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HomeMy WebLinkAbout14-7057s E C T I 0 N A Supreme Court of Pennsylvania Court of Common Pleas Civil Cover Sheet CUMBERLAND County For Prothonotary Use Only: Docket No: The information collected on this form is used solely for court administration purposes. This form does not supplement or replace the filing and service of pleadings or other papers as required by law or rules of court Commencement of Action: Petition Declaration of Taking El Complaint ® Writ of Summons IEE* N Transfer from Another Jurisdiction 1 Lead Plaintiff's Name: iDrive Interactive, LLC Lead Defendant's Name: Hope Ellis Dollar Amount Requested: 1 within arbitration limits Are money damages requested? ■ Yes E:i No (check one) ®outside arbitration limits Is this a Class Action Suit? ■ Yes 13 No Is this an MDJAppeal? Ell Yes ® No Name of Plaintiff/Appellant's Attorney: Loren L. Speziale, Esquire ■ Check here if you have no attorney (are a Self -Represented !Pro Sel Litigant) s E C T I 0 N B Nature of the Case: Place an "X" to the left of the ONE case category that most accurately describes your PRIMARY CASE. If you are making more than one type of claim, check the one that you consider most important. TORT (do not include Mass Tort) ❑ Intentional D Malicious Prosecution ❑ Motor Vehicle ❑ Nuisance ® Premises Liability El Product Liability (does not include mass tort) ❑ Slander/Libel/ Defamation O Other: MASS TORT ❑ Asbestos ❑ Tobacco ❑ Toxic Tort - DES ❑ Toxic Tort - Implant ❑ Toxic Waste ❑ Other: PROFESSIONAL LIABLITY El Dental ▪ Legal ❑ Medical ❑ Other Professional: CONTRACT (do not include Judgments) O Buyer Plaintiff O Debt Collection: Credit Card ❑ Debt Collection: Other ❑ Employment Dispute: Discrimination • Employment Dispute: Other ®x Other: Rectrictive Covenants and Trade Secrets REAL PROPERTY ❑ Ejectment ❑ Eminent Domain/Condemnation ❑ Ground Rent ❑ Landlord/Tenant Dispute ❑ Mortgage Foreclosure: Residential ❑ Mortgage Foreclosure: Commercial • Partition El Quiet Title El Other: CIVIL APPEALS Administrative Agencies ❑ Board of Assessment ❑ Board of Elections ❑ Dept. of Transportation ❑ Statutory Appeal: Other O Zoning Board ❑ Other: MISCELLANEOUS ❑ Common Law/Statutory Arbitration ❑ Declaratory Judgment ❑ Mandamus ❑ Non -Domestic Relations Restraining Order ❑ Quo Warranto ❑ Replevin ❑ Other: Updated 1/1/2011 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION - LAW iDRIVE INTERACTIVE, LLC, Plaintiff vs. HOPE ELLIS aka HOPE WAGNER, REACH. DIGITAL GROUP, and BRYAN DEPALMA, Defendants Na j7S7 NOTICE TO DEFEND YOU HAVE BEEN SUED IN COURT. IF YOU WISH TO DEFEND AGAINST THE CLAIMS SET FORTH IN THE FOLLOWING PAGES, YOU MUST TAKE ACTION WITHIN TWENTY (20) DAYS AFTER THIS COMPLAINT AND NOTICE ARE SERVED, BY ENTERING A WRITTEN APPEARANCE PERSONALLY OR BY ATTORNEY AND FILING IN WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. YOU ARE WARNED THAT IF YOU FAIL TO DO SO, THE CASE MAY PROCEED WITHOUT YOU AND A JUDGMENT MAY BE ENTERED AGAINST YOU BY THE COURT WITHOUT FURTHER NOTICE FOR ANY MONEY CLAIMED IN THE COMPLAINT OR FOR ANY OTHER CLAIM OR RELIEF REQUESTED BY THE PLAINTIFF. YOU MAY LOSE MONEY OR PROPERTY OR OTHER RIGHTS IMPORTANT TO YOU. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. CUMBERLAND COUNTY BAR ASSOCIATION 32 S. BEDFORD STREET CARLISLE, PA 17013 (800) 990-9108 (717) 249-3166 BOIL i4r mwC" en L. Spezi. e, Es • ttorney for P aintiff I.D. No. 30638 ire IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION - LAW iDRIVE INTERACTIVE, LLC, Plaintiff vs. HOPE ELLIS aka HOPE WAGNER, REACH. DIGITAL GROUP, and BRYAN DEPALMA, Defendants NO. COMPLAINT AND NOW comes the Plaintiff, iDrive Interactive, LLC, by and through its attorneys of record, Gross McGinley, LLP, and files the within Complaint, alleging in support thereof as follows: 1. IDrive Interactive, LLC ("Plaintiff' or "iDrive") is a Pennsylvania limited liability company with a principal office located at 3909 Hartzdale Drive, Suite 907, Camp Hill, PA 17011. 2. iDrive is, and was at all relevant times, engaged in the business of a performance- based online marketing company focusing primarily on email marketing. 3. iDrive is a privately -owned company that is headquartered in Camp Hill, Pennsylvania and operates internationally, but primarily in the United States and United Kingdom. 4. Upon information and belief, defendant Hope Ellis a/k/a Hope Wagner ("Wagner") is a competent adult individual residing at 16 Laura Lane, Gettysburg, PA 17011. 5. Upon information and belief, defendant Bryan DePalma ("DePalma") is a competent adult individual residing at 4604 Danbury Road, Harrisburg, Pennsylvania 17109. 6. Upon information and belief, defendant reach. Digital Group ("RDG") is an unknown form of business entity, of unknown domicile, and with a purported principal place of business located at 5100 Buckeystown Pike, Suite 223 Frederick, Maryland. 7. RDG is in the same business as iDrive and operates in the same geographic region. 8. On or about January 17, 2011, Wagner was employed by iDrive to serve in the position of Chief Financial Officer. 9. On or about December 11, 2012, Wagner and iDrive negotiated and entered into a Restrictive Covenant Agreement ("RCA"). A true and correct copy of the RCA signed by Wagner is attached hereto and incorporated herein as Exhibit "A.". 10. In consideration of her execution of the RCA, Wagner received a payment of two hundred dollars ($200.00). See Exhibit A. 11. As is material and relevant hereto, the RCA restricted Wagner's post -employment in the following ways: 3.1 Covenants. The Employee acknowledges the competitive nature of the Employer's business and agrees: Non-Solicitation/Non-Interference. While employed by Employer and for a period of one (1) year after Employee's employment with Employer is terminated for any reason by directly or indirectly for employment or other business relationship of any type any client, customer, employee, contractor or agent of Employer or any of its affiliates, parents, or subsidiaries. Such Employee further agrees not to directly or indirectly interfere, in any manner, with any client, customer, employee, contractor or agent's relationship with the Employer or any of its affiliates, parents, or subsidiaries. Non -Competition. While employed by Employer and for a period of one (1) year after Employee's employment with Employer is terminated for any reason by Employer (with or without cause) or by Employee (with or without cause), Employee shall not, for a period of one (1) year following such termination engage in competition with Employer. For purposes of this Agreement, Employee shall be deemed to "engage in competition" with Employer if he shall directly or indirectly, either individually or as a stockholder, director, officer, partner, consultant, owner, executive, agent, or in any other capacity, work for, consult with, or otherwise assist any person or entity listed on Exhibit "A" attached hereto. Employee agrees that the restrictions imposed upon him by the provisions of this Section are fair and reasonable considering the nature of Employer's business, and are reasonably required for the protection of Employer. See Exhibit A, §3.1(a) & (b). 12. In the RCA, Wagner further agreed as follows: It is the intention of the parties that the provisions contained in Section 3.1 have the broadest application possible consistent with applicable law and this Agreement. [] See Exhibit A, §3.1(c). 13. Exhibit "A" to the RCA identified restricted persons or entities as described in Section 3.1, including but not limited to the following: Any company or business engaged in the Business Activities within a fifty (50) mile radius area of the Employer's office at the time of the execution of this Agreement. See Exhibit A, Exhibit "A". 14. The RCA defines Business Activities as follows: Individually and collectively, all business activities carried on by the Employer and any affiliates, parents, and/or subsidiaries as of the date of this Agreement, or during the Term of this Agreement. See Exhibit A, §1.1. 15. At the time the RCA was executed, the office of iDrive was located at 3909 Hartzdale Drive, Suite 907, Camp Hill, Pennsylvania. 16. Further, as is material and relevant hereto, the RCA restricted Wagner's post - employment disclosure of proprietary information as follows: The Employee understands that as an employee of the Employer, the Employee will have access to Proprietary Information and further acknowledges and agrees that the Employee's relationship to the Employer is fiduciary in nature. The Employee acknowledges and agrees that the Employee shall not make use of Proprietary Information or Employer or any of its affiliates, subsidiaries, or parents, except on behalf of the Employer and shall not disclose any Proprietary Information in connection with any other business relationship, or for any purpose other than in direct furtherance of Employee's obligations and duties hereunder, or in any capacity other than as an employee of Employer. See Exhibit A, §2.1(a) & (b). 17. The RCA defines Proprietary Information as follows: Individually and collectively (i) business opportunities, technology, development, current and future product information, research, projects, trade secrets, "know-how" or other technical data, reports, interpretations, forecasts, records, and other documents, know-hows, technology, processes, methods, formulae, compositions, inventions, devices, plans, strategies, studies, intellectual property, (ii) financial information, forecasts, existing and prospective customer names, addresses and related data, vendor names, vendor addresses, and vendor related data, contracts, practices, services and support, procedures, the substance of agreements with customers, supplies, and others, marketing arrangements and other business information including, but not limited to, software, reports, methods, strategies, plans, documents, data, costs, profits, markets, sales, regulatory information and requirements, marketing data, and (iii) any other intellectual property or other information of a similar nature not generally known in the trade or business of the Employer. See Exhibit A, §1.1. 18. In performing her job duties for iDrive, Wagner was in possession of and routinely reviewed documents and files that contained a multitude of Proprietary Information about the business of iDrive, including business methods, plans and procedures, customer and supplier lists, techniques and processes, job orders, pricing data, lists and formulae, sales reports, financial and marketing data, and all other similar or related information and materials used by or useful to iDrive in its Business Activities. 19. On or about October 13, 2014, Wagner gave iDrive notice of her intention to voluntary resign her position at iDrive and advised that her last day of employment would be November 21, 2014. 20. Following her resignation, and while she was still employed with iDrive, Wagner inadvertently sent the following email to DePalma, who had been employed with iDrive from April 5, 2010 to September 9, 2013: From: Hope Wagner <corrissawagner@gmail.com> Date: October 23, 2014 at 6:25:17 AM EDT To: Bryan DePalma <bryan@idriveinteractive.com> Subject: Getting together Hi Bryan! We are about six weeks out from our business launch!! Can you believe it! I can't and I am so excited. What does your schedule look like Friday? Can you meet me at El Sol around 12:30? Also I will be in Camp Hill Saturday if lunch Saturday works better for you and your family. I have an appointment until 1:00 but would be available after that? I will have the job outline and the goals for the first 3 months. To give you a head start and feel for what we will be tackling in terms of business development out of the gate. I would like to have the foundation prepped for decent revenue ($15-$20k) in the first 30 days. We are going to be successful and I believe we will be able to get you back to what you were earning within the first two years if not more. Thanks Bryan!! Let's Roll! :) Sent from my iPhone 21. A true and correct copy of the email sent by Wagner to DePalma on October 23, 2014 is attached hereto and incorporated herein as Exhibit "B." 22. Because DePalma was no longer employed with iDrive, the email sent to his iDrive email account was automatically forwarded to and received by Rick Miller ("Miller"), an owner of iDrive, on the same date. 23. Miller questioned Wagner regarding the email and the business venture referenced in the October 23, 2014 email. 24. Wagner disclosed to Miller her intentions to work with Graphcom, a company in Gettysburg, to build its Digital Marketing Division, which business would compete directly with iDrive. 25. Wagner also disclosed Miller that she had engaged, and/or was in the process of soliciting Puresend, a client of iDrive, to be a client of Graphcom as part of its new division. 26. Based upon the new information provided by Wagner to iDrive, the resignation of Wagner was accepted effective October 27, 2014. 27. On or about October 29, 2014, iDrive, through its counsel, corresponded with Wagner regarding: (a) the fact that her building a digital marking business would be "a violation of the terms of the Agreement signed by you" and (b) her immediate return of all Proprietary Information. A true and correct copy of the correspondence sent on behalf of iDrive to Wagner on October 29, 2014 is attached hereto and incorporated herein as Exhibit "C." 28. Wagner personally responded to the Exhibit "B" correspondence by advising counsel for iDrive that, in relevant part, she would "not be accepting employment with Graphcom to create a competitive arm." 29. Shortly thereafter, iDrive learned that Wagner was doing business as "reach. Digital Group." 30. According to the website of RDG, which is located at www.reachdigitalgroup.com, RDG provides email marketing services, which business would complete directly with iDrive. 31. DePalma is serving as the Director Partner Acquisitions for RDG. 32. It is believed and therefore averred that Wagner is conducting business by and through RDG within the fifty mile radius of the office of iDrive. 33. It is believed and therefore averred that Wagner has identified the principal place of business of RDG as 5100 Buckeystown Pike, Suite 223 Frederick, Maryland in order to circumvent the RCA. 34. Public records indicate that the building located at 5100 Buckeystown Pike, Frederick, Maryland does not have a space identified as Suite 223. 35. As of the filing of this Complaint, the term of the RCA between iDrive and Wagner remain in full force and effect. 36. Wagner has violated and continues to violate the RCA by: (a) conducting business by and through RDG; (b) soliciting PureSend; and (c) utilizing Proprietary Information in so doing. 37. Wagner has sought to leverage and has leveraged the Proprietary Information of iDrive to develop a direct industry competitor of iDrive to compete against iDrive in the marketplace. 38. iDrive does not seek to generally restrict Wagner's employment. iDrive is, however, seeking to restrict Wagner from unfairly competing against it through: (a) the use of Proprietary Information that she unlawfully possesses, (b) developing a competing business within the geographic scope of the RCA, and (c) the solicitation of any and all client, customer, employee, contractor or agent of iDrive during the one (1) year scope of the RCA. 39. At all times material and relevant hereto, DePalma has been aware of Wagner's RCA with iDrive and has, nonetheless, wrongfully induced Wagner to breach her RCA with iDrive. 40. At all times material and relevant hereto, RDG has been aware of Wagner's RCA with iDrive and has, nonetheless, wrongfully induced Wagner to breach her RCA with iDrive. 41. As a result of DePalma and RDG's wrongful inducement of Wagner's breach of her RCA with iDrive, DePalma and RDG's own knowledge, both of iDrive's Proprietary Information and the clients, customers, employees, contractors and/or agents of iDrive, has become infected with the "fruits of the poisonous tree." 42. Therefore, DePalma and RDG may be enjoined from competing with and soliciting the clients, customers, employees, contractors and/or agents of iDrive, and from using any and all Proprietary Information. COUNT I (iDrive vs. Wagner) (Breach of Contract) 43. All of the above paragraphs are incorporated herein as if more fully set forth at length. 44. The RCA is binding and enforceable against Wagner. 45. Wagner's acts and omissions, as described above, constitute a breach of the RCA. 46. iDrive has been damaged by Wagner's breach of the RCA. 47. Wagner's breach of the RCA has caused and will continue to cause iDrive irreparable harm for which there exists no adequate remedy at law. The irreparable harm that will continue includes, but is not limited to, disclosure and dilution of proprietary and trade secrets information, loss of business opportunities, and potential loss of customers and customer goodwill. 48. iDrive will continue to suffer this irreparable harm unless preliminary injunctive relief is granted by the Court, pursuant to iDrive's separately filed Preliminary Injunction Petition. 49. As a result of those breaches by Wagner that have already occurred, iDrive has also already suffered damages. 50. Further, pursuant to the RCA: "if [Wagner] breaches or threatens to breach the covenants in subsection 3.1, [iDrive], in addition to all other available remedies, shall be entitled, without posting of bond and without opposition by [Wagner], to relief in the form of specific performance, temporary restraining order, injunction or other equitable remedy which may be available." See Exhibit A, §3.2(b). WHEREFORE, iDrive respectfully requests that this Honorable Court enter an Order against Wagner and in favor of iDrive, which: (a) Awards permanent injunctive relief which requires Wagner to immediately, and for a period of one (1) year from the date of being so ordered, cease engaging in competition with iDrive; (b) Awards permanent injunctive relief which requires Wagner to immediately, and for a period of one (1) year from the date of being so ordered, cease contacting and/or communicating, by any and all means, with any of the clients, customers, employees, contractors and/or agents of iDrive; (c) Awards permanent injunctive relief which requires Wagner to immediately, and for a period of one (1) year from the date of being so ordered, cease working for RDG in any and all capacities; (d) Awards permanent injunctive relief which requires Wagner to return within twenty-four (24) hours all originals and all copies of any documents or data storage devices (including all media which contain computer generated and/or stored data) containing, reflecting, compiling or relating to iDrive's Proprietary Information; (e) Awards permanent injunctive relief which requires Wagner to cease any and all use of, any and all Proprietary Information of iDrive, including but not limited to business methods, plans and procedures, customer and supplier lists, techniques and processes, job orders, pricing data, lists and formulae, sales reports, financial and marketing data; (f) Awards permanent injunctive relief which requires Wagner to provide an accounting of all revenue derived, directly or indirectly, as a result of the disclosure and/or use of iDrive's Proprietary Information and to disclose all contacts and communications with iDrive's clients and/or customers generated thereby; (g) Imposes a constructive trust, for the benefit of iDrive, on all profits and other tangible benefits derived from business generated by Wagner in connection with and as a result of the violation of the RCA; (h) Compensatory damages in an amount in excess of the limits of compulsory arbitration; (i) Restitution damages for lost profits in an amount in excess of the limits of compulsory arbitration; and (j) Such other relief as the Court deems just and proper. COUNT II (iDrive vs. DePalma and RDG) (Civil Conspiracy -- Aiding and Abetting Breach of Contract) 51. All of the above paragraphs are incorporated herein as if more fully set forth at length. 52. DePalma and RDG knew that Wagner, as a former employee of iDrive, had contractual obligations to iDrive that restricted competition and solicitation by Wagner, pursuant to the terms of the RCA and prohibited use of Confidential Information. 53. By soliciting, encouraging, and/or inducing Wagner's use of Proprietary Information to divert valuable business opportunity or opportunities of iDrive, DePalma and RDG aided and abetted Wagner's breach of contract. 54. As a result of DePalma and RDG's aiding and abetting Wagner's breach of contract, DePalma and RDG have caused and are causing iDrive irreparable harm. The irreparable harm includes, but is not limited to, disclosure and dilution of proprietary and trade secrets information, loss of business opportunities, and potential loss of customers and customer goodwill. 55. iDrive will continue to suffer irreparable harm unless preliminary injunctive relief is granted by the Court, pursuant to iDrive's separately filed Preliminary Injunction Petition. 56. As a result of DePalma and RDG's conduct, iDrive will suffer significant monetary damages, as set forth above in Count I. WHEREFORE, iDrive respectfully requests that this Honorable Court enter an Order against DePalma and RDG and in favor of iDrive, which: (a) Awards permanent injunctive relief; (b) Requires DePalma and RDG to immediately and permanently cease utilizing Wagner's Proprietary Information for any and all purposes; (c) Requires DePalma and RDG to immediately, and for a period of one (1) year from the date of being so ordered, cease utilizing Wagner to directly or indirectly compete against iDrive; (d) Requires DePalma and RDG to immediately, and for a period of one (1) year from the date of being so ordered, cease any and all communications and negotiations with clients, customers, employees, contractors and/or agents of iDrive; (e) Requires DePalma and RDG, for a period of two (2) years from the date of being so ordered, to refrain from selling any and all products and/or services to any of the clients, customers, employees, contractors and/or agents of iDrive; (f) Requires DePalma and RDG to provide an accounting of all revenue derived, directly or indirectly, as a result of the disclosure and/or use of iDrive's Proprietary Information and to disclose all .contacts and communications with iDrive's clients and/or customers generated thereby; (g) Imposes a constructive trust, for the benefit of iDrive, on all profits and other tangible benefits derived from business generated by Wagner in connection with and as a result of the violation of the RCA; (h) Compensatory damages, in an amount in excess of the limits of compulsory arbitration, as set forth in Count I; (i) Restitution damages for lost profits, in an amount in excess of the limits of compulsory arbitration, as set forth in Count I; and (j) Such other relief as the Court deems just and proper. COUNT III (iDrive vs. DePalma and RDG) (Tortious Interference with Contractual Relations) 57. All of the above paragraphs are incorporated herein as if more fully set forth at length. 