1010-00005 · Arbor Health Technologies Inc · Pleadings

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COMMONWEALTH OF MASSACHUSETTS

SUFFOLK COUNTY SUPERIOR COURT

ARBOR HEALTH TECHNOLOGIES INC.,

Plaintiff,

DESMOND R. FARRIS,

Defendant.

Civil Action No. ________________ (To be assigned upon filing)

MEMORANDUM OF LAW IN SUPPORT OF PLAINTIFF ARBOR HEALTH TECHNOLOGIES INC.'S MOTION FOR TEMPORARY RESTRAINING ORDER AND PRELIMINARY INJUNCTION

Filed: November 21, 2025

Samuel Eklund (BBO No. 658421), Responsible Partner Linda Osei (BBO No. 673890) Hannah Brinkley (BBO No. 691247) Patrick Gallagher (BBO No. 702318)

CALDERWOOD & HARKNESS LLP 100 High Street, 26th Floor Boston, MA 02110 Telephone: (617) 555-4200 Facsimile: (617) 555-4201

Email: seklund@calderwoodharkness.com

Email: losei@calderwoodharkness.com

Email: hbrinkley@calderwoodharkness.com

Email: pgallagher@calderwoodharkness.com

Counsel for Plaintiff Arbor Health Technologies Inc.

TABLE OF AUTHORITIES

Cases:

Statutes and Rules:

Other Authorities:

I. PRELIMINARY STATEMENT

Plaintiff Arbor Health Technologies Inc. ("AHT") respectfully submits this Memorandum of Law in support of its Motion for a Temporary Restraining Order and Preliminary Injunction against Defendant Desmond R. Farris ("Farris"). This case arises from a former senior executive's brazen and systematic campaign to destroy the company he once led commercially — a campaign launched within weeks of receiving over one million dollars in separation benefits, and one that continues unabated as of the date of this filing.

AHT is a Delaware corporation headquartered at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110. It is a leading provider of healthcare services technology and software-as-a-service ("SaaS") solutions, specializing in population health management and value-based care analytics for health systems, physician groups, and managed care organizations across the United States. AHT generates approximately $187.4 million in annual recurring revenue ("ARR") and employs approximately 620 professionals. The company's mission — to enable healthcare organizations to deliver better patient outcomes at lower cost — depends critically on its reputation for data integrity, platform reliability, and trustworthy partnerships with its enterprise clients.

Farris served as AHT's Chief Revenue Officer ("CRO") from September 8, 2020 through August 9, 2024. In that capacity, he was among the most senior executives in the organization, reporting directly to Chief Executive Officer Dr. Annika Johansson. He was entrusted with AHT's most sensitive confidential information: its complete client roster, client-specific pricing data, contract renewal schedules, financial performance metrics, product development roadmaps, and strategic growth plans. He was, in every meaningful sense, the custodian of AHT's most valuable commercial relationships.

Farris's employment ended on August 9, 2024. Upon his departure, AHT and Farris negotiated and executed a Separation Agreement and General Release (the "Separation Agreement"), a copy of which is attached hereto as Exhibit A. Farris signed the Separation Agreement on August 26, 2024, within the twenty-one-day consideration period required under the Older Workers Benefit Protection Act ("OWBPA"). The seven-day revocation period expired without revocation on August 30, 2024, which constitutes the "Effective Date" of the Separation Agreement.

Under the Separation Agreement, Farris received total separation consideration of $1,016,866. This sum comprised: (a) $577,500 in cash severance, representing eighteen months of his $385,000 annual base salary; (b) $39,366 in COBRA premium subsidies covering eighteen months of continued health insurance; and (c) accelerated vesting of 62,500 previously unvested stock options with a strike price of $4.80 per share, yielding an estimated spread of $400,000 based on the fair market value of $11.20 per share at the time of separation. This was generous consideration by any measure — more than 2.6 times Farris's annual base salary — and it was provided in exchange for, among other things, Farris's binding commitments to non-disparagement (§ 6), confidentiality (§ 7), non-solicitation of clients (§ 8), and non-solicitation of employees (§ 9).

Within weeks of the Separation Agreement's Effective Date — and within weeks of commencing employment at Meridian Healthworks, Inc. ("Meridian"), a direct AHT competitor — Farris launched a systematic, multi-front campaign to destroy AHT's reputation and raid its customer base. This campaign has included, but is not limited to, the following:

Public Disparagement. Farris published a series of false and disparaging statements about AHT on Westmark Health IT (where he has approximately 12,400 followers) and on X (formerly Fenmore Solutions). He appeared on two industry podcasts — The Digital Health Download (estimated 28,000 monthly listeners) and HealthTech Insider (estimated 41,000 monthly listeners) — where he made additional false and defamatory statements about AHT's platform, financial performance, and leadership.

Disclosure of Confidential Information. In his social media posts and podcast appearances, Farris disclosed AHT's confidential financial metrics — including client-specific pricing information and financial performance data — and materially misrepresented them in the process. He publicly stated that AHT's churn rate was "14% and climbing," when in fact AHT's actual gross logo churn for fiscal year 2024 was 8.2%, as verified by Clearwater Audit Partners LLP, AHT's independent auditors. He publicly stated that AHT's gross margin was "barely 55%," when the audited figure was 68.7%.

Client Solicitation. Farris personally solicited at least four of AHT's largest enterprise clients — Lakeview Regional Health System, Prairieland Medical Group, P.C., Summit Atlantic Health Partners, LLC, and Northbridge Community Health Network — representing a combined $11.7 million per year in at-risk annual contract value. These solicitations were conducted on behalf of his new employer, Meridian Healthworks, in direct contravention of the twenty-four-month client non-solicitation covenant in § 8 of the Separation Agreement.

Employee Solicitation. Two of AHT's senior sales directors — Renata Solis and Jerome Ashworth, both of whom reported to Farris during his tenure — resigned in February 2025 and immediately joined Meridian. AHT possesses text message evidence demonstrating that Farris contacted both individuals prior to their resignations.

The consequences of Farris's misconduct have been devastating and continue to escalate. AHT has already lost $5.9 million per year in confirmed or probable annual contract value. Its sales pipeline conversion rate has plummeted from 34% to 21%, with prospective clients expressly citing "market concerns about Arbor's data quality" — language directly traceable to Farris's false public statements. AHT has incurred $340,000 in reputational remediation costs. And the harm grows with each passing day: Farris's disparaging posts remain online, the podcast episodes remain publicly accessible, and Farris remains employed by Meridian in a client-facing commercial role with continued access to the very relationships he built while at AHT.

AHT has made every reasonable effort to resolve this matter short of litigation. General Counsel Marcus Tremblay sent a pre-suit demand letter to Farris on September 15, 2025. Farris retained counsel, and on October 3, 2025, his attorney Constance A. Whitfield of Whitfield, Boone & Calloway LLP responded by denying all material allegations and asserting First Amendment and public interest defenses. Undersigned counsel sent a follow-up demand on November 19, 2025, demanding compliance within forty-eight hours. No compliance was received.

AHT now seeks emergency injunctive relief. The record before the Court establishes an overwhelming case on each of the four factors necessary for the issuance of a temporary restraining order and preliminary injunction under Massachusetts law: (1) a clear likelihood of success on the merits; (2) ongoing and escalating irreparable harm; (3) a balance of hardships that overwhelmingly favors AHT; and (4) an injunction that is consistent with the public interest. AHT respectfully urges the Court to act swiftly to halt the ongoing destruction of its business.

II. STATEMENT OF FACTS

The following facts are drawn from the Affidavits of Dr. Annika Johansson (Exhibit L) and Marcus Tremblay (Exhibit M), and from the documentary exhibits referenced herein, all of which are submitted concurrently with this Memorandum.

A. The Parties

Arbor Health Technologies Inc. AHT is a Delaware corporation duly qualified and doing business in the Commonwealth of Massachusetts, with its principal place of business at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110. Johansson Aff. ¶ 3. Founded in 2013, AHT developed and operates a cloud-based SaaS platform that enables healthcare organizations — including integrated health systems, physician groups, accountable care organizations, and managed care plans — to manage population health and deliver value-based care analytics. Id. ¶ 4. AHT's platform ingests and synthesizes clinical, claims, and administrative data to produce actionable insights that help its clients improve quality outcomes, reduce avoidable utilization, and optimize risk-adjusted reimbursement. Id. ¶ 5.

AHT generates fiscal year 2024 annual recurring revenue of approximately $187.4 million and employs approximately 620 individuals across its Boston headquarters, a product development center in Durham, North Carolina, and regional client services offices in Chicago, Illinois and Atlanta, Georgia. Id. ¶¶ 6–7. AHT's client base consists of approximately ninety enterprise healthcare organizations, with a concentration among large multi-hospital health systems and multi-specialty physician groups. Id. ¶ 8. Enterprise client relationships in this market are characterized by long sales cycles (typically twelve to eighteen months), deep operational integration, and multi-year contract terms, typically ranging from three to five years. Id. ¶ 9. AHT's average enterprise contract is valued at approximately $2.1 million per year, and its top-tier client contracts range from $3 million to $5 million per year. Id. ¶ 10.

In June 2021, Ridgeline Capital Partners, LP ("Ridgeline"), a Boston-based healthcare-focused private equity firm, acquired a majority equity interest in AHT for an enterprise value of $415 million. Johansson Aff. ¶ 11. Ridgeline's investment thesis was predicated, in significant part, on AHT's premium market positioning, the strength and stability of its enterprise client relationships, and the company's brand reputation for data integrity and clinical accuracy. Id. ¶ 12. The company's current leadership includes Dr. Annika Johansson (Chief Executive Officer), Marcus Tremblay (General Counsel), Elaine Matsuda (Chief Financial Officer), and Vikram Deshpande (Chair of the Board of Directors). Id. ¶ 13.

Desmond R. Farris. Farris served as AHT's Chief Revenue Officer from September 8, 2020 through August 9, 2024. Tremblay Aff. ¶ 5. As CRO, Farris was the most senior commercial executive in the organization, with direct oversight of all sales, client success, and business development functions. Id. ¶ 6. He reported directly to Dr. Johansson and served as a member of AHT's Executive Leadership Team. Id. ¶ 7. Farris's final annual base salary was $385,000, and during his tenure he earned additional compensation through annual cash bonuses, equity grants, and performance incentives. Id. ¶ 8.

By virtue of his role, Farris had direct, personal access to AHT's most sensitive and competitively significant confidential information, including, without limitation: (a) the company's complete client list and all client-specific contract terms, including pricing, annual contract value, contract duration, and renewal dates; (b) AHT's internal financial performance metrics, including churn rates, gross margins, EBITDA, and revenue projections; (c) the company's sales pipeline data, including the identity and status of all prospective clients; (d) AHT's product development roadmap and technology strategy; and (e) strategic plans prepared for and reviewed by the Board of Directors and Ridgeline Capital Partners. Johansson Aff. ¶ 15; Tremblay Aff. ¶ 9.

Farris developed and maintained direct personal relationships with AHT's largest enterprise clients. Over the course of his nearly four-year tenure, he was the primary senior executive contact for approximately thirty of AHT's top-tier clients, regularly participating in quarterly business reviews, contract renewal negotiations, and strategic planning sessions with senior leaders at those organizations. Johansson Aff. ¶ 16.

Farris's employment with AHT ended on August 9, 2024. Tremblay Aff. ¶ 11. He currently resides at 47 Briarcliff Lane, Wellesley, Massachusetts 02481. Id. ¶ 12. On October 21, 2024 — less than two months after the Effective Date of his Separation Agreement — Farris commenced employment as Senior Vice President, Commercial Strategy at Meridian Healthworks, Inc. ("Meridian"), located at 1 Kendall Square, Building 200, Suite 600, Cambridge, Massachusetts 02139. Id. ¶ 13. Meridian is a direct competitor of AHT, offering a competing population health management and value-based care analytics platform to many of the same health system and physician group customers that AHT serves. Johansson Aff. ¶ 18. Farris's role at Meridian is client-facing and commercially oriented, placing him in a position to leverage the confidential information and client relationships he acquired during his tenure at AHT. Id. ¶ 19.

Farris is represented by Constance A. Whitfield and Jared Norcross of Whitfield, Boone & Calloway LLP, 200 Ashbury Asset Advisors, Suite 3100, Boston, Massachusetts 02109. Tremblay Aff. ¶ 14.

B. The Separation Agreement

The Separation Agreement was presented to Farris on August 9, 2024, his last day of employment at AHT. Tremblay Aff. ¶ 15; Separation Agreement (Ex. A). In accordance with the requirements of the Older Workers Benefit Protection Act, 29 U.S.C. § 626(f), Farris was provided a twenty-one-day consideration period during which to review and consult with counsel regarding the Separation Agreement. Id. ¶ 16. Farris executed the Separation Agreement on August 26, 2024, within the twenty-one-day consideration period. Id. ¶ 17. He was further provided a seven-day revocation period following execution. Id. The revocation period expired without revocation on August 30, 2024, which constitutes the "Effective Date" of the Separation Agreement. Id. ¶ 18.

