Preview
INDEX NO. 032281/2011
(FILED: ROCKLAND COUNTY CLERK 09/06/2011)
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 09/06/2011
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF ROCKLAND
INUVO, INC., and Index No.
BABYTOBEE, LLC, Date purchased
Plaintiffs, Plaintiffs designate
Rockland
County as the place of trial.
-against-
The basis for this venue is defendants’
LLOYD ECKER, and residence and
ALL ABOUT THE BABY LLC, where the cause of action arose.
Defendants. SUMMONS
Defendants resides at
15 Woodfield Road, Pomona, NY 10970
County of Rockland
To the above named Defendants:
You are hereby summoned to answer the complaint in this action and to serve a
copy of your answer, or, if the complaint is not served with this summons, to serve a
notice of appearance, on the Plaintiff's Attorneys within 20 days after the service of this
summons, exclusive of the day of service (or within 30 days after the service is complete
if this summons is not personally delivered to you within the State of New York); and in
case of your failure to appear or answer, judgment will be taken against you by default
for the relief demanded in the complaint.
Dated: September 6, 2011
Philip K. Davidoff
FORD & HARRISON LLP
100 Park Avenue, Suite 2500
New York, New York 10017
Attorneys for Plaintiffs
Defendants’ address:
15 Woodfield Road, Pomona, NY 10970
SUPREME COURT OF STATE OFF NEW YORK
COUNTY OF ROCKLAND
xX
INUVO, INC., and
BABYTOBEE, LLC,
Plaintiffs,
Vv. Civil Action No.:
LLOYD ECKER, and
ALL ABOUT THE BABY LLC,
Defendants.
X
COMPLAINT FOR DAMAGES AND INJUNCTIVE RELIEF
Plaintiffs INUVO, INC. (“Inuvo”) and BABYTOBEE, LLC (“Babytobee”)
hereby bring the instant Complaint against Defendants LLOYD ECKER (“Ecker”) and
ALL ABOUT THE BABY LLC (“AATB”) (collectively, “Defendants”) for: (i)
permanent injunctive relief; (ii) conversion and misappropriation of trade secrets,
customer data, and confidential business information; (iii) tortious interference with
contracts; (iv) tortious interference with business relationships; (v) breach of the duty of
loyalty; (vi) breach of fiduciary duty; and (vii) unfair competition; and in support thereof
allege as follows:
Parties
i Inuvo is a Nevada corporation with its principal place of business in
Clearwater, Florida.
2 Babytobee is a wholly-owned subsidiary of Inuvo, and a New York
limited liability company. Babytobee was formerly known as Morex Marketing Group,
LLC (“Morex”), until a name change amendment was filed on January 20, 2011.
3 Ecker is a resident of Pomona, Rockland County, New York.
4. AATB is a Delaware limited liability company with its principal place of
business in Rockland County, New York. AATB was incorporated by Ecker on February
10, 2011, and Ecker is denominated as the Manager of AATB.
Jurisdiction and Venue
5 Jurisdiction and venue are proper in this Court because the conduct
complained of occurred in Rockland County, New York; the corporate plaintiff is a New
York limited liability company; the individual defendant resides in this jurisdiction, and
the corporate defendant maintains its principal place of business in this jurisdiction.
Facts Common to All Counts
6 In January 2006, CGI Holding Corporation (“CGI”), a predecessor of
Plaintiff Inuvo, acquired the businesses of Morex Marketing Group, LLC (“Morex”) and
The Catamount Group, LLC (“Catamount”) in an acquisition valued at $23,000,000. As
a result of the acquisition, Morex became a wholly-owned subsidiary of CGI, n/k/a
Inuvo. The Acquisition Agreement is attached hereto as Exhibit “A.”
7 Lloyd Ecker was a principal owner and executive of Morex prior to the
acquisition.
8 In connection with the acquisition, Ecker became employed as Co-Chief
Executive Officer of Morex, at its principal place of business identified as 15 Woodfield
Road, Pomona, New York 10970. The Employment Agreement between Ecker and post-
acquisition Morex is attached hereto as Exhibit “B.”
9. Ecker continued his employment with Morex, as a subsidiary of Inuvo, in
a senior executive capacity until February 2, 2010.
10. Inuvo and Ecker entered into a Consulting Agreement dated February 2,
2010, under which Ecker provided Consulting Services to Inuvo from February 2, 2010,
through February 28, 2011. The Consulting Agreement is attached hereto as Exhibit “C.”
Although the Consulting Agreement stated an expiration date of April 30, 2010, the
agreement was extended by the parties and Ecker was paid monthly for Consulting
Services through February 28, 2011.
ll. Until February 28, 2011, Ecker also continued to work as the primary
sales representative for Morex n/k/a Babytobee, and was paid substantial compensation in
the form of commissions. At Ecker’s request, Inuvo permitted Ecker to continue to use
the title “CEO” of Morex n/k/a Babytobee, and Ecker in fact used the title of “CEO,”
through February 28, 2011.
