 send the interview guides because they were confidential, as set forth below, Duran instructed Tesla employees he was recruiting for Rivian (and Who are now at Rivian) that Rivian needed those interview guides as well as other confidential, trade secret information. Those employees-including at least Kim Wong and Tami Pascale- obliged, taking the highly confidential documents Duran had identified. 41. Duran acquired those documents from former Tesla employees, including Defendants Tami Pascale and Kim Wong. On information and belief, Duran has used the Tesla confidential information for Rivian’s benefit and 0n Rivian’s systems. RiVian is aware 0f the fact that Duran solicited and acquired confidential information from Tesla, yet Duran has faced no consequences for the misappropriation 0f Tesla’s trade secret, confidential, and proprietary information. 42. In May 2020, an even higher-level recruiter, RiVian Senior Director for Talent Acquisition, Fiona Knightley, asked for confidential information from current Tesla employees, 7 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 including from a prior subordinate, also in a way that avoids detection. Knightley, who was a former Tesla recruiter, contacted her former colleagues at Tesla and requested that they provide over-the- phone information about Tesla’s recruiting sources. As a former Tesla recruiter, Knightley was well aware that this information is confidential and that disclosure is prohibited by confidentiality obligations. 2. Kim Wong and Duran’s Instructions 43. Defendant Kim Wong worked at Tesla as Staff Recruiter until she left to work for RiVian. Earlier this year, Wong was contacted by Vince Duran at Rivian, Who had been her manager when he was at Tesla. Duran recruited Wong t0 join Rivian. She accepted RiVian’s offer 0f employment on June 30, 2020. 44. Before Wong left Tesla, Duran instructed her that Rivian did not have the recruiting guides, templates, 0r other documents that would be needed for Rivian’s recruitment efforts. Such information and documents, as Wong admitted, would be particularly useful for Rivian as a start-up that is currently building a sales force. 45. On July 7, 2020, after her conversation With Duran and the same day that Wong received an update on her background check by Rivian, she sent at least sixteen highly confidential and trade secret recruiting documents from Tesla’s network t0 her Gmail account, including various guides and templates developed by Tesla-the very types 0f documents that Duran had instructed her that Rivian needed. Among these documents was at least one 0f the interview guides that Duran had specifically requested from the current Tesla employee on June 24, just two weeks earlier. 46. The information Wong took from Tesla included highly sensitive details regarding Tesla’s high-Volume recruiting process, providing a roadmap for recruiting and building out a large manufacturing 0r vehicle service workforce. By way 0f example, these files included: “Group Interview Process.pptx,” which included statistics 0n Tesla hiring pipelines for sales positions and detailed information about Tesla’s hiring process, which was marked “Proprietary and Confidential Business Information;” and “Interview Training Guide - Final 6.8.pptx,” Which contained extensive confidential information about Tesla’s recruiting tactics and strategies, and was also marked 8 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 “Proprietary and Confidential Business Information.” This information represents years 0f accumulated Tesla confidential know-how. 47. Even more harmful t0 Tesla, Wong took highly sensitive trade secret compensation and bonus information for Tesla sales personnel for use at Rivian-including base pay rates, target bonuses, new hire equity awards, and incentive-based compensation numbers. For example, the “Tesla Adviser Overview” document that she took had salary rates, equity grants, bonus tiers, and fluctuations therein for various positions and performance levels. Knowing Tesla’s pay scales would provide Rivian a huge competitive advantage in its efforts t0 poach Tesla’s vehicle sales and service employees as Rivian builds out its business. This also would allow Rivian to unfairly avoid the hard work 0f developing through trial and error comparably effective compensation structures. 48. RiVian has acquired the Tesla confidential information taken by Wong. Wong has begun work at RiVian and, 0n information and belief, has used the Tesla confidential information for Rivian’s benefit and 0n Rivian’s systems. Rivian is aware that Wong took the confidential information from Tesla t0 Rivian, yet Wong has faced n0 consequences for the misappropriation 0f Tesla’s trade secret, confidential, and proprietary information. 3. Tami Pascale 49. Defendant Tami Pascale worked at Tesla as a Senior Manager for Staffing until she left t0 work for Rivian. On 0r around June 23, 2020, Pascale received and signed an offer letter from Rivian. The next day, on June 24, 2020, Pascale took at least ten confidential and proprietary documents from Tesla’s network, which would allow Rivian t0 poach Tesla’s highest-performing talent and promising employment prospects. 