1010-00005 · Arbor Health Technologies Inc · Memoranda

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP 100 High Street, 26th Floor Boston, Massachusetts 02110

Matter No.: 1010-00005

November 18, 2025

TO: Samuel Eklund, Esq. (Responsible Partner, Litigation) Linda Osei, Esq. (Billing Partner, Litigation)

FROM: Hannah Brinkley, Esq. (Lead Associate, Litigation)

RE: Pre-Suit Litigation Assessment — Arbor Health Technologies Inc. v. Desmond R. Farris — Breach of Separation Agreement, Disparagement, and Related Claims

PRIVILEGE NOTICE: This memorandum is a privileged and confidential attorney work product prepared in anticipation of litigation. It reflects the mental impressions, conclusions, and legal theories of counsel. This memorandum is not to be disclosed to any third party without the prior written authorization of the responsible partner. Distribution is limited to the addressees and authorized personnel within Calderwood & Harkness LLP and, at the direction of the responsible partner, in-house counsel of Arbor Health Technologies Inc.

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I. EXECUTIVE SUMMARY

Calderwood & Harkness LLP has been retained by Arbor Health Technologies Inc. ("AHT" or the "Company"), a Delaware corporation headquartered at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110, to evaluate and pursue claims against Desmond R. Farris ("Farris"), AHT's former Chief Revenue Officer, arising from multiple breaches of his Separation Agreement and General Release dated August 9, 2024 (effective August 30, 2024) (the "Separation Agreement"), as well as related tort claims. This memorandum provides a comprehensive pre-suit litigation assessment, including analysis of the viability of each claim, anticipated defenses, evidentiary support, damages quantification, and recommended litigation strategy.

AHT is a healthcare services and software-as-a-service ("SaaS") company that provides population health management and value-based care analytics solutions to health systems, physician groups, and managed care organizations. For fiscal year 2024, AHT reported annual recurring revenue ("ARR") of approximately $187.4 million and employed approximately 620 individuals. AHT's majority equity holder since June 2021 is Ridgeline Capital Partners, LP, a Delaware limited partnership that acquired a controlling interest at an enterprise value of $415 million. AHT's key officers include Dr. Annika Johansson (Chief Executive Officer), Marcus Tremblay (General Counsel), and Elaine Matsuda (Chief Financial Officer). Vikram Deshpande, Managing Partner of Ridgeline Capital Partners, serves as Board Chair.

Farris served as AHT's Chief Revenue Officer from September 8, 2020 through August 9, 2024. In connection with his departure, Farris executed the Separation Agreement and received total consideration of $1,016,866, consisting of a cash separation payment of $577,500 (representing 18 months of base salary), a COBRA health insurance subsidy of $39,366 (representing $2,187 per month for 18 months), and $400,000 in accelerated equity vesting (62,500 unvested stock options with a spread of $6.40 per share). In exchange for this substantial consideration, Farris agreed to, among other obligations, non-disparagement, confidentiality, non-solicitation of clients, and non-solicitation of employees covenants.

Following his departure from AHT, Farris commenced employment with Meridian Healthworks, Inc. ("Meridian"), a direct AHT competitor headquartered at 1 Kendall Square, Building 200, Suite 600, Cambridge, Massachusetts 02139, on October 21, 2024. Since that time, Farris has engaged in a sustained and escalating campaign of public disparagement of AHT, its products, its leadership, and its financial performance; has disclosed confidential and proprietary financial information in public forums; and has actively solicited AHT's enterprise clients and employees in direct contravention of the express terms of the Separation Agreement.

Based on our investigation to date, AHT's estimated total damages exceed $27.5 million, inclusive of confirmed lost annual contract value, multi-year contract value, pipeline conversion losses, reputational remediation costs, contractual liquidated damages, and clawback of separation consideration. These figures do not include potential exemplary damages under the Massachusetts Trade Secrets Act or prevailing party attorneys' fees.

This memorandum analyzes the viability of seven prospective claims (four for breach of contract, one under the Massachusetts Trade Secrets Act, one for tortious interference, and one for defamation/business disparagement), assesses anticipated defenses and their likely success, catalogs the evidentiary record, provides a detailed damages assessment, evaluates the propriety and likelihood of obtaining injunctive relief, and sets forth strategic recommendations for the litigation. Our conclusion, for the reasons discussed in detail below, is that AHT's claims are strong across all counts and that the Company should proceed with filing a Verified Complaint and Motion for Temporary Restraining Order and Preliminary Injunction in Suffolk County Superior Court on November 21, 2025.

We note that Farris has retained defense counsel: Constance A. Whitfield, Esq. and Jared Norcross, Esq. of Whitfield, Boone & Calloway LLP, 200 Ashbury Asset Advisors, Suite 3100, Boston, Massachusetts 02109. Ms. Whitfield responded to AHT's pre-suit demand letter on October 3, 2025, denying all material allegations and asserting First Amendment and public interest defenses. These anticipated defenses are addressed in detail in Section IV below.

II. FACTUAL BACKGROUND

A. The Parties

1. Arbor Health Technologies Inc.

Arbor Health Technologies Inc. is a corporation organized under the laws of the State of Delaware, qualified to do business in the Commonwealth of Massachusetts, and headquartered at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110. AHT's federal Employer Identification Number is 84-3291057. Its registered agent in Delaware is National Registered Agents Inc., located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904.

AHT operates in the healthcare information technology sector, providing a SaaS platform for population health management and value-based care analytics. The Company's platform enables health systems, physician groups, and managed care organizations to aggregate and analyze clinical, claims, and social determinants of health data to improve patient outcomes and optimize reimbursement under value-based payment models. AHT was founded in 2016 and has grown to report fiscal year 2024 annual recurring revenue of $187.4 million, with approximately 620 full-time employees across offices in Boston, Massachusetts; Cleveland, Ohio; and Austin, Texas.

AHT's majority equity holder is Ridgeline Capital Partners, LP, a Delaware limited partnership with principal offices at 600 Lexington Avenue, 28th Floor, New York, New York 10022. Ridgeline, managed by Managing Partner Vikram Deshpande, acquired a majority stake in AHT in June 2021 at an enterprise value of $415 million. Ridgeline maintains representation on AHT's Board of Directors, with Mr. Deshpande serving as Board Chair.

AHT's key officers and directors relevant to this matter are as follows:

• Dr. Annika Johansson, Chief Executive Officer

• Marcus Tremblay, General Counsel

• Elaine Matsuda, Chief Financial Officer

• Vikram Deshpande, Board Chair (Ridgeline Capital Partners, LP)

AHT's independent auditors are Clearwater Audit Partners LLP, 125 Summer Street, Suite 2200, Boston, Massachusetts 02110, which has audited AHT's financial statements for fiscal years 2022 through 2024. AHT maintains directors' and officers' liability insurance through Pinnacle Mutual Insurance Company, Policy No. PMI-EXEC-2024-08193, with a policy period of January 1, 2024 through January 1, 2025 (subsequently renewed for the 2025 policy year).

2. Desmond R. Farris

Desmond Reese Farris (date of birth: March 14, 1978) resides at 47 Briarcliff Lane, Wellesley, Massachusetts 02481. Farris served as Chief Revenue Officer of AHT from September 8, 2020 through August 9, 2024. As CRO, Farris was a member of AHT's executive leadership team and reported directly to CEO Dr. Johansson. In his role, Farris was responsible for all revenue-generating activities, including enterprise sales, account management, client success, and strategic partnerships. He had direct, personal relationships with AHT's largest enterprise clients and access to the Company's most sensitive financial, operational, and strategic information.

At the time of his separation, Farris's base salary was $385,000 per year. During his nearly four-year tenure as CRO, Farris had direct oversight of AHT's entire sales organization, which grew from approximately 35 to approximately 85 personnel under his leadership.

Following his separation from AHT, Farris was hired by Meridian Healthworks, Inc. as Senior Vice President, Commercial Strategy, commencing employment on October 21, 2024 — approximately seven weeks after the Effective Date of the Separation Agreement.

Farris has retained litigation counsel: Constance A. Whitfield, Esq. (lead partner) and Jared Norcross, Esq. (associate) of Whitfield, Boone & Calloway LLP, 200 Ashbury Asset Advisors, Suite 3100, Boston, Massachusetts 02109.

3. Meridian Healthworks, Inc.

Meridian Healthworks, Inc. is a Delaware corporation headquartered in Cambridge, Massachusetts. Meridian is a direct competitor of AHT in the healthcare information technology and population health analytics market. According to publicly available information, Meridian's estimated fiscal year 2024 revenue is approximately $135 million in annual recurring revenue. Meridian's Chief Executive Officer is Russell Kwan.

While Meridian is not presently contemplated as a named defendant in this action, the company is highly relevant as Farris's current employer and as the direct beneficiary of Farris's solicitation of AHT's enterprise clients and employees. As discussed in greater detail in Section VIII.B below, the firm recommends monitoring Meridian's involvement through third-party discovery before making a determination as to whether to add Meridian as a defendant for tortious interference with contractual relations or aiding and abetting Farris's breaches.

B. The Separation Agreement

The Separation Agreement and General Release (the "Separation Agreement") was executed on August 9, 2024, which was Farris's last day of employment with AHT. Consistent with the requirements of the Older Workers Benefit Protection Act ("OWBPA"), 29 U.S.C. § 626(f), and the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. § 621 et seq., the Separation Agreement provided Farris with a 21-day consideration period. Farris executed the Separation Agreement on August 26, 2024, seventeen days into the consideration period. The Separation Agreement further provided a 7-day revocation period following execution, which expired without revocation on August 30, 2024. Accordingly, the Effective Date of the Separation Agreement is August 30, 2024.

The Separation Agreement is governed by the laws of the Commonwealth of Massachusetts (§ 14) and contains a forum selection clause designating Suffolk County Superior Court, Commonwealth of Massachusetts, as the exclusive forum for any disputes arising under the agreement (§ 15).

The key substantive provisions of the Separation Agreement relevant to this matter are summarized below:

Separation Consideration (§ 3). In exchange for Farris's execution of the Separation Agreement and compliance with its terms, AHT agreed to provide the following consideration:

(a) Cash Separation Payment (§ 3(a)): $577,500, representing eighteen (18) months of Farris's base salary ($385,000 per year, or $32,083.33 per month), payable in regular bi-weekly installments over the eighteen-month period following the Effective Date, subject to applicable tax withholdings.

(b) COBRA Subsidy (§ 3(b)): Continued health insurance coverage through COBRA subsidized by AHT at a rate of $2,187 per month for eighteen (18) months following the Effective Date, for a total COBRA subsidy of $39,366.

(c) Accelerated Equity Vesting (§ 3(c)): Accelerated vesting of 62,500 unvested stock options held by Farris under the AHT 2021 Equity Incentive Plan, with a strike price of $4.80 per share. Based on the fair market value of AHT common stock as of the Effective Date ($11.20 per share, as determined by the most recent Section 409A valuation), the estimated spread at separation was ($11.20 − $4.80) × 62,500 = $400,000.

(d) Total Consideration: The aggregate value of the separation consideration provided to Farris was $1,016,866.

Non-Disparagement (§ 6). Section 6 of the Separation Agreement provides that Farris shall not make, cause to be made, or participate in any written or oral statement that disparages, defames, or casts in a negative light AHT, its products, services, officers, directors, employees, or investors. The non-disparagement obligation is mutual; however, AHT's reciprocal obligation is expressly limited to official corporate communications and statements made by AHT officers at the Vice President level or above. The non-disparagement covenant has no stated expiration date and is therefore perpetual in duration.

Confidentiality (§ 7). Section 7 of the Separation Agreement provides that Farris shall maintain in strict confidence all Confidential Information (as defined in § 7(a)). The definition of "Confidential Information" expressly includes, without limitation, client lists, client-specific pricing and contract terms, financial results and projections, product roadmaps, strategic plans, marketing strategies, employee compensation data, and proprietary algorithms and methodologies. The confidentiality obligation has a stated duration of five (5) years following the Effective Date, running through August 30, 2029.

Non-Solicitation of Clients (§ 8). Section 8 of the Separation Agreement provides that, for a period of twenty-four (24) months following the Effective Date (through August 30, 2026), Farris shall not, directly or indirectly, solicit, divert, or service any "Client" of AHT. The term "Client" is defined as (i) any customer of AHT during the twelve (12) months preceding the Effective Date, or (ii) any active prospective customer in AHT's sales pipeline as of the Effective Date. The non-solicitation of clients covenant contains no geographic limitation, consistent with the nature of client-specific restrictive covenants that are inherently bounded by the universe of identified client relationships.