12. Babytobee owns and operates a popular, consumer-oriented website
babytobee.com.
13. By virtue of Ecker’s executive and consulting roles with Morex n/k/a
Babytobee from 2006 until February 28, 2011, Ecker possesses intimate knowledge of
Babytobee’s business operations, business processes, confidential information, and trade
secrets, including but not limited to: (1) the specific identities of Babytobee’s business
partners, including both lead sources and the purchasers of data obtained from
Babytobee’s operations, and the identities of key contact persons with Babytobee’s
customers; (2) Babytobee’s intellectual property, includin the software code developed
and used to operate Babytobee’s website, and its call center software platform; (3)
Babytobee’s confidential and proprietary methods and techniques for generating traffic to
its website and for compiling demographic data about consumers for resale to its
customers; and (4) the specific terms of Babytobee’s contracts and relationships with its
business partners, including the suppliers of data and information to Babytobee and the
purchasers of data and information sold by Babytobee.
14. The trade secret information described in the preceding paragraph is
central to the operation of Babytobee’s business, and is not generally known to, or readily
ascertainable by proper means, by Babytobee’s competitors.
15. Inuvo and Babytobee exercise great efforts to maintain the confidentiality
and secrecy of trade secret information used in Babytobee’s business. For example, key
employees are required to sign confidentiality and non-compete agreements, and Inuvo’s
network servers maintain firewalls to protect the business data of Babytobee and its
customers from being accessed by persons outside Babytobee’s network.
16. Inuvo and Babytobee have expended substantial monetary and manpower
resources to develop, maintain, and customize its software code and network
environment for use in operating the babytobee.com website, and the business data
generated by Babytobee and its business partners through operation of the website.
17. Ecker was primarily responsible for developing and managing the
relationships with Babytobee’s business partners both prior to the 2006 acquisition and
continuing through his roles as a senior executive and as a consultant at all times until the
termination of his Consulting Agreement on February 28, 2011. Ecker is also intimately
familiar with both the outside and inside software developers Babytobee has used and
uses to develop, maintain, and customize its software code and network environment.
18. In March 2011, immediately after the termination of Ecker’s Consulting
Agreement on February 28, 2011, Ecker opened and began operating a consumer-
oriented website allaboutthebaby.com, which directly competes with the babytobee.com
website.
19. Inuvo and Babytobee have learned that Ecker engaged in substantial
efforts to develop the competing All About the Baby, LLC business and website during
the time Ecker was being compensated by Inuvo and continued to represent himself as
the “CEO” of Morex n/k/a Babytobee.
20. The Defendants’ competing website is specifically designed to mirror and
mimic the consumer experience at Babytobee’s website. The Defendants employ the
same software developer who developed and maintained Babytobee’s website, at
substantial expense to Inuvo and Babytobee. Ecker personally hired the software
developer to construct the allabouthebaby.com website during the time Ecker was being
paid by Inuvo and Babytobee as a consultant and was representing himself to be the CEO
of Morex n/k/a Babytobee.
21. Inuvo and Babytobee have learned that during the time Ecker served in
executive and consulting roles for Morex n/k/a Babytobee, Ecker actively sought to
undermine Babytobee’s relationships with its business partners by engaging in false and
malicious attacks on Babytobee’s business, while plotting to open his competing website
immediately after the termination of his Consulting Agreement with Inuvo.
22. Inuvo and Babytobee have learned that Ecker has continued to engage in
false and malicious attacks on Babytobee’s business since opening the competing
allaboutthebaby.com website. Ecker willfully misrepresents “facts” about Babytobee
purportedly based on his prior relationship with the company and his apparent knowledge
of Babytobee’s business, in an effort to interfere with and destroy Babytobee’s
relationships with its business partners.
23. Because of his prior executive and consulting roles with Morex n/k/a
Babytobee and in the development of Babytobee’s relationships with its business
partners, Ecker is uniquely positioned to harm those relationships, for the benefit of
himself and All About the Baby LLC. Ecker has used and continues to use his
knowledge of Babytobee’s business operations, intellectual property, and trade secrets to
attempt to interfere with Babytobee’s relationships with its business partners.
24, Since opening the allaboutthebaby.com website, Ecker has employed
several individuals who were formerly employed by Inuvo and Morex n/k/a Babytobee,
including but not limited to Thaddeus Asaro, Joseph Yakacki, and Mary Myers. In order
to attempt to avoid these individuals’ confidentiality and non-competition obligations
owed to Inuvo and Babytobee, Ecker has used the subterfuge of employing these
individuals under the entity Funny for Money Enterprises LLC. Ecker incorporated
Funny for Money Enterprises LLC on January 12, 2011, and is denominated as the
Manager of that entity. The business address of Funny for Money Enterprises LLC is 15
Woodfield Road, Pomona, New York, which is: (a) the same business address formerly
used for Morex n/k/a Babytobee, (b) the same business address used for All About the
Baby LLC, and (c) also Ecker’s personal residential address. Upon information and
belief, these individuals perform services for All About the Baby LLC similar to the
services they formerly performed for Inuvo and Babytobee.