50. The files include trade secret, confidential, and proprietary information related t0 Tesla recruiting. Exemplar trade secrets taken by Pascale include presentations that identified high- performing Tesla employees, information 0n Tesla’s best recruiters, a “heat map” showing the best recruiting sources for Tesla and their historical recruiting numbers (summarizing the results of years 0f trial and error by Tesla t0 identify and verify these sources), and detailed information 0n Tesla’s candidate pipeline for senior-level operations managers, including a detailed internal write-up 0f an executive level candidate. Confidential and proprietary information taken by Pascale includes Tesla 9 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 recruiting organizational charts, information about Tesla recruiters, summaries of Tesla candidates and hires, companies from which Tesla generally sources candidates, and additional Tesla forms and templates. These documents also included at least one of the interview guides that Duran had specifically requested from the current Tesla employee that very same day. 5 1. On information and belief, Pascale was instructed to obtain some 0r all 0f these documents for Rivian by Duran 0r other Rivian employees. 52. The information taken by Pascale for use at Rivian would allow Rivian t0 unfairly target the best Tesla employees and candidates and would allow Rivian t0 benefit from Tesla’s hard work identifying, for an electric vehicle manufacturer, the best sources for recruiting. 53. Tesla investigators discovered the misappropriation and interviewed Pascale by phone on July 6, 2020. Pascale falsely denied taking any documents from Tesla. When pressed, she continued her denial, claiming t0 only have taken personal documents. Only after investigators confronted her with specific documents she had taken, Pascale finally confessed to taking the confidential documents. 54. When asked to work with one of the Tesla investigators to delete Tesla’s documents from her personal cloud-based storage, Pascale declined, claiming she did not have access t0 a computer at her residence. In fact, as Tesla later learned, Pascale still had possession of her Tesla laptop-and her husband is an IT professional. 55. After a back and forth, Pascale shared the screen of her phone and claimed she had already deleted the documents. Throughout this process, however, Pascale stopped screen sharing several times, preventing Tesla investigators from seeing What she was doing. Investigators eventually convinced Pascale to search for “Tesla.” When she did, numerous files were briefly Visible t0 Tesla investigators Via the screen share, but Pascale abruptly ended the session and said all the remaining files were personal. She then refused t0 cooperate with any deletions. 56. This is even more concerning because Pascale, contrary t0 Tesla’s demands, kept her Tesla laptop for weeks after leaving Tesla. Tesla demanded she return her laptop immediately following the interviews, yet she did not return her laptop until July 23, 2020, only after Tesla sued her for misappropriation. 1 0 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 57. Pascale’s laptop contained a host of Tesla trade secret, confidential, and proprietary information. But Tesla was unable to secure that information from Pascale and Rivian for weeks, despite its repeated requests. 58. Rivian has acquired the Tesla confidential information taken by Pascale. Pascale currently works for Rivian, and on information and belief, brought the documents With her and used Tesla confidential information for Rivian’s benefit and 0n RiVian’s systems. Rivian is aware 0f the fact that Pascale took the confidential information from Tesla t0 Rivian, yet Pascale has faced n0 consequences for the misappropriation 0f Tesla’s trade secret, confidential, and proprietary information. 4. Jessie Yoste 59. Defendant Jessie Yotse worked for Tesla as Regional Manager for sales and delivery in Texas. On September 7, 2020 (Labor Day), Jessie Yotse informed her supervisor she was leaving for Rivian. She began work at Rivian the very next morning. By both notifying Tesla and leaving on Labor Day, Yoste evaded review by Tesla investigators who caught the other Rivian employees taking confidential information. 60. After receiving an offer from Rivian, but before informing Tesla she was leaving, 0n August 24, 2020, Yotse took trade secret information for use by Rivian. In an attempt t0 cover her tracks, Yotse took pictures 0f the trade secret sales data and uploaded them to her personal email account, rather than emailing documents to herself. 61. On information and belief, consistent with Duran’s instructions t0 a current Tesla employee t0 take pictures t0 avoid detection, Yotse was instructed by Rivian to take the pictures, rather than emailing the information, so that Tesla would not discover the theft. 62. Remarkably, this theft occurred five weeks after this lawsuit was first filed. Since that time, 0n several occasions, Rivian has falsely advised Tesla that n0 former Tesla employees have taken confidential information from Tesla and that Rivian has processes in place to prevent such thefts. 