Preview
1 David A. Peck (SBN 171854)
Chris C. Polychron (SBN 230103)
2 COAST LAW GROUP LLP
1140 South Coast Hwy 101
3
Encinitas, CA 92024
4 Tel.: (760) 942-8505
Fax: (760) 942-8515
5
Attorneys for Plaintiff,
6
MOVE U, INC.
7
SUPERIOR COURT FOR THE STATE OF CALIFORNIA
8 COUNTY OF SAN DIEGO, NORTH COUNTY DIVISION
9
MOVEU HOLDINGS, INC. a Delaware Case No.
10
corporation,
11
Plaintiff, COMPLAINT FOR DECLARATORY
12 JUDGMENT, BREACH OF CONTRACT,
v. AND CONVERSION
13
14 ANDREW DETTELBACH, an individual; [IMAGED FILE]
KATHERINE GOSS, an individual; and DOES
15 1-10, inclusive,
16 Defendants,
17
18 Plaintiff alleges as follows:
19 1. Plaintiff MoveU Holdings, Inc. (“MoveU” or the “Company”) is a Delaware
20 corporation with a principal place of business in Carlsbad, California. MoveU’s business primarily
21 involves its highly effective online program for improving pain, posture, and physical performance
22 (the “Program”), which it actively markets to consumers throughout the United States.
23 2. Defendants Andrew Dettelbach and Katherine Goss (“Defendants”) are individuals who
24 reside in North Carolina. Defendants were employees and stockholders of MoveU. Defendant
25 Dettelbach was also one of the members of MoveU’s Board of Directors.
26 3. Plaintiff is unaware of the true names and capacities of the defendants sued herein as
27 Does 1 through 10 and therefore sues them under such fictitious names. Plaintiff will amend this
28 complaint to allege these defendants’ true names and capacities when ascertained. Plaintiff is
Complaint, p.1
1 informed and believes and thereon alleges that each of the fictitiously named defendants is responsible
2 for the acts and omissions alleged herein; that plaintiff’s damages were proximately caused by these
3 defendants; and that these defendants are liable or are sureties or guarantors for the actions described
4 herein.
5 4. The contracts at issue herein provide for exclusive jurisdiction and venue in this judicial
6 district.
7 5. On or about September 6, 2017, Mr. Dettelbach entered an employment contract and a
8 Confidentiality and Invention Assignment Agreement with MoveU’s predecessor MoveU, Inc.
9 (collectively the “Employment Agreement”). MoveU is the successor and assign of MoveU, Inc.’s
10 interests and obligations under the Employment Agreement. A true and correct copy of the
11 Employment Agreement is attached as Exhibit 1.
12 6. The Employment Agreement provides that:
13 a. Mr. Dettelbach would be employed as the Company’s “Program Developer,”
14 and in that capacity would, among other things, develop and write social media content for the
15 Company.
16 b. Mr. Dettelbach assigns to the Company all “Innovations” that relate to the
17 Company’s business and that are conceived, developed, or reduced to practice during Mr. Dettelbach’s
18 employment. The term “Innovations” means “all discoveries, designs, developments, improvements,
19 inventions, patents, works of authorship, information fixed in any tangible medium of expression, trade
20 secrets, know-how, ideas, mask words, trademarks, services, trade names and trade dress.”
21 d. All “Proprietary Information” belongs to and is the sole property of Company.
22 The term “Proprietary Information” means, among other things, “any information that is confidential
23 or proprietary … pertaining to business of Company, which is identified as confidential at the time of
24 disclosure, including for example information related to Innovations …, methods, … processes, …
25 computer programs, … trade secrets, … names of customers[,] … and any other nonpublic information
26 that has commercial value.”
27 e. Upon termination of the employment, Mr. Dettelbach must deliver to Company
28 all Company property, confidential information, materials, and Proprietary Information.
Complaint, p.2
1 f. During and after his employment, Mr. Dettelbach shall perform all acts the
2 Company deems necessary or desirable to permit and assist the Company in obtaining and enforcing
3 the full benefits and enjoyment of, and rights and title to, the Innovations.
4 g. The Confidentiality and Invention Assignment Agreement inures to the benefit
5 of MoveU, Inc.’s successors and assigns.
6 7. During Mr. Dettelbach’s employment, MoveU and Mr. Dettelbach developed and
7 adopted the name/mark “Shirtless Dude” to market, promote, and identify MoveU’s products and
8 services. MoveU and Mr. Dettelbach implemented this idea by, among other things, promoting
9 MoveU through its “@movueshirtlessdude” Instagram account (the “Instagram Account”).
10 8. In the scope and course of his employment with MoveU, Mr. Dettelbach maintained
11 and operated the Instagram Account for the purpose of promoting MoveU’s business. To that end Mr.
12 Dettelbach used the Account to post videos, photographs, and other content that pertained to and
13 promoted MoveU’s business and Program. The Instagram Account was password protected, and both
14 the password (the “Instagram Password”) and the Account itself were controlled by Mr. Dettelbach in
15 his capacity as MoveU’s Program Director.
16 9. By June 2020 the Instagram Account had more than 80,000 followers (the “Instagram
17 Followers”), most if not all of whom – by choosing to follow the Account - had expressed an interest
18 the types of information and services offered through MoveU’s Program. Accordingly, each of the
19 Instagram Followers was either a potential or actual customer of MoveU.
20 10. The “Shirtless Dude” mark, the Instagram Account, the Instagram Password, and the
21 Instagram Followers are all valuable assets of MoveU. The Instagram Password and the compilation
22 of Instagram Followers (which is accessible through the Account) are confidential, proprietary and
23 nonpublic information that have commercial value, including to MoveU and its competitors.
24 11. On or about June 23, 2020, MoveU and Defendants entered a Memorandum of
25 Understanding (“MOU”) that prescribes terms under which, among other things, Defendants would
26 resign from MoveU, and MoveU would pay Defendants $256,000.00 to acquire, among other rights,
27 Defendants’ stock in the Company. A true and correct copy of the MOU is attached as Exhibit 2.
28
Complaint, p.3
1 12. Defendants were represented by counsel in negotiating the MOU. The MOU reflects
2 that it was immediately binding on the parties, and that the parties understood both its terms and legal
3 effect. Section 13 of the MOU accordingly provides: “This MOU was executed voluntarily without
4 duress or undue influence…. This Parties acknowledge that they have read and understood this MOU
5 and its legal effect. This MOU shall be effective and binding upon mutual execution hereof by all
6 Parties.”
7 13. In connection with MoveU’s purchase of Defendants’ stock in the Company, the MOU
8 expressly incorporates a December 16, 2019 Stockholders Agreement between the parties (the
9 “Stockholders Agreement”). Section 3 of the MOU thus provides: “Pursuant to the terms of the
10 MoveU Holdings, Inc. Stockholders Agreement dated December 16, 2019…, MoveU hereby elects to
11 exercise its rights to purchase [Defendants’ stock] on the terms and conditions set forth therein, except
12 as otherwise expressly modified herein.” Section 12 of the MOU further provides that the parties shall
13 carry out the purchase and sale of Defendants’ stock through a Stock Purchase Agreement that “shall
14 … be consistent with the Stockholders Agreement.” A true and correct copy of the Stockholders
15 Agreement is attached hereto as Exhibit 2.
16 14. Paragraph 13.3 of the Stockholders Agreement, entitled “Noncompetition,” provides
17 that a party who sells its MoveU shares pursuant to the Stockholders Agreement “will not, at any time
18 within the 3-year period immediately following the close of the purchase, directly or indirectly engage
19 in … any activity that is the same as, similar to, or competitive with any activity engaged in by the
20 Company … in any geographic area in which the Company … is actively engaged in such activity”
21 (the “Noncompetition Obligation”).
