**MEMORANDUM** **LexCore v. Adrian / Evidentia — Emergency Relief Analysis** ## I. Trade Secret Categories LexCore has strong trade secret claims as to some categories, not others. ### Likely trade secrets - **Customer usage statistics, pricing models, and customer renewal forecasts.** These are the strongest categories. They are non-public, competitively valuable, and access-limited to roughly 70 employees. A direct competitor could use them to undercut LexCore, target renewal risk, and price around LexCore’s position. - **Internal model-evaluation datasets and feature-ranking experiments.** Also strong. These are internal R&D assets, limited to 32 employees, and the technical resemblance to Evidentia’s final product makes them central. - **Product roadmaps.** Likely protectable, though weaker because 400 employees had access. Still, internal access by employees with confidentiality obligations does not necessarily make information “generally known” to the market. Roadmaps have clear competitive value. - **Internal annotations on public court documents.** The underlying public documents are not trade secrets. But LexCore’s annotations can qualify if they reflect non-public analysis, strategy, or evaluation that is not readily ascertainable. LexCore must identify the specific annotations; it cannot claim the public documents as a whole. - **Customer-contact spreadsheet.** This is closer to a “customer list” claim. If it is simply names available from public sources, it is weak. If it includes non-public contacts, buying signals, renewal dates, or account intelligence, it can qualify as a protected compilation. LexCore must show the value comes from the compiled non-public information. ### Not trade secrets - **Public statutes and court rules.** - **Publicly available court documents, except for LexCore’s internal annotations.** --- ## II. Reasonable Measures LexCore’s protections were likely sufficient for the narrow categories, but not perfect — and perfect security is not required. In LexCore’s favor: - It required confidentiality agreements. - It provided annual security training. - It used password-protected systems. - It restricted the most sensitive data to 32 or 70 employees. - It prohibited unapproved external storage, which is a protective measure, even if violated. Against LexCore: - Some internal links had no expiration date. - Documents were inconsistently labeled. - Former employees’ access was sometimes disabled days late. - The product roadmap was accessible to 400 employees. These weaknesses do not necessarily defeat a trade secret claim. Courts evaluate reasonableness in context. But Evidentia will use them to argue that LexCore did not treat the information as secret with ordinary rigor. The strongest claims are those involving data with narrow access controls: pricing, customer usage/renewal data, evaluation datasets, and feature-ranking experiments. --- ## III. Misappropriation, Breach, and Related Claims ### A. Initial authorized copying and the 5:08 p.m. downloads The initial 80 GB copy is not an unauthorized-access violation under the applicable computer-access statute, because Adrian had valid access at the time. Copying while technically authorized may still breach contract or confidentiality duties, but it is not “unauthorized access.” That does not mean the copy is legally harmless. If Adrian copied the files in violation of LexCore’s external-storage policy, or for a competitive purpose after deciding to leave, it can be a breach of confidentiality and a misappropriation if the copying was a breach of his duty to maintain secrecy. The timing — two days before resignation — and the breadth of the copy support an inference that he was assembling a competitive arsenal. The 5:08 p.m. downloads are different. Adrian’s access was scheduled to end at 5:00 p.m. Under the stated rule, access after credentials are revoked is unauthorized. So the download of fourteen product-release files at 5:08 p.m. is a plausible unauthorized-access claim. The difficulty is intent and causation: Adrian says an automated synchronization caused it and he did not know his credentials had been revoked. If he intentionally caused or knowingly allowed that access, LexCore has a claim; if it was a truly automatic sync he had no reason to expect, the computer-access claim is weaker. Either way, the event is important forensic evidence. ### B. Misappropriation LexCore can argue misappropriation in two ways: 1. **Acquisition by improper means.** Adrian copied 80 GB of confidential data onto an encrypted external drive shortly before resigning, in violation of company policy, for reasons not tied to any stated work need. If the copy itself breached his confidentiality duties, the acquisition was improper. 2. **Use or disclosure without consent.** Adrian owed LexCore a duty of secrecy. If he used LexCore pricing, evaluation data, roadmaps, or customer information at Evidentia, that is classic misappropriation. Evidence includes: - Evidentia’s feature resembling LexCore’s roadmap; - technical choices resembling LexCore’s internal evaluation experiments; - Adrian’s pitch to a LexCore customer using knowledge of LexCore’s postponed workflow problem. Evidentia itself can be liable if it knew or should have known that Adrian owed duties and that the information came from LexCore. ### C. Threatened misappropriation Inevitable disclosure alone is not enough. LexCore must show concrete evidence of likely use or disclosure. LexCore has more than “he works for a competitor and knows secrets”: - Adrian took specific secret files, not merely general knowledge. - He took pricing, renewal, roadmap, and evaluation data. - He became Evidentia’s product lead immediately. - Evidentia’s product choices resemble LexCore’s secret experiments. - Adrian actively encouraged a LexCore customer to look at Evidentia. That combination supports a threatened-misappropriation claim. But the Evidentia response — preexisting development