Contract analysis

I. INTRODUCTION Plaintiff Gavin Aldrich ("Aldrich") moves to strike from the Cross-Complaint of Defendant and Cross-Complainant Aurelius Media Americas Inc. ("AMA") all references to and allegations based upon Section 9.1 of the parties' Employment Agreement — an eighteen-month post-termination non-competition clause — on the ground that such non-competition provision is void and unenforceable under California Busine

II. BACKGROUND A. The Parties AMA is a Delaware corporation, qualified to do business in California, with its principal office located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069. AMA is a wholly owned subsidiary of Aurelius Global Media Group PLC ("AGMG"), a public limited company organized under the laws of England and Wales and headquartered at 34 Kingsway, London WC2B 6EX, United Kingdo

Section 9 of the Employment Agreement contains four distinct restrictive covenant provisions, each addressing a different aspect of Aldrich's post-termination obligations:

Section 9.1 — Non-Competition. Section 9.1 provides for an eighteen-month post-termination non-competition period during which Aldrich is prohibited from working for any "Competing Enterprise," defined as any 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. The provision applies regardless of

Section 9.2 — Non-Solicitation of Employees. Section 9.2 imposes a twenty-four-month post-termination restriction prohibiting Aldrich from directly or indirectly soliciting, recruiting, or inducing any AMA employee with whom Aldrich worked within the twelve months preceding his termination to leave AMA's employ or to accept employment with any other person or entity.

Section 9.3 — Non-Solicitation of Business Relationships. Section 9.3 imposes a twenty-four-month post-termination restriction prohibiting Aldrich from directly or indirectly soliciting, diverting, or interfering with any network, platform, or advertiser client of AMA with whom Aldrich had material contact during the twenty-four months preceding his termination.

Section 9.4 — Confidentiality. Section 9.4 is an indefinite confidentiality obligation that prohibits Aldrich from disclosing, using, or otherwise exploiting AMA's proprietary information. The provision defines "Confidential Information" broadly to include proprietary content, show formats, show format bibles, pilot scripts, sizzle reels, audience analytics, revenue data, talent agreements, strategic plans, and all o

III. LEGAL STANDARD Under California Code of Civil Procedure Section 436, a court may, upon a motion made pursuant to Section 435, or at any time in its discretion: "(a) Strike out any irrelevant, false, or improper matter inserted in any pleading. (b) Strike out all or any part of any pleading not drawn or filed in conformity with the laws of this state, a court rule, or an order of the court." (Code Civ. Proc., § 4

IV. ARGUMENT A. AMA's Cross-Complaint Does Not Seek to Enforce the Non-Compete The fundamental flaw in Aldrich's Motion to Strike is its conflation of two distinct concepts: references to Section 9.1 and enforcement of Section 9.1. These are not the same thing, and the distinction is dispositive. AMA's Cross-Complaint asserts four causes of action: breach of the Employment Agreement, misappropriation of trade secrets

1. Aldrich's Knowledge and Intent The existence and scope of the restrictive covenant provisions in Section 9 of the Employment Agreement — including Section 9.1 — are probative of Aldrich's knowledge and intent at the time of the alleged misappropriation of trade secrets and confidential information. Aldrich was indisputably aware that his Employment Agreement contained broad restrictive covenants, including a non-c

2. AMA's Trade Secret Protection Efforts (CUTSA Element) Under CUTSA, a plaintiff asserting a claim for misappropriation of trade secrets must demonstrate, as an element of its prima facie case, that it took "efforts that are reasonable under the circumstances to maintain [the] secrecy" of the trade secret. (Cal. Civ. Code, § 3426.1, subd. (d)(2).) This element requires the plaintiff to show that it implemented a pro

3. Aldrich's Own Declaratory Relief Claim There is an additional, independent reason why references to Section 9.1 should not be stricken from the Cross-Complaint: Aldrich himself has placed the enforceability of the restrictive covenants squarely at issue in this litigation. In his Fourth Cause of Action, Aldrich seeks declaratory relief, asking this Court to declare that Sections 9.1, 9.2, and 9.3 of the Employment

V. CONCLUSION For the foregoing reasons, Defendant and Cross-Complainant Aurelius Media Americas Inc. respectfully requests that this Court deny Plaintiff Gavin Aldrich's Motion to Strike in its entirety. AMA's Cross-Complaint does not seek to enforce the non-competition clause set forth in Section 9.1 of the Employment Agreement. It does not seek injunctive relief preventing Aldrich from competing with AMA, nor does