Non-Solicitation of Employees (§ 9). Section 9 of the Separation Agreement provides that, for the same twenty-four (24) month restricted period (through August 30, 2026), Farris shall not, directly or indirectly, recruit, solicit, or hire any employee of AHT, or encourage or induce any AHT employee to terminate his or her employment with the Company.

Clawback and Repayment (§ 10). Section 10 of the Separation Agreement provides that, upon a material breach by Farris of any of the covenants set forth in §§ 6 through 9, AHT shall be entitled to the following remedies:

(a) Immediate cessation of any remaining unpaid separation payments under § 3(a);

(b) Return of all separation consideration previously paid to Farris, including cash payments, COBRA subsidies, and the value of accelerated equity vesting;

(c) Injunctive relief, including temporary, preliminary, and permanent injunctive relief, without the requirement of posting a bond or other security; and

(d) Liquidated Damages (§ 10(d)): In the event of a breach of § 6 (Non-Disparagement) or § 7 (Confidentiality), AHT shall be entitled to liquidated damages in the amount of $250,000, in addition to actual damages to the extent they exceed the liquidated damages amount. The parties agreed that the liquidated damages amount represents a reasonable estimate of the harm likely to flow from a breach of the non-disparagement or confidentiality provisions, given the difficulty of calculating such damages with precision.

Prevailing Party Attorneys' Fees (§ 16). Section 16 of the Separation Agreement provides that, in any action or proceeding to enforce the terms of the agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

C. Farris's Post-Separation Conduct

Following his separation from AHT and his subsequent hiring by Meridian Healthworks, Farris engaged in a systematic course of conduct that violated virtually every material restrictive covenant in the Separation Agreement. The conduct can be organized into four overlapping phases, each of which is documented through preserved evidence.

1. Phase 1 — Social Media Disparagement (November 2024 – February 2025)

On November 3, 2024, approximately two months after the Effective Date of the Separation Agreement and approximately two weeks after commencing employment at Meridian Healthworks, Farris published the following post on his Westmark Health IT profile, which is publicly accessible and had approximately 12,400 followers at the time:

"I spent four years at a company that treated its customers like ATMs and its employees like disposable parts. The culture at [AHT] is rotten from the top. If you're evaluating their platform, ask hard questions about data accuracy and uptime — you won't like the answers."

The post identified AHT by name (using the bracketed abbreviation) and was visible to Farris's extensive professional network within the healthcare technology industry, which includes current and prospective AHT clients, employees, and investors.

On November 18, 2024, Farris published a follow-up Westmark Health IT post:

"When a PE firm runs a healthcare company, patients are just revenue units. I watched Arbor Health inflate its NPS scores to close deals. The board doesn't care — only EBITDA matters."

This post directly named "Arbor Health" and made specific, factual assertions about AHT's business practices — namely, that the Company inflated its Net Promoter Score ("NPS") data to secure client contracts, and that its board of directors was indifferent to patient outcomes. The allegation of NPS inflation is a factual claim that AHT is engaged in deceptive or fraudulent sales practices.

On December 12, 2024, Farris published a post on X (formerly Fenmore Solutions), which was publicly accessible:

"Arbor Health's churn rate is 14% and climbing. Their 'best-in-class retention' pitch is pure fiction. I have the receipts."

This statement disclosed a purported financial performance metric — a 14% churn rate — that Farris presented as fact. Critically, this figure is demonstrably false. AHT's actual fiscal year 2024 gross logo churn rate is 8.2%, as verified by the Company's independent auditors, Clearwater Audit Partners LLP, and reflected in AHT's audited financial statements. Farris's claimed churn rate overstates actual churn by 71% and was designed to mislead AHT's clients and prospects about the Company's customer retention performance.

On February 3, 2025, Farris published a fourth Westmark Health IT post that escalated his misconduct by disclosing specific, confidential client pricing information:

"One of Arbor's top-5 health system clients pays $4.3M/yr and is about to walk. Management knows and is hiding it from investors."

This post disclosed the annual contract value of a specific AHT enterprise client — $4.3 million per year — which constitutes confidential pricing information squarely within the definition of "Confidential Information" under § 7 of the Separation Agreement. The post also implied that AHT management was concealing material adverse information from investors, an assertion that, if credited, could constitute securities fraud. The $4.3 million figure corresponds to the annual contract value of Lakeview Regional Health System, one of AHT's top-five enterprise clients by revenue, and its disclosure confirms that Farris was drawing on confidential information obtained during his tenure as CRO.

All four of the foregoing social media posts have been captured and preserved by Stonebridge Investigative Group LLC through forensic screenshots, including URL, timestamp, and metadata information.

2. Phase 2 — Podcast Appearances (January – March 2025)

In addition to his social media activity, Farris made two guest appearances on industry podcasts, during which he made additional disparaging and confidential disclosures.

On January 15, 2025, Farris appeared as a guest on The Digital Health Download, a healthcare technology industry podcast with approximately 28,000 monthly listeners. During the interview, Farris stated that AHT's platform has "serious clinical data integrity issues that they've papered over" and characterized AHT's leadership as "financially motivated to suppress quality concerns." These statements assert, as a matter of fact, that AHT's clinical data platform has integrity deficiencies that the Company has actively concealed, and that the Company's leadership has subordinated clinical quality to financial considerations. These are not expressions of opinion or rhetorical commentary; they are factual assertions about AHT's products and management that are capable of being proven true or false.

On March 4, 2025, Farris appeared on HealthTech Insider, a competing industry podcast with a larger audience of approximately 41,000 monthly listeners. During this appearance, Farris made several additional damaging statements. He stated that AHT's gross margin was "barely 55%" and declining — a claim that is materially inaccurate. AHT's actual fiscal year 2024 gross margin, as reflected in audited financial statements, is 68.7%. Farris's stated figure understates AHT's actual margin by nearly 14 percentage points and, if credited by market participants, would suggest a fundamentally different cost structure and business viability than exists in reality. Farris further characterized AHT's product as "legacy tech with a SaaS wrapper" and described Dr. Johansson's leadership as "delusional."

The disclosure of purported gross margin figures on a public podcast constitutes a clear violation of the confidentiality provision of the Separation Agreement, as financial performance metrics are expressly included in the definition of Confidential Information. The characterization of AHT's product and leadership constitutes additional disparagement in violation of § 6.

Full audio recordings and transcripts of both podcast episodes have been preserved by Stonebridge Investigative Group LLC.

3. Phase 3 — Client Solicitation (October 2024 – Present)

Following his hiring by Meridian Healthworks on October 21, 2024, Farris personally contacted at least four AHT enterprise clients in an effort to solicit their business on behalf of Meridian. Each of the four entities was an AHT customer during the twelve months preceding the Effective Date of the Separation Agreement and therefore falls within the definition of "Client" under § 8. Each solicitation contact occurred within the twenty-four month restricted period. The details of each solicitation are as follows:

Lakeview Regional Health System (Cleveland, Ohio). Lakeview is one of AHT's top-five enterprise clients, with an annual contract value of $4.3 million per year. The contract renewal date was April 1, 2025. On November 8, 2024, Farris sent a direct email to Dr. Nina Castellano, Lakeview's Vice President of Population Health, offering a "competitive transition package" at Meridian Healthworks. Dr. Castellano was Farris's primary client contact during his tenure as CRO. AHT has obtained a copy of this email from Lakeview. Lakeview formally notified AHT of its intent not to renew its contract by letter dated October 28, 2025.

Northbridge Community Health Network (Portland, Maine). Northbridge's annual contract value with AHT was $1.6 million per year, with a renewal date of March 1, 2025. On November 14, 2024, Farris sent Westmark Health IT direct messages to William Okafor, Northbridge's Chief Technology Officer, soliciting Northbridge's business for Meridian. AHT has obtained screenshots of these Westmark Health IT messages. Northbridge declined to renew its AHT contract effective March 1, 2025, and signed a replacement agreement with Meridian Healthworks on March 15, 2025. This is a confirmed client loss directly attributable to Farris's solicitation.

Prairieland Medical Group, P.C. (Omaha, Nebraska). Prairieland's annual contract value with AHT is $2.1 million per year, with a renewal date of July 1, 2025. On December 2, 2024, Farris placed a telephone call to Thomas Rourke, Prairieland's Chief Executive Officer. AHT has phone records confirming the call. The Prairieland account remains at risk, and the upcoming July 2025 renewal date makes injunctive relief particularly urgent.

Summit Atlantic Health Partners, LLC (Richmond, Virginia). Summit Atlantic's annual contract value with AHT is $3.7 million per year, with a renewal date of September 1, 2025. On January 22, 2025, Farris met in person with Angela Firth, Summit Atlantic's Chief Operating Officer, at an industry conference in Boston. AHT account team records document the meeting. Like Prairieland, the Summit Atlantic account remains at risk, with a renewal date within the restricted period.

The total annual contract value at risk from Farris's documented solicitation activity is $11.7 million per year. Of that amount, $5.9 million per year represents confirmed or probable losses: $1.6 million (Northbridge, confirmed loss) and $4.3 million (Lakeview, non-renewal notice received). The remaining $5.8 million per year (Prairieland and Summit Atlantic) remains at risk, with renewal dates falling within the restricted period.

4. Phase 4 — Employee Solicitation (Suspected)

In addition to soliciting AHT's clients, Farris is believed to have solicited at least two AHT employees in violation of § 9 of the Separation Agreement. On February 10, 2025, Renata Solis, Senior Sales Director at AHT, resigned her position. On February 24, 2025, Jerome Ashworth, also a Senior Sales Director at AHT, resigned. Both Solis and Ashworth subsequently joined Meridian Healthworks. Both had reported directly to Farris during his tenure as CRO, and both were among the most experienced and productive members of AHT's enterprise sales team.

AHT has obtained text message evidence indicating that Farris contacted both Solis and Ashworth prior to their resignations. The content and timing of these text messages suggest that Farris actively solicited their departures, although the precise content of the messages requires further forensic analysis and authentication by Stonebridge Investigative Group LLC, as discussed in Section V below.

5. Additional Reputational Harm

Beyond the direct client and employee losses described above, Farris's public statements have caused measurable harm to AHT's sales pipeline and market reputation. AHT's sales pipeline conversion rate — the percentage of qualified pipeline opportunities that convert to signed contracts — declined from 34% in the third quarter of fiscal year 2024 (the last full quarter before Farris's public statements began) to 21% in the first quarter of fiscal year 2025. This 13-percentage-point decline is a dramatic departure from AHT's historical performance and correlates directly with the timing and dissemination of Farris's disparaging public statements.

Moreover, at least three prospective AHT clients have cited "market concerns about Arbor's data quality" in their deal-loss feedback, language that is directly traceable to Farris's public assertions about AHT's data integrity and platform reliability. These deal-loss notes are maintained in AHT's customer relationship management system and will be produced in connection with the damages analysis.

D. Pre-Suit Demand and Defense Counsel Response

On September 15, 2025, Marcus Tremblay, AHT's General Counsel, sent a formal pre-suit demand letter to Farris at his home address, demanding that Farris (1) immediately cease all disparaging statements about AHT; (2) remove all offending social media posts; (3) cease all solicitation of AHT clients and employees; (4) return all separation consideration received under the Separation Agreement in accordance with the clawback provision of § 10; and (5) confirm compliance within fourteen days.

Rather than complying with the demand, Farris retained litigation counsel. On October 3, 2025, Constance A. Whitfield of Whitfield, Boone & Calloway LLP responded on Farris's behalf, denying all material allegations in the demand letter. Ms. Whitfield's response asserted that Farris's public statements were protected by the First Amendment and reflected matters of legitimate public concern, including healthcare data integrity and the influence of private equity ownership on healthcare companies. The response did not address the client solicitation or employee solicitation allegations in any detail and did not offer any substantive basis for disputing the confidentiality breach.