and a clean room — reduces the threat. If the only remaining basis is that Adrian has knowledge in his head, then under the governing law that is insufficient. ### D. Breach of confidentiality This is LexCore’s easiest claim. Adrian signed a confidentiality agreement. Copying company files onto an unapproved external drive, retaining them after departure, and potentially using them at a competitor is a likely breach. Even if he never used the files, the retention and unauthorized copying may itself breach the agreement. ### E. Customer solicitation The non-solicitation agreement is enforceable only as to customers with whom Adrian had material contact, and only to the extent reasonably necessary. The customer who contacted Adrian is important: initial contact by the customer does not automatically defeat solicitation. Adrian’s response — > “You should see what Evidentia is launching. It solves the workflow problem LexCore kept postponing.” — is active encouragement. It promotes Evidentia, criticizes LexCore’s product roadmap, and likely induced the customer to move part of its business. That is solicitation. As to the other two customers, the facts are too thin. Merely responding to a customer contact is not necessarily solicitation. LexCore should seek relief only as to customers with whom Adrian had material contact and whom he actively solicited. ### F. Unauthorized access - **80 GB copy:** no unauthorized-access claim because he had valid access. - **5:08 p.m. downloads:** viable if access was revoked and Adrian caused or knowingly allowed the access. The unauthorized-access claim is secondary. Its main value is evidentiary: it shows post-termination taking of confidential product-release files. ### G. Spoliation — wiping the external drive The secure wiping of the drive after LexCore sent a cease-and-desist letter is serious. Once litigation is reasonably anticipated, Adrian had a duty to preserve relevant evidence. Using secure-erasure software after receiving a demand to destroy an entire drive — including company files — supports a spoliation finding. The harder question is the adverse inference. An adverse inference requires intent to deprive. Adrian’s explanation — personal tax and medical records, belief LexCore already had the company files — may or may not be credible. But the deliberate use of secure-erasure software, after a preservation duty arose, is strong evidence of intent to destroy evidence. A court may reasonably infer that the erased drive contained relevant LexCore trade secrets and that Adrian intended to prevent their use in litigation. At minimum, LexCore should ask the court to: (1) allow a spoliation sanction; (2) give an adverse inference instruction; and (3) consider the spoliation in evaluating whether LexCore would suffer irreparable harm. --- ## IV. Irreparable Harm LexCore can likely show irreparable harm on the trade secret claims, at least narrowly. Trade secret harm is often irreparable because once information is disclosed, the secrecy is lost forever. Pricing models, evaluation datasets, customer renewal forecasts, and roadmap strategy are particularly difficult to value or remedy with money damages. The harm is stronger because Adrian is at a direct competitor and has already encouraged one customer to move business. If Evidentia uses LexCore’s confidential experiments and pricing data, LexCore may lose market position in ways that cannot be unwound. However, the irreparable harm showing is weaker as to the **specific announced feature** because Evidentia has records showing it began work nine months earlier. That cuts against an emergency order barring release of Evidentia’s entire product. --- ## V. Which Requested Restraints Are Overbroad Several parts of LexCore’s requested relief are likely overbroad: 1. **Preventing Adrian from working on competing products.** This is a de facto noncompete. Adrian did not sign a noncompetition agreement, and noncompetes unrelated to the sale of a business are void. A court cannot use trade secret law to turn a confidentiality agreement into one. 2. **Barring release of Evidentia’s feature.** This is likely overbroad. Evidentia has evidence the general feature was in development before Adrian arrived. LexCore cannot stop an independent product unless it proves specific elements were derived from its trade secrets. At most, LexCore could seek to bar use of specific technical choices derived from LexCore’s evaluation data — not the whole feature. 3. **Imaging Evidentia’s systems generally.** Emergency forensic relief must be proportionate. A broad imaging order would expose Evidentia’s legitimate confidential information. The court should require a targeted forensic protocol, not a wholesale search. 4. **Prohibiting contact with all LexCore customers.** This is overbroad. The non-solicitation provision applies only to customers with whom Adrian had material contact. It also forbids solicitation, not all communication. LexCore should not ask for a blanket no-contact order. --- ## VI. Strongest Defenses for Adrian and Evidentia ### 1. No noncompete and inevitable disclosure is not enough Adrian and Evidentia will argue that LexCore is trying to do indirectly what it cannot do directly: prevent Adrian from working at a competitor. A TRO that bars him from “competing products” is an unenforceable noncompete. ### 2. Authorized initial copying Adrian had access to the files. He says he routinely copied materials to work from home and that LexCore’s remote system was unreliable. If the copying was not a breach of policy or was consistent with an accepted practice, the misappropriation theory weakens. ### 3. Independent development Evidentia’s records showing work began on the feature nine months earlier are significant. They undermine the inference that the new feature came from LexCore’s roadmap. Evidentia can argue coincidence or independent development, especially if the general feature was already planned. ### 4. Clean-room