Case 1:22-cv-01136-UNA Document 1 Filed 08/30/22 Page 1 of 46 PageID #: 1
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE DISTRICT OF DELAWARE
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`KRAFT HEINZ FOODS COMPANY,
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`Plaintiff,
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`v.
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`ZACHERY KLEIN and GOLDEN STATE
`FOODS CORPORATION,
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`Defendants.
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`C.A. No.__________
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`JURY TRIAL DEMANDED
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`COMPLAINT
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`Plaintiff Kraft Heinz Foods Company (“Kraft Heinz” or the “Company”) for its complaint
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`against Defendants Zachary Klein (“Klein”) and Golden State Foods Corporation (“Golden
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`State”) (collectively “Defendants”), states as follows:
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`NATURE OF THE ACTION
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`1.
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`Former employee Klein stole trade secrets from the foodservice division of Kraft
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`Heinz, known as Kraft Heinz Away From Home (“AFH”), in order to bring them to a chief
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`competitor in the foodservice condiment space, Golden State, where Golden State management is
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`actively encouraging Klein to unfairly use the confidential and proprietary trade secret information
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`he stole from Kraft Heinz. As such, this is an action for injunctive relief and damages arising out
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`of Defendants’ trade secret misappropriation and other willful misconduct.
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`2.
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`Before departing Kraft Heinz, Klein was on the AFH sales leadership team where
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`he had access to trade secrets and other highly proprietary and competitively sensitive information.
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`For example, the day before he tendered his resignation notice, Klein attended a leadership meeting
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`offsite for the broader business unit, where the business unit’s confidential business plans and
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`strategies were discussed extensively. When Klein announced he was leaving Kraft Heinz, he was
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`evasive about where he was going. Now Kraft Heinz knows why. Kraft Heinz recently uncovered
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`evidence showing that Klein surreptitiously emailed some of Kraft Heinz’s most sensitive trade
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`secrets to his personal email account in the days before he left Kraft Heinz. And the trade secrets
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`Klein stole—at least the ones that Kraft Heinz currently knows about—were purposely selected to
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`provide maximum benefit to Golden State and inflict maximum damage on Kraft Heinz.
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`3.
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`After Klein’s departure, Kraft Heinz discovered an email that Klein sent to his
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`personal Gmail account—before he departed Kraft Heinz but after he accepted a position with
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`Golden State—in which Klein attached an Excel spreadsheet he secretly created to include Kraft
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`Heinz’s customer-specific pricing information for the most valuable product lines that AFH
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`provides to some of its largest customer accounts. Klein attempted to mask his action by naming
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`the file “Transition Log in info,” but his intentions were clear—he only took customer-specific
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`pricing information related to condiments, which is the primary market where Golden State
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`competes with Kraft Heinz’s AFH division. AFH also sells products like soup and condiment
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`dispensers, but Klein’s theft was laser-focused on information he could use at Golden State.
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`4.
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`Klein has already disclosed Kraft Heinz’s trade secrets. A confidential source that
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`until recently worked for Golden State provided information to Kraft Heinz that Klein has been
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`using Kraft Heinz’s trade secrets to provide Golden State with an unfair advantage, including in a
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`customer bidding process where Kraft Heinz and Golden State are competing. Upon information
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`and belief, Klein’s misconduct is being applauded and encouraged by Golden State management.
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`5.
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`In the hands of a competitor like Golden State, and used by Klein, the trade secret
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`information could be employed immediately to boost Golden State’s sales and have catastrophic
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`consequences on Kraft Heinz’s sales, current customer relationships, and ongoing business
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`strategies.
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`6.
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`Before Kraft Heinz’s customer relationships, confidential information, trade
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`secrets, and goodwill are further eroded, Kraft Heinz seeks injunctive relief to protect their value.
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`PARTIES
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`7.
