Accommodations Plus International, a wholly-owned subsidiary of Accommodations Plus, Inc. v. Thomas Grupp, Hotel Connections, Ltd.

API’s Business

API is a successful, full-service travel management company that provides crew

accommodation services to the airline and transportation industries.

API was founded in 1984 to deliver cost-effective crew accommodations to the

airline industry.

Today, API provides hotel sourcing, corporate travel services and other travel

management services to more than forty (40) international and domestic airline and

transportation clients.

Two of APT’s most important assets are its strong relationships with its clients and

the innovative technological tools with which it provides an exceptional layover experience for

its clients.

API tirelessly serves its clients around the clock via its account staff and 24/7

Operations Center. API has spent countless personnel hours forging relationships with its

clients. API has invested an untold amount of resources in providing the highest level of service

to its clients, soliciting their feedback, and improving its systems — all so that API can maintain

the trusting client relationships and client goodwill that it has worked years to develop.

In addition to developing personal relationship with clients, API utilizes a number

of proprietary systems to manage client accounts and serve its clients at the highest level. It is

API’s technological advancement that permits it to provide unparalleled service to its clients and

to retain those clients.

API operates an automated online booking engine called HotelExpress, which isstaffed by professional reservations agents and provides clients with access to API's specially-

negotiated rates at more than seventy thousand (70,000) hotels worldwide.

HotelExpress is just one of the proprietary systems developed and utilized by API

in its business. HotelExpress gives API an advantage over its competitors by providing clients

with a convenient means of booking travel online at real-time discounted rates negotiated by

API. HotelExpress stores clients’ prearranged preferences and provides them the assurance of

instant booking confirmation. API's proprietary technology makes these features possible.

API also provides its clients access to its proprietary CrewCare system, an online

tool that is designed so that airline crews can easily access their accommodation information

while they are away from base. Airline crews are provided hotel and local area information,

available benefits and special concessions, as well as online leisure travel booking at specially-

negotiated rates. CrewCare enables airline management to track, manage and report feedback on

accommodations in real time. The CrewCare system is supervised by an API account manager

and is another of API’s proprietary client service tools.

API also utilizes the ACES system, an automated proprietary tool that provides

API’s clients with a full range of crew accommodations. ACES creates monthly hotel and

transportation schedules by pairing optimizers or bidding systems, posting them to secure

supplier websites, and ensuring supplier review and confirmation. ACES also permits day of

operations changes in a manner that ensures crews are always protected. ACES also provides

clients with fully-integrated invoices and general ledger accounting while ensuring that clients

obtain maximum savings and compliance with applicable provisions of Sarbanes Oxley.

Grupp’s Employment with API

On or about May 7, 2008, API hired Grupp as its Account Director.17. As the Account Director for API, Grupp was directly responsible for contracts

with clients on behalf of API, from the initial request for proposal through the drafting,

negotiation, execution and renewal of contracts.

Grupp was also responsible for building and maintaining strategic alliances with

clients by collecting pricing information from hotels, reviewing information and making

informed recommendations for clients and managing client complaints and concerns.

Grupp was also responsible for sourcing and procuring vendor relationships

worldwide. Grupp conducted hotel site inspections with clients in order to check for quality and

safety. In addition, he managed budgets and supply chains.

In the course of his employment, Grupp was also responsible for conducting

internal market research for API. Grupp compiled worldwide pricing trend information for API

and its clients in order to ascertain the state of the market.

In connection with his employment with API, Grupp was granted unfettered

access to API's client information, including detailed client contact information and detailed

information regarding client preferences and needs. Such information would not be publicly

available and had been developed by API over time and through a great expenditure of resources,

Grupp had regular, intensive contact with API’s clients. As the Account

Manager, he was integral to API’s efforts to establish relationships with new and potential clients

and to maintain existing client relationships. The relationships Grupp established with clients on

behalf of API were made possible by API’s decades of extensive work in the industry and API's

substantial investment of company resources in client development and technology.

In connection with his employment with API, Grupp was also granted unfettered

access to API’s proprietary technology systems, including HotelExpress, CrewCare and ACES.Grupp needed access to these systems in order to explain API’s services to prospective clients

and to address the ongoing concerns of API’s existing clients.

Grupp acquired more than a passing familiarity with API’s proprietary

technology during the course of his employment. He acquired extensive confidential

information regarding the particular technical specifications of API’s proprietary systems and the

mechanisms by which API achieves its industry-leading programs.

The Confidential Information and Competitive Activity Agreement

In connection with his employment, Grupp executed a Confidential Information

and Competitive Activity Agreement (the “Agreement”). (See Agreement, annexed hereto as

Exhibit A.)

