Contract analysis

1. Attorney-Client Privilege and Work Product. AMA objects to each and every Interrogatory to the extent it calls for information, documents, or communications protected by the attorney-client privilege, the attorney work product doctrine (California Code of Civil Procedure section 2018.030), the joint defense or common interest privilege, or any other applicable privilege or immunity from disclosure. AMA will not pr

2. Overbreadth and Undue Burden. AMA objects to each and every Interrogatory to the extent it is overbroad, unduly burdensome, or oppressive, including but not limited to any Interrogatory that is not proportional to the needs of this case given the importance of the issues at stake, the amount in controversy, the parties' relative access to relevant information, the parties' resources, the importance of the discover

3. Relevance. AMA objects to each and every Interrogatory to the extent it seeks information that is not relevant to any party's claims or defenses in this action and is not reasonably calculated to lead to the discovery of admissible evidence.

4. Vagueness and Ambiguity. AMA objects to each and every Interrogatory to the extent it contains terms or phrases that are vague, ambiguous, unintelligible, or otherwise susceptible to multiple reasonable interpretations. Where AMA has responded to such an Interrogatory, AMA has done so based on its own reasonable interpretation, and no response should be construed as an acceptance of any alternative interpretation.

5. Compound, Conjunctive, and Disjunctive. AMA objects to each and every Interrogatory to the extent it is compound, conjunctive, or disjunctive in form, such that it effectively constitutes multiple discrete interrogatories and thereby exceeds the permissible number of specially prepared interrogatories under California Code of Civil Procedure section 2030.030.

6. Premature Expert discovery. AMA objects to each and every Interrogatory to the extent it seeks expert opinions, expert analyses, expert work product, or the identity or opinions of consulting or testifying experts before the designated expert discovery period under the Court's scheduling order or applicable provisions of the Code of Civil Procedure.

7. Third-Party Privacy. AMA objects to each and every Interrogatory to the extent it seeks confidential personnel information, personal identifying information, or other private information of non-party employees or former employees of AMA. AMA will endeavor to provide responsive information consistent with the privacy rights of such individuals and subject to the terms of the Stipulated Protective Order entered in t

1. Jonathan Mercer, President, Aurelius Media Americas Inc. — Mr. Mercer made the final decision to terminate Plaintiff's employment. Mr. Mercer considered the totality of the circumstances, including the results of the DLP audit, the insubordination, and the recommendations of the individuals listed below.

2. Gregory Tanaka, Vice President, Legal & Compliance, Aurelius Media Americas Inc. — Mr. Tanaka advised Mr. Mercer on legal and policy compliance aspects of the termination, including the applicability of the "for cause" provisions of Section 7.2(b) of the Employment Agreement. Mr. Tanaka also presented the DLP audit findings to Mr. Mercer on October 13, 2022.

3. Lorraine Okafor, Senior Vice President, Human Resources, Aurelius Media Americas Inc. — Ms. Okafor was consulted regarding the human resources process and documentation associated with the termination, including compliance with AMA's internal termination procedures and applicable California employment law requirements.

4. Dwayne Prescott, Vice President of Unscripted Programming, Aurelius Media Americas Inc. — Mr. Prescott provided factual information to Mr. Mercer and Mr. Tanaka regarding Plaintiff's conduct in the Unscripted Programming Division, including the circumstances surrounding Plaintiff's unauthorized transmission of proprietary materials and the events of October 10-11, 2022. AMA declines to identify outside legal couns

Section 7.2(b)(i) — Material Breach of Agreement: Plaintiff's violation of Section 9.4 (Confidentiality) of the Employment Agreement by transmitting approximately 340 emails containing proprietary AMA information to his personal email account (galdrich.private@Northgate Software.com) and by transmitting seven (7) emails containing proprietary materials — including three show format bibles, two pilot sizzle reels, and

Section 7.2(b)(ii) — Misappropriation: Plaintiff's unauthorized transmission of the show format bibles for "Apex Endurance," "The Remix," and "Untamed West," the pilot sizzle reels for "Apex Endurance" and "The Remix," and the Summit Challenge revenue model to Halcyon Creek Productions LLC, a competitor in the unscripted/reality television space. These materials constitute proprietary AMA intellectual property and tr

Section 7.2(b)(iv) — Willful Failure to Perform Duties After Written Notice: Plaintiff's refusal to comply with the restructuring directive issued by AMA President Jonathan Mercer on October 10, 2022, which continued after Mr. Mercer issued a formal written warning on October 11, 2022 directing compliance.