58. DePalma and RDG knew or should have known of Wagner's covenants with iDrive at the time it engaged in business operations with Wagner. 59. Upon information and belief, DePalma and RDG solicited, encouraged, and/or induced Wagner, during and through her employment with RDG, to divert to RDG business that iDrive could have performed and had a right to expect would not be diverted as a result of Wagner engaging in conduct which conflicts with her obligations to iDrive. 60. DePalma and RDG knew or should have known that Wagner would violate her covenants with iDrive by assisting RDG's efforts in that regard. 61. By engaging in the conduct described above, DePalma and RDG have improperly and without privilege, justification, or excuse, intentionally and knowingly interfered with the contractual relationship established pursuant to the RCA between iDrive and Wagner, and directed or otherwise caused Wagner to breach her contractual obligations to iDrive under the RCA. 62. Upon information and belief, DePalma and RDG's conduct was and is, at all times material and relevant hereto, willful, malicious, and wanton, and undertaken for the purpose of harming iDrive's business and/or with reckless disregard for iDrive's legitimate business interests and/or Wagner's contractual obligations to iDrive pursuant to the RCA. 63. DePalma and RDG's conduct has caused and is causing iDrive irreparable harm. The irreparable harm includes, but is not limited to, disclosure and dilution of proprietary and trade secrets information, loss of business opportunities, and potential loss of customers and customer goodwill. 64. iDrive will continue to suffer irreparable harm unless injunctive relief is granted by the Court. 65. As a result of DePalma and RDG's conduct, iDrive will suffer significant monetary damages, as set forth above. WHEREFORE, iDrive respectfully requests that this Honorable Court enter an Order against DePalma and RDG and in favor of iDrive, which: (a) Awards permanent injunctive relief; (b) Requires DePalma and RDG to immediately and permanently cease utilizing Wagner's Proprietary Information for any and all purposes; (c) Requires DePalma and RDG to immediately, and for a period of one (1) year from the date of being so ordered, cease utilizing Wagner to directly or indirectly compete against iDrive; (d) Requires DePalma and RDG to immediately, and for a period of one (1) year from the date of being so ordered, cease any and all communications and negotiations with clients, customers, employees, contractors and/or agents of iDrive; (e) Requires DePalma and RDG, for a period of two (2) years from the date of being so ordered, to refrain from selling any and all products and/or services to any of the clients, customers, employees, contractors and/or agents of iDrive; (f) Requires DePalma and RDG to provide an accounting of all revenue derived, directly or indirectly, as a result of the disclosure and/or use of iDrive's Proprietary Information and to disclose all contacts and communications with iDrive's clients and/or customers generated thereby; (g) Imposes a constructive trust, for the benefit of iDrive, on all profits and other tangible benefits derived from business generated by Wagner in connection with and as a result of the violation of the RCA; (h) Compensatory damages, in an amount in excess of the limits of compulsory arbitration, as set forth in Count I; (i) Restitution damages for lost profits, in an amount in excess of the limits of compulsory arbitration, as set forth in Count I; and (j) Such other relief as the Court deems just and proper. COUNT IV (iDrive vs. Wagner, DePalma, and RDG) (Tortious Interference with Business Relations) 66. All of the above paragraphs are incorporated herein as if more fully set forth at length. 67. The aforementioned conduct of Wagner, DePalma and RDG constitutes tortious interference with iDrive's business relations with its clients, customers, employees, contractors and/or agents. 68. As a result of the tortious interference with iDrive's business relations, Wagner, DePalma, and RDG have caused and are causing iDrive irreparable harm. The irreparable harm includes, but is not limited to, disclosure and dilution of proprietary and trade secrets information, loss of business opportunities, and potential loss of customers and customer goodwill. 69. iDrive lacks an adequate remedy at law and, unless enjoined by this Court, Wagner, DePalma, and RDG will continue to cause irreparable injury and damage to iDrive as a result of the wrongful acts complained of herein. 70. As a result of Wagner, DePalma, and RDG's conduct, iDrive will suffer significant monetary damages. WHEREFORE, iDrive respectfully requests that this Honorable Court enter an Order against Wagner, DePalma, and RDG and in favor of iDrive, which: (a) Awards preliminary and permanent injunctive relief; (b) Awards permanent injunctive relief which requires Wagner to immediately, and for a period of one (1) year from the date of being so ordered, cease engaging in competition with iDrive; (c) Awards permanent injunctive relief which requires Wagner to immediately, and for a period of one (1) year from the date of being so ordered, cease contacting and/or communicating, by any and all means, with any of the clients, customers, employees, contractors and/or agents of iDrive; (d) Awards permanent injunctive relief which requires Wagner to immediately, and for a period of one (1) year from the date of being so ordered, cease working for RDG in any and all capacities; (e) Awards permanent injunctive relief which requires Wagner to return within twenty-four (24) hours all originals and all copies of any documents or data storage devices (including all media which contain computer generated and/or stored data) containing, reflecting, compiling or relating to iDrive's Proprietary Information; (f) Awards permanent injunctive relief which requires Wagner to cease any and all use of, any and all Proprietary Information of iDrive, including but not limited to business methods, plans and procedures, customer and supplier lists, techniques and processes, job orders, pricing data, lists and formulae, sales reports, financial and marketing data; (g) Requires DePalma and RDG to immediately and permanently cease utilizing Wagner's Confidential Information for any and all purposes; (h) Requires DePalma and RDG to immediately and permanently cease utilizing Wagner's Proprietary Information for any and all purposes; (i) Requires DePalma and RDG to immediately, and for a period of one (1) year from the date of being so ordered, cease utilizing Wagner to directly or indirectly compete against iDrive; (j) Requires DePalma and RDG to immediately, and for a period of one (1) year from the date of being so ordered, cease any and all communications and negotiations with clients, customers, employees, contractors and/or agents of iDrive; (k) Requires DePalma and RDG, for a period of two (2) years from the date of being so ordered, to refrain from selling any and all products and/or services to any of the clients, customers, employees, contractors and/or agents of iDrive; (1) Requires DePalma and RDG to provide an accounting of all revenue derived, directly or indirectly, as a result of the disclosure and/or use of iDrive's Proprietary Information and to disclose all contacts and communications with iDrive's clients and/or customers generated thereby; (m) Imposes a constructive trust, for the benefit of iDrive, on all profits and other tangible benefits derived from business generated by Wagner in connection with and as a result of the violation of the RCA; (n) Compensatory damages, in an amount in excess of the limits of compulsory arbitration, as set forth in Count I; (o) Restitution damages for lost profits, in an amount in excess of the limits of compulsory arbitration, as set forth in Count I; and (p) Such other relief as the Court deems just and proper. COUNT V (iDrive vs. Wagner, DePalma, and RDG) (Violation of Pennsylvania Uniform Trade Secrets Act, 12 Pa. C.S.A. &5301, et seq.) 71. All of the above paragraphs are incorporated herein as if more fully set forth at 72. Wagner had access to trade secrets and proprietary information belonging to 73. The confidential and trade secret information to which Wagner had access was not generally known or readily ascertainable. 74. The confidential and trade secret information to which Wagner had access: (a) derives independent economic value to iDrive as a result of that information's secret and proprietary nature and (b) provides iDrive with a competitive advantage. 75. iDrive made a significant investment of money, time and resources to develop its proprietary and trade secret information. 76. iDrive took reasonable measures to maintain the secrecy and confidentiality of this information. 77. Wagner willfully and maliciously misappropriated iDrive's trade secret and information. 78. Wagner has disclosed, or inevitably will use, iDrive's trade secret information in the course and scope of her ownership and/or employment with RDG. 79. iDrive had been damaged as a result of Wagner's misappropriation. length. iDrive. 80. Wagner's misappropriation of iDrive's trade secrets will cause iDrive to suffer irreparable harm for which there exists no adequate remedy at law. 81. iDrive is entitled to preliminary and permanent injunctive relief to: (a) prevent further use and disclosure of trade secrets by Wagner in violation of the Pennsylvania Uniform Trade Secrets Act and (b) require the return of all of iDrive's Proprietary Information. 82. Additionally, with regard to the misappropriation of trade secrets by Wagner, DePalma and RDG in violation of the Pennsylvania Uniform Trade Secrets Act that have occurred as of the date of the filing of this Complaint and prior to Wagner, DePalma and RDG being enjoined from causing further damages, iDrive is entitled to consequential damages, including but not limited to restitution damages for lost profits during the affected period. WHEREFORE, iDrive respectfully requests that this Honorable Court enter an Order against Wagner, DePalma, and RDG and in favor of iDrive, which: (a) Awards preliminary and permanent injunctive relief; (b) Awards permanent injunctive relief which requires Wagner to immediately, and for a period of one (1) year from the date of being so ordered, cease engaging in competition with iDrive; (c) Awards permanent injunctive relief which requires Wagner to immediately, and for a period of one (1) year from the date of being so ordered, cease contacting and/or communicating, by any and all means, with any of the clients, customers, employees, contractors and/or agents of iDrive; (d) Awards permanent injunctive relief which requires Wagner to immediately, and for a period of one (1) year from the date of being so ordered, cease working for RDG in any and all capacities; (e) Awards permanent injunctive relief which requires Wagner to return within twenty-four (24) hours all originals and all copies of any documents or data storage devices (including all media which contain computer generated and/or stored data) containing, reflecting, compiling or relating to iDrive's Proprietary Information; (f) Awards permanent injunctive relief which requires Wagner to cease any and all use of, any and all Proprietary Information of iDrive, including but not limited to business methods, plans and procedures, customer and supplier lists, techniques and processes, job orders, pricing data, lists and formulae, sales reports, financial and marketing data; (g) Requires DePalma and RDG to immediately and permanently cease utilizing Wagner's Confidential Information for any and all purposes; (h) Requires DePalma and RDG to immediately and permanently cease utilizing Wagner's Proprietary Information for any and all purposes; (i) Requires DePalma and RDG to immediately, and for a period of one (1) year from the date of being so ordered, cease utilizing Wagner to directly or indirectly compete against iDrive; (j) Requires DePalma and RDG to immediately, and for a period of one (1) year from the date of being so ordered, cease any and all communications and negotiations with clients, customers, employees, contractors and/or agents of iDrive; (k) Requires DePalma and RDG, for a period of two (2) years from the date of being so ordered, to refrain from selling any and all products and/or services to any of the clients, customers, employees, contractors and/or agents of iDrive; (1) Requires DePalma and RDG to provide an accounting of all revenue derived, directly or indirectly, as a result of the disclosure and/or use of iDrive's Proprietary Information and to disclose all contacts and communications with iDrive's clients and/or customers generated thereby; (m) Imposes a constructive trust, for the benefit of iDrive, on all profits and other tangible benefits derived from business generated by Wagner in connection with and as a result of the violation of the RCA; (n) Compensatory damages, in an amount in excess of the limits of compulsory arbitration, as set forth in Count I; (o) Restitution damages for lost profits, in an amount in excess of the limits of compulsory arbitration, as set forth in Count I; and (p) Such other relief as the Court deems just and proper. COUNT VI (iDrive v. Wagner, DePalma and RDG) (Conversion) 83. All of the above paragraphs are incorporated herein as if more fully set forth at length. 84. Wagner, DePalma and RDG have converted property belonging to iDrive without legal justification or privilege. 85. As a result of Wagner, DePalma and RDG's conduct, iDrive has or will suffer substantial harm in an amount to be determined, and harm for which there is no adequate remedy at law and is therefore entitled to injunctive relief. WHEREFORE, iDrive respectfully requests that this Honorable Court enter an Order against Wagner, DePalma, and RDG and in favor of iDrive, which: (a) Awards preliminary and permanent injunctive relief; (b) Awards permanent injunctive relief which requires Wagner to immediately, and for a period of one (1) year from the date of being so ordered, cease engaging in competition with iDrive; (c) Awards permanent injunctive relief which requires Wagner to immediately, and for a period of one (1) year from the date of being so ordered, cease contacting and/or communicating, by any and all means, with any of the clients, customers, employees, contractors and/or agents of iDrive; (d) Awards permanent injunctive relief which requires Wagner to immediately, and for a period of one (1) year from the date of being so ordered, cease working for RDG in any and all capacities; (e) Awards permanent injunctive relief which requires Wagner to return within twenty-four (24) hours all originals and all copies of any documents or data storage devices (including all media which contain computer generated and/or stored data) containing, reflecting, compiling or relating to iDrive's Proprietary Information; (f) Awards permanent injunctive relief which requires Wagner to cease any and all use of, any and all Proprietary Information of iDrive, including but not limited to business methods, plans and procedures, customer and supplier lists, techniques and processes, job orders, pricing data, lists and formulae, sales reports, financial and marketing data; (g) Requires DePalma and RDG to immediately and permanently cease utilizing Wagner's Confidential Information for any and all purposes; (h) Requires DePalma and RDG to immediately and permanently cease utilizing Wagner's Proprietary Information for any and all purposes; (i) Requires DePalma and RDG to immediately, and for a period of. one (1) year from the date of being so ordered, cease utilizing Wagner to directly or indirectly compete against iDrive; (j) Requires DePalma and RDG to immediately, and for a period of one (1) year from the date of being so ordered, cease any and all communications and negotiations with clients, customers, employees, contractors and/or agents of iDrive; (k) Requires DePalma and RDG, for a period of two (2) years from the date of being so ordered, to refrain from selling any and all products and/or services to any of the clients, customers, employees, contractors and/or agents of iDrive; (1) Requires DePalma and RDG to provide an accounting of all revenue derived, directly or indirectly, as a result of the disclosure and/or use of iDrive's Proprietary Information and to disclose all contacts and communications with iDrive's clients and/or customers generated thereby; (m) Imposes a constructive trust, for the benefit of iDrive, on all profits and other tangible benefits derived from business generated by Wagner in connection with and as a result of the violation of the RCA; (n) Compensatory damages, in an amount in excess of the limits of compulsory arbitration, as set forth in Count I; (o) Restitution damages for lost profits, in an amount in excess of the limits of compulsory arbitration, as set forth in Count I; and (p) Such other relief as the Court deems just and proper. COUNT VII (iDrive v. Wagner, DePalma and RDG) (Conspiracy) 86. All of the above paragraphs are incorporated herein as if more fully set forth at length. 87. Wagner, DePalma and RDG combined to deprive iDrive of its property and rights, as set forth above. 88. Their actions are in violation of the law, including, but not limited to, as set forth above and 18 Pa.C.S.A. §3930. 89. They have committed overt acts in furtherance of their common purpose. 90. iDrive has suffered actual damage. 91. As a result of Wagner, DePalma, and RDG's conduct, iDrive has or will suffer substantial harm in an amount to be determined, and harm for which there is not adequate remedy at law and is therefore entitled to injunctive relief. WHEREFORE, iDrive respectfully requests that this Honorable Court enter an Order against Wagner, DePalma, and RDG and in favor of iDrive, which: (a) Awards preliminary and permanent injunctive relief; (b) Awards permanent injunctive relief which requires Wagner to immediately, and for a period of one (1) year from the date of being so ordered, cease engaging in competition with iDrive; (c) Awards permanent injunctive relief which requires Wagner to immediately, and for a period of one (1) year from the date of being so ordered, cease contacting and/or communicating, by any and all means, with any of the clients, customers, employees, contractors and/or agents of iDrive; (d) Awards permanent injunctive relief which requires Wagner to immediately, and for a period of one (1) year from the date of being so ordered, cease working for RDG in any and all capacities; (e) Awards permanent injunctive relief which requires Wagner to return within twenty-four (24) hours all originals and all copies of any documents or data storage devices (including all media which contain computer generated and/or stored data) containing, reflecting, compiling or relating to iDrive's Proprietary Information; (f) Awards permanent injunctive relief which requires Wagner to cease any and all use of, any and all Proprietary Information of iDrive, including but not limited to business methods, plans and procedures, customer and supplier lists, techniques and processes, job orders, pricing data, lists and formulae, sales reports, financial and marketing data; (g) Requires DePalma and RDG to immediately and permanently cease utilizing Wagner's Confidential Information for any and all purposes; (h) Requires DePalma and RDG to immediately and permanently cease utilizing Wagner's Proprietary Information for any and all purposes; (i) Requires DePalma and RDG to immediately, and for a period of one (1) year from the date of being so ordered, cease utilizing Wagner to directly or indirectly compete against iDrive; (j) Requires DePalma and RDG to immediately, and for a period of one (1) year from the date of being so ordered, cease any and all communications and negotiations with clients, customers, employees, contractors and/or agents of iDrive; (k) Requires DePalma and RDG, for a period of two (2) years from the date of being so ordered, to refrain from selling any and all products and/or services to any of the clients, customers, employees, contractors and/or agents of iDrive; (1) Requires DePalma and RDG. to provide an accounting of all revenue derived, directly or indirectly, as a result of the disclosure and/or use of iDrive's Proprietary Information and to disclose all contacts and communications with iDrive's clients and/or customers generated thereby; (m) Imposes a constructive trust, for the benefit of iDrive, on all profits and other tangible benefits derived from business generated by Wagner in connection with and as a result of the violation of the RCA; (n) Compensatory damages, in an amount in excess of the limits of compulsory arbitration, as set forth in Count I; (o) Restitution damages for lost profits, in an amount in excess of the limits of compulsory arbitration, as set forth in Count I; and (p) Such other relief as the Court deems just and proper. COUNT VIII (iDrive v. Wagner, DePalma and RDG) (Unfair Competition) 92. All of the above paragraphs are incorporated herein as if more fully set forth at length. 93. The aforementioned conduct of Wagner, DePalma, and RDG constitutes unfair competition. 94. As a result of this unfair competition, Wagner, DePalma, and RDG have caused and are causing iDrive irreparable harm. The irreparable harm includes, but is not limited to, disclosure and dilution of proprietary and trade secrets information, loss of business opportunities, and potential loss of customers and customer goodwill. 95. iDrive lacks an adequate remedy at law and, unless enjoined by this Court, Wagner, DePalma, and RDG will continue to cause irreparable injury and damage to iDrive as a result of the wrongful acts complained of herein. 