Inthe Agreement, Grupp acknowledged that he would have access to API’s

Confidential Information, defined as:

financial, organizational and operational information, pricing

information, contractual relationships, investor and client

information, information relating to the performance of any API

account, and any other information that could reasonably be expected

to prove harmful to API or any API-related entity, including without

limitation, any information that could reasonably be expected to aid

a competitor or potential competitor, but shall not include information

generally available to be public.

Grupp further agreed not to disclose any Confidential Information during his employment or at

any time thereafter without the express written consent of API, and agreed not to “copy, transmit,

reproduce, summarize, quote or make any commercial or other use whatsoever of Confidential

Information.”

Inthe Agreement Grupp agreed to a reasonable, limited restriction on his

employment activity for one (1) year following the termination of his employment with API.Pursuant to the Agreement, Grupp agreed not to “[p]erform travel management services provided

by API or any of its affiliated entities for a travel management company which competes with

API.”

Grupp also agreed not to “[i]nterfere with or induce any existing airline Client to

discontinue any business relationship with API or its affiliated entities” for one (1) year

following the termination of his employment with API.

Because of the intensive client-contact involved in Grupp’s employment with API

and the extensive nature of his knowledge of API’s Confidential Information, Grupp

acknowledged that any violation of the Agreement would constitute irreparable harm to API for

which there is no adequate remedy at law.

In the Agreement, AP] is entitled to “an injunction, restraining order or other

equitable relief in favor of API, without the necessity of posting a bond, restraining you [Grupp]

from committing or continuing to commit any such violation” without waiving API's right to any

other remedy API may have at law or equity.

31, On or about July 3. 2012, Grupp was terminated ftom his employment with API.

Hotel Connections

Shortly after Grupp was terminated, AP] learned that he was in violation of the

Agreement in several respects.

Grupp pursued positions with API’s direct competitors. Grupp applied for

positions with API's direct competitors based on his extensive client contacts and the in-depth

Confidential Information that he obtained while working at API.

Upon information and belief, in the course of applying for employment with

API's direct competitors, Grupp made unauthorized disclosures of API’s ConfidentialInformation.

| Grupp applied for a position with Hotel Connections, a travel management

company that is a direct competitor with API.

On or about August 7, 2012, counsel for API advised Hotel Connections that

Grupp was restricted by the Agreement and detailed the relevant terms thereof.

After August 7, 2012, Hotel Connections was on notice that Grupp was prohibited

by the terms of the Agreement from disclosing API’s proprietary and Confidential Information,

from performing travel management services in direct competition with API for one year, and

from inducing API’s existing clients to discontinue their relationship with API.

Upon information and belief, Grupp pursued a position with Hotel Connections

based on representations that he would convince API’s clients to discontinue their relationship

with API and to establish a relationship with Hotel Connections.

39, Upon information and belief, Grupp pursued a position with Hotel Connections

based on representations that he would provide Hotel Connections with API’s proprietary and

Confidential Information, thereby giving Hotel Connections a competitive edge against API.

Upon information and belief, and despite being advised of the restrictions on

Grupp’s employment, Hotel Connections hired Grupp.

Upon information and belief, Grupp is now employed by Hotel Connections and

continues to be in violation of the Agreement by disclosing API’s Confidential Information,

performing travel management services in direct competition with API, and attempting to induce

APIs existing clients to discontinue their relationship with API.

Upon information and belief, Grupp has already divulged to Hotel Connections

significant proprietary and Confidential Information, including but not limited to proprietary andconfidential client information belonging to API.

Upon information and belief, Grupp has already used the proprietary and

Confidential Information from API to induce existing customers of API to discontinue their

relationships with API and to do business with Hotel Connections instead.

Hotel Connections’ employment of Grupp has already resulted in significant,

irreparable breaches of the Agreement which can only be cured by the discontinuance of the

employer-employee relationship between Hotel Connections and Grupp.

Causes of Action

Facts Common to All Causes of Action

1. FOR A PRELIMINARY AND PERMANENT INJUNCTION AGAINST GRUPP

AS. AND FOR A SECOND CAUSE OF ACTION FOR A PRELIMINARY AND PERMANENT INJUNCTION AGAINST GRUPP

3. FOR BREACH OF CONTRACT AGAINST GRUPP

4. FOR A MISAPPROPRIATION OF TRADE SECRETS AGAINST GRUPP

5. FOR A PERMANENT INJUNCTION AGAINST HOTEL CONNECTIONS

6. FOR TORTIOUS INTERFERENCE WITH CONTRACT AGAINST HOTEL CONNECTIONS