Case 2:20-cv-12501-CCC-MF Document 1 Filed 09/10/20 Page 1 of 46 PageID: 1
`Case 2:20-cv-12501-CCC-MF Document 1 Filed 09/10/20 Page 1 of 46 PageID: 1
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`Sheila Woolson (#018591995)
`EPSTEIN BECKER & GREEN, RC.
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`150 College Road West, Suite 301
`Princeton, NJ 08540
`Tel: 609.455.1540
`
`Attorneys for Plaintiff Seacon Corporation
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`
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`UNITED STATES DISTRICT COURT
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`DISTRICT OF NEW JERSEY
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`SEACON CORPORATION,
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`CiVil Action No.1
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`Plaintiffs,
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`vs.
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`VERIFIED COMPLAINT
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`BASF CORPORATION,
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`
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`Defendant.
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`Plaintiff Seacon Corporation (“Seacon”) with headquarters located at 1917 John Crosland
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`Jr. Drive, Charlotte, North Carolina, by and through its counsel Epstein Becker & Green, RC.
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`and by way of this Complaint against BASF Corporation (“BASF”) hereby states as follows:
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`PRELIMINARY STATEMENT
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`1. Seacon brings this Complaint to stop BASF from misappropriating its confidential and
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`proprietary systems and production processes in violation of the parties’ Non-disclosure
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`Agreement (“NDA”), New Jersey’s Trade Secrets Act and common law.
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`2. Specifically Seacon developed the systems and methods for surface coating a BASF
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`superabsorbent polymer known as Hysorb OC T8999X and/or 6600 OC (“SAP OC”). Both
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`parties are protected by the NDA. Pursuant to that agreement, Seacon retains control over and
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`ownership of its systems and methods and this information can only be used “for the purpose of
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`the production of BASF blended superabsorbent product at Company [i.e. Seacon]”. NDA, 113.
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`Case 2:20-cv-l2501-CCC-MF Document 1 Filed 09/10/20 Page 2 of 46 PageID: 2
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`3. Thus, BASF can only use Seacon’s proprietary process if Seacon is coating the SAP OC
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`at its location. Even after the NDA expired, BASF had to maintain the confidentiality and non-
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`use of Seacon’s confidential information for ten years. BASF, however, under the guise of
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`continuing the NDA, surreptitiously began plotting and scheming to establish production of the
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`SAP DC at its Distribution Center in Houston using a third-party logistics company, Palmer
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`Logistics, in direct violation of the NDA.
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`4. Yesterday, September 8, 2020, BASF notified Seacon that it was not going to be ordering
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`any SAP OC fiorn Seacon beyond the remaining three outstanding purchase orders. While
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`BASF claimed that this termination of business was only through the end of the year, the reality
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`is that this is the first time since 2013 that BASF has not regularly ordered SAP DC from
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`Seacon. Moreover, it aligns perfectly with BASF’s plan to misappropriate Seacon’s confidential
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`coating process and cut Seacon out of the business all together.
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`5. Seacon now moves to restrain BASF from transferring the production of the SAP OC
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`using Seacon’s confidential and proprietary business information.
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`THE PARTIES
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`6. Plaintiff Seacon Corporation is a leading manufacturer and processor of specialty and
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`custom chemicals. It is incorporated in North Carolina, which is also its principal place of
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`business. Thus Seacon is a citizen of North Carolina.
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`7. Seacon develops systems and processes to solve a variety of issues in multiple industries.
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`While a successful company, its size pales in comparison to that of BASF.
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`8. BASF is self—described on its website as “the largest affiliate of BASF SE and the second
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`largest producer and marketer of chemicals and related products in North America.” BASF is
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`incorporated in Delaware and its principle place of business in North America is Florham Park,
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`New Jersey. Thus, BASF is a citizen of Delaware and New Jersey.
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`JURISDICTION AND VENUE
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`9. The Court has subject matter jurisdiction pursuant to 28 U.S.C. §l332 because the parties
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`are diverse and the amount in question exceeds the jurisdictional threshold of $75,000.
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`10. Venue is proper in this judicial district pursuant to 28 U.S.C. §l39l (b)(l) because the
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`defendant resides here.
