Northlake Surgical Instruments, Inc. v. Adaeze Okwuosa

CASE-FILE DOCUMENT · EMPLOYMENT AGREEMENT

Exhibit 001 — Employment Agreement (Excerpts)

NORTHLAKE SURGICAL INSTRUMENTS, INC. — EMPLOYMENT AGREEMENT

Employee: Adaeze Okwuosa Position: Territory Sales Representative (later Senior Sales Engineer) Effective Date: March 3, 2014

The following are the operative excerpts of the agreement Ms. Okwuosa signed on her first day of employment. The full agreement is eleven pages; the recitals, at-will provisions, and standard boilerplate are omitted here.

Section 4. Access to Confidential Information. Employee acknowledges that, in the course of employment, Employee will be given access to confidential customer and pricing information belonging to the Company, including customer lists, negotiated pricing, discount schedules, and contract-renewal information (collectively, "Confidential Information"). Employee agrees to use Confidential Information solely for the benefit of the Company.

Section 7. Non-Competition. For a period of one (1) year following the termination of employment for any reason, Employee shall not, directly or indirectly, own, manage, be employed by, or provide services to any business that designs, manufactures, distributes, or sells medical devices, surgical instruments, or surgical implants anywhere within the Company's sales region, which the parties acknowledge presently comprises the State of Meridian and the three adjacent states in which the Company sells.

Section 8. Non-Solicitation. For a period of eighteen (18) months following the termination of employment, Employee shall not, directly or indirectly, solicit, divert, or attempt to divert the business of any customer of the Company that Employee serviced or about whom Employee learned Confidential Information during employment.

Section 9. Return of Property. Upon termination, Employee shall immediately return all Company property and all documents and data containing Confidential Information, in any form.

Section 12. Consideration. Employee acknowledges that employment and continued access to Confidential Information constitute adequate consideration for the covenants in Sections 7 and 8.

EMPLOYEE SIGNATURE: /s/ Adaeze Okwuosa Date: March 3, 2014 FOR THE COMPANY: /s/ (illegible), Human Resources Date: March 3, 2014

Handwritten note in Ms. Okwuosa's file, initialed by HR: "Signed with new-hire packet — did not request changes."

CASE-FILE DOCUMENT · RESIGNATION NOTICE

Exhibit 002 — Resignation Notice

From: Adaeze Okwuosa To: Priscilla Danneker, Director of Sales; Human Resources Date: December 22, 2025 Re: Notice of Resignation

Priscilla,

This is to give formal notice that I am resigning my position as Senior Sales Engineer at Northlake Surgical Instruments, effective January 5, 2026. I have accepted a position with another company.

I want to thank you and the team for twelve good years. I'm proud of what I built in the Lake Verdant territory, and I've tried to leave every account in good shape for whoever takes it over. I'm happy to help with a clean transition through my last day — I've already started a handoff document for my open quotes.

I'll return my laptop, badge, and demo kit on my last day.

Best, Adaeze

Internal note appended by HR: Exit checklist initiated 12/22/2025. Laptop and badge collected 1/5/2026. Off-boarding IT review requested per standard procedure for departing sales personnel.

CASE-FILE DOCUMENT · PRICING SPREADSHEET DESCRIPTION

Exhibit 003 — Northlake Master Customer-Pricing Spreadsheet (Described)

The spreadsheet itself is not reproduced in the student packet. This is a neutral description of the file at issue, prepared from the parties' filings and witness accounts. Nothing here states what the law makes of it — that is for you to research and argue.

File name: Northlake_Master_Pricing_LakeVerdant_and_Region.xlsx Format: Microsoft Excel workbook, approximately 3,400 rows across nine tabs. Approximate size: 2.1 MB.

Contents (by tab):

1. Accounts — one row per hospital or ambulatory surgical center, with facility name, address, and the primary purchasing contact's name, title, and direct phone number.
2. Negotiated Pricing — per-unit pricing for each implant and instrument-tray SKU, by facility, reflecting each customer's individually negotiated rate.
3. Discount Tiers — volume-discount thresholds and the percentage discount applied at each tier.
4. Renewals — the contract-renewal or re-bid date for each facility.
5. Notes — free-text sales notes (surgeon preferences, past service issues, competitive threats).