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`Kraft Heinz is a limited liability company organized under the laws of the
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`Commonwealth of Pennsylvania and co-headquartered in Pittsburgh, Pennsylvania and Chicago,
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`Illinois. Kraft Heinz’s members are Kraft Heinz Intermediate Corporation II and HJH
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`Development Corporation, both corporations organized under the laws of the State of Delaware
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`with their principal place of business in Pittsburgh, Pennsylvania.
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`8.
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`Upon information and belief, Golden State is a corporation organized and existing
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`under the laws of the State of Delaware with its principal place of business in Irvine, California.
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`9.
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`Upon information and belief, Klein is the Director of Sales at Golden State; and,
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`upon information and belief, he resides in and is a citizen of Dallas, Texas.
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`JURISDICTION AND VENUE
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`This Court has subject-matter jurisdiction over this action pursuant to 28 U.S.C.
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`10.
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`§ 1331 (federal question), because the claims asserted arise under 18 U.S.C. § 1836; and 28 U.S.C.
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`§ 1367 (supplemental jurisdiction) and the doctrines of ancillary and pendent jurisdiction, because
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`the non-federal claims are so related to claims in the action within such original jurisdiction that
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`they form part of the same case or controversy under Article III of the United States Constitution.
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`11.
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`This Court has personal jurisdiction over Golden State because it is a Delaware
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`corporation.
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`12.
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`This Court has personal jurisdiction over Klein because Section 14 of the
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`Restrictive Covenants Agreement that Klein agreed to in connection with his receipt of Restricted
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`Stock Units in Kraft Heinz provides:
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`VENUE, PERSONAL JURISDICTION, AND COVENANT NOT TO SUE.
`Executive expressly agrees to submit to the exclusive jurisdiction and exclusive venue
`of courts located in the State of Delaware in connection with any litigation which may
`be brought with respect to a dispute between the Company and Executive in relation
`to this Restrictive Covenants Agreement, regardless of where Executive resides or
`where Executive performs services for the Company. Executive hereby irrevocably
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`waives Executive's rights, if any, to have any disputes between the Company and
`Executive related to this Restrictive Covenants Agreement decided in any jurisdiction
`or venue other than a court in the State of Delaware. Executive hereby waives, to the
`fullest extent permitted by applicable law, any objection which Executive now or
`hereafter may have to personal jurisdiction or to the laying of venue of any such suit,
`action or proceeding, and Executive agrees not to plead or claim the same. Executive
`further irrevocably covenants not to sue the Company related to this Restrictive
`Covenants Agreement in any jurisdiction or venue other than a court in the State of
`Delaware. All matters relating to the interpretation, construction, application, validity,
`and enforcement of this Agreement, and any disputes or controversies arising
`hereunder, will be governed by the laws of the State of Delaware without giving effect
`to any choice or conflict of law provision or rule, whether of the State of Delaware or
`any other jurisdiction, that would cause the application of laws of any jurisdiction
`other than the State of Delaware.
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`13.
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`Venue is proper in this judicial district pursuant to 28 U.S.C. § 1391 because
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`Golden State resides in this judicial district and Klein’s Restrictive Covenants Agreement contains
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`a Delaware exclusive venue provision.
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`BACKGROUND FACTS
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`Overview of Kraft Heinz Away From Home Business
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`14.
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`Kraft Heinz is one of the world’s leading foodservice companies, offering a wide
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`range of products, including the #1 ketchup brand in the world, Heinz Tomato Ketchup.
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`15.
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`Kraft Heinz has some of the most recognized brands in North America, with
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`significant customer awareness levels and long histories that evoke strong emotional connections
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`with consumers.
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`16.
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`Kraft Heinz’s AFH business sells food and beverage products for use in restaurants,
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`convenience stores, institutions, and other locations, with both unbranded and branded front-of-
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`house items (e.g., Heinz Tomato Ketchup packets) and back-of-house items (e.g., bulk
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`condiments).
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`17.