Following receipt of defense counsel's response, AHT retained Stonebridge Investigative Group LLC (Karen Velasco, Principal; 50 Milk Street, Suite 1600, Boston, Massachusetts 02109) on October 10, 2025 to conduct forensic preservation of Farris's public social media posts, podcast recordings, and related digital evidence. Stonebridge has completed its initial preservation efforts and has prepared an evidence preservation report, which will be submitted in support of the TRO/PI motion.

III. ANALYSIS OF CLAIMS

A. Count I: Breach of Contract — Non-Disparagement (Separation Agreement § 6)

1. Elements Under Massachusetts Law

To prevail on a claim for breach of contract under Massachusetts law, a plaintiff must establish: (1) the existence of a valid and binding contract; (2) a specific obligation under the contract; (3) breach of that obligation by the defendant; and (4) damages resulting from the breach. See Singarella v. City of Boston, 342 Mass. 385, 387 (1961); Brooks v. Vireo Assurance SunAmerica Life Assurance Co., 480 F.3d 579, 586 (1st Cir. 2007) (applying Massachusetts law). Each of these elements is readily satisfied here.

2. Application to Facts

Valid and binding contract. The Separation Agreement is a valid, binding contract between AHT and Farris. It was executed by both parties, supported by adequate consideration of $1,016,866 (substantially exceeding anything Farris was entitled to receive absent the agreement), and complies with all applicable legal requirements, including the OWBPA/ADEA consideration and revocation periods. Farris does not dispute the validity of the Separation Agreement; his counsel's October 3, 2025 response did not raise any challenge to the agreement's formation or enforceability.

Specific contractual obligation. Section 6 of the Separation Agreement unambiguously prohibits Farris from making "any written or oral statement that disparages, defames, or casts in a negative light [AHT], its products, services, officers, directors, employees, or investors." This language is broad, clear, and unambiguous. It encompasses any statement, in any medium, that is disparaging in nature, without limitation as to subject matter, audience, or forum.

Breach. Farris's post-separation statements constitute multiple, independent breaches of § 6. Specifically:

• The November 3, 2024 Westmark Health IT post described AHT's culture as "rotten from the top" and warned potential clients against AHT's platform — an unambiguously disparaging statement about the Company, its culture, and its products.

• The November 18, 2024 Westmark Health IT post accused AHT of inflating NPS scores to close deals and asserted that the board "doesn't care" about anything other than EBITDA — disparaging AHT's business practices, integrity, and board of directors.

• The December 12, 2024 X post claimed AHT's churn rate was 14% and that its "best-in-class retention" pitch was "pure fiction" — a disparaging and materially false statement about AHT's customer retention performance and the truthfulness of its sales representations.

• The February 3, 2025 Westmark Health IT post claimed that a top-5 client was "about to walk" and that management was "hiding it from investors" — disparaging AHT's client relationships, management competence, and investor communications.

• The January 15, 2025 Digital Health Download podcast statement asserted AHT had "serious clinical data integrity issues" that it had "papered over" and characterized leadership as "financially motivated to suppress quality concerns" — disparaging AHT's products, data integrity, and executive leadership.

• The March 4, 2025 HealthTech Insider podcast statement described AHT's product as "legacy tech with a SaaS wrapper," claimed the gross margin was "barely 55%," and called Dr. Johansson's leadership "delusional" — disparaging AHT's products, financial performance, and CEO.

Each of these statements independently constitutes a breach of § 6. Taken together, they demonstrate a deliberate, sustained, and escalating pattern of disparagement.

Damages. The disparaging statements have caused measurable harm to AHT, including a 13-percentage-point decline in pipeline conversion rates, confirmed client losses, deal-loss feedback attributable to Farris's statements, and reputational remediation costs. These damages are discussed in detail in Section VI below.

3. Likelihood of Success

We assess the likelihood of success on Count I as strong. The contractual language is clear and unambiguous. Farris's statements are not subject to reasonable interpretive dispute — they are plainly disparaging by any ordinary reading. The evidentiary record is robust, consisting of preserved screenshots, audio recordings, and transcripts. Massachusetts courts have consistently enforced non-disparagement provisions in separation and severance agreements where, as here, they are supported by adequate consideration. See, e.g., Spence v. Boston Edison Co., 390 Mass. 604, 610 (1983) (enforcing contractual release provisions where supported by consideration); A.R.S. Servs., Inc. v. Tarvick, 26 Mass. L. Rptr. 375 (Super. Ct. 2009) (enforcing non-disparagement clause in employment separation context).

The mutual nature of the non-disparagement obligation strengthens enforceability, as it demonstrates that both parties bargained for reciprocal protections, and AHT has complied with its reciprocal obligations. We have confirmed with Marcus Tremblay that no AHT officer at the VP level or above has made any statement about Farris that could be construed as disparaging.

B. Count II: Breach of Contract — Confidentiality (Separation Agreement § 7)

1. Elements. The elements of this claim are the same as for Count I: valid contract, specific obligation, breach, and damages. The applicable contractual provision is § 7 (Confidentiality) rather than § 6 (Non-Disparagement).

2. Application to Facts

Section 7 of the Separation Agreement obligates Farris to maintain in strict confidence all Confidential Information, as defined, for a period of five years following the Effective Date — through August 30, 2029. The definition of Confidential Information expressly encompasses client-specific pricing, financial results and projections, and other proprietary business data.

Farris has breached § 7 on at least three occasions:

• December 12, 2024 X post: Farris publicly disclosed a purported churn rate of 14%. Regardless of whether the stated figure is accurate (it is not — the actual figure is 8.2%), the disclosure of AHT's churn rate, or any figure purporting to be AHT's churn rate, constitutes disclosure of confidential financial metrics. Churn rate data is closely held internal performance information that AHT does not disclose publicly, and it falls squarely within the definition of "financial results" under § 7(a).

• February 3, 2025 Westmark Health IT post: Farris publicly disclosed the annual contract value of a specific AHT enterprise client ($4.3 million per year for a "top-5 health system client"). Client-specific pricing information is expressly enumerated as Confidential Information under § 7(a). This disclosure is among the most egregious breaches, as it reveals not only the pricing terms of a specific client relationship but also identifies the client's approximate ranking within AHT's portfolio, providing competitors with actionable intelligence regarding AHT's account concentration and largest revenue relationships.

• March 4, 2025 *HealthTech Insider* podcast: Farris publicly disclosed a purported gross margin of "barely 55%." Although this figure is materially inaccurate (actual gross margin is 68.7%), the disclosure of any figure purporting to represent AHT's gross margin constitutes a disclosure of confidential financial information. Gross margin data is a closely guarded financial metric that AHT shares only with its Board of Directors, senior leadership, auditors, and investors under confidentiality restrictions.

3. Likelihood of Success

We assess the likelihood of success on Count II as very strong. The information disclosed by Farris falls squarely within the express definition of Confidential Information. There is no ambiguity about whether client-specific pricing data and financial performance metrics constitute confidential information — they are the paradigmatic examples. Farris had no authorization to disclose this information, and the five-year confidentiality period is clearly within its operative term. The fact that some of the disclosed figures are inaccurate does not diminish the claim; the breach lies in the act of disclosure itself, and the dissemination of false figures arguably compounds the harm by creating market confusion about AHT's actual financial position.

C. Count III: Breach of Contract — Non-Solicitation of Clients (Separation Agreement § 8)

1. Elements. To prevail on a claim for breach of a non-solicitation covenant, AHT must establish: (1) the existence of a valid and enforceable restrictive covenant; (2) that the defendant engaged in solicitation activity prohibited by the covenant; (3) that the solicitation occurred within the restricted period; and (4) damages resulting from the breach. The enforceability analysis under Massachusetts law requires consideration of whether the restriction is reasonable in scope, duration, and geographic reach, and whether it is supported by adequate consideration.

2. Application to Facts

The non-solicitation of clients covenant in § 8 prohibits Farris from soliciting, diverting, or servicing any "Client" — defined as any AHT customer during the twelve months preceding the Effective Date or any active prospective customer in AHT's pipeline as of the Effective Date — for a period of twenty-four months following the Effective Date (through August 30, 2026).

Each of the four documented solicitation contacts falls within the restricted period:

• November 8, 2024 email to Dr. Castellano (Lakeview) — within the restricted period.

• November 14, 2024 Westmark Health IT messages to William Okafor (Northbridge) — within the restricted period.

• December 2, 2024 telephone call to Thomas Rourke (Prairieland) — within the restricted period.

• January 22, 2025 in-person meeting with Angela Firth (Summit Atlantic) — within the restricted period.

All four entities — Lakeview Regional Health System, Northbridge Community Health Network, Prairieland Medical Group, P.C., and Summit Atlantic Health Partners, LLC — were AHT customers during the twelve months preceding the Effective Date of August 30, 2024, and therefore satisfy the definition of "Client" under § 8. Farris, as the former CRO, was intimately familiar with each of these client relationships, having managed them directly during his tenure.

The nature of Farris's solicitation is unambiguous. He offered Lakeview a "competitive transition package" at Meridian, he sent direct messages to Northbridge's CTO on Westmark Health IT, he placed a phone call to Prairieland's CEO, and he met in person with Summit Atlantic's COO at an industry conference. These contacts were not incidental or social; they were deliberate, targeted commercial solicitations directed at AHT's most valuable enterprise clients with the express purpose of diverting their business to Farris's new employer.

The results of this solicitation are already manifest. Northbridge declined to renew its AHT contract effective March 1, 2025 and signed a replacement agreement with Meridian Healthworks just two weeks later, on March 15, 2025. Lakeview formally notified AHT of its intent not to renew by letter dated October 28, 2025. Combined, these confirmed and probable losses represent $5.9 million in annual contract value.

3. Enforceability Under Massachusetts Law

Massachusetts law on restrictive covenants has been significantly clarified by the Massachusetts Noncompetition Agreement Act, M.G.L. c. 149, § 24L (effective October 1, 2018). However, as an initial matter, it is important to note that § 24L principally governs "noncompetition agreements" — defined as agreements that restrict an individual from engaging in competitive activities. Non-solicitation covenants that are limited to prohibiting the solicitation of specific clients or employees, without restricting the individual's ability to work for a competitor generally, are generally not considered "noncompetition agreements" under the statute. See M.G.L. c. 149, § 24L(b)(vii) (exempting "nondisclosure or confidentiality agreements" and other agreements "not a noncompetition agreement"); Automile Holdings, LLC v. McGovern, 483 Mass. 797, 809 (2020) (distinguishing between non-compete and non-solicitation provisions).

Even to the extent a court were to apply § 24L's framework to the non-solicitation covenant in the Separation Agreement, the provision would satisfy the statute's requirements:

• Duration: The 24-month restricted period is within the maximum permitted by § 24L for non-compete agreements (12 months, or 24 months by agreement in specific circumstances). For non-solicitation covenants, which impose a less restrictive burden, 24 months is widely regarded as reasonable, particularly for a C-suite executive who had direct, personal relationships with the Company's largest clients.

• Consideration: Farris received $1,016,866 in separation consideration — an amount that far exceeds the "garden leave" or "other mutually-agreed upon consideration" required by § 24L. The substantial consideration paid to Farris underscores the reasonableness and enforceability of the covenant.

• Scope: The non-solicitation covenant is not a blanket prohibition on competitive employment. Farris is free to work for any employer, including a direct competitor, and is free to serve any clients who were not AHT clients during the relevant period. The restriction is narrowly limited to identified AHT clients and prospective clients, which is the least restrictive means of protecting AHT's legitimate business interests in its client relationships.

• No geographic limitation required: Client non-solicitation covenants are inherently bounded by the universe of identified client relationships rather than by geographic territory. Massachusetts courts do not require geographic limitations on client-specific non-solicitation provisions. See Boulanger v. Dunkin' Donuts Inc., 442 Mass. 635, 641 (2004).

4. Likelihood of Success

We assess the likelihood of success on Count III as strong. The documentary evidence of direct solicitation is compelling — a written email, Westmark Health IT messages, a confirmed phone call, and a documented in-person meeting. The definition of "Client" is clear and is matched by verifiable customer relationships. The confirmed business losses at Northbridge and Lakeview provide tangible evidence of damages flowing from the breach. The enforceability of the covenant under Massachusetts law is well-supported by the substantial consideration provided, the reasonable scope and duration of the restriction, and the senior executive context.