COUNT I
INJUNCTIVE RELIEF
25. The allegations of Paragraphs 1 through 24 are incorporated by reference
herein with the same force and effect as if set forth in full below.
26. By virtue of the foregoing, Inuvo and Babytobee have demonstrated a
likelihood of success on the merits and that a balancing of the equities favors the issuance
of an injunction against the Defendants.
27. Unless the Defendants are preliminarily enjoined from continuing to
engage in the activities described above, Inuvo and Babytobee will be irreparably harmed
by: (a) the continued misappropriation of protected trade secrets and confidential
information; (b) the loss of valuable customer relationships, (c) the loss of valuable
business opportunities; (d) the continued breaches by Ecker of fiduciary duties and duties
of loyalty owed to Inuvo and Babytobee; and (e) economic losses, which are
unascertainable at this time and future economic losses, which are presently incalculable.
28. Inuvo and Babytobee have no adequate remedy at law.
WHEREFORE, Inuvo and Babytobee respectfully request that a Preliminary
Injunction Order issue immediately, enjoining Defendants, directly or indirectly, and
whether acting alone or in concert with others, including any officer, agent, employee
and/or representative of All About the Baby LLC, from:
(a) Soliciting the business of any customers or vendors of Inuvo and
Babytobee with whom Ecker interacted during the time he served in executive or
consulting roles for Inuvo and/or Morex n/k/a Babytobee;
(b) Using, disclosing, or transmitting for any purpose, any documents
or information relating in any way to the customers, vendors, business operations,
intellectual property, confidential information, or trade secrets of Inuvo and/or
Morex n/k/a Babytobee;
© Retaining, in any form, including but not limited to electronic data,
any documents or information of Inuvo and/or Morex n/k/a Babytobee, including
but not limited to software code used for the babytobee.com website or network
environment, customer and vendor information, and information relating to the
business operations, intellectual property, confidential information, or trade secrets
of Inuvo and/or Morex n/k/a Babytobee;
@ Soliciting for hire any employees or former employees of Inuvo
and/or Morex n/k/a Babytobee who owe confidentiality and/or non-competition
obligations to Inuvo and/or Morex n/k/a Babytobee; and
© Any and all other such acts as this Court deems appropriate for
temporary and permanent injunctive relief.
COUNT II
CONVERSION AND MISAPPROPRIATION OF TRADE SECRETS
29. The allegations of Paragraphs 1 through 24 are incorporated by reference
herein with the same force and effect as if set forth in full below.
30. The business records and intellectual property of Inuvo and/or Babytobee,
and the confidential information contained therein, are trade secrets subject to protection
under the laws of New York.
31. This information derives independent economic value by not being
accessible, through proper means, to competitors who can profit from its use or disclosure.
32. Inuvo and Babytobee have taken reasonable measures under the
circumstances to maintain the secrecy of this information.
33. The foregoing conduct of Ecker and All About the Baby LLC, including the
solicitation of business from customers and vendors of Inuvo and Babytobee whose
relationships with Inuvo and Babytobee are not generally known to competitors, constitutes
misappropriation of Inuvo and Babytobee’s confidential, trade secret information.
34, As a consequence of the foregoing, Inuvo and Babytobee have suffered
and will continue to suffer irreparable harm and loss.
WHEREFORE, by virtue of the foregoing acts, Inuvo and Babytobee demand
temporary and permanent injunctive relief, and that the Defendants be ordered to account
for all benefits and monies realized as a result of their wrongful conduct and, upon the
rendering of such accounting, that judgment be entered in favor of Inuvo and Babytobee
and against the Defendants for the amount shown due and for the cost of accounting, the
costs of suit, and pre- and post-judgment interest.
COUNT Ill
TORTIOUS INTERFERENCE WITH CONTRACTS
35. The allegations of Paragraphs | through 24 are incorporated by reference
herein with the same force and effect as if set forth in full below.
36. Inuvo and Babytobee maintain contractual relationships with numerous
customers and vendors.
37. The Defendants have knowledge of these contractual relationships, many
of which were negotiated and executed by Ecker personally.
38. The Defendants have intentionally induced, and sought to induce,
customers and vendors to terminate and/or modify their contractual relationships with
Inuvo and Babytobee, or to otherwise render performance impossible.
39. Inuvo and Babytobee have suffered damages, and continue to suffer the
threat of damages and the loss of contractual relationships, as a result of the Defendants’
actions.
WHEREFORE, by virtue of the foregoing acts, Inuvo and Babytobee demand
temporary and permanent injunctive relief, and that the Defendants be ordered to account
for all benefits and monies realized as a result of their wrongful conduct and, upon the
rendering of such accounting, that judgment be entered in favor of Inuvo and Babytobee
and against the Defendants for the amount shown due and for the cost of accounting, the
costs of suit, and pre- and post-judgment interest.
