Downhole Tech. v. Silver Creek - Complaint

Case 4:16-cv-00823-A Document 1 Filed 09/02/16
Page 1 of 20 PageID 1
UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF TEXAS
FORT WORTH DIVISION
DOWNHOLE TECHNOLOGY LLC,

Plaintiff,
Case No. 4:16-cv-823
v.
Jury Trial Demanded
SILVER CREEK SERVICES INC.,
COMPLAINT
STORMFIELD INNOVATIVE
TECHNOLOGIES, LLC,
MICHAEL DIDIER,
an individual,
DILLON W. KUEHL,
an individual, and
CHARLES M. WILLIAMS,
an individual,
Defendants.
Plaintiff Downhole Technology LLC (Downhole), by and through its undersigned

counsel, brings this action for patent infringement, misappropriation of trade secrets, and related
causes of action against Silver Creek Services Inc., StormField Innovative Technologies, LLC,
Michael Didier, Dillon W. Kuehl, and Charles M. Williams (collectively, Defendants), and
alleges as follows:
PARTIES
1.
Downhole is a Texas limited liability company with principal place of business at
7123 Breen Drive, Houston, Texas 77086. Downhole was formerly known as National Boss
Hog Energy Services LLC and changed its name to Downhole Technology LLC in September
2013.
2.
Silver Creek Services Inc. (Silver Creek) is a Texas corporation with principal
place of business at 1013 Halsell Street, Bridgeport, Texas 76426. Silver Creek may be served
with process through its registered agent, Michael Didier, located at 7510 Log View Drive,
Houston, Texas 77040, and among other places as the law allows.
3.
StormField Innovative Technologies, LLC (StormField) is a Texas limited
liability company with, on information and belief, a principal place of business at 141 Industrial
Drive, Suite 201, Boerne, Texas 78006. StormField may be served with process at 19307 Terra
Mont, San Antonio, Texas 78255, and among other places as the law allows.
4.
Michael Didier (Didier) is an individual. Didier is a Director of Silver Creek
and, on information and belief, a resident of Texas. Didier may be served with process at 7510
Log View Drive, Houston, Texas 77040, and among other places as the law allows.
5.
Dillon W. Kuehl (Kuehl) is an individual. On information and belief, Kuehl is
a resident of Texas, a former Senior Vice President of Silver Creek, and the current President of
Bio Stacked Enviromental, Inc. Kuehl may be served with process at 1451 W US 380 Business
Suite 2B, Box 2, Decatur, Texas 76234, or at 111 Firefly, Bandera, Texas 78003, and among
other places as the law allows.
6.
Charles M. Williams (Williams) is an individual. On information and belief,
Williams is a resident of Pennsylvania and is currently the Chief Executive Officer of Silver
Creek Services. Williams may be served with process at 7510 Log View Drive, Houston, Texas
77040, and among other places as the law allows.
NATURE OF THE ACTION

A. Background Hydraulic Fracturing and Frac Plugs
7.
Founded in 2010, Downhole is a company based in Houston, Texas that designs,
manufactures, and deploys frac plugs used in the hydraulic fracturing (fracking) industry. Frac
plugs are used in the fracking industry to facilitate extraction of hydrocarbons from a well.
8.
An oil or gas well includes a wellbore that extends into a subterranean formation
at depth below a surface (such as the earths surface), and is usually lined with a casing, referred
to as a tubular, to add strength to the well and prevent the well from collapsing on itself.
9.
Some commercially viable hydrocarbon sources are found in tight reservoirs,
meaning that the target hydrocarbon product may not be easily extracted. The surrounding
formation (e.g., shale) to these reservoirs typically has low permeability, and it is uneconomical
to extract the hydrocarbons (i.e., gas, oil, etc.) in commercial quantities from this formation
without the use of drilling accompanied with fracking operations.
10.
Fracking is common in the oil and gas industry and may include use of a frac plug
set in the wellbore below or beyond the respective target zone, followed by pumping or injecting
high pressure frac fluid into the zone. The frac operation results in fractures or cracks in the
formation that allow hydrocarbons to be more readily extracted and produced by an operator, and
may be repeated as desired or necessary until all target zones are fractured.
11.
A frac plug serves to isolate the target zone of a wellbore during a frac operation.
Typically constructed of durable metals, frac plugs include a sealing element of compressible
material that can be expanded radially outward to engage the tubular and seal off a portion of the
wellbore to allow an operator to control the passage or flow of fluids. For example, by forming a
pressure seal in the wellbore and/or with the tubular, the frac plug allows pressurized fluids or
solids to treat the target zone or isolated portion of the formation.
B. Downholes Frac Plug Technology
12.
Committed to the highest quality product, Downhole performs all frac plug
manufacturing at its climate-controlled plant in Houston, Texas, and markets and sells its
industry-leading frac plugs under the BOSS HOG name:
13.
Downholes BOSS HOG frac plugs include composite material to avoid
breakage and presets, and it features carbide-free and ceramic-free steel buttons that hold firm to
prevent casing damage and are easily drilled out.
4
14.
Downholes customers have used more than 35,000 of the companys frac plugs
in hydrocarbon wells throughout North America. Due to the unique features of the BOSS
HOG frac plugs, customers can run those plugs down wells at higher speeds than the
competitions plugs, drill out those BOSS HOG frac plugs in less time than the competitions
plugs, and also use significantly less water volume during pumpdown, all of which can result in
savings of up to several hundred thousand dollars per well.
C. The Relationship Between Downhole and Defendants Kuehl, Didier, and Williams
15.
Kuehl was an employee of Downhole beginning on or about March 18, 2013 and
ending on or about March 31, 2014. During his employment with Downhole, Kuehls title was
Field Service Technician.
16.
Just prior to beginning his employment with Downhole, on March 7, 2013, Kuehl
signed a Proprietary Information and Intellectual Property Assignment Agreement (Exhibit A,

the Kuehl NDA). The Kuehl NDA provides, inter alia, that Kuehl
agree[s] at all times during the term of the Relationship and
thereafter, to hold in strictest confidence, and not to use, except for
the benefit of the Company, or to disclose to any person, firm or
corporation without written authorization . . . any Proprietary
Information of the Company that I obtain or create. . . . I further
agree not to make copies of such Proprietary Information except as
authorized by the Company. I understand that Proprietary
Information means any Company proprietary information,
technical data, trade secrets or know-how, including, but not
limited to, research, product plans, products, services, service
providers, licensees, customer lists and customers (including, but
not limited to, customers of the Company on whom I called or with
whom I became acquainted during the Relationship}, prices and
costs, markets, software, developments, inventions, processes,
technology,
designs,
drawings,
engineering,
hardware
configuration, marketing, licenses, finances, budgets or other
business information disclosed to me by the Company either
directly or indirectly in writing, orally or by drawings or
observation of parts or equipment or created by me during the
period of the Relationship, whether or not during working hours.
(Kuehl NDA, 2).

