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462838.1

ANDREW V. JABLON (SBN 199083)
E-Mail: ajablon@rpblaw.com
STACEY N. KNOX (SBN 192966)
E-Mail: sknox@rpblaw.com
RESCH POLSTER & BERGER LLP
1840 Century Park East, 17th Floor
Los Angeles, California 90067
Telephone: 310-277-8300
Facsimile: 310-552-3209

Attorneys for Versa Products, Inc.



UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA, WESTERN DIVISION

VERSA PRODUCTS, INC., a
California corporation

Plaintiff,

vs.

STITCH INDUSTRIES, INC., a
Delaware corporation doing business as
JOYBIRD FURNITURE;
CHRISTOPHER STORMER, an
individual; JOSHUA STELLIN, an
individual; ALEJANDO ANDRES
DEL TORO, an individual, aka ALEX
DEL TORO; ANDRES
HINOSTROZA, an individual;
ROBERT MCGUIRE, an individual
doing business as MCGUIRE DESIGN,
and DOES 1 through 10, inclusive,

Defendants.

Case No. 2:14-cv-03855

COMPLAINT FOR:

1. Violation of the Computer Fraud
and Abuse Act (18 U.S.C. § 1030,
et seq.);
2. Violation of the Electronic
Communications Privacy Act (18
U.S.C. § 2510, et seq.);
3. Misappropriation of Trade
Secrets;
4. Interference with Prospective
Economic Advantage;
5. Unfair Business Practices (Cal.
Bus & Prof. § 17200);
6. Aiding and Abetting Unfair
Business Practices (Cal. Bus &
Prof. § 17200);
7. Conversion;
8. Breach of Contract (Stormer);
9. Breach of Fiduciary Duty
(Stormer);
10. Breach of Contract (Stellin);
11. Breach of Fiduciary Duty
(Stellin);
12. Breach of Contract (Del Toro);
13. Breach of Duty of Loyalty (Del
Toro);
14. Breach of Contract (Hinostroza);
15. Breach of Duty of Loyalty
(Hinostroza);
///
///
///

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462838.1 2

16. Aiding and Abetting Breach of
Fiduciary Duty;
17. Trademark Infringement; and
18. Unjust Enrichment

JURY TRIAL DEMANDED


Plaintiff Versa Products, Inc. (“Versa” or “Plaintiff”) hereby alleges as
follows:
JURISDICTION AND VENUE
1. This action arises under, inter alia, the Computer Fraud and Abuse Act
(“CFAA”), Title 10 U.S.C. § 1030, et seq.; the Electronic Communication Privacy
Act (“ECPA”), Title 18 U.S.C. § 2510, et seq.; and the Lanham Act, Title 15 U.S.C.
§ 1051, et seq.
2. This Court has federal question jurisdiction under 28 U.S.C. § 1331,
and may properly exercise supplemental jurisdiction under 28 U.S.C. § 1367.
3. Venue is proper in this district under 28 U.S.C. § 1391(b) and (c).
PARTIES
4. Plaintiff is, and at all times herein relevant was, a California
corporation organized and existing by virtue of the laws of the State of California
and doing business in the County of Los Angeles, State of California. Plaintiff
manufactures and sells furniture throughout the United States under various trade
names and trademarks, including, among other things, Thrive Home Furnishings
(“Thrive”). Under the Thrive trademark, Plaintiff manufactures and sells American
made, mid-century modern style furniture, primarily via its website
www.thrivefurniture.com (the “Thrive Website”).
5. Plaintiff is informed and believes, and based thereon alleges that
Defendant Stitch Industries, Inc. (“Stitch”) is, and at all times herein relevant was, a
corporation organized and existing by virtue of the laws of the State of Delaware,
doing business as “Joybird Furniture” in the County of Los Angeles, State of
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California. Stitch operates www.joybird.com (the “Joybird Website”), an on-line
retailer of mid-century modern furniture, which was launched on or about January,
2014. The Internet domain “joybird.com” was operated by a Korean pet store
(“Parakeet World”) until 2009, and then was dormant until approximately October,
2012 when it was acquired by the Individual Defendants (ownership of which was
subsequently transferred in February of 2014 to Stitch).
6. Plaintiff is informed and believes, and based thereon alleges that
Defendant Christopher Stormer (“Stormer”) is an individual who is, and at all time
mentioned herein was, a resident of, and doing business in, the County of Los
Angeles, State of California. From approximately May, 2001 to December 13,
2013, Stormer was an employee of Plaintiff, was its Chief Operating Officer, and
was an integral part of its management team.
7. Plaintiff is informed and believes, and based thereon alleges that
Defendant Joshua Stellin (“Stellin”) is an individual who is, and at all time
mentioned herein was, a resident of, and doing business in, the County of Los
Angeles, State of California. From March 18, 2011 to approximately October,
2013, Stellin was an employee of Plaintiff, its Vice President of Marketing, and was
an integral part of its management team.
8. Plaintiff is informed and believes, and based thereon alleges that
Defendant Alejandro Andres “Alex” Del Toro (“Del Toro”) is an individual who is,
and at all time mentioned herein was, a resident of, and doing business in, the
County of Los Angeles, State of California. From approximately July, 2011 to
November, 2013, Del Toro was an employee of Plaintiff in charge of Online
Marketing, reporting to Stellin.
9. Plaintiff is informed and believes, and based thereon alleges that
Defendant Andres Hinostroza (“Hinostroza”) is an individual who is, and at all
time mentioned herein was, a resident of, and doing business in, the County of Los
Angeles, State of California. From approximately July 30, 2012 to November,
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2013, Hinostroza was an employee of Plaintiff and in charge of its “pay-per-click”
marketing system, reporting to Del Toro.
10. Hereinafter Stormer, Stellin, Del Toro, and Hinostroza shall be referred
to as the “Individual Defendants”).
11. Plaintiff is informed and believes, and based thereon alleges that
Defendant Robert McGuire, dba McGuire Design (“McGuire”) is, and at all times
herein relevant was an individual who is, and at all time mentioned herein was, a
resident of San Antonio, Texas, but doing business in the County of Los Angeles,
State of California. McGuire is a graphic designer who, among other things,
helped create the Thrive Website as well as the other websites maintained by
Plaintiff.
12. The true names and capacities of the defendants sued herein as DOES 1
through 10, inclusive, are unknown to Plaintiff at this time, who therefore sues said
defendants by such fictitious names. Plaintiff will seek leave of Court to amend this
Complaint when the true names and capacities of said defendants have been
ascertained. Plaintiffs are informed and believe, and thereon allege, that each of the
fictitiously named defendants is in some manner responsible or liable for the acts
and damages alleged herein. Hereinafter, Stitch, the Individual Defendants, and the
DOE Defendants will be collectively referred to as the “Joybird Defendants”.

ALTER EGO ALLEGATIONS
13. Plaintiff is informed believes, and on that basis alleges, that there exists
a unity of interest and ownership between Stitch, on the one hand, and the Individual
Defendants, on the other hand, such that there was no individuality and separateness
between Stitch, on the one hand, and the Individual Defendants, on the other hand.
14. Plaintiff is informed and believes, and on that basis alleges, that at all
times herein mentioned Stitch was merely a shell and sham through which the
Individual Defendants carried on their business in a company name, and that Stitch
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was conceived, intended and used by the Individual Defendants as a device to avoid
individual obligations and liabilities, both monetary and non-monetary.
15. Plaintiff is informed and believes, and on that basis alleges, that at all
times herein mentioned the Individual Defendants treated and used the assets of
Stitch as their own personal property, dominated, controlled and operated Stitch to
suit their personal convenience and for the purpose of evading duties and
obligations, both monetary and non-monetary, owed by the Individual Defendants to
others.
16. Plaintiff is informed and believes, and on that basis alleges, that
adherence to the fiction of the separate existence of Stitch as an entity distinct from
the Individual Defendants would sanction fraud and promote injustice, in that the
Individual Defendants have used Stitch as a proxy to engage in the conduct alleged
herein on their behalf and for their personal enrichment, with the intention and for
the purpose of escaping personal liability for said conduct.

GENERAL ALLEGATIONS
I. The Individual Defendants’ Employment
17. The Individual Defendants each entered into an employment agreement
with Plaintiff (collectively the “Employment Agreement”), the terms of which are
reflected in the exemplar employment agreement attached hereto as Exhibit 1. Each
Employment Agreement was substantially identical, and provided, among other
things, that:
A. the Individual Defendants “shall refrain from engaging in any
business activities, pursued for gain, profit or other pecuniary
advantage that are directly competitive with the activities of
Employer.” (Employment Agreement, ¶ 2)
B. all trade secrets disclosed to the Individual Defendants, or
developed by them in the course of their work for Plaintiff
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belong to Plaintiff (Id., ¶ 5(C))
C. the Individual Defendants were prohibited from making “any
private or personal record of Employer’s Trade Secrets or other
confidential or proprietary information, or otherwise take steps to
preserve or record Employers Trade Secrets or other confidential
and proprietary information for use outside the services being
rendered to Employer.” (Id., ¶ 5(D)
D. the Individual Defendants were to “not use Employer’s Trade
Secrets or any other confidential and proprietary information
belonging to Employer for any purpose other than work
performed by Employee for Employer.” (Id., ¶ 5(E)
E. the Individual Defendants were not to directly or indirectly
solicit, during the term of their employment and for one year
thereafter, any of Plaintiff’s customers, prospective customers, or
employees. (Id., ¶¶ 6 and 7)
F. any and all intellectual property developed by Stormer, Stellin,
Del Toro, and/or Hinostroza during the period of employment
was owned by Plaintiff. (Id., ¶ 8)
18. Further, the Individual Defendants each signed identical Confidentiality
Agreements, a true and correct copy of an exemplar is attached hereto as Exhibit 2.
Among other things, the Confidentiality Agreements prohibited each of the
Individual Defendants from using for their own benefit Plaintiff’s:
A. strategic, development and/or business plans;
B. financial information;
C. data;
D. business records;
E. customer lists;
F. project records; and
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G. business procedures and processes.
19. In addition to their contractual obligations, Stormer and Stellin, as
officers of Plaintiff, owed fiduciary duties to the Plaintiff. All of the Individual
Defendants, however, owed a duty of loyalty to the Plaintiff.

