Contract analysis

I. NOTICE OF EX PARTE APPLICATION A. Statement of Application Plaintiff Lumos Analytics Inc. ("Lumos" or "Plaintiff"), a Delaware corporation with its principal place of business in San Jose, California, hereby applies ex parte for a Temporary Restraining Order ("TRO") and an Order to Show Cause Re: Preliminary Injunction against Defendants NovaSpark Technologies Inc. ("NovaSpark"), Rajiv Anand ("Anand"), Serena Mall

1. Temporary Restraining Order requiring Defendants and each of them, and their officers, directors, agents, employees, representatives, successors, assigns, and all persons acting in concert or participation with them, to: (1) Immediately cease all use, disclosure, dissemination, and exploitation of Lumos proprietary information and trade secrets, including but not limited to: the LumosEdge ensemble machine-learning

2. Order to Show Cause why a Preliminary Injunction should not issue on the same terms as the TRO, or on such broader terms as this Court deems appropriate, with a hearing to be set by the Court at the earliest available date. C. Notice to Defendants Pursuant to California Rules of Court, Rule 3.1204, Plaintiff's counsel, Calderwood & Harkness LLP, provided notice of this ex parte application to Defendants by email a

1. Verified Complaint for Trade Secret Misappropriation, Breach of Contract, Breach of Duty of Loyalty, Unfair Business Practices, and Conversion (filed concurrently, Case No. 23-CV-004871) (Exhibit A);

2. Declaration of Priya Chandrasekaran, Chief Executive Officer of Lumos Analytics Inc., with exhibits (Exhibit B);

3. Declaration of Rachel Fong, Vice President of Engineering of Lumos Analytics Inc., with exhibits (Exhibit C);

4. Memorandum of Points and Authorities in Support of Ex Parte Application for Temporary Restraining Order and Order to Show Cause Re: Preliminary Injunction (incorporated herein as Section IV); 5. [Proposed] Temporary Restraining Order (Exhibit D); 6. [Proposed] Order to Show Cause Re: Preliminary Injunction (Exhibit E).

II. INTRODUCTION This case arises from a calculated and coordinated scheme by three former senior engineers of Lumos Analytics Inc. to steal the company's most valuable and closely guarded trade secrets and use them to launch a direct competitor — NovaSpark Technologies Inc. — virtually overnight. Lumos Analytics Inc. is a Delaware-incorporated, California-headquartered software-as-a-service ("SaaS") company speciali

III. STATEMENT OF FACTS A. Lumos Analytics Inc. and Its Proprietary Technology

1. Company Background Lumos Analytics Inc. is a corporation organized under the laws of the State of Delaware (Delaware File No. 6518274; Employer Identification Number 82-4713956) with its principal place of business at 4700 Orchard Parkway, Suite 300, San Jose, California 95134. (Chandrasekaran Decl. ¶ 2.) Lumos was founded in approximately 2017 with the mission of applying advanced machine-learning techniques to t

2. The Trade Secrets at Issue At the heart of this action are five categories of proprietary information that constitute trade secrets of Lumos Analytics Inc. under the California Uniform Trade Secrets Act, California Civil Code section 3426.1(d). Each category derives independent economic value, both actual and potential, from not being generally known to the public or to other persons who can obtain economic value

1. Rajiv Anand Defendant Rajiv Anand, age 37, was employed by Lumos as Principal Engineer — ML Infrastructure from approximately March 2019 through September 30, 2022. (Chandrasekaran Decl. ¶ 18.) As Principal Engineer, Anand was one of the key architects of the LumosEdge signal-generation engine. He was involved in the design, development, testing, and optimization of the ensemble ML model architecture and had deep

2. Serena Mallick Defendant Serena Mallick, age 34, was employed by Lumos as Senior Software Engineer — Data Pipelines from approximately June 2020 through October 14, 2022. (Chandrasekaran Decl. ¶ 22.) In this role, Mallick was responsible for building, maintaining, and enhancing the proprietary DataStream ETL pipelines that form the backbone of LumosEdge's data-ingestion system. (Id. ¶ 23; Fong Decl. ¶ 25.) Mallick