17.
During his employment with Downhole, and around October 2013 through about
December 2013, Kuehl oversaw installation (or, running of) the Downhole frac plugs for two
customers, FTS International Services, LLC (FTSI) and Rice Energy, at a site for those
customers in the Marcellus Shale region (the FTSI/Rice Site).
18.
Prior to beginning work at the FTSI/Rice Site, FTSI and Downhole signed a
Master Purchase Agreement for Products and/or Services (Exhibit B, the FTSI Agreement).
The FTSI Agreement includes a Confidentiality provision which states:
Nondisclosure. To the fullest extent permitted by Applicable Law,
each Party (i) shall treat all non-public information, regardless of
form or format, obtained from or supplied by the other Party in
connection with this Agreement, the Products and/or the Services
as confidential and proprietary information (Confidential
Information) of the disclosing Party; (ii) shall not convey,
transmit, disclose, and/or otherwise provide the Confidential
Information to third parties (nor make any public announcement or
publicity releases concerning or containing the Confidential
Information); and (iii) shall not use the Confidential Information in
any manner, except in connection herewith. The Confidential
Information may be disclosed by the receiving Party to its
employees, agents, representatives, consultants, and contractors to
the extent necessary for this Agreement, the Products, and/or the
Services, provided that any such disclosure shall not be made
without first obtaining any such person's written acknowledgement
and agreement to be bound by an obligation of confidence and
non-disclosure at least as strict as that set forth in this section, and
the receiving Party shall remain primarily liable for any
unauthorized disclosure by any such person.
(FTSI Agreement, 12).
19.
On information and belief, Kuehl and Didier were personal friends before Kuehl
began overseeing installation of the Downhole frac plugs for FTSI and Rice Energy at the
FTSI/Rice Site. Also on information and belief, Didier was a consultant for Rice Energy at the
time Kuehl oversaw installation of Downholes frac plugs at the FTSI/Rice Site.
20.
On information and belief, Williams was an Operations Manager for FTSI during
the time that Kuehl oversaw installation of Downholes frac plugs at the FTSI/Rice Site.
Williams was bound by the FTSI Agreement.
21.
On information and belief, Williams learned detailed information about the
Downhole frac plugs through Kuehl at the FTSI/Rice Site.

22.
On information and belief, in 2013 Didier, Kuehl, and Williams formed Silver
Creek.
C. Defendant Silver Creek and StormField
23.
On or about October 2014, Downhole became aware that Defendant Silver Creek
was selling frac plugs nearly identical to the Downhole frac plug. On information and belief, the
Silver Creek plug includes a composite mandrel with upper shear threads and a set of lower
threads. According to its website, Silver Creek markets its frac plug as ZIP Plugs:
(http://scsfirst.com/services/#fracplugs).
24.
According to a press release dated July 9, 2015 on the StormField website,
StormField partners with Silver Creek, and Silver Creek serves as distributor of our groundbreaking ZIP plugs in both the Marcellus & Utica shale plays. (Exhibit C).
25.
None of the Defendants could have designed, developed, marketed, or sold the
ZIP plug without improperly misappropriating and utilizing confidential and trade secret
information belonging to Downhole. Downholes many years dedicated to development of its
BOSS HOG frac plug technology is confirmed by the issuance of the patents-in-suit, as set
forth below.
JURISDICTION AND VENUE
26.
This is an action for patent infringement arising under the patent laws of the
United States, 35 U.S.C. 1, et seq., including 35 U.S.C. 271. This Court has original and
exclusive subject matter jurisdiction over the patent infringement and unfair competition claims
for relief under 28 U.S.C. 1331, 1338(a), 1338(b).
27.
Downhole also asserts related causes of action, which are so related to claims of
patent infringement and unfair competition over which this Court has such original jurisdiction
that all claims form part of the same case or controversy, and over which the Court has
supplemental jurisdiction under 28 U.S.C. 1367.
28.
Venue is proper in this Court under 28 U.S.C. 1391 as well as 28 U.S.C.
1400(b).
29.
Personal jurisdiction exists generally over the Defendants because the
Defendants contacts with this District are significant and pervasive. Defendant Silver Creek has
its principal place of business in this District. Defendant StormField transacts a significant
amount of business with Silver Creek in this District. Defendant Didier is a Director of Silver
Creek. On information and belief, Defendant Kuehl is a former Senior Vice President of Silver
Creek. On information and belief, Williams is currently the CEO of Silver Creek. This District
is a large and important market for the sale of Defendants products. Defendants have conducted
business continuously and systematically in the State of Texas and in this judicial district for
many years and, on information and belief, continue to conduct that business actively today,
which render them essentially at home in the forum and can support general jurisdiction.
30.
Joinder of Silver Creek and StormField for patent infringement in this action is
proper under 35 U.S.C. 299 because, among other reasons, Downhole asserts a right to relief
against Silver Creek and StormField with respect to or arising out of the same transaction,
occurrence, or series of transactions or occurrences relating to the making, using, offering for
sale, or selling of common accused products, including ZIP Plugs, and questions of fact
common to Silver Creek and StormField that will arise in this action.
THE PATENTS-IN-SUIT
31.
Downhole is the owner of the entire right, title, and interest in and to U.S. Patent
No. 8,955,605 (the 605 Patent), entitled Downhole Tool and Method of Use, which was
duly issued by the United States Patent and Trademark Office on February 17, 2015. A copy of
the 605 Patent is attached as Exhibit D.
32.
Downhole is the owner of the entire right, title, and interest in and to U.S. Patent
No. 9,010,411 (the 411 Patent), entitled Downhole Tool and Method of Use, which was
duly issued by the United States Patent and Trademark Office on April 21, 2015. A copy of the
411 Patent is attached as Exhibit E.
COUNT I
Infringement of U.S. Patent No. 8,955,605
(Against Silver Creek and StormField)
33.
Downhole incorporates by reference each of the foregoing paragraphs as though
fully set forth herein.