II. While Employed by Plaintiff, The Individual Defendants Use Plaintiff’s
Resources To Build Joybird
20. Plaintiff is informed and believes, and based thereon alleges, that the
Individual Defendants, and each of them, beginning in 2012, while employed by
Plaintiff in positions of trust and responsibility, conspired to use Plaintiff’s corporate
resources, including financial, to develop a competing business, including the
Joybird Website and products that would be offered for sale thereon.
21. Specifically, Plaintiff is informed and believes, and based thereon
alleges, that while employed by Plaintiff, at some point in 2012 the Individual
Defendants decided to form a competing company, which they formally
incorporated as Stitch on or about December 31, 2013. However, prior to leaving
Plaintiff, the Individual Defendants simply stole corporate resources to develop their
competing company.
22. By way of example, from mid 2012 through December, 2013, the
Joybird Defendants, through defendant Del Toro, caused approximately $90,700.50
of Plaintiff’s money to be paid to McGuire for the creation of the Joybird Website.
Plaintiff is informed and believes, and based thereon alleges, that at all times
McGuire was aware that Plaintiff’s funds were being diverted for the purpose of
helping the Individual Defendants surreptitiously create their competing website.
23. Further, in November, 2012, Del Toro, on behalf of the Individual
Defendants, purchased the Joybird logo from Arwan Sutanto, a graphic designer
located in Indonesia, through the Brandcrowds.com website. Concurrently
therewith, Del Toro, on behalf of the Individual Defendants, bought the
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www.joybird.com domain name through Buydomains.com. Plaintiff is informed
and believes that the Individual Defendants used Plaintiff’s funds to purchase the
logo and domain name.
24. Additionally, in or about August, 2013, while still working for Plaintiff,
the Joybird Defendants, purporting to act on behalf of Plaintiff, hired Video Sharks,
a Canadian animation advertising company, to create the Joybird promotional video
that was thereafter used extensively by the Joybird Defendants in the marketing of
their company on the Internet (e.g., as paid advertisements on YouTube videos).
25. By spring 2013, months before leaving Plaintiff, the Joybird Website
was already in advanced stages of development and being tested by the Individual
Defendants from their work computers. Further, by August, 2013, two months
before the first Individual Defendant left Plaintiff, the Joybird Website was nearing
completion.

III. Plaintiff’s Design and Manufacturing Process
26. Plaintiff uses a project management system called “Basecamp” for the
development of its products. Basecamp is a multi-platform application (i.e., it can
be accessed by a PC, Mac, iPhone, Android device, etc.) that allows employees to
create “projects”. Each project is a unified location to discuss the project (as
opposed to over e-mail, where someone may inadvertently be excluded from a
discussion thread), have group to-do lists, and share files (e.g., digital renderings of
designs).
27. Basecamp provides its registered users with dedicated areas on a
“cloud” server that are password protected in order to prevent unauthorized access.
28. The Individual Defendants, and each of them, had access to the
Basecamp system as part of their employment and would regularly use it to develop
products for Plaintiff to manufacture and offer for sale.

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29. For example, if Plaintiff was developing a desk for eventual sale, it
would have its 3-D Computer-Aided-Design (“CAD”) rendering artist create a three
dimensional digital reproduction of a desk concept (“CAD Design”). Certain of
Plaintiff’s employees, including the Individual Defendants, would comment on the
design and suggest revisions which would then be incorporated by the artist. For
example, to visualize how the desk would look with different pull handles, the artist
could swap out the design of the handles. Through this discussion process, a design
would go from conception through development and completion.
30. Once a CAD Design was completed, the file was used to create Internet
based advertising as well as the design specifications for the manufacturing of the
product itself.
31. With respect to advertising, the CAD Design would be used by the
website developers to display images of furniture being offered for sale that could
be manipulated by the customer. For example, a customer could, with a click of her
mouse change a rendering of Plaintiff’s Cleveland Sofa from “Lucky Turquoise” to
“Omega Doeskin”





32. As will be discussed below, CAD Designs created by Plaintiff are
being used by the Joybird Defendants to advertise products. For example, Plaintiff’s
Cleveland sofa is being advertised at www.joybird.com as the “Fitzgerald Sofa”.




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33. The completed CAD Designs are then used by Plaintiff to create
engineering designs for the framing and assembly of the furniture (the
“Engineering Schematics”), the relevant portions of which are then programmed
(the “Frame Design”) into specialized computer numerical control (known as
“CNC”) machines that cut wood for the frame to the precise measurements called
for in the Engineering Schematics.
34. Similarly, the CAD files are used to create detailed plans for how the
fabric will be cut from larger uniform rolls of fabric to create the upholstered
portions of the furniture. These fabric plans are programmed into a CNC fabric
cutting machine (the “Fabric Designs”) which cuts the fabric into the various pieces
necessary for the creation of the upholstered portions of the furniture.
35. After a CAD Design is finalized, it takes approximately 250 work
hours to create Engineering Schematics, a Frame Design, and a Fabric Design for
each individual furniture design.
36. The Fabric Designs are extremely important to a furniture maker as
they take into account both the design of the furniture (e.g., the size of the pieces
that need to be cut to form the padded area) and, as the pieces are of various
irregular shapes, how to maximize the amount of pieces that can be cut out of the
ordered fabric. Minimizing the waste portion of the fabric is critical to the financial
success of any furniture maker.
37. Basecamp is a secure platform, such that the product designs are not
generally known to the public or Plaintiff’s competitors. By maintaining the
confidentiality of designs until such time as the final products are released to the
general public, Plaintiff maintains a competitive advantage.
38. Additionally, Plaintiff’s Engineering Schematics, Frame Designs and
Fabric Designs are kept confidential and not generally known to the public. By
maintaining the confidentiality of the Engineering Schematics, Frame Designs and
Fabric Designs, Plaintiff maintains a competitive advantage because a competitor
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would have to expend tens of thousands of man-hours replicating Plaintiff’s
Engineering Schematics, Frame Designs, and Fabric Designs, as well as tens of
thousands of dollars attempting to reverse engineer Plaintiff’s products. Further, it
is not readily possible to reverse engineer the Fabric Designs to duplicate the cost
savings realized by way of Plaintiff’s confidential Fabric Designs.
39. Additionally, the CAD Designs retain value, even after the designs are
released to the public by way of advertising the furniture for sale. If a competitor
wanted to offer the identical piece of furniture, it would have to expend time and
money attempting to reproduce the CAD Designs.
40. The final version of the CAD Designs, whether the products were
offered for sale or not, as well as the Engineering Schematics, Frame Designs and
Fabric Designs, were stored on Plaintiff’s Basecamp account and/or its local servers.
Hard copies of Engineering Schematics, Frame Designs and Fabric Designs (the
“Hardcopies”) were also maintained by Plaintiff.

IV. Theft of Plaintiff’s Unreleased Designs, Engineering Schematics, Frame
Design, and Fabric Designs.
41. Despite reasonable attempts by Plaintiff to maintain the secrecy of its
unreleased designs, the Joybird Website currently offers for sale products which
were developed on the Basecamp project management platform that had not yet
been offered for sale by Thrive (the “Unreleased Products”). A comparison of the
product images on the Joybird Website with the product images on Basecamp
evidence that, without authority, the Individual Defendants accessed Plaintiff’s
“local” computer servers (which are connected to the Internet), Plaintiff’s secure
Basecamp account, and/or Plaintiff’s secure leased server space (collectively
“Plaintiff’s Computer Systems”) and unlawfully made copies of the CAD Designs
for the Unreleased Products.
42. Additionally, Plaintiff is informed and believes, and based thereon
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alleges, that the Individual Defendants, and each of them, accessed Plaintiff’s
Computer Systems to unlawfully make copies of completed digital renderings,
Fabric Designs, and Engineering Schematics of products already offered for sale on
Plaintiff’s website (the “Released Products”). Although images of the Released
Products were publicly available, the CAD Designs, Engineering Schematics, Frame
Designs, and Fabric Designs, remain secured.
43. Additionally, in December, 2013, concurrently with the Individual
Defendants leaving Plaintiff’s employ, Plaintiffs’ fabric CNC machine ceased
operations. In the course of getting it repaired, Plaintiff discovered that Plaintiff’s
database of Fabric Designs had been removed from the system. Plaintiff is informed
and believes, and based thereon alleges, that the Joybird Defendants stole and
duplicated the Fabric Designs and have been utilizing them in the manufacture of
furniture that is identical to Plaintiff’s designs.
44. Plaintiff has also discovered that approximately 80% of the hardcopies
it maintains of its Engineering Schematics, Frame Designs, and Fabric Designs have
been stolen.
45. Further, prior to leaving their employment at Plaintiff, the Joybird
Defendants changed the passwords to several of Plaintiff’s vital systems and then
failed and refused to disclose those passwords to Plaintiff such that, after the
Individual Defendants left Plaintiff, the Plaintiff was prevented from accessing (and
in some case is still prevented from accessing) parts of Plaintiff’s Computer
Systems.
46. Including the Unreleased Products, Released Products, and products
that are not offered by Thrive (the “Joybird Only Products”), there are
approximately twenty (20) different types of sofas (not including love seats and
sectionals), forty-seven (47) different chair types, twenty-eight (28) tables and desk
types, nineteen (19) credenza or storage units, five (5) beds, and one hundred fifty-
five (155) “accessories”. Even excluding the accessories, and figuring a
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conservative 200 man-hours per product type, the Joybird Defendants would have
had to spend approximately twenty three thousand eight hundred (23,800) man-
hours to independently create the Engineering Schematics, Frame Designs, and
Fabric Designs. This is, of course, not including time spent to: (1) conceive and
create the CAD Designs; (2) develop the accessories; and (3) set up the
manufacturing facility for Joybird. As there were only approximately two thousand
(2,000) total hours between the time the first Individual Defendant (i.e., Stellin) left
Plaintiff until the Joybird Website was launched, there simply is no way that the
Joybird Defendants could have independently conceived of and created the CAD
Files, Engineering Schematics, Frame Designs, and Fabric Designs necessary for the
products being offered for sale after they ceased working for Plaintiff.