63. The information taken by Yotse is extremely valuable and a closely guarded trade secret. It contains, broken down by store location, (1) Tesla’s actual sales records; and (2) the 1 1 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 number 0f probable sales based on a highly confidential metric by Which Tesla determines which customers are likely to complete a purchase. This information is extraordinarily valuable t0 a start- up like Rivian (0r, indeed, any electric vehicle company), allowing RiVian t0 bypass years 0fwork determining which locations are best for stores based 0n the history of sales at a given location and a confidential metric also developed over the years that has proven over time t0 indicate likely purchases. Many 0f these store records were from stores outside 0f Yotse’s jurisdiction and were not records she would use for her work at Tesla. 64. RiVian has acquired the Tesla confidential information taken by Yotse. Yotse has begun t0 work at RiVian, and 0n information and belief, brought the documents with her and has used them for Rivian’s benefit and on Rivian’s systems. Rivian is aware 0f the fact that Yotse took the confidential information from Tesla t0 Rivian, yet Yotse has faced n0 consequences for her misappropriation 0f Tesla’s trade secret, confidential, and proprietary information. 5. Savayia Bero 65. Defendant Savayia Bero worked at Tesla as Manager 0f Strategic Business Operations and Mobile Service Operations until she left for Rivian 0n July 23, 2020 t0 build out their Mobile Service Program. 66. On July 6, 2020, Bero received a “Hello from Rivian” email to her Gmail account. Then, 0n July 16, 2020, Bero sent t0 her personal email five documents containing Tesla confidential, proprietary, and trade secret information regarding Tesla’s mobile service network. These documents included trade secret information concerning records broken down by region of how many cars are repaired globally, What percentage 0f repair hours customers pay, average time required for structural repairs, service revenue after goodwill and discounts, total revenue from service, What percentage 0f repairs are completed Via mobile repairs, customer satisfaction percentages, speed 0f answer for roadside assistance, and median days until service appointments are available t0 customers. 67. The information Bero took would enable Rivian to create a mobile service program much more quickly and more efficiently than would be possible without the stolen records. Moreover, the documents Bero took also contain information that Rivian could never develop 0n its 12 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 own-Tesla’s confidential internal records regarding staffing needs, customer satisfaction, service revenue, etc.-which could allow RiVian t0 unfairly compete against Tesla. 68. On July 22, 2020, Bero informed Tesla that she was leaving to g0 t0 RiVian. Tesla investigators then investigated her network traffic and found that Bero had taken the above- described documents from Tesla. On July 23, 2020, the investigators confronted Bero about the documents, but she falsely denied having taken any confidential 0r proprietary information from Tesla. Investigators showed Bero the documents she had taken, and Bero confirmed she recognized them but continued t0 deny taking them. Because Bero denied having taken the documents, she also refused t0 delete those documents from her personal email account and cloud storage. 69. Rivian has acquired the Tesla confidential information taken by Bero. Bero has begun to work at Rivian, and on information and belief, brought the documents With her and has used them for Rivian’s benefit and 0n Rivian’s systems. RiVian is aware 0f the fact that Bero took the confidential information from Tesla to Rivian, yet Bero has faced n0 consequences for her misappropriation 0f Tesla’s trade secret, confidential, and proprietary information. 6. Jessica Siron 70. Defendant Jessica Siron worked at Tesla as Manager, Environmental Health and Safety, Where she oversaw safety operations. On 0r around March 21, 2020, Siron signed an offer letter from Rivian. Just three days later, 0n March 24, 2020, Siron used her Tesla-issued laptop t0 access several confidential and proprietary documents from the EHS fileshare and other locations 0n the Tesla network. Siron then sent the documents t0 her personal Gmail account and, afterward, tried to delete them from her desktop computer. 71. These documents consisted of highly sensitive trade secret information about controls specifications for manufacturing equipment, specifications regarding manufacturing robotics, and manufacturing equipment requirements. It also included confidential and proprietary engineering information about manufacturing proj ect management. These documents would be used rarely, if at all, by Siron as a manager of Environmental Health and Safety, yet she exported them shortly after accepting her offer at Rivian. 