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Exhibit 99.1
HELLER EHRMAN WHITE & McAULIFFE
STANLEY YOUNG (State Bar No. 121180)
JOSHUA M. MASUR (State Bar No. 203510)
525 University Avenue
Palo Alto, CA 94301-1900
Telephone: (650) 324-7000
Facsimile: (650) 324-0638
Attorneys for Plaintiff
SONIC SOLUTIONS
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN JOSE DIVISION
SONIC SOLUTIONS, a California Case No.: C 00-21224 JW ADR
corporation,
COMPLAINT FOR INJUNCTIVE
Plaintiff, RELIEF AND DAMAGES;
v. DEMAND FOR JURY TRIAL:
Copyright Infringement,
SPRUCE TECHNOLOGIES, INC., Misappropriation of Trade Secrets,
a California corporation, and Breach of Contract, Intentional
KIRK E. PAULSEN, Interference with Contractual
Relations, Breach of Fiduciary Duty,
Defendants. Breach of Obligations under the
California Labor Code, False
Advertising or Promotion under 15
U.S.C.(SS).1125(a), Trade Libel,
Tortious Interference with
Prospective Business Advantage,
Unfair Competition under California
Bus. & Prof. Code(S)(S).17200 et
seq., Common Law Unfair Competition,
and Civil Conspiracy
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Plaintiff, Sonic Solutions ("Sonic"), alleges:
JURISDICTION AND VENUE
1. This is an action for copyright infringement arising under the
Copyright Act of 1976, 17 U.S.C. (S)(S) 101 et seq., for false advertising or
promotion under section 43(a) of the Lanham Act, 15 U.S.C. (S) 1125(a), and for
related claims of misappropriation of trade secrets, breach of contract,
intentional interference with contractual relations, breach of fiduciary duty,
breach of obligations under the California Labor Code, trade libel, tortious
interference with prospective business advantage, unfair competition under
California Business and Professions Code sections 17200 et seq., common law
unfair competition, and civil conspiracy.
2. This Court has jurisdiction of this action under 28 U.S.C.(S)(S)1331,
1338(a)(2) and (b), and this Court's pendent jurisdiction. Venue is proper in
this district under 28 U.S.C. (S)(S)1391 and 1400(a), and in the San Jose
Division under N.D. Cal. Civ. L.R. 3-2(c).
THE PARTIES
3. Sonic is a California corporation with its principal place of
business at 101 Rowland Way, Novato, California. Sonic is a leading manufacturer
of computer based tools used to prepare content for release on Digital Versatile
Disc ("DVD"), audio Compact Disc ("CD") and other digital publishing media.
4. Sonic is informed and believes and based thereon alleges that
Defendant Spruce Technologies, Inc. ("Spruce") is a California corporation with
its principal place of business at 1054 South De Anza Blvd., San Jose,
California.
5. Defendant Kirk E. Paulsen ("Paulsen") was first employed by Sonic on
August 12, 1991. He occupied a number of positions with Sonic, most recently as
Vice President for European Operations, in which capacity he was employed by
Sonic from mid-1996 to October 22, 1999. Sonic is informed and believes and
based thereon alleges that Paulsen is a resident of the State of California, and
that Paulsen became Spruce's Vice President of Sales on or about October 23,
1999.
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SPRUCE HAS INFRINGED SONIC'S COPYRIGHTS IN DVDIT!
6. Sonic's DVDit! software was the first application for DVD authoring
targeted at nonprofessional users, including consumers, videographers, and
corporate video producers.
7. In addition to conventional retail sales to end users, DVDit! is
bundled with major video editing, capture, encoding and media production systems
produced by a number of other companies who purchase DVDit! from Sonic and
include it with their products. These customers are commonly referred to as
original equipment manufacturer ("OEM") customers.
8. DVDit! contains a substantial amount of material wholly original
with Sonic and is copyrightable subject matter under the laws of the United
States. Sonic has complied in all respects with the Copyright Act of 1976, 17
U.S.C.(S)101 et seq., and all other laws governing copyright, and has applied to
the Register of Copyrights in order to obtain a Certificate of Registration for
versions 1.0.1, 1.1, and 2.0 of DVDit!. True and correct copies of these
applications are attached hereto as Exhibit A.
9. Since DVDit! was developed, Sonic has placed a copyright notice on
all copies of DVDit! that it has produced or licensed. Any copies of DVDit!
published by Sonic or under Sonic's authority or license, have been published in
strict conformity with the provisions of the Copyright Act of 1976, 17
U.S.C.(S)101, et seq., and all other laws governing copyright.
10. Since the development of DVDit!, Sonic has been and still is the
sole proprietor of all of its rights, title and interest in and to the
copyrights in DVDit!.
11. DVDit! differs substantially from the prior professional DVD
authoring applications marketed by both Sonic and Spruce. DVDit! is a
next-generation DVD authoring application that combines a rich set of features
with ease-of-use, making DVD production approachable to nonprofessional users,
including consumers, videographers, and corporate video producers. Specifically,
DVDit! allows a user to gather media assets, including but not limited to video
segments, audio segments, and still images, and produce an interactive
presentation from those assets without the type of detailed, labor-intensive
pre-
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production planning that previous-generation authoring applications require.
DVDit!'s unique functionality is enabled by and implemented in original source
and object code, and by an original graphical user interface ("GUI").
12. Defendant Spruce was and is also engaged in the business of
manufacturing solutions for DVD publishing. Spruce is a competitor of Sonic.
13. Sonic is informed and believes and based thereon alleges that,
sometime during 1999, Spruce acquired a copy of DVDit!.
14. Sonic is informed and believes and based thereon alleges that Spruce
acquired a copy of DVDit! so that it could unlawfully use, reverse engineer
and/or copy DVDit! or portions thereof to develop a product or products that
Spruce would attempt to market in competition with Sonic products.
15. Sonic is informed and believes and based thereon alleges that Spruce
knowingly and willfully copied DVDit! or portions thereof with the specific
purpose of duplicating this software and infringing Sonic's copyrights relating
to DVDit!.
16. Sonic is informed and believes and based thereon alleges that by
copying DVDit! or portions thereof, Spruce has developed at least one product,
SpruceUp, that is identical to, substantially similar to, or derived from DVDit!
or portions thereof in its expressive elements, including but not limited to its
GUI, as well as in various other respects.
17. Sonic is informed and believes and based thereon alleges that by
copying DVDit! or portions thereof, Spruce has incorporated or intends to
incorporate into its existing products software or portions thereof that are
identical or substantially similar to DVDit! in their expressive elements.
PAULSEN AND SPRUCE HAVE MISAPPROPRIATED SONIC'S TRADE SECRETS
AND OTHER CONFIDENTIAL INFORMATION
18. Paulsen signed a Sonic Solutions Invention and Confidential
Information Agreement on or about August 13, 1993 (the "Agreement"), a true and
correct copy of which is attached as Exhibit B.
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19. In that Agreement, Paulsen agreed not to use or disclose any
confidential information obtained by virtue of his employment by Sonic, except
as required by his duties to Sonic. Paragraph 6 of the Agreement defines
"confidential information" as "information disclosed to [Paulsen] or known to me
as a consequence of or through my employment by ... [Sonic], whether or not
related to [Paulsen's] duties at [Sonic], and includes trade secrets or any
other like information of value relating to the business and/or field of
interest of [Sonic]."
20. All other Sonic employees signed the same or similar Agreements with
Sonic.
21. The confidential information Paulsen obtained by virtue of his
employment by Sonic included but was not limited to information concerning the
experience, skills, and compensation of Sonic employees, sales and marketing
plans and strategies, and product development plans and strategies.
22. On or about October 8, 1999, Paulsen participated in a sales and
marketing strategy meeting at Sonic (the "sales and strategy meeting"). Since
Paulsen was based in London, Sonic obtained tickets for him to travel to San
Francisco to attend the meeting.
23. The topics at the sales and strategy meeting included the
reorganization of the sales groups, upcoming product introductions and sales
initiatives, strategic plans, and product research and development plans. During
that meeting, the group discussed in detail Sonic's progress with DVDit!,
including specific information concerning which companies Sonic had approached
as potential OEM customers for DVDit!, the status of each such customer and a
projection of the revenues that were estimated to derive from such customers.
Sonic is informed and believes and based thereon alleges that Paulsen left the
sales and strategy meeting to meet with representatives of Spruce concerning
employment with Spruce.
24. On or about October 17, 1999, Paulsen informed Sonic of his
intention to terminate his employment and to join Spruce.
25. Subsequent to the termination of Paulsen's duties at Sonic on or
about October 22, 1999, there remained no context in which he was permitted to
use or disclose the confidential information he received during his employment
at Sonic.
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26. On or about November 1, 1999, after Paulsen had resigned from
employment by Sonic, Sonic reminded him of his duties under the Agreement by
letter from attorney James R. Knox. A true and correct copy of that letter is
attached as Exhibit C.
27. Sonic is informed and believes and based thereon alleges that in
late 1999, Spruce pursued an aggressive hiring campaign targeting key Sonic
employees. Several employees in Sonic's software engineering and engineering
quality assurance groups were approached by recruiters acting on behalf of
Spruce.
28. Sonic is informed and believes and based thereon alleges that
Spruce's employee raiding was undertaken with knowledge that the plaintiff's
ability to compete would be harmed by those practices.
29. Sonic is informed and believes and based thereon alleges that
Spruce's recruiting efforts made use of highly confidential information
regarding the job duties, salaries, and past performance ratings of Sonic
employees.
30. Sonic is informed and believes and based thereon alleges that
Spruce's recruiters claimed that a Sonic employee would earn 30% to 40% more
with Spruce than he or she was then earning with Sonic, even though the employee
had not yet described to the recruiter his job duties, experience, or other
information needed to assess the employee's value. Because Spruce could not
reasonably make such an offer without confidential information regarding Sonic's
employee salaries, abilities, and experience, Sonic is informed and believes and
based thereon alleges that Spruce obtained confidential information from
Paulsen, who had recently been hired by Spruce.
31. On or about January 5, 2000, Sonic complained about Spruce's
employee raiding by letter from attorney James R. Knox to Spruce President and
CEO, Dr. Hiromu Soga. A true and correct copy of that letter is attached as
Exhibit D.
32. Sonic is informed and believes and based thereon alleges that on or
about the date of his arrival at Spruce, Paulsen conveyed to Spruce management
information concerning the development, sales and marketing plans of Sonic
concerning DVDit!, as well as information concerning Sonic's progress with
various actual and potential OEM
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customers. Sonic is informed and believes and based thereon alleges that Spruce
management either knew or should have known that this was confidential
information of Sonic.
33. Sonic is informed and believes and based thereon alleges that while
Spruce previously maintained only a limited development effort to produce
products to compete with DVDit!, shortly after Paulsen's arrival and based on
his knowledge Spruce initiated a "crash" project to develop a product
competitive with DVDit!. Sonic is informed and believes and based thereon
alleges that this "crash" project led directly to Spruce's need to hire
additional staff, and led directly to the attempted employee raiding and copying
of DVDit! earlier described.
34. Sonic is informed and believes and based thereon alleges that Spruce
controlled, directed and supervised Paulsen since at least the date that he
became Spruce's Vice President of Sales, and was responsible during that period
for Paulsen's actions.
35. The natural, probable and foreseeable result of the aforesaid
conduct of the defendants has been and will continue to be to deprive Sonic of
business and the licensing of DVDit!, to deprive Sonic of goodwill, to injure
Sonic's relations with prospective customers, and to impose substantial expenses
on Sonic to counteract the aforesaid conduct.