96. As a result of Wagner, DePalma, and RDG's conduct that has already occurred, iDrive will suffer significant monetary damages. WHEREFORE, iDrive respectfully requests that this Honorable Court enter an Order against Wagner, DePalma, and RDG and in favor of iDrive, which: (a) Awards preliminary and permanent injunctive relief; (b) Awards permanent injunctive relief which requires Wagner to immediately, and for a period of one (1) year from the date of being so ordered, cease engaging in competition with iDrive; (c) Awards permanent injunctive relief which requires Wagner to immediately, and for a period of one (1) year from the date of being so ordered, cease contacting and/or communicating, by any and all means, with any of the clients, customers, employees, contractors and/or agents of iDrive; (d) Awards permanent injunctive relief which requires Wagner to immediately, and for a period of one (1) year from the date of being so ordered, cease working for RDG in any and all capacities; (e) Awards permanent injunctive relief which requires Wagner to return within twenty-four (24) hours all originals and all copies of any documents or data storage devices (including all media which contain computer generated and/or stored data) containing, reflecting, compiling or relating to iDrive's Proprietary Information; (f) Awards permanent injunctive relief which requires Wagner to cease any and all use of, any and all Proprietary Information of iDrive, including but not limited to business methods, plans and procedures, customer and supplier lists, techniques and processes, job orders, pricing data, lists and formulae, sales reports, financial and marketing data; (g) Requires DePalma and RDG to immediately and permanently cease utilizing Wagner's Confidential Information for any and all purposes; (h) Requires DePalma and RDG to immediately and permanently cease utilizing Wagner's Proprietary Information for any and all purposes; (i) Requires DePalma and RDG to immediately, and for a period of one (1) year from the date of being so ordered, cease utilizing Wagner to directly or indirectly compete against iDrive; (j) Requires DePalma and RDG to immediately, and for a period of one (1) year from the date of being so ordered, cease any and all communications and negotiations with clients, customers, employees, contractors and/or agents of iDrive; (k) Requires DePalma and RDG, for a period of two (2) years from the date of being so ordered, to refrain from selling any and all products and/or services to any of the clients, customers, employees, contractors and/or agents of iDrive; (1) Requires DePalma and RDG to provide an accounting of all revenue derived, directly or indirectly, as a result of the disclosure and/or use of iDrive's Proprietary Information and to disclose all contacts and communications with iDrive's clients and/or customers generated thereby; (m) Imposes a constructive trust, for the benefit of iDrive, on all profits and other tangible benefits derived from business generated by Wagner in connection with and as a result of the violation of the RCA; (n) Compensatory damages, in an amount in excess of the limits of compulsory arbitration, as set forth in Count I; (o) Restitution damages for lost profits, in an amount in excess of the limits of compulsory arbitration, as set forth in Count I; and (P) Such other relief as the Court deems just and proper. COUNT IX (iDrive vs. DePalma and RDG) (Unjust Enrichment) 97. All of the above paragraphs are incorporated herein as if more fully set forth at length. 98. iDrive paid valuable consideration in exchange for Wagner's agreement to abide by the terms of the contractual obligations set forth in the RCA. 99. DePalma and RDG have been and will be unjustly enriched by Wagner's contravention of her contractual obligations to iDrive. 100. DePalma and RDG's actions constitute unjust enrichment of a benefit to the loss of iDrive which is against the fundamental principles of justice and good conscience and is patently unfair. 101. As a result of DePalma and RDG's actions including the willful and knowing actions that caused the violation of the RCA by DePalma and RDG, iDrive has suffered and continues to suffer irreparable harm. The irreparable harm includes, but is not limited to, disclosure and dilution of proprietary and trade secrets information, loss of business opportunities, and potential loss of customers and customer goodwill. 102. iDrive lacks an adequate remedy at law and, unless enjoined by this Court, Wagner, DePalma, and RDG will continue to cause irreparable injury and damage to iDrive as a result of the wrongful acts complained of herein. 103. As a result of DePalma and RDG's conduct, iDrive will suffer significant monetary damages. WHEREFORE, IDrive respectfully requests that this Honorable Court enter an Order against DePalma and RDG and in favor of IDrive, which: (a) Awards preliminary and permanent injunctive relief; (b) Requires DePalma and RDG to immediately and permanently cease utilizing Wagner's Proprietary Information for any and all purposes; (c) Requires DePalma and RDG to immediately, and for a period of one (1) year from the date of being so ordered, cease utilizing Wagner to directly or indirectly compete against iDrive; (d) Requires DePalma and RDG to immediately, and for a period of one (1) year from the date of being so ordered, cease any and all communications and negotiations with clients, customers, employees, contractors and/or agents of iDrive; (e) Requires DePalma and RDG, for a period of two (2) years from the date of being so ordered, to refrain from selling any and all products and/or services to any of the clients, customers, employees, contractors and/or agents of iDrive; (f) Requires DePalma and RDG to provide an accounting of all revenue derived, directly or indirectly, as a result of the disclosure and/or use of iDrive's Proprietary Information and to disclose all contacts and communications with iDrive's clients and/or customers generated thereby; (g) Imposes a constructive trust, for the benefit of iDrive, on all profits and other tangible benefits derived from business generated by Wagner in connection with and as a result of the violation of the RCA; (h) Compensatory damages, in an amount in excess of the limits of compulsory arbitration, as set forth in Count I; (i) Restitution damages for lost profits, in an amount in excess of the limits of compulsory arbitration, as set forth in Count I; and (j) Such other relief as the Court deems just and proper. Respectfully submitted, GROSS McGINLEY, LLP BY: Date: December, 2014 N L. SPE • L , SQUIRE orney I.D. # 06387 ANDREW H. ' • ._ ! , JR., ESQUIRE Attorney I.D. #88770 33 South 7th Street P.O. Box 4060 Allentown, PA 18105-4060 Phone: (610) 820-5450 Fax: (610) 820-6006 Email: lspeziale@grossmcginley.com Attorneys for Plaintiff IDRIVE INTERACTIVE, LLC EXHIBIT A AGREEMENT ThisAGREEMENT dated b e G i 1 , 2012.—(`Effective Date") b een j.s , an adult individual residing at j 4, Laura Lu ("Employee" and iDRIVE INTERACTIVE, LLC, a Pennsylvania limited liability company principle place of business located at 3909 Hartzdale Drive, Suite 907, Camp Hill, PA 17011, ("Employer"). Employer and Employee are sometime referred to herein together as the "parties" or each a "per" For and in consideration of the payment of Two Hundred ($200.00) Dollars and other good and valuable consideration, the parties, intending to be legally bound, agree as follows: SECTION 1- INTERPRETATION 1.1 Defined Terms. The following terms shall have the following meanings: Agreement. This Agreement and all future amendments to this Agreement. Business Activities. Individually and collectively, all business activities carried on by the Employer and any affiliates, parents, and/or subsidiaries as of the date of this Agreement, or during the Term of this Agreement. Proprietary Information. Individually and collectively (i) business opportunities, technology, development, current and future product information, research, projects, trade secrets, "know- how" or other technical data, reports, interpretations, forecasts, records, and other documents, know-how, technology, processes, methods, formulae, compositions, inventions, devices, plans, strategies, studies, intellectual property, (ii) financial information, forecasts, existing and prospective customer names, addresses and related data, vendor names, vendor addresses, and vendor related data, contracts, practices, services and support, procedures, the substance of agreements with customers, suppliers, and others, marketing arrangements and other business information including, but not limited to, software, reports, methods, strategies, plans, documents, data, costs, profits, markets, sales, regulatory information and requirements, marketing data, and (iii) any other intellectual property or other information of a similar nature not generally known in the trade or business of the Employer. 1.2 Headings. The section, subsection and other headings in this Agreement are included for reference purposes only and do not affect the interpretation of this Agreement. 1.3 Governing Law and Jurisdiction and Venue. This Agreement is a contract which shall be construed for all purposes in accordance with the laws of the Commonwealth of Pennsylvania. The parties acknowledge and agree that Cumberland County, Pennsylvania, and the United States District Court for the Middle District of Pennsylvania shall have jurisdiction and venue over any disputes arising under this Agreement. SECTION 2 - EMPLOYEE COVENANTS 2.1 Proprietary Information. (a) The Employee understands that as an employee of the Employer, the Employee will have access to Proprietary Information and further acknowledges and agrees that the Employee's relationship to the Employer is fiduciary in nature. (b) The Employee acknowledges and agrees that the Employee shall not make use of. Proprietary Information of Employer or any of its affiliates, subsidiaries, or parents, except on behalf of the Employer and shall not disclose any Proprietary Information either during or after the Term, except as directed or pre -approved by Employer, or use any such Proprietary Information in connection with any other business relationship, or for any purpose other than in direct furtherance of Employee's obligations and duties hereunder, or in any capacity other than as an employee of Employer. 2.2 Gratuities; Conflicts of Interest. The Employee shall not accept, directly or indirectly, from any supplier or possible supplier to the Employer or the Employer's existing or prospective customers, anything of value, including but not limited to money, gifts, entertainment, favors, loans, goods or services. "Employer" in this section includes any affiliates, subsidiaries, or parents of Employer. SECTION 3 - NON -SOLICITATION / NON-INTERFERENCE / NON -COMPETITION 3.1 Covenants. The Employee acknowledges the competitive nature of the Employer's business and agrees: (a) Non -Solicitation / Non -Interference. While employed by Employer and for a period of one (1) year after Employee's employment with Employer is terminated for any reason by. Employer (with or without cause) or by Employee (with or without cause), Employee shall 'NI to solicit directly or indirectly for employment or other business relationship of any type any cliencustomer, employee, contractor or agent of Employer or any of its affiliates, parents, or subsidiaries. Such Employee further agrees not to directly or indirectly interfere, in any manner, with any client, customer, employee, contractor or agent's relationship with the Employer or any of its affiliates, parents, or subsidiaries. (b) Non -Competition. While employed by Employer and for a period of one (1) year after Employee's employment with Employer is terminated for any reason by Employer (with or without cause) or by Employee (with or without cause), Employee shall not, for a period of one (1) year following such termination engage in competition with Employer. For purposes of this Agreement, Employee shall be deemed to "engage in competition" with Employer if he shall directly or indirectly, either individually or as a stockholder, director, officer, partner, consultant, owner, executive, agent, or in any other capacity, work for, consult with or otherwise assist any person or entity listed on Exhibit "A" attached hereto. Employee agrees that the restrictions imposed upon him by the provisions of this Section are fair and reasonable considering the nature of Employer's business, and are reasonably required for the protection of Employer. (c) It is the intention of the parties that the provisions contained in Sections 3.1 have the broadest application possible consistent with applicable law and this Agreement. If any provision of this Agreement is modified or held ineffective by any court in any respect, such adjudication shall not invalidate or render ineffective any of the other provisions hereof. If, contrary to the intent of the parties, any covenant or agreement in this Section 3.1 is found not to be reasonably necessary for the protection of the Employer or any of its affiliates, parents, or subsidiaries, or to be unreasonable as to duration, scope, or nature of restriction, to impose an undue hardship, or to be contrary to the public interest, then it is the desire of the parties that such covenant or agreement not be rendered invalid thereby, but rather that the duration, scope or nature of the restriction be deemed reduced or modified to the extent necessary to render such covenant or agreement reasonable, valid, and enforceable. (d) Employee acknowledges that there are material benefits bestowed by this Agreement that constitute valuable and separate consideration for Employee's agreement with respect to this Section 3. . n &xci ud e.6C-Urtyoc A -m e4fica cal& Cor n..ra» J CPAs. 3.2 Remedies. (a) The Employee acknowledges that the Employer's remedies at law for a breach or threatened breach by the Employee of the covenants in subsection 3.1 are inadequate. (b) If the Employee breaches or threatens to breach the covenants in subsection 3.1, the Employer, in addition to all other available remedies, shall be entitled, without posting of bond and without opposition by the Employee, to relief in the form of specific performance, temporary restraining order, injunction or any other equitable remedy which may be available. 4.0 Miscellaneous. This Agreement contains the entire agreement between the parties relating to terms of employment and non -competition. The parties may amend this Employment Agreement only by a written agreement signed by both of them. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and when taken together, shall constitute one and the same Agreement. IN WITNESS WHEREOF, the parties have set their hands and seals the day and year first above written, intending to be legally bound hereby. iDRIVE ERACTIVE, LLC: EXHIBIT "A" �� l 7,1 A The following is a list of restrictedpersons or entities as described in Sectio V Josh Grey 2. Tanya Brown 3. Leroy Bricker 4. Cutting Edge Media, Inc. 5. Adconion Media Group 6. Any company or business engaged in the Business Activities within a fifty (50) mile radius area of the Employer's office at the time of the execution of this Agreement. EXHIBIT B From: Hope Wagner <corrissawagner@gmail.com> Date: October 23, 2014 at 6:25:17 AM EDT To: Bryan DePalma <bryan@idriveinteractive.com> Subject: Getting together Hi Bryan! We are about six weeks out from our business launch!! Can you believe it! I can't and I am so excited. What does your schedule look like Friday? Can you meet me at El Sol around 12:30? Also I will be in Camp Hill Saturday if lunch Saturday works better for you and your family. I have an appointment until 1:00 but would be available after that? I will have the job outline and the goals for the first 3 months. To give you a head start and feel for what we will be tackling in terms of business development out of the gate. I would like to have the foundation prepped for decent revenue ($15-$20k) in the first 30 days. We are going to be successful and I believe we will be able to get you back to what you were earning within the first two years if not more. Thanks Bryan!! Let's Roll! :) Sent from my iPhone i EXHIBIT C • ATTORNEYS MALCOLM 1. GROSS PAULA. McGINLEY HOWARD S. STEVENS DONALD La BARRE, JR. J. JACKSON EATON, III MICHAEL A. HENRY PATRICK J. REILLY ANNE K. MANLEY SUSAN ELLIS WILDS• VICTOR F. CAVACINI THOMAS E. REILLY, JR. STUART T. SHMOOKLER JAMES A. RITTER JOHN F. GROSS ROBERT A. ALPERT ALLEN 1. TULLAR RAYMOND J. DeRAYMOND THOMAS A. CAPEHART KIMBERLY G. KRUPKA KIMBERLY A. SPOTTS-KIMMEL ANDREW H. RALSTON, JR. LOREN L. SPEZIALE°t CHARLES I. FONZONE JENNIFER L. WEED A • MICHAELI. BLUM• SAMUEL E. COHEN. GRAIG M. SCHULTZ° ZACHARY R. FOWLER NICOLE M. O'HARA' CHRISTOPHER W. GITTINGER DAVID W. CROSSON° *Also admitted in NY °Also admitted in NJ Also admitted in DC •Also admitted in MD .Also admitted in MA A Also admitted in 11 • Also admitted in NM Allentown Office: 33 S. Seventh Street P.O. Box 4060 Allentown, PA 18105 Phone: 610/820-5450 Fax: 610/820-6006 Easton Office: 101 Larry Holmes Drive Suite 202 Easton, PA 18042 Phone: 610/258-1506 Fax: 610/258-0701 Emmaus Office 111 East Harrison Street Suite 2 Emmaus, PA 18049 Phone: 610/967-1030 Fax: 610/967-0622 GROSSMCGINLEYLLP ATTORNEYS AT LAW Loren L. Speziale 101 Larry Holmes Drive, Suite 202 Easton, PA 18042 Direct Dial Number 610/871-1331 lspeziale@grossmcginley.com October 31, 2014 Via Electronic Mail - corrissawagnerragmail.com and Certified Mail, Return Receipt Requested 7012 3460 0002 4422 2773 Hope Wagner 16 Laura Lane Gettysburg, PA 17011 RE: Agreement dated December 11, 2012 Dear Ms. Wagner: We represent iDrive Interactive, LLC ("iDrive"). It is our understanding that, on or about October 13, 2014, you provided iDrive with notice of your voluntary resignation of your employment with iDrive. At that time, it was agreed that you would remain employed with iDrive through November 21, 2014 for the purpose of training your replacement. As a result of recent discoveries by iDrive with regard to your anticipated new employment, the effective date of your resignation was changed to October 27, 2014. Specifically, as you are aware, on October 23, 2014, iDrive learned that you had accepted employment with the company Graphcom, Inc., which has its registered office at 1219 Chambersburg Road, Gettysburg, PA 17325 ("Graphcom"). At that time, it was discovered by iDrive that you had been and were specifically working on the establishment and launch of a new email marketing division for Graphcom and had engaged or were in the process of soliciting Puresend, a client of iDrive, to be a client of Graphcom as part of its new division. In light of this information, I am writing to remind you of your continuing obligations to iDrive pursuant to the Agreement between you and iDrive dated December 11, 2012 (the "Agreement"). For ease of reference, a copy of the Agreement is attached hereto. Specifically, Section 3.1(a) of the Agreement provides, in relevant part: Non-Solicitation/Non-Interference. While employed by Employer and for a period of one (1) year after Employee's employment with Employer is terminated for any reason by Employer (with or without cause) or by Employee (with or without cause), Employee shall not to solicit directly or indirectly for employment or other business relationship of any type any client, customer, employee, contractor, or agent of Employer or any of its affiliates, parents, or subsidiaries. Such Employee further agrees not to directly or indirectly interfere, in any manner, with any client, customer, employee, contractor or agent's relationship with the Employer or any of its affiliates, parents, or subsidiaries. www.GrossMcGinley.com Hope Wagner October 31, 2014 Page 2 Additionally, Section 3.1(b) of the Agreements states, as follows: Non -Competition. While employed by Employer andfor a period of one (1) year after Employee's employment with Employer is terminated for any reason by Employer (with or without cause) or by Employee (with or without cause), Employee shall not, for a period of one (1) year following such termination engage in competition with Employer. For purposes of this Agreement, Employee shall be deemed to "engage in competition" with Employer if he shall directly or indirectly, either individually or as a stockholder, director, officer, partner, consultant, owner, executive, agent, or in any other capacity, work for, consult with or otherwise assist any person or entity listed on Exhibit "A" attached hereto. Employee agrees that the restrictions imposed upon him by the provisions of this Section are fair and reasonable considering the nature of Employer's business, and are reasonably requiredfor the protection of Employer. Exhibit "A" of the Agreement lists as a restricted entity "any company or business engaged in the Business Activities within a fifty (50) mile radius area of the Employer's office at the time of the execution of this Agreement." "Business Activities" is defined as "all business activities carried on by the Employer and any affiliates, parents, and/or subsidiaries as of the date of this Agreement, or during the Term of this Agreement." The "Term" of the Non-Solicitation/Non-Interference term and Non -Competition term is for a one (1) year period following your separation of employment. Based upon the information obtained from you to date, you have initiated and are in the process of launching a new division of Graphcom, a company within the fifty (50) mile radius of iDrive, that is similar to and competes with iDrive. This is a violation of the terms of the Agreement signed by you. Additionally, you have solicited Puresend as a client of this new division of Graphcom. Puresend is a business with whom iDrive contracts for purposes of conducting its Business Activities. Because iDrive contracts with Puresend, it appears you are soliciting and have solicited clients of iDrive to facilitate your development of this new competitive business, which is also a violation of the terms of the Agreement. In light of this conduct, you are hereby directed to immediately cease and desist from violating the Agreement. Specifically, acceptance of employment with Graphcom and the development of this new division of Graphcom will be deemed a violation of the Agreement. iDrive demands that you not accept employment with Graphcom; cease and desist from the creation of the new competitive division for Graphcom; cease and desist from soliciting a business relationship with entities with whom iDrive contracts for purposes of conducting its Business Activities; and cease and desist from soliciting clients of iDrive. iDrive demands that you provide immediate written confirmation that you will adhere to these demands and comply with the terms of the Agreement. Further, we understand that you have in your possession Proprietary Information of iDrive, as that term is defined under Paragraph 1.1 of the Agreement, which includes certain documents, materials, client and vendor information, financial information, and property provided by, belonging to, created by, or obtained from iDrive. Demand is hereby made for the immediate return of all such materials, including electronic copies thereof, and a notarized certification from you that all electronic copies have been destroyed and permanently deleted, and have never been transferred, forwarded, or copied to any other entity, person, account, device, or repository outside the employ, ownership, or control of iDrive. Additionally, iDrive demands that you cease and desist from making use of or disclosing any Proprietary Information of iDrive for any purpose or in the course of any future business relationship. www.GrossMcGinley.com Hope Wagner October 31, 2014 Page 3 It is requested that you comply with these demands by Wednesday, November 5, 2014. Absent full, immediate, unqualified compliance with these demands, we will place Graphcom and Puresend on notice that they are to cease and desist from participating with you in the violation of the Agreement. iDrive is prepared to take all appropriate actions to protect its interests as well as its trade secrets, confidential, proprietary, and other information and to enforce the Agreement. iDrive reserves its right to seek any and all remedies, including injunctive relief and money damages, against you arising out of any breach by you of the Agreement, the Pennsylvania Uniform Trade Secrets Act, and other applicable laws. Please be guided accordingly. LLS/pme Enclosure cc: iDrive Interactive, LLC Very truly yours, iale www.GrossMcGinley.com VERIFICATION I, RICK MILLER, President of IDRIVE INTERACTIVE, LLC, am an authorized agent of IDRIVE INTERACTIVE, LLC, and as such I am authorized to make this Verification on behalf of IDRIVE INTERACTIVE, LLC. I verify that the facts set forth in the foregoing COMPLAINT are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S.A. §4904, relating to unsworn falsification to authorities. IDRIVE INTERACTIVE, LLC Date: /0/20/ 'II BY: , Rick Miller President IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION - LAW iDRIVE INTERACTIVE, LLC, )an Plaintiff ) Na vs. ) ) HOPE ELLIS aka HOPE WAGNER, ) REACH. DIGITAL GROUP, and ) BRYAN DEPALMA, ) Defendants ) PETITION FOR PRELIMINARY INJUNCTIVE RELIEF AND NOW comes the Plaintiff, iDrive Interactive, LLC, by and through its attorneys of record, Gross McGinley, LLP, and files the within Petition for Preliminary Injunctive Relief, alleging in support thereof as follows: I. FACTUAL BACKGROUND. 