Contract analysis

I. INTRODUCTION Plaintiff Arbor Health Technologies Inc. ("AHT" or "Plaintiff"), by and through its attorneys, Calderwood & Harkness LLP, respectfully moves this Court pursuant to Mass. R. Civ. P. 65(a) and (b) for the entry of a temporary restraining order and, following a hearing on notice, a preliminary injunction against Defendant Desmond R. Farris ("Farris" or "Defendant"). This motion arises from Farris's ongoi

II. STATEMENT OF RELIEF SOUGHT AHT respectfully requests that this Court enter the following relief: A. Temporary Restraining Order (Effective Immediately) AHT moves this Court for entry of an order effective immediately upon entry, and remaining in effect for ten (10) days or until further order of the Court, directing Defendant Desmond R. Farris, and his agents, servants, employees, attorneys, and all persons actin

1. Cease Disparagement. Immediately cease and desist from making, publishing, or causing to be published any written or oral statement that disparages, defames, or casts in a negative light AHT, its products, services, platform, technology, officers, directors, employees, or investors, in any medium including but not limited to social media platforms (including Westmark Health IT and Westvale Solutions), podcasts, in

2. Cease Disclosure of Confidential Information. Immediately cease and desist from disclosing, publishing, or otherwise disseminating any Confidential Information of AHT as defined in Section 7 of the Separation Agreement, including but not limited to client lists, client identities, client-specific pricing, annual contract values, financial results and projections, churn rates, retention metrics, Net Promoter Score

3. Cease Solicitation of Clients. Immediately cease and desist from directly or indirectly soliciting, contacting, diverting, or servicing any Client of AHT (as defined in Section 8 of the Separation Agreement, i.e., any person or entity that was a customer of AHT during the twelve (12) months preceding the Effective Date or that was an active prospective customer in AHT's sales pipeline as of August 30, 2024), for t

4. Cease Solicitation of Employees. Immediately cease and desist from directly or indirectly recruiting, soliciting, inducing, or hiring any employee of AHT, or encouraging any AHT employee to leave AHT's employ or to accept employment with Meridian Healthworks or any other entity, through August 30, 2026, in accordance with Section 9 of the Separation Agreement. This prohibition includes, without limitation, any com

5. Removal and Retraction of Existing Statements. Within forty-eight (48) hours of entry of the order, remove or cause to be removed all publicly accessible posts on Westmark Health IT, X (formerly Fenmore Solutions), and any other social media platform that contain disparaging statements about AHT or disclosures of AHT Confidential Information, including but not limited to the posts dated November 3, 2024, November

III. STATEMENT OF FACTS The following statement of facts is drawn from the Verified Complaint filed simultaneously herewith, the Affidavit of Dr. Annika Johansson, and the Affidavit of Marcus Tremblay, together with the exhibits attached thereto. AHT respectfully refers the Court to those submissions for the complete factual record supporting this motion. A. The Parties Arbor Health Technologies Inc. AHT is a Delawar

Section 6 — Non-Disparagement. Section 6 of the Separation Agreement provides that Farris shall not, at any time following the Effective Date, make, publish, or cause to be published any written or oral statement that disparages, defames, or casts in a negative light AHT, its products, services, technology, officers, directors, employees, or investors. The non-disparagement obligation is mutual, with AHT's reciprocal

Section 7 — Confidentiality. Section 7 of the Separation Agreement provides that Farris shall not, for a period of five (5) years following the Effective Date (through August 30, 2029), disclose, publish, or otherwise disseminate any Confidential Information of AHT, defined broadly to include, without limitation, client lists, client-specific pricing, annual contract values, financial results and projections, churn r

Section 8 — Non-Solicitation of Clients. Section 8 of the Separation Agreement provides that Farris shall not, for a period of twenty-four (24) months following the Effective Date (through August 30, 2026), directly or indirectly solicit, contact, divert, or service any Client of AHT — defined as any person or entity that was a customer of AHT during the twelve (12) months preceding the Effective Date or that was an

Section 9 — Non-Solicitation of Employees. Section 9 of the Separation Agreement provides that Farris shall not, for a period of twenty-four (24) months following the Effective Date (through August 30, 2026), directly or indirectly recruit, solicit, induce, or hire any employee of AHT, or encourage any employee of AHT to leave AHT's employ. Remedies for Breach. Section 10 of the Separation Agreement sets forth the re

1. Lakeview Regional Health System (Cleveland, Ohio). Lakeview Regional Health System ("Lakeview") is one of AHT's largest enterprise clients, with an annual contract value of $4.3 million per year. Lakeview's contract with AHT was subject to renewal on April 1, 2025. On or about November 8, 2024, Farris sent an email to Dr. Nina Castellano, Vice President of Population Health at Lakeview, offering what he described

2. Prairieland Medical Group, P.C. (Omaha, Nebraska). Prairieland Medical Group, P.C. ("Prairieland") is an AHT enterprise client with an annual contract value of $2.1 million per year. Prairieland's contract with AHT is subject to renewal on July 1, 2025. On or about December 2, 2024, Farris placed a telephone call to Thomas Rourke, Chief Executive Officer of Prairieland, during which Farris discussed Meridian Healt

3. Summit Atlantic Health Partners, LLC (Richmond, Virginia). Summit Atlantic Health Partners, LLC ("Summit Atlantic") is an AHT enterprise client with an annual contract value of $3.7 million per year. Summit Atlantic's contract with AHT is subject to renewal on September 1, 2025. On or about January 22, 2025, Farris met in person with Angela Firth, Chief Operating Officer of Summit Atlantic, at a healthcare industr