SONIC HAS BEEN FURTHER INJURED BY DEFENDANTS' CONDUCT
36. Sonic is informed and believes and based thereon alleges that at
least at the National Association of Broadcasters ("NAB") trade show in April,
2000, defendants willfully, without justification, and without privilege
communicated to other persons false and disparaging statements, including that
Sonic's demonstrations at NAB and other trade shows did not feature actual
software, but merely "a PowerPoint presentation" or other mockup of potential
software; that Sonic's software did not output video files (including MPEG
files) that complied with the applicable standards; and that Sonic was
abandoning its professional product line in favor of DVDit!.
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37. Sonic is informed and believes and based thereon alleges that Spruce
has received and used Sonic's confidential information, including by revealing
or claiming to reveal proprietary information about the inner workings of
Sonic's products.
38. Sonic is informed and believes and based thereon alleges that it has
lost or will lose license revenues for its DVDit! software, and has sustained or
will sustain damages as a result of the defendants' aforesaid wrongful conduct
and their marketing of SpruceUp and any other any infringing products. The
defendants' aforesaid wrongful conduct has also deprived and will continue to
deprive Sonic of opportunities for expanding its goodwill. Moreover, Sonic is
informed and believes and based thereon alleges that Spruce intends to market
its infringing products at lower license fees than those Sonic must charge for
DVDit!, which will artificially erode the price that potential customers will be
willing to pay for DVDit!.
39. Spruce has been unjustly enriched by its copying, use and marketing
of works derived from DVDit!.
40. Sonic is informed and believes and based thereon alleges that unless
enjoined by this Court, Spruce intends to continue its course of conduct, and to
wrongfully use, infringe upon, sell, license, and otherwise profit from DVDit!
and works derived therefrom. As a direct and proximate result of the acts of the
defendants alleged above, Sonic has already suffered irreparable damage and has
sustained lost profits. Sonic has no adequate remedy at law to redress all of
the injuries the defendants have caused and intend to cause by their conduct.
Sonic will continue to suffer irreparable damage and to sustain lost profits
until the defendants' actions alleged above are enjoined by this Court.
FIRST CAUSE OF ACTION COPYRIGHT INFRINGEMENT
17 U.S.C. (S)(S). 101 et seq.
Against Spruce
41. Sonic incorporates by reference each and every allegation set forth
in Paragraphs 1 through 40, inclusive.
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42. By means of the actions complained of herein, Spruce has infringed
and will continue to infringe Sonic's copyrights in and relating to DVDit!, by
producing, distributing, and placing upon the market products or portions
thereof that were copied from or are derivative works of Sonic's copyrighted
DVDit! application.
43. Sonic is entitled to an injunction restraining Spruce, its officers,
agents and employees, and all persons acting in concert with them, from engaging
in further such acts in violation of the copyright laws.
44. Sonic is further entitled to recover from Spruce the damages it has
sustained and will sustain as a result of Spruce's violations of the copyright
laws. The amount of such damages cannot be determined at this time. Sonic is
further entitled to recover from Spruce the gains, profits and advantages it
obtained as a result of its wrongful acts as hereinabove alleged. Sonic at
present is unable to ascertain the full extent of the gains, profits, and
advantages Spruce has obtained by reason of its aforesaid acts of copyright
infringement.
SECOND CAUSE OF ACTION
MISAPPROPRIATION OF TRADE SECRETS
California Civil Code (S).(S). 3426 et seq.
Against All Defendants
45. Sonic incorporates by reference each and every allegation set forth
in Paragraphs 1 through 40, inclusive.
46. Sonic is informed and believes and based thereon alleges that
Paulsen possessed information that is not generally known to the public or to
other persons who can obtain economic value from its disclosure or use, is the
subject of efforts by Sonic to maintain its secrecy, and derives independent
economic value from not being generally known, such information constitutes
"trade secrets" under California Civil Code (S). 3426.1.
47. Sonic is informed and believes and based thereon alleges that Spruce
misappropriated Sonic's trade secrets by acquiring those trade secrets when it
knew or should have known that the trade secrets were being acquired from an
individual or entity who owed a duty to Sonic to maintain the secrecy of its
trade secrets or to limit their use, or who
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acquired Sonic's trade secrets under circumstances giving rise to a duty to
maintain their secrecy or limit their use, and by disclosing or using Sonic's
trade secrets without its express or implied consent.
48. Sonic is entitled to an injunction restraining defendants and each
of them, their officers, agents, employees, and all persons acting in concert
with them, from engaging in further such unlawful acts and from reaping any
additional commercial advantage from their misappropriation of Sonic's trade
secrets.
49. Sonic is entitled to recover from the defendants and each of them
the damages sustained by it as a result of defendants' misappropriation of trade
secrets. The amount of such damages cannot be determined at this time. Sonic is
further entitled to recover from defendants and each of them the gains, profits,
advantages, and unjust enrichment they have obtained as a result of their
wrongful acts as hereinabove alleged. Sonic is at present unable to ascertain
the full extent of these gains, profits, advantages and unjust enrichment.
However, Sonic is informed and believes and based thereon alleges that the
damages sustained by Sonic and gains, profit and unjust enrichment obtained by
each defendant as a result of their wrongful acts exceed $20,000.
50. Defendants' acts of misappropriation were both willful and
malicious, and therefore Sonic is entitled to exemplary damages against each
such defendant.
THIRD CAUSE OF ACTION
BREACH OF CONTRACT
Against Paulsen
51. Sonic incorporates by reference each and every allegation set forth
in Paragraphs 1 through 40, inclusive.
52. Sonic's Agreement with Paulsen constituted a valid and enforceable
contract. 53. Sonic is informed and believes and based thereon alleges that
Paulsen breached the Agreement by actions including but not limited to:
disclosing to Spruce confidential information that belongs to Sonic, including
but not limited to information about the marketing and development of DVDit!;
engaging in business on behalf of Spruce while in the
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employ of Sonic; soliciting and hiring other Sonic employees to work for Spruce
either before or after the termination of his employment with Sonic, or both;
and using Sonic's confidential employee information to raid Sonic's employees
and entice them to work for Spruce.
54. Sonic has performed or been excused from performing all obligations
under the Agreement, and all conditions precedent, if any, to Paulsen's
obligations under pertinent provisions of the Agreement have been satisified.
55. By reason of the foregoing acts and conduct of Paulsen, Sonic is
entitled to recover from Paulsen the damages sustained by it as a result of
Paulsen's breach of contract. The amount of such damages cannot be determined at
this time.
56. By reason of the foregoing acts and conduct of the defendants,
Paulsen is guilty of oppression, fraud or malice, and therefore Sonic is
entitled to exemplary damages.
FOURTH CAUSE OF ACTION
INTENTIONAL INTERFERENCE WITH CONTRACTUAL RELATIONS
Against All Defendants
57. Sonic incorporates by reference each and every allegation set forth
in Paragraphs 1 through 40, inclusive.
58. Sonic's Agreements with Paulsen and other employees constituted
valid and enforceable contracts.
59. Defendants and each of them knew or should have known of the
existence of these contracts at all relevant times.
60. Sonic is informed and believes and based thereon alleges that Spruce
wrongfully, intentionally, and without justification caused and persuaded
Paulsen to breach the Agreement.
61. Sonic is informed and believes and based thereon alleges that
defendants and each of them wrongfully, intentionally, and without justification
attempted to cause and persuade other Sonic employees to breach their
Agreements.
62. By reason of the foregoing acts and conduct of the defendants, Sonic
is entitled to recover from defendants and each of them the damages sustained by
it as a result of
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defendants' intentional interference with Sonic's contractual relations. The
amount of such damages cannot be determined at this time. Sonic is further
entitled to recover from defendants and each of them the gains, profits,
advantages, and unjust enrichment it has obtained as a result of its wrongful
acts as hereinabove alleged. Sonic is at present unable to ascertain the full
extent of these gains, profits, advantages and unjust enrichment.
63. By reason of the foregoing acts and conduct of the defendants,
Spruce is guilty of oppression, fraud or malice, and therefore Sonic is entitled
to exemplary damages.
FIFTH CAUSE OF ACTION
BREACH OF FIDUCIARY DUTY
Against Paulsen
64. Sonic incorporates by reference each and every allegation set forth
in Paragraphs 1 through 40, inclusive.
65. Defendant Paulsen, entrusted with Sonic's trade secrets and other
confidential information and contractually bound by a confidentiality agreement,
owed Sonic a fiduciary duty to act in the utmost good faith toward Sonic, not
take unfair advantage of it, and not disclose or misuse any of Sonic's
confidential, proprietary or trade secret information.
66. Sonic has performed all obligations owed to defendant Paulsen.
67. Sonic is informed and believes and based thereon alleges that
Paulsen knowingly and intentionally breached his fiduciary duties to Sonic by,
among other actions: recruiting Sonic employees on behalf of Spruce while
employed by Sonic; using Sonic's confidential information, including customer
and prospective customer lists, product pricing information, product development
information, and information on the salaries, abilities, and experiences of
Sonic employees, including to recruit Sonic employees for Spruce; disclosing
Sonic's confidential information to Spruce; failing to inform Sonic of the
intention of other employees to leave Sonic and join Spruce and Spruce's
intentions toward Sonic; and soliciting Sonic customers on behalf of Spruce.
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68. As a result of these breaches of duty by Paulsen, Sonic has suffered
and will continue to suffer the loss of profits and goodwill, and defendants
have been unjustly enriched by their use of Sonic's confidential information in
violation of the rights of Sonic.
69. Sonic is entitled to an injunction restraining Paulsen, his agents,
employees, and all persons acting in concert with him, from further breaching
his fiduciary duties. Sonic has already suffered irreparable harm from the
conduct of Paulsen, and Sonic will continue to suffer irreparable harm until his
actions alleged above are enjoined by this Court.
70. Sonic is entitled to recover from Paulsen the damages sustained by
it as a result of his breaches of his fiduciary duties. The amount of such
damages cannot be determined at this time. Sonic is further entitled to recover
from Paulsen the gains, profits, advantages, and unjust enrichment he has
obtained as a result of these breaches. Sonic is at present unable to ascertain
the full extent of these gains, profits, advantages and unjust enrichment.
SIXTH CAUSE OF ACTION
BREACH OF OBLIGATIONS UNDER CALIFORNIA LABOR CODE
Against Paulsen
71. Sonic incorporates by reference each and every allegation set forth
in Paragraphs 1 through 40, inclusive.
72. By engaging in the conduct alleged above, defendant Paulsen has
breached his obligations under California Labor Code sections 2854, 2856, 2860,
2863 and 2865.
73. Sonic is entitled to an injunction restraining Paulsen, his agents,
employees, and all persons acting in concert with him, from further breaching
his obligations under the California Labor Code. Sonic has already suffered
irreparable harm from the conduct of Paulsen, and Sonic will continue to suffer
irreparable harm until his actions alleged above are enjoined by this Court.
74. Sonic is entitled to recover from Paulsen the damages sustained by
it as a result of his breaches of his obligations under the California Labor
Code. The amount of such damages cannot be determined at this time. Sonic is
further entitled to recover from Paulsen the gains, profits, advantages, and
unjust enrichment he has obtained as a result of these
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breaches. Sonic is at present unable to ascertain the full extent of these
gains, profits, advantages and unjust enrichment.
SEVENTH CAUSE OF ACTION
FALSE ADVERTISING OR PROMOTION UNDER SECTION 43(a)
OF THE LANHAM ACT
15 U.S.C. (S). 1125(a)
Against Spruce
75. Sonic incorporates by reference each and every allegation set forth
in Paragraphs 1 through 40, inclusive.
76. Sonic is informed and believes and based thereon alleges that Spruce
has made false or misleading representations of fact that misrepresent the
nature, characteristics, or qualities of its own and Sonic's goods, services,
and/or commercial activities in its commercial advertising and/or promotion.
77. Sonic is entitled to recover from Spruce the damages sustained by it
as a result of Spruce's wrongful acts as hereinabove alleged. The amount of such
damages cannot be determined at this time. Sonic is further entitled to recover
from Spruce the gains, profits, and advantages it has obtained as a result of
their wrongful acts as hereinabove alleged.