22 15. Section 4 of the MOU provides that Defendants shall cooperate in carrying out the
23 orderly transfer of Defendants’ stock to MoveU, and in returning/transmitting to MoveU all Company
24 assets and information in Defendants’ possession.
25 16. Section 8 of the MOU prohibits the parties from disparaging each other for a period of
26 three years.
27
28
Complaint, p.4
1 17. Pursuant to the MOU, Defendants have resigned from the Company, and Plaintiff has
2 requested Defendants’ cooperation in preparing and executing the instruments necessary to carry out
3 the transfer of Defendants’ stock to MoveU.
4 18. In breach of the MOU, however, Defendants have failed and refused to provide such
5 cooperation or to proceed with the transfer of their stock, and have instead suggested that neither the
6 MOU nor the Noncompetition Obligation can be enforced against them. Plaintiff is informed and
7 believes and thereon alleges that Defendants have opportunistically asserted these positions to gain
8 leverage for their demands for additional and unbargained-for concessions from MoveU.
9 19. In further breach of the MOU, Defendants have failed and refused to cooperate in
10 returning certain items of Company property to MoveU, including two Company computers, a camera,
11 signage, and a gimble that remain in Defendants’ possession (collectively the “Physical Property”).
12 20. Since resigning from MoveU, Defendant Dettelbach has further breached his contracts
13 with and tortiously wronged MoveU in the following ways.
14 a. Mr. Dettlebach breached the MOU by disparaging MoveU. As an example, on
15 or about August 12, 2020, Mr. Dettelbach directed a written message to a recent MoveU hire in which
16 Mr. Dettelbach stated: “To the new artist at moveu, I send you protection and pray you don’t receive
17 the kind of mistreatment many of us faced.” As a further example, on or about August 12, 2020, Mr.
18 Dettelbach reposted on Instagram a 26-minute long video in which a former MoveU employee
19 disparaged MoveU and its President and urged viewers to solicit MoveU’s employees and hire them
20 away from MoveU. These communications by Mr. Dettelbach were intended to cause and have caused
21 significant injury to MoveU.
22 b. In breach/violation of the MOU, the Employment Agreement, and MoveU’s
23 rights, Mr. Dettelbach has misappropriated, converted for his own use, and failed to deliver to MoveU
24 the Instagram Account, the Instagram Password, the Instagram Followers, and the “Shirtless Dude”
25 name/mark.
26 c. In addition, instead of delivering these Company assets to MoveU upon his
27 resignation, Mr. Dettelbach has used and continues to use them to unlawfully and unfairly compete
28 with MoveU. For example, after changing the Instagram Account’s name from
Complaint, p.5
1 “@moveushirtlessdude” to “@the.shirtlessdude,” Mr. Dettelbach has continued to use the Account to
2 post physical education-related videos and photographs of the kind used in MoveU’s Program and
3 marketing materials, and he has done so for commercial purposes and to promote a variety of health
4 and fitness products to MoveU’s Instagram Followers throughout the United States.
5 First Cause of Action
6 (Declaratory Relief)
7 21. MoveU incorporates all prior allegations as if set forth in full.
8 22. MoveU contends that: (a) the MOU is a valid and binding contract that incorporates
9 terms of the Stockholders Agreement; (b) the MOU and the Noncompetition Obligation are
10 enforceable against Defendants; (c) the Instagram Account, the Instagram Password, the Instagram
11 Followers, the “Shirtless Dude” name/mark, and the Physical Property belong to and are the sole
12 property of MoveU; and (d) Defendant Dettelbach has no right to continue using these Company
13 assets.
14 23. MoveU is informed and believes and thereon alleges that Defendants dispute these
15 contentions.
16 24. MoveU accordingly seeks a judicial declaration that the MOU is a valid contract; that
17 the MOU incorporates the Noncompetition Obligation and other terms of the Stockholders Agreement;
18 that the MOU and the Noncompetition Obligation are enforceable against Defendants; that the
19 Instagram Account, the Instagram Password, the Instagram Followers, and the “Shirtless Dude”
20 name/mark belong to and are the sole property of MoveU; and that Mr. Dettelbach has no right to
21 continue using these Company assets.
22 Second Cause of Action
23 (Breach of the MOU – Against All Defendants)
24 25. MoveU incorporates all prior allegations as if set forth in full.
25 26. The MOU is a valid and enforceable contract.
26 27. Plaintiff has performed all material obligations under the MOU. There are no
27 unfulfilled conditions of Defendants’ obligations under the MOU.
28
Complaint, p.6
1 28. As alleged above, Defendants have breached the MOU by (i) failing and refusing to
2 proceed with the transfer of their stock in the Company to MoveU, (ii) refusing to cooperate with
3 Plaintiff in preparing and executing the instruments necessary to carry out the transfer of Defendants’
4 stock in the Company to MoveU, and (iii) failing and refusing to cooperate in returning certain items
5 of Company property to MoveU, including the Physical Property.
6 29. Defendant Dettelbach has further breached the MOU by disparaging MoveU.
7 30. Defendant Dettelbach has further breached the MOU by failing and refusing to
8 cooperate in delivering and transmitting to MoveU the Instagram Account, the Instagram Password,
9 the Instagram Followers, and the “shirtlessdude” name/mark (including as incorporated in the
10 username for the Instagram Account), and by instead converting and misappropriating these Company
11 assets for his own use.
12 31. Defendant Dettelbach has further breached the Noncompetition Obligation.
13 32. As a result of Defendants’ breaches, Plaintiff has suffered damages in an amount to be
14 proven at trial that exceeds $50,000.00. Plaintiff is further entitled to an order compelling Defendants
15 to perform their obligations under the MOU and Stockholders Agreement, and enjoining Defendant
16 Dettelbach from using MoveU’s assets and competing with MoveU.
17 Third Cause of Action
18 (Breach of the Employment Agreement – Against Defendant Dettelbach)
19 33. MoveU incorporates all prior allegations as if set forth in full.
20 34. The Employment Agreement is a valid and enforceable contract.
21 35. Plaintiff has performed all material obligations under the Employment Agreement.
22 There are no unfulfilled conditions of Defendant Dettelbach’s obligations under this contract.
23 36. Defendant Dettelbach has breached the Employment Agreement: (i) by failing and
24 refusing to deliver to MoveU the Instagram Account, the Instagram Password, the Instagram
25 Followers, and the “shirtlessdude” name/mark (including as incorporated in the username for the
26 Instagram Account); (ii) by failing to permit Company to obtain and to assist Company in obtaining
27 the full benefits, enjoyment, right and title to these Company assets; and (iii) by instead converting and
28 misappropriating these Company assets for his own use.