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`Kraft Heinz’s AFH division supports large and small businesses across the United
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`States and sells more than 4,000 products. However, one of the most recognizable and profitable
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`segments is its foodservice condiment business, including the iconic Heinz Tomato Ketchup, as
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`well as Kraft Mayonnaise, Heinz Mustard, Grey Poupon, and other specialty sauces like A1.
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`18.
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`In the foodservice condiment space, Kraft Heinz is the largest supplier, followed
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`by Golden State. In other words, Golden State is Kraft Heinz’s biggest competitor in the
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`foodservice condiment space. Despite its leading position, Kraft Heinz consistently faces a very
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`competitive pricing environment and customer deals often require years of lead time.
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`19.
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`Kraft Heinz frequently bids against Golden State for business. For example, both
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`Kraft Heinz and Golden State will bid to provide large, national fast-food chains with condiments.
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`Right now, Kraft Heinz is responding to a request for proposal (“RFP”) as part of the bidding
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`process for one such chain’s condiment business. Upon information and belief, Golden State is
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`also bidding in response to the same RFP.
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`20.
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`The bidding process with customers, especially national restaurant chains, is
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`important because the opportunity to bid does not arise very often. Indeed, depending on the
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`customer, the opportunity to bid for their business may only come once every two to seven years.
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`For example, Kraft Heinz lost its bid in response to a particular customer’s RFP approximately
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`seven years ago. Only now, seven years later, does Kraft Heinz have another chance to win that
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`customer’s business. This long sales cycle is common, especially with the biggest and most
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`lucrative accounts.
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`21.
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`As another example, Kraft Heinz has submitted a bid in response to an RFP from a
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`large distributor. Kraft Heinz currently supplies condiments to the distributor and has done so since
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`approximately 2016. This distributor issues an RFP for ketchup, for example, only every two to
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`three years.
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`22.
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`Given this long sales cycle, winning or losing a bid can have significant financial
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`consequences, on the order of tens of millions of dollars for a single account.
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`Klein’s Role at Kraft Heinz and His Access to Kraft Heinz Trade Secrets
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`23.
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`Klein was a National Distribution Development Manager for Kraft Heinz’s AFH
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`business from approximately July 2017 to December 2019.
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`24.
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`In his role as National Distribution Development Manager, Klein was the lead sales
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`contact for Sysco. Sysco is a large and significant distributor account for Kraft Heinz. Kraft Heinz
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`ships products to Sysco, and then Sysco distributes those products to customers. As such, Kraft
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`Heinz’s contract with Sysco typically involves many products and generates significantly more
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`revenue for Kraft Heinz’s AFH business than other customer-level contracts.
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`25.
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`As the lead sales contact for Sysco, Klein had access to category management
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`information, like customer names and generic product price lists. But, more importantly, Klein had
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`access to customer-specific pricing information, as described below. That customer-specific pricing
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`information is highly confidential and highly proprietary. If that customer-specific pricing
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`information were shared with a competitor, like Golden State, the information would be extremely
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`competitively valuable.
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`26.
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`Kraft Heinz’s customer-specific pricing information has substantial economic value
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`in the hands of a competitor because Kraft Heinz uses customer-specific pricing information as part
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`of its bids in response to RFPs from customers. That customer-specific pricing information differs
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`from the generic price lists. For example, Kraft Heinz might offer rebates, lump-sum payments, or
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`percentage discounts on specific products for specific customers.
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`27.
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`If, when, and how Kraft Heinz decides to deviate from price lists for customer bids is
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`a Kraft Heinz-specific strategy. Often times, the deviations or combination of incentives offered by
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`Kraft Heinz on specific products to specific customers are decisions made by Kraft Heinz in the
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`context of months-long negotiations with the customer. In short, Klein had access to how Kraft Heinz
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`deviates from its generic price lists in order to win bids from customers like Sysco. Kraft Heinz does
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`not publish or share customer-specific pricing information with anyone other than the specific
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`customer receiving the bid. And this information is not even widely distributed within the AFH
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`division. If a competitor were to gain access to this highly confidential and highly proprietary pricing
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`information showing granular detail of exactly how Kraft Heinz prices specific products for specific
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`customers, that competitor would have a roadmap to steal business away from Kraft Heinz.