IV. Theft of Customer Information and Solicitation of Employees
47. As part of its website, Plaintiff offers to send prospective customers, at
no charge, a swatch of every fabric (“Fabric Packets”) that can be used in the
manufacture of its furniture. This request form includes the customer’s name,
address, phone number, and e-mail address, and includes an “opt-in” for information
about sales and specials. This information is used to create a master database of
potential customers (the “Fabric Database”). This information of prospective
customers is maintained strictly confidential, and is never sold or given to any third
parties.
48. Based on an analysis of the Fabric Database and purchasing data, it is
estimated that each customer request is worth approximately $350. Further,
approximately 64% of individuals who request a Fabric Packet end up purchasing a
product from Plaintiff, and Plaintiff’s average order is $1,638.
49. Prior to the Individual Defendants leaving Plaintiff, Plaintiff would
average approximately 80 Fabric Packet requests per week. Shortly after the
Individual Defendants left, however, although the traffic to Plaintiff’s website
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remained stable, requests for Fabric Packets dropped to approximately 10 per week.
50. Plaintiff began investigating, and found Fabric Packet requests literally
disappearing before its eyes. For example, on March 26, 2014 at 12:43 P.M., the
Fabric Database showed four unprocessed requests. Testing its theory, Plaintiff did
not change the requests from unprocessed to processed in its system, and less than
an hour later, at 1:30 p.m., two of the leads were deleted remotely. Less than one
hour later, at 2:17 p.m., another lead was deleted. By the next morning, the
remaining lead was deleted from the system.
51. Plaintiff is informed and believes, and based thereon alleges, that the
Individual Defendants, and each of them, have, either directly or through
instructions to third parties acting on their behalf, accessed and unlawfully made
copies of all or portions of the Fabric Database. Further, in an attempt to profit from
the Fabric Database and/or hide their activities, the Joybird Defendants deleted
customer information from the Fabric Database.
52. Plaintiff is further informed and believes, and based thereon alleges,
that the Individual Defendants, and each of them, have, either directly or through
instructions to third parties acting on their behalf, accessed and duplicated Plaintiff’s
customer list which contains the names, contact information, and order details for all
of Plaintiff’s customers.
53. Despite Plaintiff’s efforts to block the Joybird Defendants continued
access to its system, the Joybird Defendants continue to access Plaintiff’s Computer
system to steal and delete customer information. Based on the average order of
$1,638 and 64% sell-through rate, Plaintiff estimates that from January 1, 2014
through May 1, 2014, Plaintiff has lost at least approximately $83,865.60 in sales
per week – i.e., in excess of $1.5 million dollars.
54. Although Plaintiff has moved its Fabric Database system to a new
server in the hopes that the Joybird Defendants’ efforts would be thwarted, Plaintiff
is informed and believes, and based thereon alleges, that the Joybird Defendants
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continue to remotely access Plaintiff’s computer network. Among other things,
Plaintiff is further informed and believes, and based thereon alleges, that the Joybird
Defendants further installed on Plaintiffs’ Computer Systems a backdoor monitoring
system (the “Backdoor”) by which orders placed via Plaintiff’s Website were
intentionally intercepted, duplicated, and sent to the Joybird Defendants.
55. Further, despite express contractual provisions whereby the Individual
Defendants agreed not to solicit Plaintiff’s employees for a period of one (1) year,
the Joybird Defendants have repeatedly contacted Plaintiff’s employees to solicit
them to come to work for the Joybird Defendants. Moreover, Plaintiff is informed
and believes, and based thereon alleges, that several of Plaintiff’s employees have,
in fact, accepted the Joybird Defendants’ solicitations for employment.

V. Theft of Materials and Destruction of Property
56. Separate and apart from the Joybird Defendants’ theft of Customer
Information, Plaintiff is further informed and believes, and based thereon alleges,
that, prior to leaving Plaintiff, the Joybird Defendants, and each of them, have,
either directly or through instructions to third parties acting on their behalf, stolen
pre-packaged Fabric Packets that were then used by Stitch in fulfilling requests for
Fabric Packets received via the Joybird Website.
57. Further, a review of purchasing records confirms that during the
relevant time period, the Joybird Defendants, and in particular Stormer, would order
fabric far in excess of what was necessary or required to complete orders. Plaintiff
is informed and believes, and based thereon alleges, that the Joybird Defendants
stole the excess fabric (the “Excess Fabric”) for use in manufacturing their own
products sold through the Joybird website
58. In addition to changing passwords to Plaintiff’s computer systems, as
alleged above in Paragraph 45, shortly before their employment terminated,
Stormer, Stellin, Del Toro and Hinostroza each took affirmative steps to both hide
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their malfeasance and hinder Plaintiff’s continued business operations by:
A. physically (and presumably destroying) the hard drives from the
company owned computers that they were issued;
B. attempting to delete the files contained on the hard drives on
company owned computers that they were issued; and/or
C. absconding with, and refusing to return company owned
computers that they were issued (the “Stolen Computers”).
59. Plaintiff is informed and believes, and based thereon alleges, that
physical files belonging to the Plaintiffs were also removed and/or destroyed by the
Joybird Defendants, and each of them.
60. Further, the Joybird Defendants simply embezzled funds which,
Plaintiff is informed and believes, were put towards the development of their
competing business. Two of the schemes discovered so far by which the Joybird
Defendants embezzled funds are:
A. The Individual Defendants would create false orders in
Plaintiff’s system, wherein an order would be placed and they
would manually show that the product had been paid for by the
customer (although no such payment had actually been
received). Then, the Individual Defendants would credit back to
their own credit cards (or credit cards of unknown co-
conspirators) the cost of the Order.
B. The Individual Defendants created a “mirror” website(s)
whereby instead of redirecting a customer who misspelled the
Plaintiff’s domain name to Plaintiff’s actual website, a duplicate
website at the misspelled domain would allow customers to
purchase products from Plaintiff. The Individual Defendants,
however, changed the payment system on this mirrored website
such that payments were directed to their own accounts .
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FIRST CLAIM FOR RELIEF
(Violation of the Computer Fraud and Abuse Act (18 U.S.C. § 1030, et seq),
against the Joybird Defendants)
61. Plaintiff hereby incorporates by reference and realleges each of the
allegations contained in paragraphs 1 through 60, above.
62. Plaintiff is informed and believes, and based thereon alleges, that the
Joybird Defendants, and each of them:
A. knowingly, and with intent, and without authorization (or,
alternatively, exceeding their authorization) accessed, and thereby obtained
information from Plaintiff’s Computer Systems (18 U.S.C. § 1030(a)(2)(C));
B. knowingly, and with intent to defraud, and without authorization
(or, alternatively, exceeding their authorization) accessed, and thereby obtained
information and data of value in excess of $5,000.00 in any 1-year period from
Plaintiff’s Computer Systems (18 U.S.C. § 1030(a)(4)); and/or
C. knowingly, and with intent, and without authorization accessed,
and thereby caused damage resulting in an aggregate loss in excess of $5,000.00 in
value to Plaintiff’s Computer Systems (18 U.S.C. § 1030(a)(5)(A)(iii)).
63. Plaintiff’s Computer Systems are used in interstate commerce and,
therefore, are protected computers (18 U.S.C. § 1030(e)(2)).
64. In accessing Plaintiff’s Computer Systems, the Joybird Defendants, and
each of them, copied, accessed, used, loaded, executed, distributed, and otherwise
exploited Plaintiff’s trade secrets.
65. In addition to the above-alleged conduct, the Joybird Defendants, and
each of them, denied Plaintiff access to various components of Plaintiff’s Computer
Systems, and have thereby further misappropriated Plaintiff’s trade secrets and other
confidential information, obtained information of value, impaired the integrity of the
information stored on Plaintiff’s Computer Systems, and caused damage.
66. The value of the use of the Plaintiff’s trade secrets far exceeds the
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statutory minimum of $5,000.
67. Plaintiff is informed and believes that the Joybird Defendants’
unauthorized access impaired the integrity of the information and data stored on
Plaintiff’s Computer Systems.
68. As a direct and proximate result of the acts of the Joybird Defendants,
and each of them, Plaintiff has suffered a loss resulting, inter alia, from the cost of
responding to the Joybird Defendants’ actions, conducting a damage assessment,
lost revenue, and other consequential damages and reasonable costs.
69. As a direct and proximate result of the acts of the Joybird Defendants,
and each of them, Plaintiff has been damaged in an amount subject to proof at trial,
but estimated at no less than two million dollars ($2,000,000).
70. Plaintiff is further entitled to, and by this Complaint seeks, an
injunction against the Joybird Defendants, and each of them, prohibiting their
unauthorized access to Plaintiff’s Computer Systems and their use of any or all of
Plaintiff’s trade secrets or data stored thereon.

SECOND CLAIM FOR RELIEF
(Violation of the Electronic Communications Privacy Act (18 U.S.C. § 2510, et
seq.), against the Joybird Defendants)
71. Plaintiff hereby incorporates by reference and realleges each of the
allegations contained in paragraphs 1 through 60, above.
72. As noted above, Plaintiff is informed and believes, and based thereon
alleges, that the Joybird Defendants further installed on Plaintiffs’ Computer
Systems the Backdoor, by which orders placed via Plaintiff’s Website were
intentionally intercepted, duplicated, and sent to the Joybird Defendants.
73. Pursuant to 18 U.S.C. § 2520, Plaintiff seeks an Order of this Court
requiring the Joybird Defendants, and each of them to:
A. Disable the Backdoor;
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B. Destroy all written and electronic copies of each and every
communication duplicated and sent to the Joybird Defendants by way of the
Backdoor;
C. Provide a list of every person, whether or not they work for the
Joybird Defendants or any of their respective agents, consultants, contractors,
subsidiaries, or attorneys, that has had access to or been in possession of
communications acquired by way of the Backdoor; and
D. Provide hard copies of all correspondence that was captured by
the Backdoor.
74. Pursuant to 18 U.S.C. § 2520, Plaintiff also seeks recovery of the
greater of:
A. the sum of the actual damages suffered by the Plaintiff and any
profits made by the Joybird Defendants as a result of the violations alleged herein;
or
B. statutory damages of whichever is the greater of $ 100 a day for
each day of violation or $ 10,000.
75.. As the conduct alleged herein was intentional, and in wanton disregard
of the rights of Plaintiff, Plaintiff seeks recovery of punitive damages.
76. Further, pursuant to 18 U.S.C. § 2520, Plaintiff seeks recovery of its
reasonable attorneys’ fees and other litigation costs incurred in connection with this
prosecution of this action.