The Separation Agreement is governed by Massachusetts law. Separation Agreement § 14. It contains a forum selection clause designating the Suffolk County Superior Court as the exclusive forum for any disputes arising under or related to the Agreement. Id. § 15.

Separation Consideration. In exchange for Farris's execution of a general release of claims and his assumption of the post-employment restrictive covenants described below, AHT agreed to provide Farris with total separation consideration valued at $1,016,866, consisting of three components:

(a) Cash Severance (§ 3(a)): A lump-sum cash payment of $577,500, representing eighteen months of Farris's final annual base salary of $385,000, payable within thirty days of the Effective Date, less applicable tax withholdings.

(b) COBRA Subsidy (§ 3(b)): Continued subsidization of Farris's COBRA health insurance premiums in the amount of $2,187 per month for a period of eighteen months following the Effective Date, representing a total subsidy value of $39,366.

(c) Accelerated Equity Vesting (§ 3(c)): Accelerated vesting of 62,500 previously unvested stock options granted to Farris under AHT's 2019 Equity Incentive Plan, at a strike price of $4.80 per share. Based on the fair market value of AHT's common stock of $11.20 per share as of the date of separation (determined by an independent 409A valuation conducted by Pinnacle Valuation Group, LLC), the estimated spread value of these accelerated options was ($11.20 − $4.80) × 62,500 = $400,000.

The total value of the separation consideration — $1,016,866 — represents approximately 2.64 times Farris's final annual base salary. Tremblay Aff. ¶ 22. This consideration was paid and provided in full; AHT has honored all of its obligations under the Separation Agreement. Id. ¶ 23.

Non-Disparagement Covenant (§ 6). Section 6 of the Separation Agreement provides, in relevant part:

"Employee agrees that he shall not make any written or oral statement, whether in public or private, that disparages, defames, or casts in a negative light the Company, its products, services, technology, business practices, officers, directors, employees, agents, or investors. This obligation shall survive the termination of Employee's employment and shall continue in effect indefinitely."

The non-disparagement obligation is mutual. AHT's reciprocal obligation is limited to "official corporate communications and statements by officers at the level of Vice President or above." Separation Agreement § 6(b).

Confidentiality Covenant (§ 7). Section 7 obligates Farris to maintain in strict confidence all "Confidential Information" of AHT for a period of five years following the Effective Date — through August 30, 2029. The Agreement defines "Confidential Information" broadly to include, without limitation:

"client lists, client contact information, client-specific pricing and contract terms, financial results, financial projections, revenue data, churn and retention metrics, product roadmaps, technology architecture, strategic plans, marketing strategies, competitive analyses, employee compensation data, and any other information that derives economic value from not being generally known to the public."

Separation Agreement § 7(a). Farris specifically acknowledged that the Confidential Information constitutes valuable trade secrets and proprietary information of AHT and that unauthorized disclosure would cause irreparable harm. Id. § 7(c).

Non-Solicitation of Clients Covenant (§ 8). For a period of twenty-four months following the Effective Date — through August 30, 2026 — Farris agreed that he would not, directly or indirectly:

"solicit, divert, service, or attempt to solicit, divert, or service any Client for the purpose of providing products or services that are competitive with the Company's products or services."

The term "Client" is defined as "any entity that was a customer of the Company at any time during the twelve (12) months preceding the Effective Date, or any entity that was an active prospective customer in the Company's sales pipeline as of the Effective Date." Separation Agreement § 8(a)–(b).

Non-Solicitation of Employees Covenant (§ 9). For the same twenty-four-month restricted period (through August 30, 2026), Farris agreed not to:

"recruit, solicit, hire, or attempt to recruit, solicit, or hire any employee of the Company, or encourage, induce, or assist any employee of the Company to terminate his or her employment with the Company."

Separation Agreement § 9.

Clawback, Repayment, and Injunctive Relief Provisions (§ 10). Section 10 of the Separation Agreement provides that upon any material breach by Farris of Sections 6 through 9:

(a) AHT shall have the right to immediately cease all remaining separation payments (including COBRA subsidies);

(b) Farris shall be obligated to return all separation consideration previously paid or provided, including the net after-tax value of the cash severance, the value of the COBRA subsidies received, and the value realized from the exercise of the accelerated stock options;

(c) AHT shall be entitled to seek and obtain immediate injunctive relief, including a temporary restraining order and preliminary injunction, in any court of competent jurisdiction, without the requirement of posting a bond or other security; and

(d) In addition to injunctive relief and clawback rights, any breach of Section 6 (Non-Disparagement) or Section 7 (Confidentiality) shall entitle AHT to liquidated damages in the amount of $250,000, "plus actual damages to the extent they exceed such liquidated damages amount."

Critically, § 10(c) contains Farris's express acknowledgment that a breach of any of the restrictive covenants "will cause irreparable injury and harm to the Company for which monetary damages alone would not be an adequate remedy." Separation Agreement § 10(c).

Prevailing Party Attorneys' Fees (§ 16). Section 16 provides that the prevailing party in any litigation arising under or related to the Separation Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

C. Farris's Breaches of the Separation Agreement

The evidence demonstrates that Farris has engaged in a sustained, multi-front campaign of contractual breaches commencing in November 2024 — less than three months after the Effective Date of the Separation Agreement — and continuing through the date of this filing. AHT details each category of breach below.

1. Social Media Disparagement and Disclosure of Confidential Information (November 2024 – February 2025). Beginning in November 2024, Farris published a series of posts on Westmark Health IT (where he maintains approximately 12,400 followers) and on X (formerly Fenmore Solutions) that contain false, disparaging, and defamatory statements about AHT, its products, its leadership, and its investors. These posts also disclosed AHT's confidential financial and client information. Each post is documented in screenshots preserved by Stonebridge Investigative Group LLC, a professional digital forensics and investigative firm retained by AHT on October 10, 2025. The screenshots are authenticated and attached as exhibits to the Affidavit of Marcus Tremblay.

November 3, 2024 — Westmark Health IT Post (Exhibit B-1). On November 3, 2024, Farris published the following statement on his Westmark Health IT profile:

"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."

This post directly disparages AHT, its corporate culture, its leadership ("rotten from the top"), and the quality and reliability of its platform. It was published to Farris's approximately 12,400 Westmark Health IT followers, which include numerous healthcare industry executives, prospective AHT clients, and AHT employees. The post constitutes a clear violation of § 6 of the Separation Agreement.

November 18, 2024 — Westmark Health IT Post (Exhibit B-2). On November 18, 2024, Farris published a second 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 disparages AHT, its management, its board of directors, and its investors (specifically Ridgeline Capital Partners). The accusation that AHT "inflate[d] its NPS scores to close deals" is a specific factual assertion imputing fraud and dishonesty to AHT. The claim that "the board doesn't care — only EBITDA matters" disparages AHT's directors, including Board Chair Vikram Deshpande, by suggesting they are indifferent to patient welfare and clinical quality. This post violates § 6.

December 12, 2024 — X (Formerly Fenmore Solutions) Post (Exhibit C). On December 12, 2024, Farris posted the following on X:

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

This post is both disparaging and factually false. AHT's actual gross logo churn rate for fiscal year 2024 is 8.2%, as verified by Clearwater Audit Partners LLP, AHT's independent auditors. Tremblay Aff. ¶ 36; Ex. H. The statement overstates AHT's churn rate by approximately 71% — a massive and material misrepresentation. This post violates § 6 (non-disparagement) and § 7 (confidentiality), as it discloses AHT's internal churn metrics, which are confidential and not publicly available. Moreover, by claiming to "have the receipts," Farris implies he possesses and may further disclose AHT's confidential internal documents and data.

February 3, 2025 — Westmark Health IT Post (Exhibit B-3). On February 3, 2025, Farris posted the following on Westmark Health IT:

"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 is particularly damaging. First, it discloses client-specific pricing information — that one of AHT's top-five health system clients pays $4.3 million per year. This is quintessential Confidential Information under § 7(a) of the Separation Agreement. Second, the $4.3 million annual contract value corresponds to Lakeview Regional Health System's contract with AHT, making the client's identity readily identifiable to industry participants who know AHT's client roster. Johansson Aff. ¶ 39. Third, the statement disparages AHT's management by accusing them of "hiding" material adverse information "from investors" — an accusation that imputes dishonesty and potential securities fraud. This post violates both § 6 and § 7.

Preservation and Authentication. All of the foregoing social media posts have been preserved through forensic screenshots captured by Stonebridge Investigative Group LLC, including metadata verification confirming the dates of publication, the identity of the posting account, and the public availability of each post. Tremblay Aff. ¶ 42. As of the date of this filing, none of these posts have been deleted or removed. Id. ¶ 43.

2. Podcast Appearances (January – March 2025). In addition to his social media activity, Farris made two appearances on industry podcasts during which he made further false and disparaging statements about AHT, its platform, and its leadership. Full recordings and transcripts of both podcast episodes have been preserved by Stonebridge Investigative Group LLC and are attached as Exhibits D and E.

January 15, 2025 — *The Digital Health Download* Podcast (Exhibit D). On January 15, 2025, Farris appeared as a guest on The Digital Health Download, a healthcare technology podcast with an estimated audience of approximately 28,000 monthly listeners. Tremblay Aff. ¶ 44. During the interview, Farris made the following statements, among others:

• He stated that AHT's platform has "serious clinical data integrity issues that they've papered over," directly impugning the reliability and accuracy of AHT's core technology;

• He claimed that he "raised this internally and was told to shut up," implying that AHT's leadership knowingly suppressed quality concerns and silenced internal critics; and

• He characterized AHT's leadership as "financially motivated to suppress quality concerns," suggesting that AHT's officers and directors prioritized revenue over patient safety.

These statements are defamatory, false, and violate § 6. Notably, during his tenure as CRO, Farris never raised any concern about clinical data integrity through any formal or informal channel. Johansson Aff. ¶ 47. AHT's platform undergoes annual SOC 2 Type II audits and maintains HITRUST CSF certification, both of which validate the integrity and security of its data processing. Id. ¶ 48.

March 4, 2025 — *HealthTech Insider* Podcast (Exhibit E). On March 4, 2025, Farris appeared on HealthTech Insider, a healthcare technology podcast with an estimated audience of approximately 41,000 monthly listeners — a substantially larger platform than his first podcast appearance. Tremblay Aff. ¶ 50. During this interview, Farris made the following statements, among others:

• He stated that AHT's gross margin was "barely 55%" and declining. AHT's actual gross margin for fiscal year 2024 is 68.7%, as verified by Clearwater Audit Partners LLP. Tremblay Aff. ¶ 51; Ex. H. Farris's claim understates AHT's actual gross margin by nearly 14 percentage points — a material misstatement that would, if believed, significantly undermine investor and client confidence in AHT's business model and financial health;

• He characterized AHT's product as "legacy tech with a SaaS wrapper," a statement designed to impugn the modernity and technological sophistication of AHT's platform; and

• He described Dr. Johansson's leadership as "delusional," a personal attack on AHT's CEO that is defamatory and violative of § 6.

The combined listenership of the two podcasts on which Farris appeared totals approximately 69,000 monthly listeners. Both episodes remain publicly available for download and streaming as of the date of this filing. Tremblay Aff. ¶ 54.

Taken together, Farris's social media posts and podcast appearances constitute a deliberate and calculated campaign to destroy AHT's reputation among its existing clients, prospective clients, and the broader healthcare technology market. The campaign is not the product of a disgruntled former employee venting frustration; it is the coordinated conduct of a former CRO who is now employed by a direct competitor and who is using false statements and confidential information as commercial weapons to divert AHT's business to his new employer.

3. Client Solicitation (November 2024 – Present). After joining Meridian Healthworks on October 21, 2024, Farris personally contacted at least four of AHT's enterprise clients to solicit their business for Meridian, in direct violation of § 8 of the Separation Agreement. Each of the four clients identified below was a "Client" as defined in § 8(b) — that is, each was a customer of AHT during the twelve months preceding the Effective Date of the Separation Agreement. The documentary evidence of these solicitations is authenticated and attached as exhibits to the Affidavits of Dr. Johansson and Marcus Tremblay.

1. Lakeview Regional Health System (Cleveland, Ohio). Lakeview Regional Health System is one of AHT's largest enterprise clients, with an annual contract value of $4.3 million per year. Johansson Aff. ¶ 56. The Lakeview contract was scheduled for renewal on April 1, 2025. Id. On November 8, 2024 — less than three weeks after commencing employment at Meridian — Farris sent an email to Dr. Nina Castellano, Vice President of Population Health at Lakeview, offering what he described as a "competitive transition package" at Meridian. Tremblay Aff. ¶ 58; Ex. F. In the email, Farris referenced his personal knowledge of Lakeview's specific pain points and unmet needs — information he acquired exclusively during his tenure as AHT's CRO. Johansson Aff. ¶ 59. This solicitation is a textbook violation of § 8.