D. Count IV: Breach of Contract — Non-Solicitation of Employees (Separation Agreement § 9)

1. Application to Facts

Section 9 of the Separation Agreement prohibits Farris from recruiting, soliciting, or hiring any AHT employee, or encouraging any AHT employee to leave the Company, for the same twenty-four month restricted period (through August 30, 2026).

Two senior AHT sales directors — Renata Solis and Jerome Ashworth — resigned from AHT on February 10 and February 24, 2025, respectively. Both joined Meridian Healthworks shortly after their resignations. Both had reported directly to Farris during his tenure as CRO and were among AHT's most experienced and productive enterprise sales directors. The timing of their departures — within the restricted period and within weeks of each other — is consistent with a coordinated recruitment effort.

AHT has obtained text message evidence indicating that Farris contacted both Solis and Ashworth prior to their resignations. While the precise content of these messages requires further analysis, their existence establishes that Farris initiated contact with both employees during the restricted period, prior to their resignations, and prior to their joining Meridian.

2. Evidentiary Considerations

The strength of Count IV depends in significant part on the content and authentication of the text messages between Farris and Solis and Ashworth. Several evidentiary considerations are relevant:

• Authentication: The text messages must be properly authenticated under Massachusetts Rules of Evidence. AHT possesses copies of the messages as provided by Solis (who retained them on her personal device). Authentication may be accomplished through testimony from Solis (if cooperating) or through forensic analysis by Stonebridge Investigative Group LLC confirming the authenticity of the messages, including phone number verification, timestamp data, and message metadata.

• Content: Initial review suggests the messages reflect Farris initiating contact with Solis and Ashworth and discussing opportunities at Meridian. If the content expressly references employment opportunities, compensation, or encouragement to leave AHT, it will constitute powerful direct evidence of solicitation.

• Potential defense challenge: Farris may argue that Solis and Ashworth approached him rather than the other way around, and that he merely responded to unsolicited inquiries. This is a factual question that will turn on the content and sequence of the text messages. Initial indications are that Farris initiated the first contact in each exchange, which would defeat this defense.

We recommend that Stonebridge conduct a full forensic analysis of the available text message evidence and prepare a report suitable for submission in connection with the preliminary injunction motion or, if necessary, at trial.

3. Likelihood of Success

We assess the likelihood of success on Count IV as moderate to strong. The text messages, if authenticated and if their content confirms active solicitation by Farris, will provide direct evidence of breach. The circumstantial evidence — two former direct reports resigning within two weeks of each other and both joining Farris's new employer — is itself suggestive. The strength of this count will increase as the evidentiary record is developed through forensic analysis and, potentially, through the depositions of Solis and Ashworth.

E. Count V: Violation of Massachusetts Trade Secrets Act (M.G.L. c. 93, § 42)

1. Elements. The Massachusetts Trade Secrets Act, M.G.L. c. 93, §§ 42–42G (the "MTSA"), provides a cause of action for misappropriation of trade secrets. To establish a claim under the MTSA, a plaintiff must demonstrate: (1) the existence of a "trade secret" as defined by the statute; (2) "misappropriation" of that trade secret (through improper acquisition, disclosure, or use); and (3) damages resulting from the misappropriation. See M.G.L. c. 93, § 42; Jet Spray Cooler, Inc. v. Crampton, 361 Mass. 835, 840 (1972).

Under the MTSA, a "trade secret" is defined as information, including technical or non-technical data, a formula, pattern, compilation, program, device, method, technique, process, financial data, or a list of actual or potential customers or suppliers, that: (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. See M.G.L. c. 93, § 42.

2. Application to Facts

The information disclosed by Farris falls within the statutory definition of trade secrets. Specifically:

• Client-specific pricing data ($4.3M ACV for a top-5 health system client): Client-specific contract values are paradigmatic trade secrets. This information derives independent economic value from its confidentiality — knowledge of AHT's pricing enables competitors to undercut its rates and poach its clients — and AHT takes reasonable measures to maintain its secrecy, including restricting access to pricing information to senior sales leadership, finance personnel, and the Board.

• Churn rate data (whether stated accurately or not): Customer retention metrics are closely held internal performance data that provide competitive intelligence regarding the stability and attractiveness of a SaaS platform. Churn rate information is not publicly reported by AHT and is shared only under confidentiality restrictions with investors and the Board.

• Gross margin data: Financial performance metrics, including gross margin, are the quintessential confidential business information. AHT's gross margin is not publicly disclosed and is known only to senior management, the Board, investors (under NDA), and auditors.

Farris's public disclosure of each of these categories of information on social media and podcasts constitutes "disclosure" under the MTSA. The disclosure was unauthorized, was not consented to by AHT, and was made for the purpose of harming AHT and advancing Farris's competitive interests at Meridian Healthworks.

Reasonable measures to protect secrecy. AHT maintains comprehensive confidentiality protections, including: (1) the Separation Agreement, which expressly obligates Farris to maintain confidentiality under § 7; (2) AHT's general employee confidentiality and proprietary information agreement, which Farris signed upon his initial hiring in September 2020; (3) restricted access controls on AHT's financial systems, limiting access to pricing, revenue, and margin data to authorized personnel; (4) password-protected databases and role-based access to the Company's CRM and financial reporting systems; and (5) standard confidentiality markings on internal financial reports and board materials. These measures collectively satisfy the "reasonable under the circumstances" standard.

3. Additional Remedies Available

The MTSA provides enhanced remedies beyond ordinary breach of contract damages:

• Injunctive relief: M.G.L. c. 93, § 42A authorizes courts to grant injunctive relief to prevent actual or threatened misappropriation.

• Damages: M.G.L. c. 93, § 42B provides for recovery of both actual loss caused by misappropriation and unjust enrichment caused by misappropriation that is not taken into account in computing actual loss.

• Exemplary damages: In cases of "willful and malicious misappropriation," § 42B authorizes the court to award exemplary damages in an amount not exceeding twice the damages awarded. This provision could significantly increase AHT's recovery.

• Attorneys' fees: In cases of willful and malicious misappropriation, § 42B also authorizes recovery of reasonable attorneys' fees.

Farris's conduct — publicly disclosing false financial metrics to damage AHT's reputation while simultaneously soliciting AHT's clients for the benefit of a direct competitor — presents a strong basis for a finding of willful and malicious intent. The deliberate, public, and repeated nature of the disclosures, combined with their demonstrable falsity and competitive motivation, supports the inference that Farris acted with the specific intent to harm AHT and benefit himself and Meridian.

4. Likelihood of Success

We assess the likelihood of success on Count V as moderate to strong. The key litigation issue will be whether AHT took "reasonable measures" to protect the secrecy of the disclosed information and whether the information constitutes a "trade secret" as opposed to general industry knowledge. Client-specific pricing data and detailed financial metrics (churn rate, gross margin) are strong candidates for trade secret protection, as they derive clear economic value from their confidentiality and are maintained under robust security measures. General characterizations of corporate culture or leadership quality, by contrast, do not constitute trade secrets and are not the basis of this count. The strength of this claim is enhanced by the fact that Farris was subject to both an employment-era confidentiality agreement and the Separation Agreement, establishing a clear duty of confidentiality that further evidences AHT's reasonable efforts to protect its proprietary information.

F. Count VI: Tortious Interference with Business Relations

1. Elements Under Massachusetts Law

Under Massachusetts law, a claim for tortious interference with business relations requires: (1) the existence of a business relationship or a reasonably anticipated business relationship between the plaintiff and a third party; (2) the defendant's knowledge of that relationship; (3) the defendant's intentional and improper interference with that relationship; and (4) actual loss or damage resulting from the interference. See United Truck Leasing Corp. v. Geltman, 406 Mass. 811, 812 (1990); Crestline Growth Partners v. Cashman, 448 Mass. 255, 260 (2007).

2. Application to Facts

Existing business relationships. AHT had existing contractual relationships with each of the four solicited clients: Lakeview Regional Health System ($4.3M ACV), Prairieland Medical Group ($2.1M ACV), Summit Atlantic Health Partners ($3.7M ACV), and Northbridge Community Health Network ($1.6M ACV). These were active, revenue-generating customer relationships governed by multi-year agreements. In addition, AHT had reasonably anticipated business relationships with prospective clients in its sales pipeline that were disrupted by Farris's public statements.

Knowledge. Farris, as AHT's former CRO, had intimate, first-hand knowledge of each of these client relationships. He managed these accounts directly, knew the key decision-makers by name, understood the contract terms and renewal dates, and was aware of the strategic importance of each account to AHT's revenue base.

Intentional and improper interference. Farris's solicitation of AHT's clients was deliberate and targeted. His email to Dr. Castellano at Lakeview, his Westmark Health IT messages to William Okafor at Northbridge, his call to Thomas Rourke at Prairieland, and his in-person meeting with Angela Firth at Summit Atlantic were each purposeful commercial contacts designed to divert AHT's customers to Meridian Healthworks. Similarly, Farris's public statements — which falsely characterized AHT's churn rate, gross margin, data integrity, and leadership — were designed to undermine AHT's credibility with current and prospective clients and to create a competitive advantage for Meridian.

Actual loss. Northbridge did not renew its contract and signed with Meridian. Lakeview has issued a non-renewal notice. At least three prospective clients cited "market concerns about Arbor's data quality" — directly attributable to Farris's statements — in their deal-loss feedback. AHT's pipeline conversion rate declined by 13 percentage points.

3. "Improper" Interference Standard

Massachusetts law requires that the interference be "improper" to be actionable. The Supreme Judicial Court has identified several factors relevant to this determination, including: (a) the nature of the actor's conduct; (b) the actor's motive; (c) the interests of the party with which the actor interferes; (d) the interests sought to be advanced by the actor; (e) the social interests in protecting the freedom of action of the actor and the contractual interests of the other; (f) the proximity or remoteness of the actor's conduct to the interference; and (g) the relations between the parties. See United Truck Leasing, 406 Mass. at 816.

Farris's conduct is "improper" under any reasonable analysis. His interference involved: (1) breach of contract — specifically, violation of the non-solicitation and confidentiality covenants in the Separation Agreement, for which he received over $1 million in consideration; (2) publication of knowingly false statements of fact about AHT's financial performance and data integrity; and (3) use of confidential information obtained during his employment to target AHT's most valuable client relationships for competitive solicitation. Each of these constitutes an independently "improper" means of interference. See Pemberton v. Draughon, 33 Mass. App. Ct. 573, 577 (1992) (breach of confidentiality obligation constitutes improper means); Weber v. Community Teamwork, Inc., 434 Mass. 761, 781 (2001) (improper means include conduct independently unlawful or in violation of established standards of trade).

4. Likelihood of Success

We assess the likelihood of success on Count VI as strong, particularly as to the four solicited clients with documented contacts and resulting business losses. The evidence of intentional, targeted solicitation of known AHT clients using improper means (breach of contract, use of confidential information, and publication of false statements) is well-documented. The causal connection between Farris's conduct and AHT's client losses is supported by the timing of the solicitation contacts, the clients' subsequent non-renewal decisions, and Northbridge's signing with Meridian within two weeks of its AHT contract expiration.

G. Count VII: Defamation / Business Disparagement

1. Elements. Under Massachusetts law, a claim for defamation requires: (1) a false and defamatory statement of fact concerning the plaintiff; (2) publication of the statement to one or more third parties; (3) fault on the part of the defendant (at minimum, negligence; actual malice if the plaintiff is a public figure or the statement involves a matter of public concern); and (4) either damages presumed by law (defamation per se) or special damages (actual economic loss). See Dulgarian v. Stone, 420 Mass. 843, 847 (1995); Milkovich v. Lorain Journal Co., 497 U.S. 1, 19-20 (1990).

A related claim for business disparagement (also known as injurious falsehood or trade libel) requires: (1) a false statement of fact; (2) published to third parties; (3) with knowledge of falsity or reckless disregard as to truth; (4) that is directed at the plaintiff's business or product; and (5) that results in special damages (pecuniary loss). See Damon v. Moore, 520 F.3d 98, 106 (1st Cir. 2008) (applying Massachusetts law).