THIRD CLAIM FOR RELIEF
(Misappropriation of Trade Secrets, against the Joybird Defendants)
77. Plaintiff hereby incorporates by reference and realleges each of the
allegations contained in paragraphs 1 through 60, above.
78. Plaintiff takes reasonable steps to maintain the secrecy of its customer
lists, unreleased product designs, Engineering Schematics, Frame Designs, and
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Fabric Designs (the “Trade Secrets”). Such steps include, but are not limited to:
A. requiring employees to execute non-disclosure agreements;
B. Password protecting Plaintiff’s Computer Systems; and
C. limiting access to the Trade Secrets.
79. Plaintiff takes these steps as the Trade Secrets are extremely valuable in
that they are not generally known or readily available to Plaintiff’s competitors and
provide a competitive advantage to Plaintiff by virtue of their secret nature.
80. Plaintiff is informed and believes, and based thereon alleges, that since
the commencement of their common scheme in late 2011 or early 2012, the Joybird
Defendants, and each of them, have copied, accessed, used, loaded, executed,
distributed, and otherwise exploited the Trade Secrets.
81. The Joybird Defendants, and each of them, acquired the Trade Secrets
either:
A. by way of improper and unauthorized means (Cal. Civ. §
3426.1(b)(A)) through accessing Plaintiff’s Computer Systems;
B. by way of third party vendors, who they knew had a contractual
obligation to maintain the secrecy of the Trade Secrets (Cal. Civ. §
3426.1(b)(B)(ii)); and/or
c. by accident or mistake, knowing that they did not have the right
to access the same (Cal. Civ. § 3426.1(b)(B)(iii)).
82. The Joybird Defendants’ actual and threatened misappropriation of the
Trade Secrets entitles Plaintiff to injunctive relief pursuant to Cal. Civ. Code §
3426.2.
83. As a direct and proximate result of the Joybird Defendants’ actual and
threatened misappropriation of Plaintiff’s Trade Secrets, Plaintiff has been damaged
in an amount subject to proof at trial, but in any event, estimated at no less than two
million dollars ($2,000,000.00).
84. Further, pursuant to Cal. Civ. § 3426.3, Plaintiff is entitled to recover
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as damages for the Joybird Defendants’ unjust enrichment by its utilization of
Plaintiff’s Trade Secrets that is not otherwise taken into account in computing
damages for actual loss, subject to proof at trial. To the extent that said sums are not
readily ascertainable, Plaintiff reserves its right to seek recovery of a reasonable
royalty.
85. Before and during the misappropriation, actual and threatened, the
Joybird Defendants, and each of them, were aware of Plaintiff’s rights in and to the
Trade Secrets, and in total disregard of such knowledge, willfully, intentionally, and
maliciously used such information, and continue to use such information, to further
their own pecuniary gain and in an effort to damage Plaintiff and its business
operations. Accordingly, Plaintiff is entitled to recover attorneys’ fees and
exemplary damages for such acts and omissions, threatened and consummated, of
the Joybird Defendants, and each of them, pursuant to Cal. Civ. Code § 3426.3.

FOURTH CLAIM FOR RELIEF
(Interference With Prospective Economic Advantage, against the Joybird
Defendants)
86. Plaintiff hereby incorporates by reference and realleges each of the
allegations contained in paragraphs 1 through 60, above.
87. At all times relevant hereto, Plaintiff had a relationship with those
individuals identified on its Fabric Database, with the probability of future economic
benefit to the Plaintiff.
88. The Joybird Defendants knew about those relationships.
89. The Joybird Defendants committed intentional wrongful acts designed
to disrupt those relationships, as alleged above, which have, in fact, disrupted
Plaintiff’s relationships.
90. As a direct, foreseeable and proximate result of interference by the
Joybird Defendants, Plaintiff has been damaged in an amount that is currently
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unknown, but which shall be proven at trial, and is estimated at no less than one
million five hundred thousand dollars ($1,500,000).

FIFTH CLAIM FOR RELIEF
(Unfair Business Practices (Cal. Bus & Prof. § 17200), against the Joybird
Defendants)
91. Plaintiff hereby incorporates by reference and realleges each of the
allegations contained in paragraphs 1 through 60, above.
92. The Unfair Competition Law (“UCL”) prohibits acts of unfair
competition, which means and includes “any unlawful, unfair or fraudulent business
act or practice[.]”
93. The acts described in paragraphs 1 through 56, above, constitute acts of
unfair competition.
94. As a direct and proximate result of the unfair competition alleged
above, Plaintiff has suffered direct monetary losses sufficient to establish standing
as required by Cal. Bus. & Prof. § 17205. Such monetary losses include, but are not
limited to lost revenue from the diversion of sales, loss of value in Plaintiff’s trade
secrets (to the extent their disclosure is not enjoined), and monies misappropriated
by the Joybird Defendants.
95. As a result of the Joybird Defendants’ violations of the UCL, Stitch is
obligated to provide restitution to Plaintiff in an amount subject to proof at trial.
Plaintiff estimates such restitution in an amount no less than $2 million dollars.
Plaintiff also is entitled to an injunction enjoining and restraining the Joybird
Defendants from their continued violations of the UCL.
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SIXTH CLAIM FOR RELIEF
(Aiding and Abetting Unfair Business Practices (Cal. Bus & Prof. § 17200),
against the Individual Defendants, McGuire, and the DOE Defendants)
96. Plaintiff hereby incorporates by reference and realleges each of the
allegations contained in paragraphs 1 through 60, above.
97. The Individual Defendants, McGuire, and DOE Defendants knew and
were aware of the Stitch’s unlawful, unfair or deceptive business practices by virtue
of their ownership and/or management of Stitch.
98. The Individual Defendants, McGuire, and DOE Defendants aided and
abetted these violations by Stitch in that the Individual Defendants directed and/or
personally engaged in the acts and conducted alleged above.
99. As a direct, foreseeable and proximate result of the Individual
Defendants’, McGuire’s, and DOE Defendants’ aiding and abetting of Stitch’s
unfair business practices, Plaintiff has been damaged in an amount that is currently
unknown, but which shall be proven at trial, and is estimated at no less than two
million dollars ($2,000,000).

SEVENTH CLAIM FOR RELIEF
(Conversion, against the Joybird Defendants and McGuire)
100. Plaintiff hereby incorporates by reference and realleges each of the
allegations contained in paragraphs 1 through 60, above.
101. At all times mentioned herein, Plaintiff was, and remains, the owner
and was, and remains, entitled to the possession of the Trade Secrets, the CAD files
for released products, the misappropriated monies, Stolen Computers, Excess Fabric
and the Fabric Packets (collectively “Plaintiff’s Property”).
102. Plaintiff is informed and believes, and based thereon alleges, that
beginning on or about January 1, 2012, the Joybird Defendants, and each of them,
took Plaintiff’s Property and converted the same to their own use. Without
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Plaintiff’s authorization, the Joybird Defendants have used Plaintiff’s Property to
the benefit of their own business interests.
103. As a direct and proximate result of the Joybird Defendants’ conversion
of Plaintiff’s Property, Plaintiff has suffered actual damages and the Joybird
Defendants have been unjustly enriched in an amount subject to proof at trial.
Alternatively, because Plaintiff’s actual damages and/or the Joybird Defendants’
unjust enrichment may not be subject to reasonable proof, Plaintiff is entitled to a
royalty equal to a reasonable percentage of the revenue received by the Joybird
Defendants from their conversion of Plaintiff’s Property.
104. Plaintiff is informed and believes, and based thereon alleges, that the
Joybird Defendants’ conduct was willful and malicious in that the Joybird
Defendants converted Plaintiff’s Property with the deliberate intent to injure
Plaintiff’s business and improve their own, thereby entitling Plaintiff to punitive
damages.
105. The Joybird Defendants’ conversion of Plaintiff’s Property, unless and
until enjoined and restrained by order of this Court, has caused and will continue to
cause great and irreparable injury to Plaintiff as described above. Plaintiff has no
adequate remedy at law for this injury, as Plaintiff is informed and believes, and
based thereon alleges, that the Joybird Defendants will continue to use Plaintiff’s
Property in the absence of injunctive relief.

EIGHTH CLAIM FOR RELIEF
(Breach of Contract, against Stormer)
106. Plaintiff hereby incorporates by reference and realleges each of the
allegations contained in paragraphs 1 through 60, above.
107. Plaintiff has performed all of the terms, conditions, covenants and
promises required to be performed by it in accordance with the terms and conditions
of the Employment Agreement and Confidentiality Agreement between it and
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Stormer, except those which it has been prevented from performing by Defendant
Stormer.
108. Defendant Stormer has breached the Employment Agreement and
Confidentiality Agreement between himself and Plaintiff by way of the acts alleged
above.
109. Accordingly, as a direct and proximate result of Defendant’s breaches
of contract, Plaintiff has suffered damages in an amount subject to proof at trial, but
estimated at no less than two million dollars ($2,000,000).
110. Pursuant to the terms of the Employment Agreement and
Confidentiality Agreement, Plaintiff is further entitled to specific performance,
whereby all intellectual property created while in Plaintiff’s employ – e.g., the
Joybird name, joybird.com domain name, Joybird Website, and any and all
Engineering Schematics, Frame Designs, and Fabric Designs – are turned over to
Plaintiff.

