Contract analysis

1. My name is Devon Archer. I am a licensed attorney in the State of California, admitted to the Bar of the State of California and bearing State Bar Number 301462. I am a Senior Associate at the law firm of Calderwood & Harkness LLP, located at 777 South Flower Street, Suite 4200, Los Angeles, California 90017. I am one of the attorneys of record for Defendant and Cross-Complainant Aurelius Media Americas Inc. ("AMA

2. I have been the lead associate on this matter since the engagement of Calderwood & Harkness LLP by AMA first opened on November 1, 2022. This matter is identified on the firm's internal docketing and billing systems as C&H Matter No. 1017-00004. In my capacity as lead associate, I have been responsible for the day-to-day management of this litigation, including the drafting and filing of pleadings, the review and

3. Attached hereto as Exhibit A is a true and correct copy of the Employment Agreement between Aurelius Media Americas Inc. and Gavin Aldrich, dated September 5, 2017 (the "Employment Agreement"). I obtained the original of this document from AMA's legal department files, which are maintained at AMA's corporate offices in Los Angeles, California. The Employment Agreement was executed by Aldrich and AMA at the commenc

4. Attached hereto as Exhibit B is a true and correct copy of the First Amendment to the Employment Agreement between Aurelius Media Americas Inc. and Gavin Aldrich, dated August 1, 2020 (the "First Amendment"). I obtained the original of this document from AMA's legal department files. The First Amendment was executed in connection with Aldrich's promotion to Senior Vice President of Original Content & Executive Pro

5. Attached hereto as Exhibit C is a true and correct copy of AMA's Acceptable Use and Confidentiality Policy (the "Policy"), last revised in March 2021. I obtained this document from AMA's Human Resources department. The Policy was distributed to all AMA employees, including Aldrich, and governs the use of AMA's information technology systems, networks, and confidential information. Among its provisions, the Policy

6. Attached hereto as Exhibit D is a true and correct copy of the signed acknowledgment of the Acceptable Use and Confidentiality Policy executed by Gavin Aldrich on April 12, 2021 (the "Acknowledgment"). I obtained this document from AMA's Human Resources department. By signing the Acknowledgment, Aldrich confirmed that he received, read, and understood the terms of the Policy, and agreed to comply with its terms an

7. I submit this paragraph to clarify AMA's litigation posture with respect to Section 9.1 of the Employment Agreement in response to the arguments raised in the Motion to Strike. AMA's Cross-Complaint, filed on January 20, 2023, asserts four causes of action against Aldrich: (1) Breach of Employment Agreement; (2) Misappropriation of Trade Secrets under the California Uniform Trade Secrets Act, California Civil Code

8. On February 22, 2023, I sent a letter via electronic mail and United States first-class mail to Aldrich's counsel of record, Cameron Whitfield, Principal of Whitfield & Associates, at 9465 Wilshire Boulevard, Suite 320, Beverly Hills, California 90212 (the "February 22 Letter"). In the February 22 Letter, I offered, on behalf of AMA, to file an Amended Cross-Complaint that would address the concerns raised informa

9. The existence and scope of the restrictive covenant provisions in Section 9 of the Employment Agreement — including Section 9.1 — are relevant to multiple issues in this case beyond the enforcement of the non-competition clause itself. Specifically: (a) Aldrich's Knowledge and Intent. Aldrich was fully aware that his Employment Agreement contained broad restrictive covenants, including a non-competition provision,

10. I have personal knowledge of the matters set forth in this declaration. The exhibits attached hereto as Exhibits A through D are true and correct copies of the documents they purport to be. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on March 1, 2023, in Los Angeles, California. ________________________________________ Devon Archer