1. IDrive Interactive, LLC ("Plaintiff' or "iDrive") is a Pennsylvania limited liability company with a principal office located at 3909 Hartzdale Drive, Suite 907, Camp Hill, PA 17011. 2. iDrive is, and was at all relevant times, engaged in the business of a performance- based online marketing company focusing primarily on email marketing. 3. iDrive is a privately -owned company that is headquartered in Camp Hill, Pennsylvania and operates internationally, but primarily in the United States and United Kingdom. 4. Upon information and belief, defendant Hope Ellis a/k/a Hope Wagner ("Wagner") is a competent adult individual residing at 16 Laura Lane, Gettysburg, PA 17011. 5. Upon information and belief, defendant Bryan DePalma ("DePalma") is a competent adult individual residing at 4604 Danbury Road, Harrisburg, Pennsylvania 17109. 1 6. Upon information and belief, defendant reach. Digital Group ("RDG") is an unknown form of business entity, of unknown domicile, and with a purported principal place of business located at 5100 Buckeystown Pike, Suite 223 Frederick, Maryland. 7. RDG is in the same business as iDrive and operates in the same geographic region. 8. On or about January 17, 2011, Wagner was employed by iDrive to serve in the position of Chief Financial Officer. 9. On or about December 11, 2012, Wagner and iDrive negotiated and entered into a Restrictive Covenant Agreement ("RCA"). A true and correct copy of the RCA signed by Wagner is attached hereto and incorporated herein as Exhibit "A." 10. In consideration of her execution of the RCA, Wagner received a payment of two hundred dollars ($200.00). See Exhibit A. 11. As is material and relevant hereto, the RCA restricted Wagner's post -employment in the following ways: 3.1 Covenants. The Employee acknowledges the competitive nature of the Employer's business and agrees: Non-Solicitation/Non-Interference. While employed by Employer and for a period of one (1) year after Employee's employment with Employer is terminated for any reason by directly or indirectly for employment or other business relationship of any type any client, customer, employee, contractor or agent of Employer or any of its affiliates, parents, or subsidiaries. Such Employee further agrees not to directly or indirectly interfere, in any manner, with any client, customer, employee, contractor or agent's relationship with the Employer or any of its affiliates, parents, or subsidiaries. Non -Competition. While employed by Employer and for a period of one (1) year after Employee's employment with Employer is terminated for any reason by Employer (with or without cause) or by Employee (with or without cause), Employee shall not, for a period of one (1) year following such termination engage in competition with Employer. For purposes of 2 this Agreement, Employee shall be deemed to "engage in competition" with Employer if he shall directly or indirectly, either individually or as a stockholder, director, officer, partner, consultant, owner, executive, agent, or in any other capacity, work for, consult with, or otherwise assist any person or entity listed on Exhibit "A" attached hereto. Employee agrees that the restrictions imposed upon him by the provisions of this Section are fair and reasonable considering the nature of Employer's business, and are reasonably required for the protection of Employer. See Exhibit A, §3.1(a) & (b). 12. In the RCA, Wagner further agreed as follows: It is the intention of the parties that the provisions contained in Section 3.1 have the broadest application possible consistent with applicable law and this Agreement. [] See Exhibit A, §3.1(c). 13. Exhibit "A" to the RCA identified restricted persons or entities as described in Section 3.1, including but not limited to the following: Any company or business engaged in the Business Activities within a fifty (50) mile radius area of the Employer's office at the time of the execution of this Agreement. See Exhibit A, Exhibit "A". 14. The RCA defines Business Activities as follows: Individually and collectively, all business activities carried on by the Employer and any affiliates, parents, and/or subsidiaries as of the date of this Agreement, or during the Term of this Agreement. See Exhibit A, §1.1. 15. At the time the RCA was executed, the office of iDrive was located at 3909 Hartzdale Drive, Suite 907, Camp Hill, Pennsylvania. 16. Further, as is material and relevant hereto, the RCA restricted Wagner's post - employment disclosure of proprietary information as follows: 3 The Employee understands that as an employee of the Employer, the Employee will have access to Proprietary Information and further acknowledges and agrees that the Employee's relationship to the Employer is fiduciary in nature. The Employee acknowledges and agrees that the Employee shall not make use of Proprietary Information or Employer or any of its affiliates, subsidiaries, or parents, except on behalf of the Employer and shall not disclose any Proprietary Information in connection with any other business relationship, or for any purpose other than in direct furtherance of Employee's obligations and duties hereunder, or in any capacity other than as an employee of Employer. See Exhibit A, §2.1(a) & (b). 17. The RCA defines Proprietary Information as follows: Individually and collectively (i) business opportunities, technology, development, current and future product information, research, projects, trade secrets, "know-how" or other technical data, reports, interpretations, forecasts, records, and other documents, know-hows, technology, processes, methods, formulae, compositions, inventions, devices, plans, strategies, studies, intellectual property, (ii) financial information, forecasts, existing and prospective customer names, addresses and related data, vendor names, vendor addresses, and vendor related data, contracts, practices, services and support, procedures, the substance of agreements with customers, supplies, and others, marketing arrangements and other business information including, but not limited to, software, reports, methods, strategies, plans, documents, data, costs, profits, markets, sales, regulatory information and requirements, marketing data, and (iii) any other intellectual property or other information of a similar nature not generally known in the trade or business of the Employer. See Exhibit A, §1.1. 18. In performing her job duties for iDrive, Wagner was in possession of and routinely reviewed documents and files that contained a multitude of Proprietary Information about the business of iDrive, including business methods, plans and procedures, customer and supplier lists, techniques and processes, job orders, pricing data, lists and formulae, sales reports, financial and marketing data, and all other similar or related information and materials used by or useful to iDrive in its Business Activities. 4 19. On or about October 13, 2014, Wagner gave iDrive notice of her intention to voluntary resign her position at iDrive and advised that her last day of employment would be November 21, 2014. 20. Following her resignation, and while she was still employed with iDrive, Wagner inadvertently sent the following email to DePalma, who had been employed with iDrive from April 5, 2010 until September 9, 2013: From: Hope Wagner <corrissawagner@gmail.com> Date: October 23, 2014 at 6:25:17 AM EDT To: Bryan DePalma <bryan@idriveinteractive.com> Subject: Getting together Hi Bryan! We are about six weeks out from our business launch!! Can you believe it! I can't and I am so excited. What does your schedule look like Friday? Can you meet me at El Sol around 12:30? Also I will be in Camp Hill Saturday if lunch Saturday works better for you and your family. I have an appointment until 1:00 but would be available after that? I will have the job outline and the goals for the first 3 months. To give you a head start and feel for what we will be tackling in terms of business development out of the gate. I would like to have the foundation prepped for decent revenue ($15-$20k) in the first 30 days. We are going to be successful and I believe we will be able to get you back to what you were earning within the first two years if not more. Thanks Bryan!! Let's Roll! :) Sent from my iPhone 21. A true and correct copy of the email sent by Wagner to DePalma on October 23, 2014 is attached hereto and incorporated herein as Exhibit "B." 5 22. Because DePalma was no longer employed with iDrive, the email sent to his iDrive email account was automatically forwarded to and received by Rick Miller ("Miller"), an owner of iDrive, on the same date. 23. Miller questioned Wagner regarding the email and the business venture referenced in the October 23, 2014 email. 24. Wagner disclosed to Miller her intentions to work with Graphcom, a company in Gettysburg, to build its Digital Marketing Division, which business would compete directly with iDrive. 25. Wagner also disclosed Miller that she had engaged, and/or was in the process of soliciting Puresend, a client of iDrive, to be a client of Graphcom as part of its new division. 26. Based upon the new information provided by Wagner to iDrive, the resignation of Wagner was accepted effective October 27, 2014. 27. On or about October 29, 2014, iDrive, through its counsel, corresponded with Wagner regarding: (a) the fact that her building a digital marking business would be "a violation of the terms of the Agreement signed by you" and (b) her immediate return of all Proprietary Information. A true and correct copy of the correspondence sent on behalf of iDrive to Wagner on October 29, 2014 is attached hereto and incorporated herein as Exhibit "C." 28. Wagner personally responded to the Exhibit "B" correspondence by advising counsel for iDrive that, in relevant part, she would "not be accepting employment with Graphcom to create a competitive arm." 29. Shortly thereafter, iDrive learned that Wagner was doing business as "reach. Digital Group." 6 30. According to the website of RDG, RDG provides email marketing services, which business would complete directly with iDrive. 31. DePalma is serving as the Director Partner Acquisitions for RDG. 32. It is believed and therefore averred that Wagner is conducting business by and through RDG within the fifty mile radius of the office of iDrive. 33. It is believed and therefore averred that Wagner has identified the principal place of business of RDG as 5100 Buckeystown Pike, Suite 223 Frederick, Maryland in order to circumvent the RCA. 34. Public records indicate that the building located at 5100 Buckeystown Pike, Frederick, Maryland does not have a space identified as Suite 223. 35. As of the filing of this Complaint, the term of the RCA between iDrive and Wagner remain in full force and effect. 36. Wagner has violated and continues to violate the RCA by: (a) conducting business by and through RDG; (b) soliciting PureSend; and (c) utilizing Proprietary Information in so doing. 37. Wagner has sought to leverage and has leveraged the Proprietary Information of iDrive to develop a direct industry competitor of iDrive to compete against iDrive in the marketplace. 38. iDrive seeks the issuance of a preliminary injunction upon Wagner ordering her to: a. immediately return to iDrive, and cease any and all use of, any and all Proprietary Information of iDrive, including but not limited to business methods, plans and procedures, customer and supplier lists, techniques and 7 processes, job orders, pricing data, lists and formulae, sales reports, financial and marketing data; b. immediately cease contacting and/or communicating, by any and all means, with any of the and the clients, customers, employees, contractors and/or agents of iDrive for a period of one (1) year from the date of the entry of the Preliminary Injunction; c. immediately cease working for RDG in any and all capacities which allow her to either directly or indirectly use iDrive's Proprietary Information against iDrive or to solicit clients, customers, employees, contractors and/or agents of iDrive. 39. iDrive does not seek to generally restrict Wagner's employment. iDrive is, however, seeking to restrict Wagner from unfairly competing against it through: (a) the use of Proprietary Information that she unlawfully possesses, (b) developing a competing business within the geographic scope of the RCA, and (c) the solicitation of any and all client, customer, employee, contractor or agent of iDrive during the one (1) year scope of the RCA. 40. Further, iDrive seeks the issuance of a preliminary injunction upon DePalma and RDG, ordering them to: a. immediately cease utilizing iDrive's Proprietary Information for any and all purposes; b. immediately cease utilizing Wagner to directly or indirectly compete for and/or solicit the client, customer, employee, contractor or agent of iDrive; 8 c. immediately cease any and all communications and negotiations with client, customer, employee, contractor or agent of iDrive; and d. refrain from selling any and all products and/or services to any of the client, customer, employee, contractor or agent of iDrive. 41. At all times material and relevant hereto, DePalma and RDG have been aware of Wagner's RCA with iDrive and has, nonetheless, wrongfully induced Wagner to breach her RCA with iDrive. 42. As a result of DePalma and RDG's wrongful inducement of Wagner's breach of her RCA with iDrive, DePalma and RDG's own knowledge, both of iDrive's Proprietary Information and the clients, customers, employees, contractors and/or agents of iDrive, has become infected with the "fruits of the poisonous tree." 43. Therefore, DePalma and RDG may be enjoined from competing with and soliciting the clients, customers, employees, contractors and/or agents of iDrive, and from using any and all Proprietary Information. II. PLAINTIFF IS ENTITLED TO PRELIMINARY INJUNCTIVE RELIEF. 44. The purpose of a preliminary injunction is to preserve the status quo as it exists or previously existed before the acts complained of, thus preventing irreparable injury or gross injustice. Maritrans GP. Inc. v. Pepper, Hamilton & Scheetz, 529 Pa. 241, 602 A.2d 1277, 1286 (1992). 45. A court may grant a preliminary injunction if the moving party establishes the following elements: a. the injunction is necessary to prevent immediate and irreparable harm that cannot be adequately compensated by damages; 9 b. that greater injury would result from refusing an injunction than from granting it, and concomitantly, that issuance of an injunction will not substantially harm other interested parties in the proceedings; c. that a preliminary injunction will properly restore the parties to their status as it existed immediately prior to the alleged wrongful conduct; d. that the activity it seeks to restrain is actionable, that its right to relief is clear, and that the wrong is manifest (i.e.: Likely to prevail on the merits); e. the injunction is reasonable suited to abate the offending activity; and f. the preliminary injunction will not adversely affect the public interest. Warehime v. Warehime, 860 A.2d 41 (Pa. 2004); see also New Castle Orthopedic Assocs. v. Burns, 481 Pa. 460, 392 A.2d 1383, 1385 (1978). 46. The moving party must show a clear right to relief to obtain injunctive relief. Santoro v. Morse, 781 A.2d 1220, 1229 (2001). That said, however, the movant does not have to prove with absolute certainty its right to relief in order to obtain a preliminary injunction. Instead, if the other elements necessary for a preliminary injunction exist, and substantial legal questions are raised by the underlying legal claim, the movant's right to relief is clear and the preliminary injunction should be granted. Patriot -News Co. v. Empowerment Team of Harrisburg School Dist. Members, 763 A.2d 539, 547 (Pa. Cmnwlth., 2000). 47. On each of these elements, the rights of Plaintiff to injunctive relief is clear. A. Plaintiff will Suffer Immediate and Irreparable Harm if a Preliminary Injunction is not Granted. 48. In order for a preliminary injunction to be entered against a defendant, the Court must find that the plaintiff would suffer an "irreparable injury" if the Court were to refuse to 10 grant the injunction. Sovereign Bank v. Harper, 449 Pa. Super. 578, 674 A.2d 1085, 1091, alloc. denied, 687 A.2d 379 (Pa., 1996). 49. An injury is deemed "irreparable" if "it will cause damage which can be estimated only by conjecture and not by an accurate pecuniary standard." Id. 50. In the business arena, the impending loss of a business opportunity or market advantage may be characterized as an "irreparable injury" for this purpose. Id. 51. It must be noted that, in the RCA, Wagner explicitly agreed that: "if [Wagner] breaches or threatens to breach the covenants in subsection 3.1, [iDrive], in addition to all other available remedies, shall be entitled, without posting of bond and without opposition by [Wagner], to relief in the form of specific performance, temporary restraining order, injunction or other equitable remedy which may be available." See Exhibit A, §3.2(b)(emphasis added). 52. As a result of §3 of the RCA, iDrive is not required to plead or prove that Wagner, DePalma and RDG conduct will occasion irreparable harm if an injunction is not granted. 53. However, especially in light of Sovereign Bank, supra, and its ilk, even if iDrive were required to so prove that it will be "irreparably harmed" by the ability of Wagner, DePalma and RDG to perpetuate their course of action, such a burden is easily met based upon the facts as set forth above. 54. Wagner, DePalma and RDG are engaging in a calculated and concerted effort to utilize the Proprietary Information (that Wagner has deliberately and maliciously converted, and that she has shared with and for the benefit of RDG, a direct competitor of iDrive) to directly, tortiously, and unfairly compete against iDrive, in direct and unequivocal violation of the RCA, and the laws of this Commonwealth. 11 55. If a preliminary injunction is not granted, iDrive's unlawfully possessed Proprietary Information will be permitted to be utilized against it and in connection with the brazen and serial attempts by Wagner, DePalma and RDG to steal the clients, customers, employees, contractors and/or agents of iDrive and damage iDrive's business and its good will in the industry, generally. 56. The Pennsylvania Courts have repeatedly recognized the employer's right to protect goodwill, which has been described as follows: The employer's point of view is that the company's clientele is an asset of value which has been acquired by virtue of effort and expenditures over a period of time, and which should be protected as a form of property. Certainly, the argument goes, the employee should have no equity in the custom which the business had developed before he was employed. Similarly, under traditional agency concepts, any new business or improvement in customer relations attributable to him during his employment is for the sole benefit of the principal. This is what he is being paid to do. When he leaves the company he should no more be permitted to try to divert to his own benefit the product of his employment than to abscond with the company's cashbox. John G. Bryant Co. v. Sling Testing & Repair, Inc., 471 Pa. 1, 369 A.2d 1164, 1167-68 (1977), quoting Harlan Blake, Employee Agreements Not to Compete, 73 Harv.L.Rev. 625, 653-54 (1960); see also Sidco Paper Co. v. Aaron, 465 Pa. 586, 351 A.2d 250, 253-54 (1976). 57. Wagner has already approached PureSend, a client of iDrive, with regard to her new business venture. 58. Wagner, DePalma, and RDG have taken and are taking unlawfully converted Proprietary Information regarding customer identity and pricing. Armed therewith, they are using this information for the purpose of directly soliciting, and competing for, iDrive clients and customers that Wagner is prohibited from competing for, and soliciting, under the RCA. 12 59. Based upon the actions taken by Wagner to date, it can and must be presumed that all of the clients and customers of iDrive are in immediate jeopardy of competition from Wagner, DePalma and RDG. B. Greater Injury will result to Plaintiff if a Preliminary Injunction is not granted, than will result to Defendants if Injunctive Relief is granted. 60. The party seeking a preliminary injunction must demonstrate to the Court's satisfaction that greater injury will result to the moving party by refusing the injunction than by granting it. DiLucente Corp. v. Pennsylvania Roofing Co., 440 Pa. Super. 450, 655 A.2d 1035, alloc. denied, 542 Pa. 642, 666 A.2d 1056 (1995). 61. If a Preliminary Injunction is not immediately granted in favor of iDrive and against Wagner, DePalma, and RDG, it is clear that iDrive will: (a) either lose clients and customers or, in the alternative, be forced to reduce by a substantial percentage its profit margin on accounts; and (b) be subjected to sustained and substantial unfair competition from Wagner, DePalma, and RDG. 62. On the other hand, Wagner, DePalma, and RDG will not be harmed in the least bit by the granting a preliminary injunction. Wagner will merely be required to acknowledge that she has been paid fair and valuable consideration for the obligations in the RCA that she has, to date, refused to acknowledge and comply with. DePalma and RDG will merely be required to compete against iDrive in a fair way (i.e. in a way that does not induce and make use of Wagner's breaches of the RCA). C. The Granting of a Preliminary Injunction Will Restore the Status Quo of the Parties. 