6–9. Historical pricing archives by year (2021–2025).

How it was stored and used (per witness accounts): The workbook lived on a shared network drive accessible to the sales department. It was not password-protected beyond the general network login, and it was not marked "confidential" or "trade secret" on its face. Sales representatives, including Ms. Okwuosa, opened it routinely to build quotes, and reps commonly emailed individual tabs or rows to one another and to inside-sales staff when preparing bids.

The dispute: Northlake contends the workbook is its most valuable proprietary asset and that Ms. Okwuosa misappropriated it. Ms. Okwuosa contends the file was loosely handled, widely shared, and — as to the numbers themselves — quickly out of date, because facility contracts are renegotiated frequently.

CASE-FILE DOCUMENT · IT EXPORT LOG

Exhibit 004 — IT Off-Boarding Export-Log Report

NORTHLAKE SURGICAL INSTRUMENTS, INC. — INFORMATION SECURITY Off-Boarding Data-Access Review

Subject employee: A. Okwuosa (Sales) Review requested: January 6, 2026 Prepared by: André Dupont, IT Security Analyst Report date: January 9, 2026

Scope

Standard off-boarding review of the subject's workstation activity and network-drive access for the ninety (90) days preceding separation, per company procedure for departing sales personnel.

Findings

1. Removable-media event — December 29, 2025, 6:52 p.m. A file was copied from the Sales shared drive to a removable USB mass-storage device connected to the subject's workstation. The endpoint log records the destination as a USB device and the source file name as Northlake_Master_Pricing_LakeVerdant_and_Region.xlsx (approx. 2.1 MB). The log records the copy event and file name; it does not record the subsequent contents or handling of the copied file.

1. Email forward — December 30, 2025, 8:14 a.m. One internal email was forwarded from the subject's company mailbox to an external personal address (adaeze.okwuosa@[personal].com). The forwarded message was a bid-coordination thread that included, in the signature block of a quoted message, a hospital purchasing contact's direct phone number. No attachment accompanied the forward.

1. No other flagged exfiltration events. No bulk downloads, no mass email of customer records, and no access to files outside the subject's normal sales scope were identified in the review window.

Analyst note

This report reflects what the logs show. It does not, and cannot, establish what was done with the copied file or the forwarded email after the recorded events. Questions about intent or use are outside the scope of a log review.

/s/ André Dupont, IT Security Analyst

CASE-FILE DOCUMENT · VERDANT OFFER LETTER

Exhibit 005 — Verdant Medical Systems Offer Letter and Job Description

VERDANT MEDICAL SYSTEMS, LLC Elleston, Marrick County, Meridian

Date: December 18, 2025 To: Adaeze Okwuosa Re: Offer of Employment — Clinical Sales Specialist, Endoscopy & GI

Dear Ms. Okwuosa,

We are delighted to offer you the position of Clinical Sales Specialist, Endoscopy & GI Division, reporting to Curtis Bellweather, Regional Manager. Your assigned territory will be the northern and western counties of our Meridian region. Your anticipated start date is January 6, 2026.

Position summary. You will sell and clinically support Verdant's flexible endoscopy and gastrointestinal-suite product lines to hospitals and endoscopy centers in your territory. This is a distinct product category from orthopedic implants and trays.

Compliance condition (Section 5). Verdant requires all incoming sales personnel to certify that they will not use, disclose, or bring to Verdant any confidential or proprietary information of a former employer, including customer lists or pricing data. You may not solicit business using any such information. By countersigning, you certify your understanding of and agreement to this condition.

We ask that you review the attached job description and the compliance certification and return signed copies before your start date. We are excited to have you join the team.

Sincerely, /s/ Curtis Bellweather, Regional Manager, Endoscopy & GI

COMPLIANCE CERTIFICATION (countersigned): /s/ Adaeze Okwuosa — December 19, 2025 "I certify that I will not use or disclose any former employer's confidential information in my work for Verdant."

CASE-FILE DOCUMENT · CEASE AND DESIST LETTER

Exhibit 006 — Cease-and-Desist Letter from Northlake's Counsel

RENNICK & VAO LLP Attorneys at Law · Norsholm, Meridian

VIA EMAIL AND CERTIFIED MAIL

Date: January 20, 2026 To: Ms. Adaeze Okwuosa Re: Demand to Cease Competitive Employment and Return Company Property

Dear Ms. Okwuosa:

This firm represents Northlake Surgical Instruments, Inc. We write regarding your recent resignation and your acceptance of employment with a direct competitor, Verdant Medical Systems, LLC.