3. Derek Yun Defendant Derek Yun, age 31, was employed by Lumos as Machine Learning Engineer II from approximately January 2021 through October 21, 2022. (Chandrasekaran Decl. ¶ 26.) In this role, Yun was responsible for model training, evaluation, and optimization, and had direct access to proprietary training datasets, model hyperparameters, and feature-engineering libraries. (Id. ¶ 27; Fong Decl. ¶ 28.) Yun's work

1. Rajiv Anand On September 26, 2022 — four days before his resignation — Anand transferred approximately 3.2 gigabytes of files from Lumos's secure internal repositories to a personal Hollowell Health IT account. The transferred files included model architecture specifications, hyperparameter configuration files, and related documentation for the LumosEdge signal-generation engine. The transfer was identified throug

2. Serena Mallick On October 10, 2022 — four days before her resignation — Mallick connected a personal external USB drive, identified by serial number WD-4837291, to her Lumos-issued workstation. She then cloned the entire DataStream ETL pipeline repository, comprising approximately 780 megabytes of proprietary source code, data-schema definitions, connector specifications, configuration files, and related documenta

3. Derek Yun On October 18, 2022 — three days before his resignation — Yun downloaded 47 proprietary Jupyter notebooks from Lumos's internal development environment to a personal Larkspur Technologies account. The downloaded notebooks contained feature-engineering code and model-training scripts that embody Lumos's proprietary methodologies for constructing the 2,847 engineered features that form the core of its feat

IV. MEMORANDUM OF POINTS AND AUTHORITIES A. Legal Standard for Ex Parte Temporary Restraining Order California Code of Civil Procedure section 527(a) authorizes a court to grant a temporary restraining order upon a showing that "great or irreparable injury" will result to the applicant before the matter can be heard on notice. Cal. Code Civ. Proc. § 527(a). The purpose of a temporary restraining order is to preserve

1. First Cause of Action: Trade Secret Misappropriation (Cal. Civ. Code §§ 3426–3426.11) Lumos is likely to prevail on its claim for trade secret misappropriation under the California Uniform Trade Secrets Act. The elements of a claim for trade secret misappropriation under CUTSA are: (a) the existence of a trade secret; and (b) misappropriation of that trade secret by the defendant. Cal. Civ. Code § 3426.1; Sargent

2. Second Cause of Action: Breach of Contract (PIIAA) Lumos is also likely to prevail on its claim for breach of the PIIAAs executed by each individual Defendant. Each PIIAA constitutes a valid and enforceable contract between the individual Defendant and Lumos. Each PIIAA contains express obligations including: (a) a duty to maintain the confidentiality of Lumos proprietary information and not to use or disclose it

3. Third Cause of Action: Breach of Duty of Loyalty Under California law, an employee owes a duty of loyalty to his or her employer during the period of employment. This duty prohibits an employee from acting in competition with the employer, diverting business opportunities, or misappropriating the employer's property for personal benefit while the employment relationship subsists. Huong Que, Inc. v. Luu (2007) 150

4. Fourth Cause of Action: Unfair Business Practices (Cal. Bus. & Prof. Code § 17200) California Business and Professions Code section 17200 prohibits "any unlawful, unfair, or fraudulent business act or practice." The statute is broadly construed to encompass a wide range of unfair competitive conduct. Cel-Tech Commc'ns, Inc. v. Los Angeles Cellular Tel. Co. (1999) 20 Cal.4th 163, 180. The Defendants' misappropriati

5. Fifth Cause of Action: Conversion Conversion is "the wrongful exercise of dominion over the property of another." Lee v. Hanley (2015) 61 Cal.4th 1225, 1240. The elements of conversion are: (1) ownership or right to possession of the property; (2) wrongful disposition of the property right; and (3) damages. Id. California courts have recognized that trade secrets and proprietary information constitute property int

V. DESCRIPTION OF PROPOSED TEMPORARY RESTRAINING ORDER Lumos respectfully submits the proposed Temporary Restraining Order attached hereto as Exhibit D. The key provisions of the proposed order are as follows: A. Injunctive Provisions Upon issuance of the TRO, Defendants — and each of them, and their officers, directors, agents, employees, representatives, successors, assigns, and all persons acting in concert or par