Contract analysis

I. Overview and Context This memorandum sets forth the deposition preparation strategy for the examination of Gavin Aldrich, noticed for May 22, 2023. The deposition is being taken in connection with the cross-claims filed by Aurelius Media Americas Inc. ("AMA") against Aldrich, as well as AMA's defense against Aldrich's affirmative claims for wrongful termination, breach of contract, and related causes of action. Th

II. Deposition Objectives The deposition of Gavin Aldrich serves multiple strategic purposes across both AMA's defensive posture against Aldrich's claims and AMA's affirmative cross-claims. Below are the five primary objectives that should guide the examination. Each objective is described in detail, together with the key factual predicates, anticipated testimony, and strategic considerations that inform our approach

Section 9.1 — Non-Competition (18 months). This provision prohibits Aldrich from working for any "Competing Enterprise," defined as an entity deriving twenty-five percent (25%) or more of its revenue from the production, licensing, or distribution of unscripted or reality television content in North America. As we have discussed, this provision is almost certainly void and unenforceable under California Business and

Section 9.2 — Non-Solicitation of Employees (24 months). This provision prohibits Aldrich from soliciting, recruiting, or inducing any AMA employee with whom Aldrich worked within the twelve (12) months preceding his termination to leave AMA's employ. The enforceability of employee non-solicitation provisions under California law remains subject to some debate following the California Supreme Court's decision in Edwa

Section 9.3 — Non-Solicitation of Business Relationships (24 months). This provision prohibits Aldrich from soliciting or diverting any AMA network, platform, or advertiser client with whom Aldrich had "material contact" during the twenty-four (24) months preceding his termination. Similar enforceability concerns apply, but the factual inquiry is valuable regardless of the provision's enforceability.

Section 9.4 — Confidentiality (indefinite). This provision imposes a perpetual obligation on Aldrich to maintain the confidentiality of AMA's proprietary content, show formats, revenue data, talent agreements, and other confidential information. This is the provision at the heart of AMA's cross-claims and is unquestionably enforceable. At the deposition, we should pose the following questions regarding Aldrich's post

III. Key Topic Areas and Anticipated Answers The following table summarizes the key topic areas for the deposition, the testimony we anticipate from Aldrich on each topic, and the follow-up lines of questioning that should be pursued. This table is intended as a quick-reference guide for the examining attorney during the deposition.

IV. Documents to Use at Deposition The following documents should be prepared as pre-numbered exhibits for use at the deposition. Nadia Petrov will prepare two complete exhibit binders — one for the witness (Aldrich) and one for the official record. Each exhibit should be tabbed and pre-marked with the corresponding exhibit number. Exhibit 1. Employment Agreement between Aurelius Media Americas Inc. and Gavin Aldrich

V. Examination Sequence The following recommended sequence of examination topics is designed to maximize the effectiveness of the deposition within the seven-hour time limit imposed by California Code of Civil Procedure Section 2025.290. The sequence is structured to build a logical narrative — beginning with background and foundational facts, moving through the confidentiality framework and the conduct at issue, and