Complaint, p.7
1 37. As a result of Defendant’s breaches, Plaintiff has suffered damages in an amount to be
2 proven at trial that exceeds $50,000.00. Plaintiff is further entitled to an order compelling Mr.
3 Dettelbach to specifically perform his continuing obligations under the Employment Agreement, and
4 enjoining Mr. Dettelbach from continuing to use MoveU’s property.
5 Fourth Cause of Action
6 (Conversion – Against All Defendants)
7 38. MoveU incorporates all prior allegations as if set forth in full.
8 39. MoveU owns and is entitled to possession of the Physical Property and the Instagram
9 Account.
10 40. Since resigning from MoveU, Defendants have intentionally, wrongfully, and without
11 consent misappropriated and converted the Physical Property for their own use and benefit.
12 41. Since resigning from MoveU, Defendant Dettelbach has intentionally, wrongfully, and
13 without consent converted the Instagram Account for his own use and benefit.
14 42. Plaintiff has demanded (and hereby demands again) that the Physical Property and the
15 Instagram Account be turned over and returned to MoveU, but Defendants have failed and refused to
16 do so.
17 43. As a result of Defendant’s wrongful conversion of the Physical Property and the
18 Instagram Account, MoveU (a) has suffered damages in an amount to be proven at trial that exceeds
19 $50,000.00, and (b) is entitled to specific recovery of its property.
20 ///
21 ///
22 ///
23 ///
24 ///
25 ///
26 ///
27 ///
28 ///
Complaint, p.8
1 WHEREFORE, plaintiff prays for judgment as follows:
2 1. For judgment against Defendant on each of the claims set forth above;
3 2. For judgment declaring that (i) the MOU is a valid and enforceable contract; (ii) the
4 MOU incorporates the Noncompetition Obligation; (iii) the MOU and the Noncompetition Obligation
5 are enforceable against Defendants; (iv) the Instagram Account, the Instagram Password, the Instagram
6 Followers, the Physical Property, and the “Shirtless Dude” name/mark belong to and are the sole
7 property of MoveU; and (v) Mr. Dettelbach has no right to continue using these assets;
8 3. For an order compelling Defendants to transfer their stock in the Company to MoveU
9 on the terms and in the manner contemplated by the MOU, and to cooperate in the preparation and
10 execution of the instruments needed to effect this transfer of stock to MoveU;
11 4. For an order compelling Defendants to deliver and transmit to MoveU all Company
12 property (including the Physical Property, the Instagram Account, the Instagram Password, and the
13 “Shirtless Dude” name/mark);
14 5. For an order enjoining enjoining Mr. Dettelbach from competing with MoveU and from
15 using/accessing the Instagram Account, and the “Shirtless Dude” name/mark;
16 6. For compensatory damages in an amount to be proven at trial that exceeds $50,000.00;
17 7. For attorneys’ fees and costs of suit; and
18 8. For such other relief as the Court deems just and proper.
19 Dated: September 4, 2020 COAST LAW GROUP LLP
20
By:
21
Chris Polychron
22 Attorneys for Plaintiff
MoveU, Inc.
23
24
25
26
27
28
Complaint, p.9
EXHIBIT 1
DocuSign Envelope ID: 0978FC38-2493-4876-A121-38B277F9F0C9
@moveu
September 5, 2017
Andrew Dettelbach
810 Brooktree Lane, Apt 190
Vista CA 92081
Dear Mr. Dettelbach,
On behalf of MoveU, Inc. (the “Company”), please let this confirm your employment with the Company, which
commenced September 30, 2016. This letter, together with the Company’s stated policies as set forth in any employee
manual and other related documents and agreements, will govern your employment with the Company.
Your job title is Program Developer. The Company will pay you an annual base salary rate of $72,000 per year, payable
in accordance with the Company’s standard payroll schedule. This compensation rate will be subject to adjustment
pursuant to the Company’s employee compensation policies in effect from time to time. Your job duties will include the
following:
o Build and Update the Program
o Respond to all messages within the program, Private Facebook groups, instant messages, texts, and
emails.
o Develop Social Media content
o Write Social Media Content
o Develop Content for 3rd parties
o Take part in Webinar’s, podcasts, and Facebook Coaching calls each week
o Facilitate Team Happiness to the best of my ability
o Travel to work with high profile clients
o Take part in business meetings, development, and decisions
Presently, your position, which is full-time, is exempt, based upon your job duties.
While you render services to the Company, you will not engage in any other employment, consulting or other business
activity (whether full-time or part-time) that would create a conflict of interest with the Company or that would, directly
or indirectly, constitute your engagement in or participation in any business that is competitive in any manner with the
business of the Company. By signing this letter, you confirm to the Company that you have no contractual commitments
or other legal obligations that would prohibit you from performing your duties for the Company. The Company, in its sole
discretion, may amend, suspend or terminate its employee benefits at any time, with or without notice, and in conformity
with relevant laws. In addition, you will be entitled to paid vacation in accordance with the Company’s vacation policy, as
in effect from time to time.
As a regular employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits to
the extent that you comply with the eligibility requirements of each such benefit plan. You will receive a summary of such
employee benefits.
DocuSign Envelope ID: 0978FC38-2493-4876-A121-38B277F9F0C9
Your continued employment is also contingent upon the successful verification of the information you provided to the
Company during your application process, professional reference checks and a general background check performed by
the Company to confirm your suitability for continued employment. By accepting employment, you warrant that all
information provided by you is true and correct to the best of your knowledge, and you expressly release the Company
from any claim or cause of action arising out of the Company’s verification of such information. You have a right to
review copies of any public records obtained by the Company in conducting this verification process unless you check the
box below. Your employment is contingent upon the Company’s verification that you are permitted to legally work in the
United States. You agree to provide the Company in a timely manner with any and all documentation reasonably
necessary to confirm the foregoing.
Our employment relationship is terminable at will, which means that either you or the Company may terminate your
employment at any time and for any reason or for no reason at all. You acknowledge that irrespective of any commission-
based bonus compensation (if applicable); your employment may be terminable at will and without cause, and that all
rights to earn compensation, including but not limited to commissions, shall cease immediately upon such termination.
This at-will aspect of your employment, which includes the right of the Company to demote, transfer or otherwise
discipline you with or without cause, may not be modified, amended or rescinded except by an individualized written
employment agreement to the contrary signed by you and the Company’s CEO.
Except as required in the performance of your duties, you will not at any time during or after your employment
use, disclose or disseminate any confidential information, or any other information of a secret, proprietary, confidential or
generally undisclosed nature, relating to the Company, or its products, services, clients, methods or procedures. You shall
deliver to the Company any and all copies of confidential information, or other Company property, upon the termination
of the employment relationship, or at any time upon the Company’s request. You will be required, as a condition of your
employment with the Company, to sign the Company’s standard Confidential Information and Invention Assignment
Agreement, a copy of which is attached hereto as Exhibit A.
You represent and warrant to the Company that you are under no obligations or commitments, whether
contractual or otherwise, that are inconsistent with your obligations under this letter. You shall not use or disclose, in
connection with your employment, any trade secrets or other proprietary information or intellectual property in which you
or any other person has any right, title or interest and you confirm that your employment with the Company will not
infringe or violate the rights of any other person. Also, we expect you to abide by any contractual obligations to refrain
from soliciting any person employed by or otherwise associated with any former or current employer. You represent and
warrant to the Company that you have returned all property and confidential information belonging to any prior employer.
