4. Gourley Declaration

1 QUINN EMANUEL URQUHART & SULLIVAN, LLP Claude M. Stern (Bar No. 96737) 2 [email protected] Daniel C. Posner (Bar No. 232009) 3 [email protected] Jordan R. Jaffe (Bar No. 254886) 4 [email protected] John McCauley (Bar No. 274197) 5 [email protected] 50 California Street, 22nd Floor 6 San Francisco, California 94111-4788 Telephone: (415) 875-6600 7 Facsimile: (415) 875-6700 8 Attorneys for PRIMER TECHNOLOGY, INC. 9

SUPERIOR COURT OF THE STATE OF CALIFORNIA

10

COUNTY OF SAN FRANCISCO

11 12 QUID, INC., a California Corporation,

CASE NO. CGC-19-574788

13

DECLARATION OF SEAN GOURLEY IN

14

Plaintiff,

SUPPORT OF PRIMER’S OPPOSITION TO QUID’S EX APPLICATION FOR

vs.

15 PRIMER TECHNOLOGY, INC.; SEAN GOURLEY; AMY HEINEIKE; EMMANUEL 16 YERA; DOES 1-10, inclusive, 17 18

Defendant.

PRELIMINARY INJUNCTION AND RESPONSE TO ORDER TO SHOW CAUSE

Hearing Date: April 12, 2019 Time: 1:30 p.m. Dept.: 302 Judge: Hon. Ethan P. Schulman

19 Trial Date:

None Set

20 21 22 23 24 25 26 27 28

09064-00001/10792867.1

DECLARATION OF SEAN GOURLEY ISO OPPOSITION TO QUID’S EX APPLICATION FOR PRELIMINARY INJUNCTION AND RESPONSE TO ORDER TO SHOW CAUSE

1 I, Sean Gourley, declare as follows: 2 3 4

1.

I make this declaration based on my m y personal, firsthand knowledge and, if called as

a witness, I could and would wo uld testify competently to the facts set forth herein. I.

Introduction/Background

5 6 7

2.

I am the founder and Chief Executive Officer of Defendant Primer Technology,

Inc. (“Primer”). I hold a PhD in physics from Oxford University, which I attended on a Rhodes

8 Scholarship. My PhD research focused on computational physics and networks and I was a Post9 Doctoral Research Fellow at the Said Business School at Oxford, working on computational 10 modeling and data analysis. anal ysis. I also hold a Masters Physics specializing in nanotechnolog y from the 11 12

University of Canterbury. I also sit on the Board of Directors Directors of Anadarko (NYSE: APC) and served as a member of the Knight Foundation Commission on Truth, Media and Democracy.

13 14

3.

I have published multiple scientific papers on network theory, agent based

m y PhD and Post-Doctoral research at Oxford, I built 15 simulations and nanotechnology. During my 16 systems to analyze the text data describing insurgent and terrorist attacks. I used these tools to 17 uncover and track the mathematical patterns within war zones and built simulations to help explain 18 the dynamics of an insurgency. I used these models to advise key decision d ecision makers within the 19

Government, Military and NGO communities. The research pioneered the application of Big Data

20 21 22

to global conflict analysis. The research was published on the cover of the Journal Nature. 4.

I was nominated twice for the World Technology Technolo gy Network Award in the IT/

23 Software category for my work with Quid, and won the award in 2012. Two companies I have 24 founded or co-founded (Primer and Quid) have been recognized as Technology Pioneers by the 25 World Economic Forum. 26 27

5.

I am a frequent public speaker at events across the world on a broad range of topics

including artificial intelligence and machine learning, and their applications within the military,

28

09064-00001/10792867.1

-1DECLARATION OF SEAN GOURLEY ISO OPPOSITION TO QUID’S EX APPLICATION FOR PRELIMINARY INJUNCTION AND RESPONSE TO ORDER TO SHOW CAUSE

1 government intelligence, financial markets, and media. I have been invited to address multiple 2 government agencies including USCENTCOM at the Pentagon and the UNODC at the United 3

Nations. I am also a TED fellow and two-time TED Speaker, including a 2013 presentation

4

demonstrating the Quid technology1.

5 II.

6

Introduction to Quid and Work at Quid as CTO

6.

7

In or around June 23, 2008, I was retained as a consultant to what was then called

interactive and social network-like 8 You Noodle, Inc. You Noodle, Inc.’s business was to create an interactive 9 startup database, with algorithms to analyze and rate them 2. My work focused on creating tools to 10 analyze different startups in order to predict their future growth growth trajectories. After several months 11 12

of working with the company, YouNoodle You Noodle Inc. hired me full-time as Director of Data Tools Too ls on January 11, 2009 .

13 7.

14

Based on my work and expertise with machine learning and visualizing networks, ne tworks,

15 the company started a new business (Quid) in 2010 focused on utilizing these techniques for big Officer and Co-Founder of this new business. business. The 16 data analysis. I was named Chief Technology Officer 17 new business at Quid focused on the data analysis and network visualization work that I had been 18 spearheading, whereas the original YouNoodle business bu siness broke off into a separate business. 19

8.

When Quid first launched it was in “stealth mode,” mode, ” refining refining its technology before

20 21

taking it to market. Quid exited “stealth mode” in or around around the week of September 15, 2010. 9.

22

In my role as Chief Technology Technolog y Officer at Quid, I was responsible for the product

23 vision and software development, leading a team of approximately 20 engineers and data 24 25 26 1

27 https://www.ted.com/talks/eric_berlow_and_sean_gourley_mapping_ideas_worth_spreading?lang uage=en 28 2 https://www.sfgate.com/business/article/YouNoodle-helps-startups-to-connect-3164595.php 09064-00001/10792867.1


1 scientists. As was publicly acknowledged at the time 3, the Quid product vision grew out of my 2 PhD research, and I provided a detailed description of the product, technology and techniques used 3

in the Quid product to Harvard Business Review in March of 20114.

4

10.

On or around July 25th, 2011, Quid raised approximately $10 million in financing.

5 Less than five months later (by December 2011), Quid had already spent a significant amount of

6

the capital raised and was running out of cash. My understanding now and at the time was that the

7

8 Board of Directors requested that Mr. Goodson revise his financial and operational plan in order to 9 allow the company to continue operating with the current cash available, and to report the 10 financials on a monthly basis to the Board of Directors to ensure improved cash management. manag ement. Mr. 11

Goodson presented this revised financial plan at the January 16, 2012 Board Bo ard of Directors meeting.

12

At or around the time of the January 16, 2012 board meeting, the Board of Directors made the

13 decision to replace Mr. Goodson as CEO.

14

11.