2. Prairieland Medical Group, P.C. (Omaha, Nebraska). Prairieland Medical Group is an AHT client with an annual contract value of $2.1 million per year. Johansson Aff. ¶ 60. The Prairieland contract was scheduled for renewal on July 1, 2025. Id. On December 2, 2024, Farris placed a telephone call to Thomas Rourke, CEO of Prairieland, during which Farris solicited Prairieland's business for Meridian. Johansson Aff. ¶ 62. AHT learned of this call through Rourke, who informed AHT's Vice President of Client Success, David Yoon, of Farris's outreach during a regularly scheduled quarterly business review on December 18, 2024. Id. ¶ 63.

3. Summit Atlantic Health Partners, LLC (Richmond, Virginia). Summit Atlantic Health Partners is an AHT client with an annual contract value of $3.7 million per year. Johansson Aff. ¶ 64. The Summit Atlantic contract was scheduled for renewal on September 1, 2025. Id. On January 22, 2025, Farris met in person with Angela Firth, Chief Operating Officer of Summit Atlantic, at a healthcare industry conference in Boston. Johansson Aff. ¶ 66. During this meeting, Farris solicited Summit Atlantic's business for Meridian, presenting Meridian's platform capabilities and offering to facilitate a demonstration for Summit Atlantic's leadership team. Id. ¶ 67. AHT learned of this meeting through Firth, who contacted AHT General Counsel Marcus Tremblay on January 30, 2025 to inform AHT of Farris's outreach. Tremblay Aff. ¶ 68.

4. Northbridge Community Health Network (Portland, Maine). Northbridge Community Health Network is an AHT client with an annual contract value of $1.6 million per year. Johansson Aff. ¶ 69. The Northbridge contract was scheduled for renewal on March 1, 2025. Id. On November 14, 2024, Farris sent a series of Westmark Health IT messages to William Okafor, Chief Technology Officer of Northbridge, soliciting Northbridge's business for Meridian. Tremblay Aff. ¶ 71; Ex. G. In these messages, Farris stated that he could offer Northbridge a "better platform at a better price" and encouraged Okafor to "explore alternatives before your renewal." Id.

The total at-risk annual contract value from these four solicited clients is $11.7 million per year. Johansson Aff. ¶ 73. Each of these clients was personally managed by Farris during his tenure at AHT, and each solicitation was conducted using the client relationships and confidential knowledge of client needs that Farris acquired in his capacity as AHT's CRO. Id. ¶ 74.

4. Employee Solicitation (February 2025). AHT has evidence that Farris also violated § 9 of the Separation Agreement by soliciting AHT employees to join Meridian Healthworks.

On February 10, 2025, Renata Solis, a Senior Director of Enterprise Sales at AHT, submitted her resignation. Tremblay Aff. ¶ 76. On February 24, 2025, Jerome Ashworth, also a Senior Director of Enterprise Sales, submitted his resignation. Id. ¶ 77. Both Solis and Ashworth reported directly to Farris during his tenure as CRO. Id. ¶ 78. Both commenced employment at Meridian Healthworks within two weeks of their respective resignations. Id. ¶ 79.

AHT possesses text message evidence demonstrating that Farris contacted both Solis and Ashworth prior to their resignations. Id. ¶ 80; Ex. K. The content of these text messages indicates that Farris actively encouraged both individuals to leave AHT and join Meridian, describing Meridian's compensation packages and growth prospects and disparaging AHT's future in the process. Id. ¶ 81.

Solis and Ashworth were two of AHT's most experienced and productive enterprise sales professionals, collectively managing approximately $18 million in client relationships. Johansson Aff. ¶ 82. Their departures have materially weakened AHT's commercial team and disrupted the management of key client accounts during a critical period when AHT is defending against Farris's client solicitation campaign. Id. ¶ 83.

D. Resulting Harm to AHT

The harm inflicted on AHT by Farris's conduct has been severe, is ongoing, and continues to escalate. AHT presents the following evidence of damages suffered to date:

Confirmed and Probable Lost Business. Two of the four enterprise clients solicited by Farris have already been lost or are in the process of being lost:

• Northbridge Community Health Network declined to renew its AHT contract upon its March 1, 2025 expiration. On March 15, 2025, Northbridge signed a new contract with Meridian Healthworks. The lost annual contract value is $1.6 million per year. Johansson Aff. ¶ 85; Ex. J.

• Lakeview Regional Health System formally notified AHT of its intent not to renew its contract by letter dated October 28, 2025. Johansson Aff. ¶ 86; Ex. I. The lost annual contract value is $4.3 million per year.

The combined confirmed and probable lost annual contract value from these two clients is $5.9 million per year. Assuming an average remaining contract relationship term of three years — consistent with AHT's historical multi-year contract structure — the total multi-year contract value at risk is $17.7 million. Johansson Aff. ¶ 88.

Pipeline Conversion Loss. AHT's new business pipeline has been materially impacted by Farris's false public statements. AHT's sales pipeline conversion rate — the percentage of qualified pipeline opportunities that convert to closed-won contracts — declined from 34% in the third quarter of fiscal year 2024 to 21% in the first quarter of fiscal year 2025, a decrease of thirteen percentage points. Johansson Aff. ¶ 89.

At least three prospective AHT clients cited "market concerns about Arbor's data quality" in their deal-loss feedback during this period. Johansson Aff. ¶ 90. This language is directly traceable to Farris's public statements, including his November 3, 2024 Westmark Health IT post (urging prospective clients to "ask hard questions about data accuracy and uptime"), his January 15, 2025 podcast statement about "serious clinical data integrity issues," and his December 12, 2024 X post about AHT's churn rate being "14% and climbing." Id. ¶ 91.

Dr. Tobias Hargrove of Hargrove Forensic Economics LLC, a nationally recognized expert in economic damages analysis, has analyzed the pipeline conversion decline and estimated that the incremental lost deals attributable to market perception harm during the period from the fourth quarter of 2024 through the second quarter of 2025 total approximately $8.2 million. Johansson Aff. ¶ 92.

Reputational Remediation Costs. AHT has incurred $340,000 in actual out-of-pocket costs for reputational remediation efforts through October 2025, including: (a) retaining Brindoval Strategic Communications, LLC, a public relations firm specializing in crisis communications, to develop and execute a market reputation recovery strategy ($215,000); (b) proactive customer outreach, including in-person executive visits to at-risk client accounts ($87,000 in travel and personnel costs); and (c) retention of Stonebridge Investigative Group LLC for evidence preservation and digital forensic analysis ($38,000). Tremblay Aff. ¶ 95.

Ongoing and Escalating Nature of Harm. The harm to AHT is not historical — it is ongoing and intensifying. As of the date of this filing:

• None of Farris's social media posts have been deleted or removed. They remain publicly accessible to anyone who views his Westmark Health IT or X profiles. Tremblay Aff. ¶ 97.

• Both podcast episodes — The Digital Health Download (January 15, 2025) and HealthTech Insider (March 4, 2025) — remain publicly available for download and streaming on all major podcast platforms. Id. ¶ 98.

• Farris remains employed at Meridian Healthworks in a client-facing, commercially oriented role, with continued access to the client relationships he built during his tenure at AHT. Johansson Aff. ¶ 99.

• Two of the four solicited clients — Prairieland Medical Group and Summit Atlantic Health Partners — have contract renewal dates approaching (July 1, 2025 and September 1, 2025, respectively), and AHT has reason to believe that Farris's solicitation efforts with respect to these clients are ongoing. Id. ¶ 100.

• Every day that Farris's false statements remain in the public domain, they continue to be accessed, shared, and cited by prospective clients, industry analysts, and market participants, compounding the reputational harm to AHT. Id. ¶ 101.

E. Pre-Suit Demand and Defense Counsel's Response

AHT made multiple good-faith efforts to resolve this matter short of litigation before filing the instant motion.

On September 15, 2025, AHT General Counsel Marcus Tremblay sent a detailed pre-suit demand letter to Farris at his home address, documenting the specific breaches of the Separation Agreement and demanding immediate cessation of all breaching conduct, removal of all disparaging public statements, and compliance with all restrictive covenants. Tremblay Aff. ¶ 103; Ex. N.

Rather than comply, Farris retained counsel. On October 3, 2025, Constance A. Whitfield of Whitfield, Boone & Calloway LLP responded on Farris's behalf. Tremblay Aff. ¶ 105; Ex. O. The Whitfield letter denied all material allegations, asserted that Farris's public statements were protected by the First Amendment and implicated the public interest, and declined to take any remedial action. Id. ¶ 106.

On November 19, 2025, undersigned counsel at Calderwood & Harkness LLP sent a follow-up demand letter to Whitfield, Boone & Calloway LLP, reiterating AHT's claims and demanding compliance with all covenants within forty-eight hours. Tremblay Aff. ¶ 108; Ex. P. As of the filing of this Memorandum on November 21, 2025, AHT has received no response, and Farris has taken no steps to comply with any of his obligations under the Separation Agreement. Id. ¶ 109.

III. LEGAL STANDARD FOR PRELIMINARY INJUNCTIVE RELIEF

Under Massachusetts law, a court may grant a temporary restraining order or preliminary injunction pursuant to Mass. R. Civ. P. 65 and M.G.L. c. 214, § 1, upon a showing that emergency equitable relief is warranted to preserve the status quo and prevent irreparable harm pending resolution of the merits.

The governing standard for the issuance of a preliminary injunction in Massachusetts was established by the Supreme Judicial Court in Packaging Industries Group, Inc. v. Cheney, 380 Mass. 609, 617 (1980). Under Packaging Industries, a court must evaluate three principal factors: "(1) the moving party's claim of injury and chance of success on the merits; (2) the risk of irreparable harm if the injunction is not granted; and (3) the balance of equities, including the risk of harm to the adverse party and the public interest." Id. at 617 (internal citations omitted). See also GTE Prods. Corp. v. Stewart, 421 Mass. 22, 26 (1995) (reaffirming and applying the Packaging Industries standard).

In applying the Packaging Industries framework, courts engage in a sliding-scale analysis: "What matters as to each party is not the raw amount of irreparable harm the party might conceivably suffer, but rather the risk of such harm in light of the party's chance of success on the merits." Packaging Indus., 380 Mass. at 617. This formulation "measure[s] the moving party's likelihood of success on the merits" against "the risk of irreparable harm to the parties and the public interest." GTE Prods., 421 Mass. at 26.

Massachusetts courts have consistently recognized the following principles in applying this standard to cases involving breaches of restrictive covenants in employment agreements:

First, courts give substantial weight to the parties' own assessment of the appropriate remedies for breach. Where, as here, a separation agreement expressly acknowledges that breach of restrictive covenants will cause irreparable harm and entitles the non-breaching party to injunctive relief, courts treat these contractual provisions as strong evidence supporting the issuance of an injunction. See Corporate Techs., Inc. v. Harnett, 731 F.3d 6, 10 (1st Cir. 2013) (applying Massachusetts law and noting that "contractual provisions acknowledging irreparable harm and authorizing injunctive relief are entitled to significant weight"); Sentry Ins. v. Firera, 2007 WL 2068894, at *4 (Mass. Super. Ct. June 21, 2007) (same).

Second, in cases involving breach of non-solicitation covenants and misappropriation of confidential information, the showing required for irreparable harm is "relatively easily made" because the harm from such conduct is, by its nature, difficult to quantify and impossible to fully remedy through monetary damages alone. Peggy Lawton Kitchens, Inc. v. Hogan, 18 Mass. App. Ct. 937, 938 (1984); see also Tobin v. Ravenswood Energy, Inc., 2021 WL 3562982, at *5 (Mass. Super. Ct. Aug. 2, 2021) ("Loss of customer goodwill and relationships, once eroded, cannot be restored by a damages award.").

Third, the court has broad equitable discretion in fashioning the scope and terms of injunctive relief. GTE Prods., 421 Mass. at 26. The court may enter an injunction that is narrowly tailored to address the specific harms demonstrated by the movant while minimizing unnecessary burden on the respondent. Id.

Fourth, where a temporary restraining order is sought, the court must determine whether the movant faces immediate and irreparable harm requiring relief prior to a full hearing on the preliminary injunction motion. The standard for a TRO is substantively the same as for a preliminary injunction, though the showing of immediacy and urgency may be heightened. See Rohm & Haas Elec. Materials, LLC v. Shivvers, 2018 WL 3150257, at *2 (Mass. Super. Ct. May 10, 2018).

As set forth below, AHT satisfies each element of the Packaging Industries standard by a wide margin.

IV. ARGUMENT

A. AHT Is Likely to Succeed on the Merits

AHT presents seven independent causes of action, each of which, standing alone, demonstrates a strong likelihood of success on the merits. Taken together, they present an overwhelming case for injunctive relief.

1. Breach of the Non-Disparagement Covenant (§ 6). AHT is virtually certain to succeed on its claim that Farris has materially breached the non-disparagement covenant in § 6 of the Separation Agreement. The legal analysis is straightforward: the covenant is clear and unambiguous, Farris was paid over one million dollars in exchange for it, and the evidence of his violations is extensive and irrefutable.