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`28.
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`29.
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`Customer-specific pricing information is a Kraft Heinz trade secret.
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`The customer-specific pricing information derives independent economic value from
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`not being generally known to, and not being readily ascertainable through proper means by,
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`competitors like Golden State who can obtain economic value by using Kraft Heinz’s customer-
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`specific information to their advantage.
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`30.
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`For example, if Golden State knew the customer-specific pricing information that
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`Kraft Heinz offers Sysco, Golden State could strategically modify its bid to Sysco to either win the
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`business or force Kraft Heinz to discount its prices more than it otherwise would have.
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`31.
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`From approximately December 2019 to April 2021, Klein was an Associate Director
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`of National Accounts—West at Kraft Heinz. In this role, Klein was managing chain restaurant
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`accounts.
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`32.
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`In approximately April 2021, Kraft Heinz’s AFH division was reorganized to combine
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`the sales leadership overseeing distributor relationships (e.g., Sysco) with those overseeing chain
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`restaurant relationships, with both of those teams now reporting to Julien Rouanet, Vice President of
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`Sales for AFH. As part of the reorganization, Klein’s title changed to Associate Director of Chain
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`Restaurants—West.
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`33.
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`From approximately December 2019 until he left Kraft Heinz in May 2022, Klein was
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`on the sales leadership team. As Associate Director of Chain Restaurants—West, Klein had ten direct
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`reports and had more than 100 customer relationships under his supervision.
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`34.
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`As Associate Director of Chain Restaurants—West, Klein was responsible for
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`providing leadership and management of a cross-functional team, which was responsible for and
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`dedicated to driving volume, profit, and market share within the national accounts that Klein’s team
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`was responsible for servicing.
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`35.
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`In this position, Klein performed the following tasks, among others: (a) worked with
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`customers and partners to ensure that Kraft Heinz met and exceeded expectations; (b) collaborated
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`with customers to develop joint business plans and conduct innovation sessions, during which Kraft
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`Heinz would discuss new products and new ways in which it could present its products to customers;
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`(c) communicated with the Kraft Heinz AFH Sales Execution Team to ensure that the AFH division
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`executed its sales priorities; and (d) performed other tasks for Kraft Heinz to maintain and grow the
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`Kraft Heinz AFH business across its portfolio of brands.
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`36.
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`Given his role within Kraft Heinz, during his employment, Klein was a critical part
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`of the AFH division’s strategic, product development, sales, and marketing efforts. In this role, Klein
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`participated in the AFH division’s high-level strategy meetings and had access to product
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`development strategies and profit and loss information, margins, new product development, and
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`business strategies.
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`37.
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`Klein was an active sales leader who owned the strategy and business plans with key
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`accounts.
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`38.
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`Klein is also aware of and was involved in internal discussions about upcoming
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`product launches and related strategies. He was also privy to information and launch strategies for
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`Kraft Heinz’s emerging brands.
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`39.
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`Further, in his position, Klein was provided access to and learned the AFH division’s
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`entire profit-and-loss structure for the food service business, as well as its margin structure,
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`innovation platform, and other similar sensitive information.
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`40. While working for Kraft Heinz, Klein’s supervisor, Julien Rouanet, spoke to Klein
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`about the direction of the business. For example, Klein knows the AFH division’s strategy for how
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`it is approaching current bids. Further, even though Klein was most recently managing chain
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`restaurant accounts in the Western United States, he was talking directly to distribution teams given
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`the merged leadership structure. In short, Klein had full access to the Kraft Heinz AFH division’s
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`entire strategy.
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`41.
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`Klein received highly confidential Kraft Heinz information that Kraft Heinz would
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`not provide to a competitor, because in the hands of a competitor, such information could be used to
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`cause Kraft Heinz significant financial and market-share losses. Kraft Heinz considers this
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`information to constitute its trade secrets.