15

The January 16, 2012 Board of Directors meeting also included a product

16 demonstration by me. Far from being an utter failure and not working, as alleged in Goodson 17 Declaration ⁋19, the demonstration showcased the “unprecedented amount of progress” my team 18 and I had made in the proceeding 9 months, as described by Mr. Goodson to Max Levchin, a Quid 19

Board Member, the day prior.5 We had a working product that contained much of the analysis

20 functionality and design the Quid platform maintains to this day. I publicly demonstrated the

21 22

product approximately eight weeks later at an event in New York and a video of this

6 largel y mirrors the 23 demonstration is available online. As can be seen in the video, the product largely

tod ay, clearly works, and was far from a failure. 24 core functionality of the Quid product today, 25 26 27

3

“[Quid] grew out of Gourley’s Ph.D. research on the mathematics of war” https://venturebeat.com/2011/11/28/quid-maps-technology-future/

4

See Ex. A. 5

28

09064-00001/10792867.1

See: Ex. B

6

https://www.youtube.com/watch?v=KEx1MT8p2pU.. https://www.youtube.com/watch?v=KEx1MT8p2pU


12.

1

By February 4, 2012, Kevin Freedman, who had been acting as an advisor to Quid,

2 was recruited and agreed to join as CEO under the condition that Quid raise $3 million in venture 3 4

capital7. Mr. Goodson sought my help in seeking outside investors to participate in the fundraise, since “It would help move along alon g existing investors if we have some outside money mone y begging to

5 6 7

come in.”8 Mr. Freedman was hired as CEO in or around March 2012, and Mr. Goodson was demoted to Chief Revenue Officer. 13.

8

I maintained my title as Chief Technology Officer and, sometime in 2012 after Mr.

9 Freedman was named CEO, I received a significant cash bonus and a salary increase. In October 10 2012, I was awarded the World Technology Network Award for IT/ Software for my work with 11 12

Quid. In February 2013, Quid is named the second most innovative Big Data company in the world by Fast Company9. That same month, I presented the Quid software publicly at the 2013

13 14

TED conference.10 14.

15

Tim Heath was hired in September 2012 to replace Jordan Miller and Jaime Herre.

16 He was not hired to replace me, as alleged in Goodson Declaration ⁋20. Rather, Tim managed the 17 day to day engineering operations, while I focused on product development, prototyping, and 18 educating the market about Quid and its product. I continued to lead these efforts through August 19

2014. I received a further salary increase and additional equity grant around March 2014 and May

20 21

2014, respectively. 15.

22

In or around October 2012, after working together for several months, I began to

exp ressed my doubts to Charles 23 have doubts about Mr. Freedman’s ability as CEO of Quid, and I expressed 24 25

7

26

8

See Ex. C. Ibid.

9

27

https://www.fastcompany.com/most-innovative-companies/2013

10

28 https://www.ted.com/talks/eric_berlow_and_sean_gourley_mapping_ideas_worth_spreading?lang uage=en 09064-00001/10792867.1


1 Lho (then Chairman of the Board) as early as October 9, 201211. 2 3

16.

On June 13, 2014, I again raised strong concerns regarding Mr. Freedman and his

performance as CEO to the chairman of Quid’s Board of Directors, Charles Lho, and urged that

4

the Board take action to address the matter.

5 17.

6 7

Following this open criticism, Mr. Freedman then decided to terminate me in early

August, 2014. Approximately eight weeks after terminating me, Quid’s Board of Directors

8 terminated Mr. Freedman as CEO. Neville Crawley, previously Chief Operating Officer at Quid 9 since 2013, was subsequently named CEO in October 2014. 10

III.

Transition out of Quid

11 12

18.

My departure from Quid was announced at an all-company meeting in mid-August

2014, after which I ceased coming into the office. I entered into a Transition Agreement with Quid

13 14

on August 22, 2014, which outlined my new role as “Adviser to the CEO” and stated that that these

full-time attendance at the 15 “Transition Duties are not expected to require [my] daily attention or full-time 12 16 office, and [I] may take time off from [my] Transition Duties to seek other employment.” It was

17 understood that I would begin pursuing new n ew projects during the transition period while continuing 18 to assist company with customer relationship and fundraising issues. 19

19.

As stated in Goodson Declaration ⁋22, “Freedman saw a role for Gourley in

20 21 22

maintaining continuity until new investor funding, then under discussion, could be secured.” The company, Mr. Freedman, and later Mr. Crawley all wanted me to continue to help the company

pub lic profile, its association with Quid, 23 with customer relationships and fundraising, due to my public m y personal and professional 24 and the large number of customer leads that were generated through my 25 network. 26

20.

The Transition Agreement was the product of several sev eral discussions with Mr.

27 11

28

09064-00001/10792867.1

See Ex. D.

12

Goodson Decl. Ex. E at [Section] 1.b.


1 Freedman in which he recognized that I could still contribute significant value to the compan y by 2 continuing working with investors and customers, but that I would also need to begin working on 3 4

new ventures. As a response to the originally originally proposed Transition Agreement, Agreement, I sent Mr. Freedman an email which attached a document that explained some of my requested changes.

5 6 7

Because the email was sent from my Quid account, I no longer have hav e access to the actual email, however I have reproduced below parts of what I sent to Mr. Freedman based the last version of

8 the document saved in my internal records: 9

When I do find another job, whether it is for a large company or as part of a small company that I become a founder, Quid Quid needs to let me go. As you know, my skills and expertise are in the field of artificial intelligence and network theor y and I will want to be able to apply this knowledge to earning a living in the industry. If I help in the transition, I don’t want to find myself in a position po sition several months later whereby Quid tries to keep me out of the industry by asserting that my skill set, knowledge and/or new inventions are somehow Quid trade secrets. Consequently, I would want an understanding understanding with the company that I would not be impeded impeded in the pursuit of a new career based on my skills. If questions arise with respect to trade secrets or IP, we should have a procedure procedu re whereby any issues can be quickly and fairly presented and resolved in confidence with a quick arbitration if necessary. necessary. I can provide greater specifics specifics on how this might might work if you are interested. Finally, what appears to be a two-week two-week severance is a small amount for for work given over a period of more mo re than 5 years of work. I would like to recommend that we increase this severance to 12 weeks after I stop work wo rk at full pay.

10 11 12 13 14 15 16

20

I want nothing but the best for Quid. Indeed, I have spent a large part of my professional career building it and I want it to succeed. I have no intention of taking trade secrets with me, or competing competing in the same space. That being said, I believe believe I should be treated more fairly upon my departure than what the current agreement provides. I have tried to structure my asks as potential win/wins. win/wins. Please review the suggestions contained above, above, and give me a call. I am confident that we we can easily modify the current agreement to make sure our incentives are better aligned over the next few months, so that when I leave, Quid is in the best place possible.

21

21.