78. The conduct of defendants was and is fraudulent, oppressive,
malicious, and in conscious disregard of the rights of Sonic, and Sonic is
therefore entitled to punitive damages against each such defendant.
EIGHTH CAUSE OF ACTION
TRADE LIBEL
Against All Defendants
79. Sonic incorporates by reference each and every allegation set forth
in Paragraphs 1 through 40, inclusive.
80. Sonic is informed and believes and based thereon alleges that
defendants have made false statements disparaging Sonic and its business goods.
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81. Sonic is informed and believes and based thereon alleges that
defendants' false and disparaging statements were made with knowledge of their
falsity or with reckless disregard for their truth or falsity.
82. As a proximate result of defendant's publication of the statements,
prospective customers have been deterred from buying plaintiff's above-described
business goods and from otherwise dealing with plaintiff, and plaintiff has
thereby suffered injury to his business and pecuniary loss in an amount that
cannot be determined at this time.
83. The conduct of defendants was and is fraudulent, oppressive,
malicious, and in conscious disregard of the rights of Sonic, and Sonic is
therefore entitled to punitive damages against each such defendant.
NINTH CAUSE OF ACTION
TORTIOUS INTERFERENCE WITH PROSPECTIVE BUSINESS ADVANTAGE
Against Spruce
84. Sonic incorporates by reference each and every allegation set forth
in Paragraphs 1 through 40, inclusive.
85. Sonic had and has advantageous business relationships with its
customers, including but not limited to OEMs who sell Sonic's software with
their devices, distributors, resellers, and end-user consumers.
86. Spruce has been and is aware of these business relationships and of
the prospective advantage to be gained by Sonic as a result of them.
87. Spruce intentionally and wrongfully interfered with Sonic's business
relationships and is continuing such interference by positioning its SpruceUp
software as a replacement for Sonic's DVDit! software in a manner intentionally
designed to disrupt Sonic's business and damage Sonic. Spruce has acted
wrongfully in using trade secrets, confidential information, and copyrighted
expression gained from Sonic, and in disparaging Sonic and its products.
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88. Sonic is entitled to an injunction restraining Spruce, its officers,
agents, employees, and all persons acting in concert with them from engaging in
further such unlawful conduct.
89. Sonic is entitled to recover from defendants and each of them the
damages sustained by it as a result of Spruce's ongoing tortious interference
with Sonic's prospective business advantage. The amount of such damages cannot
be determined at this time. Sonic is further entitled to recover from defendants
and each of them the gains, profits, and advantages they have obtained as a
result of their wrongful acts as hereinabove alleged. Sonic is at present unable
to ascertain the full extent of these gains, profits, and advantages.
90. The conduct of defendants and each of them was and is fraudulent,
oppressive, malicious, and in conscious disregard of the rights of Sonic, and
Sonic is therefore entitled to punitive damages against each such defendant.
TENTH CAUSE OF ACTION
UNFAIR COMPETITION
California Business & Professions Code (S)(S) 17200 et seq.
Against Spruce
91. Sonic incorporates by reference each and every allegation set forth
in Paragraphs 1 through 40, inclusive.
92. Spruce's aforesaid conduct constitutes unfair, unlawful, and
fraudulent business practices in violation of California Business and
Professions Code (S) 17200 et seq.
93. These wrongful acts have proximately caused and will continue to
cause Sonic substantial injury, including loss of customers, dilution of its
goodwill, confusion of potential customers, injury to its reputation, and
diminution in value of its confidential information and other proprietary data.
94. Sonic is entitled to an injunction restraining Spruce, its officers,
agents, employees, and all persons acting in concert with them from engaging in
further such unlawful conduct.
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95. Sonic is entitled to recover from Spruce the damages sustained by
it as a result of Spruce's wrongful acts as hereinabove alleged. The amount of
such damages cannot be determined at this time. Sonic is further entitled to
recover from Spruce the gains, profits, and advantages it has obtained as a
result of its wrongful acts as hereinabove alleged. Sonic is at present unable
to ascertain the full extent of these gains, profits, and advantages, but Sonic
is informed and believes and based thereon alleges that Spruce has obtained such
gains, profits, and advantages in an amount exceeding $20,000.
96. The conduct of defendants was and is fraudulent, oppressive,
malicious, and in conscious disregard of the rights of Sonic, and Sonic is
therefore entitled to punitive damages against each such defendant.
ELEVENTH CAUSE OF ACTION
COMMON LAW UNFAIR COMPETITION
Against Spruce
97. Sonic incorporates by reference each and every allegation set forth
in Paragraphs 1 through 40, inclusive.
98. Spruce, in the course of its business activities, has engaged in
unfair competition by engaging in the conduct alleged herein.
99. The acts alleged herein have provided Spruce with an improper and
unfair competitive advantage in the marketing and sale of competing products,
and otherwise constitute unfair competition under the common law of the State of
California.
100. As a proximate result of Spruce's actions, Sonic has been damaged
in an amount to be proved at trial.
101. Sonic is entitled to recover from Spruce the damages sustained by
it as a result of Spruce's wrongful acts as hereinabove alleged. The amount of
such damages cannot be determined at this time. Sonic is further entitled to
recover from Spruce the gains, profits, and advantages it has obtained as a
result of their wrongful acts as hereinabove alleged. Sonic is at present unable
to ascertain the full extent of these gains, profits, and advantages,
-17-
<PAGE>
but Sonic is informed and believes and based thereon alleges that Spruce has
obtained such gains, profits, and advantages in an amount exceeding $20,000.
102. The conduct of defendants was and is fraudulent, oppressive,
malicious, and in conscious disregard of the rights of Sonic, and Sonic is
therefore entitled to punitive damages against each such defendant.
TWELFTH CAUSE OF ACTION
CIVIL CONSPIRACY
Against All Defendants
103. Sonic incorporates by reference each and every allegation set forth
in Paragraphs 1 through 40, inclusive.
104. Sonic is informed and believes and based thereon alleges that
defendants conspired with each other to improperly solicit Sonic's employees,
customers and prospective customers, and to misappropriate and use Sonic's trade
secrets and confidential and proprietary information to interfere with Sonic's
prospective business advantage for their own profit and gain, all to the
detriment of Sonic.
105. Sonic is entitled to recover from defendants and each of them the
damages sustained by it as a result of defendants wrongful acts as hereinabove
alleged. The amount of such damages cannot be determined at this time. Sonic is
further entitled to recover from defendants and each of them the gains, profits,
and advantages they have obtained as a result of their wrongful acts as
hereinabove alleged. Sonic is at present unable to ascertain the full extent of
these gains, profits, and advantages, but Sonic is informed and believes and
based thereon alleges that each defendant has obtained such gains, profits, and
advantages in an amount exceeding $20,000.
106. The conduct of defendants and each of them was and is fraudulent,
oppressive, malicious, and in conscious disregard of the rights of Sonic, and
Sonic is therefore entitled to punitive damages against each such defendant.
PRAYER FOR RELIEF
WHEREFORE, Sonic prays for judgment against the defendants as follows:
-18-
<PAGE>
1. That Spruce be held to have infringed Sonic's copyrights in DVDit!.
2. That defendants each be held to have misappropriated Sonic's trade
secrets.
3. That Paulsen be held to have breached his Invention and
Confidential Information Agreement with Sonic.
4. That Spruce be held to have intentionally interfered with and
induced Paulsen's breach of his Agreement with Sonic, and that defendants each
be held to have intentionally interfered with and attempted to induce other
Sonic employees to breach their Agreements.
5. That Paulsen be held to have breached his fiduciary duties to
Sonic.
6. That Paulsen be held to have breached his obligations to Sonic
under California Labor Code sections 2854, 2856, 2860, 2863, and 2865.
7. That Spruce be held to have engaged in false advertising and
promotion in violation of section 43(a) of the Lanham Act.
8. That defendants each be held to have committed trade libel by their
disparagement of Sonic and its goods.
9. That Spruce be held to have tortiously interfered with Sonic's
prospective business advantage.
10. That Spruce be held to have committed unfair, unlawful and
fraudulent business practices in violation of California Business and
Professions Code, Section 17200 et seq.
11. That Spruce be held to have engaged in unfair competition under
California common law.
12. That defendants each be held to have engaged in civil conspiracy.
13. That Spruce, its directors, officers, agents, servants, employees,
and all other persons in active concert or privity or in participation with
them, be enjoined from directly or indirectly infringing Sonic's copyrights in
its DVDit! or continuing to market, offer, sell, dispose of, license, lease,
transfer, display, advertise, reproduce, develop or manufacture any works
derived or copied from DVDit! or to participate or assist in any such activity.
14. That Spruce be enjoined to recall from all distributors,
wholesalers, jobbers, dealers, retailers, customers and distributors, and all
others known to Spruce any originals,
-19-
<PAGE>
copies, facsimiles, or duplicates of any works shown by the evidence to infringe
any Sonic copyright.
15. That Spruce be enjoined to deliver upon oath, for destruction
pursuant to judgment herein, all originals, copies, facsimiles, or duplicates of
any work shown by the evidence to infringe any Sonic copyright.
16. That Spruce be required to file with the Court and to serve on
Sonic, within 30 days after service of the Court's order as herein prayed, a
report in writing under oath setting forth in detail the manner and form in
which it has complied with the Court's order.
17. That judgment be entered for Sonic against Spruce, for Sonic's
actual damages according to proof, and for any additional profits attributable
to infringements of Sonic's copyrights, in accordance with proof.
18. That judgment be entered for Sonic and against Spruce for statutory
damages based upon its acts of infringement, pursuant to the Copyright Act of
1976, 17 U.S.C.(S)(S)101 et seq.
19. That Spruce, its directors, officers, agents, servants, employees,
and all other persons in active concert or privity or in participation with
them, be enjoined from directly or indirectly misappropriating Sonic's trade
secrets, or from reaping any additional commercial advantage from such
misappropriation.
20. That Paulsen, his agents, servants, employees, and all other
persons in active concert or privity or in participation with him, be enjoined
from further breaching his fiduciary duties to Sonic.
21. That Paulsen, his agents, servants, employees, and all other
persons in active concert or privity or in participation with him, be enjoined
from further breaching his obligations under the California Labor Code.
22. That Spruce, its directors, officers, agents, servants, employees,
and all other persons in active concert or privity or in participation with
them, be enjoined from directly or indirectly interfering with Spruce's
prospective business advantage.
-20-
<PAGE>
23. That Spruce, its directors, officers, agents, servants, employees,
and all other persons in active concert or privity or in participation with
them, be enjoined from directly or indirectly engaging in unfair, unlawful and
fraudulent business practices.
24. That defendants each be required to account for all gains, profits,
and advantages derived from their acts of infringement and for their other
violations of law.
25. That all gains, profits, and advantages derived by defendants from
their acts of infringement and other violations of law be deemed to be in
constructive trust for the benefit of Sonic.
26. That judgment be entered for Sonic and against Spruce, for trebling
of the damages awarded.
27. That Sonic be awarded punitive and exemplary damages against
defendants.
28. That Sonic have judgment against defendants for its costs and
attorneys' fees.
29. That the Court grant such other, further, and different relief as
the Court deems proper under the circumstances.
DATED: December 5, 2000 Respectfully submitted,
HELLER EHRMAN WHITE & McAULIFFE LLP
By /s/ Stanley Young
--------------------------------
STANLEY YOUNG
Attorneys for Plaintiff
SONIC SOLUTIONS
-21-
<PAGE>
DEMAND FOR JURY TRIAL
Plaintiff hereby demands a trial by jury of all issues triable by a
jury.