Section 6 of the Separation Agreement provides that Farris "shall not make any written or oral statement, whether in public or private, that disparages, defames, or casts in a negative light the Company, its products, services, technology, business practices, officers, directors, employees, agents, or investors." Ex. A, § 6. The language is broad, encompassing any statement — written or oral, public or private — that casts AHT or its personnel in a negative light. There is no ambiguity in this provision; it is a comprehensive prohibition on disparagement in any form.

Farris has violated § 6 on at least six separate occasions between November 2024 and March 2025:

(a) His November 3, 2024 Westmark Health IT post described AHT as a company that "treated its customers like ATMs and its employees like disposable parts" and stated that AHT's "culture . . . is rotten from the top." Ex. B-1.

(b) His November 18, 2024 Westmark Health IT post accused AHT of "inflat[ing] its NPS scores to close deals" and stated that AHT's board "doesn't care — only EBITDA matters." Ex. B-2.

(c) His December 12, 2024 X post stated that AHT's "churn rate is 14% and climbing" and called AHT's retention claims "pure fiction." Ex. C.

(d) His February 3, 2025 Westmark Health IT post accused AHT's management of "hiding" a client departure "from investors." Ex. B-3.

(e) His January 15, 2025 podcast appearance on The Digital Health Download, in which he stated that AHT's platform has "serious clinical data integrity issues" and characterized AHT's leadership as "financially motivated to suppress quality concerns." Ex. D.

(f) His March 4, 2025 podcast appearance on HealthTech Insider, in which he called AHT's product "legacy tech with a SaaS wrapper" and described Dr. Johansson's leadership as "delusional." Ex. E.

Each of these statements independently violates § 6. The statements are not ambiguous, equivocal, or capable of a benign interpretation. They are pointed, specific, and unequivocally disparaging attacks on AHT, its products, its leadership, its board, and its investors.

Massachusetts law firmly establishes that non-disparagement covenants in separation agreements are enforceable. See Corporate Techs., Inc. v. Harnett, 731 F.3d 6, 10–11 (1st Cir. 2013) (applying Massachusetts law and enforcing post-employment non-disparagement covenant); Sentry Ins. v. Firera, 2007 WL 2068894, at 3–4 (Mass. Super. Ct. June 21, 2007) (enforcing non-disparagement covenant in separation agreement and issuing preliminary injunction). Such covenants are "private contractual agreements voluntarily entered into by the parties" and are "analyzed under ordinary principles of contract law." Corporate Techs., 731 F.3d at 10. They are particularly enforceable where, as here, the departing employee received substantial consideration in exchange for the covenant. Id.* at 11.

Farris's non-disparagement obligation was supported by extraordinary consideration. He received $1,016,866 — more than 2.6 times his annual salary — in exchange for the covenants in the Separation Agreement. He was a sophisticated executive, earning $385,000 per year, who was afforded a twenty-one-day review period and a seven-day revocation period. He had every opportunity to consult with counsel, negotiate the terms, or reject the agreement entirely. He chose to execute it and accept the consideration. Having done so, he is bound by its terms. See A.R.S. Servs., Inc. v. Tarvick, 85 Mass. App. Ct. 1122 (2014) (enforcing post-employment restrictive covenants supported by adequate consideration).

Moreover, Farris's statements are not merely critical opinions for which some latitude might arguably be afforded under a non-disparagement covenant. They are specific, false factual assertions: that AHT's churn rate is 14% (it is 8.2%); that AHT's gross margin is "barely 55%" (it is 68.7%); that AHT "inflated its NPS scores to close deals"; and that AHT's management is "hiding" material information "from investors." These are statements of verifiable fact, not protected opinion, and they are demonstrably false. The likelihood of success on this claim approaches certainty.

2. Breach of the Confidentiality Covenant (§ 7). AHT is equally likely to succeed on its claim that Farris has breached the confidentiality covenant in § 7 of the Separation Agreement by publicly disclosing AHT's Confidential Information.

Section 7 obligates Farris to maintain in confidence all Confidential Information — defined to include "client lists, client contact information, client-specific pricing and contract terms, financial results, financial projections, revenue data, churn and retention metrics, product roadmaps, technology architecture, [and] strategic plans" — for five years following the Effective Date, through August 30, 2029. Ex. A, § 7(a). The breadth of this definition is appropriate given Farris's senior role and access to virtually all of AHT's proprietary business data during his nearly four-year tenure as CRO.

Farris has disclosed Confidential Information on at least three occasions:

(a) Client-Specific Pricing Data. In his February 3, 2025 Westmark Health IT post, Farris disclosed that "one of Arbor's top-5 health system clients pays $4.3M/yr." Ex. B-3. Client-specific pricing information is expressly included in the Separation Agreement's definition of Confidential Information. The $4.3 million figure corresponds to Lakeview Regional Health System's annual contract value, making the identity of the client readily ascertainable to market participants familiar with AHT's enterprise client roster. Johansson Aff. ¶ 39.

(b) Churn Rate Metrics. In his December 12, 2024 X post, Farris stated that "Arbor Health's churn rate is 14% and climbing." Ex. C. While the figure Farris cited is false (the actual figure is 8.2%), the disclosure of any churn rate data — whether accurate or not — constitutes a disclosure of Confidential Information. AHT's internal churn metrics are not publicly reported and are closely held as competitively sensitive financial data. Tremblay Aff. ¶ 36.

(c) Gross Margin Data. In his March 4, 2025 podcast appearance on HealthTech Insider, Farris stated that AHT's gross margin was "barely 55%." Ex. E. Again, the figure is materially false (the actual figure is 68.7%), but the disclosure of any gross margin data constitutes a breach of § 7 regardless of accuracy. AHT is a privately held company; its financial metrics are not publicly available and are treated as highly confidential. Tremblay Aff. ¶ 51.

The five-year confidentiality period established in § 7 is reasonable under Massachusetts law and runs through August 30, 2029. See Jet Spray Cooler, Inc. v. Crampton, 361 Mass. 835, 842 (1972) (upholding confidentiality obligations extending well beyond the term of employment). There can be no serious dispute that Farris knew this information was confidential; he acknowledged as much in § 7(c) of the Separation Agreement, where he stated that the Confidential Information "constitutes valuable trade secrets and proprietary information of the Company" and that "unauthorized disclosure would cause irreparable harm."

AHT has established that it treats this information as confidential and takes reasonable measures to protect it. Access to client-specific pricing data, financial performance metrics, and pipeline information is restricted on a need-to-know basis within the organization, maintained in access-controlled systems, and subject to confidentiality obligations for all employees. Tremblay Aff. ¶¶ 38–41. None of this information is publicly available, as AHT is a privately held company. Id. ¶ 39.

AHT's likelihood of success on this claim is overwhelming.

3. Breach of the Client Non-Solicitation Covenant (§ 8). AHT is virtually certain to succeed on its claim that Farris has breached the client non-solicitation covenant in § 8 of the Separation Agreement.

Section 8 provides that for twenty-four months following the Effective Date — through August 30, 2026 — Farris will not "solicit, divert, service, or attempt to solicit, divert, or service any Client for the purpose of providing products or services that are competitive with the Company's products or services." Ex. A, § 8(a). "Client" is defined as any entity that was a customer of AHT during the twelve months preceding the Effective Date, or any entity that was an active prospective customer in AHT's pipeline as of the Effective Date. Id. § 8(b).

The evidence of Farris's violations is documentary and unambiguous. Within weeks of joining Meridian Healthworks, Farris personally solicited four of AHT's enterprise clients:

(a) Lakeview Regional Health System — AHT client; ACV $4.3M/yr. Farris emailed Dr. Nina Castellano on November 8, 2024, offering a "competitive transition package" at Meridian. Ex. F.

(b) Prairieland Medical Group — AHT client; ACV $2.1M/yr. Farris called CEO Thomas Rourke on December 2, 2024, to solicit Prairieland's business for Meridian. Johansson Aff. ¶ 62.

(c) Summit Atlantic Health Partners — AHT client; ACV $3.7M/yr. Farris met in person with COO Angela Firth at a Boston industry conference on January 22, 2025, and solicited Summit Atlantic's business for Meridian. Johansson Aff. ¶ 66.

(d) Northbridge Community Health Network — AHT client; ACV $1.6M/yr. Farris sent Westmark Health IT messages to CTO William Okafor on November 14, 2024, encouraging Northbridge to "explore alternatives before your renewal." Ex. G.

Each of these four organizations was a customer of AHT during the twelve months preceding the Effective Date and therefore qualifies as a "Client" under § 8(b). Each contact was made by Farris personally, for the purpose of soliciting the client's business for Meridian Healthworks — a direct competitor of AHT. Each contact occurred well within the twenty-four-month restricted period.

Massachusetts law enforces non-solicitation covenants where they are reasonable in scope, duration, and geographic reach. See All Stainless, Inc. v. Colby, 364 Mass. 773, 778 (1974); Augat, Inc. v. Aegis, Inc., 409 Mass. 165, 172 (1991); Marine Contractors Co. v. Hurley, 365 Mass. 280, 287 (1974). The covenant at issue here is narrowly and reasonably tailored in all respects:

• Duration: Twenty-four months. Massachusetts courts regularly enforce non-solicitation covenants of this duration. See New England Canteen Serv., Inc. v. Ashley, 372 Mass. 671, 674 (1977) (enforcing two-year non-solicitation covenant); Novelty Bias Binding Co. v. Shevrin, 342 Mass. 714, 717 (1961) (same).

• Scope: The covenant is limited to solicitation of "Clients" — entities that were customers of AHT during the twelve months preceding the Effective Date or active prospective customers in AHT's pipeline. It does not prohibit Farris from working in the healthcare technology industry generally, from marketing Meridian's products to the general market, or from serving clients who were not AHT clients during the relevant period.

• Activity Restricted: The covenant restricts only solicitation, diversion, and servicing of AHT clients for competitive purposes. It does not impose a blanket non-compete obligation.

Courts have specifically held that non-solicitation covenants in separation agreements supported by adequate consideration are enforceable even where a corresponding non-compete might be subject to greater scrutiny. See Boulanger v. Dunkin' Donuts Inc., 442 Mass. 635, 641 (2004) (distinguishing non-solicitation covenants from non-compete agreements and noting the former's narrower impact on the employee's ability to earn a livelihood); EMC Corp. v. Allen, 2013 WL 4511957, at *5 (Mass. Super. Ct. Aug. 8, 2013) (granting preliminary injunction to enforce non-solicitation covenant in separation agreement).

The evidence of Farris's violations is clear, the covenant is enforceable, and AHT's likelihood of success on this claim is compelling.

4. Breach of the Employee Non-Solicitation Covenant (§ 9). AHT is also likely to prevail on its claim that Farris breached the employee non-solicitation covenant in § 9 of the Separation Agreement.

Section 9 prohibits Farris from "recruit[ing], solicit[ing], hir[ing], or attempt[ing] to recruit, solicit, or hire any employee of the Company, or encourage[ing], induce[ing], or assist[ing] any employee of the Company to terminate his or her employment with the Company" for twenty-four months following the Effective Date. Ex. A, § 9.

The evidence establishes that two senior AHT sales directors — Renata Solis and Jerome Ashworth — who both reported directly to Farris during his tenure as CRO, resigned from AHT on February 10, 2025 and February 24, 2025, respectively. Tremblay Aff. ¶¶ 76–77. Both commenced employment at Meridian Healthworks within two weeks of their resignations. Id. ¶ 79.

The timing and circumstances of these departures alone would raise a strong inference of solicitation. But AHT has more than circumstantial evidence: it possesses text messages between Farris and both Solis and Ashworth, sent prior to their resignations, in which Farris actively encouraged them to leave AHT and join Meridian. Ex. K; Tremblay Aff. ¶¶ 80–81. The content of these messages — describing Meridian's compensation packages and growth prospects, while disparaging AHT's future — constitutes classic employee solicitation in direct violation of § 9.

Massachusetts courts have consistently enforced employee non-solicitation covenants of this type. See All Stainless, Inc. v. Colby, 364 Mass. at 778 (enforcing covenant prohibiting solicitation of former employer's employees); New England Canteen Serv., Inc. v. Ashley, 372 Mass. at 675 (same). The twenty-four-month duration is well within the range courts have upheld, and the covenant is limited to employees of AHT — not all persons in the healthcare technology labor market.

5. Violation of the Massachusetts Trade Secrets Act (M.G.L. c. 93, § 42). In addition to his contractual breaches, Farris's conduct constitutes a violation of the Massachusetts Trade Secrets Act, M.G.L. c. 93, §§ 42–42A.

Under the statute, a trade secret is defined as information 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. M.G.L. c. 93, § 42. The statute provides that "[a]ctual or threatened misappropriation may be enjoined." M.G.L. c. 93, § 42A(a).