17 18 19

In the subsequent negotiations after sending this letter, in coordination with my

22 counsel, I sent a revised version of the Transition and General Release Agreements.13 The 23

following changes were included in the Transition Agreement, which were then substantially

24 incorporated in the signed version: 25 26 27 28

09064-00001/10792867.1

13

See Redline of Transition Agreement, Ex. E


1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

09064-00001/10792867.1


1

22.

The General Release agreement was similarly revised:

2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

09064-00001/10792867.1


23.

1

Mr. Goodson was not involved in any discussions about my transition, since at the

2 time of my termination, Mr. Goodson had not no t been CEO for over two years and would not become 3

CEO again for another two years.

4

IV.

The Beginnings of Primer

5 24.

6

On numerous occasions prior the notice of m y termination in August 2014, and due

to similar concerns regarding Mr. Freedman, Mr. Crawley, then Chief Op erating Officer of Quid,

7

8 and I discussed leaving Quid in the event Mr. Freedman was not terminated. Following the notice 9 of my termination, Mr. Crawley and I began beg an to discuss jointly founding a new company, compa ny, Primer. 10

25.

11

From August 2014 until his appointment as CEO C EO following Mr. Freedman’s

termination in mid-October, Mr. Crawley intended to join P rimer as a Co-Founder and Chief

12

Operating Officer, was intimately involved in constructing the business plan for Primer, and

13 14

participated in early fundraising discussions with investors. investors. For example, on September 7, 2014,

15 Mr. Crawley sent me an email outlining certain steps he believed we should take in raising capital 14 16 for Primer and getting the operations set up, including certain “Immediate Action Items.” He

17 contemplated having the “company structurally set up and funded within next couple of weeks, 18 [...] and running by end of October.” He He suggested speaking to Artis [Ventures], a Quid investor 19

and board member. On September S eptember 11, 2014, Mr. Crawley shared a target list of potential investors

20 21 22

for Primer with me and Shivon Zilis, an investor at Bloomberg Beta who ultimately lead the Primer seed financing round.15 On September 28th, 2014, Mr. Crawley shared a financial model

16 23 he had put together for Primer with me. In the same email exchange, Mr. Crawley asked to

24 discuss the technology development “ 'sprints' (8 - 10 development cycles) and some key 25 development milestones over the 18 - 24 months” ahead of the pitch meeting with Mike Dauber 26 27

from Amplify referenced in the email. 14

See Ex. F See Ex. G 28 16 See Ex. H 15

09064-00001/10792867.1


26.

1

On October 4th, I shared a description of Primer compiled by Bloomberg Beta with

2 Neville for his review and thoughts.17 The description outlined the product vision and the key 3 4

technology we were looking to build, and referenced the team as myself and Mr. Crawley. Mr. Crawley responded to my email stating the description is “is really well articulated and

5 6

thoughtful.” 27.

7

In mid-October 2014, I received a call from Mr. Crawley informing me that he had

8 been offered the CEO position at Quid. We discussed the matter and concluded that it was in his 9 and Quid’s best interest for him to accept the position. I wished him success and offered to help 10 where needed. I subsequently informed Primer’s potential investors that Mr. Crawley would no 11 12

longer be a Co-Founder of Primer. I continued to discuss my plans for Primer with Mr. Crawley for the remainder of the transition period and afterwards. a fterwards. From 2015 to 2016, we met in person

13 14

frequently to discuss updates at our respective companies. co mpanies. He consistently offered advice and

15 suggestions and expressed no concerns about my activities with regards to Primer. 28.

16

In addition to the active involvement of Mr. Crawley, I discussed my plans to

17 found Primer with multiple Quid employees and one board member over the course of o f my 18 transition period. For example, on November 7, 2014, I emailed Mike Harden, a Quid board 19 20 21 22

member and investor, informing him that I had been b een working on “a new Artificial Intelligence company over the last 3 months”18 and inquiring whether he might be interested interested in participating in the seed financing round. On August 22, 2018, Mr. Harden emailed me my private gmail

19 23 account to introduce me to two potential investors for Primer.

29.

24

From October 2014 to January 2015, 201 5, I continued my efforts to set up Primer. P rimer. This

25 included incorporating the company on November 24th, 2014 and setting up accounts with Silicon 26 27

Valley Bank on December 15, 2014. None of this was done in the Quid office, in reliance on my 17

See Ex. I See Ex. J 28 19 See Ex. K 18

09064-00001/10792867.1


b y implying Primer was owned by 1 Quid email address, with the help of any Quid employees, or by 2 Quid. As discussed further further herein, the two emails from from Silicon Valley Bank referenced referenced in 3 4

Exhibits M and II to the Goodson Declaration show the recipient as [email protected] [email protected],, which is the personal email address I used to set up the Primer accounts with Silicon Valley Bank.

5 6 7

V.

Ongoing Access to and Use of Quid Email following departure

30.

As of November 1, 2014, I had 4 email active addresses: [email protected] [email protected],,

[email protected],, [email protected] [email protected],, and a private gmail account. 8 [email protected] 9

31.

The email address [email protected] is the email address listed on my

10 personal website www.seangourley.com and is set up with server-based forwarding with Fluid 11 12

Hosting, LLC, meaning that emails are automatically au tomatically forwarded to one or more specified email inboxes. For some time following my Termination Date, one of the forwarding emails specified

13 14 15

was still [email protected] [email protected].. 32.

As evidenced in exhibit F of the Goodson Declaration, I emailed Mr. Crawley on

16 January 15, 2015 (my Termination Date) requesting continued access to my Quid email account. 17 Mr. Crawley responded the same day da y requesting an in-person discussion (see exhibit F of the 18 Goodson Declaration and contrary to the description in Goodson Declaration ⁋27). Mr. Crawley 19

and I discussed the matter and concluded conclud ed that I would continue to have access to my email in order

20 21 22

to support several ongoing customer discussions I was involved with. My access was not terminated on or around January Janua ry 15, 2015 as a direct result of the permission I requested from Mr.

b een 23 Crawley. I was removed from internal email lists and groups, but retained my access as had been 24 discussed. 25 26 27

33.

Following the conclusion of my regular employment emplo yment under the Transition

Agreement (January 15, 2015), I continued to receive requests from various Quid employees, emplo yees, including requests for sales, marketing and customer support. This included emails from Mr.

28

09064-00001/10792867.1


Sale s). I also continued to introduce Quid to potential 1 Crawley (CEO), and Lowell Doppelt (VP of Sales). 2 customer relationships. 3 4

34.