DATED: December 5, 2000 Respectfully submitted,
HELLER EHRMAN WHITE & McAULIFFE LLP
By /s/ Stanley Young
--------------------------------
STANLEY YOUNG
Attorneys for Plaintiff
SONIC SOLUTIONS
-22-
<PAGE>
EXHIBIT A
[LETTERHEAD OF HELLER EHRMAN WHITE & McAULIFFE LLP]
November 28, 2000 Sheila N. Weinberger
[email protected]
(650) 324-7115
Main (650) 324-7000
Fax (650) 324-0638
14050-0017
Register of Copyrights
Library of Congress
Department 100
Washington D.C. 20540
Re: Copyright Application for Computer Program and Request for Expedited
Registration
Dear Registrar:
Please find enclosed a Form TX Application for a work entitled, "DVDit!
1.1 LE". The claim contains trade secrets and we have therefore enclosed
identifying portions of the program which do not include any trade secret
information (first 11 pages and last 12 pages of source code). Also enclosed is
the entire CD-Rom package including the computer program and the User Manual.
I would like to request that this application be expedited to
registration due to impending copyright infringement litigation.
A check in the amount of $530.00 made payable to the "Register of
Copyrights" is enclosed for the filing fees.
I certify that the above information in this request for expedited
registration is correct to the best of my personal knowledge.
Thank you for your attention to this matter. Please do not hesitate to
contact me if you have any questions concerning this matter.
Very truly yours,
/s/ Sheila N. Weinberger
Sheila N. Weinberger
Enclosures
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
FORM TX [LOGO]
For a Nondramatic Literary Work
UNITED STATES COPYRIGHT OFFICE
-------------------------------
Registration Number
TX TXU
-------------------------------
EFFECTIVE DATE OF REGISTRATION
Month Day Year
-------------------------------
DO NOT WRITE ABOVE THIS LINE. IF YOU NEED MORE SPACE, USE A SEPARATE CONTINUATION SHEET
===================================================================================================
1 TITLE OF THIS WORK:
DVDit! 1.01. LE
------------------------------------------------------------------------------------------------
PREVIOUS OR ALTERNATIVE TITLES:
------------------------------------------------------------------------------------------------
PUBLICATION AS A CONTRIBUTION If this work was published as a contribution to
a periodical, serial, or collection, give information about the collective
work in which the contribution appeared. Title of collective work:
------------------------------------------------------------------------------------------------
If published in a periodical or serial give: Volume: Number: Issue Date: On Pages:
===================================================================================================
NOTE Under the law, the "author" of a "work made for hire" is generally the employer, not the
employee (see instructions). For any part of this work that was "made for hire" check "Yes" in the
space provided, give the employer (or other person for whom the work was prepared) as "Author" of
that part, and leave the space for dates of birth and death blank.
2 NAME OF AUTHOR:
a Sonic Solutions
------------------------------------------------------------------------------------------------
Was this contribution to the work a AUTHOR'S NATIONALITY OR DOMICILE
"work made for hire"? Name of Country
[X] Yes OR {Citizen of:____________________________________
[_] No {Domiciled in: USA
__________________________________
------------------------------------------------------------------------------------------------
DATES OF BIRTH AND DEATH
Year Born: Year Died:
------------------------------------------------------------------------------------------------
WAS THIS AUTHOR'S CONTRIBUTION TO THE WORK
Anonymous? [_] Yes [X] No If the answer to either of these questions is
Pseudonymous? [_] Yes [X] No "Yes", see detailed instructions.
------------------------------------------------------------------------------------------------
NATURE OF AUTHORSHIP Briefly describe nature of material created by this author in which
copyright is claimed:
entire computer program and text of user's manual
------------------------------------------------------------------------------------------------
NAME OF AUTHOR:
b
------------------------------------------------------------------------------------------------
Was this contribution to the work a AUTHOR'S NATIONALITY OR DOMICILE
"work made for hire"? Name of Country
[_] Yes OR {Citizen of:____________________________________
[_] No {Domiciled in:
__________________________________
------------------------------------------------------------------------------------------------
DATES OF BIRTH AND DEATH
Year Born: Year Died:
------------------------------------------------------------------------------------------------
WAS THIS AUTHOR'S CONTRIBUTION TO THE WORK
Anonymous? [_] Yes [_] No If the answer to either of these questions is
Pseudonymous? [_] Yes [_] No "Yes", see detailed instructions.
------------------------------------------------------------------------------------------------
NATURE OF AUTHORSHIP Briefly describe nature of material created by this author in which
copyright is claimed:
================================================================================================
NAME OF AUTHOR:
c
------------------------------------------------------------------------------------------------
Was this contribution to the work a AUTHOR'S NATIONALITY OR DOMICILE
"work made for hire"? Name of Country
[_] Yes OR {Citizen of:____________________________________
[_] No {Domiciled in:
__________________________________
------------------------------------------------------------------------------------------------
DATES OF BIRTH AND DEATH
Year Born: Year Died:
------------------------------------------------------------------------------------------------
WAS THIS AUTHOR'S CONTRIBUTION TO THE WORK
Anonymous? [_] Yes [_] No If the answer to either of these questions is
Pseudonymous? [_] Yes [_] No "Yes", see detailed instructions.
------------------------------------------------------------------------------------------------
NATURE OF AUTHORSHIP Briefly describe nature of material created by this author in which
copyright is claimed:
===================================================================================================
3 YEAR IN WHICH CREATION OF THIS WORK WAS COMPLETED
a 1999 :Year This information must be given in all cases
--------------
b DATE AND NATION OF FIRST PUBLICATION OF THIS PARTICULAR WORK
Complete this information
ONLY if this work Month: September Day: 24 Year: 1999
has been published ---------- ---- ------
USA
--------------------------------------- Nation
===================================================================================================
4 See instructions before completing this space
COPYRIGHT CLAIMANT(S) Name and address must be given even if the claimant is the same as
the author given in space 2.
Sonic Solutions
101 Rowland Way
Novato, CA 94945
------------------------------------------------------------------------------------------------
TRANSFER If the claimant(s) named here in space 4 is (are) different from the author(s) named in
space 2, give a brief statement of how the claimant(s) obtained ownership of the copyright.:
------------------------------------------------------------------------------------------------
DO NOT WRITE HERE OFFICE USE ONLY
APPLICATION RECEIVED
--------------------------------------
ONE DEPOSIT RECEIVED
--------------------------------------
TWO DEPOSITS RECEIVED
--------------------------------------
FUNDS RECEIVED
=====================================================================================================
DO NOT WRITE HERE
MORE ON BACK: . Complete all applicable spaces (numbers 5-9) on the reverse side of this page.
. See detailed instructions . Sign the form at line 8.
Page 1 of __ pages
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
====================================
EXAMINED BY FORM TX
-----------------------
CHECKED BY
=======================
[_] CORRESPONDENCE FOR
Yes COPYRIGHT
======================= USE
ONLY
====================================
DO NOT WRITE ABOVE THIS LINE. IF YOU NEED MORE SPACE, USE A SEPARATE CONTINUATION SHEET.
==================================================================================================
PREVIOUS REGISTRATION Has registration for this work, or for an earlier version of this work, 5
already been made in the Copyright Office?
[_] Yes [X] No If your answer is "Yes," why is another registration being sought?
(Check appropriate box.)
a. [_] This is the first published edition of a work previously registered in unpublished form.
b. [_] This is the first application submitted by this author as copyright claimant.
c. [_] this is a changed version of the work, as shown by space 6 on this application.
If your answer is "Yes", give: Previous Registration Number: Year of Registration:
==================================================================================================
See instructions before completing this space.
DERIVATIVE WORK OR COMPILATION 6
Preexisting Material Identify any preexisting work or works that this work is based on or a
incorporates:
----------------------------------------------------------------------------------
Material Added to This Work Give a brief, general statement of the material that has been added b
to this work and in which copyright is claimed.:
==================================================================================================
DEPOSIT ACCOUNT If the registration fee is to be charged to a Deposit Account established in 7
the Copyright Office, give name and number of Account. a
Name: Account Number:
-------------------------- ---------------------------------
===================================================================================
CORRESPONDENCE Give name and address to which correspondence about this application b
should be sent. Name/Address/Apt/City/State/Zip:
Sheila Weinberger
Heller Ehrman White & McAuliffe
525 University Avenue
Palo Alto, CA 94301
Area Code and daytime telephone number: 650-324-7115
Email: [email protected] Fax Number: 650-324-0638
==================================================================================================
CERTIFICATION* 1. The undersigned, hereby certify that I am the 8
Check only one: [_] author
[_] other copyright claimant
[_] owner of exclusive right(s)
[X] authorized agent of Sonic Solutions
------------------------
Name of author or other copyright claimant,
or owner of exclusive right(s)
of the work identified in this application and that the statements made
by me in this application are correct to the best of my knowledge.
-----------------------------------------------------------------------------------
Typed or printed name and date: If this application gives a date of publication in
space 3, do not sign and submit it before that date.
Sheila Weinberger Date: November 27, 2000
---------------------------------------------------- ------------------------
===================================================================================
Handwritten signature(X):
X /s/ Sheila Weinberger
--------------------------------------------------------------------------
==================================================================================================
As of July 1, 1998, the filing fee for Form TX is $30. 9
===============================================================
. Complete all necessary spaces
. Sign your application in space 8
===============================================================
1. Application form
2. Nonrefundable filing fee in check or money order payable to
Registrar of Copyrights
3. Deposit material
===============================================================
Library of Congress
Copyright Office
101 Independence Avenue S.E.
Washington, D.C. 30699-8000
===============================================================
Certificate will be mailed in window envelope to this address:
---------------------------------------------------------------
Name:
Sheila Weinberger
Heller Ehrman White & McAuliffe
---------------------------------------------------------------
Number/Street/Apt:
525 University Avenue
---------------------------------------------------------------
City/State/Zip:
Palo Alto, CA 94301
---------------------------------------------------------------
==================================================================================================
* 17 U.S.C. 506(e): Any person who unknowingly makes a false representation of a material fact in
the application for copyright registration provided for by section 408, or in any written
statement filed in connection with the application, shall be fined not more than $2,500.
June 1999-200,000
WES REV: June 1999
* U.S. GOVERNMENT PRINTING OFFICE: 1999-4554-879/49
</TABLE>
<PAGE>
[LETTERHEAD OF HELLER EHRMAN WHITE & McAULIFFE LLP]
November 28, 2000 Sheila N. Weinberger
[email protected]
(650) 324-7115
Main (650) 324-7000
Fax (650) 324-0638
14050-0017
Register of Copyrights
Library of Congress
Department 100
Washington D.C. 20540
Re: Copyright Application for Computer Program and Request for Expedited
Registration
Dear Registrar:
Please find enclosed a Form TX Application for a work entitled, "DVDit!
1.1 SE". The claim contains trade secrets and we have therefore enclosed
identifying portions of the program which do not include any trade secret
information (first 11 pages and last 13 pages of source code). Also enclosed is
the entire CD-Rom package including the computer program and the User Manual.
I would like to request that this application be expedited to
registration due to impending copyright infringement litigation.
A check in the amount of $530.00 made payable to the "Register of
Copyrights" is enclosed for the filing fees.
I certify that the above information in this request for expedited
registration is correct to the best of my personal knowledge.
Thank you for your attention to this matter. Please do not hesitate to
contact me if you have any questions concerning this matter.
Very truly yours,
/s/ Sheila N. Weinberger
Sheila N. Weinberger
Enclosures
<PAGE>
FORM TX [LOGO]
For a Nondramatic Literary Work
UNITED STATED COPYRIGHT OFFICE
------------------------------------
Registration Number
TX TXU
------------------------------------
EFFECTIVE DATE OF REGISTRATION
Month Day Year
------------------------------------
DO NOT WRITE ABOVE THIS LINE. IF YOU NEED MORE SPACE, USE A SEPARATE
CONTINUATION SHEET.
