Contract analysis

1. I am over the age of eighteen years and am competent to testify to the matters set forth herein. I make this declaration based on my own personal knowledge, except where otherwise stated, and if called as a witness I could and would testify competently to the facts stated in this declaration. I am the Chief Executive Officer of Plaintiff Lumos Analytics Inc. ("Lumos" or "Lumos AI"), a position I have held since th

I. BACKGROUND OF LUMOS ANALYTICS INC. A. Corporate Formation and Structure

2. Lumos Analytics Inc. is a corporation duly organized and existing under the laws of the State of Delaware, bearing Delaware File Number 6518274 and Employer Identification Number 82-4713956. Lumos maintains its principal place of business at 4700 Orchard Parkway, Suite 300, San Jose, California 95134. I founded Lumos in approximately 2017 together with a small team of colleagues who shared a vision for applying ad

3. Lumos is a software-as-a-service ("SaaS") company that specializes in AI-driven financial analytics for institutional asset managers, including hedge funds, pension funds, endowments, and proprietary trading desks. Since its founding, Lumos has grown from a small startup of fewer than ten employees into a substantial enterprise employing approximately 340 people as of the date of this declaration. B. Products and

4. Lumos's flagship product is "LumosEdge," a sophisticated platform that uses proprietary ensemble machine-learning models to generate predictive signals for equity and fixed-income portfolio optimization. LumosEdge is designed for and marketed to institutional asset managers who require differentiated, competitively sensitive analytical capabilities that go beyond what is available from commodity analytics provider

5. The proprietary technology underlying LumosEdge represents years of intensive research, development, and significant financial investment. LumosEdge's competitive differentiation rests on the quality and uniqueness of its underlying machine-learning model architecture, its proprietary feature-engineering libraries, its data ingestion and transformation pipelines, and its curated training datasets. These assets, in

6. As noted above, Lumos employs approximately 340 people as of the date of this declaration, including software engineers, machine-learning researchers, data scientists, product managers, sales professionals, and support staff. The majority of these employees are located at Lumos's San Jose headquarters, with additional personnel working from satellite offices and remote locations across the United States.

7. Lumos's 2022 annual recurring revenue ("ARR") was approximately $67 million, reflecting the significant value that institutional customers place on Lumos's proprietary analytical capabilities. Our revenue has grown substantially year-over-year since the company's early stages, driven by the differentiated performance of LumosEdge and the expansion of our customer base within the institutional finance sector.

8. To fund the research, development, and commercialization of its proprietary technology, Lumos has raised a total of approximately $185 million in venture capital funding through its Series D round. This capital was raised through successive funding rounds, each reflecting the growing value and promise of Lumos's technology and market opportunity. By way of specific example, Lumos's Series B round of $40 million wa

9. Lumos's investor base includes prominent venture capital and growth equity firms. Helen Trask, General Partner at Ridgeline Ventures, serves as a board observer for Lumos, and Jonathan Holt, Managing Director at Northstar Growth Equity, serves as a member of Lumos's Board of Directors. These investors committed substantial capital based in significant part on the value and defensibility of Lumos's proprietary tech

II. LUMOS'S PROPRIETARY TECHNOLOGY AND TRADE SECRETS A. Overview of Trade Secret Categories

10. Over the course of approximately six years, Lumos has developed, at great expense and through the dedicated efforts of its engineering and research teams, proprietary technology and confidential business information that constitutes its most valuable competitive assets. These assets are not publicly known or generally ascertainable, and Lumos has taken extensive and continuous measures to maintain their secrecy.

11. The first category of trade secrets at issue is the LumosEdge ensemble machine-learning model architecture, including its proprietary neural-network topology and hyperparameter configurations. This architecture is the core intellectual engine of Lumos's entire product offering. It defines how LumosEdge combines multiple machine-learning models — including deep neural networks, gradient-boosted decision trees, and

12. The model architecture was developed through extensive research and development investment over a period of years, drawing on the specialized expertise of some of the most talented machine-learning engineers and researchers in the industry. The specific neural-network topologies, the manner in which individual model components are combined, and the hyperparameter configurations that govern the training and infere

13. The second category of trade secrets at issue is Lumos's proprietary feature-engineering libraries, which contain 2,847 individual engineered features used for financial signal generation. Feature engineering — the process of transforming raw data inputs into informative variables that enhance the predictive power of machine-learning models — is widely recognized as one of the most critical determinants of model