AHT's client lists, client-specific pricing data, financial performance metrics (including churn rates and gross margins), and pipeline data constitute t

COMMONWEALTH OF MASSACHUSETTS
SUFFOLK COUNTY SUPERIOR COURT
ARBOR HEALTH TECHNOLOGIES INC.,
Plaintiff,
v.
DESMOND R. FARRIS,
Defendant.
Civil Action No. ________________ (To be assigned upon filing)
MEMORANDUM OF LAW IN SUPPORT OF PLAINTIFF ARBOR HEALTH TECHNOLOGIES INC.'S MOTION FOR TEMPORARY RESTRAINING ORDER AND PRELIMINARY INJUNCTION
Filed: November 21, 2025
Samuel Eklund (BBO No. 658421), Responsible Partner Linda Osei (BBO No. 673890) Hannah Brinkley (BBO No. 691247) Patrick Gallagher (BBO No. 702318)
CALDERWOOD & HARKNESS LLP 100 High Street, 26th Floor Boston, MA 02110 Telephone: (617) 555-4200 Facsimile: (617) 555-4201
Email: seklund@calderwoodharkness.com
Email: losei@calderwoodharkness.com
Email: hbrinkley@calderwoodharkness.com
Email: pgallagher@calderwoodharkness.com
Counsel for Plaintiff Arbor Health Technologies Inc.
TABLE OF CONTENTS
TABLE OF AUTHORITIES
Cases:
Statutes and Rules:
Other Authorities:
I. PRELIMINARY STATEMENT
Plaintiff Arbor Health Technologies Inc. ("AHT") respectfully submits this Memorandum of Law in support of its Motion for a Temporary Restraining Order and Preliminary Injunction against Defendant Desmond R. Farris ("Farris"). This case arises from a former senior executive's brazen and systematic campaign to destroy the company he once led commercially — a campaign launched within weeks of receiving over one million dollars in separation benefits, and one that continues unabated as of the date of this filing.
AHT is a Delaware corporation headquartered at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110. It is a leading provider of healthcare services technology and software-as-a-service ("SaaS") solutions, specializing in population health management and value-based care analytics for health systems, physician groups, and managed care organizations across the United States. AHT generates approximately $187.4 million in annual recurring revenue ("ARR") and employs approximately 620 professionals. The company's mission — to enable healthcare organizations to deliver better patient outcomes at lower cost — depends critically on its reputation for data integrity, platform reliability, and trustworthy partnerships with its enterprise clients.
Farris served as AHT's Chief Revenue Officer ("CRO") from September 8, 2020 through August 9, 2024. In that capacity, he was among the most senior executives in the organization, reporting directly to Chief Executive Officer Dr. Annika Johansson. He was entrusted with AHT's most sensitive confidential information: its complete client roster, client-specific pricing data, contract renewal schedules, financial performance metrics, product development roadmaps, and strategic growth plans. He was, in every meaningful sense, the custodian of AHT's most valuable commercial relationships.
Farris's employment ended on August 9, 2024. Upon his departure, AHT and Farris negotiated and executed a Separation Agreement and General Release (the "Separation Agreement"), a copy of which is attached hereto as Exhibit A. Farris signed the Separation Agreement on August 26, 2024, within the twenty-one-day consideration period required under the Older Workers Benefit Protection Act ("OWBPA"). The seven-day revocation period expired without revocation on August 30, 2024, which constitutes the "Effective Date" of the Separation Agreement.
Under the Separation Agreement, Farris received total separation consideration of $1,016,866. This sum comprised: (a) $577,500 in cash severance, representing eighteen months of his $385,000 annual base salary; (b) $39,366 in COBRA premium subsidies covering eighteen months of continued health insurance; and (c) accelerated vesting of 62,500 previously unvested stock options with a strike price of $4.80 per share, yielding an estimated spread of $400,000 based on the fair market value of $11.20 per share at the time of separation. This was generous consideration by any measure — more than 2.6 times Farris's annual base salary — and it was provided in exchange for, among other things, Farris's binding commitments to non-disparagement (§ 6), confidentiality (§ 7), non-solicitation of clients (§ 8), and non-solicitation of employees (§ 9).
Within weeks of the Separation Agreement's Effective Date — and within weeks of commencing employment at Meridian Healthworks, Inc. ("Meridian"), a direct AHT competitor — Farris launched a systematic, multi-front campaign to destroy AHT's reputation and raid its customer base. This campaign has included, but is not limited to, the following:
Public Disparagement. Farris published a series of false and disparaging statements about AHT on Westmark Health IT (where he has approximately 12,400 followers) and on X (formerly Fenmore Solutions). He appeared on two industry podcasts — The Digital Health Download (estimated 28,000 monthly listeners) and HealthTech Insider (estimated 41,000 monthly listeners) — where he made additional false and defamatory statements about AHT's platform, financial performance, and leadership.
Disclosure of Confidential Information. In his social media posts and podcast appearances, Farris disclosed AHT's confidential financial metrics — including client-specific pricing information and financial performance data — and materially misrepresented them in the process. He publicly stated that AHT's churn rate was "14% and climbing," when in fact AHT's actual gross logo churn for fiscal year 2024 was 8.2%, as verified by Clearwater Audit Partners LLP, AHT's independent auditors. He publicly stated that AHT's gross margin was "barely 55%," when the audited figure was 68.7%.
Client Solicitation. Farris personally solicited at least four of AHT's largest enterprise clients — Lakeview Regional Health System, Prairieland Medical Group, P.C., Summit Atlantic Health Partners, LLC, and Northbridge Community Health Network — representing a combined $11.7 million per year in at-risk annual contract value. These solicitations were conducted on behalf of his new employer, Meridian Healthworks, in direct contravention of the twenty-four-month client non-solicitation covenant in § 8 of the Separation Agreement.
Employee Solicitation. Two of AHT's senior sales directors — Renata Solis and Jerome Ashworth, both of whom reported to Farris during his tenure — resigned in February 2025 and immediately joined Meridian. AHT possesses text message evidence demonstrating that Farris contacted both individuals prior to their resignations.
The consequences of Farris's misconduct have been devastating and continue to escalate. AHT has already lost $5.9 million per year in confirmed or probable annual contract value. Its sales pipeline conversion rate has plummeted from 34% to 21%, with prospective clients expressly citing "market concerns about Arbor's data quality" — language directly traceable to Farris's false public statements. AHT has incurred $340,000 in reputational remediation costs. And the harm grows with each passing day: Farris's disparaging posts remain online, the podcast episodes remain publicly accessible, and Farris remains employed by Meridian in a client-facing commercial role with continued access to the very relationships he built while at AHT.
AHT has made every reasonable effort to resolve this matter short of litigation. General Counsel Marcus Tremblay sent a pre-suit demand letter to Farris on September 15, 2025. Farris retained counsel, and on October 3, 2025, his attorney Constance A. Whitfield of Whitfield, Boone & Calloway LLP responded by denying all material allegations and asserting First Amendment and public interest defenses. Undersigned counsel sent a follow-up demand on November 19, 2025, demanding compliance within forty-eight hours. No compliance was received.
AHT now seeks emergency injunctive relief. The record before the Court establishes an overwhelming case on each of the four factors necessary for the issuance of a temporary restraining order and preliminary injunction under Massachusetts law: (1) a clear likelihood of success on the merits; (2) ongoing and escalating irreparable harm; (3) a balance of hardships that overwhelmingly favors AHT; and (4) an injunction that is consistent with the public interest. AHT respectfully urges the Court to act swiftly to halt the ongoing destruction of its business.
II. STATEMENT OF FACTS
The following facts are drawn from the Affidavits of Dr. Annika Johansson (Exhibit L) and Marcus Tremblay (Exhibit M), and from the documentary exhibits referenced herein, all of which are submitted concurrently with this Memorandum.
A. The Parties
Arbor Health Technologies Inc. AHT is a Delaware corporation duly qualified and doing business in the Commonwealth of Massachusetts, with its principal place of business at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110. Johansson Aff. ¶ 3. Founded in 2013, AHT developed and operates a cloud-based SaaS platform that enables healthcare organizations — including integrated health systems, physician groups, accountable care organizations, and managed care plans — to manage population health and deliver value-based care analytics. Id. ¶ 4. AHT's platform ingests and synthesizes clinical, claims, and administrative data to produce actionable insights that help its clients improve quality outcomes, reduce avoidable utilization, and optimize risk-adjusted reimbursement. Id. ¶ 5.
AHT generates fiscal year 2024 annual recurring revenue of approximately $187.4 million and employs approximately 620 individuals across its Boston headquarters, a product development center in Durham, North Carolina, and regional client services offices in Chicago, Illinois and Atlanta, Georgia. Id. ¶¶ 6–7. AHT's client base consists of approximately ninety enterprise healthcare organizations, with a concentration among large multi-hospital health systems and multi-specialty physician groups. Id. ¶ 8. Enterprise client relationships in this market are characterized by long sales cycles (typically twelve to eighteen months), deep operational integration, and multi-year contract terms, typically ranging from three to five years. Id. ¶ 9. AHT's average enterprise contract is valued at approximately $2.1 million per year, and its top-tier client contracts range from $3 million to $5 million per year. Id. ¶ 10.
In June 2021, Ridgeline Capital Partners, LP ("Ridgeline"), a Boston-based healthcare-focused private equity firm, acquired a majority equity interest in AHT for an enterprise value of $415 million. Johansson Aff. ¶ 11. Ridgeline's investment thesis was predicated, in significant part, on AHT's premium market positioning, the strength and stability of its enterprise client relationships, and the company's brand reputation for data integrity and clinical accuracy. Id. ¶ 12. The company's current leadership includes Dr. Annika Johansson (Chief Executive Officer), Marcus Tremblay (General Counsel), Elaine Matsuda (Chief Financial Officer), and Vikram Deshpande (Chair of the Board of Directors). Id. ¶ 13.
Desmond R. Farris. Farris served as AHT's Chief Revenue Officer from September 8, 2020 through August 9, 2024. Tremblay Aff. ¶ 5. As CRO, Farris was the most senior commercial executive in the organization, with direct oversight of all sales, client success, and business development functions. Id. ¶ 6. He reported directly to Dr. Johansson and served as a member of AHT's Executive Leadership Team. Id. ¶ 7. Farris's final annual base salary was $385,000, and during his tenure he earned additional compensation through annual cash bonuses, equity grants, and performance incentives. Id. ¶ 8.
By virtue of his role, Farris had direct, personal access to AHT's most sensitive and competitively significant confidential information, including, without limitation: (a) the company's complete client list and all client-specific contract terms, including pricing, annual contract value, contract duration, and renewal dates; (b) AHT's internal financial performance metrics, including churn rates, gross margins, EBITDA, and revenue projections; (c) the company's sales pipeline data, including the identity and status of all prospective clients; (d) AHT's product development roadmap and technology strategy; and (e) strategic plans prepared for and reviewed by the Board of Directors and Ridgeline Capital Partners. Johansson Aff. ¶ 15; Tremblay Aff. ¶ 9.
Farris developed and maintained direct personal relationships with AHT's largest enterprise clients. Over the course of his nearly four-year tenure, he was the primary senior executive contact for approximately thirty of AHT's top-tier clients, regularly participating in quarterly business reviews, contract renewal negotiations, and strategic planning sessions with senior leaders at those organizations. Johansson Aff. ¶ 16.
Farris's employment with AHT ended on August 9, 2024. Tremblay Aff. ¶ 11. He currently resides at 47 Briarcliff Lane, Wellesley, Massachusetts 02481. Id. ¶ 12. On October 21, 2024 — less than two months after the Effective Date of his Separation Agreement — Farris commenced employment as Senior Vice President, Commercial Strategy at Meridian Healthworks, Inc. ("Meridian"), located at 1 Kendall Square, Building 200, Suite 600, Cambridge, Massachusetts 02139. Id. ¶ 13. Meridian is a direct competitor of AHT, offering a competing population health management and value-based care analytics platform to many of the same health system and physician group customers that AHT serves. Johansson Aff. ¶ 18. Farris's role at Meridian is client-facing and commercially oriented, placing him in a position to leverage the confidential information and client relationships he acquired during his tenure at AHT. Id. ¶ 19.
Farris is represented by Constance A. Whitfield and Jared Norcross of Whitfield, Boone & Calloway LLP, 200 Ashbury Asset Advisors, Suite 3100, Boston, Massachusetts 02109. Tremblay Aff. ¶ 14.
B. The Separation Agreement
The Separation Agreement was presented to Farris on August 9, 2024, his last day of employment at AHT. Tremblay Aff. ¶ 15; Separation Agreement (Ex. A). In accordance with the requirements of the Older Workers Benefit Protection Act, 29 U.S.C. § 626(f), Farris was provided a twenty-one-day consideration period during which to review and consult with counsel regarding the Separation Agreement. Id. ¶ 16. Farris executed the Separation Agreement on August 26, 2024, within the twenty-one-day consideration period. Id. ¶ 17. He was further provided a seven-day revocation period following execution. Id. The revocation period expired without revocation on August 30, 2024, which constitutes the "Effective Date" of the Separation Agreement. Id. ¶ 18.