Throughout 2015 and 2016, I kept in contact with Mr. Crawley and we met

frequently to discuss the progress at each of our respective companies. Mr. Crawley agreed orally orall y

5 6 7

that I would continue to receive a 10% commission payment for any introductions introdu ctions I made that resulted in signed contracts. In addition to a commission commission payment I received that was specifically

8 contemplated in the Transition Agreement (Barclays), I subsequently received an additional 9 commission payment in May 201620 that was not contemplated in the Termination Agreement. I 10 was also promised advisory shares in November 2015 for the help I provided following my 11 12

termination.21 On May 5, 2016, I was set up in Quid’s payment management system in order to electronically process my commission payments.22

13 35.

14

Over the next 18 months, I continued to communicate with multiple Quid

includin g receiving hundreds of emails ema ils from Quid 15 employees from my Quid email account, including 16 employees including Mr. Crawley (CEO), Mr. Goodson (then Chief Revenue Officer), Lena 17 Leson (HR/ Operations Manager), Lowell Doppelt (VP Sales and Service), Dan Houghton 18 (Principal Engagement Manager at the time, later VP Enterprise), Sarah Pilweski, Sara Lopez. By 19

virtue of both sending emails to and receiving emails from my Quid email account, these

20 21 22

employees, which included Mr. Crawley and Mr. Goodson, were aware of my continued access to the Quid email account. 36.

23

The majority of the correspondence with Quid employees em ployees was focused on customer

24 introductions I had made, or customer relationships I was actively involved in developing. For 25 example, in Summer 2014, I had introduced Quid to a customer opportunity with Barclays through 26 27

20

28

21

09064-00001/10792867.1

See: Ex. L See: Ex. M See Ex. N

22


1 my personal relationship with Michael Harte, then CTO of Barclays, whom I knew through a 2 fellow Rhodes Scholar, Stuart Munroe. By November 26, 2014, we had negotiated a $1.1 million 3 4

contract with Barclays. See Goodson Decl. Ex. W. The contract was structured in two parts, with half the payment due on signing, and the remaining payment subject to certain Quid deliverables.

5 6 7

After my termination date, the Quid and Barclays teams continued to keep me involved in the ongoing relationship to help ensure the completion of the deliverables and secure the second

23 8 payment. Similarly, on August 18, 2015, I introduced Mr. Doppelt (VP of Sales and Services at

9 Quid) to a potential customer at VISA. 24 On August 19, 2015 I was invited to participate in a 10 conference call with VISA and Mr. Doppelt. Mr. Doppelt introduced me as a co-founder and 11 12

advisor to Quid, and I ran through a product demonstration. Quid subsequently signed a contract with VISA and I was paid a commission in May 201625. Other examples include Scentre Group, N

13 14

Squared Collaborative, and AKQA, the latter two of which were referenced in Exhibit J and H in

15 the Goodson Declaration, respectively. However, omitted from those Exhibits were, in the case of 16 Exhibit J of the Goodson Declaration, the subsequent email I sent introducing N Squared 17 Collective to Mr. Doppelt at Quid on or around the following day (which I do not have access to 18 because it was sent through my Quid email account), and in the case of Exhibit H of the Goodson 19 20 21 22

Declaration, the fact that I did a demonstration d emonstration of the Quid product for AKQA in on o n June 24, 2016 and introduced Ben Jones to Dan Houghton (Quid VP Enterprise) on August 31, 2016.26 Other communication with Quid employees concerned getting help with compiling data for speaking

conv ersations 23 engagements and customer presentations where I presented the Quid product. These conversations 24

23

Per my Termination Agreement, I was owed 10% of the contract value. For a $1.1 million 25 contract, this should have been $110,000, but I only received $50,000. I forwarded the email with the contract to myself on 1/26/17 (as referenced in Goodson Decl. Ex. W) in order to have a record po tential fee dispute, not for the purpose of competing with Quid for 26 of the contract for any potential Barclays business. 27 24 See Ex. O 28

09064-00001/10792867.1

25

See Ex. L See Ex. P

26


m y Quid 1 were consistent with the use-case I had presented when requesting continued access to my 2 email account. 3

37.

4

In addition to introductions made through my [email protected] email address, I

made several introductions to Quid from my m y other email addresses or other means. For example,

5 on August 3, 2015, I introduced Mr. Crawley to Laura Sydell at NPR and proposed doing a Quid

6 7

political campaign platform story on NPR.27 This resulted in a published and broadcast story on

28 29 8 October 17, 2015. Other examples include a lead regarding PIMCO, an introduction to the

9 International Monetary Fund,30 Callaghan Innovation,31 InsightNG,32 Susan MacTavish Best,33 10 who was subsequently engaged to work on public relations for Quid. In short, I was continually 11

providing valuable introduction to senior management members at Quid long after my

12

Termination Date.

13 38.

14

In certain instances, I received inbound personal emails to [email protected]

[email protected],, as described above. These include the emails shown 15 that were autoforwarded to [email protected] Ex hibit I (email exchange 16 in Exhibits I, M, R, and II in the Goodson Declaration. With respect to Exhibit 17 with Max Gazor at Charles River Venture) and Exhibit R (email exchange with Adam Levinson 18 from Graticule Asset Management) in the Goodson Declaration, Exh ibits W and X attached hereto 19

shows the recipient address of the original emails in the chain as [email protected] [email protected].. With

20 21 22

respect to Exhibits M and II in the Goodson Declaration, the existing exhibits already demonstrate the original recipient as [email protected] [email protected],, which is the personal email address I used to set

23 up the Primer accounts with Silicon Valley Bank. 24 27

See: Ex. Q https://www.npr.org/sections/alltechconsidered/2016/10/17/498280965/pundits-vs-machinehttps://www.npr.org/sections/al ltechconsidered/2016/10/17/498280965/pundits-vs-machine26 who-did-better-at-predicting-campaign-controversies 29 See: Ex. R 30 See: Ex. S 27 31 See: Ex. T 32 See: Ex. U 28 33 See: Ex. V 25

09064-00001/10792867.1

28


1

39.

Quid to me was not just another former employer: emplo yer: Quid was a company I had

2 founded and spent five years building, that my public profile was closely associated with, and that 3 4

I maintained a significant financial interest in as a shareholder and optionholder. I wanted and still want Quid to succeed. I have made this desire apparent not only by providing valuable

5 6 7

introductions to Quid, but also by investing a substantial amount of money in Quid, most recently on February 19, 2019, to exercise my remaining remaining options. Further, Quid did not and does not

compan y Primer, and as such I has no hesitation introducing Quid to 8 compete with my new company 9 potential customers and relationships. 10 11 12

40.

Following Mr. Crawley’s termination in or around November November 2016, and the

appointment of Mr. Goodson as CEO, I no longer had any close relationship with the senior management team at Quid and ceased working with them on new customers to focus all my efforts

13 14 15

on building Primer. 41.

As described in the Kaderabek Declaration Declaration ⁋11, Quid introduced two-factor two-factor

16 authentication using Duo Security in 2016. I received a notification asking me to complete 17 enrollment onto the Duo platform, which I did. 18 19

42.