34.
Defendant Silver Creek and StormField have infringed and are currently
infringing, literally and/or under the doctrine of equivalents, the 605 Patent by, among other
9
things, making, using, selling, offering for sale, and/or importing within this judicial district and
elsewhere in the United States, without license or authority, products and/or processes that
infringe one or more claims of the 605 Patent.
35.
Based on information presently available to it, Downhole alleges that at least the
ZIP Plugs infringe or are covered by at least claim 25 of the 605 Patent. Downhole makes
this preliminary identification of infringing apparatuses without the benefit of discovery or claim
construction in this action, and expressly reserves the right to augment, supplement, and revise
its identifications based on additional information obtained though discovery or otherwise.
36.
Silver Creek and StormField also indirectly infringe the 605 Patent in violation
of 35 U.S.C. 271(b), (c).

37.
Silver Creek and StormField are aware of the 605 Patent at least from the date of
this Complaint.
38.
Silver Creek and StormField, either alone or together, induced and are inducing
infringement of the 605 Patent by, among other things, actively and knowingly aiding and
abetting others to directly make, use, offer for sale, sell, and/or import within this judicial district
and elsewhere in the United States, without license or authority, for example, the ZIP Plugs,
which fall within the scope of at least claim 25 of the 605 Patent. On information and belief
Silver Creek and StormField provide directions, instructions, and/or other materials that
encourage and facilitate infringing use by others, including to Rice Energy. Silver Creek and
StormField have sold and are selling at least the ZIP Plugs with the knowledge and intent that
customers, such as Rice Energy, who buy the product will commit infringement by using the
product, and, therefore, those customers have been and are directly infringing the 605 Patent.
10
39.
Silver Creek and StormField, either alone or together, have contributorily and are
currently contributorily infringing the 605 Patent, in violation of 35 U.S.C. 271(c), by, among
other things, selling, offering for sale, and/or importing into this judicial district and elsewhere in
the United States, without license or authority, products, for example, ZIP Plugs, or
components of that product which constitute a material part of the 605 Patent, knowing that
such products and/or components are especially made or especially adapted for use in the
infringement of the 605 Patent, including but not limited to claim 25, and not staple articles of
commerce suitable for substantial non-infringing use.
40.
The infringement by Silver Creek and/or StormField of the 605 Patent continues
to be willful and deliberate, and, therefore, Downhole is entitled to damages under 35 U.S.C.
284.
41.
As a direct and proximate result of the infringement of the 605 Patent by Silver
Creek and StormField, Downhole has suffered and will continue to suffer irreparable injury for
which there is no adequate remedy at law. Downhole also has been damaged and will continue
to be damaged and, until an injunction issues, will continue to be damaged in an amount yet to be
determined.
COUNT II
Infringement of U.S. Patent No. 9,010,411
(Against Defendants Silver Creek and StormField)
42.

43.
Defendant Silver Creek and StormField have infringed and are currently
infringing, literally and/or under the doctrine of equivalents, the 411 Patent by, among other
things, making, using, selling, offering for sale, and/or importing within this judicial district and
11
elsewhere in the United States, without license or authority, products and/or processes that
infringe one or more claims of the 411 Patent.
44.
Based on information presently available to it, Downhole alleges that at least the
ZIP Plugs infringe or are covered by at least claim 1 of the 411 Patent. Downhole makes this
preliminary identification of infringing apparatuses without the benefit of discovery or claim
construction in this action, and expressly reserves the right to augment, supplement, and revise
its identifications based on additional information obtained though discovery or otherwise.
45.
Silver Creek and StormField also indirectly infringe the 411 Patent in violation
of 35 U.S.C. 271(b), (c).

46.
Silver Creek and StormField are aware of the 411 Patent at least from the date of
this Complaint.
47.
Silver Creek and StormField, either alone or together, induced and are inducing
infringement of the 411 Patent by, among other things, actively and knowingly aiding and
abetting others to directly make, use, offer for sale, sell, and/or import within this judicial district
and elsewhere in the United States, without license or authority, for example, the ZIP Plugs,
which fall within the scope of at least claim 1 of the 411 Patent. On information and belief
Silver Creek and StormField provide directions, instructions, and/or other materials that
encourage and facilitate infringing use by others, including to Rice Energy. Silver Creek and
StormField have sold and are selling at least the ZIP Plugs with the knowledge and intent that
customers, such as Rice Energy, who buy the product will commit infringement by using the
product, and, therefore, those customers have been and are directly infringing the 411 Patent.
48.
Silver Creek and StormField, either alone or together, have contributorily and are
currently contributorily infringing the 411 Patent, in violation of 35 U.S.C. 271(c), by, among
12
other things, selling, offering for sale, and/or importing into this judicial district and elsewhere in
the United States, without license or authority, products, for example, ZIP Plugs, or
components of that product which constitute a material part of the 411 Patent, knowing that
such products and/or components are especially made or especially adapted for use in the
infringement of the 411 Patent, including but not limited to claim 1, and not staple articles of
commerce suitable for substantial non-infringing use.
49.
The infringement by Silver Creek and/or StormField of the 411 Patent continues
to be willful and deliberate, and, therefore, Downhole is entitled to damages under 35 U.S.C.
284.
50.
As a direct and proximate result of the infringement of the 411 Patent by Silver
Creek and StormField, Downhole has suffered and will continue to suffer irreparable injury for
which there is no adequate remedy at law. Downhole also has been damaged and will continue
to be damaged and, until an injunction issues, will continue to be damaged in an amount yet to be
determined.
COUNT III
Breach of Contract
(Against Kuehl)
51.