The Separation Agreement is governed by Massachusetts law. Separation Agreement § 14. It contains a forum selection clause designating the Suffolk County Superior Court as the exclusive forum for any disputes arising under or related to the Agreement. Id. § 15.
Separation Consideration. In exchange for Farris's execution of a general release of claims and his assumption of the post-employment restrictive covenants described below, AHT agreed to provide Farris with total separation consideration valued at $1,016,866, consisting of three components:
(a) Cash Severance (§ 3(a)): A lump-sum cash payment of $577,500, representing eighteen months of Farris's final annual base salary of $385,000, payable within thirty days of the Effective Date, less applicable tax withholdings.
(b) COBRA Subsidy (§ 3(b)): Continued subsidization of Farris's COBRA health insurance premiums in the amount of $2,187 per month for a period of eighteen months following the Effective Date, representing a total subsidy value of $39,366.
(c) Accelerated Equity Vesting (§ 3(c)): Accelerated vesting of 62,500 previously unvested stock options granted to Farris under AHT's 2019 Equity Incentive Plan, at a strike price of $4.80 per share. Based on the fair market value of AHT's common stock of $11.20 per share as of the date of separation (determined by an independent 409A valuation conducted by Pinnacle Valuation Group, LLC), the estimated spread value of these accelerated options was ($11.20 − $4.80) × 62,500 = $400,000.
The total value of the separation consideration — $1,016,866 — represents approximately 2.64 times Farris's final annual base salary. Tremblay Aff. ¶ 22. This consideration was paid and provided in full; AHT has honored all of its obligations under the Separation Agreement. Id. ¶ 23.
Non-Disparagement Covenant (§ 6). Section 6 of the Separation Agreement provides, in relevant part:
"Employee agrees that he shall not make any written or oral statement, whether in public or private, that disparages, defames, or casts in a negative light the Company, its products, services, technology, business practices, officers, directors, employees, agents, or investors. This obligation shall survive the termination of Employee's employment and shall continue in effect indefinitely."
The non-disparagement obligation is mutual. AHT's reciprocal obligation is limited to "official corporate communications and statements by officers at the level of Vice President or above." Separation Agreement § 6(b).
Confidentiality Covenant (§ 7). Section 7 obligates Farris to maintain in strict confidence all "Confidential Information" of AHT for a period of five years following the Effective Date — through August 30, 2029. The Agreement defines "Confidential Information" broadly to include, without limitation:
"client lists, client contact information, client-specific pricing and contract terms, financial results, financial projections, revenue data, churn and retention metrics, product roadmaps, technology architecture, strategic plans, marketing strategies, competitive analyses, employee compensation data, and any other information that derives economic value from not being generally known to the public."
Separation Agreement § 7(a). Farris specifically acknowledged that the Confidential Information constitutes valuable trade secrets and proprietary information of AHT and that unauthorized disclosure would cause irreparable harm. Id. § 7(c).
Non-Solicitation of Clients Covenant (§ 8). For a period of twenty-four months following the Effective Date — through August 30, 2026 — Farris agreed that he would not, directly or indirectly:
"solicit, divert, service, or attempt to solicit, divert, or service any Client for the purpose of providing products or services that are competitive with the Company's products or services."
The term "Client" is defined as "any entity that was a customer of the Company at any time during the twelve (12) months preceding the Effective Date, or any entity that was an active prospective customer in the Company's sales pipeline as of the Effective Date." Separation Agreement § 8(a)–(b).
Non-Solicitation of Employees Covenant (§ 9). For the same twenty-four-month restricted period (through August 30, 2026), Farris agreed not to:
"recruit, solicit, hire, or attempt to recruit, solicit, or hire any employee of the Company, or encourage, induce, or assist any employee of the Company to terminate his or her employment with the Company."
Separation Agreement § 9.
Clawback, Repayment, and Injunctive Relief Provisions (§ 10). Section 10 of the Separation Agreement provides that upon any material breach by Farris of Sections 6 through 9:
(a) AHT shall have the right to immediately cease all remaining separation payments (including COBRA subsidies);
(b) Farris shall be obligated to return all separation consideration previously paid or provided, including the net after-tax value of the cash severance, the value of the COBRA subsidies received, and the value realized from the exercise of the accelerated stock options;
(c) AHT shall be entitled to seek and obtain immediate injunctive relief, including a temporary restraining order and preliminary injunction, in any court of competent jurisdiction, without the requirement of posting a bond or other security; and
(d) In addition to injunctive relief and clawback rights, any breach of Section 6 (Non-Disparagement) or Section 7 (Confidentiality) shall entitle AHT to liquidated damages in the amount of $250,000, "plus actual damages to the extent they exceed such liquidated damages amount."
Critically, § 10(c) contains Farris's express acknowledgment that a breach of any of the restrictive covenants "will cause irreparable injury and harm to the Company for which monetary damages alone would not be an adequate remedy." Separation Agreement § 10(c).
Prevailing Party Attorneys' Fees (§ 16). Section 16 provides that the prevailing party in any litigation arising under or related to the Separation Agreement shall be entitled to recover its reasonable attorneys' fees and costs.
C. Farris's Breaches of the Separation Agreement
The evidence demonstrates that Farris has engaged in a sustained, multi-front campaign of contractual breaches commencing in November 2024 — less than three months after the Effective Date of the Separation Agreement — and continuing through the date of this filing. AHT details each category of breach below.
1. Social Media Disparagement and Disclosure of Confidential Information (November 2024 – February 2025). Beginning in November 2024, Farris published a series of posts on Westmark Health IT (where he maintains approximately 12,400 followers) and on X (formerly Fenmore Solutions) that contain false, disparaging, and defamatory statements about AHT, its products, its leadership, and its investors. These posts also disclosed AHT's confidential financial and client information. Each post is documented in screenshots preserved by Stonebridge Investigative Group LLC, a professional digital forensics and investigative firm retained by AHT on October 10, 2025. The screenshots are authenticated and attached as exhibits to the Affidavit of Marcus Tremblay.
November 3, 2024 — Westmark Health IT Post (Exhibit B-1). On November 3, 2024, Farris published the following statement on his Westmark Health IT profile:
"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."
This post directly disparages AHT, its corporate culture, its leadership ("rotten from the top"), and the quality and reliability of its platform. It was published to Farris's approximately 12,400 Westmark Health IT followers, which include numerous healthcare industry executives, prospective AHT clients, and AHT employees. The post constitutes a clear violation of § 6 of the Separation Agreement.
November 18, 2024 — Westmark Health IT Post (Exhibit B-2). On November 18, 2024, Farris published a second 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 disparages AHT, its management, its board of directors, and its investors (specifically Ridgeline Capital Partners). The accusation that AHT "inflate[d] its NPS scores to close deals" is a specific factual assertion imputing fraud and dishonesty to AHT. The claim that "the board doesn't care — only EBITDA matters" disparages AHT's directors, including Board Chair Vikram Deshpande, by suggesting they are indifferent to patient welfare and clinical quality. This post violates § 6.
December 12, 2024 — X (Formerly Fenmore Solutions) Post (Exhibit C). On December 12, 2024, Farris posted the following on X:
"Arbor Health's churn rate is 14% and climbing. Their 'best-in-class retention' pitch is pure fiction. I have the receipts."
This post is both disparaging and factually false. AHT's actual gross logo churn rate for fiscal year 2024 is 8.2%, as verified by Clearwater Audit Partners LLP, AHT's independent auditors. Tremblay Aff. ¶ 36; Ex. H. The statement overstates AHT's churn rate by approximately 71% — a massive and material misrepresentation. This post violates § 6 (non-disparagement) and § 7 (confidentiality), as it discloses AHT's internal churn metrics, which are confidential and not publicly available. Moreover, by claiming to "have the receipts," Farris implies he possesses and may further disclose AHT's confidential internal documents and data.
February 3, 2025 — Westmark Health IT Post (Exhibit B-3). On February 3, 2025, Farris posted the following on Westmark Health IT:
"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 is particularly damaging. First, it discloses client-specific pricing information — that one of AHT's top-five health system clients pays $4.3 million per year. This is quintessential Confidential Information under § 7(a) of the Separation Agreement. Second, the $4.3 million annual contract value corresponds to Lakeview Regional Health System's contract with AHT, making the client's identity readily identifiable to industry participants who know AHT's client roster. Johansson Aff. ¶ 39. Third, the statement disparages AHT's management by accusing them of "hiding" material adverse information "from investors" — an accusation that imputes dishonesty and potential securities fraud. This post violates both § 6 and § 7.
Preservation and Authentication. All of the foregoing social media posts have been preserved through forensic screenshots captured by Stonebridge Investigative Group LLC, including metadata verification confirming the dates of publication, the identity of the posting account, and the public availability of each post. Tremblay Aff. ¶ 42. As of the date of this filing, none of these posts have been deleted or removed. Id. ¶ 43.
2. Podcast Appearances (January – March 2025). In addition to his social media activity, Farris made two appearances on industry podcasts during which he made further false and disparaging statements about AHT, its platform, and its leadership. Full recordings and transcripts of both podcast episodes have been preserved by Stonebridge Investigative Group LLC and are attached as Exhibits D and E.
January 15, 2025 — *The Digital Health Download* Podcast (Exhibit D). On January 15, 2025, Farris appeared as a guest on The Digital Health Download, a healthcare technology podcast with an estimated audience of approximately 28,000 monthly listeners. Tremblay Aff. ¶ 44. During the interview, Farris made the following statements, among others:
• He stated that AHT's platform has "serious clinical data integrity issues that they've papered over," directly impugning the reliability and accuracy of AHT's core technology;
• He claimed that he "raised this internally and was told to shut up," implying that AHT's leadership knowingly suppressed quality concerns and silenced internal critics; and
• He characterized AHT's leadership as "financially motivated to suppress quality concerns," suggesting that AHT's officers and directors prioritized revenue over patient safety.
These statements are defamatory, false, and violate § 6. Notably, during his tenure as CRO, Farris never raised any concern about clinical data integrity through any formal or informal channel. Johansson Aff. ¶ 47. AHT's platform undergoes annual SOC 2 Type II audits and maintains HITRUST CSF certification, both of which validate the integrity and security of its data processing. Id. ¶ 48.
March 4, 2025 — *HealthTech Insider* Podcast (Exhibit E). On March 4, 2025, Farris appeared on HealthTech Insider, a healthcare technology podcast with an estimated audience of approximately 41,000 monthly listeners — a substantially larger platform than his first podcast appearance. Tremblay Aff. ¶ 50. During this interview, Farris made the following statements, among others:
• He stated that AHT's gross margin was "barely 55%" and declining. AHT's actual gross margin for fiscal year 2024 is 68.7%, as verified by Clearwater Audit Partners LLP. Tremblay Aff. ¶ 51; Ex. H. Farris's claim understates AHT's actual gross margin by nearly 14 percentage points — a material misstatement that would, if believed, significantly undermine investor and client confidence in AHT's business model and financial health;
• He characterized AHT's product as "legacy tech with a SaaS wrapper," a statement designed to impugn the modernity and technological sophistication of AHT's platform; and
• He described Dr. Johansson's leadership as "delusional," a personal attack on AHT's CEO that is defamatory and violative of § 6.
The combined listenership of the two podcasts on which Farris appeared totals approximately 69,000 monthly listeners. Both episodes remain publicly available for download and streaming as of the date of this filing. Tremblay Aff. ¶ 54.
Taken together, Farris's social media posts and podcast appearances constitute a deliberate and calculated campaign to destroy AHT's reputation among its existing clients, prospective clients, and the broader healthcare technology market. The campaign is not the product of a disgruntled former employee venting frustration; it is the coordinated conduct of a former CRO who is now employed by a direct competitor and who is using false statements and confidential information as commercial weapons to divert AHT's business to his new employer.
3. Client Solicitation (November 2024 – Present). After joining Meridian Healthworks on October 21, 2024, Farris personally contacted at least four of AHT's enterprise clients to solicit their business for Meridian, in direct violation of § 8 of the Separation Agreement. Each of the four clients identified below was a "Client" as defined in § 8(b) — that is, each was a customer of AHT during the twelve months preceding the Effective Date of the Separation Agreement. The documentary evidence of these solicitations is authenticated and attached as exhibits to the Affidavits of Dr. Johansson and Marcus Tremblay.