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`42.
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`The information Klein obtained while at Kraft Heinz drives Kraft Heinz’s success,
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`and Klein is uniquely positioned to cause Kraft Heinz maximum harm not only because he has
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`significant customer relationships he developed while at Kraft Heinz, but also because he understands
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`Kraft Heinz’s business, customer-retention, product development, and growth strategies.
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`43.
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`The information that Klein stole was highly confidential and was provided to him on
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`a need-to-know basis, as reflected in the policies and agreements discussed below. This information
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`is invaluable to Kraft Heinz because such financial and business strategy information is one of the
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`primary immediate and long-term drivers of Kraft Heinz’s success as a company and AFH’s success
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`as a division of Kraft Heinz.
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`44.
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`In order to protect its valuable proprietary information, Kraft Heinz, among other
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`things, requires that key executives exposed and given access to its confidential information are
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`subject to non-disclosure and confidentiality agreements.
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`45.
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`On November 19, 2019, Klein signed the Employee Confidentiality and
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`Assignment of Intellectual Property Agreement (the “Confidentiality Agreement”), which required
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`him to, among other things, keep all Kraft Heinz confidential information confidential, and not
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`retain any Kraft Heinz confidential information upon termination of his employment. Specifically,
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`the Confidentiality Agreement provides in Section I:
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`I.
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`CONFIDENTIALITY AND RESTRICTIONS ON USE
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`I understand and acknowledge that during the course of employment by KRAFT
`HEINZ, I may have access to and learn about confidential, trade secret and proprietary
`documents, materials, data and other information, in tangible and intangible form, of
`and relating to KRAFT HEINZ and its businesses which is not available to the public,
`including but not limited to, business and marketing strategies, product development,
`financial and sales data, methodologies, forecasts, operations, processes, procedures,
`policies, manuals, formulations, pricing and credit information, personnel data,
`operating systems, technical and engineering information, employee communications,
`existing and prospective customers, suppliers, investors and other third parties, plans
`for expansion or acquisitions, and evaluations, opinions and interpretations of
`information and data (“Confidential Information”). I acknowledge that the foregoing
`list is not exhaustive, and that “Confidential Information” also includes other
`information that is marked or otherwise identified as confidential or proprietary, or
`that would otherwise appear to a reasonable person to be confidential or proprietary
`in the context and circumstances in which the information is known or used. I further
`understand and acknowledge that the Confidential Information and KRAFT HEINZ’s
`ability to reserve it for the exclusive knowledge and use of KRAFT HEINZ is of great
`competitive importance and commercial value to KRAFT HEINZ, and that improper
`use or disclosure of the Confidential Information may cause irreparable harm to
`KRAFT HEINZ.
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` hereby agree and covenant to: (i) not, directly or indirectly, disclose or permit to be
`disclosed any part of Confidential Information (or any information developed or
`derived therefrom) to any third party or other employees of KRAFT HEINZ not
`having a need to know and authority to know the Confidential Information, except as
`required by my authorized employment duties with KRAFT HEINZ or as required or
`permitted by law, including, but not limited to, the National Labor Relations Act; (ii)
`not, directly or indirectly, make use of the Confidential Information for my own
`account or for the benefit of any third party, without the prior written consent of
`KRAFT HEINZ; and (iii) return to KRAFT HEINZ upon termination of my
`employment, any and all information or property of Kraft Heinz, whether in paper or
`electronic form, made or obtained by me during my employment, including but not
`limited to that pertaining to or containing any Confidential Information.
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` I
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`46.
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`Section IV of the Confidentiality Agreement contained an acknowledgment that
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`Klein’s obligations “under this Agreement shall commence immediately, and shall continue during
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`and after my employment by KRAFT HEINZ until such time as such Confidential Information has
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`become public knowledge other than as a result of breach of this Agreement.”
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`47.