52.
The Kuehl NDA is a valid contract between Downhole and Kuehl.
53.
Kuehl has obligations under the Kuehl NDA.
54.
However, Kuehl has breached the Kuehl NDA in at least the following ways:
13
a.
Upon information and belief, Kuehl disclosed confidential information of

Downhole to others, including to Didier, Williams, Silver Creek, and StormField,
all in violation of the Kuehl NDA.
b. Upon information and belief, Kuehl has improperly used confidential information
belonging to Downhole to facilitate creation of the ZIP Plug for Silver Creek.
55.
The foregoing breaches have caused injury to Downhole, for which Downhole
seeks actual and consequential damages, plus pre-judgment and post-judgment interest thereon
as permitted by law.
56.
Pursuant to Section 4F of the Kuehl NDA, Kuehl agreed that any breach has
irreparably harmed Downhole and that no remedy at law exists. Thus, Downhole is entitled to an
injunction against Kuehl for his actions in violation of the Kuehl NDA.
COUNT IV
Breach of Fiduciary Duty
(Against Kuehl)
57.

58.
As a former employee for Downhole, a fiduciary relationship between Kuehl and
Downhole exists, and Kuehl also owes common law duties of loyalty to Downhole to act solely
and for the benefit of Downhole in all matters concerning the work performed for and on behalf
of Downhole.
59.
Kuehl has breached his fiduciary duties to Downhole by engaging in conduct
competitive to the interests of Downhole and using and/or disclosing the trade secrets and
confidential information of Downhole.
14
60.
The foregoing misconduct of Kuehl has caused injury to Downhole, for which
Downhole seeks all actual and consequential damages to which it is entitled, plus prejudgment
and post-judgment interest thereon as permitted by law.
COUNT V
Breach of Contract
(Against Williams)
61.

62.
The FTSI Agreement is a valid contract between Downhole and FTSI.
63.
As a former employee of FTSI, Williams has obligations under the FTSI
Agreement.
64.
However, Williams has breached the FTSI Agreement in at least the following
way: Upon information and belief, Williams obtained confidential information belonging to
Downhole as a result of Williams working at the FTSI/Rice Site, and Williams improperly used
that confidential information to facilitate creation of the ZIP Plug for Silver Creek.
65.
The foregoing breaches have caused injury to Downhole, for which Downhole
seeks actual and consequential damages, plus pre-judgment and post-judgment interest thereon
as permitted by law.
COUNT VI
Violation of Texas Uniform Trade Secrets Act
(Against All Defendants)
66.
15
67.
Downhole seeks recovery against Defendants for the actual or threatened
misappropriation of Downholes trade secrets, pursuant to the Texas Uniform Trade Secrets Act,
as set forth in Chapter 134A of the Texas Civil Practice & Remedies Code.
68.
Downhole holds the entire right, title, and interest in the trade secrets conceived
of, generated, or produced in connection with its frac plug technology. Such trade secrets
include, but are not limited to, the products developed, the associated hardware design, related
firmware and software, components that were identified and used in connection with its frac plug
technology, the general know-how and negative know-how learned in conjunction with the trial
and error process in developing, testing, marketing, and selling its frac plug and associated
technology, and also in conjunction with significant expenditure by Downhole in pursuit of
developing its frac plug technology.
69.
The Downhole frac plug technology derives independent economic value from
not being generally known to the public or to Downholes competitors in that competitors do not
know how to replicated Downholes unique product and methods of making the same.
Additionally, the technology is of great value to Downhole because Downhole expended
significant time and resources in researching and developing its revolutionary technology, giving
Downhole a competitive edge in the marketplace.
Any entity who improperly acquired
information about how to produce, develop, and/or use Downholes product and technology
would gain an unfair competitive advantage in that they would not be required to expend the
significant time and resources necessary to develop that trade secret information.
70.
The technology developed by Downhole is not readily ascertainable by proper
means by others in the industry, but rather is the product of Downholes independent research
and development.
16
71.
Downhole made reasonable efforts to maintain the secrecy of the above-described
trade secrets by, for example, entering into the Kuehl NDA with Kuehl and the FTSI Agreement
with FTSI. Pursuant to those agreements, Kuehl and Williams were not granted any rights in the
trade secrets owned by Downhole, and were restricted from misappropriating the Downhole frac
plug technology. By way of non-limiting example, by signing the Kuehl NDA, Kuehl agreed
that I further agree not to make copies of such Proprietary Information except as authorized by
the Company. I understand that Proprietary Information means any Company proprietary
information. (Kuehl NDA, 2.A).
72.
On information and belief, Defendants have misappropriated Downholes trade
secrets because Defendants have disclosed and/or used the trade secrets conceived of, generated,
or produced in connection with the Downhole frac plug technology for the development of the
ZIP Plug as identified in the foregoing paragraphs contained herein.
73.
The foregoing misconduct of Defendants has caused injury to Downhole, for
which Downhole seeks actual and consequential damages to which it is entitled, plus prejudgment and post-judgment interest thereon, as permitted by law.
74.
In addition, Downhole seeks exemplary damages and also recovery of its
reasonable attorneys fees and costs pursuant to Sections 134A.004 and 134A.005 of the Texas
Civil Practice and Remedies code because, upon information and belief, the Defendants
misappropriation of Downholes trade secrets willful and malicious.
COUNT VII
Unjust Enrichment
(Against All Defendants)
75.
17
76.
Defendants have been unjustly enriched by, among other things, misappropriation
of trade secrets and confidential information properly belonging to Downhole. Such trade
secrets and confidential information has been of significant value and benefit to Defendants and
the circumstances are such that it would be unjust for Defendants to retain the benefit conferred
upon them by continuing to use and profit from Downholes trade secrets and confidential
information.
JURY DEMAND
Downhole requests a jury trial on all issues so triable.
PRAYER FOR RELIEF
WHEREFORE, Downhole requests that the Court enter the following in its favor and
against Defendants as follows:
A.
A judgment in favor of Downhole on all of its claims against Defendants;
B.
A judgment that Silver Creek and StormField have violated 35 U.S.C. 271 by
infringing, directly or indirectly, and literally or under the doctrine of equivalents, one or more
claims of the 604 and 411 Patents;
C.
A judgment awarding Downhole damages adequate to compensate for Silver
Creeks and StormFields infringement, but in no event less than a reasonable royalty under 35
U.S.C. 284, in an amount to be determined at trial;
D.
A judgment that Silver Creeks and StormFields patent infringement has been
and continues to be willful, and a trebling of damages;