On October 19, 2018, I received a notification on my iPhone that it could no longer

connect to my [email protected] email account. I maintained access to all of o f my email accounts on

20 21 22

my iPhone, which automatically checks for new emails throughout the day. Since Quid and I had agreed to keep my email account open, I promptly emailed Mr. Goodson inquiring about the lack

con cern was principally several personal 23 of access (Exhibit HH of Goodson Declaration). My concern m y mother became terminally ill. 24 emails and photos stored in the account: during my time at Quid, my 25 This was during a critical time for the company, compan y, and I was not able to spend a significant amount 26 27

of time in New Zealand with my family. I was concerned that many man y of my last conversations with my mother were emails in my Quid account. When her health deteriorated, I flew to New Zealand

28

09064-00001/10792867.1


1 to be with her, but she passed away while I was in the air. I had not had the emotional strength to 2 revisit her emails in order to save them, but took too k comfort in knowing they were accessible to me 3

when I was ready in the future.

4

43.

Since I assumed Quid was likely undergoing a routine clean-up of their accounts,

5 6 7

and given that I had no further use for the email account, I told Mr. Goodson that if I could retrieve the personal items in the account, I would be happy to have the account deleted (Exhibit

8 HH to Goodson Declaration). 9 10 11 12

VI.

Founding of Primer

44.

The first close for Primer’s seed fundraising round was on January 22, 2015, a

week after my Termination Date. All of Primer’s investors in both the seed financing round as well as new investors added since were known to me independently of Quid, and to my

13 14

knowledge, are not Quid investors. My initial introductions to the institutional investor listed in

15 ⁋35 of the Goodson Declaration and Exhibits T and U thereof are described below. To my 16 recollection, all initial communications with investors, with the exception of Rob Arditi, were sent 17 from my [email protected] or personal gmail address. The email to Rob R ob Arditi referenced in 18 Exhibits L (and response in Exhibit P) of the Goodson Declaration was inadvertently sent from 19

[email protected],, presumably from my iPhone, which aggregated all of my email accounts. Rob [email protected]

20 21 22 23

Arditi has been a close friend of my m y girlfriend’s since 2006 and he was aware of o f my departure from Quid. To my knowledge, he has never spoken to anyone at Quid regarding an investment. 45.

Similarly, the email exchanges referenced in Exhibits N and O of the Goodson

24 Declaration were inadvertently sent from the wrong email accoun t, presumably from my iPhone. 25 26 27

46.

The email exchange in Exhibit AA of the Goodson Declarations seems to have

started when Mr. Dauber emailed me to my Quid email address by mistake. I responded from my iPhone, not noticing which email address ad dress this conversation was under. For known contacts,

28

09064-00001/10792867.1


1 iPhones typically show a first and last name in the “From” and “To” fields, rather than the specific 2 email address. The email address is often only onl y visible if you click on a specific name to open that 3

person’s contact information.

4

47.

After closing the seed financing, Primer sent employment emplo yment offer letters to

5 Emmanuel Yera dated January 28, 201534 and to Amy Heineike dated January 29, 201535, among

6

others.

7

48.

8

In addition to my ongoing conversations with Mr. Crawley, I discussed Primer with

9 Mr. Lho (Chairman of the Board of Quid) in the spring of 2015. Mr. Lho, Mr. Mr. Crawley and I met 10 at The Battery club in San Sa n Francisco and we discussed Primer, among other topics. Mr. Lho asked 11

if there was an opportunity opportunity to invest in Primer. I declined. On July 21, 2015, Mr. Lho e-mailed

12

me, asking about Primer and I provided him with a very brief update on the company.36

13 49.

14

On December 9, 2015, Mr. Goodson sent me a text message stating that it had been

p rogress with Primer”37 and suggesting we catch up that evening, which 15 “Great to hear of all the progress 16 we did. 17

50.

To my knowledge, the first public mention of Primer was on September 16, 2015 in

18 a press release by Anadarko Petroleum Corporation announcing my appointment to the Board of 19

Directors.38 The release described me as “the founder and CEO of Primer, an early-stage, early-stage, venture-

20 21

backed company building software to power artificial intelligence applications.” 51.

22

On October 24, 2017, Primer publicly launched, which included the publication of

23 our website as well as extensive media coverage describing the Primer technology, use cases, and 24 customers. Since then, we have frequently posted updates and in-depth analysis of our technology 25 34

See Ex. Y See Ex. Z 36 See Ex. AA 27 37 See Ex. BB 38 http://investors.anadarko.com/2015-09-16-Anadarko-Announces-New-Board-Member-and28 Promotion-of-Amanda-McMillian 26

09064-00001/10792867.1

35


https://primer.ai/blog.. For example, on August August 3, 2018, we published a 1 on our website at https://primer.ai/blog 2 technical blog post outlining our technology technolog y to automatically generate Wikipedia-style articles.39 3

VII.

4

Explanation of Primer Product and Differences to what Quid does

52.

Primer’s products differ fundamentally from Quid’s. The core of Quid’s product is

5 6 7

a network based data visualization and exploration tool. In a March 2019 Press release40, Quid describes itself as “a startup that helps organizations analyze analyze and visualize large volumes of

8 written content….Quid uses artificial intelligence and powerful visual mapping to extract 9 meaning from unstructured text-based data at scale.” A demonstration of the Quid product at 10 TEDx Venice Beach in October 2017 can be seen at 11

https://www.youtube.com/watch?v=71c69dUFI7o.. https://www.youtube.com/watch?v=71c69dUFI7o

12

53.

In addition to the its visualization software, Quid also provides consulting services

13 14

to its customers in which Quid analysts help interpret these visualization into insights and provide

15 human-written or human-edited reports. 54.

16

A sample use case and output of the Quid product shown on the Quid website is

17 included below41: 18 19 20 21 22 23 24 25 26 27

39

https://primer.ai/blog/quicksilver/ https://quid.com/feed/quid-announces-partnership-with-japans-itochu-techno-solutions-corporation 28 41 https://quid.com/quid-in-action -18DECLARATION OF SEAN GOURLEY ISO OPPOSITION TO QUID’S EX APPLICATION FOR PRELIMINARY 09064-00001/10792867.1 INJUNCTION AND RESPONSE TO ORDER TO SHOW CAUSE 40

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

09064-00001/10792867.1


1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

09064-00001/10792867.1


1 2 3 4 5 6 7 8 9 10 11

55.

Primer, on the other hand, focuses on text generation technologies using deep

neural networks. To date, Primer has developed three core products for a variety of use cases and

12 13 14

end markets: Quicksilver, FiDi and Global. 56.