1 3 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 72. On the other hand, these documents would be incredibly helpful t0 a startup electric vehicle manufacturer such as Rivian and would provide a playbook for RiVian to set up manufacturing operations for building electric vehicles. For example, one 0f the documents, “Procedure Equipment Design,” provides a detailed, step-by-step guidebook for the start-to-finish management 0f the incredibly complex task 0f installing and setting up manufacturing and automation processes. The confidential guidebook would provide a huge advantage t0 Rivian as it seeks t0 ramp up its manufacturing capabilities. 73. Another confidential document taken by Siron, Tesla’s “Equipment Mechanical Requirements,” provided detailed manufacturing guidelines developed by Tesla through years 0f experience. The guidelines include such trade secret hard-learned lessons as what types of steel and fasteners to use for different components, what manufacturing tolerances are optimal, tooling design, and a host 0f other manufacturing process details. 74. When confronted by Tesla investigators, Siron confirmed that she was leaving for a senior position at RiVian Where she would set up their EHS program, but falsely denied taking any confidential 0r proprietary information from Tesla. Even after investigators showed Siron the documents she had taken, Siron still denied taking or accessing them. When pressed even further, she finally admitted t0 sending only one confidential document to herself and claimed no knowledge 0f the rest. 75. Rivian has acquired the Tesla confidential information taken by Siron. Siron currently works for Rivian, and, on information and belief, brought the documents With her and used the Tesla confidential information for Rivian’s benefit and 0n Rivian’s systems. Rivian is aware 0f the fact that Siron took the confidential information from Tesla to Rivian, yet Siron has faced n0 consequences for her misappropriation of Tesla’s trade secret, confidential, and proprietary information. 7. Carrington Bradley 76. Defendant Carrington Bradley worked at Tesla as Manager for Charging Programs until he left for Rivian 0n March 20, 2020. Mr. Bradley’s role at Rivian is Senior Manager for 14 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Charging Development-presumably t0 build a charging network for Rivian to mimic Tesla’s Supercharger network. 77. T0 help build out RiVian’s charging network, Rivian has heavily recruited Tesla employees With expertise in charging and modeling. But experts in charging and modeling are only part 0f the team needed t0 build a charging network, RiVian also needs experts in the deployment and management 0f a charging network. 78. On March 19, 2020, the day before he left Tesla to g0 t0 Rivian, Bradley forwarded to his personal email address an internal Tesla email about Tesla’s Supercharger network that includes a list 0f a highly curated select group 0f high-level Tesla employees Who are experts in the deployment and management 0f charging networks-precisely the type 0f team Rivian needs t0 deploy its own charging network. The information would allow Rivian t0 target for recruitment the members 0f that group, which is responsible for the selection, deployment, and management 0f Tesla’s global Supercharger network. 79. Tesla spent considerable time and effort recruiting the members 0f this select group. The list of members is confidential. Soon after Bradley began working for RiVian, at least one member of this select group were recruited by Rivian. 80. RiVian has acquired the Tesla confidential information taken by Bradley. Bradley currently works at RiVian, and 0n information and belief, has used Tesla’s confidential information for Rivian’s benefit and 0n Rivian’s systems. Rivian is aware of the fact that Bradley took the confidential information from Tesla t0 Rivian, yet Bradley has faced no consequences for his misappropriation 0f Tesla’s confidential and proprietary information. 8. Andrea Zechmann 8 1. Defendant Andrea Zechmann worked at Tesla as Senior Program Manager for New Market Entry until she left for Rivian 0n March 9, 2021. Zechmann is now leading international expansion and commercial partnerships for Rivian. 82. The week before she resigned from Tesla, Zechmann uploaded several files containing Tesla’s confidential and trade secret information. These files included Tesla’s business 1 5 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 plan for entry into a particular emerging market as well as a spreadsheet call “EMEA Weekly Update” which tracked Tesla’s status at specific market entry tasks across seven countries. 