E.
A judgment declaring that this is an exceptional case and awarding Downhole its
actual costs, expenses, and reasonable attorneys fees under 35 U.S.C. 285;
18
F.
A judgment that Silver Creek and StormField and their respective officers, agents,
servants, employees, and attorneys, and all other persons who are in active concert or
participation with them are enjoined from further infringement of the 604 and 411 Patents;
G.
A judgment that Kuehl breached the Kuehl NDA and an award of compensatory
damages equal to Downholes actual losses;

H.
An injunction against Kuehl against further breaches of the Kuehl NDA;
I.
A judgment that Williams breached the FTSI Agreement and an award of
compensatory damages equal to Downholes actual losses;

J.
A judgment that Defendants willfully and maliciously misappropriated
Downholes trade secrets and an award of damages suffered and an award of exemplary
damages;
K.
A judgment that Defendants and their respective officers, agents, servants,
employees, and attorneys, and all other persons who are in active concert or participation with
them are enjoined from further misappropriation of Downholes trade secrets;
L.
A judgment that Defendants were unjustly enriched at Downholes expense and
an award to Downhole in the amount of Defendants enrichment;

M.
A judgment awarding Downhole pre-judgment and post-judgment interest;
N.
A judgment awarding Downhole its reasonable attorneys fees, costs, and
expenses incurred in the present action; and

O.
A judgment awarding such further equitable or other relief as the Court deems
just and proper.
19
Dated: September 2, 2016
Respectfully submitted,
SUTHERLAND ASBILL & BRENNAN LLP
By: /s/ David A. Baay
David A. Baay
Texas Bar No. 24027050
1001 Fannin Street, Suite 3700
Houston, TX 77002-6760
Phone: 713-470-6112
Email: david.baay@sutherland.com
Ann G. Fort
Georgia Bar No. 269995
(admission papers forthcoming)
Robert R.L. Kohse
Walter Freitag
999 Peachtree St. NE, Suite 2300
Atlanta, GA 30309
Phone: 404-853-8000
Email: ann.fort@sutherland.com
rob.kohse@sutherland.com
walter.freitag@sutherland.com
Attorneys for Downhole Technology LLC
20
Case 4:16-cv-00823-A Document 1-1 Filed 09/02/16
EXHIBIT A
D;\\ of\ rc-ue)'. \

PROPRIETARY INFORMATION AND INTELLECTUAL PROPERTY ASSIGNMENT
AGREEMENT
As a condition of my being employed or hired by National Boss Hog Energy Services,

LLC, or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the
"Company"), and in consideration of my relationship with the Company and my receipt of the
compensation now and hereafter paid to me by the Company, I agree to the following:
1.
The Relationship. Any employment relationship between the Company and me,
whether commenced prior to or upon the date of this Agreement, shall be referred to herein as
the "Relationship." I acknowledge that the Company is relying on my commitment to the
obligations set forth herein in employing and continuing to employ me. I acknowledge, however,
that this Agreement does not impose on the Company any obligation to employ me for any
period of time and that, except as provided in any written agreement to the contrary, my
employment can be terminated at will by the Company. My obligations hereunder shall be in
addition to the obligations contained in any written employment agreement between me and the
Company or any written employment policies promulgated by the Company.
2.
.....)
Proprietary Information.
A. Company Information. I agree at all times during the term of the Relationship and
thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company,
or to disclose to any person, firm or corporation without written authorization of the CEO or
Managing Director of the Company, any Proprietary Information of the Company that I obtain or
create. I agree to hold the Proprietary Information confidential for five (5) years after termination
of the Relationship, except that my obligations to hold confidential any trade secrets shall
continue indefinitely. I further agree not to make copies of such Proprietary Information except
as authorized by the Company. I understand that "Proprietary Infonnation" means any Company
proprietary infom1ation, technical data, trade secrets or know-how, including, but not limited to,
research, product plans, products, services, service providers, licensees, customer lists and
customers (including, but not limited to, customers of the Company on whom I called or with
whom I became acquainted during the Relationship}, prices and costs, markets, software,
developments, inventions, processes, technology, designs, drawings, engineering, hardware
configuration, marketing, licenses, finances, budgets or other business infom1ation disclosed to
me by the Company either directly or indirectly in writing, orally or by drawings or observation
of parts or equipment or created by me during the period of the Relationship, whether or not
during working hours. I understand that "Proprietary Information" includes, but is not limited to,
infonnation pertaining to any aspects of the Company's business which is either infom1ation not
known by actual or potential competitors of the Company or is proprietary information of the
Company or its customers, licensees or suppliers, whether of a technical nature or otherwise. I
further understand that Proprietary Information does not include any of the foregoing items
which: (a) were publicly known and made generally available in the public domain prior to the
time of disclosure to me by the Company; (b) become publicly known and made generally
available through no wrongful act of mine or of others who were under confidentiality
obligations as to the item or items involved; (c) is already in my possession at the time of
disclosure by the Company and which I can prove by my own files and records; (d) is obtained
by me from a third party without a breach of the third party's obligation of confidentiality; (e) is
independently developed by me without use or reference to the Proprietary Information, as
shown by documents and other competent evidence in my possession; or (f) is required to be
disclosed by law, regulation, or order of a court or government authority having competent
jurisdiction, provided I notify the Company promptly of such a request so the Company may
seek an appropriate protective order or other relief.
B. Third Party Information. J recognize that the Company may receive from third parties
their confidential or proprietary information subject to a duty on the Company's part to maintain
the confidentiality of such information and to use it only for certain limited purposes ("Third
Party Information''). I agree to hold all such confidential or proprietary information in the
strictest confidence and not to disclose it to any person, firm or corporation or to use it except as
necessary in carrying out my work for the Company in a manner consistent with the Company's
agreement with such third party .
C. Nondisclosure. As part of the consideration for entering the Relationship, I agree at all
times during the term of the Relationship and thereafter, to hold in strictest confidence, and not
to use, except for the benefit of the Company, or to disclose to any person, finn or corporation
without written authorization of the President of the Company, any Proprietary Information or
Third Party Infmmation.
3. Intellectual Property.
A. Intellectual Property Retained and Licensed. I hereby confirm that, except as disclosed
by me on Attachment A, there are no inventions or original works of authorship that were made
by me prior to the Relationship (collectively referred to as "Prior Intellectual Property"), which
belong to me and which relate to the Company's proposed or current husiness, services, products
or research and development.
B. Assignment of Intellectual Property. I agree that I will promptly make full written
disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and
hereby assign, and agree to assign, to the Company, or its designee, alJ my right, title and interest
throughout the world in and to any and all inventions, original works of authorship,
developments, concepts, know-how, improvements, trademarks, domain names or trade secrets,
whether or not patentable or registerable under patent, trademark, copyright or similar laws, that
I may solely or jointly conceive or develop or reduce to practice or fix in a tangible medium, or
cause to be conceived or developed or reduced to practice or fixed in a tangible medium, within