Upon your acceptance, this letter will contain the entire agreement and understanding between you and the
Company and supersedes any and all prior and/or contemporaneous agreements and/or understandings, offers,
representations, warranties, or commitments by or on behalf of the Company (oral or written).
If these terms are acceptable, please sign in the space provided below and return this letter to us. We welcome you
to MoveU, Inc.
Sincerely,
DocuSigned by:
~ fLlil::t-
UJ~siLlsilA,
________________________
By: Dr. Mike Wasilisin
DFB169B913E3403
..
Title: CEO
2261 Cosmos Court
Carlsbad, CA 92011
moveu.com Page 2 of 4
DocuSign Envelope ID: 0978FC38-2493-4876-A121-38B277F9F0C9
I HEREBY ACCEPT MOVEU, INC’S EMPLOYMENT UPON THE TERMS AND CONDITIONS SET FORTH
ABOVE.
Dated: __________________ 2017
Employee
I hereby waive my right to receive any public records as described above.
2261 Cosmos Court
Carlsbad, CA 92011
moveu.com Page 3 of 4
DocuSign Envelope ID: 0978FC38-2493-4876-A121-38B277F9F0C9
EXHIBT A
2261 Cosmos Court
Carlsbad, CA 92011
moveu.com Page 4 of 4
DocuSign Envelope ID: 0978FC38-2493-4876-A121-38B277F9F0C9
CONFIDENTIALITY AND
INVENTION ASSIGNMENT AGREEMENT
This CONFIDENTIALITY AND INVENTION is now, or hereafter becomes, through no act
ASSIGNMENT AGREEMENT sets forth in or failure to act on my part, generally known
writing certain understandings and or available to the public; (ii) was acquired
procedures effective as of the date of my by me before receiving such information
employment with MoveU Inc., a California from the Company, without restriction as to
corporation, and its respective subsidiaries, use or disclosure; (iii) is hereafter rightfully
affiliates, successors or assigns furnished to me by a third party, without
(“Company”). restriction as to use or disclosure; or (iv) is
1. Employment. I acknowledge and disclosed with the prior written consent of
agree that my employment with the the Company.
Company is strictly “at-will”, in that at all
I agree to hold the Proprietary Information
times, and under all conditions whatsoever,
in confidence as provided in this Agreement.
either the Company or I can terminate the
Nothing shall prevent me from disclosing
subject employment relationship at any time,
the terms under this Agreement in any legal
with or without prior notice, and for any
proceeding arising from or in connection
reason not prohibited by law.
with this Agreement or disclosing the
2. “Proprietary Information” Proprietary Information to a federal or state
Definition. “Proprietary Information” governmental entity as required by law.
includes (a) any information that is
confidential or proprietary, technical or non- 3. Ownership and Nondisclosure of
Proprietary Information. All Proprietary
technical information pertaining to the
Information is the sole property of
business of Company, which is identified as
Company, Company’s assigns, Company’s
confidential at the time of disclosure,
customers, Company’s suppliers and other
including for example information related to
third parties, as applicable. Company,
Innovations (as defined in Section 4 below),
Company’s assigns, Company’s customers,
methods, techniques, processes, methods,
Company’s suppliers and other third parties,
systems, designs, computer programs,
as applicable, are the sole and exclusive
source documentation, trade secrets,
owners of all patents, copyrights, mask
formulas, development or experimental
works, trade secrets and other rights in and
work, work in progress, forecasts, proposed
to the Proprietary Information. I will not
and future products, marketing plans,
disclose any Proprietary Information to
business plans, names of customers and
anyone outside Company without prior
suppliers and any other nonpublic
authorization. I will disclose Proprietary
information that has commercial value or (b)
Information to those inside Company (i)
any information Company has received from
during my affiliation with the Company in
others that Company is legally obligated to
the ordinary course of performing my duties
treat as confidential or proprietary, which
and (ii) after termination of my employment
may be made known to me by Company, a
for any reason, only as specifically
third party or otherwise that I may learn an
authorized by the Company’s President.
employee of the Company. Notwithstanding
the foregoing, “Proprietary Information” Notwithstanding the foregoing, I may
disclose the Proprietary Information to my
shall not include any information which (i)
professional advisors (including, without
-1-
DocuSign Envelope ID: 0978FC38-2493-4876-A121-38B277F9F0C9
limitation, my attorneys, accountants, Agreement (other than those that have
consultants, bankers, and financial advisors) already been assigned or contributed to the
when such disclosure is necessary and Company).
appropriate under the circumstances and as
long as they are under a duty of 6. Disclosure and Assignment of
confidentiality or have signed agreements Company Innovations. I will promptly
regarding confidentiality. disclose and describe to Company any
Innovations that I, solely or jointly with
Nothing in this Agreement precludes me others, conceive, develop or reduce to
from using and/or disclosing General practice during my employment in the
Knowledge. “General Knowledge” means Company that relates to the business of
generalized know-how, ideas, concepts, Company (the “Company Innovations”). I
processes, information or techniques related hereby do and will assign to Company or
to Proprietary Information that are retained Company’s designee all my right, title, and
solely in intangible form in my unaided interest in and to any and all Company
memory. Innovations. To the extent any of the rights,
title and interest in and to Company
If I have any questions as to whether Innovations cannot be assigned by me to
information constitutes Proprietary Company, I hereby grant to Company an
Information, or to whom, if anyone, inside exclusive, royalty-free, transferable,
Company, any Proprietary Information may irrevocable, worldwide license (with rights
be disclosed, I will consult with the to sublicense through multiple tiers of
President of the Company. sublicensees) to practice such non-
assignable rights, title and interest. To the
4. “Innovations” Definition. In this extent any of the rights, titleand interest in
Agreement, “Innovations” means all and to Company Innovations can neither be
discoveries, designs, developments, assigned nor licensed by me to Company, I
improvements, inventions, patents, works of hereby irrevocably waive and agree never to
authorship, information fixed in any tangible assert such non-assignable and non-
medium of expression, trade secrets, know- licensable rights, title and interest against
how, ideas, mask works, trademarks, service Company or any of Company’s successors
marks, trade names and trade dress. in interest. This Section 6 shall not apply to
any Innovations that do not relate, at the
5. Disclosure and License of Prior time of conception, reduction to practice,
Innovations. I have listed on Exhibit B creation, derivation, development or making
attached hereto all Innovations relating in of such Innovation to Company’s business
any way to Company’s business or or actual or demonstrably anticipated
demonstrably anticipated research and research, development or business.
development or business, which were
conceived, reduced to practice, created, 7. Records. I agree to keep and
derived, developed, or made by me prior to maintain adequate and current written
my employment with the Company and not records of all Innovations made by me
already assigned or contributed to the (solely or jointly with others) during the
Company (collectively, the “Prior term of my employment with the Company.
Innovations”). If nothing is listed on The records will be in the form of notes,
Exhibit B, I represent that there are no Prior sketches, drawings, and any other format
Innovations at the time of signing this that may be specified by the Company. The
-2-
DocuSign Envelope ID: 0978FC38-2493-4876-A121-38B277F9F0C9
records will be available to and remain the an interest and is irrevocable as long as this
sole property of the Company at all times. Agreement remains in effect.
