Contract analysis

1. The Parties. Plaintiff Arbor Health Technologies Inc. is a corporation duly organized and existing under the laws of the State of Delaware, with its principal place of business at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110. AHT is engaged in the business of providing healthcare services and operates a Software-as-a-Service ("SaaS") platform for population health management and value-based care ana

2. The Defendant. Defendant Desmond R. Farris is a natural person residing at 47 Briarcliff Lane, Wellesley, Massachusetts 02481. Farris was employed by AHT as its Chief Revenue Officer from September 8, 2020 through August 9, 2024. In his capacity as Chief Revenue Officer, Farris was the most senior commercial officer of AHT, responsible for overseeing all aspects of AHT's revenue generation, enterprise sales strate

3. The Separation Agreement. On August 9, 2024, AHT and Farris executed the Separation Agreement and General Release (the "Separation Agreement"), a copy of which is attached as Exhibit A to the Affidavit of Marcus Tremblay. The Separation Agreement became effective on August 30, 2024, following the expiration of the twenty-one (21) day consideration period mandated under the Older Workers Benefit Protection Act and

4. Separation Consideration. Under the terms of the Separation Agreement, AHT provided Farris with total separation consideration valued at One Million Sixteen Thousand Eight Hundred Sixty-Six Dollars ($1,016,866), which consideration was above and beyond anything to which Farris was otherwise entitled. The separation consideration consisted of the following components: (a) Cash severance in the amount of Five Hundre

5. Restrictive Covenants. In exchange for the foregoing separation consideration, Farris agreed to be bound by a series of restrictive covenants set forth in Sections 6 through 9 of the Separation Agreement, which include: (a) Non-Disparagement (§ 6): A mutual non-disparagement covenant under which Farris agreed not to make, publish, or cause to be published any written or oral statement, whether public or private, t

6. Injunctive Relief Provision. Section 10 of the Separation Agreement expressly provides that AHT shall be entitled to injunctive relief, including temporary, preliminary, and permanent injunctive relief, without the necessity of proving actual damages and without the posting of a bond or other security, in the event of any material breach or threatened material breach by Farris of Sections 6 through 9 of the Separa

7. Farris's Disparaging and Defamatory Statements. Since approximately November 3, 2024, Farris has made a series of public statements that disparage AHT, its products, officers, directors, employees, and investors, and that disclose confidential financial information belonging to AHT, in direct violation of Sections 6 and 7 of the Separation Agreement. These statements were made across multiple platforms, including:

8. Solicitation of AHT Clients. Since commencing employment with Meridian Healthworks, Inc. ("Meridian Healthworks"), a direct competitor of AHT, on October 21, 2024, Farris has directly solicited at least four enterprise clients of AHT, in direct violation of Section 8 of the Separation Agreement. The solicited clients, and their respective annual contract values with AHT, are as follows: The evidence before the Cou

9. Loss of Clients. As a direct result of Farris's solicitation activities, AHT has already suffered confirmed or probable loss of enterprise client revenue totaling $5,900,000 in annual contract value: (a) Northbridge Community Health Network did not renew its contract with AHT effective March 1, 2025, and subsequently signed a service agreement with Meridian Healthworks on March 15, 2025, representing a lost annual

10. Decline in Sales Pipeline Conversion. AHT's sales pipeline conversion rate has declined materially, from 34% in the third quarter of fiscal year 2024 (Q3 FY 2024) to 21% in the first quarter of fiscal year 2025 (Q1 FY 2025). The Affidavit of Dr. Annika Johansson sets forth testimony from AHT sales personnel indicating that prospective clients have cited concerns about AHT's data quality and financial stability th

11. Solicitation of AHT Employees. Two senior sales directors employed by AHT, Renata Solis and Jerome Ashworth, both of whom previously reported directly to Farris during his tenure as Chief Revenue Officer, resigned from their positions at AHT on February 10, 2025, and February 24, 2025, respectively. Both Solis and Ashworth subsequently joined Meridian Healthworks. Evidence before the Court, including text message

12. Ongoing Nature of the Harm. The harm to AHT is ongoing and continues to accrue. Farris's disparaging and defamatory statements remain publicly accessible on Westmark Health IT, X, and through the archived podcast episodes of The Digital Health Download and HealthTech Insider. Farris's solicitation of AHT's clients and employees also continues. The longer Farris's conduct continues unchecked, the greater the damag

13. Likelihood of Success on the Merits. The Court finds that Plaintiff has demonstrated a strong likelihood of success on the merits of its claims. The Separation Agreement is a valid, enforceable, and binding contract between the parties, supported by adequate consideration in the amount of $1,016,866 in separation benefits. The restrictive covenants contained in Sections 6 through 9 of the Separation Agreement are

14. Irreparable Harm. The Court finds that Plaintiff has demonstrated that it will suffer irreparable harm absent the issuance of injunctive relief. The ongoing loss of enterprise clients, the continued erosion of AHT's reputation in the healthcare information technology marketplace, the continued unauthorized disclosure of AHT's Confidential Information to competitors and the public, and the diminished sales pipelin