================================================================================
1 TITLE OF THIS WORK:
DVDit! 1.1 SE
------------------------------------------------------------------------
PREVIOUS OR ALTERNATIVE TITLES:
DVDit! 1.0.1 LE
------------------------------------------------------------------------
PUBLICATION AS A CONTRIBUTION If this work was published as a
contribution to a periodical, serial, or collection, give information
about the collective work in which the contribution appeared.
Title of Collective Work:
------------------------------------------------------------------------
If published in a periodical or serial give:
Volume: Number: Issue Date: On Pages:
================================================================================
NOTE
Under the law the "author" of a "work made for hire" is generally the employer,
not the employee (see instructions). For any part of this work that was "made
for hire" check "Yes" in the space provided, give the employer (or other person
for whom the work was prepared) as "Author" of that part, and leave the space
for dates of birth and death blank.
2 NAME OF AUTHOR: DATES OF BIRTH AND DEATH
a Sonic Solutions Year Born: Year Died:
------------------------------------------------------------------------
Was this contribution AUTHOR'S NATIONALITY WAS THIS AUTHOR'S
to the work a "work OR DOMICILE CONTRIBUTION TO THE WORK
made for hire"? Name of Country If the answer to either
[X] Yes Citizen of: ______ of these questions is
[ ] No OR: "Yes," see detailed
Domiciled in: USA instructions.
Anonymous? [ ] Yes
[X] No
Pseudonymous? [ ] Yes
[X] No
------------------------------------------------------------------------
NATURE OF AUTHORSHIP Briefly describe nature of material created by this
author in which copyright is claimed:
entire computer program and test of user's manual
------------------------------------------------------------------------
b NAME OF AUTHOR: DATES OF BIRTH AND DEATH
Year Born: Year Died:
------------------------------------------------------------------------
Was this contribution AUTHOR'S NATIONALITY WAS THIS AUTHOR'S
to the work a "work OR DOMICILE CONTRIBUTION TO THE WORK
made for hire"? Name of Country If the answer to either
[ ] Yes Citizen of: ______ of these questions is
[ ] No OR: "Yes," see detailed
Domiciled in: instructions.
Anonymous? [ ] Yes
[ ] No
Pseudonymous? [ ] Yes
[ ] No
------------------------------------------------------------------------
NATURE OF AUTHORSHIP Briefly describe nature of material created by this
author in which copyright is claimed:
------------------------------------------------------------------------
c NAME OF AUTHOR: DATES OF BIRTH AND DEATH
Year Born: Year Died:
------------------------------------------------------------------------
Was this contribution AUTHOR'S NATIONALITY WAS THIS AUTHOR'S
to the work a "work OR DOMICILE CONTRIBUTION TO THE WORK
made for hire"? Name of Country If the answer to either
[ ] Yes Citizen of: ______ of these questions is
[ ] No OR: "Yes," see detailed
Domiciled in: instructions.
Anonymous? [ ] Yes
[ ] No
Pseudonymous? [ ] Yes
[ ] No
------------------------------------------------------------------------
NATURE OF AUTHORSHIP Briefly describe nature of material created by this
author in which copyright is claimed:
================================================================================
3 a YEAR IN WHICH CREATED OF THIS WORK WAS COMPLETED
This information must be given in all cases. Year: 1999
------------------------------------------------------------------------
b DATE AND NATION OF FIRST PUBLICATION OF THIS PARTICULAR WORK
Complete this information ONLY if this work has been published.
Month: December Day: 16 Year: 1999 Nation: USA
================================================================================
4 See instructions before completing this space.
COPYRIGHT CLAIMANT(S) Name and address must be given even if the
claimant is the same as the author given in space 2.:
Sonic Solutions
101 Rowland Way
Novato, CA 94945
------------------------------------------------------------------------
TRANSFER If the claimant(s) named here in space 4 is (are) different
from the author(s) named in space 2, give a brief statement of how the
claimant(s) obtained ownership of the copyright:
------------------------------------------------------------------------
DO NOT WRITE HERE OFFICE USE ONLY
APPLICATION RECEIVED ___________________________________________________
ONE DEPOSIT RECEIVED ___________________________________________________
TWO DEPOSITS RECEIVED __________________________________________________
FUNDS RECEIVED _________________________________________________________
================================================================================
DO NOT WRITE HERE
MORE ON BACK: . Complete all applicable spaced (numbers 6-9) on the
reverse side of this page.
. See detailed instructions.
. Sign the form at line 8.
Page 1 of ____ pages
<PAGE>
FOR COPYRIGHT OFFICE USE ONLY
-----------------------------
EXAMINED BY FORM TX
--------------
CHECKED BY
--------------
CORRESPONDENCE
[ ] Yes
-----------------------------
DO NOT WRITE ABOVE THIS LINE. IF YOU NEED MORE SPACE, USE A SEPARATE
CONTINUATION SHEET.
================================================================================
PREVIOUS REGISTRATION Has registration for this work, or for an earlier 5
version of this work, already been made in the Copyright Office?
[ ] Yes If your answer is "Yes," why is another registration being
[X] No sought? (Check appropriate box.)
a. [ ] This is the first published edition of a work
previously registered in unpublished form.
b. [ ] This is the first application submitted by this author
as copyright claimant.
c. [ ] This is a changed version of the work, as shown by space
6 on this application.
If your answer is "Yes," give:
Previous Registration Number:
Year of Registration:
================================================================================
See instructions before completing this space. a 6
DERIVATIVE WORK OR COMPILATION
Preexisting Material Identify any preexisting work or works that this
work is based on or incorporates.:
DVDit! 1.0.1 LE
------------------------------------------------------------------------
Material Added to This Work Give a brief, general statement of the b
material that has been added to this work and in which copyright is
claimed:
updated source code and additional functionality
================================================================================
DEPOSIT ACCOUNT If the registration fee is to be charged to a Deposit a 7
Account established in the Copyright Office, give name and number of
account.
Name: Account Number:
--------------------------------- -----------------
------------------------------------------------------------------------
CORRESPONDENCE Give name and address to which correspondence about this
application should be sent. Name/Address/Apt./City/State/ZIP:
Sheila Weinberger
Heller Ehrman White & McAuliffe
525 University Avenue
Palo Alto, CA 94301
Area code and daytime telephone number: 650-324-7115
Fax number: 650-324-0638
Email: [email protected]
================================================================================
CERTIFICATION* I, the undersigned, hereby certify that I am the 8
Check only one: [ ] author
[ ] other copyright claimant
[ ] owner and exclusive right(s)
[X] authorized agent of Sonic Solutions
-----------------------------
of the work identified in this Name of author or other
application and that the statements copyright claimant, or
made by me in this application are owner of exclusive
correct to the best of my knowledge. right(s)
------------------------------------------------------------------------
Typed or printed name and date: If this applications gives a date of
publication in space 3, do not sign and submit
it before that date.
Shelia Weinberger Date: November 27, 2000
------------------------------------------------------------------------
Handwritten signature (X):
X /s/ Sheila Weinberger
---------------------
================================================================================
As of July 1, 1999, the filing fee for Form TX is $34. 9
. Complete all necessary spaces
. Sign your application in space 8
1. Application form
2. Nonrefundable filing fee in check or money order payable to
Registrar of Copyrights
3. Deposit material
Library of Congress
Copyright Office
101 Independence Avenue S.E.
Washington, D.C. 30699-8000
Certificate will be mailed in window envelope to this address:
Name:
Shelia Weinberger
Heller Ehrman White & McAuliffe
Number/Street/Apt.:
525 University Avenue
City/State/ZIP:
Palo Alto, CA 94301
================================================================================
* 17 U.S.C. 506(e): Any person who unknowingly makes a false representation of a
material fact in the application for copyright registration provided for by
section 408, or in any written statement filed in connection with the
application, shall be fined not more than $2,500.
June 1999-200,000
WES REV: June 1999
*U.S. GOVERNMENT PRINTING OFFICE: 1999-4554-879/49
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
FORM TX [LOGO]
For a Nondramatic Literary Work
UNITED STATES COPYRIGHT OFFICE
-------------------------------
Registration Number
TX TXU
-------------------------------
EFFECTIVE DATE OF REGISTRATION
Month Day Year
-------------------------------
DO NOT WRITE ABOVE THIS LINE. IF YOU NEED MORE SPACE, USE A SEPARATE CONTINUATION SHEET
===================================================================================================
1 TITLE OF THIS WORK:
DVDit!! 2.0 PE
------------------------------------------------------------------------------------------------
PREVIOUS OR ALTERNATIVE TITLES:
DVDit! 1.1 SE
------------------------------------------------------------------------------------------------
PUBLICATION AS A CONTRIBUTION If this work was published as a contribution to
a periodical, serial, or collection, give information about the collective
work in which the contribution appeared. Title of collective work:
------------------------------------------------------------------------------------------------
If published in a periodical or serial give: Volume: Number: Issue Date: On Pages:
===================================================================================================
NOTE Under the law, the "author" of a "work made for hire" is generally the employer, not the
employee (see instructions). For any part of this work that was "made for hire" check "Yes" in the
space provided, give the employer (or other person for whom the work was prepared) as "Author" of
that part, and leave the space for dates of birth and death blank.
2 NAME OF AUTHOR:
a Sonic Solutions
------------------------------------------------------------------------------------------------
Was this contribution to the work a AUTHOR'S NATIONALITY OR DOMICILE
"work made for hire"? Name of Country
[X] Yes OR {Citizen of:____________________________________
[_] No {Domiciled in: USA
__________________________________
------------------------------------------------------------------------------------------------
DATES OF BIRTH AND DEATH
Year Born: Year Died:
------------------------------------------------------------------------------------------------
WAS THIS AUTHOR'S CONTRIBUTION TO THE WORK
Anonymous? [_] Yes [X] No If the answer to either of these questions is
Pseudonymous? [_] Yes [X] No "Yes", see detailed instructions.
------------------------------------------------------------------------------------------------
NATURE OF AUTHORSHIP Briefly describe nature of material created by this author in which
copyright is claimed:
entire computer program and text of user's manual
------------------------------------------------------------------------------------------------
NAME OF AUTHOR:
b
------------------------------------------------------------------------------------------------
Was this contribution to the work a AUTHOR'S NATIONALITY OR DOMICILE
"work made for hire"? Name of Country
[_] Yes OR {Citizen of:____________________________________
[_] No {Domiciled in:
__________________________________
------------------------------------------------------------------------------------------------
DATES OF BIRTH AND DEATH
Year Born: Year Died:
------------------------------------------------------------------------------------------------
WAS THIS AUTHOR'S CONTRIBUTION TO THE WORK
Anonymous? [_] Yes [_] No If the answer to either of these questions is
Pseudonymous? [_] Yes [_] No "Yes", see detailed instructions.
------------------------------------------------------------------------------------------------
NATURE OF AUTHORSHIP Briefly describe nature of material created by this author in which
copyright is claimed:
================================================================================================
NAME OF AUTHOR:
c
------------------------------------------------------------------------------------------------
Was this contribution to the work a AUTHOR'S NATIONALITY OR DOMICILE
"work made for hire"? Name of Country
[_] Yes OR {Citizen of:____________________________________
[_] No {Domiciled in:
__________________________________
------------------------------------------------------------------------------------------------
DATES OF BIRTH AND DEATH
Year Born: Year Died:
------------------------------------------------------------------------------------------------
WAS THIS AUTHOR'S CONTRIBUTION TO THE WORK
Anonymous? [_] Yes [_] No If the answer to either of these questions is
Pseudonymous? [_] Yes [_] No "Yes", see detailed instructions.