83. When asked about the files she uploaded t0 her Gmail, Zechmann denied sending anything outside the Tesla network. Then, When the interviewer provided the specific filenames that were flagged, Zechmann acknowledged sending the files t0 her personal Gmail account, and later acknowledged these files were confidential and proprietary t0 Tesla. Initially, Zechmann claimed the files were “purely procedural” and “administrative” and the business plan was a “template” that would help her out in her new role. 84. In fact, the business plan contained a host of Tesla trade secrets. In addition t0 being strictly confidential, the business plan discloses at least the following highly valuable information: 1) the lower end of a Viable market for entry; 2) data 0n how many vehicles Tesla must sell to break- even in a given market-from Which Tesla’s investment, profit, and implied gross margin per vehicle can be derived and from which Rivian can derive a target for competitive gross margin; 3) Tesla’s expected sales per salesperson per week; 4) Tesla’s expected service appointments per service technician per week; 5) Tesla’s target price in the specific market; 6) timing required to set up in a market. 85. More broadly, Tesla’s emerging market business plans have become streamlined over seven years t0 determine What information is important, and what information is not. By taking Tesla’s emerging market business plan, Rivian can shortcut all the time and money required to learn what information needs (and need not) be considered before entering a market. The practical implications 0f this are substantial. Tesla’s emerging market team is able t0 develop a working business plan-ready for executive decision-making-in about a week by including only the information proven t0 be critical and nothing else. Tesla now excludes extensive information from its business plans Which Tesla previously included (and which other companies would expect t0 include in a market entry business plan). As a result of Tesla’s continual improvement, Tesla’s confidential emerging market business plans would provide great value t0 Rivian. 86. The EMEA Weekly Update Zechmann took also contained trade secret data. For example, it identifies what requirements for entry were more difficult 0r time consuming and which 1 6 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 were easier than expected, across seven countries. This enables Rivian t0 know What tasks to prioritize and when, acquiring Tesla’s market entry knowledge while avoiding the investment of cost and time that would ordinarily be required. 87. Before her role in New Market Entry, Zechmann was a lawyer. As such, her misappropriation here was not accidental or mere oversight, but a calculated risk t0 acquire Tesla’s extremely valuable trade secrets. 88. Rivian has acquired the Tesla confidential information taken by Zechmann. Zechmann currently works at Rivian, and 0n information and belief, has used Tesla’s confidential information for Rivian’s benefit and 0n Rivian’s systems. Rivian is aware 0f the fact that Zechmann took the confidential information from Tesla to Rivian, yet Zechmann has faced n0 consequences for her misappropriation of Tesla’s confidential and proprietary information. 9. Rivian’s Response t0 Tesla’s Concerns 89. Rivian’s complicity in the misappropriation further became evident when Tesla confronted RiVian about it. On July 10, 2020, Tesla sent a letter t0 RiVian describing the thefts of information by Pascale, Wong, and Siron. In a phone call 0n July 15, 2020 between the RiVian Associate General Counsel, Ash Zahr, and Tesla Vice President 0f Legal, A1 Prescott, and Deputy General Counsel, Lynn Miller, Mr. Zahr admitted that in the almost five days since Tesla’s letter, Rivian had only talked With a single employee about the allegations, who confirmed that she had misappropriated Tesla documents. Nonetheless, Mr. Zahr indicated that Rivian was satisfied that this employee had deleted everything, based solely 0n her say-so-despite the confirmed misappropriation 0f Tesla trade secret information and the history 0f false denials When questioned about these takings. 90. Mr. Zahr also stated several times that he was confident that nothing would be found when RiVian reviewed its computer systems, which he described as “primitive,” for Tesla information-after just the one interview where the misappropriation was confirmed and where he, inconsistently, claimed that taking confidential information was common in the industry. 1 7 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 91. Mr. Zahr’s cavalier attitude about the misappropriation-even after Tesla raised the alarm-and the clear message that Rivian planned t0 advise Tesla that there was n0 problem regardless 0f What their employees had done left Tesla n0 choice but t0 bring this lawsuit. 92. Even after Tesla’s complaint was filed, RiVian continues t0 sweep its employees’ actions under the rug. For instance, after Tesla informed RiVian 0f Yoste’s theft, Rivian responded a mere two day later, insisting that any claim that Yoste downloaded documents was “frivolous.” Putting aside the fact that Tesla has the evidence showing precisely what Yoste downloaded, including When and how she did it, Rivian’s claim after two days that they know she did not download anything t0 any computer system does not make sense. Rivian continues t0 conceal the trade secret theft by its employees. 