63. The basic purpose of a preliminary injunction is to preserve the status quo as it exists pending final resolution of the underlying controversy between the parties. 13 64. The status quo to be preserved by a preliminary injunction is the last peaceable and lawful, noncontested, status preceding the underlying controversy between the parties, or the alleged wrongful conduct of the party whose actions are sought to be enjoined. See Tinicum Tp. v. Delaware Valley Concrete, Inc., 812 A.2d 758 (Pa. Commw. 2002), as amended, (Dec. 30, 2002); All -Pak, Inc. v. Johnston, 694 A.2d 347 (Pa. Super. 1997). 65. A preliminary injunction operates to maintain the affairs between the parties as they existed prior to the underlying dispute, and to compel a wrongdoer to give up the status he or she appropriated before an action could have been instituted against him or her. Id. 66. The last peaceable and lawful, non -contested, status preceding the underlying controversy was as follows: (a) Wagner was not competing against iDrive in violation of the various provisions of her RCA and (b) DePalma and RDG did not have access to iDrive's Proprietary Information. That status is the one which this Honorable Court must maintain. D. Plaintiff Is Likely To Prevail On The Merits. i. Injunctive Relief is Appropriate for Enforcement of Non -Solicitation and Non -Competition Covenants. 67. Pennsylvania Courts allow the equitable enforcement of restrictive covenants so far as reasonably necessary for the protection of the employer. Hess v. Gebhard & Co. Inc., 570 Pa. 148, 808 A.2d 912, 917 (2002). 68. In considering the enforceability of restrictive covenants, which include non- solicitation and non -competition covenants, the Pennsylvania Courts have set forth a clearly defined standard of review. Hess, supra, 808 A.2d at 917. 69. In conducting its review, a trial court must consider the facts and circumstances on a case-by-case basis. Insulation Corp. of America v. Brobston, 446 Pa.Super. 520, 667 A.2d 729, 733-34 (1995). 14 70. A trial court must determine whether the restrictive covenant(s) at issue are enforceable by applying the facts and circumstances at bar to a three-part test. 71. A restrictive covenant between an employer and an employee is enforceable at equity only if: (1) it is ancillary to an employment relation; (2) it is reasonably limited in duration and geographic scope, and (3) enforcement is necessary to protect a legitimate business interest of the employer without imposing an undue hardship on the employee. John G. Bryant Co. v. Sling Testing & Repair, Inc., 471 Pa. 1, 369 A.2d 1164, 1168 (1977); Boldt Machinery & Tools, Inc. v. Wallace, 469 Pa. 504, 366 A.2d 902, 906 (1976); Sidco Paper Co. v. Aaron, 465 Pa. 586, 351 A.2d 250, 252 (1976); Thermo—Guard, Inc. v. Cochran, 408 Pa.Super. 54, 596 A.2d 188, 193 (1991). ii. Injunctive Relief is Appropriate to Prevent the Disclosure of Trade Secrets. 72. A person has misappropriated a trade secret under Pennsylvania law when he acquires knowledge of another's trade secret in circumstances giving rise to a duty to maintain its confidentiality and then discloses or uses that trade secret without the other's consent. 12 Pa.C.S. §5302. 73. A court may enjoin the actual or threatened misappropriation of a trade secret. Id., at § 5303(a). 74. Under the Pennsylvania Uniform Trade Secrets Act ("PUTSA"), a trade secret is defined as: "information, including a formula, drawing, pattern, compilation including a customer list, program, device, method, technique or process that: (1) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. 15 (2) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. 12 Pa.C.S. §5302; see also Rohm and Haas Co. v. Lin, 992 A.2d 132, 143 n. 4 (Pa.Super., 2010). 75. Pennsylvania courts look to the following factors to determine whether information is protected as a trade secret: (1) the extent to which the information is known outside of the company's business; (2) the extent to which the information is known by employees and others involved in the company's business; (3) the extent of the measures taken by the company to guard the secrecy of the information; (4) the value of the information to the company and its competitors; (5) the amount of effort or money the company spent in developing the information; and (6) the ease or difficulty with which the information could be acquired or duplicated legitimately by others. Bimbo Bakeries USA, Inc. v. Botticella, 613 F.3d 102 (C.A.3 (Pa.), 2010), citing Rohm and Haas, supra. iii. Injunctive Relief is appropriate to enforce the non -competition and non- solicitation provisions of the RCA, and to enjoin disclosure of PSI's Trade Secrets. 1. Enjoining violation of the non -competition and non -solicitation provisions of the RCA is appropriate. 76. Applying the first element of the John G. Bryant test, a restrictive covenant is ancillary to the employment relationship if it is the subject of bargained for consideration; in other words, it must be supported by adequate consideration, which can be in the form of a corresponding benefit or a beneficial change in the employment status. Brobston, supra, 667 A.2d at 733; see also Beneficial Fin. Co. of Lebanon v. Becker, 422 Pa. 531, 536, 222 A.2d 873, 876 (1996). 77. In the case at bar, the RCA was supported by adequate consideration — $200.00, in that it was accompanied by a corresponding benefit to Wagner. 16 78. Thus, the RCA was ancillary to Wagner's employment relationship. 79. Applying the second element of the John G. Bryant test, employment contracts containing restrictive covenants are enforceable if they are reasonably limited to the territory and during such time as may be reasonably necessary for the protection of the employer without imposing undue hardship on the employee. Quaker City Engine Rebuilders, Inc. v. Toscano, 369 Pa. Super. 573, 578, 535 A.2d 1083, 1986 (1987); Jacobson & Co., Inc. v. Int'l Envtl. Corp., 427 Pa. 439, 452, 235 A.2d 612, 620 (1967). 80. The restrictive covenants contained in Wagner's RCA with iDrive apply for a one-year period. 81. A one year restrictive covenant has routinely been upheld as reasonable by the Courts of this Commonwealth. See e.g. Robert Clifton Associates v. O'Connor, 338 Pa. Super. 246, 487 A.2d 947 (1985)(holding that one-year restrictive covenant in contact of former employee of employment agency was reasonable); Bettinger v. Carl Berke Ass'n, Inc., 455 Pa. 100, 104, 314 A.2d 296, 298 (1974). 82. A restrictive covenant whose substantive scope, while legitimately larger based upon its own terms, is to prohibit competition and solicitation of customers with whom Wagner had direct and indirect contact is the very definition of a reasonably tailored covenant. 83. Applying the third element of the John G. Bryant test, it is self-evident that those interests which iDrive seeks to protect, as set forth above, are the very definition of "legitimate business interests of the employer." 84. Further, it is equally clear that enforcement of the very reasonably tailored scope of the RCA imposes no undue hardship on Wagner. 17 85. Wagner is free to secure employment as a chief financial officer for another company. All PSI seeks to enjoin is Wagner's competition for and solicitation of the clients, customers, employees, contractors and/or agents of iDrive. 2. Enjoining the disclosure of PSI's Trade Secrets is appropriate. 86. The Proprietary Information called out by, and protected under, the RCA, including iDrive's customer lists, pricing for customers, and sales reports, financial and marketing data are the very definition of trade secrets protected by the PUTSA. 87. Not only is the Proprietary Information a protectable trade secret under the PUTSA, but the Proprietary Information is also, in fact, a trade secret which Wagner (and through him DePalma and RDG) are not authorized to possess and, most tellingly, is being maintained by Wagner in direct contravention to the specific instruction of iDrive to return same. 88. This Honorable Court is authorized by the PUTSA to, and should, enjoin Wagner's disclosure of trade secrets in the form of the Proprietary Information articulated in the RCA, and both her and DePalma and RDG's use of same. E. The Requested. Injunction Is Reasonable Suited To Abate The Offending Activity. 89. The injunction sought by iDrive is reasonably suited to abate the offending activity without extending beyond the legitimate interests of iDrive. 90. For all the above reasons, iDrive's narrowly and generously tailored requested injunctive relief prohibits the egregious breaches of Wagner's non -competition, non -solicitation, and non -disclosure agreements, and the PUTSA, while still allowing Wagner to secure gainful employment. F. The Public Interest Will Not Be Adversely Affected By The Issuance Of The Requested Preliminary Injunction. 18 91. There is nothing within the realm of the public interest which would warrant the non -enforcement of the RCA against Wagner, DePalma and RDG. 92. To the contrary, the public interest is in fact served by prohibiting employees such as Wagner from using Proprietary Information to compete for the business of, and solicit, business from customers of a former employer with whom they had direct sales contact. WHEREFORE, Plaintiff iDrive Interactive, LLC respectfully requests that this Honorable Court grant its Petition for Preliminary Injunctive Relief and, thereby, enter a Preliminary Injunction enjoining Hope Wagner aka Hope Ellis; Bryan DePalma and ready. Digital Group from doing those things articulated in the proposed Order which is attached hereto. Date: December 2., 2014 Respectfully submitted, GROSS McGINLEY, LLP OREN L. SP E, ESQUIRE ttorney I.D. ANDREW H. ' A TON, JR., ESQUIRE Attorney I.D. #88770 33 South 7th Street P.O. Box 4060 Allentown, PA 18105-4060 Phone: (610) 820-5450 Fax: (610) 820-6006 Email: lspeziale@grossmcginley.com Attorneys for Plaintiff IDRIVE INTERACTIVE, LLC 19 EXHIBIT A AGREEMENT This AGREEMENT dated DAG it , 20 ("Effective Date") hh tween 1.5 , an adult individual residing at * I6 Laur (" mployee" and iDRIVE INTERACTIVE, LLC, a Pennsylvania limited liability company principle place of business located at 3909 Hartzdale Drive, Suite 907, Camp Hill, PA 17011, ("Employer"). Employer and Employee are sometime referred to herein together as the "parties" or each a "party" For and in consideration of the payment of Two Hundred ($200.00) Dollars and other good and valuable consideration, the parties, intending to be legally bound, agree as follows: SECTION 1- INTERPRETATION 1.1 Defined Terms. The following terms shall have the following meanings: Agreement. This Agreement and all future amendments to this Agreement. Business Activities. Individually and collectively, all business activities carried on by the Employer and any affiliates, parents, and/or subsidiaries as of the date of this Agreement, or during the Term of this Agreement. Proprietary Information. Individually and collectively (i) business opportunities, technology, development, current and future product information, research, projects, trade secrets, "know- how" or other technical data, reports, interpretations, forecasts, records, and other documents, know-how, technology, processes, methods, formulae, compositions, inventions, devices, plans, strategies, studies, intellectual property, (ii) financial information, forecasts, existing and prospective customer names, addresses and related data, vendor names, vendor addresses, and vendor related data, contracts, practices, services and support, procedures, the substance of agreements with customers, suppliers, and others, marketing arrangements and other business information including, but not limited to, software, reports, methods, strategies, plans, documents, data, costs, profits, markets, sales, regulatory information and requirements, marketing data, and (iii) any other intellectual property or other information of a similar nature not generally known in the trade or business of the Employer. 1.2 Headings. The section, subsection and other headings in this Agreement are included for reference purposes only and do not affect the interpretation of this Agreement. 13 Governing Law and Jurisdiction and Venue. This Agreement is a contract which shall be construed for all purposes in accordance with the laws of the Commonwealth of Pennsylvania. The parties acknowledge and agree that Cumberland County, Pennsylvania, and the United States District Court for the Middle District of Pennsylvania shall have jurisdiction and venue over any disputes arising under this Agreement. SECTION 2 - EMPLOYEE COVENANTS 2.1 Proprietary Information. (a) The Employee understands that as an employee of the Employer, the Employee will have access to Proprietary Information and further acknowledges and agrees that the Employee's relationship to the Employer is fiduciary in nature. (b) The Employee acknowledges and agrees that the Employee shall not make use of Proprietary Information of Employer or any of its affiliates, subsidiaries, or parents, except on behalf of the Employer and shall not disclose any Proprietary Information either during or after the Term, except as directed or pre -approved by Employer, or use any such Proprietary Information in connection with any other business relationship, or for any purpose other than in direct furtherance of Employee's obligations and duties hereunder, or in any capacity other than as an employee of Employer. 2.2 Gratuities; Conflicts of Interest. The Employee shall not accept, directly or indirectly, from any supplier or possible supplier to the Employer or the Employer`s existing or prospective customers, anything of value, including but not limited to money, gifts, entertainment, favors, loans, goods or services. `Employer" in this section includes any affiliates, subsidiaries, or parents of Employer. SECTION 3 - NON -SOLICITATION / NON-INTERFERENCE / NON COMPETITION 3.1 Covenants. The Employee acknowledges the competitive nature of the Employer's business and agrees: (a) Non -Solicitation / Non -Interference. While employed by Employer and for a period of one (1) year after Employee's employment with Employer is terminated for any reason by Employer (with or without cause) or by Employee (with or without cause), Employee shall n to solicit directly or indirectly for employment or other business relationship of any type any cliencustomer, employee, contractor or agent of Employer or any of its affiliates, parents, or subsidiaries. Such Employee further agrees not to directly or indirectly interfere, in any manner, with any client, customer, employee, contractor or agent's relationship with the Employer or any of its affiliates, parents, or subsidiaries. (b) Non -Competition. While employed by Employer and for a period of one (1) year after Employee's employment with Employer is terminated for any reason by Employer (with or without cause) or by Employee (with or without cause), Employee shall not, for a period of one (1) year following such termination engage in competition with Employer. For purposes of this Agreement, Employee shall be deemed to "engage in competition" with Employer if he shall directly or indirectly, either individually or as a stockholder, director, officer, partner, consultant, owner, executive, agent, or in any other capacity, work for, consult with or otherwise assist any person or entity listed on Exhibit "A" attached hereto. Employee agrees that the restrictions imposed upon him by the provisions of this Section are fair and reasonable considering the nature of Employer's business, and are reasonably required for the protection of Employer. (c) It is the intention of the parties that the provisions contained in Sections 3.1 have the broadest application possible consistent with applicable law and this Agreement. If any provision of this Agreement is modified or held ineffective by any court in any respect, such adjudication shall not invalidate or render ineffective any of the other provisions hereof. If, contrary to the intent of the parties, any covenant or agreement in this Section 3.1 is found not to be reasonably necessary for the protection of the Employer or any of its affiliates, parents, or subsidiaries, or to be unreasonable as to duration, scope, or nature of restriction, to impose an undue hardship, or to be contrary to the public interest, then it is the desire of the parties that such covenant or agreement not be rendered invalid thereby, but rather that the duration, scope or nature of the restriction be deemed reduced or modified to the extent necessary to render such covenant or agreement reasonable, valid, and enforceable. (d) Employee acknowledges that there are material benefits bestowed by this Agreement that constitute valuable and separate consideration for Employee's agreement with respect to this Section 3. &c1 u_ctes xr 1 JD An exit a oundL. SF ,ortntaC',Pk. aitAv-i00 3.2 Remedies. (a) The Employee acknowledges that the Employer's remedies at law for a breach or threatened breach by the Employee of the covenants in subsection 3.1 are inadequate. (b) If the Employee breaches or threatens to breach the covenants in subsection 3.1, the Employer, in addition to all other available remedies, shall be entitled, without posting of bond and without opposition by the Employee, to relief in the form of specific performance, temporary restraining order, injunction or any other equitable remedy which may be available. 4.0 Miscellaneous. This Agreement contains the entire agreement between the parties relating to terms of employment and non -competition. The parties may amend this Employment Agreement only by a written agreement signed by both of them. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and when taken together, shall constitute one and the same Agreement. IN WITNESS WHEREOF, the parties have set their hands and seals the day and year first above written, intending to be legally bound hereby. 7 8,2e, EXHIBIT "A" 17 (3, -"LY 7,' The following is a list of restricted persons or entities as described in Sectio Josh Grey 2. Tanya Brown 3. Leroy Bricker 4. Cutting Edge Media, Inc. 5. Adconion Media Group 6. Any company or business engaged in the Business Activities within a fifty (50) mile radius area of the Employer's office at the time of the execution of this Agreement. EXHIBIT B From: Hope Wagner <corrissawagner@gmail.com> Date: October 23, 2014 at 6:25:17 AM EDT To: Bryan DePalma <bryan@idriveinteractive.com> Subject: Getting together Hi Bryan! We are about six weeks out from our business launch!! Can you believe it! I can't and I am so excited. What does your schedule look like Friday? Can you meet me at El Sol around 12:30? Also I will be in Camp Hill Saturday if lunch Saturday works better for you and your family. I have an appointment until 1:00 but would be available after that? I will have the job outline and the goals for the first 3 months. To give you a head start and feel for what we will be tackling in terms of business development out of the gate. I would like to have the foundation prepped for decent revenue ($15-$20k) in the first 30 days. We are going to be successful and I believe we will be able to get you back to what you were earning within the first two years if not more. Thanks Bryan!! Let's Roll! :) Sent from my iPhone EXHIBIT C } ATTORNEYS MALCOLM J. GROSS PAULA. McGINLEY HOWARD S. STEVENS DONALD LaBARRE, JR. J. JACKSON EATON, III MICHAEL A. HENRY PATRICK J. REILLY ANNE K. MANLEY SUSAN ELLIS WILD+• VICTOR F. CAVACINI THOMAS E. REILLY, JR. STUART T. SHMOOKLER JAMES A. RITTER JOHN F. GROSS ROBERT A. ALPERT ALLEN I. TULLAR RAYMOND J. DeRAYMOND THOMAS A. CAPEHART KIMBERLY G. KRUPKA KIMBERLY A. SPOTTS-KIMMEL ANDREW H. RALSTON, JR. LOREN L. SPEZIALE't CHARLES J. FONZONE JENNIFER L. WEED A • MICHAEL J. BLUM' SAMUEL E. COHEN. GRAIG M. SCHULTZ° ZACHARY R. FOWLER NICOLE M. O'HARA' CHRISTOPHER W. GITTINGER DAVID W. CROSSON° 'Also admitted In NY 'Also admitted In NJ 'Also admitted in DC 'Also admitted In MD 'Also admitted in MA A Also admitted in TX • Also admitted in NM Allentown Office: 33 S. Seventh Street P.O. Box 4060 Allentown, PA 18105 Phone: 610/820-5450 Fax:610/820-6006 Easton Office: 101 Larry Holmes Drive Suite 202 Easton, PA 18042 Phone: 610/258-1506 Fax: 610/258-0701 Emmaus Office 111 East Harrison Street Suite 2 Emmaus, PA 18049 Phone: 610/967-1030 Fax: 610/967-0622 6fp., GROSSMCGINLEYLLP ATTORNEYS AT LAW Loren L. Speziale 101 Larry Holmes Drive, Suite 202 Easton, PA 18042 Direct Dial Number 610/871-1331 lspeziale@grossmcginley.com October 31, 2014 Via Electronic Mail - corrissawagneKKagmail.com and Certified Mail, Return Receipt Requested 7012 3460 0002 4422 2773 Hope Wagner 16 Laura Lane Gettysburg, PA 17011 RE: Agreement dated December 11, 2012 Dear Ms. Wagner: We represent iDrive Interactive, LLC ("iDrive"). It is our understanding that, on or about October 13, 2014, you provided iDrive with notice of your voluntary resignation of your employment with iDrive. At that time, it was agreed that you would remain employed with iDrive through November 21, 2014 for the purpose of training your replacement. As a result of recent discoveries by iDrive with regard to your anticipated new employment, the effective date of your resignation was changed to October 27, 2014. Specifically, as you are aware, on October 23, 2014, iDrive learned that you had accepted employment with the company Graphcom, Inc., which has its registered office at 1219 Chambersburg Road, Gettysburg, PA 17325 ("Graphcom"). At that time, it was discovered by iDrive that you had been and were specifically working on the establishment and launch of a new email marketing division for Graphcom and had engaged or were in the process of soliciting Puresend, a client of iDrive, to be a client of Graphcom as part of its new division. In light of this information, I am writing to remind you of your continuing obligations to iDrive pursuant to the Agreement between you and iDrive dated December 11, 2012 (the "Agreement"). For ease of reference, a copy of the Agreement is attached hereto. Specifically, Section 3.1(a) of the Agreement provides, in relevant part: Non-Solicitation/Non-Interference. While employed by Employer and for a period of one (1) year after Employee's employment with Employer is terminatedfor any reason by Employer (with or without cause) or by Employee (with or without cause), Employee shall not to solicit directly or indirectly for employment or other business relationship of any type any client, customer, employee, contractor, or agent of Employer or any of its affiliates, parents, or subsidiaries. Such Employee further agrees not to directly or indirectly interfere, in any manner, with any client, customer, employee, contractor or agent's relationship with the Employer or any of its affiliates, parents, or subsidiaries. www.GrossMcGinley.com Hope Wagner October 31, 2014 Page 2 Additionally, Section 3.1(b) of the Agreements states, as follows: Non -Competition. While employed by Employer andfor a period of one (1) year after Employee's employment with Employer is terminated for any reason