Quicksilver is Primer's language generation product that is used to generate human

15 readable text for analysts and consumers. The technology that powers Quicksilver is based on 16 several innovations in natural language processing (NLP) that have emerged over the past 3 years. 17 The most important of these are pre-trained universal language langua ge models and multi-task machine 18

learning, which is widely described as a revolution that is underway in artificial intelligence.

19 57.

Quicksilver uses a universal language model pre-trained on o n millions of English-

20 21

language books and Wikipedia articles, converting text into a large numerical vectors a fter

22 preprocessing it into subword units, an innovation that only emerged in 2016. Primer's text 23 generation model-building initially used an LSTM (long short-term memory) recu rrent neural 24 network architecture, this is described in our public blog b log (https://primer.ai/blog/TLDR/). (https://primer.ai/blog/TLDR/). Now, 25

with advancements in our technology, our models use the transformer neural architecture.

26 27 28

09064-00001/10792867.1


58.

1

There are three different use cases for Quicksilver:

2 (A) Text generation of profiles for people 3

Quicksilver has been trained on the text collected from approximately one million wikipedia pages p ages

4

for notable people. It uses this text to learn how to write a biography of o f a person, including a

5 description of them, their affiliations, awards and key moments in their life. Quicksilver can be

6

given a large data set of text-based information and automatically generate a human readable

7

8 biography that reads like a Wikipedia page - without human input or editing. As new information 9 becomes available Quicksilver is able to decide whether to use this information to automatically 10 update the text describing the person. Below is an example how how a front page tracking various 11 12

individuals would look like, followed by an example of a the computer generated summary biography for a scientist.

13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

09064-00001/10792867.1


1 2 3 4 5 6 7 8 9 10 (B) Headline Text Generation. 11 Quicksilver has been trained on a corpus of more than ten million body text and headline pairs 12 13

from news media and financial specific text. It takes these body text and headline h eadline pairs and learns how to write a headline or o r a short one sentence description de scription of the text. This technology is used b y

14 15 16

analysts and consumers who want a quick summary of a longer document. This component of Quicksilver is typically accessed through an API, AP I, but an unformatted sample output is shown

17 below. In this example, the body text of a news article is input into Quicksilver (column B), and 18 Quicksilver generates and outputs a suggested headline h eadline (column D). For comparison, the actual 19 headline is shown in column C. 20 21 22 23 24 25 26 27 28

09064-00001/10792867.1


1 (C) Long Document Summarization 2 Quicksilver is able to generate original text to quickly summarize a much longer document. This is 3 4

used by analysts across industries who do not want to read a long document but instead want a bullet point summary of the key details. The text generated by Quicksilver can be customized in

5 length to the users needs from very short to much longer outputs. Quicksilver can also be trained

6

for a specific industry vertical e.g. finance, to focus foc us its writing on more on finance specific sp ecific

7

8 information. Below is an example of the output generated by the software when inputting the 9 Batman movie script: 10 11 12 13 14 15 16 59.

17

Primer’s second product, FiDi, is an e-discovery e-discovery software solution for use by

18 intelligence agencies and legal teams. FiDi allows anal ysts to quickly build and train machine 19 learning classifiers to identify the most interesting documents from a collection o f devices. It can 20

process a range of file types including emails, images, text messages, chat logs, spreadsheets,

21

videos and sound files. It uses machine learning to provide structure to the data so that analysts

22 23 24

can search on objects within an image, or for mentions of specific types of organizations with a sound file. It allows analysts to work in teams to collaborate co llaborate on the tagging and training process proc ess

anal ysts for each specific task. Through the use of 25 and allows managers to provision teams of analysts 26 active learning algorithms, FiDi enables users to train models up to 50x faster than traditional 27 methods, and once models are created they can be reused again as starting points to speed things 28

09064-00001/10792867.1

up even further. FiDi works in English and Arabic. Below is an image of a marketing document -24DECLARATION OF SEAN GOURLEY ISO OPPOSITION TO QUID’S EX APPLICATION FOR PRELIMINARY INJUNCTION AND RESPONSE TO ORDER TO SHOW CAUSE

ex ample. 1 outlining the special forces use case, for example. 2 3 4 5 6 7 8 9 10 11 12 13 14 15

60.

Finally, Primer’s product Global is software that generates computer written text to

16 automate daily intelligence analyst briefings. Using the software, analysts are able to spe cify 17 18

which data sources they want to include, and the type of o f information that they want the software to generate in the text. Global outputs a one to two page computer written text document

19 20 21

summarizing all the key information in fully formed sentences, thereb y greatly reducing the time analysts need to understand the key information that is unfolding around the world. The Th e software

22 is able to be is used to process multiple different source document types, from short tex t snippets 23 through to longer transcriptions. Global is also able to combine together sources written in 24 multiple different languages including English, Russian and Chinese into a single English 25

language output.

26 61.

In short, the Primer and Quid products function very v ery differently and solve very

27 28

09064-00001/10792867.1

different use cases. To my knowledge, Primer P rimer and Quid have never competed for the same -25DECLARATION OF SEAN GOURLEY ISO OPPOSITION TO QUID’S EX APPLICATION FOR PRELIMINARY INJUNCTION AND RESPONSE TO ORDER TO SHOW CAUSE

v endors 1 customer opportunity, and in at least two case (Walmart and Itochu) both companies are vendors 2 to the same customers, solving different problems for those customers. There are a broad set of use 3 4

cases for “analysts (and their managers) within the financial, intelligence intelligence and business sectors” (Goodson Declaration ⁋32).

5 6

VIII.Trade Secret Allegations / Independent Development

62.

7

I understand that Quid has alleged that Primer utilized utilized its trade secrets. I have

p arty confidential information, including from 8 always sought to build Primer without any third party 9 Quid. 10 11 12

63.

The employment offers I provided to all employees, emplo yees, included a Proprietary

Information and Inventions Agreement that required the signatory to represent that they have “not retained anything containing any confidential information of a prior employer or other third party,

13 14

whether or not created by [them].”42 I have always always expected these agreements to be abided by, as

15 again, I do not want any Quid or other third party intellectual property in Primer’s product or code. 64.

16

Consistent with that, to the best of my knowledge, knowled ge, I have not looked at or used any

17 Quid proprietary information since leaving Quid. I am also not aware of any proprietary 18 information from Quid ever being used to develop Primer products. 19

65.

I understand Dr. Yera may have looked look ed at a Quid file during his early e arly work for

20 21 22

Primer in early 2015. I was not aware of Emmanuel Yera retaining any information from Quid or looked at anything from Quid in developing anything at Primer before this this lawsuit. I understand

an y 23 Dr. Yera no longer has this material in his possession and Primer’s code does not include any information from Quid’s code base. base. 24 proprietary information 25 26

66.