2. Application to Facts — Specific False Statements

AHT should focus its defamation claim on statements by Farris that are demonstrably false assertions of fact, as distinguished from expressions of opinion or rhetorical hyperbole. The strongest candidates are:

• Churn rate claim (December 12, 2024 X post): Farris stated that AHT's churn rate is "14% and climbing." AHT's actual FY 2024 gross logo churn rate is 8.2%, as confirmed by Clearwater Audit Part

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 100 High Street, 26th Floor Boston, Massachusetts 02110
Matter No.: 1010-00005
November 18, 2025
TO: Samuel Eklund, Esq. (Responsible Partner, Litigation) Linda Osei, Esq. (Billing Partner, Litigation)
FROM: Hannah Brinkley, Esq. (Lead Associate, Litigation)
RE: Pre-Suit Litigation Assessment — Arbor Health Technologies Inc. v. Desmond R. Farris — Breach of Separation Agreement, Disparagement, and Related Claims
PRIVILEGE NOTICE: This memorandum is a privileged and confidential attorney work product prepared in anticipation of litigation. It reflects the mental impressions, conclusions, and legal theories of counsel. This memorandum is not to be disclosed to any third party without the prior written authorization of the responsible partner. Distribution is limited to the addressees and authorized personnel within Calderwood & Harkness LLP and, at the direction of the responsible partner, in-house counsel of Arbor Health Technologies Inc.
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I. EXECUTIVE SUMMARY
Calderwood & Harkness LLP has been retained by Arbor Health Technologies Inc. ("AHT" or the "Company"), a Delaware corporation headquartered at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110, to evaluate and pursue claims against Desmond R. Farris ("Farris"), AHT's former Chief Revenue Officer, arising from multiple breaches of his Separation Agreement and General Release dated August 9, 2024 (effective August 30, 2024) (the "Separation Agreement"), as well as related tort claims. This memorandum provides a comprehensive pre-suit litigation assessment, including analysis of the viability of each claim, anticipated defenses, evidentiary support, damages quantification, and recommended litigation strategy.
AHT is a healthcare services and software-as-a-service ("SaaS") company that provides population health management and value-based care analytics solutions to health systems, physician groups, and managed care organizations. For fiscal year 2024, AHT reported annual recurring revenue ("ARR") of approximately $187.4 million and employed approximately 620 individuals. AHT's majority equity holder since June 2021 is Ridgeline Capital Partners, LP, a Delaware limited partnership that acquired a controlling interest at an enterprise value of $415 million. AHT's key officers include Dr. Annika Johansson (Chief Executive Officer), Marcus Tremblay (General Counsel), and Elaine Matsuda (Chief Financial Officer). Vikram Deshpande, Managing Partner of Ridgeline Capital Partners, serves as Board Chair.
Farris served as AHT's Chief Revenue Officer from September 8, 2020 through August 9, 2024. In connection with his departure, Farris executed the Separation Agreement and received total consideration of $1,016,866, consisting of a cash separation payment of $577,500 (representing 18 months of base salary), a COBRA health insurance subsidy of $39,366 (representing $2,187 per month for 18 months), and $400,000 in accelerated equity vesting (62,500 unvested stock options with a spread of $6.40 per share). In exchange for this substantial consideration, Farris agreed to, among other obligations, non-disparagement, confidentiality, non-solicitation of clients, and non-solicitation of employees covenants.
Following his departure from AHT, Farris commenced employment with Meridian Healthworks, Inc. ("Meridian"), a direct AHT competitor headquartered at 1 Kendall Square, Building 200, Suite 600, Cambridge, Massachusetts 02139, on October 21, 2024. Since that time, Farris has engaged in a sustained and escalating campaign of public disparagement of AHT, its products, its leadership, and its financial performance; has disclosed confidential and proprietary financial information in public forums; and has actively solicited AHT's enterprise clients and employees in direct contravention of the express terms of the Separation Agreement.
Based on our investigation to date, AHT's estimated total damages exceed $27.5 million, inclusive of confirmed lost annual contract value, multi-year contract value, pipeline conversion losses, reputational remediation costs, contractual liquidated damages, and clawback of separation consideration. These figures do not include potential exemplary damages under the Massachusetts Trade Secrets Act or prevailing party attorneys' fees.
This memorandum analyzes the viability of seven prospective claims (four for breach of contract, one under the Massachusetts Trade Secrets Act, one for tortious interference, and one for defamation/business disparagement), assesses anticipated defenses and their likely success, catalogs the evidentiary record, provides a detailed damages assessment, evaluates the propriety and likelihood of obtaining injunctive relief, and sets forth strategic recommendations for the litigation. Our conclusion, for the reasons discussed in detail below, is that AHT's claims are strong across all counts and that the Company should proceed with filing a Verified Complaint and Motion for Temporary Restraining Order and Preliminary Injunction in Suffolk County Superior Court on November 21, 2025.
We note that Farris has retained defense counsel: Constance A. Whitfield, Esq. and Jared Norcross, Esq. of Whitfield, Boone & Calloway LLP, 200 Ashbury Asset Advisors, Suite 3100, Boston, Massachusetts 02109. Ms. Whitfield responded to AHT's pre-suit demand letter on October 3, 2025, denying all material allegations and asserting First Amendment and public interest defenses. These anticipated defenses are addressed in detail in Section IV below.
II. FACTUAL BACKGROUND
A. The Parties
1. Arbor Health Technologies Inc.
Arbor Health Technologies Inc. is a corporation organized under the laws of the State of Delaware, qualified to do business in the Commonwealth of Massachusetts, and headquartered at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110. AHT's federal Employer Identification Number is 84-3291057. Its registered agent in Delaware is National Registered Agents Inc., located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904.
AHT operates in the healthcare information technology sector, providing a SaaS platform for population health management and value-based care analytics. The Company's platform enables health systems, physician groups, and managed care organizations to aggregate and analyze clinical, claims, and social determinants of health data to improve patient outcomes and optimize reimbursement under value-based payment models. AHT was founded in 2016 and has grown to report fiscal year 2024 annual recurring revenue of $187.4 million, with approximately 620 full-time employees across offices in Boston, Massachusetts; Cleveland, Ohio; and Austin, Texas.
AHT's majority equity holder is Ridgeline Capital Partners, LP, a Delaware limited partnership with principal offices at 600 Lexington Avenue, 28th Floor, New York, New York 10022. Ridgeline, managed by Managing Partner Vikram Deshpande, acquired a majority stake in AHT in June 2021 at an enterprise value of $415 million. Ridgeline maintains representation on AHT's Board of Directors, with Mr. Deshpande serving as Board Chair.
AHT's key officers and directors relevant to this matter are as follows:
• Dr. Annika Johansson, Chief Executive Officer
• Marcus Tremblay, General Counsel
• Elaine Matsuda, Chief Financial Officer
• Vikram Deshpande, Board Chair (Ridgeline Capital Partners, LP)
AHT's independent auditors are Clearwater Audit Partners LLP, 125 Summer Street, Suite 2200, Boston, Massachusetts 02110, which has audited AHT's financial statements for fiscal years 2022 through 2024. AHT maintains directors' and officers' liability insurance through Pinnacle Mutual Insurance Company, Policy No. PMI-EXEC-2024-08193, with a policy period of January 1, 2024 through January 1, 2025 (subsequently renewed for the 2025 policy year).
2. Desmond R. Farris
Desmond Reese Farris (date of birth: March 14, 1978) resides at 47 Briarcliff Lane, Wellesley, Massachusetts 02481. Farris served as Chief Revenue Officer of AHT from September 8, 2020 through August 9, 2024. As CRO, Farris was a member of AHT's executive leadership team and reported directly to CEO Dr. Johansson. In his role, Farris was responsible for all revenue-generating activities, including enterprise sales, account management, client success, and strategic partnerships. He had direct, personal relationships with AHT's largest enterprise clients and access to the Company's most sensitive financial, operational, and strategic information.
At the time of his separation, Farris's base salary was $385,000 per year. During his nearly four-year tenure as CRO, Farris had direct oversight of AHT's entire sales organization, which grew from approximately 35 to approximately 85 personnel under his leadership.
Following his separation from AHT, Farris was hired by Meridian Healthworks, Inc. as Senior Vice President, Commercial Strategy, commencing employment on October 21, 2024 — approximately seven weeks after the Effective Date of the Separation Agreement.
Farris has retained litigation counsel: Constance A. Whitfield, Esq. (lead partner) and Jared Norcross, Esq. (associate) of Whitfield, Boone & Calloway LLP, 200 Ashbury Asset Advisors, Suite 3100, Boston, Massachusetts 02109.
3. Meridian Healthworks, Inc.
Meridian Healthworks, Inc. is a Delaware corporation headquartered in Cambridge, Massachusetts. Meridian is a direct competitor of AHT in the healthcare information technology and population health analytics market. According to publicly available information, Meridian's estimated fiscal year 2024 revenue is approximately $135 million in annual recurring revenue. Meridian's Chief Executive Officer is Russell Kwan.
While Meridian is not presently contemplated as a named defendant in this action, the company is highly relevant as Farris's current employer and as the direct beneficiary of Farris's solicitation of AHT's enterprise clients and employees. As discussed in greater detail in Section VIII.B below, the firm recommends monitoring Meridian's involvement through third-party discovery before making a determination as to whether to add Meridian as a defendant for tortious interference with contractual relations or aiding and abetting Farris's breaches.
B. The Separation Agreement
The Separation Agreement and General Release (the "Separation Agreement") was executed on August 9, 2024, which was Farris's last day of employment with AHT. Consistent with the requirements of the Older Workers Benefit Protection Act ("OWBPA"), 29 U.S.C. § 626(f), and the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. § 621 et seq., the Separation Agreement provided Farris with a 21-day consideration period. Farris executed the Separation Agreement on August 26, 2024, seventeen days into the consideration period. The Separation Agreement further provided a 7-day revocation period following execution, which expired without revocation on August 30, 2024. Accordingly, the Effective Date of the Separation Agreement is August 30, 2024.
The Separation Agreement is governed by the laws of the Commonwealth of Massachusetts (§ 14) and contains a forum selection clause designating Suffolk County Superior Court, Commonwealth of Massachusetts, as the exclusive forum for any disputes arising under the agreement (§ 15).
The key substantive provisions of the Separation Agreement relevant to this matter are summarized below:
Separation Consideration (§ 3). In exchange for Farris's execution of the Separation Agreement and compliance with its terms, AHT agreed to provide the following consideration:
(a) Cash Separation Payment (§ 3(a)): $577,500, representing eighteen (18) months of Farris's base salary ($385,000 per year, or $32,083.33 per month), payable in regular bi-weekly installments over the eighteen-month period following the Effective Date, subject to applicable tax withholdings.
(b) COBRA Subsidy (§ 3(b)): Continued health insurance coverage through COBRA subsidized by AHT at a rate of $2,187 per month for eighteen (18) months following the Effective Date, for a total COBRA subsidy of $39,366.
(c) Accelerated Equity Vesting (§ 3(c)): Accelerated vesting of 62,500 unvested stock options held by Farris under the AHT 2021 Equity Incentive Plan, with a strike price of $4.80 per share. Based on the fair market value of AHT common stock as of the Effective Date ($11.20 per share, as determined by the most recent Section 409A valuation), the estimated spread at separation was ($11.20 − $4.80) × 62,500 = $400,000.
(d) Total Consideration: The aggregate value of the separation consideration provided to Farris was $1,016,866.
Non-Disparagement (§ 6). Section 6 of the Separation Agreement provides that Farris shall not make, cause to be made, or participate in any written or oral statement that disparages, defames, or casts in a negative light AHT, its products, services, officers, directors, employees, or investors. The non-disparagement obligation is mutual; however, AHT's reciprocal obligation is expressly limited to official corporate communications and statements made by AHT officers at the Vice President level or above. The non-disparagement covenant has no stated expiration date and is therefore perpetual in duration.
Confidentiality (§ 7). Section 7 of the Separation Agreement provides that Farris shall maintain in strict confidence all Confidential Information (as defined in § 7(a)). The definition of "Confidential Information" expressly includes, without limitation, client lists, client-specific pricing and contract terms, financial results and projections, product roadmaps, strategic plans, marketing strategies, employee compensation data, and proprietary algorithms and methodologies. The confidentiality obligation has a stated duration of five (5) years following the Effective Date, running through August 30, 2029.
Non-Solicitation of Clients (§ 8). Section 8 of the Separation Agreement provides that, for a period of twenty-four (24) months following the Effective Date (through August 30, 2026), Farris shall not, directly or indirectly, solicit, divert, or service any "Client" of AHT. The term "Client" is defined as (i) any customer of AHT during the twelve (12) months preceding the Effective Date, or (ii) any active prospective customer in AHT's sales pipeline as of the Effective Date. The non-solicitation of clients covenant contains no geographic limitation, consistent with the nature of client-specific restrictive covenants that are inherently bounded by the universe of identified client relationships.
