Contract analysis

I. Introduction and Identification of Client This firm represents Crestline Packaging Solutions LLC ("CPS" or "our client"), an Ohio limited liability company headquartered at 4800 Scioto Industrial Parkway, Columbus, Ohio 43228. We write to you in that capacity and on CPS's express authorization concerning matters of the utmost gravity involving the misappropriation of CPS's trade secrets and the systematic breach o

II. The Toll Manufacturing Agreement On March 15, 2017, CPS and Harlow entered into a Toll Manufacturing Agreement (the "TMA") pursuant to which Harlow was engaged to serve as a toll blender and packager for CPS-BC-1147 at Harlow's manufacturing facility in Terre Haute, Indiana. The purpose of the arrangement was to supplement CPS's existing production capacity at its Columbus, Ohio facility in order to meet growing

III. Contractual Protections and Obligations The TMA contained several provisions specifically designed to protect CPS's proprietary information and competitive position, both during the term of the agreement and following its termination. Harlow negotiated, agreed to, and was bound by each of these provisions, which include the following:

Section 7 — Confidentiality and Non-Disclosure. Section 7 of the TMA imposed upon Harlow a comprehensive obligation to maintain the confidentiality of all CPS proprietary and confidential information received or generated in connection with the tolling relationship. This obligation extends to, among other things, all formulation data (including the Partial Formulation Disclosure), batch production records, analytical

Section 8.2 — Prohibition on Reverse Engineering. Section 8.2 of the TMA contained an express and unambiguous prohibition against Harlow analyzing, deconstructing, reverse-engineering, or otherwise attempting to determine the composition, formulation, or makeup of CPS Concentrate A or any other proprietary CPS materials provided to Harlow under the TMA. This provision was included precisely because CPS recognized tha

Section 9.1 — Non-Compete Covenant. Under Section 9.1 of the TMA, Harlow covenanted and agreed that, for a period of three (3) years following termination or expiration of the TMA, Harlow would not, directly or indirectly, manufacture, produce, blend, formulate, sell, distribute, market, or otherwise commercially exploit any barrier coating product that is "substantially similar" to CPS-BC-1147 in formulation, compos

Section 9.3 — Customer Non-Solicitation. Section 9.3 of the TMA further required Harlow to refrain from soliciting, contacting, or diverting, directly or indirectly, any customer of CPS for the purpose of selling or offering to sell any barrier coating product, for a period coextensive with the non-compete period set forth in Section 9.1. Each of the foregoing provisions was expressly stated to survive the terminatio

IV. Harlow's Wrongful Conduct — Reverse Engineering and Misappropriation CPS has become aware that, in or about April 2023 — approximately three months after termination of the TMA — Harlow commenced the manufacture, marketing, and sale of a barrier coating product under the brand name "ShieldCoat Pro 900," targeting the food packaging industry. The timing of this product launch, following so closely upon the termina

V. Harlow's Wrongful Conduct — Customer Solicitation Harlow's misconduct has not been limited to the misappropriation of CPS's trade secrets and the manufacture of a competing product. CPS has confirmed that Harlow has also engaged in a systematic campaign to solicit CPS's customers in direct violation of the customer non-solicitation covenant set forth in Section 9.3 of the TMA. Specifically, CPS has confirmed that

VI. Legal Claims — Trade Secret Misappropriation CPS-BC-1147, including its complete fourteen-constituent formulation, proprietary ratios, order-of-addition protocol, and defined processing temperatures and shear rates, constitutes a trade secret under both federal and state law. The formulation derives independent economic value, both actual and potential, from not being generally known to, and not being readily asc

VII. Legal Claims — Breach of Contract and Other Claims In addition to its trade secret misappropriation claims, CPS has strong claims against Harlow for breach of contract. Harlow's conduct as described in this letter constitutes material breach of the following provisions of the TMA: • Section 7 (Confidentiality / Non-Disclosure): Harlow breached its confidentiality obligations by retaining and using CPS's propriet

VIII. Demands In light of the foregoing, CPS, through this firm, makes the following demands:

1. Immediate Cessation. Harlow must immediately cease and desist from all manufacture, production, blending, formulation, marketing, sale, distribution, offering for sale, and any other commercial exploitation of ShieldCoat Pro 900 or any other product derived from, based upon, or incorporating, in whole or in part, CPS-BC-1147, CPS Concentrate A, or any other CPS confidential or proprietary information. This demand

2. Return and Destruction of Confidential Information. Harlow must immediately return to CPS all CPS confidential information in Harlow's possession, custody, or control — including but not limited to the CPS-BC-1147 Partial Formulation Disclosure, CPS Concentrate A analytical data (including without limitation any and all reports, data, chromatograms, spectra, or other analytical results obtained from or generated b

3. Full Accounting. Harlow must provide CPS with a complete and accurate accounting of all ShieldCoat Pro 900 sales from the inception of the product through the date of Harlow's response, including without limitation: (a) the identity of all customers to whom ShieldCoat Pro 900 has been sold, offered for sale, or provided as samples; (b) the volumes (in pounds) sold or shipped to each such customer; (c) the pricing

IX. Preservation of Evidence CPS further demands that Harlow immediately take all steps necessary to identify, locate, and preserve all documents and electronically stored information ("ESI") in Harlow's possession, custody, or control that relate in any way to ShieldCoat Pro 900, CPS-BC-1147, CPS Concentrate A, Archer Material Sciences Inc., or any communications with CPS's customers (including but not limited to Ma

X. Warning of Litigation CPS sincerely hopes that this matter can be resolved without the necessity of litigation. However, CPS is fully prepared to protect its rights through every available legal avenue. If Harlow fails to comply fully with each of the demands set forth in Section VIII above within ten (10) business days of receipt of this letter, CPS will immediately commence litigation against Harlow in the Unite

XI. Reservation of Rights This letter does not constitute an exhaustive recitation of CPS's claims, rights, defenses, or the facts and circumstances supporting them. CPS expressly reserves the right to present additional facts, legal theories, and claims as may be appropriate in any future proceedings or communications. All rights and remedies available to CPS at law and in equity are expressly reserved, including wi