by Employer (with or without cause) or by Employee (with or without cause), Employee shall not, for a period of one (1) year following such termination engage in competition with Employer. For purposes of this Agreement, Employee shall be deemed to "engage in competition" with Employer if he shall directly or indirectly, either individually or as a stockholder, director, officer, partner, consultant, owner, executive, agent, or in any other capacity, work for, consult with or otherwise assist any person or entity listed on Exhibit "A" attached hereto. Employee agrees that the restrictions imposed upon him by the provisions of this Section are fair and reasonable considering the nature of Employer's business, and are reasonably required for the protection of Employer. Exhibit "A" of the Agreement lists as a restricted entity "any company or business engaged in the Business Activities within a fifty (50) mile radius area of the Employer's office at the time of the execution of this Agreement." "Business Activities" is defined as "all business activities carried on by the Employer and any affiliates, parents, and/or subsidiaries as of the date of this Agreement, or during the Term of this Agreement." The "Term" of the Non-Solicitation/Non-Interference term and Non -Competition term is for a one (1) year period following your separation of employment. Based upon the information obtained from you to date, you have initiated and are in the process of launching a new division of Graphcom, a company within the fifty (50) mile radius of iDrive, that is similar to and competes with iDrive. This is a violation of the terms of the Agreement signed by you. Additionally, you have solicited Puresend as a client of this new division of Graphcom. Puresend is a business with whom iDrive contracts for purposes of conducting its Business Activities. Because iDrive contracts with Puresend, it appears you are soliciting and have solicited clients of iDrive to facilitate your development of this new competitive business, which is also a violation of the terms of the Agreement. In light of this conduct, you are hereby directed to immediately cease and desist from violating the Agreement. Specifically, acceptance of employment with Graphcom and the development of this new division of Graphcom will be deemed a violation of the Agreement. iDrive demands that you not accept employment with Graphcom; cease and desist from the creation of the new competitive division for Graphcom; cease and desist from soliciting a business relationship with entities with whom iDrive contracts for purposes of conducting its Business Activities; and cease and desist from soliciting clients of iDrive. iDrive demands that you provide immediate written confirmation that you will adhere to these demands and comply with the terms of the Agreement. Further, we understand that you have in your possession Proprietary Information of iDrive, as that term is defined under Paragraph 1.1 of the Agreement, which includes certain documents, materials, client and vendor information, financial information, and property provided by, belonging to, created by, or obtained from iDrive. Demand is hereby made for the immediate return of all such materials, including electronic copies thereof, and a notarized certification from you• that all electronic copies have been destroyed and permanently deleted, and have never been transferred, forwarded, or copied to any other entity, person, account, device, or repository outside the employ, ownership, or control of iDrive. Additionally, iDrive demands that you cease and desist from making use of or disclosing any Proprietary Information of iDrive for any purpose or in the course of any future business relationship. www.GrossMcGinley.com Hope Wagner October 31, 2014 Page 3 It is requested that you comply with these demands by Wednesday, November 5, 2014. Absent full, immediate, unqualified compliance with these demands, we will place Graphcom and Puresend on notice that they are to cease and desist from participating with you in the violation of the Agreement. iDrive is prepared to take all appropriate actions to protect its interests as well as its trade secrets, confidential, proprietary, and other information and to enforce the Agreement. iDrive reserves its right to seek any and all remedies, including injunctive relief and money damages, against you arising out of any breach by you of the Agreement, the Pennsylvania Uniform Trade Secrets Act, and other applicable laws. Please be guided accordingly. LLS/pme Enclosure cc: iDrive Interactive, LLC Very truly yours, iale www.GrossMcGinley.com VERIFICATION I, RICK MILLER, President of IDRIVE INTERACTIVE, LLC, am an authorized agent of IDRIVE INTERACTIVE, LLC, and as such I am authorized to make this Verification on behalf of IDRIVE INTERACTIVE, LLC. I verify that the facts set forth in the foregoing PETITION FOR PRELIMINARY INJUNCTIVE RELIEF are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S.A. §4904, relating to unsworn falsification to authorities. IDRIVE INTERACTIVE, LLC Date: 12 b/2e9 Rick Miller President 20 iDRIVE INTERACTIVE, LLC, : IN THE COURT OF COMMON PLEAS OF Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA v. : CIVIL ACTION — LAW HOPE ELLIS aka HOPE WAGNER, REACH DIGITAL GROUP, and BRYAN DEPALMA, Defendants : NO. 14-7057 CIVIL TERM IN RE: PLAINTIFF'S PETITION FOR PRELIMINARY INJUNCTIVE RELIEF ORDER OF COURT AND NOW, this 16th day of December, 2014, upon consideration of Plaintiff's Petition for Preliminary Injunctive Relief, a Rule is hereby issued upon Defendants to show cause why the relief requested should not be granted. RULE RETURNABLE within 20 days of service. BY THE COURT, ZP` ( Christylee L. Peck, J. Loren L. Speziale, Esq. Andrew H. Ralston, Jr., Esq. 33 South 7th Street P.O. Box 4060 Allentown, PA 18105-4060 Attorneys for Plaintiff „-4Iope Ellis aka Hope Wagner 16 Laurel Lane Gettysburg, PA 17325 Defendant, pro Se __,..Reach Digital Group 5100 Buckeystown Pike 223 Frederick, MD 21704 Defendant, pro Se Bryan DePalma 4604 Danbury Road Harrisburg, PA 17109 Defendant, pro Se :rc 0.0 I. es irLat'LL ripV fl) IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSLYVANIA iDRIVE INTERACTIVE LLC, -' v CJ_l Plaintiff, CIVIL ACTION-LAW (Tj u C_ V. NO. 14-7057 CIVIL TERM ._ HOPE ELLIS aka HOPE WAGNER, REACH DIGITAL GROUP, and BRYAN DEPALMA, Defendants PRAECIPE TO ENTER APPEARANCE TO THE PROTHONOTARY: Please enter the undersigned counsel's appearance on behalf of Defendant, Hope Ellis aka Ms. Hope Wagner. Respectfully Submitted, CLARK&KREVSKY, LLC Dated: January 7, 2015 By. J,L P C&A Frank P. Clark Attorney I.D. PA#35443 P.O. Box 1254 Camp Hill, PA 17001 (717) 731-8600 (717) 731-4764 (fax) Attorney for Defendants CERTIFICATE OF SERVICE I, Frank P. Clark, hereby certify that I served a true and correct copy of the PRAECIPE TO ENTER APPEARANCE in the above-captioned matter upon the below listed individual(s) via first class mail through the Cumberland County United States Post Office, Camp Hill, Pa: Loren L. Speziale, Esquire Andrew H. Ralston,Jr., Esquire GROSS MCGINLEY, LLP 33 South 7th St. P.O. Box 4060 Allentown, PA 18105-4060 Attorneys for Plaintiff Date: January 7_2015 By: � Frank P. Clark, Esquire CLARK& KREVSKY, LLLC P.O. Box 1254 Camp Hill, PA 17001 (717)731- 8600 (717)731-4764 (FAX) FPCLa.Clark-Krevskyl aw.com Attorney ID: 35443 Attorney for Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSLYVANIA MRIVE INTERACTIVE LLC, Plaintiff, CIVIL ACTION-LAW V. NO. 14-7057 CIVIL TERM HOPE ELLIS aka HOPE WAGNER, REACH DIGITAL GROUP, and BRYAN r DEPALMA, Defendants PRAECIPE TO ENTER APPEARANCE TO THE PROTHONOTARY: Please enter the undersigned counsel's appearance on behalf of Defendant, Reach Digital Group, LLC. Respectfully Submitted, CLARK& KREVSKY, LLC Dated: January 7, 2015 By: J_L�� e C" Frank P. Clark Attorney I.D. PA#35443 P.O. Box 1254 Camp Hill, PA 17001 (717) 731-8600 (717) 731-4764 (fax) Attorney for Defendants CERTIFICATE OF SERVICE I, Frank P. Clark,hereby certify that I served a true and correct copy of the PRAECIPE TO ENTER APPEARANCE in the above-captioned matter upon the below listed individual(s) via first class mail through the Cumberland County United States Post Office, Camp Hill, Pa: Loren L. Speziale, Esquire Andrew H. Ralston, Jr., Esquire GROSS MCGINLEY, LLP 33 South 7th St. P.O. Box 4060 Allentown, PA 18105-4060 Attorneys for Plaintiff Date: January 7, 2015 By: d^^� CXR✓'' Frank P. Clark, Esquire CLARK& KREVSKY, LLLC P.O. Box 1254 Camp Hill, PA 17001 (717)731- 8600 (717)731-4764 (FAX) F PC n Clark-Krevskylaw.corn Attorney ID: 35443 Attorney for Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSLYVANIA MRIVE INTERACTIVE LLC, Plaintiff, CIVIL ACTION-LAW V. NO. 14-7057 CIVIL TERM HOPE ELLIS aka HOPE WAGNER, e = (J� REACH DIGITAL GROUP, and BRYAN --F� DEPALMA, Defendants DEFENDANT HOPE WAGNER'S PRELIMINARY OBJECTIONS TO PLAINTIFF'S COMPLAINT NOTICE TO PLEAD: You are hereby notified to file a written response to these Preliminary Objections within twenty (20) days after service hereof or a judgment may be entered against Frank P. Clark, Counsel for Defendant, Hope Ellis aka Hope Wagner NOW COMES Hope Wagner("Ms. Wagner"), Defendant in the above-captioned matter, by and through her attorneys, Clark and Krevsky LLC, who, pursuant to Pa. R.C.P. 1028, avers as follows: 1. Ms. Wagner is an adult resident of the Commonwealth of Pennsylvania, and resides at 16 Laura Lane, Gettysburg, Adams County, PA 17011. 2. Plaintiff, iDrive Interactive, LLC. ("Plaintiff'or"iDrive") initiated the action by Complaint filed in this Court on or about December 8, 2014. 3. Plaintiff named as defendants in said Complaint Ms. Wagner, Bryan DePalma("Mr. DePalma") and Reach Digital Group, LLC ("RDG"). 4. On information and belief, Ms. Wagner was served with the Complaint by the Adams County Sheriff on or about December 17, 2014. 5. Although RDG was not served with the Complaint, it learned about the same through service on Ms. Wagner. 6. The Complaint contains nine counts, of which six are identified as claims that iDrive purports to bring against Ms. Wagner and/or others. I. Preliminary Obiection as to lack of venue 7. Ms. Wagner incorporates the averments in Paragraphs 1 through 8 of these Preliminary Objections as if set forth in full. 8. Pa. R.C.P. 1006,regarding Venue, states as follows: "(a) Except as otherwise provided by subdivisions (a.1), (b) and(c) of this rule, an action against an individual may be brought in and only in a county in which (1) the individual may be served or in which the cause of action arose or where a transaction or occurrence took place out of which the cause of action arose or in any other county authorized by law, or (2) the property or a part of the property which is the subject matter of the action is located provided that equitable relief is sought with respect to the property. 9. Upon application of the subparts of Pa. R.C.P. 1006, venue in Cumberland County is improper, as follows: (1) the county where Ms. Wagner may be served is Adams County, Pennsylvania; further,while Ms. Wagner disputes that a cause of action arose anywhere, or that a transaction or occurrence took place out of which the alleged cause of action arose,the entirety of her actions relative to the alleged cause of action have been in Frederick County, Maryland; and (2)while Ms. Wagner disputes that this case entails "property"that is the subject matter of the action, any"property"that Ms. Wagner allegedly used is located in Adams County, Pennsylvania, or Frederick County, Maryland. 10. Venue of this action is not appropriate in Cumberland County. WHEREFORE, Defendant Hope Wagner respectfully requests that this Honorable Court dismiss the Complaint in the above-captioned matter, or in the alternative, direct that Plaintiff file an amended complaint in Frederick County, Maryland, or Adams County, Pennsylvania, together with awarding Defendant such other further relief as may be just. II. Preliminary objection to legal sufficiency of the pleading (demurrer) 11. Ms. Wagner incorporates the averments in Paragraphs 1 through 10 of these Preliminary Objections as if set forth in full. 12. Pursuant to Rule 1028(a)(4) of the Pennsylvania Rules of Civil Procedure,preliminary objections may be raised on the grounds of"legal insufficiency of a pleading(demurrer)." A preliminary objection in the nature of a demurrer is "an assertion that a complaint does not set forth a cause of action or a claim on which relief can be granted." Soto v.Nabisco, Inc., 32 A.3d 787, 790 (Pa. Super. 2011). 13. Plaintiff has failed to plead with the requisite particularity any facts to support its allegations that Ms. Wagner tortiously interfered with a contract as averred in Count IV. 14. Alternatively, Plaintiff does not state facts constituting a cause of action for tortious interference as averred in Count IV. 15. Plaintiff has failed to plead with the requisite particularity any facts to support its allegations that Ms. Wagner violated the Pennsylvania Uniform Trade Secrets Act, as averred in Count V. 16. Alternatively, Plaintiff does not state facts constituting a cause of action for a violation of the Pennsylvania Uniform Trade Secrets Act, as averred in Count V. 17. Plaintiff has failed to plead with the requisite particularity any facts to support its allegations that Ms. Wagner engaged in conversion, as averred in Count VI. 18. Alternatively, Plaintiff does not state facts constituting a cause of action for conversion, as averred in Count VI. 19. Plaintiff has failed to plead with the requisite particularity any facts to support its allegations that Ms. Wagner engaged in a conspiracy as averred in Count VII. 20. Alternatively, Plaintiff does not state facts constituting a cause of action for conspiracy as averred in Counts VII. 21. Alternatively, Count VII should be dismissed based on the "gist of the action" doctrine, because it is nothing more than an attempt by Plaintiff to recast an alleged breach of contract claim as a tort, which is prohibited under Pennsylvania law. 22. Plaintiff has failed to plead with the requisite particularity any facts to support its allegations that Ms. Wagner engaged in unfair competition, as averred in Count VIII. 23. Alternatively, Plaintiff does not state facts constituting a cause of action for unfair competition, as averred in Count VIII. WHEREFORE, Defendant Hope Wagner respectfully requests that this Honorable Court dismiss the Complaint in the above-captioned matter, or in the alternative, direct that Plaintiff file an amended complaint with legally sufficient facts,together with awarding Defendant such other further relief as may be just. Respectfully Submitted, CLARK& KREVSKY, LLC Date: JpuM 6 2015 BY. Frank P. Clark, Esquire P.O. Box 1254 Camp Hill, Pa 17001 (717)731-8600 (717)731-4764 FAX FPCAClark-Krevskylaw.com Attorney for Defendant CERTIFICATE OF SERVICE I, FRANK P. CLARK, do hereby certify that I served a true and correct copy of the foregoing DEFENDANT'S PRELIMINARY OBJECTIONS TO PLAINTIFF'S COMPLAINT in the above-captioned matter upon the below listed individual(s)by causing same to be deposited in the United States mail, first class postage prepaid at Camp Hill, Cumberland County, Pennsylvania, addressed as follows: SERVED UPON: Loren L. Speziale, Esquire Andrew H. Ralston,Jr., Esquire GROSS MCGINLEY, LLP 33 South 7th St. P.O. Box 4060 Allentown, PA 18105-4060 Attorneys for Plaintiff Dated: January 7, 2015 By: Q Frank . Clark CLARK&KREVSKY, LLC P.O. Box 1254 Camp Hill, PA 17001 (717) 731-8600 (717)731-4764 FPC(acr�,Clark-Krevskylaw.com P.A. ID: 35443 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSLYVANIA iDRIVE INTERACTIVE LLC, Plaintiff, CIVIL ACTION-LAW _ V. NO. 14-7057 CIVIL TERM ` ` HOPE ELLIS aka HOPE WAGNER, = .. REACH DIGITAL GROUP, and BRYAN , DEPALMA, Defendants : PRELIMINARY OBJECTIONS OF REACH DIGITAL GROUP,LLC TO COMPLAINT OF WRIVE INTERACTIVE,LLC. NOTICE TO PLEAD: You are hereby notified to file a written response to these Preliminary Objections within twenty (20) days after service hereof or a judgment may be entered against •'�,-1, (� n ° .U.-n-- Frank P. Clark, Counsel for Defendant, Reach Digital Group NOW COMES Reach Digital Group, LLC, a Maryland limited liability company ("RDG"), Defendant in the above-captioned matter, by and through its attorneys, Clark and Krevsky LLC, who, pursuant to Pa. R.C.P. 1028, specially appears in this court to object to personal jurisdiction and venue of the above-referenced matter, and avers as follows: 1. RDG is a limited liability company organized under the laws of the State of Maryland, and filed Articles of Organization with the Maryland Department of Assessments and Taxation on or about December 3, 2014. 2. RDG's place of business is at 5100 Buckeystown Pike, Suite 223, Frederick MD. 3. Plaintiff, iDrive Interactive, LLC. ("Plaintiff'or"iDrive") initiated the action by Complaint filed in this Court on or about December 8, 2014. 4. Plaintiff named as defendants in said Complaint RDG, Hope Wagner("Ms. Wagner"), and Bryan DePalma("Mr. DePalma"). 5. On information and belief, Ms. Wagner was served with the Complaint by the Adams County Sheriff on or about December 17, 2014. 6. Although RDG was not served with the Complaint, it learned about the same through service on Ms. Wagner. 7. Notwithstanding the failure of actual service as alleged in Paragraph 6, above, RDG was sent a copy of the Court's order of December 16, 2014, requiring a response to the Petition for Preliminary Injunction, and files these Preliminary Objections to preserve its objection to personal jurisdiction and/or venue. 8. The Complaint contains nine counts, of which eight are identified as claims that iDrive purports to bring against RDG and/or others. I. Preliminary Objection as to lack of jurisdiction 9. RDG incorporates the averments in Paragraphs 1 through 8 of these Preliminary Objections as if set forth in full. 10. RDG is not subject to personal jurisdiction in Cumberland County. 11. RDG has no substantial contacts with the Commonwealth of Pennsylvania sufficient to subject it to service. 12. RDG neither resides in nor maintains a registered office or principal place of business in Cumberland County or elsewhere in Pennsylvania. 13. RDG has at all times maintained its office or principal place of business in the State of Maryland. 14. RDG has never regularly conducted business in Cumberland County or elsewhere in Pennsylvania. 15. RDG's contacts with Pennsylvania are not such that it could reasonably anticipate being called to defend itself in the forum. 16. Any contacts of RDG with Pennsylvania, which RDG denies, are random, fortuitous and attenuated and cannot support the exercise of personal jurisdiction. 17. RDG has neither purposefully directed its activities to Pennsylvania nor conducted itself in a manner indicating that it should be subjected to Pennsylvania laws and regulations. 18. The court lacks jurisdiction over RDG based upon specific acts of the defendant which gave rise to the alleged cause of action. WHEREFORE, Defendant Reach Digital Group LLC respectfully requests that this Honorable Court dismiss the Complaint in the above-captioned matter, together with awarding Defendant such other further relief as may be just. II. Preliminary Objection as to lack of venue 19. RDG incorporates the averments in Paragraphs 1 through 18 of these Preliminary Objections as if set forth in full. 20. Pa. R.C.P. 2179, regarding Venue, states as follows: "(a) Except as otherwise provided by an Act of Assembly, by Rule 1006(a.l) or by subdivision (b) of this rule, a personal action against a corporation or similar entity may be brought in and only in (1) the county where its registered office or principal place of business is located; (2) a county where it regularly conducts business; (3) the county where the cause of action arose; (4) a county where a transaction or occurrence took place out of which the cause of action arose, or (5) a county where the property or a part of the property which is the subject matter of the action is located provided that equitable relief is sought with respect to the property." 21. Upon application of Pa. R.C.P. 2179, RDG is not subject to venue in Cumberland County, as follows: (1) the county where RDG's registered office or principal place of business is located is Frederick County, Maryland; (2) the county where it regularly conducts business is Frederick County, Maryland; (3) while RDG disputes that a cause of action arose anywhere, the entirety of RDG's actions have been in Frederick County, Maryland, and hence any putative cause of action would of necessity have arisen only in said county; (4)while RDG similarly disputes that a transaction or occurrence took place out of which the alleged cause of action arose,the same putative transaction or occurrence could only have arisen in Frederick County, Maryland; and (5)while RDG disputes that this case entails "property"that is the subject matter of the action, any"property"that RDG allegedly used is located in Frederick County, Maryland. 22. Venue is not proper in Cumberland County. WHEREFORE, Defendant Reach Digital Group LLC respectfully requests that this Honorable Court dismiss the Complaint in the above-captioned matter, together with awarding Defendant such other further relief as may be just. III. Preliminary objection to legal sufficiency of the pleading(demurrer) 23. RDG incorporates the averments in Paragraphs 1 through 22 of these Preliminary Objections as if set forth in full. 24. Pursuant to Rule 1028(a)(4) of the Pennsylvania Rules of Civil Procedure, preliminary objections may be raised on the grounds of"legal insufficiency of a pleading(demurrer)." A preliminary objection in the nature of a demurrer is "an assertion that a complaint does not set forth a cause of action or a claim on which relief can be granted." Soto v. Nabisco, Inc., 32 A.3d 787, 790 (Pa. Super. 2011). 