COUNT IV
TORTIOUS INTERFERENCE WITH BUSINESS RELATIONSHIPS
40. The allegations of Paragraphs 1 through 24 are incorporated by reference
herein with the same force and effect as if set forth in full below.
41. Inuvo and Babytobee maintain business relationships with numerous
customers and vendors.
42. The Defendants have knowledge of these business relationships.
43. The Defendants have willfully asserted false and malicious “facts” based
upon Ecker’s apparent knowledge of the business operations, confidential, and trade
secret information of Inuvo and Babytobee, in an effort to malign Inuvo so that third-
parties would decline to do business with Inuvo and Babytobee.
44, Inuvo and Babytobee have suffered damages, and continue to suffer the
threat of damages and the loss of business relationships, as a result of the Defendants’
actions.
WHEREFORE, by virtue of the foregoing acts, Inuvo and Babytobee demand
temporary and permanent injunctive relief, and that the Defendants be ordered to account
for all benefits and monies realized as a result of their wrongful conduct and, upon the
rendering of such accounting, that judgment be entered in favor of Inuvo and Babytobee
and against the Defendants for the amount shown due and for the cost of accounting, the
costs of suit, and pre- and post-judgment interest.
COUNT V
BREACH OF FIDUCIARY DUTY
(against Ecker personally)
45. The allegations of Paragraphs 1 through 24 are incorporated by reference
herein with the same force and effect as if set forth in full below.
46, By virtue of his prior senior executive and consulting roles with Inuvo and
Morex n/k/a Babytobee, Ecker acted as an agent of Inuvo and Babytobee.
47. Ecker owes fiduciary duties to Inuvo and Babytobee to not use
confidential knowledge acquired during his employment as an agent in competition with
his former principal.
48. Ecker has breached his fiduciary duty by using, and attempting to use,
confidential knowledge about Inuvo and Babytobee’s business operations, customers, and
vendors, in seeking to compete with his former principal.
WHEREFORE, by virtue of the foregoing acts, Inuvo and Babytobee demand
temporary and permanent injunctive relief, and that Ecker be ordered to account for all
benefits and monies realized as a result of his wrongful conduct and, upon the rendering
of such accounting, that judgment be entered in favor of Inuvo and Babytobee and
against Ecker for the amount shown due and for the cost of accounting, the costs of suit,
and pre- and post-judgment interest.
COUNT VI
BREACH OF THE DUTY OF LOYALTY
(against Ecker personally)
49. The allegations of Paragraphs 1 through 24 are incorporated by reference
herein with the same force and effect as if set forth in full below.
50. By virtue of his prior senior executive and consulting roles with Inuvo and
Morex n/k/a Babytobee, Ecker acted as an agent of Inuvo and Babytobee.
51. Ecker owes a duty of loyalty to Inuvo and Babytobee to not use
confidential knowledge acquired during his employment as an agent in competition with
his former principal.
52. Ecker has breached his duty of loyalty by using, and attempting to use,
confidential knowledge about Inuvo and Babytobee’s business operations, customers, and
vendors, in seeking to compete with his former principal.
WHEREFORE, by virtue of the foregoing acts, Inuvo and Babytobee demand
temporary and permanent injunctive relief, and that Ecker be ordered to account for all
benefits and monies realized as a result of his wrongful conduct and, upon the rendering
of such accounting, that judgment be entered in favor of Inuvo and Babytobee and
against Ecker for the amount shown due and for the cost of accounting, the costs of suit,
and pre- and post-judgment interest.
COUNT VII
UNFAIR COMPETITION
53. The allegations of Paragraphs 1 through 24 are incorporated by reference
herein with the same force and effect as if set forth in full below.
34. By virtue of the foregoing acts, the Defendants have engaged in acts of
tortious unfair competition under New York common law.
55. As a consequence of Defendants’ actions, Inuvo and Babytobee have
suffered and will continue to suffer irreparable harm and damages.
WHEREFORE, by virtue of the foregoing acts, Inuvo and Babytobee demand
temporary and permanent injunctive relief, and that the Defendants be ordered to account
for all benefits and monies realized as a result of their wrongful conduct and, upon the
rendering of such accounting, that judgment be entered in favor of Inuvo and Babytobee
and against the Defendants for the amount shown due and for the cost of accounting, the
costs of suit, and pre- and post-judgment interest.
JURY DEMAND
Inuvo and Babytobee demand a trial by jury for all issues so triable.
Respectfully submitted,
Philip K. avidoff, Es
FORD & HARRISON LLP
100 Park Avenue, Suite 2500
New York, NY 10017
Telephone: (212) 453-5900
Facsimile: (212) 453-5959
pdavidoff@fordharrison.com
Of Counsel (To seek pro hac vice admission):
John D. Mullen, Esq.