Section 7.2(b)(v) — Willful Misconduct Materially Injurious to the Company: Plaintiff's dissemination of the restructuring refusal email chain to six subordinates, accompanied by the disparaging commentary "the London suits are gutting our operation," which undermined the chain of command and organizational authority of the Company. Additionally, Plaintiff's transmission of proprietary trade secrets and confidential

Section 7.2(b)(vi) — Material Violation of Written Policies: Plaintiff's violation of AMA's Acceptable Use and Confidentiality Policy (last revised March 2021) by transmitting proprietary information to his personal email account and to a non-Company-approved third-party recipient (Halcyon Creek Productions LLC). Plaintiff acknowledged receipt, review, and understanding of this Policy by signed acknowledgment dated A

Section 14.3 of the Employment Agreement provides: "This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles." AMA contends that the parties voluntarily agreed to the New York choice-of-law provision in a negotiated Employment Agreement. The Employment Agreement was the product of arm's-length negotiation between Plaintif

Section 9.1 — Non-Competition (18-month post-termination period): AMA acknowledges that the enforceability of the non-competition clause under California law is subject to serious challenge under California Business and Professions Code section 16600 and the California Supreme Court's decision in Edwards v. Kraft Quill CPAs LLP (2008) 44 Cal.4th 937, which held that Section 16600 prohibits non-competition agreements

Section 9.2 — Non-Solicitation of Employees (24-month post-termination period): AMA contends that Section 9.2 is enforceable under California law. Employee non-solicitation clauses have generally been upheld by California courts as not running afoul of Section 16600. See Loral Corp. v. Moyes (1985) 174 Cal.App.3d 268. AMA contends that employee non-solicitation provisions are narrowly tailored protections of an emplo

Section 9.3 — Non-Solicitation of Business Relationships (24-month post-termination period): AMA contends that Section 9.3 is enforceable under California law, though AMA acknowledges that the scope and enforceability of customer and client non-solicitation clauses under California law is subject to greater uncertainty than employee non-solicitation clauses. AMA contends that Section 9.3 is a narrow, reasonable restr

Section 9.4 — Confidentiality (indefinite duration): AMA contends that Section 9.4 is fully enforceable under California law. Confidentiality obligations are legally and conceptually distinct from non-compete provisions and are generally enforceable under California law. The obligation not to disclose, misappropriate, or misuse an employer's confidential information and trade secrets is well-established and does not

1. The Employment Agreement dated September 5, 2017, and the First Amendment thereto dated August 1, 2020 (including, without limitation, Sections 7.2(b), 9.1, 9.2, 9.3, 9.4, and 14.3).

2. AMA's Acceptable Use and Confidentiality Policy (March 2021 revision).

3. Plaintiff's signed acknowledgment of the Acceptable Use and Confidentiality Policy, dated April 12, 2021.

4. The DLP audit report and findings generated by AMA's internal IT security team, including the preliminary findings reported in approximately September 2022 and the detailed forensic review completed in approximately October 2022.

5. The forensic review of Plaintiff's AMA-issued laptop, including analysis of email forwarding activity, file access history, and external transmission logs.

6. Email transmission logs showing approximately 340 emails forwarded from Plaintiff's AMA corporate email account (galdrich@aureliusmedia.com) to Plaintiff's personal email account (galdrich.private@Northgate Software.com) between approximately July 12, 2021 and September 29, 2022.

7. Email transmission logs showing seven (7) emails transmitted from Plaintiff's AMA corporate email account to info@halcyoncreekprod.com between approximately March 3, 2022 and August 18, 2022.

8. The three show format bibles for "Apex Endurance," "The Remix," and "Untamed West."

9. The Summit Challenge revenue model (Excel spreadsheet).

10. The pilot sizzle reels for "Apex Endurance" and "The Remix," transmitted via Larkspur Technologies links from Plaintiff's personal Larkspur Technologies account.

11. Jonathan Mercer's restructuring directive email to Plaintiff (October 10, 2022).

12. Plaintiff's refusal email to Jonathan Mercer, dated October 10, 2022, containing the statements "creatively bankrupt and commercially idiotic" and "not participate in dismantling [his] division."

13. Plaintiff's email to six subordinates, dated October 11, 2022, forwarding the restructuring email chain with the comment "For your awareness — the London suits are gutting our operation."

14. Jonathan Mercer's formal written warning to Plaintiff, dated October 11, 2022.

15. Halcyon Creek Productions LLC formation records filed with the California Secretary of State on February 14, 2022, listing Nina Castellanos as registered agent.

16. Plaintiff's personnel file maintained by AMA's Human Resources department.

17. Declarations of Jonathan Mercer and Dwayne Prescott filed in support of AMA's Cross-Complaint on January 18, 2023.

18. Additional documents responsive to Plaintiff's First Set of Requests for Production of Documents, which are being produced concurrently with these Interrogatory responses. AMA reserves the right to identify and rely upon additional documents, communications, and evidence as they are identified through ongoing investigation and discovery. INTERROGATORY NO. 16 Describe the nature and scope of AMA's relationship wit