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`FACTS COMMON TO ALL COUNTS
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`11. In or about 2008 BASF approached Seacon for assistance in developing a process to
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`manufacture the odor—controlled SAP.
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`12. As the name suggests, the point of the SAP is to absorb a great deal of moisture.
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`13. Additionally, the SAP can be coated with chemical products that delay the onset of
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`ammonia odor; this coated SAP is used in baby diapers and adult incontinence products. Odor-
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`controlled SAP is denoted “0C”.
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`14. In order for the surface coating on the SAP CC to be successful and the product useful,
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`there must be complete and homogeneous blending of various components that comprise the
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`coating.
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`15. BASF sought Seacon’s capabilities and expertise to develop the process of blending and
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`surface coating the SAP 0C.
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`16. Seacon spent five years developing the methods and processes; this included selecting the
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`best equipment, velocities, sequences, and timing to optimize the process of surface coating the
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`SAP OC.
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`17. Specifically, this development work continued from May 2008 through January 2013 and
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`consisted of a 2 metric ton trial in May 2008, a trial in March 2011, a 9 metric ton trial in March
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`2012, a 2 metric ton trial in October 2012, and the last trial, which was 4 truckloads [80 metric
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`tons] in January 2013.
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`18. The January 2013 trial was the first time Seacon invoiced BASF for manufacturing
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`services. Up until that time, from 2008—2012, Seacon absorbed all costs associated with this
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`development effort including labor, storage space, insurance, research and development efforts,
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`etc.
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`19. As set forth above, Seacon did not charge BASF for these efforts to create and optimize
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`the process, which ultimately culminated in a document known as the “Work Instructions”.
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`BASF only paid a fee per pound for the service of applying the surface coating to the SAP 0C.
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`20. Seacon did not charge BASF for the development of the Work Instructions or the
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`completed Work Instructions themselves because BASF did not own them; Seacon did.
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`21. As a result of Seacon’s efforts and processes described in the Work Instructions,
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`BASF’s SAP OC business grew to approximately 1500 metric tons per year. All of this SAP OC
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`was surface coated by Seacon in North Carolina.
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`22. BASF would ship the SAP from Houston to Seacon’s facility in North Carolina, and after
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`Seacon employed its proprietary methods and processes to apply the surface coating, Seacon
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`shipped the product back to Houston where BASF would then ship all of the SAP CC to Brazil
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`in ocean containers.
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`23. In 2015, BASF directed Seacon to load the SAP OC into ocean containers and ship
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`directly to Brazil, which Seacon did.
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`24. In December 2014, Patricia Rizzo and Ellen Azevedo of BASF Brazil visited Seacon
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`along with another BASF employee located in Charlotte—Hector Pino. Ms. Rizzo and Ms.
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`Azevedo encouraged Seacon to open a blending operation in Brazil, while Mr. Pino encouraged
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`Seacon to open an operation in Houston after the Brazil operation was up and running.
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`25. Even though Seacon agreed and even went so far as to lease industrial space in Brazil, in
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`or about 2016 BASF Brazil issued a Request for Quotation (“RFQ”) to produce the SAP OC and
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`distributed the RFQ to several contract manufacturers in Brazil, including Seacon.
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`26. BASF Brazil attached Seacon’s proprietary manufacturing process a/k/a the Work
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`Instructions to that RFQ. BASF Brazil had simply replaced Seacon’s logo with their own BASF
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`logo.
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`27. Seacon immediately protested and demanded that BASF take corrective measures.
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`28. Specifically, Sean Condren, Seacon’s President, contacted William McCormick at BASF,
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`who apologized and immediately intervened by directing BASF Brazil to protect Seacon’s
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`proprietary, confidential, trade secret information.
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`29. It was then that BASF and Seacon entered the NDA, which they made retroactive to
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`April 1, 2008, when the parties’ began their relationship. A true and accurate copy of the NDA
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`is attached hereto as Exhibit A.
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`30. The purpose of the NDA was to protect Seacon’s Work Instructions—the process by
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`which the SAP OC received its special coating. Indeed, there was no other reason to make the
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`NDA retroactive.
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`THE NDA
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`31. The NDA covered disclosure or receipt of information from BASF, Seacon or an
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`affiliate.