As you know, your employment agreement includes a one-year non-competition covenant and an eighteen-month non-solicitation covenant. Your employment with Verdant, a company that sells medical devices within Northlake's sales region, is a plain violation of the non-competition covenant.

Northlake has further determined, through an off-boarding security review, that in the final week of your employment you copied Northlake's master customer-pricing file to a personal storage device and forwarded internal company communications to a personal email account. This information is confidential and proprietary to Northlake, and its removal and use are unlawful under applicable Meridian law and your agreement.

Northlake therefore demands that you, no later than January 30, 2026: (1) cease all employment with Verdant Medical Systems; (2) return and permanently delete all Northlake data in your possession, including the copied pricing file and any forwarded communications; and (3) confirm in writing that you have not disclosed any Northlake information to Verdant or any third party.

If Northlake does not receive satisfactory assurances by that date, it will seek all available relief, including a temporary injunction and damages. Northlake reserves all rights.

Govern yourself accordingly.

Sincerely, /s/ Counsel for Northlake Surgical Instruments, Inc. Rennick & Vao LLP

WITNESS STATEMENT · WITNESS HOLLIS

Witness Statement — Mareike Hollis

Witness: Mareike Hollis, former Sales Coordinator, Northlake Surgical Instruments Taken by: Ellingboe & Ravndal LLP Date: April 8, 2026

My name is Mareike Hollis. I worked at Northlake Surgical Instruments as a sales coordinator for a little over six years, until I left in 2024 for a job closer to home. For most of that time I worked directly with the sales engineers, and I knew Adaeze Okwuosa well. She was the best rep we had — organized, honest with customers, and she never cut corners.

I'm giving this statement because I keep hearing that Adaeze "stole the customer list," and that's just not how things worked at Northlake. That pricing spreadsheet everyone's fighting about? It was on the shared sales drive. Half the building could open it. I opened it constantly — I built quotes off it, I updated rows in it, I emailed tabs from it to inside sales and to reps in other territories whenever somebody needed a number fast. Nobody ever told me it was secret. There was no password on the file itself. It didn't say "confidential" anywhere on it. It was just the pricing sheet.

If somebody at Northlake now wants to say that file was some locked-down trade secret, that doesn't match what I saw every day for six years. I probably emailed pieces of it a hundred times. So did other people. If it was such a crown jewel, you'd think somebody would have at least put a password on it or told us to be careful. Nobody ever did.

I also want to say something about the pricing itself. Those numbers went stale fast. Hospitals renegotiate their contracts all the time — a facility's price could change twice in a year. A snapshot of the sheet from December wouldn't even be accurate by spring. We used to joke that the "master" sheet was out of date the day it was saved.

I don't know anything about Adaeze copying a file onto a USB drive. I'd already left by then, so I can't speak to what she did on her way out. I can only tell you how that file was treated while I was there, which is: not like a secret. If you asked ten of us back then whether we were allowed to email the pricing sheet around, every one of us would have said "sure, we do it all the time."

I'm willing to say all of this under oath. I don't have a stake in this — I don't work there anymore, and I'm not at Verdant either. I just don't like watching a good person get called a thief over something everybody did.

/s/ Mareike Hollis

WITNESS STATEMENT · WITNESS DUPONT

Witness Statement — André Dupont

Witness: André Dupont, IT Security Analyst, Northlake Surgical Instruments Context: Statement given in connection with the off-boarding review he prepared (Exhibit 004) Date: April 30, 2026

My name is André Dupont. I am an information-security analyst at Northlake Surgical Instruments. Part of my job is running off-boarding data-access reviews when an employee in a sensitive role leaves the company. I ran the review on Ms. Okwuosa's workstation and mailbox after her separation, and I prepared the export-log report.