Non-Solicitation of Employees (§ 9). Section 9 of the Separation Agreement provides that, for the same twenty-four (24) month restricted period (through August 30, 2026), Farris shall not, directly or indirectly, recruit, solicit, or hire any employee of AHT, or encourage or induce any AHT employee to terminate his or her employment with the Company.
Clawback and Repayment (§ 10). Section 10 of the Separation Agreement provides that, upon a material breach by Farris of any of the covenants set forth in §§ 6 through 9, AHT shall be entitled to the following remedies:
(a) Immediate cessation of any remaining unpaid separation payments under § 3(a);
(b) Return of all separation consideration previously paid to Farris, including cash payments, COBRA subsidies, and the value of accelerated equity vesting;
(c) Injunctive relief, including temporary, preliminary, and permanent injunctive relief, without the requirement of posting a bond or other security; and
(d) Liquidated Damages (§ 10(d)): In the event of a breach of § 6 (Non-Disparagement) or § 7 (Confidentiality), AHT shall be entitled to liquidated damages in the amount of $250,000, in addition to actual damages to the extent they exceed the liquidated damages amount. The parties agreed that the liquidated damages amount represents a reasonable estimate of the harm likely to flow from a breach of the non-disparagement or confidentiality provisions, given the difficulty of calculating such damages with precision.
Prevailing Party Attorneys' Fees (§ 16). Section 16 of the Separation Agreement provides that, in any action or proceeding to enforce the terms of the agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
C. Farris's Post-Separation Conduct
Following his separation from AHT and his subsequent hiring by Meridian Healthworks, Farris engaged in a systematic course of conduct that violated virtually every material restrictive covenant in the Separation Agreement. The conduct can be organized into four overlapping phases, each of which is documented through preserved evidence.
1. Phase 1 — Social Media Disparagement (November 2024 – February 2025)
On November 3, 2024, approximately two months after the Effective Date of the Separation Agreement and approximately two weeks after commencing employment at Meridian Healthworks, Farris published the following post on his Westmark Health IT profile, which is publicly accessible and had approximately 12,400 followers at the time:
"I spent four years at a company that treated its customers like ATMs and its employees like disposable parts. The culture at [AHT] is rotten from the top. If you're evaluating their platform, ask hard questions about data accuracy and uptime — you won't like the answers."
The post identified AHT by name (using the bracketed abbreviation) and was visible to Farris's extensive professional network within the healthcare technology industry, which includes current and prospective AHT clients, employees, and investors.
On November 18, 2024, Farris published a follow-up Westmark Health IT post:
"When a PE firm runs a healthcare company, patients are just revenue units. I watched Arbor Health inflate its NPS scores to close deals. The board doesn't care — only EBITDA matters."
This post directly named "Arbor Health" and made specific, factual assertions about AHT's business practices — namely, that the Company inflated its Net Promoter Score ("NPS") data to secure client contracts, and that its board of directors was indifferent to patient outcomes. The allegation of NPS inflation is a factual claim that AHT is engaged in deceptive or fraudulent sales practices.
On December 12, 2024, Farris published a post on X (formerly Fenmore Solutions), which was publicly accessible:
"Arbor Health's churn rate is 14% and climbing. Their 'best-in-class retention' pitch is pure fiction. I have the receipts."
This statement disclosed a purported financial performance metric — a 14% churn rate — that Farris presented as fact. Critically, this figure is demonstrably false. AHT's actual fiscal year 2024 gross logo churn rate is 8.2%, as verified by the Company's independent auditors, Clearwater Audit Partners LLP, and reflected in AHT's audited financial statements. Farris's claimed churn rate overstates actual churn by 71% and was designed to mislead AHT's clients and prospects about the Company's customer retention performance.
On February 3, 2025, Farris published a fourth Westmark Health IT post that escalated his misconduct by disclosing specific, confidential client pricing information:
"One of Arbor's top-5 health system clients pays $4.3M/yr and is about to walk. Management knows and is hiding it from investors."
This post disclosed the annual contract value of a specific AHT enterprise client — $4.3 million per year — which constitutes confidential pricing information squarely within the definition of "Confidential Information" under § 7 of the Separation Agreement. The post also implied that AHT management was concealing material adverse information from investors, an assertion that, if credited, could constitute securities fraud. The $4.3 million figure corresponds to the annual contract value of Lakeview Regional Health System, one of AHT's top-five enterprise clients by revenue, and its disclosure confirms that Farris was drawing on confidential information obtained during his tenure as CRO.
All four of the foregoing social media posts have been captured and preserved by Stonebridge Investigative Group LLC through forensic screenshots, including URL, timestamp, and metadata information.
2. Phase 2 — Podcast Appearances (January – March 2025)
In addition to his social media activity, Farris made two guest appearances on industry podcasts, during which he made additional disparaging and confidential disclosures.
On January 15, 2025, Farris appeared as a guest on The Digital Health Download, a healthcare technology industry podcast with approximately 28,000 monthly listeners. During the interview, Farris stated that AHT's platform has "serious clinical data integrity issues that they've papered over" and characterized AHT's leadership as "financially motivated to suppress quality concerns." These statements assert, as a matter of fact, that AHT's clinical data platform has integrity deficiencies that the Company has actively concealed, and that the Company's leadership has subordinated clinical quality to financial considerations. These are not expressions of opinion or rhetorical commentary; they are factual assertions about AHT's products and management that are capable of being proven true or false.
On March 4, 2025, Farris appeared on HealthTech Insider, a competing industry podcast with a larger audience of approximately 41,000 monthly listeners. During this appearance, Farris made several additional damaging statements. He stated that AHT's gross margin was "barely 55%" and declining — a claim that is materially inaccurate. AHT's actual fiscal year 2024 gross margin, as reflected in audited financial statements, is 68.7%. Farris's stated figure understates AHT's actual margin by nearly 14 percentage points and, if credited by market participants, would suggest a fundamentally different cost structure and business viability than exists in reality. Farris further characterized AHT's product as "legacy tech with a SaaS wrapper" and described Dr. Johansson's leadership as "delusional."
The disclosure of purported gross margin figures on a public podcast constitutes a clear violation of the confidentiality provision of the Separation Agreement, as financial performance metrics are expressly included in the definition of Confidential Information. The characterization of AHT's product and leadership constitutes additional disparagement in violation of § 6.
Full audio recordings and transcripts of both podcast episodes have been preserved by Stonebridge Investigative Group LLC.
3. Phase 3 — Client Solicitation (October 2024 – Present)
Following his hiring by Meridian Healthworks on October 21, 2024, Farris personally contacted at least four AHT enterprise clients in an effort to solicit their business on behalf of Meridian. Each of the four entities was an AHT customer during the twelve months preceding the Effective Date of the Separation Agreement and therefore falls within the definition of "Client" under § 8. Each solicitation contact occurred within the twenty-four month restricted period. The details of each solicitation are as follows:
Lakeview Regional Health System (Cleveland, Ohio). Lakeview is one of AHT's top-five enterprise clients, with an annual contract value of $4.3 million per year. The contract renewal date was April 1, 2025. On November 8, 2024, Farris sent a direct email to Dr. Nina Castellano, Lakeview's Vice President of Population Health, offering a "competitive transition package" at Meridian Healthworks. Dr. Castellano was Farris's primary client contact during his tenure as CRO. AHT has obtained a copy of this email from Lakeview. Lakeview formally notified AHT of its intent not to renew its contract by letter dated October 28, 2025.
Northbridge Community Health Network (Portland, Maine). Northbridge's annual contract value with AHT was $1.6 million per year, with a renewal date of March 1, 2025. On November 14, 2024, Farris sent Westmark Health IT direct messages to William Okafor, Northbridge's Chief Technology Officer, soliciting Northbridge's business for Meridian. AHT has obtained screenshots of these Westmark Health IT messages. Northbridge declined to renew its AHT contract effective March 1, 2025, and signed a replacement agreement with Meridian Healthworks on March 15, 2025. This is a confirmed client loss directly attributable to Farris's solicitation.
Prairieland Medical Group, P.C. (Omaha, Nebraska). Prairieland's annual contract value with AHT is $2.1 million per year, with a renewal date of July 1, 2025. On December 2, 2024, Farris placed a telephone call to Thomas Rourke, Prairieland's Chief Executive Officer. AHT has phone records confirming the call. The Prairieland account remains at risk, and the upcoming July 2025 renewal date makes injunctive relief particularly urgent.
Summit Atlantic Health Partners, LLC (Richmond, Virginia). Summit Atlantic's annual contract value with AHT is $3.7 million per year, with a renewal date of September 1, 2025. On January 22, 2025, Farris met in person with Angela Firth, Summit Atlantic's Chief Operating Officer, at an industry conference in Boston. AHT account team records document the meeting. Like Prairieland, the Summit Atlantic account remains at risk, with a renewal date within the restricted period.
The total annual contract value at risk from Farris's documented solicitation activity is $11.7 million per year. Of that amount, $5.9 million per year represents confirmed or probable losses: $1.6 million (Northbridge, confirmed loss) and $4.3 million (Lakeview, non-renewal notice received). The remaining $5.8 million per year (Prairieland and Summit Atlantic) remains at risk, with renewal dates falling within the restricted period.
4. Phase 4 — Employee Solicitation (Suspected)
In addition to soliciting AHT's clients, Farris is believed to have solicited at least two AHT employees in violation of § 9 of the Separation Agreement. On February 10, 2025, Renata Solis, Senior Sales Director at AHT, resigned her position. On February 24, 2025, Jerome Ashworth, also a Senior Sales Director at AHT, resigned. Both Solis and Ashworth subsequently joined Meridian Healthworks. Both had reported directly to Farris during his tenure as CRO, and both were among the most experienced and productive members of AHT's enterprise sales team.
AHT has obtained text message evidence indicating that Farris contacted both Solis and Ashworth prior to their resignations. The content and timing of these text messages suggest that Farris actively solicited their departures, although the precise content of the messages requires further forensic analysis and authentication by Stonebridge Investigative Group LLC, as discussed in Section V below.
5. Additional Reputational Harm
Beyond the direct client and employee losses described above, Farris's public statements have caused measurable harm to AHT's sales pipeline and market reputation. AHT's sales pipeline conversion rate — the percentage of qualified pipeline opportunities that convert to signed contracts — declined from 34% in the third quarter of fiscal year 2024 (the last full quarter before Farris's public statements began) to 21% in the first quarter of fiscal year 2025. This 13-percentage-point decline is a dramatic departure from AHT's historical performance and correlates directly with the timing and dissemination of Farris's disparaging public statements.
Moreover, at least three prospective AHT clients have cited "market concerns about Arbor's data quality" in their deal-loss feedback, language that is directly traceable to Farris's public assertions about AHT's data integrity and platform reliability. These deal-loss notes are maintained in AHT's customer relationship management system and will be produced in connection with the damages analysis.
D. Pre-Suit Demand and Defense Counsel Response
On September 15, 2025, Marcus Tremblay, AHT's General Counsel, sent a formal pre-suit demand letter to Farris at his home address, demanding that Farris (1) immediately cease all disparaging statements about AHT; (2) remove all offending social media posts; (3) cease all solicitation of AHT clients and employees; (4) return all separation consideration received under the Separation Agreement in accordance with the clawback provision of § 10; and (5) confirm compliance within fourteen days.
Rather than complying with the demand, Farris retained litigation counsel. On October 3, 2025, Constance A. Whitfield of Whitfield, Boone & Calloway LLP responded on Farris's behalf, denying all material allegations in the demand letter. Ms. Whitfield's response asserted that Farris's public statements were protected by the First Amendment and reflected matters of legitimate public concern, including healthcare data integrity and the influence of private equity ownership on healthcare companies. The response did not address the client solicitation or employee solicitation allegations in any detail and did not offer any substantive basis for disputing the confidentiality breach.
Following receipt of defense counsel's response, AHT retained Stonebridge Investigative Group LLC (Karen Velasco, Principal; 50 Milk Street, Suite 1600, Boston, Massachusetts 02109) on October 10, 2025 to conduct forensic preservation of Farris's public social media posts, podcast recordings, and related digital evidence. Stonebridge has completed its initial preservation efforts and has prepared an evidence preservation report, which will be submitted in support of the TRO/PI motion.