14. Lumos's feature-engineering libraries were developed iteratively over years of painstaking research and experimentation. Each of the 2,847 features represents a carefully designed transformation of one or more data inputs that has been empirically validated to contribute meaningfully to the predictive accuracy of LumosEdge's models. Many of these features encode proprietary insights about the relationships betwee

15. The third category of trade secrets at issue is the "DataStream" ETL (extract, transform, load) pipeline codebase and associated data-schema definitions. DataStream is Lumos's proprietary system for ingesting, transforming, and loading data from a diverse array of sources into the LumosEdge analytical framework. DataStream covers ingestion from forty-three (43) separate alternative-data vendors, each of which pro

16. The DataStream pipeline represents a proprietary system that enables Lumos to integrate disparate and complex data sources — including satellite imagery analytics, credit card transaction data, web traffic data, geolocation data, and many others — into a unified analytical framework suitable for consumption by LumosEdge's machine-learning models. The pipeline architecture, schema definitions, vendor integration l

17. The fourth category of trade secrets at issue is a curated and labeled training dataset comprising approximately 14.6 terabytes of historical financial and alternative data. This dataset was assembled, cleaned, labeled, and curated at great expense and over a significant period of time. It includes historical market data, alternative data from dozens of vendors, proprietary labels reflecting actual financial outc

18. The curated training dataset is foundational to the performance of LumosEdge's machine-learning models. The quality and comprehensiveness of training data is a critical determinant of model accuracy, and the extensive curation effort that Lumos invested in this dataset — including the removal of noise, the correction of errors, the imputation of missing values, and the careful alignment of disparate time series —

19. The fifth category of trade secrets at issue is Lumos's confidential product roadmap documents for the period 2023–2025, including, most critically, the unreleased specifications for "LumosEdge 3.0." The LumosEdge 3.0 roadmap document is thirty-seven (37) pages in length and details planned product features, architecture changes, integration plans, go-to-market strategies, and strategic initiatives that Lumos int

20. The product roadmap constitutes some of the most competitively sensitive information in Lumos's possession. Disclosure of roadmap information to a direct competitor would cause severe and immediate strategic harm to Lumos by enabling the competitor to anticipate Lumos's product moves, preemptively develop competing features, and undercut Lumos's strategic positioning in the marketplace. The roadmap was distribute

21. Lumos takes extensive and continuous measures to protect its trade secrets and confidential information from unauthorized access, use, and disclosure. These measures include, but are not limited to, the following: (a) Restricting access to proprietary technology and confidential information on a strict need-to-know basis, with role-based access controls enforced through technical systems; (b) Requiring all employ

22. These measures, taken together, demonstrate that Lumos treats its proprietary technology and confidential information as trade secrets and takes reasonable steps — indeed, extensive steps — to maintain their secrecy.

III. EMPLOYMENT AND DEPARTURE OF THE INDIVIDUAL DEFENDANTS A. Rajiv Anand

23. Defendant Rajiv Anand, age 37, was employed by Lumos as Principal Engineer — ML Infrastructure from March 2019 through September 30, 2022. In this role, Anand was one of the key architects of the LumosEdge signal-generation engine. His responsibilities included designing, implementing, and optimizing the core machine-learning infrastructure that powers LumosEdge's ensemble models. He reported directly to Lumos's

24. By virtue of his senior technical role, Anand had access to Lumos's most sensitive proprietary codebases and training data. Specifically, Anand had authorized access to the LumosEdge ensemble ML model architecture, including the proprietary neural-network topologies and hyperparameter configurations; the feature-engineering libraries; and the curated training datasets. His access to these materials was essential

25. Upon his hire in March 2019, Anand executed Lumos's standard PIIAA. The PIIAA includes the following restrictive covenant provisions, among others: (a) An assignment of all inventions clause, pursuant to which Anand assigned to Lumos all right, title, and interest in any inventions, developments, or intellectual property created during or arising out of his employment at Lumos; (b) A confidentiality and non-discl

26. The PIIAA further requires that, upon the termination of employment for any reason, the departing employee must promptly return to Lumos all company materials, including but not limited to documents, files, data, code, hardware, and any other tangible or electronic materials containing or reflecting Lumos's proprietary information, and must certify in writing that all such materials have been returned and that no

27. Anand resigned from Lumos on September 30, 2022, effective immediately, providing no advance notice. Critically, upon his departure, Anand did not return company materials and did not confirm the deletion of Lumos proprietary information from his personal devices, accounts, or storage media, as required by his PIIAA. Despite Lumos's subsequent requests, Anand has not complied with these obligations. B. Serena Mal