NINTH CLAIM FOR RELIEF
(Breach of Fiduciary Duty and Duty of Loyalty, against Stormer)
111. Plaintiff hereby incorporates by reference and realleges each of the
allegations contained in paragraphs 1 through 60, above.
112. As the Chief Operating Officer of Plaintiff, Stormer assumed fiduciary
duties to Plaintiff, as well as a general duty of loyalty to Plaintiff.
113. Stormer breached said fiduciary duties and duty of loyalty by
undertaking the acts alleged above.
114. As a direct and proximate result of Stormer’s breach of fiduciary duty
and duty of loyalty, Plaintiff has been damaged in an amount according to proof, but
in any event, in excess of the jurisdictional minimums of this Court and estimated at
no less than two million dollars ($2,000,000).
115. In committing the acts set forth herein, Stormer acted willfully and with
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the intention to cause injury to Plaintiff. Stormer, therefore, is guilty of malice,
oppression and fraud, in conscious disregard of Plaintiff’s rights, thereby warranting
assessment of punitive damages in an amount appropriate to punish him and to deter
others from engaging in similar conduct.

TENTH CLAIM FOR RELIEF
(Breach of Contract, against Stellin)
116. Plaintiff hereby incorporates by reference and realleges each of the
allegations contained in paragraphs 1 through 60, above.
117. Plaintiff has performed all of the terms, conditions, covenants and
promises required to be performed by it in accordance with the terms and conditions
of the Employment Agreement and Confidentiality Agreement between it and
Stellin, except those which it has been prevented from performing by Defendant
Stellin.
118. Defendant Stellin has breached the Employment Agreement and
Confidentiality Agreement between himself and Plaintiff by way of the acts alleged
above.
119. Accordingly, as a direct and proximate result of Defendant’s breaches
of contract, Plaintiff has suffered damages in an amount subject to proof at trial, but
estimated at no less than two million dollars ($2,000,000).
120. Pursuant to the terms of the Employment Agreement and
Confidentiality Agreement, Plaintiff is further entitled to specific performance,
whereby all intellectual property created while in Plaintiff’s employ – e.g., the
Joybird name, joybird.com domain name, Joybird Website, and any and all
Engineering Schematics, Frame Designs, and Fabric Designs – are turned over to
Plaintiff.
/ / /
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ELEVENTH CLAIM FOR RELIEF
(Breach of Fiduciary Duty and Duty of Loyalty, against Stellin)
121. Plaintiff hereby incorporates by reference and realleges each of the
allegations contained in paragraphs 1 through 60, above.
122. As the Vice President of Marketing, and an integral part of Plaintiff’s
management team, Stellin assumed fiduciary duties to Plaintiff, as well as a general
duty of loyalty to Plaintiff.
123. Stellin breached said fiduciary duties and duty of loyalty by
undertaking the acts alleged above.
124. As a direct and proximate result of Stellin’s breach of fiduciary duty
and duty of loyalty, Plaintiff has been damaged in an amount according to proof, but
in any event, in excess of the jurisdictional minimums of this Court and estimated at
no less than two million dollars ($2,000,000).
125. In committing the acts set forth herein, Stellin acted willfully and with
the intention to cause injury to Plaintiff. Stellin, therefore, is guilty of malice,
oppression and fraud, in conscious disregard of Plaintiff’s rights, thereby warranting
assessment of punitive damages in an amount appropriate to punish him and to deter
others from engaging in similar conduct.

TWELFTH CLAIM FOR RELIEF
(Breach of Contract, against Del Toro)
126. Plaintiff hereby incorporates by reference and realleges each of the
allegations contained in paragraphs 1 through 60, above.
127. Plaintiff has performed all of the terms, conditions, covenants and
promises required to be performed by it in accordance with the terms and conditions
of the Employment Agreement and Confidentiality Agreement between it and Del
Toro, except those which it has been prevented from performing by Defendant Del
Toro.
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128. Defendant Del Toro has breached the Employment Agreement and
Confidentiality Agreement between himself and Plaintiff by way of the acts alleged
above.
129. Accordingly, as a direct and proximate result of Defendant’s breaches
of contract, Plaintiff has suffered damages in an amount subject to proof at trial, but
estimated at no less than two million dollars ($2,000,000).
130. Pursuant to the terms of the Employment Agreement and
Confidentiality Agreement, Plaintiff is further entitled to specific performance,
whereby all intellectual property created while in Plaintiff’s employ – e.g., the
Joybird name, joybird.com domain name, Joybird Website, and any and all
Engineering Schematics, Frame Designs, and Fabric Designs – are turned over to
Plaintiff.

THIRTEENTH CLAIM FOR RELIEF
(Breach of Duty of Loyalty, against Del Toro)
131. Plaintiff hereby incorporates by reference and realleges each of the
allegations contained in paragraphs 1 through 60, above.
132. Defendant Del Toro, as an employee of Plaintiff, assumed a general
duty of loyalty to Plaintiff.
133. Del Toro breached said duty of loyalty by undertaking the acts alleged
above.
134. As a direct and proximate result of Del Toro’s breach of the duty of
loyalty, Plaintiff has been damaged in an amount according to proof, but in any
event, in excess of the jurisdictional minimums of this Court and estimated at no
less than two million dollars ($2,000,000).
135. In committing the acts set forth herein, Del Toro acted willfully and
with the intention to cause injury to Plaintiff. Del Toro, therefore, is guilty of
malice, oppression and fraud, in conscious disregard of Plaintiff’s rights, thereby
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warranting assessment of punitive damages in an amount appropriate to punish him
and to deter others from engaging in similar conduct.


FOURTEENTH CLAIM FOR RELIEF
(Breach of Contract, against Hinostroza)
136. Plaintiff hereby incorporates by reference and realleges each of the
allegations contained in paragraphs 1 through 60, above.
137. Plaintiff has performed all of the terms, conditions, covenants and
promises required to be performed by it in accordance with the terms and conditions
of the Employment Agreement and Confidentiality Agreement between it and Del
Toro, except those which it has been prevented from performing by Defendant Del
Toro.
138. Defendant Del Toro has breached the Employment Agreement and
Confidentiality Agreement between himself and Plaintiff by way of the acts alleged
above.
139. Accordingly, as a direct and proximate result of Defendant’s breaches
of contract, Plaintiff has suffered damages in an amount subject to proof at trial, but
estimated at no less than two million dollars ($2,000,000).
140. Pursuant to the terms of the Employment Agreement and
Confidentiality Agreement, Plaintiff is further entitled to specific performance,
whereby all intellectual property created while in Plaintiff’s employ – e.g., the
Joybird name, joybird.com domain name, Joybird Website, and any and all
Engineering Schematics, Frame Designs, and Fabric Designs – are turned over to
Plaintiff.

FIFTEENTH CLAIM FOR RELIEF
(Breach of Duty of Loyalty, against Hinostroza)
141. Plaintiff hereby incorporates by reference and realleges each of the
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allegations contained in paragraphs 1 through 60, above.
142. Defendant Hinostroza, as an employee of Plaintiff, assumed a general
duty of loyalty to Plaintiff.
143. Hinostroza breached said duty of loyalty by undertaking the acts
alleged above.
144. As a direct and proximate result of Hinostroza’s breach of the duty of
loyalty, Plaintiff has been damaged in an amount according to proof, but in any
event, in excess of the jurisdictional minimums of this Court and estimated at no
less than two million dollars ($2,000,000).
145. In committing the acts set forth herein, Hinostroza acted willfully and
with the intention to cause injury to Plaintiff. Hinostroza, therefore, is guilty of
malice, oppression and fraud, in conscious disregard of Plaintiff’s rights, thereby
warranting assessment of punitive damages in an amount appropriate to punish him
and to deter others from engaging in similar conduct.

SIXTEENTH CLAIM FOR RELIEF
(Aiding and Abetting Breach of Fiduciary Duty – Against Stitch, Del Toro,
Hinostroza, McGuire and the DOE Defendants)
146. Plaintiff hereby incorporates by reference and realleges each of the
allegations contained in paragraphs 1 through 60, above.
147. Defendants Stormer and Stellin assumed fiduciary duties to Plaintiff,
which they breached by undertaking the acts alleged above.
148. The remaining defendants, and each of them, aided and abetted, or
otherwise conspired with Stellin and Stormer in their respective breaches of
fiduciary duties for their own independent direct financial benefit.
149. As a direct and proximate result of Stormer and Stellin’s breaches of
fiduciary duty, as aided and abetted by the remaining defendants, Plaintiffs have
been damaged in an amount according to proof, and estimated at no less than two
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million dollars ($2,000,000).
150. In committing the acts set forth herein, the defendants acted willfully
and with the intention to cause injury to Plaintiff. The defendants are therefore
guilty of malice, oppression and fraud, in conscious disregard of Plaintiff’s rights,
thereby warranting assessment of punitive damages in an amount appropriate to
punish them and to deter others from engaging in similar conduct.

SEVENTEENTH CLAIM FOR RELIEF
(Trademark Infringement (Violation of the Lanham Act), against the Joybird
Defendants and McGuire)
151. Plaintiff hereby incorporates by reference and realleges each of the
allegations contained in paragraphs 1 through 60, above.
152. By virtue of the Individual Defendants’ respective contractual
agreements, as well as the use of Plaintiff’s money to develop the name “Joybird”
and associated logo, Plaintiff is the owner of the trademark in the standard character
mark “Joybird” and the associated Joybird logo (collectively the “Trademarks”).
153. The Joybird Defendants and McGuire, and each of them, have
infringed the Trademarks in interstate commerce by various acts, including selling,
offering for sale and advertising goods for sale using the Trademarks. Said use of
said names and marks by the Joybird Defendants and McGuire was and is without
permission or authority of Plaintiff and said use by the Joybird Defendants and
McGuire is likely to cause confusion, to cause mistake and to deceive.
154. Plaintiff is informed and believes, and based thereon alleges, that the
Joybird Defendants and McGuire’s acts of trademark infringement and unfair
competition have been willful and committed with the intent to cause confusion,
mistake and to deceive. Defendants’ acts as alleged herein were committed with the
intent to pass off and palm off goods under the Trademarks as the goods of Plaintiff,
and with the intent to deceive and defraud the public.
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155. By reason of the Joybird Defendants and McGuire’s acts alleged
herein, Plaintiff has and will suffer damage to its business, reputation and good will
and the loss of sales and profits Plaintiff would have made but for the acts of
McGuire and the Joybird Defendants.
156. The Joybird Defendants and McGuire threaten to continue to do the
acts complained of herein, and unless restrained and enjoined, will continue to do
so, all to Plaintiff’s irreparable damage. It would be difficult to ascertain the
amount of compensation which could afford Plaintiff adequate relief for such
continuing acts, and a multiplicity of judicial proceedings would be required.
Plaintiff’s remedy at law is not adequate to compensate it for injuries threatened.