Florida Bar No. 0032883
Phelps Dunbar LLP
100 South Ashley Drive, Suite 1900
Tampa, Florida 33601-1288
Telephone: (813) 472-7550
Facsimile: (813) 472-7570
john.mullen@phelps.com
Preview
INDEX NO. 032281/2011 (FILED: ROCKLAND COUNTY CLERK 09/06/2011) NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 09/06/2011 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF ROCKLAND INUVO, INC., and Index No. BABYTOBEE, LLC, Date purchased Plaintiffs, Plaintiffs designate Rockland County as the place of trial. -against- The basis for this venue is defendants’ LLOYD ECKER, and residence and ALL ABOUT THE BABY LLC, where the cause of action arose. Defendants. SUMMONS Defendants resides at 15 Woodfield Road, Pomona, NY 10970 County of Rockland To the above named Defendants: You are hereby summoned to answer the complaint in this action and to serve a copy of your answer, or, if the complaint is not served with this summons, to serve a notice of appearance, on the Plaintiff's Attorneys within 20 days after the service of this summons, exclusive of the day of service (or within 30 days after the service is complete if this summons is not personally delivered to you within the State of New York); and in case of your failure to appear or answer, judgment will be taken against you by default for the relief demanded in the complaint. Dated: September 6, 2011 Philip K. Davidoff FORD & HARRISON LLP 100 Park Avenue, Suite 2500 New York, New York 10017 Attorneys for Plaintiffs Defendants’ address: 15 Woodfield Road, Pomona, NY 10970 SUPREME COURT OF STATE OFF NEW YORK COUNTY OF ROCKLAND xX INUVO, INC., and BABYTOBEE, LLC, Plaintiffs, Vv. Civil Action No.: LLOYD ECKER, and ALL ABOUT THE BABY LLC, Defendants. X COMPLAINT FOR DAMAGES AND INJUNCTIVE RELIEF Plaintiffs INUVO, INC. (“Inuvo”) and BABYTOBEE, LLC (“Babytobee”) hereby bring the instant Complaint against Defendants LLOYD ECKER (“Ecker”) and ALL ABOUT THE BABY LLC (“AATB”) (collectively, “Defendants”) for: (i) permanent injunctive relief; (ii) conversion and misappropriation of trade secrets, customer data, and confidential business information; (iii) tortious interference with contracts; (iv) tortious interference with business relationships; (v) breach of the duty of loyalty; (vi) breach of fiduciary duty; and (vii) unfair competition; and in support thereof allege as follows: Parties i Inuvo is a Nevada corporation with its principal place of business in Clearwater, Florida. 2 Babytobee is a wholly-owned subsidiary of Inuvo, and a New York limited liability company. Babytobee was formerly known as Morex Marketing Group, LLC (“Morex”), until a name change amendment was filed on January 20, 2011. 3 Ecker is a resident of Pomona, Rockland County, New York. 4. AATB is a Delaware limited liability company with its principal place of business in Rockland County, New York. AATB was incorporated by Ecker on February 10, 2011, and Ecker is denominated as the Manager of AATB. Jurisdiction and Venue 5 Jurisdiction and venue are proper in this Court because the conduct complained of occurred in Rockland County, New York; the corporate plaintiff is a New York limited liability company; the individual defendant resides in this jurisdiction, and the corporate defendant maintains its principal place of business in this jurisdiction. Facts Common to All Counts 6 In January 2006, CGI Holding Corporation (“CGI”), a predecessor of Plaintiff Inuvo, acquired the businesses of Morex Marketing Group, LLC (“Morex”) and The Catamount Group, LLC (“Catamount”) in an acquisition valued at $23,000,000. As a result of the acquisition, Morex became a wholly-owned subsidiary of CGI, n/k/a Inuvo. The Acquisition Agreement is attached hereto as Exhibit “A.” 7 Lloyd Ecker was a principal owner and executive of Morex prior to the acquisition. 8 In connection with the acquisition, Ecker became employed as Co-Chief Executive Officer of Morex, at its principal place of business identified as 15 Woodfield Road, Pomona, New York 10970. The Employment Agreement between Ecker and post- acquisition Morex is attached hereto as Exhibit “B.” 9. Ecker continued his employment with Morex, as a subsidiary of Inuvo, in a senior executive capacity until February 2, 2010. 10. Inuvo and Ecker entered into a Consulting Agreement dated February 2, 2010, under which Ecker provided Consulting Services to Inuvo from February 2, 2010, through February 28, 2011. The Consulting Agreement is attached hereto as Exhibit “C.” Although the Consulting Agreement stated an expiration date of April 30, 2010, the agreement was extended by the parties and Ecker was paid monthly for Consulting Services through February 28, 2011. ll. Until February 28, 2011, Ecker also continued to work as the primary sales representative for Morex n/k/a Babytobee, and was paid substantial compensation in the form of commissions. At Ecker’s request, Inuvo permitted Ecker to continue to use the title “CEO” of Morex n/k/a Babytobee, and Ecker in fact used the title of “CEO,” through February 28, 2011. 