25. Plaintiff has failed to plead with the requisite particularity any facts to support its allegations that RDG engaged in a conspiracy as averred in Counts II and VII. 26. Alternatively, Plaintiff does not state facts constituting a cause of action for conspiracy as averred in Counts II and VII. 27. Alternatively, Counts II and VII should be dismissed based on the "gist of the action" doctrine, because it is nothing more than an attempt by Plaintiff to recast an alleged breach of contract claim as a tort, which is prohibited under Pennsylvania law. 28. Plaintiff has failed to plead with the requisite particularity any facts to support its allegations that RDG tortuously interfered with a contract as averred in Counts III and IV. 29. Alternatively, Plaintiff does not state facts constituting a cause of action for tortious interference as averred in Counts III and VI. 30. Plaintiff has failed to plead with the requisite particularity any facts to support its allegations that RDG violated the Pennsylvania Uniform Trade Secrets Act, as averred in Count V. 31. Alternatively, Plaintiff does not state facts constituting a cause of action for a violation of the Pennsylvania Uniform Trade Secrets Act, as averred in Count V. 32. Plaintiff has failed to plead with the requisite particularity any facts to support its allegations that RDG engaged in conversion, as averred in Count VI. 33. Alternatively, Plaintiff does not state facts constituting a cause of action for conversion, as averred in Count VI. 34. Plaintiff has failed to plead with the requisite particularity any facts to support its allegations that RDG engaged in unfair competition, as averred in Count VIII. 35. Alternatively, Plaintiff does not state facts constituting a cause of action for unfair competition, as averred in Count VIII. 36. Plaintiff has failed to plead with the requisite particularity any facts to support its allegations that RDG is unjustly enriched, as averred in Count IX. 37. Alternatively, Plaintiff does not state facts constituting a cause of action for unjust enrichment, as averred in Count IX. WHEREFORE, Defendant Reach Digital Group LLC respectfully requests that this Honorable Court dismiss the Complaint in the above-captioned matter, or in the alternative, direct that Plaintiff file an amended complaint with legally sufficient facts, together with awarding Defendant such other further relief as may be just., Respectfully Submitted, CLARK&KREVSKY, LLC Date: January 6, 2015 BY: L .L' ( � Frank P. Clark, Esquire P.O. Box 1254 Camp Hill, Pa 17001 (717)731-8600 (717)731-4764 FAX FPC@Clark-Krevskylaw.com Attorney for Defendants VERIFICATION I,Hope Wagner,verify that the statements made in the foregoing PRELIMINARY OBJECTIONS OF REACH DIGITAL GROUP,LLC TO COMPLAINT OF iDRIVE INTERACTIVE,LLC are true and correct to the best of my knowledge,information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. §4904,to unsworn falsification to authorities. Dated: r rl a o(K By: n-L o aper CERTIFICATE OF SERVICE I, FRANK P. CLARK, do hereby certify that I served a true and correct copy of the foregoing PRELIMINARY OBJECTIONS OF REACH DIGITAL GROUP, LLC TO COMPLAINT OF iDRIVE INTERACTIVE, LLC in the above-captioned matter upon the below listed individual(s)by causing same to be deposited in the United States mail, first class postage prepaid at Camp Hill, Cumberland County, Pennsylvania, addressed as follows: SERVED UPON: Loren L. Speziale, Esquire Andrew H. Ralston,Jr., Esquire GROSS MCGINLEY, LLP 33 South 7th St. P.O. Box 4060 Allentown, PA 18105-4060 Attorneys for Plaintiff Dated: January 7, 2015 By: y - Frank P. Clark (PA ID#35443) CLARK&KREVSKY, LLC P.O. Box 1254 Camp Hill, PA 17001 (717) 731-8600 (717)731-4764 FPCkClark-Krevskylaw.com P.A. ID: 35443 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSLYVANIA iDRIVE INTERACTIVE ��i•C, Plaintiff, CIVIL ACTION-LAW -' V. 01- NO. 14-7057 CIVIL TERM HOPE ELLIS aka HOPE WAGNER, REACH DIGITAL GROUP, and BRYAN t ' DEPALMA, Defendants ANSWER OF REACH DIGITAL GROUP,LLC,TO PETITION FOR INJUNCTIVE RELIEF AND NOW comes Defendant, Reach Digital Group,LLC,by and through its counsel, CLARK&KREVSKY, LLC, who files the within Answer to Petition for Injunctive Relief. RDG asserts herein that it is an entity created under and subject to laws of the State of Maryland and is not subject to personal jurisdiction of the Commonwealth of Pennsylvania; RDG accordingly objects to the assertion of personal jurisdiction in Pennsylvania and has filed Preliminary Objections with this Honorable Court as to jurisdiction,venue, and the sufficiency of the underlying complaint in this action contemporaneous with this response. RDG's response to this Petition should not be regarded as a waiver of its objection to personal jurisdiction,but alleges in opposition to the instant Petition as follows: 1. Admitted on information and belief. 2. Denied. To the contrary, iDrive provides a network as an intermediary between publishers and marketers for advertisers having marketing budget for electronic ad placement who desire access to iDrive's publisher network, and is paid on consumer response to receiving ma rketing.xvessages Imm a,publisher within the network. 3. Denied. To the contrary, on information and belief, iDrive is a limited liability company with headquarters in Lower Allen Township, Cumberland County, and employs approximately 17 persons, 16 of whom work at the Lower Allen headquarters, and one person who works out of her residence in or about Virginia Beach,Virginia. 4. Denied as stated. Defendant,who goes by her married name,Hope Wagner("Ms. Wagner"), lives at 16 Laura Lane, Gettysburg, PA 17325. 5. Admitted on information and belief. 6. Denied. To the contrary, Reach Digital Group, LLC ("RDG"), is a Maryland limited liability company with headquarters at 5100 Buckeystown Pike, Suite 223,Frederick, Frederick County, Maryland. 7. Denied. To the contrary, RDG is an advertising agency providing creative website design(i.e.,unique content based on the advertiser's branding)and direct marketing via email messages to targeted audiences with the purpose of acquiring new customers,building brand loyalty, and encouraging repeat business. By way of further answer,RDG is paid based on an agreement as negotiated with the advertiser being served. 8. Admitted. 9. Denied. On information and belief, in or about December 2012, one or more of iDrive's principals compelled Ms. Wagner upon threat of termination,to sign a document styled as an"Agreement"(the "Agreement"), a true and correct copy of which is attached to iDrive's Petition as Exhibit A; on further information and belief,iDrive,through its principals, also compelled other employees of iDrive,under similar threat of termination,to sign a substantially similar document. 10. Denied as stated, on information and belief,iDrive paid Ms. Wagner$200, subject to withholding. 11. The averment refers to a writing,the text of which speaks for itself. 12. The averment refers to a writing, the text of which speaks for itself. 13. The averment refers to a writing,the text of which speaks for itself. 14. The averment refers to a writing,the text of which speaks for itself. 15. Denied as stated. On information and belief, iDrive's office was at said address when the Agreement was signed and is at the same location at the present. 16. The averment is a legal conclusion to which no response is required and is therefore denied. To the extent an answer is required,the averment refers to a writing,the text of which speaks for itself. 17. The averment refers to a writing,the text of which speaks for itself. 18. The averment is a legal conclusion to which no response is required and is therefore denied. To the extent an answer is required, it is denied as stated, as on information and belief, Ms. Wagner served iDrive as its Chief Financial Officer, and had access to documents regarding a variety of its operations. 19. Denied. To the contrary, on information and belief, on or about October 7,2014, iDrive's principals directed Ms. Wagner to terminate the employ of a staff accountant who was pregnant. Ms. Wagner asked the principals the grounds on which the termination was based, and one principal stated that it was to put more money in his own pocket. Ms. Wagner told the principals she opposed the termination decision and verbally announced on that date that she had an offer from an advertising agency in Gettysburg that she intended to accept after completing her notice period.'The principals asked Ms.Wagner to reconsider her decision; on October 9, Ms. Wagner sent an email to the principals stating that her decision was final and that her last day would be November 21, 2014. On October 13,one of the principals acknowledged receipt of Ms. Wagner's October 9 email. 20. Denied. To the contrary, on information and belief, Ms. Wagner intentionally sent the email to Mr. DePalma,but inadvertently sent it to his former email address. 21. Admitted. 22. Admitted in part, denied in part. Admitted on information and belief that Mr. DePalma was no longer employed by iDrive, and,by way of further answer,had been terminated by iDrive more than a year before. After reasonable investigation, RDG lacks sufficient knowledge or information to answer the remainder of the averment and the same is therefore denied. 23. Denied. To the contrary, on information and belief the three iDrive principals questioned Ms. Wagner on that date as to her decision to associate with Mr. DePalma,whom one or more held in low regard. By way of further answer,Ms. Wagner,who on October 7 disclosed to the three iDrive principals that she would be employed by an advertising agency in Gettysburg, identified the agency as Graphcom. 24. Denied as stated. On information and belief, Ms. Wagner,who on October 7 disclosed to the three iDrive principals that she would be employed by an advertising agency in Gettysburg, identified the agency on that date as Graphcom. 25. Denied. To the contrary, on information and belief, Ms. Wagner was asked what email delivery provider she contemplated using in her new role at Graphcom, she stated that she was considering Puresend, a company that is not a client of iDrive. 26. Denied. To the contrary, on information and belief, Ms. Wagner,whose resignation was prompted by the groundless decision to terminate the pregnant staff accountant, was concerned that iDrive's principals would subject her to threats or interrogation or an otherwise poor working environment, and expressly reserved the right to leave if this occurred. By way of further answer, iDrive, in retaliation, announced to Ms. Wagner that"it is in everyone's best interest to make your resignation effective immediately," and then failed to pay Ms. Wagner the balance owed for her services through the notice period. 27. Admitted in part and denied in part. Admitted that Ms. Wagner received a letter, a true and correct copy of which is attached to the Petition as Exhibit B. The remainder of the averment is denied as the averment refers to a writing,the text of which speaks for itself. 28. Denied as stated. Ms. Wagner on or about November 10, 2014,that she"will not be accepting employment with Graphcom to create a competitive arm; furthermore,this position was not ever intended to compete with IDrive. It was intended to serve as an email marketing arm for Graphcom which would involve premium email for their brands. IDrive and the newly formed division would not have the same backend, strategies,etc." 29. After reasonable investigation, RDG lacks sufficient knowledge or information to answer what iDrive learned or when. By way of further answer,Ms. Wagner caused Articles of Organization to be filed for RDG with Maryland Department of Assessments and Taxation on or about December 3, 2014,and RDG thereafter began operations out of leased premises in Frederick. 30. Admitted in part and denied in part. Admitted that RDG's website notes,among many other things, that RDG"provides email marketing services." The remainder of the averment is a legal conclusion to which no response is required and is therefore denied. 31. Denied. To the contrary,Mr. DePalma has no role with RDG. 32. Denied. Ms. Wagner is engaged by RDG at its place of business at 5100 Buckeystown Pike, Frederick MD, which is outside a 50-mile radius from iDrive's headquarters in Lower Allen Township. By way of further answer, attached to this Answer and incorporated herein as Exhibits 1-A through 1-C are a series of maps generated at the website www.acscdg.com establishing that iDrive's offices at 3909 Hartzdale Drive,Camp Hill,PA 17011 are at Latitude/Longitude coordinates 40° 12' 44"N/76° 56' 38"W;that RDG's offices at 5100 Buckeystown Pike, Frederick,MD, 21704 are at Latitude/Longitude coordinates 39° 22' 20"N/770 24' 38"W; and that RDG's offices are outside a 50-mile radius of iDrive's offices. 33. The averment is a legal conclusion to which no response is required and is therefore denied. To the extent an answer is required the averment is denied, as to the contrary, Ms. Wagner is working at said location in order to comply with a 50-mile radius. 34. The averment is a legal conclusion to which no response is required and is therefore denied. To the extent an answer is required the averment is denied, as to the contrary, Ms. Wagner actually works at the indicated space. 35. The averment is a legal conclusion to which no response is required and is therefore denied. 36. The averment is a legal conclusion to which no response is required and is therefore denied. 37. The averment is a legal conclusion to which no response is required and is therefore denied. 38. The averment is a legal conclusion to which no response is required and is therefore denied. a. The averment is a legal conclusion to which no response is required and is therefore denied. b. The averment is a legal conclusion to which no response is required and is therefore denied. c. The averment is a legal conclusion to which no response is required and is therefore denied. 39. The averment is a legal conclusion to which no response is required and is therefore denied. 40. The averment is a legal conclusion to which no response is required and is therefore denied. a. The averment is a legal conclusion to which no response is required and is therefore denied. b. The averment is a legal conclusion to which no response is required and is therefore denied. c. The averment is a legal conclusion to which no response is required and is therefore denied. d. The averment is a legal conclusion to which no response is required and is therefore denied. 41. The averment is a legal conclusion to which no response is required and is therefore denied. 42. The averment is a legal conclusion to which no response is required and is therefore denied. 43. The averment is a legal conclusion to which no response is required and is therefore denied. 44. The averment is a legal conclusion to which no response is required and is therefore denied. 45. The averment is a legal conclusion to which no response is required and is therefore denied. 46. The averment is a legal conclusion to which no response is required and is therefore denied. 47. The averment is a legal conclusion to which no response is required and is therefore denied. a. The averment is a legal conclusion to which no response is required and is therefore denied. b. The averment is a legal conclusion to which no response is required and is therefore denied. c. The averment is a legal conclusion to which no response is required and is therefore denied. d. The averment is a legal conclusion to which no response is required and is therefore denied. e. The averment is a legal conclusion to which no response is required and is therefore denied. f. The averment is a legal conclusion to which no response is required and is therefore denied. r , 48. The averment is a legal conclusion to which no response is required and is therefore denied. 49. The averment is a legal conclusion to which no response is required and is therefore denied. 50. The averment is a legal conclusion to which no response is required and is therefore denied. 51. The averment is a legal conclusion to which no response is required and is therefore denied. To the extent an answer is required,the averment is denied, as it refers to a writing,the text of which speaks for itself. 52. The averment is a legal conclusion to which no response is required and is therefore denied. 53. The averment is a legal conclusion to which no response is required and is therefore denied. 54. The averment is a legal conclusion to which no response is required and is therefore denied. 55. The averment is a legal conclusion to which no response is required and is therefore denied. 56. The averment is a legal conclusion to which no response is required and is therefore denied. 57. Denied. To the contrary, on information and belief, Puresend is not a client of iDrive, and Ms. Wagner's communications with Puresend are entirely lawful. 58. The averment is a legal conclusion to which no response is required and is therefore denied. 59. The averment is a legal conclusion to which no response is required and is therefore denied. 60. The averment is a legal conclusion to which no response is required and is therefore denied. 61. The averment is a legal conclusion to which no response is required and is therefore denied. 62. The averment is a legal conclusion to which no response is required and is therefore denied. 63. The averment is a legal conclusion to which no response is required and is therefore denied. 64. The averment is a legal conclusion to which no response is required and is therefore denied. 65. The averment is a legal conclusion to which no response is required and is therefore denied. 66. The averment is a legal conclusion to which no response is required and is therefore denied. 67. The averment is a legal conclusion to which no response is required and is therefore denied. 68. The averment is a legal conclusion to which no response is required and is therefore denied. 69. The averment is a legal conclusion to which no response is required and is therefore denied. 70. The averment is a legal conclusion to which no response is required and is therefore denied. 71. The averment is a legal conclusion to which no response is required and is therefore denied. 72. The averment is a legal conclusion to which no response is required and is therefore denied. 73. The averment is a legal conclusion to which no response is required and is therefore denied. 74. The averment is a legal conclusion to which no response is required and is therefore denied. 75. The averment is a legal conclusion to which no response is required and is therefore denied. 76. The averment is a legal conclusion to which no response is required and is therefore denied. 77. The averment is a legal conclusion to which no response is required and is therefore denied. 78. The averment is a legal conclusion to which no response is required and is therefore denied. To the extent an answer is required,the averment is denied, as the Agreement was executed after Ms. Wagner's employment relationship with iDrive began. 79. The averment is a legal conclusion to which no response is required and is therefore denied. 80. The averment is a legal conclusion to which no response is required and is therefore denied. 81. The averment is a legal conclusion to which no response is required and is therefore denied. 82. The averment is a legal conclusion to which no response is required and is therefore denied. 83. The averment is a legal conclusion to which no response is required and is therefore denied. 84. The averment is a legal conclusion to which no response is required and is therefore denied. 85. The averment is a legal conclusion to which no response is required and is therefore denied. 86. The averment is a legal conclusion to which no response is required and is therefore denied. 87. The averment is a legal conclusion to which no response is required and is therefore denied. 88. The averment is a legal conclusion to which no response is required and is therefore denied. 89. The averment is a legal conclusion to which no response is required and is therefore denied. 90. The averment is a legal conclusion to which no response is required and is therefore denied. 91. The averment is a legal conclusion to which no response is required and is therefore denied. 92. The averment is a legal conclusion to which no response is required and is therefore denied. WHEREFORE, Defendant Reach Digital Group, LLC,respectfully requests this Honorable Court to dismiss the Petition for Preliminary Injunction, enter judgment in its favor and against iDrive Interactive, LLC, and grant Defendant such other relief as may be deemed just. Respectfully Submitted, CLARK&KREVSKY,LLC Date: JanuM 7,2015 By. ----k e CV Frank P. Clark, Esquire P.O. Box 1254 Camp Hill,PA 17001 (717)731-8600 (717) 731-4764 FAX FPC @ Clark-Krevskylaw.com Attorney for Defendants EXHIBITS 1-A through 1-C Distance units: Nautical Mlles Export: KML G8V Search: 3909 HarVdaEca r wci Camp Hill.PA Find Ceoree/ PoinlJCemer PWnUCeMer Oielenee/ TaW Ofelanco CircM� atm• LaMaAr LonpNUAe Rsaiw ��� fGiwiwhrence i 4f}124iN U199b 3dW 91' Stan a Course sra1 a crate C i EA rr ry _ 000 Exhibit 1-A, indicating office of iDrive Interactive, LLC, 3909 Hartzdale Drive, Camp Hill, PA 17011 [Latitude/Longitude Coordinates: 40° 12 ' 44" N/ 76° 56' 38 " W] SearCh: 5100 Buckeyslawn Pike Frederick tOarylar Find CWAnW � f+bittHeaf"t PoirNleanter Utwneel TONY DOWO e exa.r uruw > R,at,. ;trTmre 1 39222ON 07IX45W 4912 44 N 978:49 38 w 31 !$}:'. N W tJtittL CJJ'Sd Stan a Clrak: a _ a is f Exhibit 1-B, indicating office of Reach Digital Group, LLC, 5100 Buckeystown Pike, Frederick, MD, 21704 [Latitude/Longitude Coordinates: 39° 22'20" N/77° 24' 45" W] creel Paint* FbkMGerrter FbinMenter Distance AzInaath Toted Digtanee 3rde 0 Ladtrrde an LUKW Radium �GircurAterence 1 4012 44 N 076.55 38 W 31 39222ON 0772445W t r z:aT k4 Ctear "oys"Ific "T Start a course 3Ir Stail a Circ - ...-...... eFt ..a= iwl.,,� Al * York -oi ? Roof F* Whoe f?pJt Exhibit 1-C, indicating 5100 Buckeystown Pike, Frederick, MD, relative to 50 mile Radius from 3909 Hartzdale Drive, Camp Hill, PA VERIFICATION I, Hope Wagner,verify that the statements made`m the foregoing Answer to Petition for Preliminary Injunctive Relief are true and correct to the best of my knowledge,information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. § 4904,to unsworn falsification to authorities. Dated: ) ,�-0'2 p( � By: 40agner CERTIFICATE OF SERVICE I. FRANK P. CLARK, do hereby certify that I served a true and correct copy of the foregoing ANSWER OF REACH DIGITAL GROUP, LLC TO PETITION FOR INJUNCTIVE RELIEF,upon the following below-named parties by depositing same in the U.S. Mail,postage pre-paid, at Camp Hill, PA,this 7t'day of January, 2015. SERVED UPON: Loren L. Speziale,Esquire Andrew H. Ralston,Jr.,Esquire GROSS MCGINLEY, LLP 33 South 7th St. P.O. Box 4060 Allentown, PA 18105-4060 Attorneys for Plaintiff Frank P. Clark IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSLYVANIA iDRIVE INTERACTIVE LLC, Plaintiff, CIVIL ACTION-LAW V. NO. 14-7057 CIVIL TERM HOPE ELLIS aka HOPE WAGNER, REACH DIGITAL GROUP, and BRYAN " DEPALMA, Defendants ANSWER OF HOPE WAGNER TO PETITION FOR INJUNCTIVE RELIEF AND NOW comes Defendant, Hope Ellis aka Hope Wagner("Ms. Wagner"),by and through her counsel, CLARK& KREVSKY, LLC,who files the within Answer to Petition for Injunctive Relief, alleging in support thereof as follows: 1. Admitted. 2. Denied. To the contrary, iDrive provides a network as an intermediary between publishers and marketers for advertisers having marketing budget for electronic ad placement who desire access to iDrive's publisher network, and is paid on consumer response to receiving marketing messages from a publisher within the network. 3. Denied. To the contrary, on information and belief, iDrive is a limited liability company with headquarters in Lower Allen Township, Cumberland County, and employs approximately 17 persons, 16 of whom work at the Lower Allen headquarters, and one person who works out of a residence in or about Virginia Beach, Virginia. 