4. Northbridge Community Health Network (Portland, Maine). Northbridge Community Health Network ("Northbridge") was an AHT enterprise client with an annual contract value of $1.6 million per year. Northbridge's contract with AHT was subject to renewal on March 1, 2025. On or about November 14, 2024, Farris sent Westmark Health IT direct messages to William Okafor, Chief Technology Officer of Northbridge, promoting Me

IV. LEGAL STANDARD This Court may issue a temporary restraining order pursuant to Mass. R. Civ. P. 65(b) and a preliminary injunction pursuant to Mass. R. Civ. P. 65(a) upon consideration of the four factors established by the Supreme Judicial Court in Packaging Industries Group, Inc. v. Cheney, 380 Mass. 609, 617 (1980), and consistently applied in subsequent decisions. See also GTE Prods. Corp. v. Stewart, 414 Mass

1. Likelihood of success on the merits. The movant must demonstrate a likelihood of success on the merits of the underlying claims. The movant need not show that success is certain, but must present a substantial basis for the claims that would warrant relief. Packaging Industries, 380 Mass. at 617.

2. Irreparable harm. The movant must demonstrate that it will suffer irreparable harm if the injunction does not issue — that is, harm for which there is no adequate remedy at law. Id. Irreparable harm exists where the injury is of a type that cannot be fully compensated by money damages, such as loss of goodwill, loss of client relationships, and disclosure of confidential information. See Kroeger v. Stop & Shop Cos

3. Balance of hardships. The court must weigh the harm to the movant if the injunction does not issue against the harm to the opposing party if it does. The balance of hardships must tip in favor of the movant. Packaging Industries, 380 Mass. at 617.

4. Public interest. The court must consider whether the public interest would be served by the issuance of the injunction. Id. In the context of restrictive covenant enforcement, Massachusetts courts have consistently recognized that the breach of enforceable non-competition, non-solicitation, and confidentiality agreements gives rise to a presumption of irreparable harm. See, e.g., Boulanger v. Dunkin' Donuts Inc.,

V. ARGUMENT (SUMMARY) AHT respectfully refers the Court to its Memorandum of Law, filed concurrently herewith, for the full legal argument in support of this motion. A summary of the argument is set forth below. A. Likelihood of Success on the Merits AHT is overwhelmingly likely to succeed on the merits of its claims for breach of the Separation Agreement. The Separation Agreement is a valid and enforceable contract,

VI. SUPPORTING MATERIALS This Motion is supported by and should be considered together with the following documents and submissions, each of which has been filed simultaneously herewith:

1. Memorandum of Law in Support of Plaintiff's Motion for Temporary Restraining Order and Preliminary Injunction, setting forth the full legal argument in support of this motion;

2. Affidavit of Dr. Annika Johansson, Chief Executive Officer of Arbor Health Technologies Inc., with exhibits, attesting to the nature of AHT's business, the harm caused by Farris's conduct, the decline in pipeline conversion, the loss of client relationships, the departure of key employees, and the ongoing and irreparable nature of the harm;

3. Affidavit of Marcus Tremblay, General Counsel of Arbor Health Technologies Inc., with exhibits, including: • Exhibit A: A true and correct copy of the Separation Agreement and General Release dated August 9, 2024; • Exhibit B: Forensically preserved screenshots and transcripts of Defendant's social media posts on Westmark Health IT and X (formerly Fenmore Solutions), as preserved by Stonebridge Investigative Group

4. Verified Complaint, filed simultaneously herewith; and

5. Proposed Temporary Restraining Order, submitted for the Court's consideration and entry.

VII. REQUEST FOR EXPEDITED HEARING AHT respectfully requests that, in the event the Court enters the temporary restraining order sought herein, it schedule a hearing on the motion for preliminary injunction within ten (10) business days of the entry of the temporary restraining order, or at the earliest date convenient to the Court. This request is made in light of the ongoing and escalating nature of the harm, the f

VIII. CONCLUSION AND PRAYER FOR RELIEF For the foregoing reasons, and as more fully set forth in the accompanying Memorandum of Law in Support of Plaintiff's Motion for Temporary Restraining Order and Preliminary Injunction, Plaintiff Arbor Health Technologies Inc. respectfully requests that this Honorable Court:

1. Enter a Temporary Restraining Order in the form of the Proposed Order submitted herewith, effective immediately upon entry, directing Defendant Desmond R. Farris to cease and desist from all disparagement, disclosure of confidential information, solicitation of clients, and solicitation of employees in violation of the Separation Agreement, and to remove or cause to be removed all publicly accessible disparaging a

2. Schedule a hearing on Plaintiff's Motion for Preliminary Injunction within ten (10) business days of the entry of the Temporary Restraining Order, or at the earliest date convenient to the Court;

3. Following such hearing, enter a Preliminary Injunction imposing the prohibitions set forth in Section II.B of this Motion, to remain in effect through the duration of the applicable restricted periods under the Separation Agreement or until final judgment in this action, whichever is later; and

4. Grant such other and further relief as this Court deems just and proper, including but not limited to costs and attorneys' fees incurred in connection with the prosecution of this motion, as provided under Section 16 of the Separation Agreement. Respectfully submitted, ARBOR HEALTH TECHNOLOGIES INC., By its attorneys, CALDERWOOD & HARKNESS LLP By: ________ Samuel Eklund (BBO No. 672841) Linda Osei (BBO No. 685293)