protocol Evidentia will rely on its clean-room protocol and its statement that Adrian has no access to LexCore-derived files. If genuine, this reduces the risk of ongoing use. It does not necessarily protect Evidentia from past use, but it helps defeat emergency relief. ### 5. Trade secret protection was not reasonable Evidentia may argue that broad access to the roadmap, inconsistent labeling, non-expiring links, and delayed deprovisioning show LexCore did not take reasonable steps to protect the information. This is weaker for the access-limited datasets but may matter for less protected documents. ### 6. Customer solicitation defenses For two of the three customers, Adrian can argue he merely responded to incoming contact. For the customer he actively pitched, the defense is much weaker. --- ## VII. Strategic Risk of an Unsuccessful Emergency Application LexCore should be careful. A broad TRO application could fail and damage LexCore strategically. Risks include: - The court may view LexCore as trying to enforce a void noncompete. - The court may credit Evidentia’s independent development and clean room, making LexCore look overreaching. - A denied TRO could give Evidentia a public victory, weaken settlement leverage, and encourage Evidentia to move faster. - A broad imaging request may cause the court to impose limits, or worse, distrust LexCore’s entire case. - LexCore could face fee exposure or a later argument that the emergency application was unreasonable. A narrow, credible TRO preserves LexCore’s reputation with the court and keeps the focus on the strongest evidence: the 80 GB copy, the wiped drive, the customer solicitation, and the suspicious technical similarities. --- ## VIII. Recommended Path: Narrow TRO, Not Broad Relief LexCore should seek a TRO immediately, but only a narrow, defensible one. ### A. Temporary relief The TRO should: - **Preserve evidence.** Adrian and Evidentia must preserve all relevant documents, communications, development records, and system logs, including anything related to the 80 GB copy, the 5:08 p.m. downloads, the cleaned drive, and the clean-room protocol. - **Sequestration.** Adrian should return or identify any LexCore files or devices in his possession. If any LexCore files remain, they should be sequestered and not used. - **Non-use.** Prohibit Adrian and Evidentia from using or disclosing LexCore’s trade secrets, especially pricing models, customer usage/renewal data, evaluation datasets, feature-ranking experiments, and internal annotations. - **Customer solicitation.** Prohibit Adrian from soliciting only customers with whom he had material contact, and specifically the three customers identified. Do not ask for a blanket no-contact order. - **No broad employment ban.** Do not ask the court to prevent Adrian from working generally on Evidentia products. - **No broad feature ban.** Do not seek to bar release of Evidentia’s entire feature at the TRO stage. If necessary, seek a short hold only on specific technical choices claimed to derive from LexCore’s evaluation data, and only after a more developed record. ### B. Forensic examination LexCore should ask for a targeted forensic examination, not broad imaging of Evidentia’s systems. A defensible protocol would include: - An independent forensic examiner, not LexCore’s counsel, conducting the search. - Hash matching for known LexCore files and limited keyword searches focused on LexCore-specific data, customers, pricing, and project names. - Search of Adrian’s Evidentia-issued device, cloud accounts, and relevant project repositories. - A taint team or privilege screen to avoid exposing Evidentia’s unrelated confidential material. - No review of Evidentia’s core product code except as necessary to compare the disputed technical choices. This preserves the court’s concern about exposing Evidentia’s legitimate secrets. ### C. Expedited discovery LexCore should immediately seek expedited discovery: - Depose Adrian about the 80 GB copy, the wipe, the 5:08 p.m. downloads, his communications with Evidentia, and his contacts with LexCore customers. - Obtain Evidentia’s development records for the challenged feature, including the claimed nine-month preexisting work. - Obtain Evidentia’s clean-room protocol, implementation records, and communications with Adrian. - Obtain credential and system logs from LexCore to establish revocation timing and the 5:08 p.m. access. - Preserve Evidentia’s development repository and version history. ### D. Settlement LexCore should be open to settlement on realistic terms: - Adrian and Evidentia agree to return or destroy all LexCore files. - Evidentia submits to an independent forensic audit. - Evidentia maintains a genuine clean-room and confirms Adrian has no role in decisions using LexCore-derived information. - Adrian agrees to abide by the customer non-solicitation provision as to material-contact customers. - Evidentia pays compensation for proven misuse and the spoliation. - LexCore releases claims only after verification. The 80 GB copy and the wiped drive give LexCore real settlement leverage. But that leverage could be lost if LexCore asks for impossible relief and loses. --- ## IX. Conclusion LexCore should not file the broad emergency application described. It should file a **narrow TRO** focused on: 1. preservation; 2. non-use of trade secrets; 3. customer non-solicitation only as to material-contact customers; 4. a targeted forensic protocol; 5. expedited discovery. The strongest claims involve the restricted commercial data — pricing, customer usage, renewal forecasts, evaluation datasets, and feature-ranking experiments — not public documents or the entire Evidentia feature. The 5:08 p.m. downloads and the wiped drive are significant, but they are not enough to support a de facto noncompete. A narrow TRO is more likely to succeed, preserves credibility, and gives LexCore the discovery it needs to decide whether to seek broader injunctive relief later.