EIGHTEENTH CLAIM FOR RELIEF
(Unjust Enrichment against the Joybird Defendants and McGuire)
157. Plaintiff hereby incorporates by reference and realleges each of the
allegations contained in paragraphs 1 through 60, above.
158. By virtue of their conduct as alleged herein, the Joybird Defendants and
McGuire were and continue to be unjustly enriched in that, among other things, they
received a substantial benefit and profit from use of Plaintiff’s property – e.g.,
Plaintiff’s money that was used to purchase: (a) the joybird.com domain name; (b)
the Joybird logo; (c) the website currently located at www.joybird.com; (d)
Plaintiff’s Engineering Schematics, Frame Designs, and Fabric Designs; (d) fabric
used for the creation of product that the Joybird Defendants subsequently sold
(collectively “Plaintiff’s Property”).
159. The Joybird Defendants are required to make restitution and pay
damages to Plaintiff for the amounts of unjust enrichment received by the Joybird
Defendants as a consequence of their wrongful conduct and acts and activities as
alleged herein, according to proof, plus interest thereon, at the legal rate of 10% per
annum.
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160. The Joybird Defendants are constructive trustees for the benefit of
Plaintiff with regard to Plaintiff’s Property and the proceeds earned from the
exploitation thereof. The Joybird Defendants are required to transfer Plaintiff’s
Property, as well as the proceeds from the exploitation of the same, to Plaintiff to
make restitution for the unjust enrichment received by them as a consequence of
their wrongful and tortious acts and activities as alleged herein, according to proof.

PRAYER
WHEREFORE, Plaintiff prays for relief against defendants, and each of them,
as follows:
As to the First Claim For Relief
1. Compensatory damages in an amount subject to proof at trial, but
estimated at no less than two million dollars ($2,000,000);
2. An Injunction prohibiting the Joybird Defendants, and each of them,
from continuing to utilize Plaintiff’s intellectual property, confidential information,
and trade secrets, including but not limited to by operating the website located at
www.joybird.com;
3. For Plaintiff’s costs of suit actually incurred, including its reasonable
attorneys’ fees to the maximum extent allowable by law; and
4. For such other or further relief as the Court deems just and proper.

As to the Second Claim For Relief
1. An injunction requiring the Joybird Defendants, and each of them to:
a. Disable the Backdoor (as well as any other means of accessing
Plaintiff’s system remotely) and disclose all passwords that they set for Plaintiffs
systems;
b. Destroy all written and electronic copies of each and every
consumer record or correspondence captured by way of the Backdoor Access;
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c. Provide a list of every person, whether or not they work for the
Joybird Defendants or any of its agents, consultants, contractors, subsidiaries, or
attorneys, who has had access to or been in possession of Plaintiff’s
communications, emails, trade secrets, or other confidential information;
2. Compensatory damages in the amount of the greater of:
a. the sum of the actual damages suffered by the Plaintiff and any
profits made by the Joybird Defendants as a result of the
violations alleged herein; or
b. statutory damages of whichever is the greater of $ 100 a day for
each day of violation or $ 10,000.
3. Punitive damages, in an amount subject to proof at trial;
4. For Plaintiff’s costs of suit actually incurred, including its reasonable
attorneys’ fees; and
5. For such other or further relief as the Court deems just and proper.

As to the Third Claim For Relief
1. Compensatory damages in an amount subject to proof at trial, but
estimated at no less than two million dollars ($2,000,000);
2. For exemplary and punitive damages in an amount subject to proof at
trial;
3. Disgorgement to Plaintiff of all sums by which the Joybird Defendants
were unjustly enriched that are not otherwise taken into account in computing
damages for actual loss, subject to proof at trial. To the extent that said sums are not
readily ascertainable, Plaintiff reserves its right to seek recovery of a reasonable
royalty.
4. An Injunction prohibiting the further misappropriation and/or use of the
Trade Secrets;
5. For Plaintiff’s costs of suit actually incurred, including its reasonable
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attorneys’ fees to the maximum extent allowable by law; and
6. For such other or further relief as the Court deems just and proper.

As to the Fourth Claim For Relief
1. Compensatory damages in an amount subject to proof at trial, but
estimated at no less than one million five hundred thousand dollars ($1,500,000);
2. For exemplary and punitive damages in an amount subject to proof at
trial;
3. An Injunction prohibiting further interference by the Joybird
Defendants, and each of them;
4. For Plaintiff’s costs of suit actually incurred; and
5. For such other or further relief as the Court deems just and proper.

As to the Fifth Claim For Relief
1. Restitution to Plaintiff in an amount subject to proof at trial;
2. An Injunction enjoining and restraining the Joybird Defendants from
their continued wrongful acts, as alleged, and to return or destroy all copies of
Plaintiff’s Confidential Information and Trade Secrets in their possession, custody,
or control; and
3. For such other or further relief as the Court deems just and proper.

As to the Sixth Claim For Relief
1. Restitution to Plaintiff in an amount subject to proof at trial;
2. An Injunction enjoining and restraining the defendants from their
continued wrongful acts, as alleged, and to return or destroy all copies of Plaintiff’s
Confidential Information and Trade Secrets in their possession, custody, or control;
and
3. For such other or further relief as the Court deems just and proper.
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As to the Seventh Claim For Relief
1. For actual damages according to proof;
2. Alternatively, for royalties equal to a reasonable percentage of the
revenue received by the defendants from their use of Plaintiff’s Confidential
Information and Trade Secrets;
3. For exemplary and punitive damages in an amount subject to proof at
trial;
4. For an injunction requiring the return and/or destruction of all
misappropriated Trade Secrets;
4. For such other or further relief as the Court may deem proper.

As to the Eighth Claim For Relief
1. Compensatory damages in an amount subject to proof at trial, but
estimated at no less than two million dollars ($2,000,000);
2. For Plaintiff’s costs of suit actually incurred;
3. For imposition of a constructive trust on the proceeds earned from the
defendant’s breaches of contract;
4. Specific performance, whereby all intellectual property created while in
Plaintiff’s employ – e.g., the Joybird name, joybird.com domain name, Joybird
Website, and any and all Engineering Schematics, Frame Designs, and Fabric
Designs – are turned over to Plaintiff; and
5. For such other or further relief as the Court deems just and proper.

As to the Ninth Claim For Relief
1. Compensatory damages in an amount subject to proof at trial, but
estimated at no less than two million dollars ($2,000,000);
2. For exemplary and punitive damages in an amount subject to proof at
trial;
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3. For Plaintiff’s costs of suit actually incurred; and
4. For such other or further relief as the Court deems just and proper.

As to the Tenth Claim For Relief
1. Compensatory damages in an amount subject to proof at trial, but
estimated at no less than two million dollars ($2,000,000);
2. For Plaintiff’s costs of suit actually incurred;
3. For imposition of a constructive trust on the proceeds earned from the
defendant’s breaches of contract;
4. Specific performance, whereby all intellectual property created while in
Plaintiff’s employ – e.g., the Joybird name, joybird.com domain name, Joybird
Website, and any and all Engineering Schematics, Frame Designs, and Fabric
Designs – are turned over to Plaintiff; and
5. For such other or further relief as the Court deems just and proper.

As to the Eleventh Claim For Relief
1. Compensatory damages in an amount subject to proof at trial, but
estimated at no less than two million dollars ($2,000,000);
2. For exemplary and punitive damages in an amount subject to proof at
trial;
3. For Plaintiff’s costs of suit actually incurred; and
4. For such other or further relief as the Court deems just and proper.

As to the Twelfth Claim For Relief
1. Compensatory damages in an amount subject to proof at trial, but
estimated at no less than two million dollars ($2,000,000);
2. For Plaintiff’s costs of suit actually incurred;
3. For imposition of a constructive trust on the proceeds earned from the
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defendant’s breaches of contract;
4. Specific performance, whereby all intellectual property created while in
Plaintiff’s employ – e.g., the Joybird name, joybird.com domain name, Joybird
Website, and any and all Engineering Schematics, Frame Designs, and Fabric
Designs – are turned over to Plaintiff; and
5. For such other or further relief as the Court deems just and proper.

As to the Thirteenth Claim For Relief
1. Compensatory damages in an amount subject to proof at trial, but
estimated at no less than two million dollars ($2,000,000);
2. For exemplary and punitive damages in an amount subject to proof at
trial;
3. For Plaintiff’s costs of suit actually incurred; and
4. For such other or further relief as the Court deems just and proper.

As to the Fourteenth Claim For Relief
1. Compensatory damages in an amount subject to proof at trial, but
estimated at no less than two million dollars ($2,000,000);
2. For Plaintiff’s costs of suit actually incurred;
3. For imposition of a constructive trust on the proceeds earned from the
defendant’s breaches of contract;
4. Specific performance, whereby all intellectual property created while in
Plaintiff’s employ – e.g., the Joybird name, joybird.com domain name, Joybird
Website, and any and all Engineering Schematics, Frame Designs, and Fabric
Designs – are turned over to Plaintiff; and
5. For such other or further relief as the Court deems just and proper.
/ / /
/ / /
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As to the Fifteenth Claim For Relief
1. Compensatory damages in an amount subject to proof at trial, but
estimated at no less than two million dollars ($2,000,000);
2. For exemplary and punitive damages in an amount subject to proof at
trial;
3. For Plaintiff’s costs of suit actually incurred; and
4. For such other or further relief as the Court deems just and proper.