the scope of and during the period of time of the Relationship (collectively refened to as
"Intellectual Property"). I further acknowledge that all Intellectual Property which is developed
by me (solely or jointly with others) within the scope of and during the period of the
Relationship is a "work made for hire" (to the greatest extent permitted by applicable law) and is
compensated by my salary, unless regulated otherwise by mandatory law.
Finally, I
acknowledge that this Section 3B does not apply to an invention for which no Company
equipment, supplies, facility or trade secret information of the Company was used and which was
developed entirely on my own time, and (1) which does not relate (a) directly to the business of
the Company or (b) to the Company's actual or demonstrably anticipated research or
development; and (2) which does not result from any work performed by me for the Company.
C. Maintenance of Records. I agree to keep and maintain adequate and current written
records of all Intellectual Property developed by me (solely or jointly with others) during the
term of the Relationship. The records may be in the form of notes, sketches, drawings, flow
chmts, electronic data or recordings, and any other format. The records will be available to and
remain the sole property of the Company at all times. I agree not to remove such records from
the Company's place ofbusiness except as expressly permitted by Company policy which may,
from time to time, be revised at the sole discretion of the Company.
D. Intellectual Property Registrations. I agree to assist the Company, or its designee, at
the Company's expense, in every proper way to secure the Company's rights in the Intellectual
Property and other intellectual property rights relating thereto in any and all countries, including
the disclosure to the Company of all pertinent information and data with respect thereto, the
execution of all applications, specifications, oaths, assigmnents and all other instruments which
the Company shall deem necessary in order to apply for, obtain, maintain and transfer such rights
and in order to assign and convey to the Company, its successors, assigns and nominees the sole
and exclusive rights, title and interest in and to such Intellectual Property, and other intellectual
property rights relating thereto. I further agree that my obligation to execute or cause to be
executed, when it is in my power to do so, any such instrument or papers shall continue after the
termination of this Agreement for five (5) years. If the Company is unable because of my mental
or physical incapacity or unavailability or for any other reason to secure my signature to apply
for or to pursue any application for any United States or foreign patents or copyright registrations
covering Intellectual Property assigned to the Company as above, then I hereby irrevocably
designate and appoint the Company and its duly authorized officers and agents as my agent and
attorney in fact, to act for and in my behalf and stead to execute and file any such applications
and to do all other lawfully permitted acts to futther the application for, prosecution, issuance,
maintenance or transfer of letters patent or trademark or copyright registrations thereon with the
same legal force and effect as if executed by me. I hereby waive and inevocably quitclaim to the
Company any and all claims, of any nature whatsoever, which I now or hereafter have for
infringement of any and all proprietary rights assigned to the Company.
B. Entire Agreement. This Agreement and the related Appendices set forth the
entire agreement and understanding between the Company and me relating to the subject
matter herein and merges all prior discussions between us. No modification or
amendment to this Agreement, nor any waiver of any rights under this Agreement, will
be effective unless in writing signed by the parties hereto. Any subsequent change or
changes in my duties, obligations, rights or compensation will not affect the validity or
scope of this Agreement.
C. Severability. If any provision of this Agreement or part thereof shall be held by
a court or other tribunal of competent jurisdiction to be unenforceable, then such
provision or part thereof shall be excised herefrom and the remaining provisions of this
Agreement and parts thereof shall remain in full force and effect.
D. Successors and Assigns. This Agreement will be binding upon and inure to the
benefit of each party's heirs, executors, administrators, legal representatives, successors,
and assigns.
E. Survival. The provisions of this Agreement shall survive the termination of the
Relationship and the assignment of this Agreement by the Company to any successor in
interest or other assignee.
F. Breach. The parties agree that it is impossible to measure in money the
damages that will accrue to the Company due to my breach of this Agreement and/or
failure to perform any of my obligations under this Agreement. Therefore, in the event
the Company institutes any action or proceeding to specifically enforce the provisions of
this Agreement by injunctive or other fom1 of equitable relief, 1 hereby waive the claim
or defense that the Company has an adequate remedy at law or that the Company has not
been or is not being irreparably harmed, and I shall not assert in any such action or
proceeding the claim or defense that such remedy at law exists.
G. Counterparts. This Agreement may be executed in any number of separate
counterparts, all of which, when taken together, shall constitute one and the same
instrument.
H. Agreement Understood. I ACKNOWLEDGE THAT, IN EXECUTING THIS

AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF
LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE
TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL
NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING
OR PREPARATION HEREOF.
E. No Rights. I understand that nothing in this Agreement is intended to grant any rights
to me under any patent, trademark, copyright or other intellectual property right of the
Company, nor will this Agreement grant me any rights in or to the Proprietary Information,
except as expressly set forth in this Agreement.
4.
Returning Company Documents. I agree that, at the time of termination of the
Relationship, I will deliver to the Company (and will not keep in my possession, recreate or
deliver to anyone else) any and all devices, records, data, notes, repot1s, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials, flow charts, equipment,
other documents or property, or reproductions of any aforementioned items developed by me
pursuant to the Relationship or otherwise belonging to the Company, its successors or assigns. J
further agree that to any property situated on the Company's premises and owned by the
Company, including disks and other storage media, filing cabinets or other work areas, is subject
to inspection by Company personnel at any time with or without notice. In the event of the
termination of the Relationship, I agree to sign and deliver the "Termination Certificate" attached
hereto as Appendix B.
5.
Notification to Other Parties. In the event that I leave the employ of the Company,
hereby consent to notification by the Company to my new employer about my rights and
obligations under this Agreement.
6.
Representations and Covenants. (a) Facilitation of Agreement. I agree to execute
promptly any proper oath or verify any proper document required to carry out the terms of this
Agreement upon the Company's written request to do so. (b) Conf1icts. I represent that my
performance of all the terms of this Agreement will not breach any agreement to keep in
confidence proprietary inf01mation acquired by me in confidence or in trust prior to
commencement of the Relationship. 1 have not entered into, and I agree I will not enter into, any
oral or written agreement in conflict with any of the provisions of this Agreement. (c) Voluntary
Execution. I certify and acknowledge that 1 have carefully read all of the provisions of this
Agreement and that I understand and will fully and faithfully comply with such provisions.
7.
No Warranty. ALL PROPRIETARY INFORMATION IS PROVIDED ON AN
"AS IS" BASIS. COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OR
OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE
OF THE PROPRIETARY INFORMATION.
8.
General Provisions.
A. Governing Law. The validity, interpretation, construction and performance of