28. Defendant Serena Mallick, age 34, was employed by Lumos as Senior Software Engineer — Data Pipelines from June 2020 through October 14, 2022. In this role, Mallick was responsible for building, maintaining, and optimizing the proprietary DataStream ETL pipelines that ingest alternative financial data from dozens of third-party vendors into the LumosEdge platform. She was a key contributor to the DataStream system

29. By virtue of her role, Mallick had extensive access to the DataStream ETL pipeline codebase, its data-schema definitions, and the vendor integration configurations for multiple alternative-data providers. Her access to these materials was necessary for the performance of her job duties and was granted subject to the confidentiality and proprietary information protections described herein.

30. Upon her hire in June 2020, Mallick executed Lumos's standard PIIAA, which contains the same restrictive covenant provisions as those described above in connection with Anand's PIIAA, including the assignment of inventions clause, the confidentiality and non-disclosure provision surviving termination for three years, the non-solicitation of employees clause for twelve months post-separation, and the perpetual cov

31. Mallick resigned from Lumos on October 14, 2022, also without adequate advance notice. Like Anand, Mallick did not return company materials and did not confirm the deletion of Lumos proprietary information from her personal devices, accounts, or storage media upon her departure, in breach of her obligations under the PIIAA. C. Derek Yun

32. Defendant Derek Yun, age 31, was employed by Lumos as Machine Learning Engineer II from January 2021 through October 21, 2022. In this role, Yun worked on model development, training, and evaluation within the LumosEdge platform. He had direct access to Lumos's proprietary training datasets, model hyperparameters, and feature-engineering libraries. Yun was involved in the day-to-day process of training and refini

33. Upon his hire in January 2021, Yun executed Lumos's standard PIIAA, which contains the same restrictive covenant provisions as those executed by Anand and Mallick, as described above.

34. Yun resigned from Lumos on October 21, 2022, again without adequate advance notice. Like both Anand and Mallick, Yun did not return company materials and did not confirm the deletion of Lumos proprietary information from his personal devices, accounts, or storage media upon his departure, as required by his PIIAA. D. Coordinated Nature of Departures

35. The departures of Anand, Mallick, and Yun occurred in rapid succession over a period of approximately three weeks — from September 30, 2022 through October 21, 2022. The timing and coordination of these departures, viewed in light of the events described in Sections IV and V below, strongly suggest a pre-planned and deliberate effort by the individual defendants to leave Lumos in a coordinated fashion and to esta

IV. FORMATION OF NOVASPARK TECHNOLOGIES INC. AND COMPETITIVE THREAT A. NovaSpark's Incorporation and Business

36. NovaSpark Technologies Inc. ("NovaSpark") was incorporated in the State of Delaware on October 3, 2022 — just three days after Anand's resignation from Lumos on September 30, 2022. I am informed and believe that the incorporation paperwork for NovaSpark was prepared and filed while Anand was still employed at Lumos or, at the very latest, within days of his departure, further evidencing that the formation of Nova

37. NovaSpark is headquartered at 88 Bluxome Street, Floor 4, San Francisco, California 94107. Defendant Rajiv Anand serves as the Chief Executive Officer and co-founder of NovaSpark.

38. Based on publicly available information, including NovaSpark's website and press releases, NovaSpark purports to offer AI-driven alternative-data analytics for hedge funds and proprietary trading desks. This is a market that directly and substantially overlaps with Lumos's core offering. Indeed, the description of NovaSpark's product and target customer base is remarkably similar to the description of LumosEdge a

39. Defendant Serena Mallick joined NovaSpark as Vice President of Engineering on October 17, 2022 — just three days after her resignation from Lumos on October 14, 2022. The extraordinarily short interval between her departure from Lumos and her assumption of a senior leadership role at NovaSpark confirms that her departure from Lumos was pre-arranged and coordinated with Anand.

40. Defendant Derek Yun joined NovaSpark as a founding engineer on October 24, 2022 — just three days after his resignation from Lumos on October 21, 2022. As with Mallick, the near-instantaneous transition from Lumos to NovaSpark demonstrates that Yun's departure was part of a coordinated plan.