8. Works for Hire. I acknowledge that 11. Return of Materials. At any time
all original works of authorship which are upon Company’s request, I will return all
made by me (solely or jointly with others) materials (including, without limitation,
which are protectable by copy
Preview
1 David A. Peck (SBN 171854) Chris C. Polychron (SBN 230103) 2 COAST LAW GROUP LLP 1140 South Coast Hwy 101 3 Encinitas, CA 92024 4 Tel.: (760) 942-8505 Fax: (760) 942-8515 5 Attorneys for Plaintiff, 6 MOVE U, INC. 7 SUPERIOR COURT FOR THE STATE OF CALIFORNIA 8 COUNTY OF SAN DIEGO, NORTH COUNTY DIVISION 9 MOVEU HOLDINGS, INC. a Delaware Case No. 10 corporation, 11 Plaintiff, COMPLAINT FOR DECLARATORY 12 JUDGMENT, BREACH OF CONTRACT, v. AND CONVERSION 13 14 ANDREW DETTELBACH, an individual; [IMAGED FILE] KATHERINE GOSS, an individual; and DOES 15 1-10, inclusive, 16 Defendants, 17 18 Plaintiff alleges as follows: 19 1. Plaintiff MoveU Holdings, Inc. (“MoveU” or the “Company”) is a Delaware 20 corporation with a principal place of business in Carlsbad, California. MoveU’s business primarily 21 involves its highly effective online program for improving pain, posture, and physical performance 22 (the “Program”), which it actively markets to consumers throughout the United States. 23 2. Defendants Andrew Dettelbach and Katherine Goss (“Defendants”) are individuals who 24 reside in North Carolina. Defendants were employees and stockholders of MoveU. Defendant 25 Dettelbach was also one of the members of MoveU’s Board of Directors. 26 3. Plaintiff is unaware of the true names and capacities of the defendants sued herein as 27 Does 1 through 10 and therefore sues them under such fictitious names. Plaintiff will amend this 28 complaint to allege these defendants’ true names and capacities when ascertained. Plaintiff is Complaint, p.1 1 informed and believes and thereon alleges that each of the fictitiously named defendants is responsible 2 for the acts and omissions alleged herein; that plaintiff’s damages were proximately caused by these 3 defendants; and that these defendants are liable or are sureties or guarantors for the actions described 4 herein. 5 4. The contracts at issue herein provide for exclusive jurisdiction and venue in this judicial 6 district. 7 5. On or about September 6, 2017, Mr. Dettelbach entered an employment contract and a 8 Confidentiality and Invention Assignment Agreement with MoveU’s predecessor MoveU, Inc. 9 (collectively the “Employment Agreement”). MoveU is the successor and assign of MoveU, Inc.’s 10 interests and obligations under the Employment Agreement. A true and correct copy of the 11 Employment Agreement is attached as Exhibit 1. 12 6. The Employment Agreement provides that: 13 a. Mr. Dettelbach would be employed as the Company’s “Program Developer,” 14 and in that capacity would, among other things, develop and write social media content for the 15 Company. 16 b. Mr. Dettelbach assigns to the Company all “Innovations” that relate to the 17 Company’s business and that are conceived, developed, or reduced to practice during Mr. Dettelbach’s 18 employment. The term “Innovations” means “all discoveries, designs, developments, improvements, 19 inventions, patents, works of authorship, information fixed in any tangible medium of expression, trade 20 secrets, know-how, ideas, mask words, trademarks, services, trade names and trade dress.” 21 d. All “Proprietary Information” belongs to and is the sole property of Company. 22 The term “Proprietary Information” means, among other things, “any information that is confidential 23 or proprietary … pertaining to business of Company, which is identified as confidential at the time of 24 disclosure, including for example information related to Innovations …, methods, … processes, … 25 computer programs, … trade secrets, … names of customers[,] … and any other nonpublic information 26 that has commercial value.” 27 e. Upon termination of the employment, Mr. Dettelbach must deliver to Company 28 all Company property, confidential information, materials, and Proprietary Information. Complaint, p.2 1 f. During and after his employment, Mr. Dettelbach shall perform all acts the 2 Company deems necessary or desirable to permit and assist the Company in obtaining and enforcing 3 the full benefits and enjoyment of, and rights and title to, the Innovations. 4 g. The Confidentiality and Invention Assignment Agreement inures to the benefit 5 of MoveU, Inc.’s successors and assigns. 6 7. During Mr. Dettelbach’s employment, MoveU and Mr. Dettelbach developed and 7 adopted the name/mark “Shirtless Dude” to market, promote, and identify MoveU’s products and 8 services. MoveU and Mr. Dettelbach implemented this idea by, among other things, promoting 9 MoveU through its “@movueshirtlessdude” Instagram account (the “Instagram Account”). 10 8. In the scope and course of his employment with MoveU, Mr. Dettelbach maintained 11 and operated the Instagram Account for the purpose of promoting MoveU’s business. To that end Mr. 12 Dettelbach used the Account to post videos, photographs, and other content that pertained to and 13 promoted MoveU’s business and Program. The Instagram Account was password protected, and both 14 the password (the “Instagram Password”) and the Account itself were controlled by Mr. Dettelbach in 15 his capacity as MoveU’s Program Director. 16 9. By June 2020 the Instagram Account had more than 80,000 followers (the “Instagram 17 Followers”), most if not all of whom – by choosing to follow the Account - had expressed an interest 18 the types of information and services offered through MoveU’s Program. Accordingly, each of the 19 Instagram Followers was either a potential or actual customer of MoveU. 20 10. The “Shirtless Dude” mark, the Instagram Account, the Instagram Password, and the 21 Instagram Followers are all valuable assets of MoveU. The Instagram Password and the compilation 22 of Instagram Followers (which is accessible through the Account) are confidential, proprietary and 23 nonpublic information that have commercial value, including to MoveU and its competitors. 24 11. On or about June 23, 2020, MoveU and Defendants entered a Memorandum of 25 Understanding (“MOU”) that prescribes terms under which, among other things, Defendants would 26 resign from MoveU, and MoveU would pay Defendants $256,000.00 to acquire, among other rights, 27 Defendants’ stock in the Company. A true and correct copy of the MOU is attached as Exhibit 2. 28 Complaint, p.3 1 12. Defendants were represented by counsel in negotiating the MOU. The MOU reflects 2 that it was immediately binding on the parties, and that the parties understood both its terms and legal 3 effect. Section 13 of the MOU accordingly provides: “This MOU was executed voluntarily without 4 duress or undue influence…. This Parties acknowledge that they have read and understood this MOU 5 and its legal effect. This MOU shall be effective and binding upon mutual execution hereof by all 6 Parties.” 7 13. In connection with MoveU’s purchase of Defendants’ stock in the Company, the MOU 8 expressly incorporates a December 16, 2019 Stockholders Agreement between the parties (the 9 “Stockholders Agreement”). Section 3 of the MOU thus provides: “Pursuant to the terms of the 10 MoveU Holdings, Inc. Stockholders Agreement dated December 16, 2019…, MoveU hereby elects to 11 exercise its rights to purchase [Defendants’ stock] on the terms and conditions set forth therein, except 12 as otherwise expressly modified herein.” Section 12 of the MOU further provides that the parties shall 13 carry out the purchase and sale of Defendants’ stock through a Stock Purchase Agreement that “shall 14 … be consistent with the Stockholders Agreement.” A true and correct copy of the Stockholders 15 Agreement is attached hereto as Exhibit 2. 16 14. Paragraph 13.3 of the Stockholders Agreement, entitled “Noncompetition,” provides 17 that a party who sells its MoveU shares pursuant to the Stockholders Agreement “will not, at any time 18 within the 3-year period immediately following the close of the purchase, directly or indirectly engage 19 in … any activity that is the same as, similar to, or competitive with any activity engaged in by the 20 Company … in any geographic area in which the Company … is actively engaged in such activity” 21 (the “Noncompetition Obligation”). 