this Agreement shall be governed by the laws of the State of Texas, without giving effect
to the principles of conflict of laws.
APPENDIX A- PRIOR INTELLECTUAL PROPERTY

Employee Name
.IJ;t loK.~~ate 3
2EJ 13
I certify that the information provided below identifies all prior intellectual
property for which I am an inventor and/or an owner.
:J:;2 ;~
(signature)
Please answer the following questions (use additional pages if necessary):

1. Do you have any inventions that were conceived, developed or reduced to
practice prior to entering into the Relationship? If so, please identify the
current owner and provide a non-confidential description of the invention.
2.
Did you file a patent application? If so, please provide any published patent
application numbers or issued patents.
3. Did you create or help to create any computer programs, writings of any type,
graphic or artistic works or any other tangible materials for a previous
employer? If so, please briefly describe the types of materials or work product
which you created.
4. Do you have any copyright registrations? If so, please provide a brief

description of the work and the registration number.
;Jo
The parties have executed this Agreement on the respective dates set forth below:
Signatu<'___j;;}.
Accepted
~-----
an~ greed:
~~
=-c
...::::~
, ---===-~
National Boss Hog Energy Services, LLC
By: S~ M>.1
)
Its:
(.fb
Date:
5./11
?__ /
EXHIBIT B
EXHIBIT C
EXHIBIT D
EXHIBIT E
JS 44 (Rev. 0/16)
CIVIL COVER
Case 4:16-cv-00823-A Document
1-6 FiledSHEET
09/02/16
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 NEXT PAGE OF THIS FORM.)
I. (a) PLAINTIFFS
DEFENDANTS
Downhole Technology, LLC
Silver Creek Services Inc., StormField Innovative Technologies, LLC,

Michael Didier, Dillon W. Kuehl, and Charles M. Williams
(b) County of Residence of First Listed Plaintiff
County of Residence of First Listed Defendant
(EXCEPT IN U.S. PLAINTIFF CASES)

NOTE:
(c) Attorneys (Firm Name, Address, and Telephone Number)
(IN U.S. PLAINTIFF CASES ONLY)

IN LAND CONDEMNATION CASES, USE THE LOCATION OF
THE TRACT OF LAND INVOLVED.
Attorneys (If Known)
David A. Baay, Sutherland, Asbill & Brennan, LLP, 1001 Fannin, Ste
3700, Houston, TX 77002, 713.470.6100; Ann G. Fort, Robert R.L.
Kohse, Walter Freitag, 999 Peachtree St. NE, Ste 2300, Atlanta, GA
II. BASIS OF JURISDICTION (Place an X in One Box Only)

u 1
U.S. Government
Plaintiff
u 3
Federal Question
(U.S. Government Not a Party)
u 2
U.S. Government
Defendant
u 4
Diversity
(Indicate Citizenship of Parties in Item III)
III. CITIZENSHIP OF PRINCIPAL PARTIES (Place an X in One Box for Plaintiff

(For Diversity Cases Only)
PTF
Citizen of This State
u 1
DEF
u 1
and One Box for Defendant)

PTF
DEF
Incorporated or Principal Place
u 4
u 4
of Business In This State
Citizen of Another State
u 2
Incorporated and Principal Place

of Business In Another State
u 5
u 5
Citizen or Subject of a
Foreign Country
u 3
Foreign Nation
u 6
u 6
IV. NATURE OF SUIT (Place an X in One Box Only)

CONTRACT
u
u
u
u
u
u
u
u
u
u
u
u
TORTS
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
(Excludes Veterans)
153 Recovery of Overpayment
of Veterans Benefits
160 Stockholders Suits
190 Other Contract
195 Contract Product Liability
196 Franchise
u
u
u
u
u
u
u
u
u
u
u
u
u
u
u
u
REAL PROPERTY
210 Land Condemnation
220 Foreclosure
230 Rent Lease & Ejectment
240 Torts to Land
245 Tort Product Liability
290 All Other Real Property
u
u
u
u
u
u
u
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 Medical Malpractice
CIVIL RIGHTS
440 Other Civil Rights
441 Voting
442 Employment
443 Housing/
Accommodations
445 Amer. w/Disabilities Employment
446 Amer. w/Disabilities Other
448 Education
FORFEITURE/PENALTY
PERSONAL INJURY
u 365 Personal Injury Product Liability
u 367 Health Care/
Pharmaceutical
Personal Injury
Product Liability
u 368 Asbestos Personal
Injury Product
Liability
PERSONAL PROPERTY
u 370 Other Fraud
u 371 Truth in Lending
u 380 Other Personal
Property Damage
u 385 Property Damage
Product Liability
PRISONER PETITIONS
Habeas Corpus:
u 463 Alien Detainee
u 510 Motions to Vacate
Sentence
u 530 General
u 535 Death Penalty
Other:
u 540 Mandamus & Other
u 550 Civil Rights
u 555 Prison Condition
u 560 Civil Detainee Conditions of
Confinement
u 625 Drug Related Seizure

of Property 21 USC 881
u 690 Other
BANKRUPTCY
u 422 Appeal 28 USC 158
u 423 Withdrawal
28 USC 157
PROPERTY RIGHTS
u 820 Copyrights
u 830 Patent
u 840 Trademark
LABOR
u 710 Fair Labor Standards
Act
u 720 Labor/Management
Relations
u 740 Railway Labor Act
u 751 Family and Medical
Leave Act
u 790 Other Labor Litigation
u 791 Employee Retirement
Income Security Act
u
u
u
u
u
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