I want to be careful about what I can and cannot say, because I think that distinction matters. What I can tell you is what the logs record. On the evening of December 29, 2025, our endpoint log shows a file being copied from the Sales shared drive to a USB storage device connected to Ms. Okwuosa's workstation. The source file name in the log matches the master pricing workbook, and the size is about 2.1 megabytes. The next morning, December 30, the mail log shows one internal email forwarded from her company mailbox to an external personal address. That email was a bid-coordination thread; buried in a quoted signature block was a hospital contact's direct phone number. There was no attachment on the forward.

That is the entirety of what the logs establish. I want to be clear about the limits. The log records that a copy event happened and the name of the file. It does not record what was done with the file afterward — whether it was ever opened again, whether it was deleted, whether it was shown to anyone, or whether it was used for anything at all. A USB copy event is a USB copy event. I have no technical basis to say what her intent was, and I would not testify to it.

I also did not find any bulk exfiltration. There was no mass download of records, no mass email of customer data, and no access to systems outside her normal sales work. If someone were systematically stealing a customer database, I would generally expect to see a very different pattern. I saw two events: one file copy and one email forward.

I was asked whether the pricing file was technically protected. On the file itself, no — there was no file-level password or encryption. Access was governed by the general network login, and the Sales drive was open to the sales department. That is what our access-control records show.

I am providing this statement to describe my report accurately and to make sure my findings are not stretched beyond what the logs actually say.

/s/ André Dupont

WITNESS STATEMENT · WITNESS BELLWEATHER

Witness Statement — Curtis Bellweather

Witness: Curtis Bellweather, Regional Manager, Endoscopy & GI Division, Verdant Medical Systems Taken by: Ellingboe & Ravndal LLP Date: April 22, 2026

My name is Curtis Bellweather. I am the regional manager for the Endoscopy and GI division at Verdant Medical Systems, and I hired Adaeze Okwuosa. I'd known of her reputation for years — everybody in the field did — and when I heard she might be open to a move, I reached out.

I want to explain what we actually hired her to do, because I think there's a misunderstanding. Verdant hired Adaeze for our flexible-endoscopy and gastrointestinal product lines. That is a completely different product category from orthopedic implants and instrument trays, which is what she sold at Northlake. Different call points inside the hospital, different clinicians, different buyers half the time. We put her in the northern and western counties of our region, which is not the Lake Verdant metro territory she ran before. We did that partly because it was where we needed coverage and partly, frankly, to keep her away from her old accounts and avoid exactly this kind of headache.

We never asked her for Northlake's customer data. We don't want it. Verdant has a firm policy — it's in our offer letter and in a separate certification every new sales hire signs — that incoming reps will not use or bring any former employer's confidential information, and will not solicit business using it. Adaeze signed that certification before she started. I went over it with her myself. I told her, in so many words, "Whatever you learned at Northlake about their pricing stays at Northlake. We win on our product, not on their spreadsheet."

To my knowledge she has followed that. She has not brought me any Northlake pricing, and she has not asked to be pointed at Northlake's orthopedic accounts. Her pipeline is endoscopy business in her assigned territory. If she had shown up with a competitor's pricing file, that would have been a serious problem for us, and I would have dealt with it.

I understand Northlake is upset that a strong rep left for a competitor. I get it; I've been on the other side of that. But hiring a good salesperson into a different product line and a different territory is not the same thing as raiding a customer list. We were careful precisely because we expected Northlake to be litigious.

I'm willing to testify to all of this, including our compliance policy and the territory and product assignment.

/s/ Curtis Bellweather

WITNESS STATEMENT · WITNESS CALDERARO

Witness Statement — Dr. Elena Calderaro

Witness: Dr. Elena Calderaro, Director of Surgical Procurement, regional hospital (a former Northlake customer) Taken by: Ellingboe & Ravndal LLP Date: May 18, 2026

My name is Elena Calderaro. I run surgical procurement at a regional hospital, and I was a Northlake customer for years. Adaeze Okwuosa was my sales rep for most of that time. I'm giving this statement because I understand there's a dispute about whether she tried to poach me for her new company, and I can tell you plainly that she did not.

First, about Adaeze as a rep: she was the straightest-dealing salesperson I ever worked with. She never oversold me. More than once she told me a less expensive option would do the job just as well, even though it meant a smaller sale for her. That is rare, and it's why I trusted her.