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`32. It defined Confidential Information as “information in any form, tangible or intangible,
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`supplied in writing, orally or by observation, which may be disclosed by a Disclosing Party to a
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`Receiving Party, which is nonpublic, proprietary, a trade secret or confidential in nature.” E. at
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`111.
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`33. It included “infrastructure, processes, evaluation, Disclosing Party site information,
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`design and/or development plans” among other categories of information. Q.
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`34. While the agreement required the parties to identify their respective confidential
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`information, importantly, the NDA provided that “information disclosed by observation or
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`inspection of products and facilities of a Disclosing Party shall be considered Confidential
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`Information without the need for the reduction to a tangible form. E. at 2.
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`35. This was included to protect Seacon because BASF personnel toured its facilities from
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`time to time to observe. In contrast, Seacon personnel never toured BASF’s manufacturing
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`facilities.
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`36. The NDA also stated “each party wishes to disclose certain Confidential Information
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`relating to superabsorbent production (the Field)”.
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`37. It further stated “Confidential Information disclosed by a Disclosing Party to a
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`Receiving Party shall be used by the Receiving Party solely for the purpose of the
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`production of BASF blended superabsorbent product at Company (the Purpose).”
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`38. In other words, BASF could only use SEACON’s Confidential lnfonnation in connection
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`with the production of the SAP by SEACON, no one else—including its affiliates.
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`39. The NDA granted Seacon both confidentiality and exclusivity.
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`40. This makes sense since BASF never paid for the development of the Work Instructions or
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`the Work Instructions themselves.
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`Case 2:20-cv-12501-CCC-MF Document 1 Filed 09/10/20 Page 7 of 46 PageID: 7
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`41. The Agreement’s term was from April 1, 2008 to April 1, 2018.
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`42. However, the parties agreed “to retain Confidential Information in strict confidence and
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`exercise all reasonable steps to safeguard the confidentiality of the Confidential Information
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`received from the Disclosing Party and shall neither disclose nor use such information in a
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`manner other than the Purpose, during the Term and for a period of ten (10) years
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`thereafter.” I_d. at 5.
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`43. Thus, even after the NDA expired, BASF had no right to use or disclose Seacon’s
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`Confidential Information.
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`44. No right or license was provided to either party other than as set forth in the NDA. E- at
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`45. The Parties also recognized that a breach of the NDA could lead to irreparable harm and
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`that either party was entitled to seek injunctive and equitable relief to prevent or restrain a
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`breach. E- at 15.
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`46. The parties further agreed that New Jersey law would apply to the NDA and that any
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`litigation surrounding it would occur in New J ersey’s courts. E. at 14.
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`BASF Begins Obfuscating
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`47. Following the entry of the NDA, the relationship between BASF and Seacon returned to
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`normal, or so Seacon reasonably believed.
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`48. In 2019, Seacon was still processing the SAP OC pursuant to the NDA.
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`49. In February 2019, Maximiliano Miquelarena, BASF’s Regional Marketing and Insights
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`Manager, began pressing Seacon for information about its proprietary manufacturing process and
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`methods.
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`It should be noted that Mr. Maquelarena visited Seacon with Hector Pino and
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`inspected our SAP OC production line on December 7, 2018.
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`50. On February 7, 2019, he asked Christy McDaniel, Seacon’s Director of Operations, for
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`the specifications .
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`that Seacon uses to process the SAP OC. A true and accurate
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`copy of that email thread is attached hereto as Exhibit B.
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`51. Mr. Miquelarena first claimed that BASF needed this information for a “TDS” or a
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`Technical Data Sheet.
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`Id.
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`52. When Mr. Condren, Seacon’s President, pointed out that a TDS is a public document and
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`not within the scope of the NDA, Mr. Miquelarena then changed course and claimed the
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`information was for internal use only. M. Mr. Condren, believing BASF was honoring the
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`NDA, provided some general information in response.
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`53. Then in August Mr. Miquelarena requested that Seacon provide a sample of the SAP OC
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`to BASF in Germany to evaluate product consistency. Notably, BASF ignored Seacon’s request
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`for feedback on the study. A true and accurate copy of this email thread is attached hereto as
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`Exhibit C.