4. Denied as stated. Defendant, who goes by her married name, Hope Wagner("Ms. Wagner"), lives at 16 Laura Lane, Gettysburg, PA 17325. 5. Admitted on information and belief. 6. Denied. To the contrary, Reach Digital Group, LLC ("RDG"), is a Maryland limited liability company with headquarters at 5100 Buckeystown Pike, Suite 223, Frederick, Frederick County, Maryland. 7. Denied. To the contrary, RDG is an advertising agency providing creative website design(i.e.,unique content based on the advertiser's branding) and direct marketing via email messages to targeted audiences with the purpose of acquiring new customers, building brand loyalty, and encouraging repeat business. By way of further answer, RDG is paid based on an agreement as negotiated with the advertiser being served. 8. Admitted. 9. Denied. To the contrary, in or about December 2012, one or more of iDrive's principals compelled Ms. Wagner, upon threat of termination, to sign a document styled as an "Agreement" (the "Agreement"), a true and correct copy of which is attached to iDrive's Petition as Exhibit A. On information and belief, iDrive, through its principals, also compelled other employees of iDrive, under similar threat of termination,to sign a substantially similar document. 10. Denied as stated, as iDrive paid Ms. Wagner$200, subject to withholding. 11. The averment refers to a writing, the text of which speaks for itself. 12. The averment refers to a writing, the text of which speaks for itself. 13. The averment refers to a writing,the text of which speaks for itself. 14. The averment refers to a writing, the text of which speaks for itself. 15. Denied as stated. iDrive's office was at said address when the Agreement was signed and is at the same location at the present. 16. The averment is a legal conclusion to which no response is required and is therefore denied. To the extent an answer is required,the averment refers to a writing,the text of which speaks for itself. 17. The averment refers to a writing,the text of which speaks for itself. 18. The averment is a legal conclusion to which no response is required and is therefore denied. To the extent an answer is required, it is denied as stated, as Ms. Wagner served iDrive as its Chief Financial Officer, and had access to documents regarding a variety of its operations. 19. Denied. To the contrary, on or about October 7, 2014, iDrive's three principals [individuals named Greg Bernstein(`Bernstein"), Rick Miller("Miller") and Tron Shelly ("Shelly")] directed Ms. Wagner to terminate the employ of a staff accountant who was pregnant. When Ms. Wagner asked the principals the grounds on which the termination was based, one principal stated that it was to put more money in his own pocket. Ms. Wagner told the principals she opposed the termination decision and verbally announced on that date that she had an offer from an advertising agency in Gettysburg that she intended to accept after completing her notice period to iDrive. The principals asked Ms. Wagner on that date to reconsider her decision; on October 9, Ms. Wagner sent an email to the principals stating that her decision was final and that her last day at iDrive would be November 21, 2014. It was not until October 13, 2014,that the principals acknowledged receipt of Ms. Wagner's October 9 email. 20. Denied. To the contrary, Ms. Wagner intentionally sent the email to Mr. DePalma, but inadvertently sent it to an incorrect email address. 21. Admitted. 22. Admitted in part, denied in part. Admitted that Mr. DePalma was no longer employed by iDrive, and, by way of further answer, had been terminated by iDrive more than a year before. After reasonable investigation, Ms. Wagner lacks sufficient knowledge or information to answer the remainder of the averment and the same is therefore denied. 23. Denied. To the contrary, the three iDrive principals questioned Ms. Wagner on that date as to her decision to associate with Mr. DePalma, whom one or more of the principals held in low regard. By way of further answer, Ms. Wagner, who on October 7 disclosed to the three iDrive principals that she would be employed by an advertising agency in Gettysburg, identified the agency on October 23 that the agency was Graphcom. 24. Denied as stated. Ms. Wagner, who on October 7 disclosed to the three iDrive principals that she would be employed by an advertising agency in Gettysburg, identified the agency on October 23 as Graphcom. 25. Denied. To the contrary, Ms. Wagner was asked what email delivery provider she contemplated using in her new role at Graphcom, she stated that she was considering Puresend, a company that is not a client of iDrive. 26. Denied. To the contrary, Ms. Wagner and iDrive agreed that Ms. Wagner would work at iDrive through an agreed notice period until November 21, 2014. By way of further answer, Ms. Wagner, whose resignation was prompted by the principals' groundless decision to terminate the pregnant staff accountant, was concerned that iDrive's principals would subject her to threats or interrogation or an otherwise poor working environment during the notice period; while Ms. Wagner was ready, willing and able to work thorough the agreed notice period, she also expressly advised the principals that she reserved the right to leave earlier than the agreed notice date if her concerns materialized. By way of further answer, iDrive, in retaliation, announced to Ms. Wagner that"it is in everyone's best interest to make your resignation effective immediately,"and then failed to pay Ms. Wagner the balance owed for her services through the notice period. 27. Admitted in part and denied in part. Admitted that Ms. Wagner received a letter, a true and correct copy of which is attached as Exhibit B. The remainder of the averment is denied as the averment refers to a writing, the text of which speaks for itself. 28. Denied as stated. Ms. Wagner on or about November 10, 2014,that she"will not be accepting employment with Graphcom to create a competitive arm; furthermore,this position was not ever intended to compete with IDrive. It was intended to serve as an email marketing arm for Graphcom which would involve premium email for their brands. IDrive and the newly formed division would not have the same backend, strategies, etc." 29. After reasonable investigation, Ms. Wagner lacks sufficient knowledge or information to answer what iDrive learned or when. By way of further answer, on or about December 3, 2014, Ms. Wagner caused Articles of Organization to be filed for RDG with the Maryland Department of Assessments and Taxation, and RDG thereafter began operations out of leased premises in Frederick, MD. 30. Admitted in part and denied in part. Admitted that RDG's website notes, among many other things, that RDG"provides email marketing services." The remainder of the averment is a legal conclusion to which no response is required and is therefore denied. 31. Denied. To the contrary, Mr. DePalma has no role with RDG. 32. Denied. Ms. Wagner is engaged by RDG at its place of business at 5100 Buckeystown Pike, Frederick MD, which is outside a 50-mile radius from iDrive's headquarters in Lower Allen Township. By way of further answer, attached to this Answer and incorporated herein as Exhibits 1-A through 1-C are a series of maps generated at the website www.acscdg.com establishing that iDrive's offices at 3909 Hartzdale Drive, Camp Hill, PA 17011 are at Latitude/Longitude coordinates 40° 12' 44"N/76° 56' 38" W;that RDG's offices at 5100 Buckeystown Pike, Frederick, MD, 21704 are at Latitude/Longitude coordinates 39° 22' 20"N/770 2438" W; and that RDG's offices are outside a 50-mile radius of iDrive's offices. 33. The averment is a legal conclusion to which no response is required and is therefore denied. To the extent an answer is required the averment is denied, as to the contrary, Ms. Wagner is working at said location in order to comply with a 50-mile radius. 34. The averment is a legal conclusion to which no response is required and is therefore denied. To the extent an answer is required the averment is denied, as to the contrary, Ms. Wagner actually works at the indicated space in Frederick, MD. 35. The averment is a legal conclusion to which no response is required and is therefore denied. 36. The averment is a legal conclusion to which no response is required and is therefore denied. 37. The averment is a legal conclusion to which no response is required and is therefore denied. 38. The averment is a legal conclusion to which no response is required and is therefore denied. a. The averment is a legal conclusion to which no response is required and is therefore denied. b. The averment is a legal conclusion to which no response is required and is therefore denied. c. The averment is a legal conclusion to which no response is required and is therefore denied. 39. The averment is a legal conclusion to which no response is required and is therefore denied. 40. The averment is a legal conclusion to which no response is required and is therefore denied. a. The averment is a legal conclusion to which no response is required and is therefore denied. b. The averment is a legal conclusion to which no response is required and is therefore denied. c. The averment is a legal conclusion to which no response is required and is therefore denied. d. The averment is a legal conclusion to which no response is required and is therefore denied. 41. The averment is a legal conclusion to which no response is required and is therefore denied. 42. The averment is a legal conclusion to which no response is required and is therefore denied. 43. The averment is a legal conclusion to which no response is required and is therefore denied. 44. The averment is a legal conclusion to which no response is required and is therefore denied. 45. The averment is a legal conclusion to which no response is required and is therefore denied. 46. The averment is a legal conclusion to which no response is required and is therefore denied. 47. The averment is a legal conclusion to which no response is required and is therefore denied. a. The averment is a legal conclusion to which no response is required and is therefore denied. b. The averment is a legal conclusion to which no response is required and is therefore denied. c. The averment is a legal conclusion to which no response is required and is therefore denied. d. The averment is a legal conclusion to which no response is required and is therefore denied. e. The averment is a legal conclusion to which no response is required and is therefore denied. f. The averment is a legal conclusion to which no response is required and is therefore denied. 48. The averment is a legal conclusion to which no response is required and is therefore denied. 49. The averment is a legal conclusion to which no response is required and is therefore denied. 50. The averment is a legal conclusion to which no response is required and is therefore denied. 51. The averment is a legal conclusion to which no response is required and is therefore denied. To the extent an answer is required,the averment is denied, as it refers to a writing,the text of which speaks for itself. 52. The averment is a legal conclusion to which no response is required and is therefore denied. 53. The averment is a legal conclusion to which no response is required and is therefore denied. 54. The averment is a legal conclusion to which no response is required and is therefore denied. 55. The averment is a legal conclusion to which no response is required and is therefore denied. 56. The averment is a legal conclusion to which no response is required and is therefore denied. 57. Denied. To the contrary, Puresend is not a client of iDrive, and Ms. Wagner's communications with Puresend are entirely lawful. 58. The averment is a legal conclusion to which no response is required and is therefore denied. 59. The averment is a legal conclusion to which no response is required and is therefore denied. 60. The averment is a legal conclusion to which no response is required and is therefore denied. 61. The averment is a legal conclusion to which no response is required and is therefore denied. 62. The averment is a legal conclusion to which no response is required and is therefore denied. 63. The averment is a legal conclusion to which no response is required and is therefore denied. 64. The averment is a legal conclusion to which no response is required and is therefore denied. 65. The averment is a legal conclusion to which no response is required and is therefore denied. 66. The averment is a legal conclusion to which no response is required and is therefore denied. 67. The averment is a legal conclusion to which no response is required and is therefore denied. 68. The averment is a legal conclusion to which no response is required and is therefore denied. 69. The averment is a legal conclusion to which no response is required and is therefore denied. 70. The averment is a legal conclusion to which no response is required and is therefore denied. 71. The averment is a legal conclusion to which no response is required and is therefore denied. 72. The averment is a legal conclusion to which no response is required and is therefore denied. 73. The averment is a legal conclusion to which no response is required and is therefore denied. 74. The averment is a legal conclusion to which no response is required and is therefore denied. 75. The averment is a legal conclusion to which no response is required and is therefore denied. 76. The averment is a legal conclusion to which no response is required and is therefore denied. 77. The averment is a legal conclusion to which no response is required and is therefore denied. 78. The averment is a legal conclusion to which no response is required and is therefore denied. To the extent an answer is required,the averment is denied, as the Agreement was executed after Ms. Wagner's employment relationship with iDrive began. 79. The averment is a legal conclusion to which no response is required and is therefore denied. 80. The averment is a legal conclusion to which no response is required and is therefore denied. 81. The averment is a legal conclusion to which no response is required and is therefore denied. 82. The averment is a legal conclusion to which no response is required and is therefore denied. 83. The averment is a legal conclusion to which no response is required and is therefore denied. 84. The averment is a legal conclusion to which no response is required and is therefore denied. 85. The averment is a legal conclusion to which no response is required and is therefore denied. 86. The averment is a legal conclusion to which no response is required and is therefore denied. 87. The averment is a legal conclusion to which no response is required and is therefore denied. 88. The averment is a legal conclusion to which no response is required and is therefore denied. 89. The averment is a legal conclusion to which no response is required and is therefore denied. 90. The averment is a legal conclusion to which no response is required and is therefore denied. 91. The averment is a legal conclusion to which no response is required and is therefore denied. 92. The averment is a legal conclusion to which no response is required and is therefore denied. WHEREFORE, Defendant Hope Wagner respectfully requests this Honorable Court to dismiss the Petition for Preliminary Injunction enter judgment in her favor and against iDrive Interactive, LLC, and grant Defendant such other relief as may be deemed just. Respectfully Submitted, CLARK& KREVSKY, LLC Date: January 7, 2015 By: Lt e u V Frank P. Clark, Esquire P.O. Box 1254 Camp Hill, PA 17001 (717)731-8600 (717) 731-4764 FAX FPC @ Clark-Krevskylaw.com Attorney for Defendant EXHIBITS I-A through 1-C Distance units: Nautical miles ExPOrt: KML CSV Search: 3909 Haivdale DIM,,,Camp Hill,PA rind 11 1 441243N I OM553UVY 11 AN,-M .w- Scan a Ca--arse j W Exhibit 1-A, indicating office of iDrive Interactive, LLC, 3909 Hartzdale Drive, Camp Hill, PA 17011 [Latitude/Longitude Coordinates: 40' 12 ' 44" N/76' 56' 38 W] Search: 5100 Buckeysiown Pike,rredet;ck?ylaryiat Find Courw painmtWor 11A--1RhealNt mm pamicenme TOM Diu circia 0 Pews LKMNM L.4. 0. kcwr& 1I 3g222ON 077 2.4 45 W 29 4 1 40 12 44 N am%3S w 5q431 Stall A cwn4l Si MA 4 Exhibit 1-B, indicating office of Reach Digital Group, LLC, 5 100 Buckeystown Pike, Frederick, MD, 21704 [Latitude/Longitude Coordinates: 39' 22' 20" N/77' 24' 45" W] 03urw Paint# PairrtCanter PC&WCerftr [Netan"i Azimuth Total Distance :rcle a Latitude LongikKM Radius icircumfe"mce I 4012 44 N 076 5ti W 39 39222ON ffn 24 45 W ry CiaarAmfi3 r + Era"last Start a 3-rse ry r _" .;A Start a �irche t it'll€ : g State oar*, t - na ., Red tion 3 #99z. , et + % , fit f ng So r OW 0 , It Exhibit 1-C, indicating 5100 Buckeystown Pike, Frederick, MD, relative to 50 mile Radius from 3909 Hartzdale Drive, Camp Hill, PA VERIFICATION I, Hope Wagner, verify that the statements made in the foregoing Answer to Petition for Preliminary Injunctive Relief are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. § 4904,to unsworn falsification to authorities. Dated: By: op agner CERTIFICATE OF SERVICE I, FRANK P. CLARK, do hereby certify that I served a true and correct copy of the foregoing ANSWER OF HOPE WAGNER TO PETITION FOR INJUNCTIVE RELIEF, upon the following below-named parties by depositing same in the U.S. Mail, postage pre-paid, at Camp Hill, PA,this 7 th day of January, 2015. SERVED UPON: Loren L. Speziale, Esquire Andrew H. Ralston, Jr., Esquire GROSS MCGINLEY, LLP 33 South 7th St. P.O. Box 4060 Allentown, PA 18105-4060 Attorneys for Plaintiff V o� Frank P. Clark Ronny R Anderson Sheriff Jody S Smith Chief Deputy Richard W Stewart Solicitor SHERIFF'S OFFICE OF CUMBERLAND COUNTY itE"rt7(7tiQ1}1 t 2U15 ,11;111 1: 01 GUMb�!�!� Y!COO-1'f 1�4�y iDrive Ineractive LLC vs. Hope Ellis (et al.) Case Number 2014-7057 SHERIFF'S RETURN OF SERVICE 12/11/2014 Sheriff Ronny R Anderson, being duly sworn according to law, states he made diligent search and inquiry for the within named Defendant to wit: Hope Ellis, but was unable to locate the Defendant in the Sheriffs bailiwick. The Sheriff therefore deputizes the Sheriff of Adams, Pennsylvania to serve the within Complaint & Notice according to law. 12/11/2014 Sheriff Ronny R Anderson, being duly sworn according to law, states he made diligent search and inquiry for the within named Defendant to wit: Bryan Depalma, but was unable to locate the Defendant in the Sheriffs bailiwick. The Sheriff therefore deputizes the Sheriff of Dauphin, Pennsylvania to serve the within Complaint & Notice according to law. 12/17/2014 03:10 PM - The requested Complaint & Notice served by the Sheriff of Adams County upon Tammy Bolitski, Caregiver, who accepted for Hope Ellis, at 16 Laura Lane, Gettysburg, PA 17325. James Muller, Sheriff, Return of Service attached to and made part of the within record. 12/19/2014 11:06 AM - The requested Complaint & Notice and Petition served by the Sheriff of Dauphin County upon Bryan Depalma, personally, at 4604 Danbury Road, Harrisburg, PA 17109. Jack Lotwick, Sheriff, Return of Service attached to and made part of the within record. SHERIFF COST: $62.00 SO ANSWERS, December 31, 2014 RONNY R ANDERSON, SHERIFF tc! CountySuite Sheriff, Teleosoft enc. EXP: 01/07/2015 16 LAURA LANE, GETTYSBURG, PA 17325 Ronny R Anderson Sheriff Jody S Smith Chief Deputy SHERIFF'S OFFICE OF CUMBERLAND COUNTY a�oty a4 Catirrllrtf41,d OFFICE OF THE SHERIFF Richard W Stewart Solicitor iDrive Ineractive LLC vs. Ellis, Hope (et al.) Case Number 2014-7057 SERVICE COVER SHEET LService Details: Category: Manner: Notes: [Serve To: Civil Action - Complaint & Notice Deputize Expires: 01/07/2015 Zone: Warrant: frenal Seltilice , > .6- el • C6 a = 0 01rn — m Name: Primary Address: Phone: Alternate Address: Phone: Hope Ellis 16 Laura Lane Gettysburg, PA 17325 DOB: Served: Adult In Charge: Relation: Date: Deputy: Personally • Adult Wr harge • e sted • Other Time: Mileage: [ Attorney / Originator. Name: Loren L Speziale [Service Atte Date: • Time: 0 • Mileage: Deputy: N ELLIS, HOPE Phone: 610-820-5450 nets: } :� { i �". 3 .: � � � �� �� .Y.+R.'ix l%� S �� r 4 ii � �x . �} j i 1 _ � . JJu h ^ �: . ``-'F�r+�' / u 6 [Notes / Special Instructions: Now, December 11, 2014 I, Sheriff of Cumberland County, Pennsylvania do hereby deputize the Sheriff of Adams County to execute service of the documents herewith and make return thereof according to law. Return To: Cumberland County Sheriffs Office One Courthouse Square Carlisle, PA 17013 (c) CountySu3e Sheriff. Teleosofl. Inc Ronny R Anderson, Sheriff tt Shelley Ruhl Real Estate Deputy Matthew L. Owens Solicitor Dauphin County 101 Market Street Harrisburg, Pennsylvania 17101-2079 ph: (717) 780-6590 fax: (717) 255-2889 Jack Lotwick Sheriff Jack Duignan Chief Deputy Michael W. Rinehart Assistant Chief Deputy Commonwealth of Pennsylvania IDRIVE INTERACTIVE, LLC VS County of Dauphin BRYAN DEPALMA Sheriffs Return No. 2014-T-3179 OTHER COUNTY NO. 2014-7057 And now: DECEMBER 17, 2014 at 11:06:00 AM served the within COMPLAINT & PETITION FOR INJUNCTIVE RELIEF upon BRYAN DEPALMA by personally handing to BRYAN DEPALMA 1 true attested copy of the original COMPLAINT & PETITION FOR INJUNCTIVE RELIEF and making known to him/her the contents thereof at 4604 DANBURY ROAD HARRISBURG PA 17109 Sworn and subscribed to before me this 18TH day of December, 2014 COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL Karen M. Hoffman, Notary Public City of Harrisburg, Dauphin County My Commission Expires January 8, 2018 So Answers, Sheri of Dauphin County Pa. By ..i MA.A41 Ali IJc Dep Sheriff Deputy: JESSICA KARL Sheriffs Costs: $47.25 12/15/2014 James W. Muller Sheriff Len J. Supenski Chief Deputy SHERIFF'S OFFICE OF ADAMS COUNTY Bernard A. Yannetti, Jr, Solicitor Kevin E. Miller Lieutenant iDRIVE INTERACTIVE, LLC vs. HOPE ELLIS Case Number 2014-7057 SHERIFF'S RETURN OF SERVICE 12/17/2014 03:10 PM - Deputy Carl Boyer, being duly sworn according to law, deposes and says, the Complaint & tote was served upon HOPE ELLIS at 16 LAURA LANE, GETTYSBURG, PA 17325 by handing a true aid atested copy to a TAMMY BOLITSKI, Caregiver, adult -in -charge of residence at time of service, and made known the ccntentsthereof. SHERIFF COST: $26.36 SO ANSWERS, December 30, 2014 JAMES W. MULLER, SHERIFF COSTS DATE CATEGORY MEMO CHK # DEBIT CREDIT 12/16/2014 Advance Fee Advance Fee 47469 $0.00 $150.00 12/16/2014 Notary Fee $5.00 $0.00 12/16/2014 Docket & Return $9.00 $0.00 12/16/2014 Sr: ri( : 69.00 $000 12/30/2014 Mileage $3.36 $0.00 12/30/2014 Refund 3796 $123.64 $0.00 BALANCE: 150.00 $150.00 $0.00 COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL Erica L. Nawman, Notary Public Gattysburg Boo, Adams County ry Commission Expires April 7, 2018 MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES Affirmed and subscribed to before me this 30TH day of DECEMBER NOTARY 2014 (c) ChuntyStilie Sheriff, Thleorroft, ekd nouzA us),y4c,