Now, the lunch, because I gather that's what this is about. Yes, a few weeks after Adaeze changed jobs, we had lunch. We've been friendly for years. We talked about our kids — her daughter plays hockey, mine is applying to colleges — and she told me about a cabin trip she'd taken. If we're being precise about it, I'm the one who brought up her new job. I asked her how it was going at Verdant. She was cheerful about it but didn't go into detail, and she absolutely did not pitch me anything. She didn't show me a product, didn't quote me a price, didn't ask me to switch anything to Verdant. It was two friends having lunch. I'd have noticed if it turned into a sales call — I sit through enough of those.

I should also say: even if she had wanted to sell me something, Verdant's endoscopy line isn't really my area on the orthopedic side. That's a different part of our purchasing.

One more thing, since I hear the fight is partly about Northlake's pricing sheet. I have no idea whether whatever numbers Northlake keeps are still accurate. I can tell you from my side of the table that we renegotiate our vendor contracts constantly. Prices from six months ago are often meaningless by the time you'd try to use them. So the idea that some old spreadsheet is a magic key to my account doesn't match how procurement actually works.

I don't have a dog in this fight. I buy from several vendors and I intend to keep doing that. I just don't want a friendly lunch turned into something it wasn't. I'll say all of this under oath if I have to.

/s/ Elena Calderaro, M.D.

BUSINESS EXHIBIT · ENGAGEMENT LETTER

Engagement Letter

ELLINGBOE & RAVNDAL LLP 310 Riverwalk Plaza, Suite 400, Norsholm, Meridian 55901

Date: February 16, 2026

Ms. Adaeze Okwuosa 1420 Birchmere Court Norsholm, Meridian 55902

Re: Representation in Northlake Surgical Instruments, Inc. v. Okwuosa — Opposition to Temporary Injunction

Dear Ms. Okwuosa:

Thank you for retaining Ellingboe & Ravndal LLP. This letter sets out the terms of our engagement.

Scope of representation. We will represent you in connection with the motion for a temporary injunction filed by Northlake Surgical Instruments, Inc. in Meridian District Court, Halden County, seeking to enforce the non-competition and non-solicitation covenants in your 2014 employment agreement, and in related pre-answer proceedings. This engagement covers our work opposing the injunction, advising you on your rights and risks, and, if appropriate, pursuing a negotiated resolution. It does not include any appeal or any separate trade-secret damages trial, which would require a further agreement.

Fees. Our fees are charged on an hourly basis. Amara Ellingboe bills at $250 per hour and Marcus Ravndal bills at $225 per hour. Paralegal time, when used, is billed at $120 per hour. We record time in tenth-of-an-hour increments. The hourly rate governing this engagement is $250 for senior-attorney time.

Costs. You are responsible for out-of-pocket costs we advance on your behalf, such as filing fees, transcript fees, and service costs. We will identify these separately on your statements.

Billing. We send statements periodically, typically monthly. Statements are due within thirty days of receipt. Please tell us promptly if you have questions about any charge.

No guarantee of outcome. We will advocate vigorously for you, but we cannot and do not guarantee any particular result. Injunction practice moves quickly and outcomes depend on facts and on the court's discretion.

Your candor. Our advice is only as good as the information you give us. Everything you tell us in the course of this representation is protected by the attorney-client privilege. We ask that you be complete and candid with us, including about facts you find embarrassing.

If these terms are acceptable, please sign below and return one copy.

Sincerely,

/s/ Marcus Ravndal Ellingboe & Ravndal LLP

AGREED AND ACCEPTED:

/s/ Adaeze Okwuosa Date: February 16, 2026

BUSINESS EXHIBIT · INTAKE & CONFLICTS

Intake (2026-02-14). Former employer Northlake Surgical Instruments moved for a temporary injunction to enforce a one-year non-compete and eighteen-month non-solicitation covenant against Ms. Okwuosa, alleging she copied a customer-pricing spreadsheet before resigning to join a competitor. Firm engaged to oppose the injunction.

Conflicts check (2026-02-15) — CLEAR. No prior or current representation of Northlake, Verdant, or Rennick & Vao. No firm relationship with Ms. Danneker. No positional conflict identified.

BUSINESS EXHIBIT · BILLING STATEMENT (14 TIME ENTRIES)

BUSINESS EXHIBIT · INVOICES