12. Babytobee owns and operates a popular, consumer-oriented website babytobee.com. 13. By virtue of Ecker’s executive and consulting roles with Morex n/k/a Babytobee from 2006 until February 28, 2011, Ecker possesses intimate knowledge of Babytobee’s business operations, business processes, confidential information, and trade secrets, including but not limited to: (1) the specific identities of Babytobee’s business partners, including both lead sources and the purchasers of data obtained from Babytobee’s operations, and the identities of key contact persons with Babytobee’s customers; (2) Babytobee’s intellectual property, includin the software code developed and used to operate Babytobee’s website, and its call center software platform; (3) Babytobee’s confidential and proprietary methods and techniques for generating traffic to its website and for compiling demographic data about consumers for resale to its customers; and (4) the specific terms of Babytobee’s contracts and relationships with its business partners, including the suppliers of data and information to Babytobee and the purchasers of data and information sold by Babytobee. 14. The trade secret information described in the preceding paragraph is central to the operation of Babytobee’s business, and is not generally known to, or readily ascertainable by proper means, by Babytobee’s competitors. 15. Inuvo and Babytobee exercise great efforts to maintain the confidentiality and secrecy of trade secret information used in Babytobee’s business. For example, key employees are required to sign confidentiality and non-compete agreements, and Inuvo’s network servers maintain firewalls to protect the business data of Babytobee and its customers from being accessed by persons outside Babytobee’s network. 16. Inuvo and Babytobee have expended substantial monetary and manpower resources to develop, maintain, and customize its software code and network environment for use in operating the babytobee.com website, and the business data generated by Babytobee and its business partners through operation of the website. 17. Ecker was primarily responsible for developing and managing the relationships with Babytobee’s business partners both prior to the 2006 acquisition and continuing through his roles as a senior executive and as a consultant at all times until the termination of his Consulting Agreement on February 28, 2011. Ecker is also intimately familiar with both the outside and inside software developers Babytobee has used and uses to develop, maintain, and customize its software code and network environment. 18. In March 2011, immediately after the termination of Ecker’s Consulting Agreement on February 28, 2011, Ecker opened and began operating a consumer- oriented website allaboutthebaby.com, which directly competes with the babytobee.com website. 19. Inuvo and Babytobee have learned that Ecker engaged in substantial efforts to develop the competing All About the Baby, LLC business and website during the time Ecker was being compensated by Inuvo and continued to represent himself as the “CEO” of Morex n/k/a Babytobee. 20. The Defendants’ competing website is specifically designed to mirror and mimic the consumer experience at Babytobee’s website. The Defendants employ the same software developer who developed and maintained Babytobee’s website, at substantial expense to Inuvo and Babytobee. Ecker personally hired the software developer to construct the allabouthebaby.com website during the time Ecker was being paid by Inuvo and Babytobee as a consultant and was representing himself to be the CEO of Morex n/k/a Babytobee. 21. Inuvo and Babytobee have learned that during the time Ecker served in executive and consulting roles for Morex n/k/a Babytobee, Ecker actively sought to undermine Babytobee’s relationships with its business partners by engaging in false and malicious attacks on Babytobee’s business, while plotting to open his competing website immediately after the termination of his Consulting Agreement with Inuvo. 22. Inuvo and Babytobee have learned that Ecker has continued to engage in false and malicious attacks on Babytobee’s business since opening the competing allaboutthebaby.com website. Ecker willfully misrepresents “facts” about Babytobee purportedly based on his prior relationship with the company and his apparent knowledge of Babytobee’s business, in an effort to interfere with and destroy Babytobee’s relationships with its business partners. 23. Because of his prior executive and consulting roles with Morex n/k/a Babytobee and in the development of Babytobee’s relationships with its business partners, Ecker is uniquely positioned to harm those relationships, for the benefit of himself and All About the Baby LLC. Ecker has used and continues to use his knowledge of Babytobee’s business operations, intellectual property, and trade secrets to attempt to interfere with Babytobee’s relationships with its business partners. 24, Since opening the allaboutthebaby.com website, Ecker has employed several individuals who were formerly employed by Inuvo and Morex n/k/a Babytobee, including but not limited to Thaddeus Asaro, Joseph Yakacki, and Mary Myers. In order to attempt to avoid these individuals’ confidentiality and non-competition obligations owed to Inuvo and Babytobee, Ecker has used the subterfuge of employing these individuals under the entity Funny for Money Enterprises LLC. Ecker incorporated Funny for Money Enterprises LLC on January 12, 2011, and is denominated as the Manager of that entity. The business address of Funny for Money Enterprises LLC is 15 Woodfield Road, Pomona, New York, which is: (a) the same business address formerly used for Morex n/k/a Babytobee, (b) the same business address used for All About the Baby LLC, and (c) also Ecker’s personal residential address. Upon information and belief, these individuals perform services for All About the Baby LLC similar to the services they formerly performed for Inuvo and Babytobee. COUNT I INJUNCTIVE RELIEF 25. The allegations of Paragraphs 1 through 24 are incorporated by reference herein with the same force and effect as if set forth in full below. 