15. Balance of Hardships. The Court finds that the balance of hardships tips decidedly in favor of Plaintiff. Defendant freely bargained for and received total separation consideration of $1,016,866 in exchange for the restrictive covenants at issue. The injunctive relief sought by Plaintiff does nothing more than hold Defendant to the terms of the contractual obligations he voluntarily assumed in consideration for s

16. Public Interest. The Court finds that the issuance of injunctive relief serves the public interest. The enforcement of lawful contractual obligations freely entered into by sophisticated parties with the benefit of independent legal counsel promotes the stability and predictability of commercial relationships. Moreover, the public has an interest in the accuracy of information disseminated in the healthcare marke

17. Bond. Section 10 of the Separation Agreement expressly provides that injunctive relief may be granted without the posting of a bond or other security. The Court finds that this contractual provision is enforceable and that no bond shall be required. In the alternative, to the extent that the Court determines that security is required under Mass. R. Civ. P. 65(c), a nominal bond in the amount of One Thousand Dolla

1. Non-Disparagement (Section 6). IT IS HEREBY ORDERED that Defendant Desmond R. Farris, together with his officers, agents, servants, employees, attorneys, and all persons in active concert or participation with him who receive actual notice of this Order by personal service or otherwise, shall immediately cease and desist from making, publishing, or causing to be published any written or oral statement, whether pub

2. Confidential Information (Section 7). IT IS FURTHER ORDERED that Defendant Desmond R. Farris, together with his officers, agents, servants, employees, attorneys, and all persons in active concert or participation with him who receive actual notice of this Order, shall immediately cease and desist from disclosing, disseminating, publishing, or otherwise making available to any person or entity any Confidential Info

3. Non-Solicitation of Clients (Section 8). IT IS FURTHER ORDERED that Defendant Desmond R. Farris, together with his officers, agents, servants, employees, attorneys, and all persons in active concert or participation with him who receive actual notice of this Order, shall immediately cease and desist from, directly or indirectly, soliciting, contacting, diverting, or servicing, or attempting to solicit, contact, di

4. Non-Solicitation of Employees (Section 9). IT IS FURTHER ORDERED that Defendant Desmond R. Farris, together with his officers, agents, servants, employees, attorneys, and all persons in active concert or participation with him who receive actual notice of this Order, shall immediately cease and desist from, directly or indirectly, recruiting, soliciting, hiring, or encouraging any current employee of Arbor Health

5. Removal of Existing Disparaging Content. IT IS FURTHER ORDERED that, within forty-eight (48) hours of service of this Order upon Defendant or his counsel, Defendant shall take the following actions: (a) Social Media Removal. Defendant shall remove, delete, or cause to be removed or deleted, all posts, comments, replies, reposts, and statements made by Defendant on Westmark Health IT, X (formerly Fenmore Solutions)

6. Duration of Temporary Restraining Order. This Temporary Restraining Order shall take effect immediately upon entry and shall remain in full force and effect for ten (10) days from the date hereof, that is, through and including December 1, 2025, or until further order of this Court, whichever occurs first, in accordance with Mass. R. Civ. P. 65(b). Upon a showing of good cause, this Order may be extended for an ad

7. Preliminary Injunction Hearing. A hearing on Plaintiff's Motion for Preliminary Injunction is hereby scheduled for December 4, 2025, at 10:00 a.m., in Courtroom 906, Suffolk County Superior Court, Three Pemberton Square, Boston, Massachusetts 02108, at which time Defendant may appear and show cause why this Order should not be continued as a preliminary injunction pending the final resolution of this action. Defen

8. Bond / Security. Pursuant to Section 10 of the Separation Agreement, which expressly provides for injunctive relief without the necessity of posting a bond or other security, and to which Defendant voluntarily agreed, no security shall be required of Plaintiff in connection with the issuance of this Order. In the alternative, to the extent the Court determines that security is required under Mass. R. Civ. P. 65(c)

9. Service. This Order, together with all supporting papers, may be served upon Defendant Desmond R. Farris personally, at his residence at 47 Briarcliff Lane, Wellesley, Massachusetts 02481, or upon his counsel of record, Constance A. Whitfield, Esq., Whitfield, Boone & Calloway LLP, 200 Ashbury Asset Advisors, Suite 3100, Boston, Massachusetts 02109, by hand delivery, electronic mail, facsimile, or other means reas

10. Consequences of Violation. Defendant is hereby placed on notice that violation of any provision of this Order may result in a finding of contempt of court and the imposition of sanctions, including but not limited to monetary fines and imprisonment. Any violation of this Order may also be considered by the Court in connection with Plaintiff's claims for compensatory damages, clawback of separation consideration,

11. Reservation of Rights. Nothing in this Order shall be construed to limit Plaintiff's right to seek additional or different injunctive relief, including preliminary and permanent injunctive relief, or to seek damages of any kind, including but not limited to compensatory damages, consequential damages, liquidated damages of Two Hundred Fifty Thousand Dollars ($250,000) under Separation Agreement Section 10(d), and