93. RiVian has repeatedly acquired and attempted t0 acquire Tesla confidential, proprietary, and/or trade secret information, including by leveraging prior Tesla relationships, by instructing Tesla employees 0n precisely the confidential information that Rivian needs, by requesting that they send the confidential information, and by informing Tesla employees how t0 send Rivian confidential information t0 avoid detection. Furthermore, by hiring former employees who stole information on Rivian’s behalf, Rivian has intentionally acquired Tesla’s trade secret, confidential, and proprietary information. C. Possible Additional Violations 94. Over 7O Tesla employees joined Rivian directly from Tesla, with approximately 20 of those leaving in the last five months. Using recently acquired sophisticated electronic security monitoring tools, Tesla investigators have been able t0 catch six 0f those employees red-handed. Tesla’s continuing investigation may reveal more employees who took trade secret, confidential, and proprietary information from Tesla as they were leaving t0 go t0 Rivian. 95. These likely misappropriations would only be for the purpose 0f Rivian gaining an unfair advantage. None of the employees had any legitimate reason to export the information out 0f Tesla, much less as they were leaving for Rivian, and did so for Rivian’s use. Two of the former employees named as Defendants even took confidential and proprietary Tesla materials that were unrelated to their jobs, but Which would be very useful to Rivian. 1 8 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 96. Other Tesla employees, who left before the new security tools 0r who were stealthier in taking Tesla information, may also have been able t0 evade the investigators. This concern is particularly elevated by the fact that RiVian has instructed Tesla employees t0 send information in a way that prevents detection, With employees like Jessie Yotse attempting t0 do just that. It is therefore highly likely that there have been further intentional misappropriations 0f Tesla’s confidential, proprietary, and trade secret information that Tesla cannot detect Without discovery. D. The Stolen Tesla Documents Were Trade Secret, Confidential, and Proprietary, and Their Misappropriation Has Damaged Tesla and Unjustly Enriched Rivian 97. The information misappropriated by Defendants allows Rivian t0 copy significant parts 0f Tesla’s work in key areas, without investing the substantial effort, time, and resources that RiVian would need t0 develop these systems on its own. This is information that Tesla does not make available t0 competitors 0r t0 the public. 98. The trade secret Tesla information specifically exfiltrated by Defendants has independent value from being not generally known and the information in them could not be readily ascertainable through proper means. That is not only objectively the case, but the fact that former employees 0f Tesla took such risks to steal these documents further demonstrates their value. FIRST CAUSE OF ACTION Violation 0f Uniform Trade Secrets Act (Against all Defendants, except Bradley) 99. Tesla incorporates the preceding paragraphs of this Complaint as if fully set forth herein. 100. Tesla’s engineering documents regarding manufacturing proj ect management, manufacturing equipment requirements, and manufacturing specifications constitute trade secrets as described above and as defined by California’s Uniform Trade Secrets Act. 101. Tesla’s mobile service documents regarding confidential service-related data-such as quantity 0f repaired cars regionally, percentage of paid repair hours versus unpaid, average time required for different repairs, service revenue (including after goodwill and discounts), percentage 0f mobile versus non-mobile repairs, customer satisfaction percentages from different processes, roadside assistance response time, and median days until service appointments are available- 1 9 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 constitute trade secrets as described above and as defined by California’s Uniform Trade Secrets Act. 102. Tesla’s salary rates, equity grants, bonus tiers, and fluctuations therein for various positions and performance levels, base pay rates, target bonuses, new hire equity awards, and incentive-based compensation structures and targets also constitute trade secrets as described above and as defined by California’s Uniform Trade Secrets Act. 103. Tesla’s records of sales metrics by store constitute trade secrets as described above and as defined by California’s Uniform Trade Secrets Act. 104. In addition, the Tesla information regarding its recruits, hires, best-performing employees, and best sources of recruitment constitute trade secrets as described above and as defined by California’s Uniform Trade Secrets Act. 105. Tesla’s interview guides created by consulting With the leaders 0f various groups at Tesla about what characteristics were particularly important for their groups, refining those characteristics over time based on each group’s experience, and then building predictable, repeatable processes t0 consistently hire people with the right characteristics constitute trade secrets as described above and as described by California’s Uniform Trade Secrets Act. 106. Tesla’s emerging market business plans and emerging market entry tracking spreadsheets are themselves trade secrets, and contain trade secrets as described above and as defined by California’s Uniform Trade Secrets Act. 107. Tesla keeps the trade secret information alleged in this Complaint confidential and has undertaken reasonable efforts to maintain the secrecy 0f the trade secrets at issue, as discussed above. Tesla’s trade secret information described herein derives independent economic value from not being generally known t0 the public 0r others Who could obtain economic value from their disclosure 0r use (such as competitors). 