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`In addition to the Confidentiality Agreement, Klein accepted the Restricted Stock
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`Unit Award Agreement (the “Award Agreement”) on March 2, 2021 at 8:06 a.m. EST. In Section
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`1 of the Restrictive Covenants Agreement, attached (and incorporated into the Award Agreement)
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`as Exhibit B to the Award Agreement, Klein promised:
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`1. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. During the
`course of Executive’s Service, Executive will have access to Confidential
`Information. For purposes of this Agreement, “Confidential Information” means all
`data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or
`not patentable or reduced to practice), innovations, improvements, know-how,
`developments, techniques, methods, processes, treatments, drawings, sketches,
`specifications, designs, plans, patterns, models, plans and strategies, and all other
`confidential or proprietary information or trade secrets in any form or medium
`(whether merely remembered or embodied in a tangible or intangible form or
`medium) whether now or hereafter existing, relating to or arising from the past,
`current or potential business, activities and/or operations of the Company, including,
`without limitation, any such information relating to or concerning finances, sales,
`marketing, advertising, transition, promotions, pricing, personnel, customers,
`suppliers, vendors, raw partners and/or competitors of the Company. Executive agrees
`that Executive shall not, directly or indirectly, use, make available, sell, disclose or
`otherwise communicate to any person, other than in the course of Executive’s
`assigned duties and for the benefit of the Company, either during the period of
`Executive’s Service or at any time thereafter, any Confidential Information or other
`confidential or proprietary information received from third parties subject to a duty
`on the Company’s part to maintain the confidentiality of such information, and to use
`such information only for certain limited purposes, in each case, which shall have
`been obtained by Executive during Executive’s Service. . . .
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`48.
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`In Section 2 of the Restrictive Covenants Agreement, Klein further promised:
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`2. NON-COMPETITION. Executive acknowledges that (i) Executive
`performs services of a unique nature for the Company that are irreplaceable, and that
`Executive’s performance of such services to a competing business will result in
`irreparable harm to the Company, (ii) Executive has had and will continue to have
`access to Confidential Information which, if disclosed, would unfairly and
`inappropriately assist in competition against the Company, (iii) in the course of
`Executive’s employment by or service to a competitor, Executive would inevitably
`use or disclose such Confidential Information, (iv) the Company has substantial
`relationships with its customers and Executive has had and will continue to have
`access to these customers, (v) Executive has received and will receive specialized
`training from the Company, and (vi) Executive has generated and will continue to
`generate goodwill for the Company in the course of Executive’s Service. Accordingly,
`during Executive’s Service and for twelve (12) months following a termination of
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`Executive’s Service for any reason (the “Restricted Period”), Executive will not
`engage in any business activities, directly or indirectly (whether as an employee,
`consultant, officer, director, partner, joint venturer, manager, member, principal,
`agent, or independent contractor, individually, in concert with others, or in any other
`manner) within the same line or lines of business for which the Executive performed
`services for the Company and in a capacity that is similar to the capacity in which the
`Executive was employed by the Company with any person or entity that competes
`with the Company in the consumer packaged food and beverage industry
`(“Competitive Business”) anywhere within the same geographic territory(ies) for
`which the Executive performed services for the Company (the “Restricted Territory”).
`. . .
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`49.
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`Klein further agreed in Section 3 of the Restrictive Covenants Agreement:
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`3. NON-SOLICITATION. During the Restricted Period, Executive agrees that
`Executive shall not, except in the furtherance of Executive’s duties to the Company,
`directly or indirectly, individually or on behalf of any other person, firm, corporation
`or other entity, solicit, aid, induce, assist in the solicitation of, or accept any business
`(other than on behalf of the Company) from, any customer or potential customer of
`the Company to purchase goods or services then sold by the Company from another
`person, firm, corporation or other entity or, directly or indirectly, in any way request,
`suggest or advise any such customer to withdraw or cancel any of their business or
`refuse to continue to do business with the Company. This restriction shall apply to
`customers or potential customers who, during the two (2) years immediately
`preceding the Executive’s termination, had been assigned to the Executive by the
`Company, or with which the Executive had contact on behalf of the Company while
`an Executive of the Company, or about which the Executive had access to
`Confidential Information by virtue of Executive’s employment with the Company.