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`54. In October 2019, Mr. Miquelarena again peppered Seacon with questions. While he
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`claimed to be responding to Seacon’s request for feedback on the consistency study, he was
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`instead asking for confirmation about specific process settings and seeking information on the
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`types of equipment that Seacon uses.
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`55. While Seacon confirmed the details that Mr. Miquelarena had already found on Seacon’s
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`confidential Work Instructions document, it did not provide additional information about the
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`equipment.
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`56. In response, Mr. Miquelarena claimed that “We have an NDA in place, therefore it is
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`not risk sharing information.” (sic) (emphasis added). He claimed that BASF was
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`experiencing variations in the product with other manufacturers—who of course would
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`not/should not have been using Seacon’s methodology.
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`57. When Mr. Condren sought more information about the variations, Mr. Miquelarena cut
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`him off, complaining that he was “not answering the question.” E.
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`58. It turns out it was BASF that was not answering the question; instead, it was lying to
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`Seacon about the reason for its questions and its intentions to honor the NDA.
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`59. Eventually Seacon serendipitously learned what BASF was actually doing—it was
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`planning to move the production of the SAP OC using Palmer Distribution in Houston in third
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`quarter 2020, and it was building a production line intended to implement Seacon’s proprietary,
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`confidential, trade secret process.
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`60. Seacon discovered this through an email sent to Ms. McDaniel. The email was a routine
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`exchange, however in an earlier thread, one to which Ms. McDaniel was not a party, a BASF
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`employee discussed BASF’S plan to move the SAP OC production to Houston.
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`61. Suddenly the reasons for Mr. Miquelarena pressing for information became clear. BASF
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`was planning to misappropriate Seacon’s proprietary, confidential, trade secret methods and
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`processes in order manufacture the SAP GO in Houston in violation of the NDA.
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`62. At that time, Seacon was still manufacturing SAP for BASF. Indeed BASF has not yet
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`transferred the manufacturing of SAP CC to Houston so Seacon is still manufacturing SAP 0C.
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`63. Despite the current pandemic, Mr. Condren wrote to BASF trying to resolve the matter.
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`A true and accurate copy of that June 11, 2020 letter is attached hereto as Exhibit D.
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`64. BASF claimed to be investigating the matter in June. A true and accurate copy of the
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`June 26, 2020 letter from Parthiv Amin, BASF’s Vice President Business Management Industrial
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`Petrochemicals is attached as Exhibit E.
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`65. However, one month later Mr. Amin claimed that BASF had provided all of the
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`information found in the Work Instructions to Seacon. A true and accurate copy of this July 24,
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`2020 letter is attached hereto as Exhibit F.
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`66. Of course, if that were true, BASF would have known what type of equipment to use and
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`what settings to use on the equipment, etc. and there would have been no reason for Mr.
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`Miquelarena to try to obtain this information from Seacon through misleading questions and
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`subterfuge or his invocation of the NDA.
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`67. Furthermore, BASF entered the NDA after its affiliate attempted to misappropriate the
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`Work Instructions in an effort to correct its previous mistakes and to protect Seacon going
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`forward.
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`68. Seacon pointed this out to BASF in its August 13, 2020 response in which it stated
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`clearly that BASF provided only the formulation for SAP. “Seacon developed and optimized the
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`manufacturing process over the course of five years at our own expense.” Furthermore, “the
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`contents of the entire document [the Work Instructions] should be maintained as confidential
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`pursuant to the Confidentiality Agreement.” A true and accurate copy of this letter is attached
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`hereto as Exhibit G.
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`69. That Seacon developed the Work Instructions is obvious from its production records from
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`the initial trials. A true and accurate copy of a production record related to these trials is
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`attached hereto as Exhibit H. This is a highly sensitive document that can only be provided to
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`Defendant pursuant to a Confidentiality Discovery Order limiting its disclosure to “Attomeys’
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`Eyes Only”.
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`70. It is also obvious from the fact that BASF never paid for the development of the Work
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`Instructions or the Work Instructions themselves. A true and accurate copy of Seacon’s first
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`invoice to BASF dated January 21, 2013 is attached hereto as Exhibit 1.
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`71. BASF repeated its position on August 21, 2020, claiming that it developed the process. A
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`true and accurate copy of that letter from Mr. Amin is attached hereto as Exhibit J.