III. ANALYSIS OF CLAIMS
A. Count I: Breach of Contract — Non-Disparagement (Separation Agreement § 6)
1. Elements Under Massachusetts Law
To prevail on a claim for breach of contract under Massachusetts law, a plaintiff must establish: (1) the existence of a valid and binding contract; (2) a specific obligation under the contract; (3) breach of that obligation by the defendant; and (4) damages resulting from the breach. See Singarella v. City of Boston, 342 Mass. 385, 387 (1961); Brooks v. Vireo Assurance SunAmerica Life Assurance Co., 480 F.3d 579, 586 (1st Cir. 2007) (applying Massachusetts law). Each of these elements is readily satisfied here.
2. Application to Facts
Valid and binding contract. The Separation Agreement is a valid, binding contract between AHT and Farris. It was executed by both parties, supported by adequate consideration of $1,016,866 (substantially exceeding anything Farris was entitled to receive absent the agreement), and complies with all applicable legal requirements, including the OWBPA/ADEA consideration and revocation periods. Farris does not dispute the validity of the Separation Agreement; his counsel's October 3, 2025 response did not raise any challenge to the agreement's formation or enforceability.
Specific contractual obligation. Section 6 of the Separation Agreement unambiguously prohibits Farris from making "any written or oral statement that disparages, defames, or casts in a negative light [AHT], its products, services, officers, directors, employees, or investors." This language is broad, clear, and unambiguous. It encompasses any statement, in any medium, that is disparaging in nature, without limitation as to subject matter, audience, or forum.
Breach. Farris's post-separation statements constitute multiple, independent breaches of § 6. Specifically:
• The November 3, 2024 Westmark Health IT post described AHT's culture as "rotten from the top" and warned potential clients against AHT's platform — an unambiguously disparaging statement about the Company, its culture, and its products.
• The November 18, 2024 Westmark Health IT post accused AHT of inflating NPS scores to close deals and asserted that the board "doesn't care" about anything other than EBITDA — disparaging AHT's business practices, integrity, and board of directors.
• The December 12, 2024 X post claimed AHT's churn rate was 14% and that its "best-in-class retention" pitch was "pure fiction" — a disparaging and materially false statement about AHT's customer retention performance and the truthfulness of its sales representations.
• The February 3, 2025 Westmark Health IT post claimed that a top-5 client was "about to walk" and that management was "hiding it from investors" — disparaging AHT's client relationships, management competence, and investor communications.
• The January 15, 2025 Digital Health Download podcast statement asserted AHT had "serious clinical data integrity issues" that it had "papered over" and characterized leadership as "financially motivated to suppress quality concerns" — disparaging AHT's products, data integrity, and executive leadership.
• The March 4, 2025 HealthTech Insider podcast statement described AHT's product as "legacy tech with a SaaS wrapper," claimed the gross margin was "barely 55%," and called Dr. Johansson's leadership "delusional" — disparaging AHT's products, financial performance, and CEO.
Each of these statements independently constitutes a breach of § 6. Taken together, they demonstrate a deliberate, sustained, and escalating pattern of disparagement.
Damages. The disparaging statements have caused measurable harm to AHT, including a 13-percentage-point decline in pipeline conversion rates, confirmed client losses, deal-loss feedback attributable to Farris's statements, and reputational remediation costs. These damages are discussed in detail in Section VI below.
3. Likelihood of Success
We assess the likelihood of success on Count I as strong. The contractual language is clear and unambiguous. Farris's statements are not subject to reasonable interpretive dispute — they are plainly disparaging by any ordinary reading. The evidentiary record is robust, consisting of preserved screenshots, audio recordings, and transcripts. Massachusetts courts have consistently enforced non-disparagement provisions in separation and severance agreements where, as here, they are supported by adequate consideration. See, e.g., Spence v. Boston Edison Co., 390 Mass. 604, 610 (1983) (enforcing contractual release provisions where supported by consideration); A.R.S. Servs., Inc. v. Tarvick, 26 Mass. L. Rptr. 375 (Super. Ct. 2009) (enforcing non-disparagement clause in employment separation context).
The mutual nature of the non-disparagement obligation strengthens enforceability, as it demonstrates that both parties bargained for reciprocal protections, and AHT has complied with its reciprocal obligations. We have confirmed with Marcus Tremblay that no AHT officer at the VP level or above has made any statement about Farris that could be construed as disparaging.
B. Count II: Breach of Contract — Confidentiality (Separation Agreement § 7)
1. Elements. The elements of this claim are the same as for Count I: valid contract, specific obligation, breach, and damages. The applicable contractual provision is § 7 (Confidentiality) rather than § 6 (Non-Disparagement).
2. Application to Facts
Section 7 of the Separation Agreement obligates Farris to maintain in strict confidence all Confidential Information, as defined, for a period of five years following the Effective Date — through August 30, 2029. The definition of Confidential Information expressly encompasses client-specific pricing, financial results and projections, and other proprietary business data.
Farris has breached § 7 on at least three occasions:
• December 12, 2024 X post: Farris publicly disclosed a purported churn rate of 14%. Regardless of whether the stated figure is accurate (it is not — the actual figure is 8.2%), the disclosure of AHT's churn rate, or any figure purporting to be AHT's churn rate, constitutes disclosure of confidential financial metrics. Churn rate data is closely held internal performance information that AHT does not disclose publicly, and it falls squarely within the definition of "financial results" under § 7(a).
• February 3, 2025 Westmark Health IT post: Farris publicly disclosed the annual contract value of a specific AHT enterprise client ($4.3 million per year for a "top-5 health system client"). Client-specific pricing information is expressly enumerated as Confidential Information under § 7(a). This disclosure is among the most egregious breaches, as it reveals not only the pricing terms of a specific client relationship but also identifies the client's approximate ranking within AHT's portfolio, providing competitors with actionable intelligence regarding AHT's account concentration and largest revenue relationships.
• March 4, 2025 *HealthTech Insider* podcast: Farris publicly disclosed a purported gross margin of "barely 55%." Although this figure is materially inaccurate (actual gross margin is 68.7%), the disclosure of any figure purporting to represent AHT's gross margin constitutes a disclosure of confidential financial information. Gross margin data is a closely guarded financial metric that AHT shares only with its Board of Directors, senior leadership, auditors, and investors under confidentiality restrictions.
3. Likelihood of Success
We assess the likelihood of success on Count II as very strong. The information disclosed by Farris falls squarely within the express definition of Confidential Information. There is no ambiguity about whether client-specific pricing data and financial performance metrics constitute confidential information — they are the paradigmatic examples. Farris had no authorization to disclose this information, and the five-year confidentiality period is clearly within its operative term. The fact that some of the disclosed figures are inaccurate does not diminish the claim; the breach lies in the act of disclosure itself, and the dissemination of false figures arguably compounds the harm by creating market confusion about AHT's actual financial position.
C. Count III: Breach of Contract — Non-Solicitation of Clients (Separation Agreement § 8)
1. Elements. To prevail on a claim for breach of a non-solicitation covenant, AHT must establish: (1) the existence of a valid and enforceable restrictive covenant; (2) that the defendant engaged in solicitation activity prohibited by the covenant; (3) that the solicitation occurred within the restricted period; and (4) damages resulting from the breach. The enforceability analysis under Massachusetts law requires consideration of whether the restriction is reasonable in scope, duration, and geographic reach, and whether it is supported by adequate consideration.
2. Application to Facts
The non-solicitation of clients covenant in § 8 prohibits Farris from soliciting, diverting, or servicing any "Client" — defined as any AHT customer during the twelve months preceding the Effective Date or any active prospective customer in AHT's pipeline as of the Effective Date — for a period of twenty-four months following the Effective Date (through August 30, 2026).
Each of the four documented solicitation contacts falls within the restricted period:
• November 8, 2024 email to Dr. Castellano (Lakeview) — within the restricted period.
• November 14, 2024 Westmark Health IT messages to William Okafor (Northbridge) — within the restricted period.
• December 2, 2024 telephone call to Thomas Rourke (Prairieland) — within the restricted period.
• January 22, 2025 in-person meeting with Angela Firth (Summit Atlantic) — within the restricted period.
All four entities — Lakeview Regional Health System, Northbridge Community Health Network, Prairieland Medical Group, P.C., and Summit Atlantic Health Partners, LLC — were AHT customers during the twelve months preceding the Effective Date of August 30, 2024, and therefore satisfy the definition of "Client" under § 8. Farris, as the former CRO, was intimately familiar with each of these client relationships, having managed them directly during his tenure.
The nature of Farris's solicitation is unambiguous. He offered Lakeview a "competitive transition package" at Meridian, he sent direct messages to Northbridge's CTO on Westmark Health IT, he placed a phone call to Prairieland's CEO, and he met in person with Summit Atlantic's COO at an industry conference. These contacts were not incidental or social; they were deliberate, targeted commercial solicitations directed at AHT's most valuable enterprise clients with the express purpose of diverting their business to Farris's new employer.
The results of this solicitation are already manifest. Northbridge declined to renew its AHT contract effective March 1, 2025 and signed a replacement agreement with Meridian Healthworks just two weeks later, on March 15, 2025. Lakeview formally notified AHT of its intent not to renew by letter dated October 28, 2025. Combined, these confirmed and probable losses represent $5.9 million in annual contract value.
3. Enforceability Under Massachusetts Law
Massachusetts law on restrictive covenants has been significantly clarified by the Massachusetts Noncompetition Agreement Act, M.G.L. c. 149, § 24L (effective October 1, 2018). However, as an initial matter, it is important to note that § 24L principally governs "noncompetition agreements" — defined as agreements that restrict an individual from engaging in competitive activities. Non-solicitation covenants that are limited to prohibiting the solicitation of specific clients or employees, without restricting the individual's ability to work for a competitor generally, are generally not considered "noncompetition agreements" under the statute. See M.G.L. c. 149, § 24L(b)(vii) (exempting "nondisclosure or confidentiality agreements" and other agreements "not a noncompetition agreement"); Automile Holdings, LLC v. McGovern, 483 Mass. 797, 809 (2020) (distinguishing between non-compete and non-solicitation provisions).
Even to the extent a court were to apply § 24L's framework to the non-solicitation covenant in the Separation Agreement, the provision would satisfy the statute's requirements:
• Duration: The 24-month restricted period is within the maximum permitted by § 24L for non-compete agreements (12 months, or 24 months by agreement in specific circumstances). For non-solicitation covenants, which impose a less restrictive burden, 24 months is widely regarded as reasonable, particularly for a C-suite executive who had direct, personal relationships with the Company's largest clients.
• Consideration: Farris received $1,016,866 in separation consideration — an amount that far exceeds the "garden leave" or "other mutually-agreed upon consideration" required by § 24L. The substantial consideration paid to Farris underscores the reasonableness and enforceability of the covenant.
• Scope: The non-solicitation covenant is not a blanket prohibition on competitive employment. Farris is free to work for any employer, including a direct competitor, and is free to serve any clients who were not AHT clients during the relevant period. The restriction is narrowly limited to identified AHT clients and prospective clients, which is the least restrictive means of protecting AHT's legitimate business interests in its client relationships.
• No geographic limitation required: Client non-solicitation covenants are inherently bounded by the universe of identified client relationships rather than by geographic territory. Massachusetts courts do not require geographic limitations on client-specific non-solicitation provisions. See Boulanger v. Dunkin' Donuts Inc., 442 Mass. 635, 641 (2004).
4. Likelihood of Success
We assess the likelihood of success on Count III as strong. The documentary evidence of direct solicitation is compelling — a written email, Westmark Health IT messages, a confirmed phone call, and a documented in-person meeting. The definition of "Client" is clear and is matched by verifiable customer relationships. The confirmed business losses at Northbridge and Lakeview provide tangible evidence of damages flowing from the breach. The enforceability of the covenant under Massachusetts law is well-supported by the substantial consideration provided, the reasonable scope and duration of the restriction, and the senior executive context.
D. Count IV: Breach of Contract — Non-Solicitation of Employees (Separation Agreement § 9)
1. Application to Facts
Section 9 of the Separation Agreement prohibits Farris from recruiting, soliciting, or hiring any AHT employee, or encouraging any AHT employee to leave the Company, for the same twenty-four month restricted period (through August 30, 2026).