41. All three individual defendants — Anand, Mallick, and Yun — now hold senior positions at NovaSpark, a company that is a direct competitor to Lumos. Together, these three individuals possess deep and comprehensive knowledge of virtually every category of Lumos trade secret at issue in this case: the ML model architecture, the feature-engineering libraries, the DataStream ETL pipeline, the curated training datasets

42. On or about November 15, 2022, NovaSpark closed a $12 million seed funding round led by Blackpine Capital Partners LP. Franklin Osei is the Managing Partner of Blackpine Capital Partners LP, which is headquartered at 101 Mission Street, 38th Floor, San Francisco, California 94105. The closing of a $12 million seed round occurred approximately six weeks after NovaSpark's incorporation, at a time when the company w

43. The rapid securing of significant venture capital funding for a startup of such recent vintage raises serious concerns about what assets, capabilities, or proprietary knowledge NovaSpark represented to its investors in order to secure such funding. A reasonable inference is that NovaSpark's pitch to Blackpine Capital Partners included, implicitly or explicitly, representations about the founders' deep expertise a

44. NovaSpark's stated business — AI-driven alternative-data analytics for institutional finance clients — directly competes with Lumos's core LumosEdge offering. Both companies target the same customer base: institutional asset managers, hedge funds, and proprietary trading desks that seek AI-powered analytics to gain a competitive edge in financial markets.

45. Given the departing employees' deep and comprehensive knowledge of Lumos's proprietary technology, NovaSpark's ability to rapidly build a competing product is inextricably linked to the trade secrets the individual defendants had access to during their tenure at Lumos. It strains credulity to believe that Anand, Mallick, and Yun could develop, in a matter of weeks or months, a product comparable to LumosEdge with

V. DISCOVERY OF DATA EXFILTRATION A. IT Security Investigation

46. On December 12, 2022, Lumos's IT security team, in the course of a routine security audit, identified anomalous data-exfiltration activity associated with the corporate accounts and workstations of each of the three individual defendants during the final weeks of their respective employment at Lumos. Upon detecting these anomalies, the IT security team immediately escalated the matter for further investigation.

47. The investigation was conducted in coordination with Rachel Fong, Lumos's VP of Engineering, who possesses the technical expertise to understand the significance and sensitivity of the materials that were exfiltrated. Ms. Fong can attest to the technical details of the investigation and the nature of the compromised materials. The findings of this investigation are summarized below. B. Specific Exfiltration Event

48. The investigation revealed the following specific acts of unauthorized data exfiltration by each of the individual defendants: Rajiv Anand:

49. On September 26, 2022 — four days before his resignation from Lumos — Anand transferred approximately 3.2 gigabytes (GB) of files from Lumos's internal code repositories and configuration management systems to a personal Hollowell Health IT account. Lumos's access logs confirm that the transferred files included model architecture specifications, hyperparameter configuration files, and related technical documenta

50. On September 28, 2022 — two days before his resignation from Lumos — Anand accessed and forwarded the confidential thirty-seven (37) page "LumosEdge 3.0 Product Roadmap" document, in PDF format, to his personal email address, r.anand.personal@vaultmail.com. Lumos's email monitoring systems recorded this transmission. The LumosEdge 3.0 Product Roadmap is among the most competitively sensitive documents in Lumos's

51. On October 10, 2022 — four days before her resignation from Lumos — Mallick cloned the entire DataStream ETL pipeline repository from Lumos's internal version-control system to a personal external USB drive. Lumos's endpoint-detection software recorded the connection of the USB drive (identified by serial number WD-4837291) and the transfer of approximately 780 megabytes (MB) of data to the device. The transferre

52. On October 18, 2022 — three days before his resignation from Lumos — Yun downloaded forty-seven (47) proprietary Jupyter notebooks from Lumos's internal development environment to a personal Larkspur Technologies account. Lumos's data-loss-prevention systems detected and logged this transfer. The Jupyter notebooks contain feature-engineering code, model-training scripts, experimental results, and associated comme

53. As noted above, none of the three individual defendants returned company materials or confirmed the deletion of Lumos proprietary information from their personal devices, accounts, or storage media upon their departure from Lumos, as required by the terms of their respective PIIAAs. Despite Lumos's subsequent demands, none of the individual defendants has complied with these obligations as of the date of this dec

54. Upon discovering the data-exfiltration events described above, Lumos acted promptly to assess the scope of the breach and to seek legal counsel. On December 15, 2022, Lumos retained the law firm of Calderwood & Harkness LLP to investigate the matter and to advise on potential litigation. Calderwood & Harkness has been engaged in an intensive investigation since that date, the results of which inform this declarat

VI. IRREPARABLE HARM TO LUMOS A. Nature of Harm