22 15. Section 4 of the MOU provides that Defendants shall cooperate in carrying out the 23 orderly transfer of Defendants’ stock to MoveU, and in returning/transmitting to MoveU all Company 24 assets and information in Defendants’ possession. 25 16. Section 8 of the MOU prohibits the parties from disparaging each other for a period of 26 three years. 27 28 Complaint, p.4 1 17. Pursuant to the MOU, Defendants have resigned from the Company, and Plaintiff has 2 requested Defendants’ cooperation in preparing and executing the instruments necessary to carry out 3 the transfer of Defendants’ stock to MoveU. 4 18. In breach of the MOU, however, Defendants have failed and refused to provide such 5 cooperation or to proceed with the transfer of their stock, and have instead suggested that neither the 6 MOU nor the Noncompetition Obligation can be enforced against them. Plaintiff is informed and 7 believes and thereon alleges that Defendants have opportunistically asserted these positions to gain 8 leverage for their demands for additional and unbargained-for concessions from MoveU. 9 19. In further breach of the MOU, Defendants have failed and refused to cooperate in 10 returning certain items of Company property to MoveU, including two Company computers, a camera, 11 signage, and a gimble that remain in Defendants’ possession (collectively the “Physical Property”). 12 20. Since resigning from MoveU, Defendant Dettelbach has further breached his contracts 13 with and tortiously wronged MoveU in the following ways. 14 a. Mr. Dettlebach breached the MOU by disparaging MoveU. As an example, on 15 or about August 12, 2020, Mr. Dettelbach directed a written message to a recent MoveU hire in which 16 Mr. Dettelbach stated: “To the new artist at moveu, I send you protection and pray you don’t receive 17 the kind of mistreatment many of us faced.” As a further example, on or about August 12, 2020, Mr. 18 Dettelbach reposted on Instagram a 26-minute long video in which a former MoveU employee 19 disparaged MoveU and its President and urged viewers to solicit MoveU’s employees and hire them 20 away from MoveU. These communications by Mr. Dettelbach were intended to cause and have caused 21 significant injury to MoveU. 22 b. In breach/violation of the MOU, the Employment Agreement, and MoveU’s 23 rights, Mr. Dettelbach has misappropriated, converted for his own use, and failed to deliver to MoveU 24 the Instagram Account, the Instagram Password, the Instagram Followers, and the “Shirtless Dude” 25 name/mark. 26 c. In addition, instead of delivering these Company assets to MoveU upon his 27 resignation, Mr. Dettelbach has used and continues to use them to unlawfully and unfairly compete 28 with MoveU. For example, after changing the Instagram Account’s name from Complaint, p.5 1 “@moveushirtlessdude” to “@the.shirtlessdude,” Mr. Dettelbach has continued to use the Account to 2 post physical education-related videos and photographs of the kind used in MoveU’s Program and 3 marketing materials, and he has done so for commercial purposes and to promote a variety of health 4 and fitness products to MoveU’s Instagram Followers throughout the United States. 5 First Cause of Action 6 (Declaratory Relief) 7 21. MoveU incorporates all prior allegations as if set forth in full. 8 22. MoveU contends that: (a) the MOU is a valid and binding contract that incorporates 9 terms of the Stockholders Agreement; (b) the MOU and the Noncompetition Obligation are 10 enforceable against Defendants; (c) the Instagram Account, the Instagram Password, the Instagram 11 Followers, the “Shirtless Dude” name/mark, and the Physical Property belong to and are the sole 12 property of MoveU; and (d) Defendant Dettelbach has no right to continue using these Company 13 assets. 14 23. MoveU is informed and believes and thereon alleges that Defendants dispute these 15 contentions. 16 24. MoveU accordingly seeks a judicial declaration that the MOU is a valid contract; that 17 the MOU incorporates the Noncompetition Obligation and other terms of the Stockholders Agreement; 18 that the MOU and the Noncompetition Obligation are enforceable against Defendants; that the 19 Instagram Account, the Instagram Password, the Instagram Followers, and the “Shirtless Dude” 20 name/mark belong to and are the sole property of MoveU; and that Mr. Dettelbach has no right to 21 continue using these Company assets. 22 Second Cause of Action 23 (Breach of the MOU – Against All Defendants) 24 25. MoveU incorporates all prior allegations as if set forth in full. 25 26. The MOU is a valid and enforceable contract. 26 27. Plaintiff has performed all material obligations under the MOU. There are no 27 unfulfilled conditions of Defendants’ obligations under the MOU. 28 Complaint, p.6 1 28. As alleged above, Defendants have breached the MOU by (i) failing and refusing to 2 proceed with the transfer of their stock in the Company to MoveU, (ii) refusing to cooperate with 3 Plaintiff in preparing and executing the instruments necessary to carry out the transfer of Defendants’ 4 stock in the Company to MoveU, and (iii) failing and refusing to cooperate in returning certain items 5 of Company property to MoveU, including the Physical Property. 6 29. Defendant Dettelbach has further breached the MOU by disparaging MoveU. 7 30. Defendant Dettelbach has further breached the MOU by failing and refusing to 8 cooperate in delivering and transmitting to MoveU the Instagram Account, the Instagram Password, 9 the Instagram Followers, and the “shirtlessdude” name/mark (including as incorporated in the 10 username for the Instagram Account), and by instead converting and misappropriating these Company 11 assets for his own use. 12 31. Defendant Dettelbach has further breached the Noncompetition Obligation. 13 32. As a result of Defendants’ breaches, Plaintiff has suffered damages in an amount to be 14 proven at trial that exceeds $50,000.00. Plaintiff is further entitled to an order compelling Defendants 15 to perform their obligations under the MOU and Stockholders Agreement, and enjoining Defendant 16 Dettelbach from using MoveU’s assets and competing with MoveU. 17 Third Cause of Action 18 (Breach of the Employment Agreement – Against Defendant Dettelbach) 19 33. MoveU incorporates all prior allegations as if set forth in full. 20 34. The Employment Agreement is a valid and enforceable contract. 21 35. Plaintiff has performed all material obligations under the Employment Agreement. 22 There are no unfulfilled conditions of Defendant Dettelbach’s obligations under this contract. 23 36. Defendant Dettelbach has breached the Employment Agreement: (i) by failing and 24 refusing to deliver to MoveU the Instagram Account, the Instagram Password, the Instagram 25 Followers, and the “shirtlessdude” name/mark (including as incorporated in the username for the 26 Instagram Account); (ii) by failing to permit Company to obtain and to assist Company in obtaining 27 the full benefits, enjoyment, right and title to these Company assets; and (iii) by instead converting and 28 misappropriating these Company assets for his own use. Complaint, p.7 1 37. As a result of Defendant’s breaches, Plaintiff has suffered damages in an amount to be 2 proven at trial that exceeds $50,000.00. Plaintiff is further entitled to an order compelling Mr. 3 Dettelbach to specifically perform his continuing obligations under the Employment Agreement, and 4 enjoining Mr. Dettelbach from continuing to use MoveU’s property. 5 Fourth Cause of Action 6 (Conversion – Against All Defendants) 7 38. MoveU incorporates all prior allegations as if set forth in full. 8 39. MoveU owns and is entitled to possession of the Physical Property and the Instagram 9 Account. 10 40. Since resigning from MoveU, Defendants have intentionally, wrongfully, and without 11 consent misappropriated and converted the Physical Property for their own use and benefit. 