Preview
1 KORAY J. BULUT, (SBN 230298)
KBulut@goodwinlaw.com
2 APRIL SUN, (SBN 291633)
ASun@goodwinlaw.com ELECTRONICALLY
3 ASHTON LEE O’HALLORAN, (SBN 331658) F I L E D
AOHalloran@goodwinlaw.com Superior Court of California,
4 GOODWIN PROCTER LLP County of San Francisco
Three Embarcadero Center, Suite 2800 02/14/2022
5 San Francisco, California 94111 Clerk of the Court
Tel.: +1 415 733 6000 BY: BOWMAN LIU
6 Fax: +1 415 677 9041 Deputy Clerk
7 Attorneys for Plaintiff
PARSABLE, INC.
8
9 SUPERIOR COURT OF THE STATE OF CALIFORNIA
10 COUNTY OF SAN FRANCISCO
11
12 PARSABLE, INC., a Delaware corporation, Case No. CGC-22-598061
13 Plaintiff, EXHIBIT A TO COMPLAINT FOR
BREACH OF CONTRACT,
14 v.
INTERFERENCE WITH CONTRACTUAL
15 DAVID LANDRETH, an individual, AND RELATIONS, AND INTENTIONAL
DOES 1-10, INTERFERENCE WITH PROSPECTIVE
16 ECONOMIC ADVANTAGE
Defendant.
17
18
19
20
21
22
23
24
25
26
27
28
GOODWIN PROCTER LLP
ATTORNEYS AT LAW
SAN FRANCISCO
EXHIBIT A TO COMPLAINT
1 Please find Exhibit A to Complaint for Breach of Contract, Intention Interference with
2 Contractual Relations, and Intentional Interference With Prospective Economic Advantage
3 attached hereto.
4
Dated: February 8, 2022 Respectfully submitted,
5
GOODWIN PROCTER LLP
6
7
By:
8 Koray J. Bulut
April Sun
9 Ashton Lee O’Halloran
10
Attorneys for Plaintiff
11 PARSABLE, INC.
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
GOODWIN PROCTER LLP
ATTORNEYS AT LAW
2
SAN FRANCISCO
EXHIBIT A TO COMPLAINT
EXHIBIT A
EXHIBIT A
DocuSign Envelope ID: 8C26D31C-6203-4314-95C0-A8A6F873DA3D
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
The following confirms and memorializes an agreement that Parsable, Inc. a
David Landreth
Delaware corporation (the “Company”) and I, , have had since the
commencement of my employment (which term, for purposes of this agreement, shall be deemed
to include any relationship of service to the Company that I may have had prior to actually
becoming an employee) with the Company in any capacity and that is and has been a material part
of the consideration for my employment by Company:
1. I have not entered into, and I agree I will not enter into, any agreement either written or oral in
conflict with this Agreement or my employment with Company. I will not violate any agreement
with or rights of any third party or, except as expressly authorized by Company in writing hereafter,
use or disclose my own or any third party’s confidential information or intellectual property when
acting within the scope of my employment or otherwise on behalf of Company. Further, I have
not retained anything containing any confidential information of a prior employer or other third
party, whether or not created by me.
2. Company shall own all right, title and interest (including patent rights, copyrights, trade secret
rights, mask work rights, sui generis database rights and all other intellectual property rights of
any sort throughout the world) relating to any and all inventions (whether or not patentable), works
of authorship, mask works, designs, know-how, ideas and information made or conceived or
reduced to practice, in whole or in part, by me during the term of my employment with Company
to and only to the fullest extent allowed by California Labor Code Section 2870 (which is attached
as Appendix A) (collectively “Inventions”) and I will promptly disclose all Inventions to
Company. Without disclosing any third party confidential information, I will also disclose
anything I believe is excluded by Section 2870 so that the Company can make an independent
assessment. I hereby make all assignments necessary to accomplish the foregoing. I shall further
assist Company, at Company’s expense, to further evidence, record and perfect such assignments,
and to perfect, obtain, maintain, enforce, and defend any rights specified to be so owned or
assigned. I hereby irrevocably designate and appoint Company as my agent and attorney-in-fact,
coupled with an interest and with full power of substitution, to act for and in my behalf to execute
and file any document and to do all other lawfully permitted acts to further the purposes of the
foregoing with the same legal force and effect as if executed by me. If I wish to clarify that
something created by me prior to my employment that relates to Company’s actual or proposed
business is not within the scope of the foregoing assignment, I have listed it on Appendix B in a
manner that does not violate any third-party rights or disclose any confidential information.
Without limiting Section 1 or Company’s other rights and remedies, if, when acting within the
scope of my employment or otherwise on behalf of Company, I use or (except pursuant to this
Section 2) disclose my own or any third party’s confidential information or intellectual property
(or if any Invention cannot be fully made, used, reproduced, distributed and
1
LIBC/4929223.1
DocuSign Envelope ID: 8C26D31C-6203-4314-95C0-A8A6F873DA3D
otherwise exploited without using or violating the foregoing), Company will have and I hereby
grant Company a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable
right and license to exploit and exercise all such confidential information and intellectual property
rights.