26. By virtue of the foregoing, Inuvo and Babytobee have demonstrated a likelihood of success on the merits and that a balancing of the equities favors the issuance of an injunction against the Defendants. 27. Unless the Defendants are preliminarily enjoined from continuing to engage in the activities described above, Inuvo and Babytobee will be irreparably harmed by: (a) the continued misappropriation of protected trade secrets and confidential information; (b) the loss of valuable customer relationships, (c) the loss of valuable business opportunities; (d) the continued breaches by Ecker of fiduciary duties and duties of loyalty owed to Inuvo and Babytobee; and (e) economic losses, which are unascertainable at this time and future economic losses, which are presently incalculable. 28. Inuvo and Babytobee have no adequate remedy at law. WHEREFORE, Inuvo and Babytobee respectfully request that a Preliminary Injunction Order issue immediately, enjoining Defendants, directly or indirectly, and whether acting alone or in concert with others, including any officer, agent, employee and/or representative of All About the Baby LLC, from: (a) Soliciting the business of any customers or vendors of Inuvo and Babytobee with whom Ecker interacted during the time he served in executive or consulting roles for Inuvo and/or Morex n/k/a Babytobee; (b) Using, disclosing, or transmitting for any purpose, any documents or information relating in any way to the customers, vendors, business operations, intellectual property, confidential information, or trade secrets of Inuvo and/or Morex n/k/a Babytobee; © Retaining, in any form, including but not limited to electronic data, any documents or information of Inuvo and/or Morex n/k/a Babytobee, including but not limited to software code used for the babytobee.com website or network environment, customer and vendor information, and information relating to the business operations, intellectual property, confidential information, or trade secrets of Inuvo and/or Morex n/k/a Babytobee; @ Soliciting for hire any employees or former employees of Inuvo and/or Morex n/k/a Babytobee who owe confidentiality and/or non-competition obligations to Inuvo and/or Morex n/k/a Babytobee; and © Any and all other such acts as this Court deems appropriate for temporary and permanent injunctive relief. COUNT II CONVERSION AND MISAPPROPRIATION OF TRADE SECRETS 29. The allegations of Paragraphs 1 through 24 are incorporated by reference herein with the same force and effect as if set forth in full below. 30. The business records and intellectual property of Inuvo and/or Babytobee, and the confidential information contained therein, are trade secrets subject to protection under the laws of New York. 31. This information derives independent economic value by not being accessible, through proper means, to competitors who can profit from its use or disclosure. 32. Inuvo and Babytobee have taken reasonable measures under the circumstances to maintain the secrecy of this information. 33. The foregoing conduct of Ecker and All About the Baby LLC, including the solicitation of business from customers and vendors of Inuvo and Babytobee whose relationships with Inuvo and Babytobee are not generally known to competitors, constitutes misappropriation of Inuvo and Babytobee’s confidential, trade secret information. 34, As a consequence of the foregoing, Inuvo and Babytobee have suffered and will continue to suffer irreparable harm and loss. WHEREFORE, by virtue of the foregoing acts, Inuvo and Babytobee demand temporary and permanent injunctive relief, and that the Defendants be ordered to account for all benefits and monies realized as a result of their wrongful conduct and, upon the rendering of such accounting, that judgment be entered in favor of Inuvo and Babytobee and against the Defendants for the amount shown due and for the cost of accounting, the costs of suit, and pre- and post-judgment interest. COUNT Ill TORTIOUS INTERFERENCE WITH CONTRACTS 35. The allegations of Paragraphs | through 24 are incorporated by reference herein with the same force and effect as if set forth in full below. 36. Inuvo and Babytobee maintain contractual relationships with numerous customers and vendors. 37. The Defendants have knowledge of these contractual relationships, many of which were negotiated and executed by Ecker personally. 38. The Defendants have intentionally induced, and sought to induce, customers and vendors to terminate and/or modify their contractual relationships with Inuvo and Babytobee, or to otherwise render performance impossible. 