Two senior AHT sales directors — Renata Solis and Jerome Ashworth — resigned from AHT on February 10 and February 24, 2025, respectively. Both joined Meridian Healthworks shortly after their resignations. Both had reported directly to Farris during his tenure as CRO and were among AHT's most experienced and productive enterprise sales directors. The timing of their departures — within the restricted period and within weeks of each other — is consistent with a coordinated recruitment effort.
AHT has obtained text message evidence indicating that Farris contacted both Solis and Ashworth prior to their resignations. While the precise content of these messages requires further analysis, their existence establishes that Farris initiated contact with both employees during the restricted period, prior to their resignations, and prior to their joining Meridian.
2. Evidentiary Considerations
The strength of Count IV depends in significant part on the content and authentication of the text messages between Farris and Solis and Ashworth. Several evidentiary considerations are relevant:
• Authentication: The text messages must be properly authenticated under Massachusetts Rules of Evidence. AHT possesses copies of the messages as provided by Solis (who retained them on her personal device). Authentication may be accomplished through testimony from Solis (if cooperating) or through forensic analysis by Stonebridge Investigative Group LLC confirming the authenticity of the messages, including phone number verification, timestamp data, and message metadata.
• Content: Initial review suggests the messages reflect Farris initiating contact with Solis and Ashworth and discussing opportunities at Meridian. If the content expressly references employment opportunities, compensation, or encouragement to leave AHT, it will constitute powerful direct evidence of solicitation.
• Potential defense challenge: Farris may argue that Solis and Ashworth approached him rather than the other way around, and that he merely responded to unsolicited inquiries. This is a factual question that will turn on the content and sequence of the text messages. Initial indications are that Farris initiated the first contact in each exchange, which would defeat this defense.
We recommend that Stonebridge conduct a full forensic analysis of the available text message evidence and prepare a report suitable for submission in connection with the preliminary injunction motion or, if necessary, at trial.
3. Likelihood of Success
We assess the likelihood of success on Count IV as moderate to strong. The text messages, if authenticated and if their content confirms active solicitation by Farris, will provide direct evidence of breach. The circumstantial evidence — two former direct reports resigning within two weeks of each other and both joining Farris's new employer — is itself suggestive. The strength of this count will increase as the evidentiary record is developed through forensic analysis and, potentially, through the depositions of Solis and Ashworth.
E. Count V: Violation of Massachusetts Trade Secrets Act (M.G.L. c. 93, § 42)
1. Elements. The Massachusetts Trade Secrets Act, M.G.L. c. 93, §§ 42–42G (the "MTSA"), provides a cause of action for misappropriation of trade secrets. To establish a claim under the MTSA, a plaintiff must demonstrate: (1) the existence of a "trade secret" as defined by the statute; (2) "misappropriation" of that trade secret (through improper acquisition, disclosure, or use); and (3) damages resulting from the misappropriation. See M.G.L. c. 93, § 42; Jet Spray Cooler, Inc. v. Crampton, 361 Mass. 835, 840 (1972).
Under the MTSA, a "trade secret" is defined as information, including technical or non-technical data, a formula, pattern, compilation, program, device, method, technique, process, financial data, or a list of actual or potential customers or suppliers, that: (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. See M.G.L. c. 93, § 42.
2. Application to Facts
The information disclosed by Farris falls within the statutory definition of trade secrets. Specifically:
• Client-specific pricing data ($4.3M ACV for a top-5 health system client): Client-specific contract values are paradigmatic trade secrets. This information derives independent economic value from its confidentiality — knowledge of AHT's pricing enables competitors to undercut its rates and poach its clients — and AHT takes reasonable measures to maintain its secrecy, including restricting access to pricing information to senior sales leadership, finance personnel, and the Board.
• Churn rate data (whether stated accurately or not): Customer retention metrics are closely held internal performance data that provide competitive intelligence regarding the stability and attractiveness of a SaaS platform. Churn rate information is not publicly reported by AHT and is shared only under confidentiality restrictions with investors and the Board.
• Gross margin data: Financial performance metrics, including gross margin, are the quintessential confidential business information. AHT's gross margin is not publicly disclosed and is known only to senior management, the Board, investors (under NDA), and auditors.
Farris's public disclosure of each of these categories of information on social media and podcasts constitutes "disclosure" under the MTSA. The disclosure was unauthorized, was not consented to by AHT, and was made for the purpose of harming AHT and advancing Farris's competitive interests at Meridian Healthworks.
Reasonable measures to protect secrecy. AHT maintains comprehensive confidentiality protections, including: (1) the Separation Agreement, which expressly obligates Farris to maintain confidentiality under § 7; (2) AHT's general employee confidentiality and proprietary information agreement, which Farris signed upon his initial hiring in September 2020; (3) restricted access controls on AHT's financial systems, limiting access to pricing, revenue, and margin data to authorized personnel; (4) password-protected databases and role-based access to the Company's CRM and financial reporting systems; and (5) standard confidentiality markings on internal financial reports and board materials. These measures collectively satisfy the "reasonable under the circumstances" standard.
3. Additional Remedies Available
The MTSA provides enhanced remedies beyond ordinary breach of contract damages:
• Injunctive relief: M.G.L. c. 93, § 42A authorizes courts to grant injunctive relief to prevent actual or threatened misappropriation.
• Damages: M.G.L. c. 93, § 42B provides for recovery of both actual loss caused by misappropriation and unjust enrichment caused by misappropriation that is not taken into account in computing actual loss.
• Exemplary damages: In cases of "willful and malicious misappropriation," § 42B authorizes the court to award exemplary damages in an amount not exceeding twice the damages awarded. This provision could significantly increase AHT's recovery.
• Attorneys' fees: In cases of willful and malicious misappropriation, § 42B also authorizes recovery of reasonable attorneys' fees.
Farris's conduct — publicly disclosing false financial metrics to damage AHT's reputation while simultaneously soliciting AHT's clients for the benefit of a direct competitor — presents a strong basis for a finding of willful and malicious intent. The deliberate, public, and repeated nature of the disclosures, combined with their demonstrable falsity and competitive motivation, supports the inference that Farris acted with the specific intent to harm AHT and benefit himself and Meridian.
4. Likelihood of Success
We assess the likelihood of success on Count V as moderate to strong. The key litigation issue will be whether AHT took "reasonable measures" to protect the secrecy of the disclosed information and whether the information constitutes a "trade secret" as opposed to general industry knowledge. Client-specific pricing data and detailed financial metrics (churn rate, gross margin) are strong candidates for trade secret protection, as they derive clear economic value from their confidentiality and are maintained under robust security measures. General characterizations of corporate culture or leadership quality, by contrast, do not constitute trade secrets and are not the basis of this count. The strength of this claim is enhanced by the fact that Farris was subject to both an employment-era confidentiality agreement and the Separation Agreement, establishing a clear duty of confidentiality that further evidences AHT's reasonable efforts to protect its proprietary information.
F. Count VI: Tortious Interference with Business Relations
1. Elements Under Massachusetts Law
Under Massachusetts law, a claim for tortious interference with business relations requires: (1) the existence of a business relationship or a reasonably anticipated business relationship between the plaintiff and a third party; (2) the defendant's knowledge of that relationship; (3) the defendant's intentional and improper interference with that relationship; and (4) actual loss or damage resulting from the interference. See United Truck Leasing Corp. v. Geltman, 406 Mass. 811, 812 (1990); Crestline Growth Partners v. Cashman, 448 Mass. 255, 260 (2007).
2. Application to Facts
Existing business relationships. AHT had existing contractual relationships with each of the four solicited clients: Lakeview Regional Health System ($4.3M ACV), Prairieland Medical Group ($2.1M ACV), Summit Atlantic Health Partners ($3.7M ACV), and Northbridge Community Health Network ($1.6M ACV). These were active, revenue-generating customer relationships governed by multi-year agreements. In addition, AHT had reasonably anticipated business relationships with prospective clients in its sales pipeline that were disrupted by Farris's public statements.
Knowledge. Farris, as AHT's former CRO, had intimate, first-hand knowledge of each of these client relationships. He managed these accounts directly, knew the key decision-makers by name, understood the contract terms and renewal dates, and was aware of the strategic importance of each account to AHT's revenue base.
Intentional and improper interference. Farris's solicitation of AHT's clients was deliberate and targeted. His email to Dr. Castellano at Lakeview, his Westmark Health IT messages to William Okafor at Northbridge, his call to Thomas Rourke at Prairieland, and his in-person meeting with Angela Firth at Summit Atlantic were each purposeful commercial contacts designed to divert AHT's customers to Meridian Healthworks. Similarly, Farris's public statements — which falsely characterized AHT's churn rate, gross margin, data integrity, and leadership — were designed to undermine AHT's credibility with current and prospective clients and to create a competitive advantage for Meridian.
Actual loss. Northbridge did not renew its contract and signed with Meridian. Lakeview has issued a non-renewal notice. At least three prospective clients cited "market concerns about Arbor's data quality" — directly attributable to Farris's statements — in their deal-loss feedback. AHT's pipeline conversion rate declined by 13 percentage points.
3. "Improper" Interference Standard
Massachusetts law requires that the interference be "improper" to be actionable. The Supreme Judicial Court has identified several factors relevant to this determination, including: (a) the nature of the actor's conduct; (b) the actor's motive; (c) the interests of the party with which the actor interferes; (d) the interests sought to be advanced by the actor; (e) the social interests in protecting the freedom of action of the actor and the contractual interests of the other; (f) the proximity or remoteness of the actor's conduct to the interference; and (g) the relations between the parties. See United Truck Leasing, 406 Mass. at 816.
Farris's conduct is "improper" under any reasonable analysis. His interference involved: (1) breach of contract — specifically, violation of the non-solicitation and confidentiality covenants in the Separation Agreement, for which he received over $1 million in consideration; (2) publication of knowingly false statements of fact about AHT's financial performance and data integrity; and (3) use of confidential information obtained during his employment to target AHT's most valuable client relationships for competitive solicitation. Each of these constitutes an independently "improper" means of interference. See Pemberton v. Draughon, 33 Mass. App. Ct. 573, 577 (1992) (breach of confidentiality obligation constitutes improper means); Weber v. Community Teamwork, Inc., 434 Mass. 761, 781 (2001) (improper means include conduct independently unlawful or in violation of established standards of trade).
4. Likelihood of Success
We assess the likelihood of success on Count VI as strong, particularly as to the four solicited clients with documented contacts and resulting business losses. The evidence of intentional, targeted solicitation of known AHT clients using improper means (breach of contract, use of confidential information, and publication of false statements) is well-documented. The causal connection between Farris's conduct and AHT's client losses is supported by the timing of the solicitation contacts, the clients' subsequent non-renewal decisions, and Northbridge's signing with Meridian within two weeks of its AHT contract expiration.
G. Count VII: Defamation / Business Disparagement
1. Elements. Under Massachusetts law, a claim for defamation requires: (1) a false and defamatory statement of fact concerning the plaintiff; (2) publication of the statement to one or more third parties; (3) fault on the part of the defendant (at minimum, negligence; actual malice if the plaintiff is a public figure or the statement involves a matter of public concern); and (4) either damages presumed by law (defamation per se) or special damages (actual economic loss). See Dulgarian v. Stone, 420 Mass. 843, 847 (1995); Milkovich v. Lorain Journal Co., 497 U.S. 1, 19-20 (1990).
A related claim for business disparagement (also known as injurious falsehood or trade libel) requires: (1) a false statement of fact; (2) published to third parties; (3) with knowledge of falsity or reckless disregard as to truth; (4) that is directed at the plaintiff's business or product; and (5) that results in special damages (pecuniary loss). See Damon v. Moore, 520 F.3d 98, 106 (1st Cir. 2008) (applying Massachusetts law).
2. Application to Facts — Specific False Statements
AHT should focus its defamation claim on statements by Farris that are demonstrably false assertions of fact, as distinguished from expressions of opinion or rhetorical hyperbole. The strongest candidates are:
• Churn rate claim (December 12, 2024 X post): Farris stated that AHT's churn rate is "14% and climbing." AHT's actual FY 2024 gross logo churn rate is 8.2%, as confirmed by Clearwater Audit Part

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

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