As to the Sixteenth Claim For Relief
1. Compensatory damages in an amount subject to proof at trial, but
estimated at no less than two million dollars ($2,000,000);
2. For exemplary and punitive damages in an amount subject to proof at
trial;
3. For Plaintiff’s costs of suit actually incurred; and
4. For such other or further relief as the Court deems just and proper.

As to the Seventeenth Cause of Action (Trademark Infringement):
1. For an injunction under 15 U.S.C.A. § 1116, enjoining and restraining
the Joybird Defendants and McGuire, and their respective agents, servants and
employees from directly or indirectly using the Trademarks or any other mark,
word, or name similar to Plaintiff's marks which is likely to cause confusion,
mistake or to deceive;
2. For an order under 15 U.S.C.A. 1118, order that all labels, signs, prints,
packages, wrappers, receptacles, and advertisements in the possession of defendants
bearing the Trademarks and all plates, molds, matrices and other means of making
the same, shall be delivered up and destroyed;
3. For all of McGuire and the Joybird Defendants’ profits derived from
their infringement of the Trademarks;
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4. Compensatory damages in an amount subject to proof at trial, but
estimated at no less than two million dollars ($2,000,000).
5. For three times the amount of Plaintiff’s actual damages caused by
McGuire and the Joybird Defendants’ infringement;
6. That this is an exceptional case and that Plaintiff be awarded its
reasonable attorney's fees;
7. For imposition of a constructive trust on the Trademarks, and the
proceeds derived from Defendants’ use of those trademarks.

As to the Eighteenth Claim For Relief
1. Compensatory damages in an amount subject to proof at trial;
2. For exemplary and punitive damages in an amount subject to proof at
trial;
3. For imposition of a constructive trust on Plaintiff’s Property, and the
proceeds derived from McGuire and the Joybird Defendants’ use of Plaintiff’s
Property.
4. For Plaintiff’s costs of suit actually incurred; and
5. For such other or further relief as the Court deems just and proper.
Dated: May 19, 2014 RESCH POLSTER & BERGER LLP



By: /S/
ANDREW V. JABLON
Attorneys for Versa Products, Inc.

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462838.1 41

DEMAND FOR JURY TRIAL
Plaintiff hereby demands a trial by jury in this action.

Dated: May 19, 2014 RESCH POLSTER & BERGER LLP



By: /S/
ANDREW V. JABLON
Attorneys for Versa Products, Inc.


Case 2:14-cv-03855 Document 1 Filed 05/19/14 Page 41 of 53 Page ID #:41





EXHIBIT 1
Case 2:14-cv-03855 Document 1 Filed 05/19/14 Page 42 of 53 Page ID #:42
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into by and between Alejando Del Toro
(hereinafter "Employee") and Versa Products, Inc (hereinafter referred to as "Employer")
as of this 21st of July, 2011 In consideration of his continued employment, Employee
hereby acknowledges and agrees as follows:
l. At-Will Employment. Employee's employment with Employer is at-will,
which means that the employment relationship may be terminated by Employee or
Employer at any time, with or without notice, and for any reason not prohibited by law.
There is no agreement - express or implied - between Employer and Employee for
employment for a specified period of time. Nothing in this agreement shall be construed
as a promise that Employee's employment will be continuing or for a long term, or that
Employee's employment will terminate only under particular circumstances. Employee's
at-will status cannot be modified by conduct or oral or written representations of any
director, officer, employee or agent of Employer, or by any statements contained in the
Employer's policies or any other materials generated by Employer or any of its directors,
officers, employees and/or agents. Employee's at-will status may only be modified by a
written agreement signed by both the Employee and Human Resources Representative or
President, which expressly states that the employment relationship is no longer at-will.
2. Conflicts of Interest. Employee shall perform his/her duties and
responsibilities hereunder efficiently and to the best of Employee's abilities and solely for
the benefit of Employer. During the term of this agreement, Employee shall refrain from
engaging in any business activities, pursued for gain, profit or other pecuniary advantage
that are directly competitive with the activities of Employer.
3. Employment Policies. Employee agrees to comply with Employer's
policies and procedures. To the extent there is a conflict between this agreement and
Employer's written policies and procedure, this agreement controls.
4. Confidential, Proprietary and Trade Secret Information.
A. Employee acknowledges that in performing services for Employer,
he or she will have access to and gain knowledge of certain information that the
Employee and Employer agree is proprietary and confidential. That information
includes, but is not limited to, the business strategies of Employer, Employer's
organizational systems and method of operation, marketing materials and strategies,
confidential personnel information, customer and supplier lists, potential-leads customer
lists, other confidential information relating to Employer's customers such as contract
terms, manufacturing, production and/or design techniques, product designs, original
software, pricing and cost information, information concerning the financial condition of
Employer, and extraordinary training and education. All of such information is hereafter
referred to as "Trade Secrets."
B. Employee acknowledges and agrees that Employer's Trade Secrets
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have been compiled through Employer's ingenuity, time, and expense. Employee further
acknowledges that Employer's Trade Secrets are confidential and not readily accessible
to the public or its competitors, who would be able to derive economic value from them.
Employee further acknowledges that Employer takes reasonable steps to safeguard the
confidentiality of its Trade Secrets and to prevent the disclosure of such Trade Secrets to
competitors or other third-parties, including the execution of agreements such as this.
C. Employee agrees that all Trade Secrets disclosed to Employee or
developed or obtained by Employee, either directly or indirectly, in the course of
Employee'.s work for Employer shall be and remain the sole and exclusive property of
Employer. Employee shall have no right to or interest in such Trade Secrets or in any
information, files, records or documents maintained in connection therewith. Employer
shall have the sole and exclusive ownership of, and right to, and control over, any and all
Trade Secrets or goodwill created by Employee's efforts on behalf of Employer, and all
other instruments, data and information concerning or relating to Employee's business
activities and pursuits during the course of Employee's employment with Employer.
D. Employee agrees that he/she will not for any reason disclose
Employer's Trade Secrets or other confidential and proprietary information to any person
or entity not then employed by and acting on behalf of Employer without the express
written consent of Employer. Employee also agrees not to make any private or personal
record of Employer's Trade Secrets or other confidential or proprietary information, or
otherwise take steps to preserve or record Employers Trade Secrets or other confidential
and proprietary information for use outside the services being rendered to Employer.
E. Employee further agrees that he/she will not use Employer's Trade
Secrets or any other confidential and propriety information belonging to Employer for
any purpose other than work performed by Employee for Employer.
F. This provision shall survive the termination of this Agreement for
any reason.
6. Non-Solicitation of Customers. Employee agrees that during his/her
employment with Employer and for a period of one year following the cessation of
his/her employment, Employee will not directly or indirectly solicit or attempt to solicit
any of Employer's customers or prospective customers for the purpose of providing
services or goods that are competitive to those provided by Employer. This provision
extends to any existing or prospective customers of Employer with which Employee had
material contact during the course of his employment with Employer. Employee will be
deemed to have had "material contact" with a customer or prospective customer: (1) with
whom the Employee had any contact with during the course of his employment with
Employer; (2) whose dealings with Employer are or were coordinated or supervised by
Employee; or (3) about whom Employee has obtained confidential, proprietary or trade
secret information as a result of such Employee's employment with Employer.
7. Non-Solicitation of Employees. Employee agrees that Employer has
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invested substantial time and effort in assembling its present personnel. Employee
therefore agrees that for one year following the cessation of his/her employment,
Employee will not directly or indirectly solicit or recruit, or attempt to solicit or recruit,
any other employee of Employer or its affiliates, or induce or attempt to induce any
employee of Employer to terminate his/her employment with Employer.
8. Assignment of Interest in Inventions.
A. Employee agrees that to the extent he/she develops or conceives any
Invention (as defined below in the footnote) that is a result of his/her work for Employer
(or which relates to the current or future business of Employer or was developed or
conceived using Employer's resources, facilities or proprietary information), that
Invention will be considered a "work made for hire" under international and United
States law, and Employer shall own all rights, title and interest in and to the Invention
and all associated Inventions. This includes all Inventions that Employee might
conceive, develop, or work on, solely or jointly with others, during the period hislher
employment with Employer whether or not the Invention was made at the suggestion of
Employer, and whether or not the Invention was reduced to written description, or any
other tangible form.
B. Employee also agrees that, to the extent his/her Invention is not
considered a "work made for hire," he/she hereby irrevocably assign to Employer without
royalty or any other further consideration, his/her entire right, title and interest in and to
all such Inventions, and all associated patent rights, trade secret rights, mask work rights,
copyrights, and all other intellectual property rights throughout the world ("Intellectual
Property"). USA may assign such right to any of its successors in interest or others.
(This assignment does not apply to any Invention which qualifies fully for exemption
from assignment under the provisions of Section 2870 of the California Labor Code.
That section applies to any idea, invention or improvement conceived or developed by
Employee on hislher own time without using any equipment, facilities, supplies, or
proprietary information belonging to Employer and which: 1) is not a result of
Employee's work for Employer; or 2) does not relate to the business of Employer or
Employer's actual or demonstrably anticipated research or development.)
C. In the event, Employer decides to incorporate into its business or
further develop Employee's Invention, Employee agrees to fully cooperate with
Employer in any way that Employer deems necessary to protect its rights and interest and
to sign, at Employer's request in the future and at no expense to Employee, any
documents that Employer considers necessary to protect its rights and interest, including,
but not limited to, any U.S. and/or foreign patent, copyright or trademark applications or
submissions pertaining to Employee's Invention. During the term of Employee's
employment with Employer, Employee will do the foregoing acts for no additional
compensation. After the termination of this agreement for any reason, Employee agrees
to perform the foregoing acts for actual expenses incurred and a reasonable hourly wage,
which is not to exceed Employee's actual hourly wage during the course of hislher
employment with Employer, for time actually spent assisting Employer.
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· .
D. For the purpose of this agreement, an Invention is deemed to have
been made during the Employee's period of employment if the invention was conceived
or actually first reduced to practice during that period.
E. Employee agrees not to disclose at any time to anyone outside of
Employer, without its prior written consent, any Invention developed or conceived by
Employee during the course hislher employment relationship with Employer, which
Employer has an ownership interest in by virtue of this agreement or Employee's
relationship with Employer.
F. In order to permit Employer to claim rights to which it may be
entitled, Employee agrees to disclose to Employer in confidence (1) all inventions that
Employee makes, either solely or jointly with others, during the term of his employment,
and (2) all patent applications filed by Employee during, or within one year after
termination of his/her employment.
G. Employee acknowledges and agrees that he/she has disclosed in
Exhibit "B" a complete list of all inventions that are proprietary to Employee and that
Employee wants to exclude from the application of this agreement. Employer will
receive and hold all such disclosures in confidence.
H. This provision shall survive the termination of this Agreement for
any reason.
7. Prior Knowledge and Prior Relationships.
A. Employee hereby agrees and acknowledges that he/she has no
agreements, relationships, or commitments to any other person or entity that conflict with
or would prevent Employee from performing any of Employee's obligations to Employer
under this agreement.
B. Employee will not disclose and has not disclosed to Employer and
will not use or induce Employer to use any proprietary or trade secrets information
belonging to third parties. Employee represents and warrants that Employee has returned
all property and confidential or trade secret information belonging to others and is not in
possession of any such confidential or trade secret information that belongs to third
parties.
C. Employee agrees to indemnify, defend and hold harmless Employer
and its officers, directors and employees from any and all claims, damages, costs,
expenses or liability, including reasonable attorneys' fees incurred in connection with or
resulting from any breach or default of the representations and warranties contained in
paragraphs A and B, above.
8. Arbitration.
4
Case 2:14-cv-03855 Document 1 Filed 05/19/14 Page 46 of 53 Page ID #:46
A. In the event of any dispute arising under, out of or involving any provision
of this agreement or any dispute regarding the employee's employment with Employer or
the termination of such employment (with the exception of claims for workers'
compensation, unemployment insurance and any matter within the exclusive jurisdiction
of the California Labor Commissioner), such dispute will be resolved by arbitration, to
the fullest extent permitted by law, pursuant to the provisions of Title 9 of Part III of the
California Code of Civil Procedure, commencing at Section 1280 et seq. (or any
successor or replacement statutes). Arbitration shall be conducted pursuant to the then
current JAMSlEndispute Arbitration Rules and Procedures for Employment Disputes.
Employee and Employer shall each bear their own costs and attorneys' fees at any such
arbitration, except as otherwise required by law. Employer shall bear the cost of the
arbitrator, court reporter, if any, and any incidental costs of the arbitration.
B. Nothing in this policy shall preclude either party from filing a request with
a court of competent jurisdiction for equitable relief, including, but not limited to
injunctive relief, pending resolution of any dispute through the arbitration procedure set
forth herein. Nor shall this policy be construed as precluding employees from filing a
charge or complaint with the Equal Employment Opportunity Commission (EEOC), the
National Labor Relations Board (NLRB) or any other similar state or federal agency
seeking administrative resolution of a dispute or claim. However, any claim that cannot
be resolved administratively through such an agency shall be subject to this arbitration
policy.
C. This provision shall survive the termination of this agreement for any
reason.
9. Return of Information Upon Termination of Employment. If
Employee's employment with Employer ceases for any reason, Employee shall promptly
deliver to Employer:
• All documents and/or electronic data pertaining to
Employee's employment and/or any confidential, proprietary
or Trade Secret information, whether or not prepared by
Employee; and
• A signed copy the Termination Certificate attached as Exhibit
"C. "
Employee shall not retain copies of any written or other tangible material containing any
information concerning or disclosing any proprietary, confidential or trade secret
information belonging to Employer.
5
Case 2:14-cv-03855 Document 1 Filed 05/19/14 Page 47 of 53 Page ID #:47
10. Waiver. Any waiver by either party of a breach of any provision of this
agreement is not a waiver of any other breach of that or any other provision of this
agreement. The failure of a party to insist upon strict adherence to any term of this
agreement on one or more occasions will not be considered a waiver or deprive that party
of the right to later insist upon strict adherence to that term or any other term of this
agreement. Any express waiver of any term or condition of this agreement must be in
writing.
11. Entire Agreement and Modification. This is the entire agreement
between Employer and. Employee regarding the matters discussed herein, and this
agreement supersedes any and all prior agreements regarding these issues. This
agreement may be modified only by a written agreement signed by Employee and the
President of the company.
12. Governing Law. The provisions of this agreement shall be governed by
and construed in accordance with the laws of the State of California without giving effect
to the principles of conflict of laws.
13. Severability. This agreement consists of a series of separate covenants. If
any separate covenant, word or provision of this agreement is found unenforceable it may
be severed from this agreement with the remainder of the agreement remaining in full
force and effect. Moreover, in the event any of the terms of any restrictive covenant
contained herein shall exceed the standards permitted by law as construed by a court of
competent jurisdiction, the same shall be reduced to the maximum permitted by law as
may be necessary to uphold the validity of the covenants set forth herein to the fullest
possible extent.
MY SIGNATURE BELOW ATTESTS TO THE FACT THAT I HAVE READ,
UNDERSTAND, AND AGREE TO BE LEGALL Y BOUND TO ALL OF THE ABOVE
TERMS.
Date: .,{\
--+-+----+--
6
Case 2:14-cv-03855 Document 1 Filed 05/19/14 Page 48 of 53 Page ID #:48
(
EXHIBIT A
EMPLOYER'S WRITTEN NOTIFICATION TO EMPLOYEE OF
LABOR CODE § 2870
In accordance with California Labor Code §2870, you are hereby notified
that your Employment Agreement does not require you to assign to Employer any
Invention that does not relate to your work for Employer, the business of Employer or to
Employer's actual or demonstrably anticipated research or development, and for which no
equipment, supplies, facility or trade secret information of Employer was used and that
you developed entirely on your own time.
The following is the text of California Labor Code §2870:
(a) Any provision in an employment agreement which
provides that an employee shall assign, or offer to assign, any
of his or her rights in an invention to his or her employer shall
not apply to an invention that the employee developed
entirely on his or her own time without using the 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
the employer.
(b) To the extent a provision in an employment agreement
purports to require an employee to 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.
I hereby acknowledge receipt oft
Date: 1( VL L 1
I  
7
Case 2:14-cv-03855 Document 1 Filed 05/19/14 Page 49 of 53 Page ID #:49
EXHIBITB
PRIOR INVENTIONS AND AGREEMENTS
1. I acknowledge that I have not conceived, made, or reduced to
practice (alone or jointly with others) any Inventions other than the following, which are
excluded from application of this agreement (if none, so state):
2. I acknowledge that I have no other current or prior agreements,
relationships, or commitments that conflict with this agreement or with my relationship
with Employer other than the following:
8
Case 2:14-cv-03855 Document 1 Filed 05/19/14 Page 50 of 53 Page ID #:50