108. Such confidential information constitutes trade secrets within the meaning 0f California Civil Code Section 3426. 1. 109. Defendant Rivian misappropriated Tesla’s trade secret information at least by acquiring such information improperly by soliciting Tesla employees to provide confidential 20 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 information and inducing the Individual Defendantsl t0 acquire the confidential information in Violation 0f those individuals’ duties 0f confidentiality to Tesla and in breach 0f their NDAS, Tesla Code 0f Ethics, and other agreements with Tesla. 110. Defendants knew 0r should have known under the circumstances that the information misappropriated was trade secret information. 111. On information and belief, Defendant Rivian continues t0 retain, use, and benefit from Tesla’s trade secret information. 112. Defendants’ misconduct detailed herein constitutes misappropriation 0f Tesla’s trade secrets and violates Sections 3426 et seq. 0f the California Civil Code. As a direct and proximate result 0f Defendants’ conduct, Tesla has been damaged in amount t0 be proven at trial. Tesla has also incurred, and Will continue to incur, additional damages, costs and expenses, including attorneys’ fees, as a result 0f Defendants’ misappropriation. As a further proximate result 0f the misappropriation and use 0f Tesla’s trade secrets, Defendants were unjustly enriched. 113. Pursuant to Section 3426.2 0f the California Civil Code, Tesla is entitled t0 an injunction t0 prohibit Defendants from using, disclosing and/or otherwise benefiting from Tesla’s trade secrets; to eliminate any commercial advantage that Defendants may otherwise derive from their misappropriation; and to require Defendants t0 immediately return t0 Tesla all confidential information, documents, and any other misappropriated materials. 114. Pursuant to Section 3426.3 of the California Civil Code, Tesla is entitled t0 recover its damages incurred by Virtue of Defendants’ wrongful misappropriation 0f their trade secrets, in addition t0 disgorgement 0f all amounts by Which Defendants have been unjustly enriched 0r the payment 0f a reasonable royalty, in an amount t0 be proven at trial. 115. In performing the conduct described herein, Defendants acted willfully and maliciously, intending t0 injure Tesla and t0 wrongfully obtain an advantage at Tesla’s expense. Pursuant to Section 3426.3 of the California Civil Code, Tesla is entitled t0 all remedies available 1 For the purposes 0f paragraphs 91-106, “Individual Defendants” and “Defendants” does not include Carrington Bradley. 2 1 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 under the law to compensate Tesla, including but not limited t0 an award 0f exemplary damages against Defendants. 116. Pursuant t0 Section 3426.4 0f the California Civil Code, Tesla is also entitled t0 an award of its attorneys’ fees and costs incurred in this action. SECOND CAUSE OF ACTION Breach 0f Contract (Against the Individual Defendants) 117. Tesla incorporates the preceding paragraphs of this Complaint as if fully set forth herein. 118. In connection With their employment at Tesla, the Individual Defendants entered into several agreements, including but not limited to an NDA, in the form 0f Exhibit A, attached hereto, and the Tesla Code 0f Ethics. These confidentiality obligations were periodically reinforced by Tesla throughout the Individual Defendants’ employment. 119. Tesla performed all its obligations under the NDAs, the Tesla Code of Ethics, and other agreements With Tesla that impose duties 0f confidentiality 0n Tesla employees. 120. The Individual Defendants breached their obligations under the NDAs, the Tesla Code 0f Ethics, and other agreements with Tesla that impose duties of confidentiality on Tesla employees by, among other things, exporting Tesla’s confidential and proprietary information to personal files and disclosing Tesla’s confidential and proprietary information t0 Defendant Rivian, a direct competitor of Tesla, without legal justification or excuse. 121. As a direct and proximate result 0f the Individual Defendants’ breaches 0f their NDAs, the Tesla Code 0f Ethics, and other agreements, Tesla has sustained damages in an amount t0 be proven at trial. THIRD CAUSE OF ACTION Violation 0f California Computer Data Access and Fraud Act (Individual Defendants) 122. Tesla incorporates and re-alleges the preceding paragraphs 0f this Complaint as if fully set forth herein. 22 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 123. The Individual Defendantsz intentionally took the confidential, proprietary, and trade secret information mentioned above, knowing such misappropriation was done without Tesla’s permission. 