39. Inuvo and Babytobee have suffered damages, and continue to suffer the threat of damages and the loss of contractual relationships, as a result of the Defendants’ actions. WHEREFORE, by virtue of the foregoing acts, Inuvo and Babytobee demand temporary and permanent injunctive relief, and that the Defendants be ordered to account for all benefits and monies realized as a result of their wrongful conduct and, upon the rendering of such accounting, that judgment be entered in favor of Inuvo and Babytobee and against the Defendants for the amount shown due and for the cost of accounting, the costs of suit, and pre- and post-judgment interest. COUNT IV TORTIOUS INTERFERENCE WITH BUSINESS RELATIONSHIPS 40. The allegations of Paragraphs 1 through 24 are incorporated by reference herein with the same force and effect as if set forth in full below. 41. Inuvo and Babytobee maintain business relationships with numerous customers and vendors. 42. The Defendants have knowledge of these business relationships. 43. The Defendants have willfully asserted false and malicious “facts” based upon Ecker’s apparent knowledge of the business operations, confidential, and trade secret information of Inuvo and Babytobee, in an effort to malign Inuvo so that third- parties would decline to do business with Inuvo and Babytobee. 44, Inuvo and Babytobee have suffered damages, and continue to suffer the threat of damages and the loss of business relationships, as a result of the Defendants’ actions. WHEREFORE, by virtue of the foregoing acts, Inuvo and Babytobee demand temporary and permanent injunctive relief, and that the Defendants be ordered to account for all benefits and monies realized as a result of their wrongful conduct and, upon the rendering of such accounting, that judgment be entered in favor of Inuvo and Babytobee and against the Defendants for the amount shown due and for the cost of accounting, the costs of suit, and pre- and post-judgment interest. COUNT V BREACH OF FIDUCIARY DUTY (against Ecker personally) 45. The allegations of Paragraphs 1 through 24 are incorporated by reference herein with the same force and effect as if set forth in full below. 46, By virtue of his prior senior executive and consulting roles with Inuvo and Morex n/k/a Babytobee, Ecker acted as an agent of Inuvo and Babytobee. 47. Ecker owes fiduciary duties to Inuvo and Babytobee to not use confidential knowledge acquired during his employment as an agent in competition with his former principal. 48. Ecker has breached his fiduciary duty by using, and attempting to use, confidential knowledge about Inuvo and Babytobee’s business operations, customers, and vendors, in seeking to compete with his former principal. WHEREFORE, by virtue of the foregoing acts, Inuvo and Babytobee demand temporary and permanent injunctive relief, and that Ecker be ordered to account for all benefits and monies realized as a result of his wrongful conduct and, upon the rendering of such accounting, that judgment be entered in favor of Inuvo and Babytobee and against Ecker for the amount shown due and for the cost of accounting, the costs of suit, and pre- and post-judgment interest. COUNT VI BREACH OF THE DUTY OF LOYALTY (against Ecker personally) 49. The allegations of Paragraphs 1 through 24 are incorporated by reference herein with the same force and effect as if set forth in full below. 50. By virtue of his prior senior executive and consulting roles with Inuvo and Morex n/k/a Babytobee, Ecker acted as an agent of Inuvo and Babytobee. 51. Ecker owes a duty of loyalty to Inuvo and Babytobee to not use confidential knowledge acquired during his employment as an agent in competition with his former principal. 52. Ecker has breached his duty of loyalty by using, and attempting to use, confidential knowledge about Inuvo and Babytobee’s business operations, customers, and vendors, in seeking to compete with his former principal. WHEREFORE, by virtue of the foregoing acts, Inuvo and Babytobee demand temporary and permanent injunctive relief, and that Ecker be ordered to account for all benefits and monies realized as a result of his wrongful conduct and, upon the rendering of such accounting, that judgment be entered in favor of Inuvo and Babytobee and against Ecker for the amount shown due and for the cost of accounting, the costs of suit, and pre- and post-judgment interest. COUNT VII UNFAIR COMPETITION 53. The allegations of Paragraphs 1 through 24 are incorporated by reference herein with the same force and effect as if set forth in full below. 34. By virtue of the foregoing acts, the Defendants have engaged in acts of tortious unfair competition under New York common law. 55. As a consequence of Defendants’ actions, Inuvo and Babytobee have suffered and will continue to suffer irreparable harm and damages. WHEREFORE, by virtue of the foregoing acts, Inuvo and Babytobee demand temporary and permanent injunctive relief, and that the Defendants be ordered to account for all benefits and monies realized as a result of their wrongful conduct and, upon the rendering of such accounting, that judgment be entered in favor of Inuvo and Babytobee and against the Defendants for the amount shown due and for the cost of accounting, the costs of suit, and pre- and post-judgment interest. JURY DEMAND Inuvo and Babytobee demand a trial by jury for all issues so triable. Respectfully submitted, Philip K. avidoff, Es FORD & HARRISON LLP 100 Park Avenue, Suite 2500 New York, NY 10017 Telephone: (212) 453-5900 Facsimile: (212) 453-5959 pdavidoff@fordharrison.com Of Counsel (To seek pro hac vice admission): John D. Mullen, Esq. Florida Bar No. 0032883 Phelps Dunbar LLP 100 South Ashley Drive, Suite 1900 Tampa, Florida 33601-1288 Telephone: (813) 472-7550 Facsimile: (813) 472-7570 john.mullen@phelps.com