u 870 Taxes (U.S. Plaintiff
or Defendant)
u 871 IRSThird Party
26 USC 7609
IMMIGRATION
u 462 Naturalization Application
u 465 Other Immigration
Actions
OTHER STATUTES
u 375 False Claims Act
u 376 Qui Tam (31 USC
3729(a))
u 400 State Reapportionment
u 410 Antitrust
u 430 Banks and Banking
u 450 Commerce
u 460 Deportation
u 470 Racketeer Influenced and
Corrupt Organizations
u 480 Consumer Credit
u 490 Cable/Sat TV
u 850 Securities/Commodities/
Exchange
u 890 Other Statutory Actions
u 891 Agricultural Acts
u 893 Environmental Matters
u 895 Freedom of Information
Act
u 896 Arbitration
u 899 Administrative Procedure
Act/Review or Appeal of
Agency Decision
u 950 Constitutionality of
State Statutes
V. ORIGIN (Place an X in One Box Only)

u 1 Original
Proceeding
u 2 Removed from
State Court
u 3
u 6 Multidistrict
Litigation Transfer
(specify)
Cite the U.S. Civil Statute under which you are filing (Do not cite jurisdictional statutes unless diversity):
Remanded from
Appellate Court
u 4 Reinstated or
Reopened
u 5 Transferred from
Another District
u 8 Multidistrict
Litigation Direct File
35 U.S.C. 271
VI. CAUSE OF ACTION Brief description of cause:
Design Patent Infringement
u CHECK IF THIS IS A CLASS ACTION

VII. REQUESTED IN
UNDER RULE 23, F.R.Cv.P.
COMPLAINT:
VIII. RELATED CASE(S)
(See instructions):
IF ANY
JUDGE
DATE
CHECK YES only if demanded in complaint:

u Yes
u No
JURY DEMAND:
DEMAND $
DOCKET NUMBER
SIGNATURE OF ATTORNEY OF RECORD
/s/ David A. Baay
09/02/2016
FOR OFFICE USE ONLY
RECEIPT #
AMOUNT
APPLYING IFP
JUDGE
MAG. JUDGE

Downhole Tech. v. Silver Creek - Complaint

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Downhole Tech. v. Silver Creek - Complaint

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Case 4:16-cv-00823-A Document 1 Filed 09/02/16

UNITED STATES DISTRICT COURT

DOWNHOLE TECHNOLOGY LLC,

Case No. 4:16-cv-823

Jury Trial Demanded

SILVER CREEK SERVICES INC.,

Plaintiff Downhole Technology LLC (Downhole), by and through its undersigned

Downhole is a Texas limited liability company with principal place of business at

Case 4:16-cv-00823-A Document 1 Filed 09/02/16

StormField Innovative Technologies, LLC (StormField) is a Texas limited

Michael Didier (Didier) is an individual. Didier is a Director of Silver Creek

Dillon W. Kuehl (Kuehl) is an individual. On information and belief, Kuehl is

Charles M. Williams (Williams) is an individual. On information and belief,

Case 4:16-cv-00823-A Document 1 Filed 09/02/16

NATURE OF THE ACTION

Founded in 2010, Downhole is a company based in Houston, Texas that designs,

Some commercially viable hydrocarbon sources are found in tight reservoirs,

Case 4:16-cv-00823-A Document 1 Filed 09/02/16

Downholes BOSS HOG frac plugs include composite material to avoid

Case 4:16-cv-00823-A Document 1 Filed 09/02/16

signed a Proprietary Information and Intellectual Property Assignment Agreement (Exhibit A,

Case 4:16-cv-00823-A Document 1 Filed 09/02/16

(Kuehl NDA, 2).

Case 4:16-cv-00823-A Document 1 Filed 09/02/16

On information and belief, Williams learned detailed information about the

Downhole frac plugs through Kuehl at the FTSI/Rice Site.

According to a press release dated July 9, 2015 on the StormField website,

Case 4:16-cv-00823-A Document 1 Filed 09/02/16

Venue is proper in this Court under 28 U.S.C. 1391 as well as 28 U.S.C.

Personal jurisdiction exists generally over the Defendants because the

Case 4:16-cv-00823-A Document 1 Filed 09/02/16

Downhole incorporates by reference each of the foregoing paragraphs as though

fully set forth herein.

Case 4:16-cv-00823-A Document 1 Filed 09/02/16

of 35 U.S.C. 271(b), (c).

Case 4:16-cv-00823-A Document 1 Filed 09/02/16

Downhole incorporates by reference each of the foregoing paragraphs as though

fully set forth herein.

Case 4:16-cv-00823-A Document 1 Filed 09/02/16

of 35 U.S.C. 271(b), (c).

Case 4:16-cv-00823-A Document 1 Filed 09/02/16

Downhole incorporates by reference each of the foregoing paragraphs as though

fully set forth herein.

The Kuehl NDA is a valid contract between Downhole and Kuehl.

Kuehl has obligations under the Kuehl NDA.

Case 4:16-cv-00823-A Document 1 Filed 09/02/16

Upon information and belief, Kuehl disclosed confidential information of

Downhole incorporates by reference each of the foregoing paragraphs as though

fully set forth herein.

As a former employee for Downhole, a fiduciary relationship between Kuehl and

Kuehl has breached his fiduciary duties to Downhole by engaging in conduct

Case 4:16-cv-00823-A Document 1 Filed 09/02/16

Downhole incorporates by reference each of the foregoing paragraphs as though

fully set forth herein.

The FTSI Agreement is a valid contract between Downhole and FTSI.

As a former employee of FTSI, Williams has obligations under the FTSI

Downhole incorporates by reference each of the foregoing paragraphs as though

fully set forth herein.

Case 4:16-cv-00823-A Document 1 Filed 09/02/16

Downhole seeks recovery against Defendants for the actual or threatened

Any entity who improperly acquired

The technology developed by Downhole is not readily ascertainable by proper

Case 4:16-cv-00823-A Document 1 Filed 09/02/16

Downhole made reasonable efforts to maintain the secrecy of the above-described