------------------------------------------------------------------------------------------------
NATURE OF AUTHORSHIP Briefly describe nature of material created by this author in which
copyright is claimed:
===================================================================================================
3 YEAR IN WHICH CREATION OF THIS WORK WAS COMPLETED
a 2000 :Year This information must be given in all cases
--------------
b DATE AND NATION OF FIRST PUBLICATION OF THIS PARTICULAR WORK
Complete this information
ONLY if this work Month: June Day: 29 Year: 2000
has been published ---------- ---- ------
USA
--------------------------------------- Nation
===================================================================================================
4 See instructions before completing this space
COPYRIGHT CLAIMANT(S) Name and address must be given even if the claimant is the same as
the author given in space 2.
Sonic Solutions
101 Rowland Way
Novato, CA 94945
------------------------------------------------------------------------------------------------
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Check only one: [_] author
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[X] authorized agent of Sonic Solutions
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the author given in space 2.
Sonic Solutions
101 Rowland Way
Novato, CA 94945
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-------------------------- ---------------------------------
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Heller Ehrman White & McAuliffe
525 University Avenue
Palo Alto, CA 94301
Area Code and daytime telephone number: 650-324-7115
Email: [email protected] Fax Number: 650-324-0638
==================================================================================================
CERTIFICATION* 1. The undersigned, hereby certify that I am the 8
Check only one: [_] author
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[X] authorized agent of Sonic Solutions
------------------------
Name of author or other copyright claimant,
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by me in this application are correct to the best of my knowledge.
-----------------------------------------------------------------------------------
Typed or printed name and date: If this application gives a date of publication in
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Sheila Weinberger Date: November 27, 2000
---------------------------------------------------- ------------------------
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X /s/ Sheila Weinberger
--------------------------------------------------------------------------
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As of July 1, 1999, the filing fee for Form TX is $30. 9
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===============================================================
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2. Nonrefundable filing fee in check or money order payable to
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===============================================================
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101 Independence Avenue S.E.
Washington, D.C. 20599-8000
===============================================================
Certificate will be mailed in window envelope to this address:
---------------------------------------------------------------
Name:
Sheila Weinberger
Heller Ehrman White & McAuliffe
---------------------------------------------------------------
Number/Street/Apt:
525 University Avenue
---------------------------------------------------------------
City/State/Zip:
Palo Alto, CA 94301
---------------------------------------------------------------
==================================================================================================
* 17 U.S.C. 506(e): Any person who unknowingly makes a false representation of a material fact in
the application for copyright registration provided for by section 408, or in any written
statement filed in connection with the application, shall be fined not more than $2,500.
June 1999-200,000
WES REV: June 1999
* U.S. GOVERNMENT PRINTING OFFICE: 1999-4554-879/49
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<PAGE>
EXHIBIT B
[LOGO] SONIC SOLUTIONS
Invention and Confidential Information Agreement
IN CONSIDERATION of my employment by, or retention of, SONIC SOLUTIONS, a
California Corporation, on its own behalf and/or as General Partner of SIRIUS
AUDIO, a California Limited Partnership (collective, the "Company"), and the
compensation to be paid to me in connection with such employment or consulting:
1. I shall perform for the Company such duties as may be designated by the
Company from time to time, which may include the functions of inventing,
discovering, and developing new and novel devices, methods, and principles
relating to the work of the Company.
2. I shall, by written notice, promptly disclose to the Company in confidence
all inventions, including new concepts, ideas, algorithms, processes,
formulas, methods, compositions, techniques, and improvements thereof or
know-how related thereto, whether patentable or copyrightable or not
(collectively hereinafter "Inventions") conceived or made by me, alone, or
with others, while employed or retained by the Company, and all patent
applications filed by me within one year after termination of my employment
or consulting with the Company.
3. I shall not disclose to the Company, or use in my work for the Company, any
inventions or confidential information belonging to others.
4. I shall assign and do hereby assign to the Company my entire rights to any
inventions conceived or made by me, I alone, or with others, which are made
with the Company's equipment, supplies, facilities, or trade secrets, or
conceived or made by me during the hours I am employed by the Company, or
which relate to the business of the Company, or to actual or demonstrably
anticipated research or development of the Company, or which result from
any work performed by me for the Company; provided, however, that this
Agreement does not apply to any inventions which are protected by Section
2870 of the California Labor Code.
5. I shall assist the Company at its expense to obtain, renew, and enforce
patents and/or copyright protection for all inventions I assign to the
Company pursuant to paragraph 4 in all countries and shall execute,
acknowledge, and deliver all documents necessary or desirable for vesting
in the Company all my right, title, and interest in and to such Inventions,
and in and to letters, patent, and copyright of the United States and other
countries.
6. Because of my employment by, or consulting with, the Company, I may have
access to and acquire techniques, know-how, or other information of a
confidential nature concerning the Company's experimental and development
work, trade secrets, secret procedures, business matter, or affairs
including, but not limited to, information relating to Inventions,
disclosures, processes, patents, patent applications, materials, research
activities and plans, cost of production, contract forms, prices, volume of
sales, promotional methods, and lists of names or classes of customers. I
will not disclose any such information to any person or entity either
during or subsequent to my employment or consulting, without the Company's
prior written consent, except to such an extent as may be necessary in the
ordinary course of performing my duties as an employee or consultant of the
Company. Information shall, for purposes of this Agreement, be considered
to be confidential if not known by the trade generally, even though such
information has been disclosed to one or more third parties pursuant to
distributor or manufacturer's representative agreements, joint research
agreements, or other agreements entered into by the Company or any of its
affiliates. Confidential information means information disclosed to me or
known to me as a consequence of or through my employment by, or consulting
with, the Company, whether or not related to my duties at the Company, and
includes trade secrets or any other like information of value relating to
the business and/or field of interest of the Company, or of any
corporation, firm, or partnership directly or indirectly controlled by or
controlling the Company or in which any of the aforesaid have more than
ten percent (10%) ownership interest.
7. I shall use my best efforts to protect and guard confidential information.
Except as required in my duties to the Company, I will never directly or
indirectly use, disseminate, disclose, lecture upon, or publish articles
concerning confidential information.
8. I represent that I have listed and briefly described on the back of this
Agreement all inventions, if any, which I conceived or made prior to my
employment by, or consulting for, the Company and which I wish to exclude
from this Agreement.
9. I represent that to the best of my knowledge, there is no other contract to
assign Inventions that is now in existence between myself and any other
person, corporation, or partnership unless I have so indicated on the back
of this Agreement and unless a copy of any such other contract is attached
hereto.
10. Upon termination of my employment or consulting with the Company for any
reason, I will turn over to the Company all notes, memoranda, source and
machine code, records, reports, drawings, blueprints, manuals, materials,
and data containing confidential information of the Company, including all
copies thereof that I may then have in my possession or under my control.
11. This Agreement shall be governed by the laws of the State of California as
if it were entered into and entirely performed within California. Each
covenant shall be independent and separate from all other covenants, and
the invalidity of a covenant shall not affect the enforceability of any of
the other covenants. For purposes of this Agreement, the business of the
Company shall include the business of any corporation, firm, or
partnership, directly or indirectly controlled by or controlling the
Company or in which any of the foregoing, including the Company, have more
than ten percent (10%) ownership interest. This Agreement shall inure to
the benefit of the Company and any successor or assignee of the Company and
shall be binding upon my heirs, administrators, and representatives.
Signed this 13 day of August 1993, effective from and after the date of
commencement of my employment by, or consulting for, the Company.
EMPLOYEE /s/ Kirk E. Paulsen FOR SONIC SOLUTIONS
----------------------------
(Signature)
KIRK E. PAULSEN BY _________________________
----------------------------
(Print name)
ADDRESS 60 W. Barbaree Way TITLE ________________________
----------------------------
TIBURON CA 94901
----------------------------
USE BACK OF THIS AGREEMENT FOR RESERVED INVENTIONS CONCEIVED OR MADE PRIOR TO
EXECUTION OF THIS AGREEMENT AND BRIEF DESCRIPTIONS THEREOF AND OTHER CONTRACTS.
<PAGE>
EXHIBIT C
[LETTERHEAD OF HELLER EHRMAN WHITE & McAULIFFE LLP]
November 1, 1999
Via Facsimile & Federal Express
Kirk E. Paulsen
Mailboxes Etc.
56 Gloucester Road
London SW7 4UB
Re: Sonic Solutions
Dear Mr. Paulsen:
I am writing on behalf of Sonic Solutions in connection with your
resignation from Sonic Solutions. The purpose of this letter is to advise you of
certain continuing obligations you owe to Sonic Solutions with respect to
confidential information you obtained while employed with Sonic Solutions.
As you know, you signed a Sonic Solutions Invention and Confidential
Information Agreement on or about August 3, 1993. In that Agreement, you agreed
not to use or disclose any confidential information obtained by virtue of your
employment with Sonic Solutions, except as required by your duties to Sonic
Solutions. Now that your duties at Sonic Solutions have terminated, there is no
context in which you may use or disclose the confidential information you
received during your employment at Sonic Solutions.
The confidential information covered by the Agreement encompasses any
information not generally known in the trade, and includes confidential
information disclosed to third parties pursuant to agreements with those third
parties. Examples of confidential information include, but are not limited to:
. Sales figures;
. Promotional methods;
<PAGE>
Kirk E. Paulsen
November 1, 1999
Page 2
. Information concerning the experience, skills, and compensation of
Sonic Solutions employees;
. Sales and marketing plans and strategies;
. Product development plans and strategies;
. Identity of, and information regarding, Sonic Solutions customers and
dealers; and
. Information concerning Sonic Solutions competitors.
A copy of the Agreement is enclosed for your reference. We recommend
that you review the Agreement again at this time to ensure your continued
compliance with its terms.
Your obligations with respect to Sonic Solutions' confidential
information, however, are not limited to those outlined in the Agreement. You
have an independent legal obligation under the law to refrain from disclosing or
using any confidential information. Accordingly, any use or disclosure of the
confidential information you obtained by virtue of your employment with Sonic
Solutions not only will give rise to a claim for breach of contract, but may
also give rise to independent claims for breach of fiduciary duty;
misappropriation of trade secrets; tortious interference with prospective
business advantage; interference with contractual relationships; unfair business
practices; and violations of the California Labor Code.
Sonic Solutions intends to enforce its right to protect its
confidential information to the full extent of the law, and will take action
promptly upon learning of any possible violation. Sonic Solutions will be
particularly vigilant with respect to the following conduct, which may serve as
evidence of a potential breach of confidentiality:
. Recruiting of Sonic Solutions employees;
. Approaching Sonic Solutions dealers with the purpose of disrupting
their relationships with Sonic Solutions;
. Approaching Sonic Solutions customers with the purpose of disrupting
their relationships with Sonic Solutions;
<PAGE>
Kirk E. Paulsen Heller Ehrman White & McAuliffe
November 1, 1999 Attorneys
Page 3
. Targeting of customers who have appeared on Sonic Solution's
prospective customer lists; and
. Any evidence of use of unreleased product plans in connection with
development of business opportunities.
Sonic Solutions is committed to free and fair competition in the
marketplace -both for customers and employees. Sonic Solutions does not,
however, take lightly activities which cross line from free competition to
unfair and illegal business practices, and will take action to protect its
rights through legal recourse if necessary.
If you have any questions about any of these matters, please contact me.
Very truly yours
/s/ James R. Knox
James R. Knox
Enclosure
<PAGE>
[LOGO] SONIC SOLUTIONS
INVENTION AND CONFIDENTIAL INFORMATION AGREEMENT
IN CONSIDERATION of my employment by, or retention of, SONIC SOLUTIONS, a
California Corporation, on its own behalf and/or as General Partner of SIRIUS
AUDIO, a California Limited Partnership (collective, the "Company"), and the
compensation to be paid to me in connection with such employment or consulting:
1. I shall perform for the Company such duties as may be designated by the
Company from time to time, which may include the functions of inventing,
discovering, and developing new and novel devices, methods, and principles
relating to the work of the Company.