I am not an attorney, but at a general level understand a trade secret must

information that is kept secret, has economic value valu e and is not generally known to those in the

27 28

09064-00001/10792867.1

42

See Ex. Y and Ex. Z


1 relevant industry. 2 3 4

67.

In that context, I am uncertain unce rtain what Quid trade secrets could be at issue in this

litigation. Quid’s technology broadly falls into the category of network visualization of text-based datasets. Over the past several years, years, there has been an acceleration in the pace of academic

5 6 7

research in this area, with entire wide fields of researchers ex ploring methods to structure information from text and provide provide ways to interface with it. There has concurrently been fast

d evelopers to build on, with cloud platforms, open source 8 innovation in the tools available for developers 9 software and commoditized APIs that make it easier and easier to build a software stack that can 10 fetch and handle the data, and then apply known methods to it. 11 12

68.

As discussed, the central idea of Quid’s product is a technology to allow the visual

analysis and exploration of a large text-based dataset. The general process is: (a) a document do cument set is

13 14

chosen, (b) the similarity relationships between documents in the set are computed and highly highl y

15 similar pairs are identified, and (c) a network visualization of the documents is presented with 16 different interactions supported to let users find insights. This process and the methods to 17 implement this are generally known and not unique to Quid, so I do not believe they could be be 18 trade secret. For example, there are at least three different open source platforms that offer much 19

of the functions and features of Quid including includin g community detection, network analysis, search,

20 21 22

filter, zoom and clicking on nodes: Openmappr (https://www.openmappr.org/) (https://www.openmappr.org/),, Gephi (https://gephi.org), (https://gephi.org), and Cytoscape (https://cytoscape.org/ https://cytoscape.org/)). As open source software packages, all

23 major components of these platforms can be freely downloaded. Examples of Oppenmappr and 24 Gephi are shown below: 25 A) Openmappr 26 27 28

09064-00001/10792867.1


1 2 3 4 5 6 7 8 9 10 11 12 B) Gephi 13 14 15 16 17 18 19 20 21 22 23 69.

24

More specifically, I explained in a 2011 article in the Harvard Business Review43

25 how Quid’s network generation algorithms worked. The figure below from this article presents an 26 easy to understand infographic with the different steps used to produce the network graphs from a 27 28

09064-00001/10792867.1

set of text documents. It specifically lays out the key steps used by Quid for their analysis. Each of 43

See Ex. A


1 these steps has been the subject of significant scientific research and open source software 2 development. 3 4 5 6 7 8 9 10 11 12 13 14 15 70.

16

As outlined in the Harvard Business Review article, one of the key steps in Quid’s Quid’s

network generation involves computing the similarity of documents, which is implemented as part

17

44 45 18 of open source python packages in both gensim and sklearn. These packages contain very

19 detailed step-by-step tutorials explaining how to build topic models and compute similarity. The 20 scientific research into this area has focussed on the performance of different methods for 21

comparing documents including LSA and LDA techniques. Implementing these kinds of scientific

22 papers has been a job interview test for new machine learning engineers at Primer. 23 71.

24

Another step involves generating the network of resulting documents. There is a

25 wide body of literature as well as open source tools that help build and work with networks. For 26 example, networkx is a widely used python library. In their introductory tutorials, networkx 27 28

09064-00001/10792867.1

44 45

https://radimrehurek.com/gensim/index.html https://scikit-learn.org


1 provides two ways to build a network, firstly by building up the network one node or edge at a 2 time,46 or alternatively by directly passing an entire matrix in to the graph class in one step.47 This 3 4

method could be used with wi th the output of the matrix similarity method from the genism tutorial above.

5 72.

6 7

Once the network is created, the next step is to determine the community structures

that are present within the network, a process p rocess known as community detection. The results of this

8 process have been demonstrated publicly by Quid in software demonstrations and marketing 9 materials on many occasions. In 2016, Yang et al published a review paper in Nature in which 10 they performed a detailed comparative analysis anal ysis of the most popular community detection 11 12

algorithms and found that the “multi“multi-level” algorithm, commonly known as the “Louvain method,” performed best overall.48

13 73.

14

Once the communities have been detected, they can be labelled by using a set of

do cuments in this community. This is a well developed develop ed area 15 common words that appear within the documents 16 of research with one of the most popular methods being differential cluster labeling, but there are 17 many others including the method outlined by Williams et al, 49 where the authors used a variant 18 on keyword frequency to produce the community names. An example of the labels generated by 19

this method can be seen in the Openmappr example above.

20 74.

21 22

Similarly, event detection from news and social media documents is also an active

area of both research and open source software development. Examples of key scientific papers

23 include those from researchers at companies such as Tencent, PARC, HP and Reuters. There are a 24 range of different methods employed by these researchers, including using topic models that vary 25 26 27

46

https://networkx.github.io/documentation/networkx-1.10/reference/introduction.html https://networkx.github.io/documentation/networkx-1.10/reference/convert.html 48 https://www.nature.com/articles/srep30750#f1 28 49 https://www.tandfonline.com/doi/full/10.1080/10400419.2016.1230358 -30DECLARATION OF SEAN GOURLEY ISO OPPOSITION TO QUID’S EX APPLICATION FOR PRELIMINARY 09064-00001/10792867.1 INJUNCTION AND RESPONSE TO ORDER TO SHOW CAUSE 47

researchers at Microsoft 1 over time. The paper “Detecting and characterizing events”50 from researchers 2 outlines a method that defines “Significant events” as “characterized by interactions between 3 4

entities (such as countries, organizations, or individuals) that deviate from typical interaction patterns.”

5 75.

6 7

Other popular approaches to event detection include using the time taken between

the arrival of two documents in a data stream to act as a down-weighting d own-weighting function on the similarity

Th ere are different down-weighting functions that can be used. 8 score between the two documents. There 9 In the paper “A system for new event ev ent detection,” researchers at PARC outline two different time 10 decay models (exponential and linear decay models) that are used to infer the existence of an event 11 12

within a text- based data stream. In the paper “Automatic Summarization of Events from Social Media,”51 researchers from HP found that a gaussian decay model outperformed the exponential expon ential

13 14

time decay models previously studied. Experimental evidence from Dezso et al52 shows that

power-law decay function, whereby “access to most 15 attention on news articles actually follows a power-law 16 news items significantly decays after 36 hours of posting”. 17

76.

Finally, researchers at Tencent proposed a solution to the “need to accurately and

18 quickly extract distinguishable events from massive streams of long text d ocuments that cover 19

diverse topics and contain highly redundant information.”53 Their “story forest” algorithm is

20 21 22

“specifically tailored for fast processing of massive amounts of breaking news data” which makes use of “a two-layer two-layer graph-based document clustering algorithm to extract fine-grained fine-grained events[...].” 77.