1. Lakeview Regional Health System (Cleveland, Ohio). Lakeview Regional Health System is one of AHT's largest enterprise clients, with an annual contract value of $4.3 million per year. Johansson Aff. ¶ 56. The Lakeview contract was scheduled for renewal on April 1, 2025. Id. On November 8, 2024 — less than three weeks after commencing employment at Meridian — Farris sent an email to Dr. Nina Castellano, Vice President of Population Health at Lakeview, offering what he described as a "competitive transition package" at Meridian. Tremblay Aff. ¶ 58; Ex. F. In the email, Farris referenced his personal knowledge of Lakeview's specific pain points and unmet needs — information he acquired exclusively during his tenure as AHT's CRO. Johansson Aff. ¶ 59. This solicitation is a textbook violation of § 8.
2. Prairieland Medical Group, P.C. (Omaha, Nebraska). Prairieland Medical Group is an AHT client with an annual contract value of $2.1 million per year. Johansson Aff. ¶ 60. The Prairieland contract was scheduled for renewal on July 1, 2025. Id. On December 2, 2024, Farris placed a telephone call to Thomas Rourke, CEO of Prairieland, during which Farris solicited Prairieland's business for Meridian. Johansson Aff. ¶ 62. AHT learned of this call through Rourke, who informed AHT's Vice President of Client Success, David Yoon, of Farris's outreach during a regularly scheduled quarterly business review on December 18, 2024. Id. ¶ 63.
3. Summit Atlantic Health Partners, LLC (Richmond, Virginia). Summit Atlantic Health Partners is an AHT client with an annual contract value of $3.7 million per year. Johansson Aff. ¶ 64. The Summit Atlantic contract was scheduled for renewal on September 1, 2025. Id. On January 22, 2025, Farris met in person with Angela Firth, Chief Operating Officer of Summit Atlantic, at a healthcare industry conference in Boston. Johansson Aff. ¶ 66. During this meeting, Farris solicited Summit Atlantic's business for Meridian, presenting Meridian's platform capabilities and offering to facilitate a demonstration for Summit Atlantic's leadership team. Id. ¶ 67. AHT learned of this meeting through Firth, who contacted AHT General Counsel Marcus Tremblay on January 30, 2025 to inform AHT of Farris's outreach. Tremblay Aff. ¶ 68.
4. Northbridge Community Health Network (Portland, Maine). Northbridge Community Health Network is an AHT client with an annual contract value of $1.6 million per year. Johansson Aff. ¶ 69. The Northbridge contract was scheduled for renewal on March 1, 2025. Id. On November 14, 2024, Farris sent a series of Westmark Health IT messages to William Okafor, Chief Technology Officer of Northbridge, soliciting Northbridge's business for Meridian. Tremblay Aff. ¶ 71; Ex. G. In these messages, Farris stated that he could offer Northbridge a "better platform at a better price" and encouraged Okafor to "explore alternatives before your renewal." Id.
The total at-risk annual contract value from these four solicited clients is $11.7 million per year. Johansson Aff. ¶ 73. Each of these clients was personally managed by Farris during his tenure at AHT, and each solicitation was conducted using the client relationships and confidential knowledge of client needs that Farris acquired in his capacity as AHT's CRO. Id. ¶ 74.
4. Employee Solicitation (February 2025). AHT has evidence that Farris also violated § 9 of the Separation Agreement by soliciting AHT employees to join Meridian Healthworks.
On February 10, 2025, Renata Solis, a Senior Director of Enterprise Sales at AHT, submitted her resignation. Tremblay Aff. ¶ 76. On February 24, 2025, Jerome Ashworth, also a Senior Director of Enterprise Sales, submitted his resignation. Id. ¶ 77. Both Solis and Ashworth reported directly to Farris during his tenure as CRO. Id. ¶ 78. Both commenced employment at Meridian Healthworks within two weeks of their respective resignations. Id. ¶ 79.
AHT possesses text message evidence demonstrating that Farris contacted both Solis and Ashworth prior to their resignations. Id. ¶ 80; Ex. K. The content of these text messages indicates that Farris actively encouraged both individuals to leave AHT and join Meridian, describing Meridian's compensation packages and growth prospects and disparaging AHT's future in the process. Id. ¶ 81.
Solis and Ashworth were two of AHT's most experienced and productive enterprise sales professionals, collectively managing approximately $18 million in client relationships. Johansson Aff. ¶ 82. Their departures have materially weakened AHT's commercial team and disrupted the management of key client accounts during a critical period when AHT is defending against Farris's client solicitation campaign. Id. ¶ 83.
D. Resulting Harm to AHT
The harm inflicted on AHT by Farris's conduct has been severe, is ongoing, and continues to escalate. AHT presents the following evidence of damages suffered to date:
Confirmed and Probable Lost Business. Two of the four enterprise clients solicited by Farris have already been lost or are in the process of being lost:
• Northbridge Community Health Network declined to renew its AHT contract upon its March 1, 2025 expiration. On March 15, 2025, Northbridge signed a new contract with Meridian Healthworks. The lost annual contract value is $1.6 million per year. Johansson Aff. ¶ 85; Ex. J.
• Lakeview Regional Health System formally notified AHT of its intent not to renew its contract by letter dated October 28, 2025. Johansson Aff. ¶ 86; Ex. I. The lost annual contract value is $4.3 million per year.
The combined confirmed and probable lost annual contract value from these two clients is $5.9 million per year. Assuming an average remaining contract relationship term of three years — consistent with AHT's historical multi-year contract structure — the total multi-year contract value at risk is $17.7 million. Johansson Aff. ¶ 88.
Pipeline Conversion Loss. AHT's new business pipeline has been materially impacted by Farris's false public statements. AHT's sales pipeline conversion rate — the percentage of qualified pipeline opportunities that convert to closed-won contracts — declined from 34% in the third quarter of fiscal year 2024 to 21% in the first quarter of fiscal year 2025, a decrease of thirteen percentage points. Johansson Aff. ¶ 89.
At least three prospective AHT clients cited "market concerns about Arbor's data quality" in their deal-loss feedback during this period. Johansson Aff. ¶ 90. This language is directly traceable to Farris's public statements, including his November 3, 2024 Westmark Health IT post (urging prospective clients to "ask hard questions about data accuracy and uptime"), his January 15, 2025 podcast statement about "serious clinical data integrity issues," and his December 12, 2024 X post about AHT's churn rate being "14% and climbing." Id. ¶ 91.
Dr. Tobias Hargrove of Hargrove Forensic Economics LLC, a nationally recognized expert in economic damages analysis, has analyzed the pipeline conversion decline and estimated that the incremental lost deals attributable to market perception harm during the period from the fourth quarter of 2024 through the second quarter of 2025 total approximately $8.2 million. Johansson Aff. ¶ 92.
Reputational Remediation Costs. AHT has incurred $340,000 in actual out-of-pocket costs for reputational remediation efforts through October 2025, including: (a) retaining Brindoval Strategic Communications, LLC, a public relations firm specializing in crisis communications, to develop and execute a market reputation recovery strategy ($215,000); (b) proactive customer outreach, including in-person executive visits to at-risk client accounts ($87,000 in travel and personnel costs); and (c) retention of Stonebridge Investigative Group LLC for evidence preservation and digital forensic analysis ($38,000). Tremblay Aff. ¶ 95.
Ongoing and Escalating Nature of Harm. The harm to AHT is not historical — it is ongoing and intensifying. As of the date of this filing:
• None of Farris's social media posts have been deleted or removed. They remain publicly accessible to anyone who views his Westmark Health IT or X profiles. Tremblay Aff. ¶ 97.
• Both podcast episodes — The Digital Health Download (January 15, 2025) and HealthTech Insider (March 4, 2025) — remain publicly available for download and streaming on all major podcast platforms. Id. ¶ 98.
• Farris remains employed at Meridian Healthworks in a client-facing, commercially oriented role, with continued access to the client relationships he built during his tenure at AHT. Johansson Aff. ¶ 99.
• Two of the four solicited clients — Prairieland Medical Group and Summit Atlantic Health Partners — have contract renewal dates approaching (July 1, 2025 and September 1, 2025, respectively), and AHT has reason to believe that Farris's solicitation efforts with respect to these clients are ongoing. Id. ¶ 100.
• Every day that Farris's false statements remain in the public domain, they continue to be accessed, shared, and cited by prospective clients, industry analysts, and market participants, compounding the reputational harm to AHT. Id. ¶ 101.
E. Pre-Suit Demand and Defense Counsel's Response
AHT made multiple good-faith efforts to resolve this matter short of litigation before filing the instant motion.
On September 15, 2025, AHT General Counsel Marcus Tremblay sent a detailed pre-suit demand letter to Farris at his home address, documenting the specific breaches of the Separation Agreement and demanding immediate cessation of all breaching conduct, removal of all disparaging public statements, and compliance with all restrictive covenants. Tremblay Aff. ¶ 103; Ex. N.
Rather than comply, Farris retained counsel. On October 3, 2025, Constance A. Whitfield of Whitfield, Boone & Calloway LLP responded on Farris's behalf. Tremblay Aff. ¶ 105; Ex. O. The Whitfield letter denied all material allegations, asserted that Farris's public statements were protected by the First Amendment and implicated the public interest, and declined to take any remedial action. Id. ¶ 106.
On November 19, 2025, undersigned counsel at Calderwood & Harkness LLP sent a follow-up demand letter to Whitfield, Boone & Calloway LLP, reiterating AHT's claims and demanding compliance with all covenants within forty-eight hours. Tremblay Aff. ¶ 108; Ex. P. As of the filing of this Memorandum on November 21, 2025, AHT has received no response, and Farris has taken no steps to comply with any of his obligations under the Separation Agreement. Id. ¶ 109.
III. LEGAL STANDARD FOR PRELIMINARY INJUNCTIVE RELIEF
Under Massachusetts law, a court may grant a temporary restraining order or preliminary injunction pursuant to Mass. R. Civ. P. 65 and M.G.L. c. 214, § 1, upon a showing that emergency equitable relief is warranted to preserve the status quo and prevent irreparable harm pending resolution of the merits.
The governing standard for the issuance of a preliminary injunction in Massachusetts was established by the Supreme Judicial Court in Packaging Industries Group, Inc. v. Cheney, 380 Mass. 609, 617 (1980). Under Packaging Industries, a court must evaluate three principal factors: "(1) the moving party's claim of injury and chance of success on the merits; (2) the risk of irreparable harm if the injunction is not granted; and (3) the balance of equities, including the risk of harm to the adverse party and the public interest." Id. at 617 (internal citations omitted). See also GTE Prods. Corp. v. Stewart, 421 Mass. 22, 26 (1995) (reaffirming and applying the Packaging Industries standard).
In applying the Packaging Industries framework, courts engage in a sliding-scale analysis: "What matters as to each party is not the raw amount of irreparable harm the party might conceivably suffer, but rather the risk of such harm in light of the party's chance of success on the merits." Packaging Indus., 380 Mass. at 617. This formulation "measure[s] the moving party's likelihood of success on the merits" against "the risk of irreparable harm to the parties and the public interest." GTE Prods., 421 Mass. at 26.
Massachusetts courts have consistently recognized the following principles in applying this standard to cases involving breaches of restrictive covenants in employment agreements:
First, courts give substantial weight to the parties' own assessment of the appropriate remedies for breach. Where, as here, a separation agreement expressly acknowledges that breach of restrictive covenants will cause irreparable harm and entitles the non-breaching party to injunctive relief, courts treat these contractual provisions as strong evidence supporting the issuance of an injunction. See Corporate Techs., Inc. v. Harnett, 731 F.3d 6, 10 (1st Cir. 2013) (applying Massachusetts law and noting that "contractual provisions acknowledging irreparable harm and authorizing injunctive relief are entitled to significant weight"); Sentry Ins. v. Firera, 2007 WL 2068894, at *4 (Mass. Super. Ct. June 21, 2007) (same).
Second, in cases involving breach of non-solicitation covenants and misappropriation of confidential information, the showing required for irreparable harm is "relatively easily made" because the harm from such conduct is, by its nature, difficult to quantify and impossible to fully remedy through monetary damages alone. Peggy Lawton Kitchens, Inc. v. Hogan, 18 Mass. App. Ct. 937, 938 (1984); see also Tobin v. Ravenswood Energy, Inc., 2021 WL 3562982, at *5 (Mass. Super. Ct. Aug. 2, 2021) ("Loss of customer goodwill and relationships, once eroded, cannot be restored by a damages award.").
Third, the court has broad equitable discretion in fashioning the scope and terms of injunctive relief. GTE Prods., 421 Mass. at 26. The court may enter an injunction that is narrowly tailored to address the specific harms demonstrated by the movant while minimizing unnecessary burden on the respondent. Id.
Fourth, where a temporary restraining order is sought, the court must determine whether the movant faces immediate and irreparable harm requiring relief prior to a full hearing on the preliminary injunction motion. The standard for a TRO is substantively the same as for a preliminary injunction, though the showing of immediacy and urgency may be heightened. See Rohm & Haas Elec. Materials, LLC v. Shivvers, 2018 WL 3150257, at *2 (Mass. Super. Ct. May 10, 2018).
As set forth below, AHT satisfies each element of the Packaging Industries standard by a wide margin.
IV. ARGUMENT
A. AHT Is Likely to Succeed on the Merits
AHT presents seven independent causes of action, each of which, standing alone, demonstrates a strong likelihood of success on the merits. Taken together, they present an overwhelming case for injunctive relief.
1. Breach of the Non-Disparagement Covenant (§ 6). AHT is virtually certain to succeed on its claim that Farris has materially breached the non-disparagement covenant in § 6 of the Separation Agreement. The legal analysis is straightforward: the covenant is clear and unambiguous, Farris was paid over one million dollars in exchange for it, and the evidence of his violations is extensive and irrefutable.