EXHIBIT 2
Case 2:14-cv-03855 Document 1 Filed 05/19/14 Page 51 of 53 Page ID #:51
VERSA PRODUCTS, INC.
INi'JOVATIVE AMEF<ICAN MANUFACTUf<ING
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement ("Agreement") is entered on March 15, 2011, by and between
hereinafter, known as Versa Products, Inc. and hereinafter, known as Alex Del Toro.
"Confidential Information." For purposes of this Agreement, Confidential Information shall mean
all strategic and development plans; financial conditions; business plans; co-developer identities;
data; business records; customer lists; project records; market reports; employee lists; and
business manuals, policies, and procedures; information relating to processes, technologies, any
information received at Versa Products or theory; and all other information made available to
Alex Del Toro
1. Non-Disclosure Obligations. Employees promises and agrees to rec.eive and hold the
Confidential Information in confidence. Without limiting the generality of the foregoing,
Employee further promises and agrees:
• To protect and safeguard the Confidential Information against unauthorized use,
publication, or disclosure.
• Not to use any of the Confidential Information except for business purposes.
• Not too - directly or indirectly - in any way, reveal, report, publish, disclose,
transfer, or otherwise use any of the Confidential Information except as specifically
authorized by the Company in accordance with this Confidentiality Agreement.
• Not to use any Confidential Information to unfairly compete or obtain an unfair
advantage against the Company in any commercial activity, which may be
comparable to the commercial activity contemplated by the parties in connection with
the business purposes.
• To restrict access to the Confidential Information to those Company officers,
directors, and employees who clearly need such access to carry out the business
purposes.
• To advise each person to whom Employee provides access to any of the Confidential
Information, that such persons are strictly prohibited from making any use,
publishing, or otherwise disclosing to others, or permitting others to use for their
benefit or to the detriment of the Company, any of the Confidential Information, and,
upon request of the Company, to provide the Company with a copy of a written
agreement to that effect signed by such persons.
• To comply with any other reasonable security measures requested in writing by the
Company.
2. Exceptions. The confidentiality obligations hereunder shall not apply to Confidential
Information which: is, or later becomes, public knowledge other than by a breach of the
provisions of this Agreement; is in the possession of the Employee, as evidenced by written
records, or is independently received by the Employee from a third party, with no restrictions
on disclosure.
Page 1 of2
Case 2:14-cv-03855 Document 1 Filed 05/19/14 Page 52 of 53 Page ID #:52
3. Return of Confidential Information. The employee agrees, upon termination of the
relationship or upon the written request of the Company, whichever is earlier, to promptly
deliver the Company all records, notes, and other written, printed, or tangible materials in the
possession of the individual, pertaining to the Confidential Information.
4. No Solicitation of Employees. The Employee agrees that he/she will not, for a period of five
(5) years from the date of this Agreement, initiate contact with the Company's employees in
order to solicit or induce any employee of the Company to terminate an employment
relationship with the Company to accept employment with the Employee.
Company: _______
Company Representative: _________________ _ Date 3117/2011
Signature
Employee:              
Emp loyee: -\----1-:;)1''--1----7''----=-...,-----------------
Date
Page 2 of2
Case 2:14-cv-03855 Document 1 Filed 05/19/14 Page 53 of 53 Page ID #:53

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