124. The Individual Defendants knowingly accessed Tesla’s computer system and without permission took or copied data from that computer system. 125. The Individual Defendants were aware that the information they were taking was not permitted t0 be moved off Tesla’s network and that their actions to take such information was not reasonably necessary t0 the performance of their work obligations. 126. As a direct and proximate result 0f the Individual Defendants’ theft 0f information, Tesla has sustained damages in an amount to be proven at trial, including without limitation investigative costs based 0n these incidents. 127. The Individual Defendants are therefore liable for Violation 0f Cal. Pen. Code § 502 et seq. 128. Vince Duran knowingly aided and abetted other Individual Defendants’ improper access and misappropriation, discussed above. Duran is therefore liable for aiding and abetting Violations 0f the statute above. PRAYER FOR RELIEF WHEREFORE, Tesla respectfully prays for judgment against Defendants, and each 0f them, as follows: 1. That the Court issue a preliminary and permanent injunction ordering the return of Tesla’s confidential, proprietary, and trade secret information, requiring removal and/or destruction 0f any and all 0f Tesla’s confidential, proprietary, and trade secret information in the possession, custody 0r control 0f Defendants, and enjoining Defendants, their successors, officers, agents, and employees, and anyone acting in concert with or at their behest, from further breaching their agreements with Tesla and/or further accessing 0r using this information in any way and from any further misappropriation 0f Tesla’s confidential, proprietary, and trade secret information. 2 2 For the purposes 0f paragraphs 121-123, “Individual Defendants” does not include Vince Duran. 23 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2. That Tesla be awarded its actual and consequential damages according t0 proof at trial; 3. That Tesla be awarded prejudgment interest t0 the fullest extent available under applicable law; 4. That Tesla be awarded Defendants’ unjust enrichment and restitution to the fullest extent available under applicable law; 5. That Tesla be awarded reasonable royalties t0 the fullest extent available under applicable law; 6. That Tesla be awarded punitive, enhanced, and/or exemplary damages, including but not limited t0 doubled damages and unjust enrichment under Cal. CiV. Code Section 3426, t0 the fullest extent available under applicable law; 7. That Tesla be awarded reasonable attorneys’ fees and costs t0 the fullest extent available under applicable law; 8. That Tesla be awarded its investigative costs incurred due to the Defendants’ actions; 9. That Tesla be awarded such other injunctive and provisional remedies, as appropriate, as well as an accounting to the fullest extent available under applicable law; and 10. That Tesla be granted such other and further relief as the Court deems just and proper. JURY DEMAND Tesla hereby demand trial by jury 0f all claims and issues presented in this complaint. Dated: May 12, 2021 CHARIS LEX P.C. By: /s/ Sean P. Gates Sean P. Gates Attorneys for Plaintiff Tesla, Inc. 24 THIRD AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PROOF OF SERVICE I declare that I am the principal 0f Charis LeX P.C., 301 N. Lake Ave., Suite 1100, Pasadena, CA 91 101. I am not a party t0 the within cause, and I am over the age 0f eighteen years. I further declare that 0n May 12, 2021, I served a copy of: THIRD AMENDED COMPLAINT BY ELECTRONIC SERVICE [Code Civ. Proc sec. 1010.6; CRC 2.251] by electronically mailing a true and correct copy through Charis Lex’s electronic mail system 0r through Odyssey efileCA t0 the email address(es) set forth below, 0r as stated 0n the attached service list per local rules in accordance with Code of Civil Procedure section 1010.6 and CRC Rule 2.251. Attorneys for Rivian Automotive Inc. & Rivian Automotive LLC: LATHAM & WATKINS LLP Douglas E. Lumish doug.lumish@lw.com Richard G. Frankel rick.frenkel@lw.com 140 Scott Drive Menlo Park, CA 94025 Attorneys for Carrington Bradley: NIXON PEABODY LLP Bruce E. Copeland bcopeland@nixonpeabody.com Stacy Boven sboven@nix0npeab0dy.com One Embarcadero Center, 32nd Floor San Francisco, CA 941 11 Attorneys for Kim Wong, Tami Pascale, Savayia Bero, Vince Duran: BERGESON LLP Jaideep (Jay) Venkatesan jvenkatesan@be-law.com 111 N. Market St., Suite 600 San Jose, CA 951 13 Attorneys for Jessica Siron: STRUCTURE LAW GROUP, LLP Ryan Penhallegon RPenhallegon@structurelaw.com Robin Ratner rratner@structurelaw.com 1754 Technology Drive, Suite 135 San Jose, CA 951 10 Attorneys for Defendant Jessie Yoste: LEWIS & LLEWELLYN LLP Marc R. Lewis mlewis@lewisllewellyn.com Rebecca F. Furman bfurman@lewisllewellyn.com 601 Montgomery Street, Suite 2000 San Francisco, California 941 11 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 I declare under penalty 0f perjury under the laws of the State of California that the foregoing is true and correct. Executed at Pasadena, California, this 12th day ofMay 2021. Sean Gates /s/ Sean Gates