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`50.
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`In Section 4 of the Restrictive Covenants Agreement, Klein promised:
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`4. NON-INTERFERENCE. During the Restricted Period, Executive agrees that
`Executive shall not, except in the furtherance of Executive’s duties to the Company,
`directly or indirectly, individually or on behalf of any other person, firm, corporation
`or other entity . . . (B) interfere, or aid or induce any other person or entity in
`interfering, with the relationship between the Company and its vendors, suppliers or
`customers.
`
`51.
`
`Klein further agreed in Section 7 of the Restrictive Covenants Agreement:
`
`7. RETURN OF COMPANY PROPERTY. On the date of Executive’s termination
`of Service with the Company for any reason (or at any time prior thereto at the
`Company’s request), Executive shall return all property belonging to the Company
`(including, but not limited to, any Company-provided laptops, computers, cell phones,
`wireless electronic mail devices or other equipment, or documents and property
`belonging to the Company).
`
`
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`52.
`
`The Restrictive Covenants Agreement also contained acknowledgements in Sections
`
`8 and 10 providing that:
`
`8. REASONABLENESS OF COVENANTS. In signing this Agreement, including
`by electronic means, Executive gives the Company assurance that Executive has
`carefully read and considered all of the terms and conditions of this Agreement,
`including the restraints imposed by it. Executive agrees that these restraints are
`necessary for the reasonable and proper protection of the Company and its
`Confidential Information and that each and every one of the restraints is reasonable in
`respect to subject matter, length of time and geographic area, and that these restraints,
`individually or in the aggregate, will not prevent Executive from obtaining other
`suitable employment during the period in which Executive is bound by the restraints.
`Executive acknowledges that each of these covenants has a unique, very substantial
`and immeasurable value to the Company and that Executive has sufficient assets and
`skills to provide a livelihood while such covenants remain in force. Executive further
`covenants that Executive will not challenge the reasonableness or enforceability of
`any of the covenants set forth in this Agreement, and that Executive will reimburse
`the Company for all costs (including reasonable attorneys’ fees) incurred in
`connection with any action to enforce any of the provisions of this Agreement if either
`the Company prevails on any material issue involved in such dispute or if Executive
`challenges the reasonableness or enforceability of any of the provisions of this
`Agreement. It is also agreed that the “Company” as used in this Agreement refers
`to each of the Company’s Subsidiaries and Affiliates and that each of the
`Company’s [] Subsidiaries and Affiliates will have the right to enforce all of
`Executive’s obligations to that Subsidiary or Affiliate under this Agreement, as
`applicable, subject to any limitation or restriction on such rights of the
`Subsidiary or Affiliate under applicable law. (emphasis in original)
`[…]
`
`10. REMEDIES. Executive acknowledges and agrees that the Company's remedies
`at law for a breach or threatened breach of any of the provisions of this Agreement
`would be inadequate and, in recognition of this fact, Executive agrees that, in the event
`of such a breach or threatened breach, in addition to any remedies at law, the
`Company, without posting any bond or other security, shall be entitled to obtain
`equitable relief in the form of specific performance, a temporary restraining order, a
`temporary or permanent injunction or any other equitable remedy which may then be
`available, without the necessity of showing actual monetary damages, in addition to
`any other equitable relief (including without limitation an accounting and/or
`disgorgement) and/or any other damages as a matter of law.
`
`53. When Klein became an employee of Kraft Heinz, he agreed to abide by Company
`
`policies related to information protection and systems and personal device use, including the
`
`following policies:
`
`Systems Use Policy
`
`
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` 5.5. On any termination of your employment or engagement you may be required to
`provide all your passwords,