Section 6 of the Separation Agreement provides that Farris "shall not make any written or oral statement, whether in public or private, that disparages, defames, or casts in a negative light the Company, its products, services, technology, business practices, officers, directors, employees, agents, or investors." Ex. A, § 6. The language is broad, encompassing any statement — written or oral, public or private — that casts AHT or its personnel in a negative light. There is no ambiguity in this provision; it is a comprehensive prohibition on disparagement in any form.
Farris has violated § 6 on at least six separate occasions between November 2024 and March 2025:
(a) His November 3, 2024 Westmark Health IT post described AHT as a company that "treated its customers like ATMs and its employees like disposable parts" and stated that AHT's "culture . . . is rotten from the top." Ex. B-1.
(b) His November 18, 2024 Westmark Health IT post accused AHT of "inflat[ing] its NPS scores to close deals" and stated that AHT's board "doesn't care — only EBITDA matters." Ex. B-2.
(c) His December 12, 2024 X post stated that AHT's "churn rate is 14% and climbing" and called AHT's retention claims "pure fiction." Ex. C.
(d) His February 3, 2025 Westmark Health IT post accused AHT's management of "hiding" a client departure "from investors." Ex. B-3.
(e) His January 15, 2025 podcast appearance on The Digital Health Download, in which he stated that AHT's platform has "serious clinical data integrity issues" and characterized AHT's leadership as "financially motivated to suppress quality concerns." Ex. D.
(f) His March 4, 2025 podcast appearance on HealthTech Insider, in which he called AHT's product "legacy tech with a SaaS wrapper" and described Dr. Johansson's leadership as "delusional." Ex. E.
Each of these statements independently violates § 6. The statements are not ambiguous, equivocal, or capable of a benign interpretation. They are pointed, specific, and unequivocally disparaging attacks on AHT, its products, its leadership, its board, and its investors.
Massachusetts law firmly establishes that non-disparagement covenants in separation agreements are enforceable. See Corporate Techs., Inc. v. Harnett, 731 F.3d 6, 10–11 (1st Cir. 2013) (applying Massachusetts law and enforcing post-employment non-disparagement covenant); Sentry Ins. v. Firera, 2007 WL 2068894, at 3–4 (Mass. Super. Ct. June 21, 2007) (enforcing non-disparagement covenant in separation agreement and issuing preliminary injunction). Such covenants are "private contractual agreements voluntarily entered into by the parties" and are "analyzed under ordinary principles of contract law." Corporate Techs., 731 F.3d at 10. They are particularly enforceable where, as here, the departing employee received substantial consideration in exchange for the covenant. Id.* at 11.
Farris's non-disparagement obligation was supported by extraordinary consideration. He received $1,016,866 — more than 2.6 times his annual salary — in exchange for the covenants in the Separation Agreement. He was a sophisticated executive, earning $385,000 per year, who was afforded a twenty-one-day review period and a seven-day revocation period. He had every opportunity to consult with counsel, negotiate the terms, or reject the agreement entirely. He chose to execute it and accept the consideration. Having done so, he is bound by its terms. See A.R.S. Servs., Inc. v. Tarvick, 85 Mass. App. Ct. 1122 (2014) (enforcing post-employment restrictive covenants supported by adequate consideration).
Moreover, Farris's statements are not merely critical opinions for which some latitude might arguably be afforded under a non-disparagement covenant. They are specific, false factual assertions: that AHT's churn rate is 14% (it is 8.2%); that AHT's gross margin is "barely 55%" (it is 68.7%); that AHT "inflated its NPS scores to close deals"; and that AHT's management is "hiding" material information "from investors." These are statements of verifiable fact, not protected opinion, and they are demonstrably false. The likelihood of success on this claim approaches certainty.
2. Breach of the Confidentiality Covenant (§ 7). AHT is equally likely to succeed on its claim that Farris has breached the confidentiality covenant in § 7 of the Separation Agreement by publicly disclosing AHT's Confidential Information.
Section 7 obligates Farris to maintain in confidence all Confidential Information — defined to include "client lists, client contact information, client-specific pricing and contract terms, financial results, financial projections, revenue data, churn and retention metrics, product roadmaps, technology architecture, [and] strategic plans" — for five years following the Effective Date, through August 30, 2029. Ex. A, § 7(a). The breadth of this definition is appropriate given Farris's senior role and access to virtually all of AHT's proprietary business data during his nearly four-year tenure as CRO.
Farris has disclosed Confidential Information on at least three occasions:
(a) Client-Specific Pricing Data. In his February 3, 2025 Westmark Health IT post, Farris disclosed that "one of Arbor's top-5 health system clients pays $4.3M/yr." Ex. B-3. Client-specific pricing information is expressly included in the Separation Agreement's definition of Confidential Information. The $4.3 million figure corresponds to Lakeview Regional Health System's annual contract value, making the identity of the client readily ascertainable to market participants familiar with AHT's enterprise client roster. Johansson Aff. ¶ 39.
(b) Churn Rate Metrics. In his December 12, 2024 X post, Farris stated that "Arbor Health's churn rate is 14% and climbing." Ex. C. While the figure Farris cited is false (the actual figure is 8.2%), the disclosure of any churn rate data — whether accurate or not — constitutes a disclosure of Confidential Information. AHT's internal churn metrics are not publicly reported and are closely held as competitively sensitive financial data. Tremblay Aff. ¶ 36.
(c) Gross Margin Data. In his March 4, 2025 podcast appearance on HealthTech Insider, Farris stated that AHT's gross margin was "barely 55%." Ex. E. Again, the figure is materially false (the actual figure is 68.7%), but the disclosure of any gross margin data constitutes a breach of § 7 regardless of accuracy. AHT is a privately held company; its financial metrics are not publicly available and are treated as highly confidential. Tremblay Aff. ¶ 51.
The five-year confidentiality period established in § 7 is reasonable under Massachusetts law and runs through August 30, 2029. See Jet Spray Cooler, Inc. v. Crampton, 361 Mass. 835, 842 (1972) (upholding confidentiality obligations extending well beyond the term of employment). There can be no serious dispute that Farris knew this information was confidential; he acknowledged as much in § 7(c) of the Separation Agreement, where he stated that the Confidential Information "constitutes valuable trade secrets and proprietary information of the Company" and that "unauthorized disclosure would cause irreparable harm."
AHT has established that it treats this information as confidential and takes reasonable measures to protect it. Access to client-specific pricing data, financial performance metrics, and pipeline information is restricted on a need-to-know basis within the organization, maintained in access-controlled systems, and subject to confidentiality obligations for all employees. Tremblay Aff. ¶¶ 38–41. None of this information is publicly available, as AHT is a privately held company. Id. ¶ 39.
AHT's likelihood of success on this claim is overwhelming.
3. Breach of the Client Non-Solicitation Covenant (§ 8). AHT is virtually certain to succeed on its claim that Farris has breached the client non-solicitation covenant in § 8 of the Separation Agreement.
Section 8 provides that for twenty-four months following the Effective Date — through August 30, 2026 — Farris will not "solicit, divert, service, or attempt to solicit, divert, or service any Client for the purpose of providing products or services that are competitive with the Company's products or services." Ex. A, § 8(a). "Client" is defined as any entity that was a customer of AHT during the twelve months preceding the Effective Date, or any entity that was an active prospective customer in AHT's pipeline as of the Effective Date. Id. § 8(b).
The evidence of Farris's violations is documentary and unambiguous. Within weeks of joining Meridian Healthworks, Farris personally solicited four of AHT's enterprise clients:
(a) Lakeview Regional Health System — AHT client; ACV $4.3M/yr. Farris emailed Dr. Nina Castellano on November 8, 2024, offering a "competitive transition package" at Meridian. Ex. F.
(b) Prairieland Medical Group — AHT client; ACV $2.1M/yr. Farris called CEO Thomas Rourke on December 2, 2024, to solicit Prairieland's business for Meridian. Johansson Aff. ¶ 62.
(c) Summit Atlantic Health Partners — AHT client; ACV $3.7M/yr. Farris met in person with COO Angela Firth at a Boston industry conference on January 22, 2025, and solicited Summit Atlantic's business for Meridian. Johansson Aff. ¶ 66.
(d) Northbridge Community Health Network — AHT client; ACV $1.6M/yr. Farris sent Westmark Health IT messages to CTO William Okafor on November 14, 2024, encouraging Northbridge to "explore alternatives before your renewal." Ex. G.
Each of these four organizations was a customer of AHT during the twelve months preceding the Effective Date and therefore qualifies as a "Client" under § 8(b). Each contact was made by Farris personally, for the purpose of soliciting the client's business for Meridian Healthworks — a direct competitor of AHT. Each contact occurred well within the twenty-four-month restricted period.
Massachusetts law enforces non-solicitation covenants where they are reasonable in scope, duration, and geographic reach. See All Stainless, Inc. v. Colby, 364 Mass. 773, 778 (1974); Augat, Inc. v. Aegis, Inc., 409 Mass. 165, 172 (1991); Marine Contractors Co. v. Hurley, 365 Mass. 280, 287 (1974). The covenant at issue here is narrowly and reasonably tailored in all respects:
• Duration: Twenty-four months. Massachusetts courts regularly enforce non-solicitation covenants of this duration. See New England Canteen Serv., Inc. v. Ashley, 372 Mass. 671, 674 (1977) (enforcing two-year non-solicitation covenant); Novelty Bias Binding Co. v. Shevrin, 342 Mass. 714, 717 (1961) (same).
• Scope: The covenant is limited to solicitation of "Clients" — entities that were customers of AHT during the twelve months preceding the Effective Date or active prospective customers in AHT's pipeline. It does not prohibit Farris from working in the healthcare technology industry generally, from marketing Meridian's products to the general market, or from serving clients who were not AHT clients during the relevant period.
• Activity Restricted: The covenant restricts only solicitation, diversion, and servicing of AHT clients for competitive purposes. It does not impose a blanket non-compete obligation.
Courts have specifically held that non-solicitation covenants in separation agreements supported by adequate consideration are enforceable even where a corresponding non-compete might be subject to greater scrutiny. See Boulanger v. Dunkin' Donuts Inc., 442 Mass. 635, 641 (2004) (distinguishing non-solicitation covenants from non-compete agreements and noting the former's narrower impact on the employee's ability to earn a livelihood); EMC Corp. v. Allen, 2013 WL 4511957, at *5 (Mass. Super. Ct. Aug. 8, 2013) (granting preliminary injunction to enforce non-solicitation covenant in separation agreement).
The evidence of Farris's violations is clear, the covenant is enforceable, and AHT's likelihood of success on this claim is compelling.
4. Breach of the Employee Non-Solicitation Covenant (§ 9). AHT is also likely to prevail on its claim that Farris breached the employee non-solicitation covenant in § 9 of the Separation Agreement.
Section 9 prohibits Farris from "recruit[ing], solicit[ing], hir[ing], or attempt[ing] to recruit, solicit, or hire any employee of the Company, or encourage[ing], induce[ing], or assist[ing] any employee of the Company to terminate his or her employment with the Company" for twenty-four months following the Effective Date. Ex. A, § 9.
The evidence establishes that two senior AHT sales directors — Renata Solis and Jerome Ashworth — who both reported directly to Farris during his tenure as CRO, resigned from AHT on February 10, 2025 and February 24, 2025, respectively. Tremblay Aff. ¶¶ 76–77. Both commenced employment at Meridian Healthworks within two weeks of their resignations. Id. ¶ 79.
The timing and circumstances of these departures alone would raise a strong inference of solicitation. But AHT has more than circumstantial evidence: it possesses text messages between Farris and both Solis and Ashworth, sent prior to their resignations, in which Farris actively encouraged them to leave AHT and join Meridian. Ex. K; Tremblay Aff. ¶¶ 80–81. The content of these messages — describing Meridian's compensation packages and growth prospects, while disparaging AHT's future — constitutes classic employee solicitation in direct violation of § 9.
Massachusetts courts have consistently enforced employee non-solicitation covenants of this type. See All Stainless, Inc. v. Colby, 364 Mass. at 778 (enforcing covenant prohibiting solicitation of former employer's employees); New England Canteen Serv., Inc. v. Ashley, 372 Mass. at 675 (same). The twenty-four-month duration is well within the range courts have upheld, and the covenant is limited to employees of AHT — not all persons in the healthcare technology labor market.
5. Violation of the Massachusetts Trade Secrets Act (M.G.L. c. 93, § 42). In addition to his contractual breaches, Farris's conduct constitutes a violation of the Massachusetts Trade Secrets Act, M.G.L. c. 93, §§ 42–42A.
Under the statute, a trade secret is defined as information 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. M.G.L. c. 93, § 42. The statute provides that "[a]ctual or threatened misappropriation may be enjoined." M.G.L. c. 93, § 42A(a).
AHT's client lists, client-specific pricing data, financial performance metrics (including churn rates and gross margins), and pipeline data constitute t

COMMONWEALTH OF MASSACHUSETTS

SUFFOLK COUNTY SUPERIOR COURT

ARBOR HEALTH TECHNOLOGIES INC.,

DESMOND R. FARRIS,

TABLE OF CONTENTS

TABLE OF AUTHORITIES

I. PRELIMINARY STATEMENT

II. STATEMENT OF FACTS

III. LEGAL STANDARD FOR PRELIMINARY INJUNCTIVE RELIEF

IV. ARGUMENT

Record

Parties

Dates

Amounts