2. I shall, by written notice, promptly disclose to the Company in confidence
all inventions, including new concepts, ideas, algorithms, processes,
formulas, methods, compositions, techniques, and improvements thereof or
know-how related thereto, whether patentable or copyrightable or not
(collectively hereinafter "Inventions") conceived or made by me, alone, or
with others, while employed or retained by the Company, and all patent
applications filed by me within one year after termination of my employment
or consulting with the Company.
3. I shall not disclose to the Company, or use in my work for the Company, any
Inventions or confidential information belonging to others.
4. I shall assign and do hereby assign to the Company my entire rights to any
Inventions conceived or made by me, I alone, or with others, which are made
with the Company's equipment, supplies, facilities, or trade secrets, or
conceived or made by me during the hours I am employed by the Company, or
which relate to the business of the Company, or to actual or demonstrably
anticipated research or development of the Company, or which result from
any work performed by me for the Company; provided, however, that this
Agreement does not apply to any inventions which are protected by Section
2870 of the California Labor Code.
5. I shall assist the Company at its expense to obtain, renew, and enforce
patents and/or copyright protection for all Inventions I assign to the
Company pursuant to paragraph 4 in all countries and shall execute,
acknowledge, and deliver all documents necessary or desirable for vesting
in the Company all my right, title, and interest in and to such Inventions,
and in and to letters, patent, and copyright of the United States and
other countries.
6. Because of my employment by, or consulting with, the Company, I may have
access to and acquire techniques, know-how, or other information of a
confidential nature concerning the Company's experimental and development
work, trade secrets, secret procedures, business matter, or affairs
including, but not limited to, information relating to inventions,
disclosures, processes, patents, patent applications, materials, research
activities and plans, cost of production, contract forms, prices, volume of
sales, promotional methods, and list of names or classes of customers. I
will not disclose any such information to any person or entity either
during or subsequent to my employment or consulting, without the Company's
prior written consent, except to such an extent as may be necessary in the
ordinary course of performing my duties as an employee or consultant of the
Company. Information shall, for purposes of this Agreement, be considered
to be confidential if not known by the trade generally, even though such
information has been disclosed to one or more third parties pursuant to
distributor or manufacturer's representative agreements, joint research
agreements, or other agreements entered into by the Company or any of its
affiliates. Confidential information means information disclosed to me or
known to me as a consequence of or through my employment by, or consulting
with, the Company, whether or not related to my duties at the Company, and
includes trade secrets or any other like information of value relating to
the business and/or field of interest of the Company, or of any
corporation, firm, or partnership directly or indirectly controlled by or
controlling the Company or in which any of the aforesaid have more than ten
percent (10%) ownership interest.
7. I shall use my best efforts to protect and guard confidential information.
Except as required in my duties to the Company, I will never directly or
indirectly use disseminate, disclose, lecture upon, or publish articles
concerning confidential information.
8. I represent that I have listed and briefly described on the back of this
Agreement all Inventions, if any, which I conceived or made prior to my
employment by, or consulting for, the Company and which I wish to exclude
from this Agreement.
9. I represent that to the best of my knowledge, there is no other contract to
assign Inventions, that is now in existence between myself and any other
person, corporation, or partnership unless I have so indicated on the back
of this Agreement and unless a copy of any such other contract is attached
hereto.
10. Upon termination of my employment or consulting with the Company for any
reason, I will turn over to the Company all notes, memoranda, source and
machine code, records, reports, drawings, blueprints, manuals, materials,
and data containing confidential information of the Company, including all
copies thereof that I may then have in my possession or under my control.
11. This Agreement shall be governed by the laws of the State of California as
if it were entered into and entirely performed within California. Each
covenant shall be independent and separate from all other covenants, and
the invalidity of a covenant shall not affect the enforceability of any of
the other covenants. For purposes of this Agreement, the business of the
Company shall include the business of any corporation, firm, or
partnership, directly or indirectly controlled by or controlling the
Company or in which any of the foregoing, including the Company, have more
than ten percent (10%) ownership interest. This Agreement shall inure to
the benefit of the Company and any successor or assignee of the Company and
shall be binding upon my heirs, administrators, and representatives.
Signed this 13 day of August 1993, effective from and after the date of
commencement of my employment by, or consulting for, the Company.
EMPLOYEE /s/ Kirk E. Paulsen FOR SONIC SOLUTIONS
----------------------------
(signature)
KIRK E. PAULSEN BY ----------------------------
----------------------------
(print name)
ADDRESS 60 W. BARBAREE WAY TITLE --------------------------
----------------------------
TIBURON CA 94901
----------------------------
USE BACK OF THIS AGREEMENT FOR RESERVED INVENTIONS CONCEIVED OR MADE PRIOR TO
EXECUTION OF THIS AGREEMENT AND BRIEF DESCRIPTIONS THEREOF AND OTHER CONTRACTS.
<PAGE>
EXHIBIT D
[LETTERHEAD OF HELLER EHRMAN WHITE & McAULIFFE LLP]
January 5, 2000
Via Federal Express
Dr. Hiromu Soga
President & C.E.O.
Spruce Technologies, Inc.
1054 S. De Anza Blvd
San Jose, CA 95129-3553
Re: Targeting of Sonic Solutions Employees
Dear Dr. Soga:
We are contacting you on behalf of our client, Sonic Solutions.
Over the past several weeks, Spruce Technologies, Inc. ("Spruce") has
pursued an aggressive hiring campaign targeting key Sonic Solutions employees.
Spruce's conduct in this regard is both unfair and unlawful, and Sonic Solutions
demands that it cease immediately.
Several employees in Sonic Solutions' software engineering and engineering
quality assurance groups have been approached by recruiters acting on behalf of
Spruce. Spruce's aggressive focus on Sonic Solutions employees as a source for
new Spruce recruits is, in itself, an improper business practice. Several courts
have expressly held such conduct unlawful, and courts have been especially quick
to condemn employee raiding where evidence suggests that the hiring practices at
issue were undertaken with knowledge that the plaintiff's ability to compete
would be harmed by those practices.
In addition, there is evidence that Spruce's recruiting efforts have made
use of highly confidential information regarding the job duties, salaries, and
past performance ratings of Sonic Solutions employees. Based on the skills and
experience of the employees targeted by Spruce's recruiters, as well as the
substance of the discussions, it is apparent that the recruiters are working
with detailed information regarding Sonic Solutions' employees. In some
instances, the recruiters claimed that the employee would earn 30% to 40% more
with Spruce than he or she was then earning with Sonic Solutions,
<PAGE>
Dr. Hiromu Soga Heller Ehrman White & McAuliffe
January 5, 2000 Attorneys
Page 2
even though the employee had not yet described to the recruiter his job duties,
experience, or other information needed to assess the employee's value. Absent
receipt of confidential information regarding Sonic Solutions' employee
salaries, abilities, and experience, Spruce could not reasonably make such an
offer. The evidence suggests that Spruce obtained confidential information from
former Sonic Solutions employee Kirk Paulsen, who is currently employed by
Spruce.
This kind of conduct by Spruce is problematic -- and unlawful -- for two
independent reasons. First, each Sonic Solutions employee signs a
confidentiality agreement when he commences his employment with Sonic Solutions.
Under the terms of the agreement, which Mr. Paulsen signed when he became
employed with Sonic Solutions, the employee may not make use of or disclose
confidential Sonic Solutions information, including information regarding the
skills, abilities, responsibilities, and compensation of Sonic Solutions
employees. Second, statutory and common law trade secret and unfair competition
principles independently prohibit Spruce (and ex-Sonic Solutions employees
working for Spruce) from using such information in recruiting Sonic Solutions
employees. Such conduct gives rise to several causes of action, including
intentional interference with prospective business advantage, intentional
interference with contractual relations, misappropriation of trade secrets, and
unfair business practices (including liability under California Business &
Professions Code section 17200, et seq.).
Sonic Solutions hereby demands Spruce's written assurance that Spruce
will immediately cease its targeted recruiting and hiring of Sonic Solutions
employees and that it additionally will cease any and all use of any
confidential information regarding Sonic Solutions and its employees. If Spruce
refuses to end its tortious conduct immediately, Sonic Solutions intends to
pursue all available legal remedies. Please provide your written response no
later than January 12, 2000.
Very truly yours,
/s/ James R. Knox
James R. Knox
<PAGE>
<TABLE>
<S> <C> <C>
From: JAMES R. KNOX (650) 324-7000
HELLER EHRMAN WHITE & MCAULIFFE SHIPPER'S FEDEX ACCOUNT # FedEx
525 UNIVERSITY AVENUE, SUITE 11
PALO ALTO, CA, 94301
To: Dr. Hiromu Soga (408) 123-4567 SHIP DATE: 05JAN00
Spurce Technologies, Inc. WEIGHT: 1 LBS
1054 S. De Anza Blvd.
San Jose, CA, 951293553
Ref: 14050-0002
Delivery Address FROM THU
TRK # 7903 2211 2533 0201 PRIORITY OVERNIGHT AA
SJC Delivered by:
95129-CA-US WC SJCA 06JAN00
</TABLE>
--------------------------------------------------------------------------------
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<PAGE>
EXHIBIT
ORIGINAL FILED
Dec 5 '00
[ ]
U.S. DISTRICT COURT
NO. DIST. OF CA S.J.
NORTHERN DISTRICT OF CALIFORNIA
)
)
SONIC SOLUTIONS )
Plaintiff(s) )
) C 00-21224 JW
-v- )
) INITIAL CASE MANAGEMENT SCHEDULING ORDER
SPRUCE TECHNOLOGIES, INC )
Defendant(s) )
)
______________________________)
IT IS HEREBY ORDERED that this action is assigned to the Honorable James
Ware. When serving the complaint or notice of removal, the plaintiff or removing
defendant must serve on all other parties a copy of this order, the handbook
entitled "Dispute Resolution Procedures in the Northern District of California"
and all other documents specified in Civil Local Rule 4-3. Counsel must comply
with the case schedule listed below unless the Court otherwise orders.
IT IS FURTHER ORDERED that this action is assigned to the Alternative
Dispute Resolution (ADR) Multi-Option Program governed by ADR Local Rule 3.
Counsel and clients must familiarize themselves with that rule and with the
handbook entitled "Dispute Resolution Procedures in the Northern District of
California."
CASE SCHEDULE [ADR MULTI-OPTION PROGRAM]
Date Event Governing Rule
--------------------------------------------------------------------------------
12/05/2000 Complaint filed
03/19/2001 Last day to meet and confer re initial FRCivP 26(f)
disclosures, early settlement, ADR process & ADR LR 3-5
selection, and discovery plan
03/19/2001 Last day to file Joint ADR Certification ADR L.R. 3-5(b)
with Stipulation to ADR process or Notice of
Need for ADR Phone Conference
04/02/2001 Last day to complete initial disclosures FRCivP 26(a) (1)
or state objection in Rule 26(f) Report, Civil L.R.16-12,
file/serve Case Management Statement, and 13
file/serve Rule 26(f) Report
04/09/2001 Case Management Conference in at 10:00 AM Civil L.R. 16-13
<PAGE>
UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF CALIFORNIA
SAN JOSE DIVISION
Case No __________________
STANDING ORDER REGARDING
CASE MANAGEMENT IN CIVIL CASES
This Order sets forth requirements for initial case management in all civil
matters assigned to Judge James Ware, Judge Ronald M. Whyte and Judge Jeremy
Fogel.
Plaintiff shall serve a copy of this Standing Order on all parties to this
action and on all parties subsequently joined, in accordance with Fed.R.Civ.P. 4
and 5. Following service, plaintiff shall file a certificate of service in
accordance with Civil L.R. 5-4(a).
All disclosure or discovery disputes are referred to the assigned
Magistrate Judge for determination pursuant to Fed.R.Civ.P. 72(a).
Before selecting a hearing date for a motion before any of the district
judges of the San Jose Division, counsel shall confer with opposing counsel to
determine that the proposed hearing date will not cause undue prejudice.