23

As early as 2011, Quid publicly disclosed that its software was able to do event

24 25

50 51

http://dirichlet.net/pdf/chaney16detecting.pdf

26 https://pdfs.semanticscholar.org/7c02/6696b00c5c403e3e214051268c0d872ece89.pdf?_ga=2.111727175.2115173386 .1554334360-1707688106.1554334360

27

52

https://pdfs.semanticscholar.org/c473/95b74169bd943300a14240fae21a9490ca6b.pdf?_ga=2.193144557.1705068732 28 .1554486097-1486029253.1554486097 53 https://sites.ualberta.ca/~dniu/Homepage/Publications_files/bliu-CIKM17.pdf -31DECLARATION OF SEAN GOURLEY ISO OPPOSITION TO QUID’S EX APPLICATION FOR PRELIMINARY 09064-00001/10792867.1 INJUNCTION AND RESPONSE TO ORDER TO SHOW CAUSE

sev eral relevant network parameters it was using.54 1 detection and has publicly shared several 2 3

IX. Responses to Specific Quid Allegations from Papers and Correction of Record

4

78.

In reference to Complaint ⁋12: As discussed herein, I did not “intentionally” use

5 my Quid email account nor did I solicit investment from Mr. Levinson. Mr. Levinson emailed me

6

at [email protected] (which was autoforwarded to my Quid email) to invite me to speak at

7

had seen me speak at a Credit Suisse conference in June 2014. Mr. 8 his team’s offsite, as he had 9 Levinson, not I, raised the question about abo ut an investment in Primer, which I did not engage with as 10 Primer was not fundraising at this time. Due to scheduling schedu ling conflicts, I never met Mr. Levinson in 11

the end.

12

79.

In reference to Complaint ⁋13: The Complaint asserts that I had “no ongoing

13 relationship with Quid” at the time. As described herein, I was still actively involved in several

14

15 customer conversations in collaboration with Quid for which Quid offered me advisory shares and 16 paid me commissions as late as May 2016. Additionally, the Complaint misquotes the email in 17 question (Exhibit X in Goodson Declaration) as me saying I was going to “build out the [Quid] 18 core technology.” The actual quote is: “This is giving me space to go and tackle some of the more 19

complex artificial intelligence intelligence problems that I have had on my mind - but didn’t make sense to

20 21

solve within Quid . So I’ve raised a seed $3.5M and spun up a small team of 5 developers to build

22

out the core technology….” . referring to the core technology of the new company, not Quid’s

23 technology. 80.

24

In reference to Complaint ⁋17: As described herein, Quid’s and Primer’s products

25 address entirely dif ferent ferent use cases and are far from “identical” or even similar. 26

81.

In reference to Complaint ⁋55: As described herein, my continued access to my

27 28

09064-00001/10792867.1

54

https://www.youtube.com/watch?v=aEq-HDKKJWY


1 Quid account was agreed with Mr. Crawley (CEO) and multiple Quid employees including knew 2 of my continued access to my Quid account and frequently interacted with me through the Quid 3

email address. Additionally, I referred numerous potential clients to Quid, including many of those

4

alleged to have been misappropriated.

5 82.

6

In reference to Complaint ⁋57 and Goodson Goo dson Declaration ⁋31: I specifically

negotiated language into my Transition Agreement that contemplated my ability to seek other

7

8 employment during my transition period, including founding a new company. There was no 9 submission to the Primer code base until after my Termination Date. I conducted all of these 10 activities separate and away from Quid, apart from a small number of emails inadvertently sent to 11

or sent from my Quid email.

12

83.

In reference to Complaint ⁋59 and Goodson Goo dson Declaration⁋34: Amy Heineike was

13 terminated by Quid in late August 2014 and joined Primer on January 28, 2015. Emmanuel Yera

14

15 gave notice of his departure to Quid on or around January 6, 2014 and left on or around January 16 17, 2015 and joined Primer on January 29, 2015. Stephanie Kohl left Quid in March 2014 (five 17 months before I was notified of my termination), and did not join Primer until March 2017. 18

84.

19

In reference to Complaint ⁋41 and Goodson Goo dson Declaration ⁋35: All of Primer’s

investors in both the seed financing round as well as new investors added since were known to me

20 independently of Quid, and to my knowledge, are not Quid investors. To my best recollection, my

21

introduction to the institutional investors listed were as follows:

22

55 23 Lux Capital: I met Josh Wolfe in August of 2010 through a fellow Rhodes Scholar Lev Sviridov.

24 Bloomberg Beta: I met Shivon Zilis through our mutual friend Joseph Turian in late 2012. 25 Amplify: I met Mike Dauber at the GigaOm conference in March 2012 where I was speaking. 26

DCVC : I met Matt Ocko at a data meetup and have been an equity partner in DVCV since 2012.

27 28

09064-00001/10792867.1

55

See: Ex. CC


1 Avalon: David Beyer at Amplify introduced me to Rich Levandov on November 5, 2014.56 2 Crosslink : Shivon Zilis introduced me to Omar El-Ayat in on October 19, 2014.57 3

AME Cloud Venture: Jeremy Schneider introduced me to Nick Adams on Nov 17 2014.58

4

85.

In reference to Complaint ⁋69 and Goodson Declaration⁋51: I first first asked Mr.

5 6 7

Goodson for information regarding Quid in September 14, 2018,59 months before Mr. Goodson claims in his declaration. 86.

8

In reference to Goodson Declaration Declaration ⁋40: I did not keep my efforts hidden from

9 Quid. As described herein, the Quid CEO was intimately familiar with the Primer business plan 10 from the very beginning, and met with me throughout 2015 and 2016. Several Quid board 11

members were aware of Primer, and I discussed Primer with several Quid employees.

12

87.

As discussed earlier, Exhibits H and J in the Goodson Declarations did not include

13 14

the full email thread or full set of fact, since I did in fact introduce Quid to these counterparties coun terparties (N

15 Square Collaborative and AKQA). 88.

16

From my understanding, the email in Exhibit Ex hibit K in the Goodson Declaration was a

17 recruiting email. I had previously interviewed at Bridgewater in 2012, and the email discussed 18 setting up a call with the head of the Bridgewater recruiting department. 19

89.

In Exhibits R and X of the Goodson Declaration, I used imprecise language (“spin(“spin-

20 21 22

out”) to describe setting up a new company. My intention was not to imply an affiliation other than my past experience with Quid, Qu id, as my further interactions with each investor and customer

misimpression that Primer is affiliated with or 23 have made clear. None have ever been under the misimpression 24 part of Quid. 25

90.

Exhibit S in the Goodson Declaration not an investor inquiry, but rather an

26 27 28

09064-00001/10792867.1

56

See: Ex. DD See: Ex. EE 58 See: Ex. FF 59 See: Ex. GG 57


4. Gourley Declaration

Recommend Documents