3. To the extent allowed by law, paragraph 2 includes all rights of paternity, integrity, disclosure and
withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s
rights,” “droit moral,” or the like (collectively “Moral Rights”). To the extent I retain any such
Moral Rights under applicable law, I hereby ratify and consent to any action that may be taken
with respect to such Moral Rights by or authorized by Company and agree not to assert any Moral
Rights with respect thereto. I will confirm any such ratifications, consents and agreements from
time to time as requested by Company.
4. I agree that all Inventions and all other business, technical and financial information (including,
without limitation, the identity of and information relating to customers or employees) I develop,
learn or obtain during the term of my employment that relate to Company or the business or
demonstrably anticipated business of Company or that are received by or for Company in
confidence, constitute “Proprietary Information.” I will hold in confidence and not disclose or,
except within the scope of my employment, use any Proprietary Information. However, I shall not
be obligated under this paragraph with respect to information I can document is or becomes readily
publicly available without restriction through no fault of mine. Upon termination of my
employment, I will promptly return to Company all items containing or embodying Proprietary
Information (including all copies), except that I may keep my personal copies of (i) my
compensation records, (ii) materials distributed to shareholders generally and (iii) this Agreement.
I also recognize and agree that I have no expectation of privacy with respect to Company’s
telecommunications, networking or information processing systems (including, without limitation,
stored computer files, email messages and voice messages) and that my activity and any files or
messages on or using any of those systems may be monitored at any time without notice.
5. Until one year after the term of my employment, I will not encourage or solicit any employee or
consultant of Company to leave Company for any reason (except for the bona fide firing of
Company personnel within the scope of my employment).
6. I agree that during the term of my employment with Company (whether or not during business
hours), I will not engage in any activity that is in any way competitive with the business or
demonstrably anticipated business of Company, and I will not assist any other person or
organization in competing or in preparing to compete with any business or demonstrably
anticipated business of Company.
2
LIBC/4929223.1
DocuSign Envelope ID: 8C26D31C-6203-4314-95C0-A8A6F873DA3D
7. I agree that this Agreement is not an employment contract for any particular term and that I have
the right to resign and Company has the right to terminate my employment at will, at any time, for
any or no reason, with or without cause. In addition, this Agreement does not purport to set forth
all of the terms and conditions of my employment, and, as an employee of Company, I have
obligations to Company which are not set forth in this Agreement. However, the terms of this
Agreement govern over any inconsistent terms and can only be changed by a subsequent written
agreement signed by the President of Company.
8. I agree that my obligations under paragraphs 2, 3, 4 and 5 of this Agreement shall continue in
effect after termination of my employment, regardless of the reason or reasons for termination,
and whether such termination is voluntary or involuntary on my part, and that Company is entitled
to communicate my obligations under this Agreement to any future employer or potential employer
of mine. My obligations under paragraphs 2, 3 and 4 also shall be binding upon my heirs,
executors, assigns, and administrators and shall inure to the benefit of Company, it subsidiaries,
successors and assigns.
9. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance
with the laws of the State of California without regard to the conflict of laws provisions thereof. I
further agree that if one or more provisions of this Agreement are held to be illegal or
unenforceable under applicable California law, such illegal or unenforceable portion(s) shall be
limited or excluded from this Agreement to the minimum extent required so that this Agreement
shall otherwise remain in full force and effect and enforceable in accordance with its terms. This
Agreement is fully assignable and transferable by Company, but any purported assignment or
transfer by me is void. I also understand that any breach of this Agreement will cause irreparable
harm to Company for which damages would not be an adequate remedy, and, therefore, Company
will be entitled to injunctive relief with respect thereto in addition to any other remedies and
without any requirement to post bond.
******
3
LIBC/4929223.1
DocuSign Envelope ID: 8C26D31C-6203-4314-95C0-A8A6F873DA3D
I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT
THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO
PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO
SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN
DUPLICATE, WITH THE UNDERSTANDING THAT THE COMPANY WILL RETAIN ONE
COUNTERPART AND THE OTHER COUNTERPART WILL BE RETAINED BY ME.
7/25/2018
Employee Signature Date
4
LIBC/4929223.1
DocuSign Envelope ID: 8C26D31C-6203-4314-95C0-A8A6F873DA3D
APPENDIX A
California Labor Code Section 2870. Application of provision providing that employee shall
assign or offer to assign rights in invention to employer.
(a) Any provision in an employment agreement which provides that an employee shall assign, or offer
to assign, any of his 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 his 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.
5
LIBC/4929223.1
DocuSign Envelope ID: 8C26D31C-6203-4314-95C0-A8A6F873DA3D
APPENDIX B
PRIOR MATTER
None
6
LIBC/4929223.1