Civil motions under Civil L.R. 7-2 in cases assigned to Judge Ware may be
noticed for hearing on any Monday at 9:00 a.m.
Civil motions under Civil L.R. 7-2 in cases assigned to Judge Whyte may be
noticed for hearing on any Friday at 9:00 a.m.
Civil motions under Civil L.R. 7-2 in cases assigned to Judge Fogel may be
noticed for hearing only after contacting Judge Fogel's judicial secretary,
Teresa Fleishman, at (408) 535-5426 and obtaining an available date.
Pursuant to Fed.R.Civ.P. 16 and 26 and Civil L.R. 16-14(a), a Case
Management Conference will be held on 4/9/01 at 10:00 a.m., at the United States
Courthouse, 280 South First Street, San Jose, California. This conference may be
continued only by Court order pursuant to Civil L.R. 16-2(f). Parties may not
stipulate to continue a Case Management Conference without Court approval.
<PAGE>
Pursuant to Civil L.R. 16-4, in advance of the Case Management Conference,
counsel shall confer with their respective clients and opposing counsel for the
purposes specified in Fed.R.Civ.P. 26(f) and Civil L.R. 16-5, 16-6 through 16-8
(patent cases only), 16-12 and 16-13. A meaningful meet and confer process prior
to the Case Management Conference and good faith compliance with the
requirements of this Order are essential elements of effective case management.
Failure to meet and confer, to be prepared for the Case Management Conference or
to file a Joint Case Management Conference statement may result in sanctions.
Parties may but are not required to attend the Case Management Conference.
IT IS SO ORDERED.
Dated: Effective June 1, 1998, until further Court order.
/s/ James Ware
------------------------------
James Ware
United States District Judge
/s/ Ronald M. Whyte
------------------------------
Ronald M. Whyte
United States District Judge
/s/ Jeremy Fogel
------------------------------
Jeremy Fogel
United States District Judge
-2-
<PAGE>
EXHIBIT
AO 440 (Rev. 10/93) Summons in a Civil Action
================================================================================
United States District Court
NORTHERN DISTRICT OF CALIFORNIA
SONIC SOLUTIONS, a California corporation,
SUMMONS IN A CIVIL ACTION
CASE NUMBER: C 00-21224 JW ADR
v.
SPRUCE TECHNOLOGIES, INC., a California
corporation, and KIRK E. PAULSEN,
TO: (Name and address of defendant)
KIRK E. PAULSEN, Senior Vice President of Sales
1054 South De Anza Blvd.
San Jose, California 95129
YOU ARE HEREBY SUMMONED and required to serve upon PLAINTIFF'S ATTORNEY
(name and address)
Stanley Young, Esq.
Joshua M. Masur, Esq.
Heller Ehrman White & McAuliffe
525 University Avenue
Palo Alto, California 94301-1900
an answer to the complaint which is herewith served upon you, within Twenty (20)
days after service of this summons upon you, exclusive of the day of service. If
you fail to do so, judgment by default will be taken against you for the relief
demanded in the complaint. You must also file your answer with the Clerk of this
Court within a reasonable period of time after service.
RICHARD W. WIEKING DEC-5 2000
--------------------------------- --------------------------------
CLERK DATE
L/C
---------------------------------
(BY) DEPUTY CLERK
AO-440
<PAGE>
EXHIBIT
CIVIL COVER SHEET
US 44 - No. CALIF (Rev. 4/97)
The JS-44 civil cover sheet and the information contained herein neither replace
nor supplement the filing and service of pleadings or other papers as required
by law, except as provided by local rules of court. This form, approved by the
Judicial Conference of the United States in September 1974, is required for the
use of the Clerk of Court for the purpose of initiating the civil docket sheet.
(SEE INSTRUCTIONS ON PAGE TWO)
I. (a) PLAINTIFFS
SONIC SOLUTIONS, a California corporation,
(b) COUNTY OF RESIDENCE OF FIRST LISTED PLAINTIFF Marin
(EXCEPT IN U.S. PLAINTIFF CASES)
--------------------------------------------------------------------------------
DEFENDANTS
SPRUCE TECHNOLOGIES, INC., a California corporation, and KIRK E. PAULSEN,
COUNTY OF RESIDENCE OF FIRST LISTED DEFENDANT Santa Clara
(IN U.S. PLAINTIFF CASES ONLY)
NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF THE TRACT OF LAND
INVOLVED.
--------------------------------------------------------------------------------
(c) ATTORNEYS (FIRM NAME, ADDRESS, AND TELEPHONE NUMBER)
Stanley Young, Esq
Heller Ehrman White & McAuliffe
525 University Avenue
Palo Alto, California 94301-1900
(650) 324-7000
--------------------------------------------------------------------------------
ATTORNEYS (IF KNOWN)
C 00-21224
--------------------------------------------------------------------------------
II. BASIS OF JURISDICTION (PLACE AN 'X' IN ONE BOX ONLY)
[_] 1 U.S. Government Plaintiff
[_] 2 U.S. Government Defendant
[X] 3 Federal Question (U.S. Government Not a Party)
[_] 4 Diversity (Indicate Citizenship of Parties in Item III)
--------------------------------------------------------------------------------
III. CITIZENSHIP OF PRINCIPAL PARTIES (PLACE AN 'X' IN ONE BOX FOR
(For diversity cases only) PLAINTIFF AND ONE BOX FOR DEFENDANT
PTF DEF
Citizen of This State [_] 1 [_] 1
Citizen of Another State [_] 2 [_] 2
Citizen or Subject of a Foreign Country [_] 3 [_] 3
Incorporated or Principal Place of Business
In This State [_] 4 [_] 4
Incorporated and Principal Place of Business
In Another State [_] 5 [_] 5
Foreign Nation [_] 6 [_] 6
--------------------------------------------------------------------------------
IV. ORIGIN (PLACE AN "X" IN ONE BOX ONLY)
[X] 1 Original Proceeding
[_] 2 Removed from State Court
[_] 3 Remanded from Appellate Court
[_] 4 Reinstated or Reopened
[_] 5 Transferred from Another district (specify)
[_] 6 Multidistrict Litigation
[_] 7 Appeal to District Judge from Magistrate Judgment
--------------------------------------------------------------------------------
V. NATURE OF SUIT (PLACE AN "X" IN ONE BOX ONLY)
--------
CONTRACT
--------
[_] 110 Insurance
[_] 120 Marine
[_] 130 Miller Act
[_] 140 Negotiable Instrument
[_] 150 Recovery of Overpayment & Enforcement of Judgment
[_] 151 Medicare Act
[_] 152 Recovery of Defaulted Student Loans (Excl. Veterans)
[_] 153 Recovery of Overpayment of Veteran's Benefits
[_] 160 Stockholders' Suits
[_] 190 Other Contract
[_] 195 Contract Product Liability
-------------
REAL PROPERTY
-------------
[_] 210 Land Condemnation
[_] 220 Foreclosure
[_] 230 Rent Lease & Ejectment
[_] 240 Torts to Land
[_] 245 Tort Product Liability
[_] 290 All Other Real Property
-----
TORTS
-----
PERSONAL INJURY
[_] 310 Airplane
[_] 315 Airplane Product Liability
[_] 320 Assault, Libel & Slander
[_] 330 Federal Employers Liability
[_] 340 Marine
[_] 345 Marine Product Liability
[_] 350 Motor Vehicle
[_] 355 Motor Vehicle Product Liability
[_] 360 Other Personal Injury
[_] 362 Personal Injury - Med. Malpractice
[_] 365 Personal Injury - Product Liability
[_] 368 Asbestos Personal Injury Product Liability
PERSONAL PROPERTY
[_] 370 Other Fraud
[_] 371 Truth in Lending
[_] 380 Other Personal Property Damage
[_] 385 Property Damage Product Liability
------------
CIVIL RIGHTS
------------
[_] 441 Voting
[_] 442 Employment
[_] 443 Housing
[_] 444 Welfare
[_] 440 Other Civil Rights
------------------
PRISONER PETITIONS
------------------
[_] 510 Motion to Vacate Sentence
Habeas Corpus:
[_] 530 General
[_] 535 Death Penalty
[_] 540 Mandamus & Other
[_] 550 Civil Rights
[_] 555 Prison Condition
------------------
FORFEITURE/PENALTY
------------------
[_] 610 Agriculture
[_] 620 Other Food & Drug
[_] 625 Drug Related Seizure of Property 21 USC 881
[_] 630 Liquor Laws
[_] 640 RR & Truck
[_] 650 Airline Regs.
[_] 660 Occupational Safety/Health
[_] 690 Other
-----
LABOR
-----
[_] 710 Fair Labor Standards Act
[_] 720 Labor/Mgmt. Relations
[_] 730 Labor/Mgmt. Reporting & Disclosure Act
[_] 740 Railway Labor Act
[_] 790 Other Labor Litigation
[_] 791 Empl. Ret. Inc. Security Act
----------
BANKRUPTCY
----------
[_] 422 Appeal 28 USC 158
[_] 423 Withdrawal 28 USC 157
---------------
PROPERTY RIGHTS
---------------
[X] 820 Copyrights
[_] 830 Patent
[_] 840 Trademarks
---------------
SOCIAL SECURITY
---------------
[_] 861 HIA (1395ff)
[_] 862 Black Lung (923)
[_] 863 DIWC/DIWW (405(g))
[_] 864 SSID Title XVI
[_] 865 RSI (405(g))
-----------------
FEDERAL TAX SUITS
-----------------
[_] 870 Taxes (U.S. Plaintiff or Defendant)
[_] 871 IRS-Third Party 26 USC 7609
--------------
OTHER STATUTES
--------------
[_] 400 State Reapportionment
[_] 410 Antitrust
[_] 430 Banks and Banking
[_] 450 Commerce/ICC Rates/etc.
[_] 460 Deportation
[_] 470 Racketeer Influenced and Corrupt Organizations
[_] 810 Selective Service
[_] 850 Securities/Commodities/Exchange
[_] 875 Customer Challenge 12 USC 3410
[_] 891 Agricultural Acts
[_] 892 Economic Stabilization Act
[_] 893 Environmental Matters
[_] 894 Energy Allocation Act
[_] 895 Freedom of Information Act
[_] 900 Appeal of Fee Determination Under Equal Access to Justice
[_] 950 Constitutionality of State Statutes
[_] 890 Other Statutory Actions
--------------------------------------------------------------------------------
VI. CAUSE OF ACTION (CITE THE US CIVIL STATUTE UNDER WHICH YOU ARE FILING AND
WRITE A BRIEF STATEMENT OF CAUSE. DO NOT CITE JURISDICTIONAL STATUTES UNLESS
DIVERSITY). There are a total of twelve (12) Causes of Action including:
Copyright Infringement under 17 U.S.C. 101 et seq.; Misappropriation of Trade
Secrets under California Civil Code Sec 3426 et seq.; and Breach of Contract.
--------------------------------------------------------------------------------
VII. REQUESTED IN COMPLAINT: [_] CHECK IF THIS IS A CLASS ACTION UNDER F.R.C.P.
23 DEMAND $
[_] CHECK YES only if demanded in complaint:
JURY DEMAND [X] [_] NO
--------------------------------------------------------------------------------
VIII. RELATED CASE(S) IF ANY PLEASE REFER TO CIVIL L.R. 3-12 CONCERNING
REQUIREMENT TO FILE "NOTICE OF RELATED CASE".
--------------------------------------------------------------------------------
IX. DIVISIONAL ASSIGNMENT (CIVIL L.R. 3-2) (PLACE AN "X" IN ONE BOX ONLY)
[_] SAN FRANCISCO/OAKLAND
[X] SAN JOSE
--------------------------------------------------------------------------------
DATE 12/5/2000 SIGNATURE OF ATTORNEY OF RECORD
/s/ Stanley Young
NDC-JS44