12 41. Since resigning from MoveU, Defendant Dettelbach has intentionally, wrongfully, and 13 without consent converted the Instagram Account for his own use and benefit. 14 42. Plaintiff has demanded (and hereby demands again) that the Physical Property and the 15 Instagram Account be turned over and returned to MoveU, but Defendants have failed and refused to 16 do so. 17 43. As a result of Defendant’s wrongful conversion of the Physical Property and the 18 Instagram Account, MoveU (a) has suffered damages in an amount to be proven at trial that exceeds 19 $50,000.00, and (b) is entitled to specific recovery of its property. 20 /// 21 /// 22 /// 23 /// 24 /// 25 /// 26 /// 27 /// 28 /// Complaint, p.8 1 WHEREFORE, plaintiff prays for judgment as follows: 2 1. For judgment against Defendant on each of the claims set forth above; 3 2. For judgment declaring that (i) the MOU is a valid and enforceable contract; (ii) the 4 MOU incorporates the Noncompetition Obligation; (iii) the MOU and the Noncompetition Obligation 5 are enforceable against Defendants; (iv) the Instagram Account, the Instagram Password, the Instagram 6 Followers, the Physical Property, and the “Shirtless Dude” name/mark belong to and are the sole 7 property of MoveU; and (v) Mr. Dettelbach has no right to continue using these assets; 8 3. For an order compelling Defendants to transfer their stock in the Company to MoveU 9 on the terms and in the manner contemplated by the MOU, and to cooperate in the preparation and 10 execution of the instruments needed to effect this transfer of stock to MoveU; 11 4. For an order compelling Defendants to deliver and transmit to MoveU all Company 12 property (including the Physical Property, the Instagram Account, the Instagram Password, and the 13 “Shirtless Dude” name/mark); 14 5. For an order enjoining enjoining Mr. Dettelbach from competing with MoveU and from 15 using/accessing the Instagram Account, and the “Shirtless Dude” name/mark; 16 6. For compensatory damages in an amount to be proven at trial that exceeds $50,000.00; 17 7. For attorneys’ fees and costs of suit; and 18 8. For such other relief as the Court deems just and proper. 19 Dated: September 4, 2020 COAST LAW GROUP LLP 20 By: 21 Chris Polychron 22 Attorneys for Plaintiff MoveU, Inc. 23 24 25 26 27 28 Complaint, p.9 EXHIBIT 1 DocuSign Envelope ID: 0978FC38-2493-4876-A121-38B277F9F0C9 @moveu September 5, 2017 Andrew Dettelbach 810 Brooktree Lane, Apt 190 Vista CA 92081 Dear Mr. Dettelbach, On behalf of MoveU, Inc. (the “Company”), please let this confirm your employment with the Company, which commenced September 30, 2016. This letter, together with the Company’s stated policies as set forth in any employee manual and other related documents and agreements, will govern your employment with the Company. Your job title is Program Developer. The Company will pay you an annual base salary rate of $72,000 per year, payable in accordance with the Company’s standard payroll schedule. This compensation rate will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time. Your job duties will include the following: o Build and Update the Program o Respond to all messages within the program, Private Facebook groups, instant messages, texts, and emails. o Develop Social Media content o Write Social Media Content o Develop Content for 3rd parties o Take part in Webinar’s, podcasts, and Facebook Coaching calls each week o Facilitate Team Happiness to the best of my ability o Travel to work with high profile clients o Take part in business meetings, development, and decisions Presently, your position, which is full-time, is exempt, based upon your job duties. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company or that would, directly or indirectly, constitute your engagement in or participation in any business that is competitive in any manner with the business of the Company. By signing this letter, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company. The Company, in its sole discretion, may amend, suspend or terminate its employee benefits at any time, with or without notice, and in conformity with relevant laws. In addition, you will be entitled to paid vacation in accordance with the Company’s vacation policy, as in effect from time to time. As a regular employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits to the extent that you comply with the eligibility requirements of each such benefit plan. You will receive a summary of such employee benefits. DocuSign Envelope ID: 0978FC38-2493-4876-A121-38B277F9F0C9 Your continued employment is also contingent upon the successful verification of the information you provided to the Company during your application process, professional reference checks and a general background check performed by the Company to confirm your suitability for continued employment. By accepting employment, you warrant that all information provided by you is true and correct to the best of your knowledge, and you expressly release the Company from any claim or cause of action arising out of the Company’s verification of such information. You have a right to review copies of any public records obtained by the Company in conducting this verification process unless you check the box below. Your employment is contingent upon the Company’s verification that you are permitted to legally work in the United States. You agree to provide the Company in a timely manner with any and all documentation reasonably necessary to confirm the foregoing. Our employment relationship is terminable at will, which means that either you or the Company may terminate your employment at any time and for any reason or for no reason at all. You acknowledge that irrespective of any commission- based bonus compensation (if applicable); your employment may be terminable at will and without cause, and that all rights to earn compensation, including but not limited to commissions, shall cease immediately upon such termination. This at-will aspect of your employment, which includes the right of the Company to demote, transfer or otherwise discipline you with or without cause, may not be modified, amended or rescinded except by an individualized written employment agreement to the contrary signed by you and the Company’s CEO. Except as required in the performance of your duties, you will not at any time during or after your employment use, disclose or disseminate any confidential information, or any other information of a secret, proprietary, confidential or generally undisclosed nature, relating to the Company, or its products, services, clients, methods or procedures. You shall deliver to the Company any and all copies of confidential information, or other Company property, upon the termination of the employment relationship, or at any time upon the Company’s request. You will be required, as a condition of your employment with the Company, to sign the Company’s standard Confidential Information and Invention Assignment Agreement, a copy of which is attached hereto as Exhibit A. You represent and warrant to the Company that you are under no obligations or commitments, whether contractual or otherwise, that are inconsistent with your obligations under this letter. You shall not use or disclose, in connection with your employment, any trade secrets or other proprietary information or intellectual property in which you or any other person has any right, title or interest and you confirm that your employment with the Company will not infringe or violate the rights of any other person. Also, we expect you to abide by any contractual obligations to refrain from soliciting any person employed by or otherwise associated with any former or current employer. You represent and warrant to the Company that you have returned all property and confidential information belonging to any prior employer. Upon your acceptance, this letter will contain the entire agreement and understanding between you and the Company and supersedes any and all prior and/or contemporaneous agreements and/or understandings, offers, representations, warranties, or commitments by or on behalf of the Company (oral or written). If these terms are acceptable, please sign in the space provided below and return this letter to us. We welcome you to MoveU, Inc. Sincerely, DocuSigned by: ~ fLlil::t- UJ~siLlsilA, ________________________ By: Dr. Mike Wasilisin DFB169B913E3403 .. Title: CEO 2261 Cosmos Court Carlsbad, CA 92011 moveu.com Page 2 of 4 DocuSign Envelope ID: 0978FC38-2493-4876-A121-38B277F9F0C9 I HEREBY ACCEPT MOVEU, INC’S EMPLOYMENT UPON THE TERMS AND CONDITIONS SET FORTH ABOVE. Dated: __________________ 2017 Employee I hereby waive my right to receive any public records as described above. 2261 Cosmos Court Carlsbad, CA 92011 moveu.com Page 3 of 4 DocuSign Envelope ID: 0978FC38-2493-4876-A121-38B277F9F0C9 EXHIBT A 2261 Cosmos Court Carlsbad, CA 92011 moveu.com Page 4 of 4 DocuSign Envelope ID: 0978FC38-2493-4876-A121-38B277F9F0C9 CONFIDENTIALITY AND INVENTION ASSIGNMENT AGREEMENT This CONFIDENTIALITY AND INVENTION is now, or hereafter becomes, through no act ASSIGNMENT AGREEMENT sets forth in or failure to act on my part, generally known writing certain understandings and or available to the public; (ii) was acquired procedures effective as of the date of my by me before receiving such information employment with MoveU Inc., a California from the Company, without restriction as to corporation, and its respective subsidiaries, use or disclosure; (iii) is hereafter rightfully affiliates, successors or assigns furnished to me by a third party, without (“Company”). restriction as to use or disclosure; or (iv) is 1. Employment. I acknowledge and disclosed with the prior written consent of agree that my employment with the the Company. Company is strictly “at-will”, in that at all I agree to hold the Proprietary Information times, and under all conditions whatsoever, in confidence as provided in this Agreement. either the Company or I can terminate the Nothing shall prevent me from disclosing subject employment relationship at any time, the terms under this Agreement in any legal with or without prior notice, and for any proceeding arising from or in connection reason not prohibited by law. with this Agreement or disclosing the 2. “Proprietary Information” Proprietary Information to a federal or state Definition. “Proprietary Information” governmental entity as required by law. includes (a) any information that is confidential or proprietary, technical or non- 3. Ownership and Nondisclosure of Proprietary Information. All Proprietary technical information pertaining to the Information is the sole property of business of Company, which is identified as Company, Company’s assigns, Company’s confidential at the time of disclosure, customers, Company’s suppliers and other including for example information related to third parties, as applicable. Company, Innovations (as defined in Section 4 below), Company’s assigns, Company’s customers, methods, techniques, processes, methods, Company’s suppliers and other third parties, systems, designs, computer programs, as applicable, are the sole and exclusive source documentation, trade secrets, owners of all patents, copyrights, mask formulas, development or experimental works, trade secrets and other rights in and work, work in progress, forecasts, proposed to the Proprietary Information. I will not and future products, marketing plans, disclose any Proprietary Information to business plans, names of customers and anyone outside Company without prior suppliers and any other nonpublic authorization. I will disclose Proprietary information that has commercial value or (b) Information to those inside Company (i) any information Company has received from during my affiliation with the Company in others that Company is legally obligated to the ordinary course of performing my duties treat as confidential or proprietary, which and (ii) after termination of my employment may be made known to me by Company, a for any reason, only as specifically third party or otherwise that I may learn an authorized by the Company’s President. employee of the Company. Notwithstanding the foregoing, “Proprietary Information” Notwithstanding the foregoing, I may disclose the Proprietary Information to my shall not include any information which (i) professional advisors (including, without -1- DocuSign Envelope ID: 0978FC38-2493-4876-A121-38B277F9F0C9 limitation, my attorneys, accountants, Agreement (other than those that have consultants, bankers, and financial advisors) already been assigned or contributed to the when such disclosure is necessary and Company). appropriate under the circumstances and as long as they are under a duty of 6. Disclosure and Assignment of confidentiality or have signed agreements Company Innovations. I will promptly regarding confidentiality. disclose and describe to Company any Innovations that I, solely or jointly with Nothing in this Agreement precludes me others, conceive, develop or reduce to from using and/or disclosing General practice during my employment in the Knowledge. “General Knowledge” means Company that relates to the business of generalized know-how, ideas, concepts, Company (the “Company Innovations”). I processes, information or techniques related hereby do and will assign to Company or to Proprietary Information that are retained Company’s designee all my right, title, and solely in intangible form in my unaided interest in and to any and all Company memory. Innovations. To the extent any of the rights, title and interest in and to Company If I have any questions as to whether Innovations cannot be assigned by me to information constitutes Proprietary Company, I hereby grant to Company an Information, or to whom, if anyone, inside exclusive, royalty-free, transferable, Company, any Proprietary Information may irrevocable, worldwide license (with rights be disclosed, I will consult with the to sublicense through multiple tiers of President of the Company. sublicensees) to practice such non- assignable rights, title and interest. To the 4. “Innovations” Definition. In this extent any of the rights, titleand interest in Agreement, “Innovations” means all and to Company Innovations can neither be discoveries, designs, developments, assigned nor licensed by me to Company, I improvements, inventions, patents, works of hereby irrevocably waive and agree never to authorship, information fixed in any tangible assert such non-assignable and non- medium of expression, trade secrets, know- licensable rights, title and interest against how, ideas, mask works, trademarks, service Company or any of Company’s successors marks, trade names and trade dress. in interest. This Section 6 shall not apply to any Innovations that do not relate, at the 5. Disclosure and License of Prior time of conception, reduction to practice, Innovations. I have listed on Exhibit B creation, derivation, development or making attached hereto all Innovations relating in of such Innovation to Company’s business any way to Company’s business or or actual or demonstrably anticipated demonstrably anticipated research and research, development or business. development or business, which were conceived, reduced to practice, created, 7. Records. I agree to keep and derived, developed, or made by me prior to maintain adequate and current written my employment with the Company and not records of all Innovations made by me already assigned or contributed to the (solely or jointly with others) during the Company (collectively, the “Prior term of my employment with the Company. Innovations”). If nothing is listed on The records will be in the form of notes, Exhibit B, I represent that there are no Prior sketches, drawings, and any other format Innovations at the time of signing this that may be specified by the Company. The -2- DocuSign Envelope ID: 0978FC38-2493-4876-A121-38B277F9F0C9 records will be available to and remain the an interest and is irrevocable as long as this sole property of the Company at all times. Agreement remains in effect. 8. Works for Hire. I acknowledge that 11. Return of Materials. At any time all original works of authorship which are upon Company’s request, I will return all made by me (solely or jointly with others) materials (including, without limitation, which are protectable by copy