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`72. However, Seacon has continued to receive inquiries from BASF personnel regarding
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`details of the process that BASF now claims to have developed, but about which it knows
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`nothing. A true and accurate copy of such an email dated August 27, 2020 is attached hereto as
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`Exhibit K.
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`73. On September 8, 2020, BASF notified Seacon that for the first time since 2013, it would
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`not be placing any additional orders for SAP OC through the end of the year. This aligns
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`perfectly with BASF’s plan to cut Seacon out of its own coating process and to misuse Seacon’s
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`Work Instructions in connection with its plan to move the coating process to Houston with
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`Palmer.
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`74. Accordingly, Seacon has no choice but to proceed with litigation.
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`COUNT I
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`Breach of Contract
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`(NDA)
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`75. Seacon repeats and incorporates the allegations in the preceding paragraphs as if set forth
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`at length.
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`76. The NDA is a valid contract between Seacon and BASF.
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`77. Pursuant to the NDA, BASF was only permitted to use Seacon’s Confidential
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`Information for the production of the SAP OC at Seacon’s facility. Ex. A.
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`78. Neither BASF nor any of its affiliates is permitted to use Seacon’s Confidential
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`Information to manufacture the SAP OC at its own plants or those of other
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`manufacturers/processors.
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`79. Seacon’s Confidential Information included the processes and methods used to apply the
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`OC coating to the SAP.
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`80. This is clear from the NDA and from common sense.
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`81. The NDA was entered in 2015/2016 to remedy BASF’s improper attachment of Seacon’s
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`Work Instructions to an RFQ and made retroactive to 2008. There would have been no need to
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`do this if BASF owned the Work Instructions.
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`82. Further, to this day, BASF still does not know the details of the Work Instructions and
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`keeps requesting information from Seacon.
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`83. Despite knowing this, BASF now refuses to recognize Seacon’s confidential and
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`proprietary information and instead is misappropriating it for use in its Houston plant.
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`84. BASF’s breach of the NDA is causing irreparable harm and other damages to Seacon.
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`85. According, BASF must be restrained from using Seacon’s proprietary Work Instructions.
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`COUNT II
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`BREACH OF THE IMPLIED COVENANT
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`OF GOOD FAITH AND FAIR DEALING
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`86. Seacon repeats and incorporates the allegations in the preceding paragraphs as if set forth
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`at length.
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`87. The NDA contains an implied covenant of good faith and dealing.
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`88. BASF has materially breached this implied covenants of good faith and fair dealing and
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`deprived Seacon of the benefits of its bargains with it.
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`89. In particular, BASF has lied and engaged in subterfuge and evasion in order to deny
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`Seacon the benefits to which it is entitled under the NDA.
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`90. BASF has acted in bad faith, attempting to mislead Seacon into disclosing the details of
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`its proprietary Work Instructions by claiming that they were protected under the NDA and that
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`there was no risk to Seacon, while at the same time it was preparing to misappropriate the Work
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`Instructions for their own use.
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`91. BASF’S conduct has caused Seacon to experience irreparable harm and other damages.
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`COUNT III
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`VIOLATION OF NEW JERSEY’S TRADE SECRET ACT
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`92. Seacon repeats and incorporates the allegations in the preceding paragraphs as if set forth
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`at length.
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`93. Seacon expended substantial effort and cost
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`to develop its designs, products, and
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`processes—including the Working Instructions. Seacon uses this information in its business to
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`attract and retain customers.
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`94. This information is extremely important to the success of Seacon’s business.
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`95. Moreover, this information is not ascertainable to persons outside Seacon.
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`96. Accordingly, the Working Instructions, information, constitutes Seacon’s trade secrets, as
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`defined by New Jersey law.
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`97. Under the NJTSA, a trade secret is defined as:
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`information, held by one or more people, without regard to form,
`including a formula, pattern, business data compilation, program,
`device, method, technique, design, diagram, drawing, invention,
`plan, procedure, prototype or process, that:
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`(1) Derives independent economic value, actual or potential, from
`not being generally known to, and not being readily ascertainable by
`proper means by, other persons who can obtain economic value
`from its disclosure or use; and
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`that are reasonable under
`the subject of efforts
`Is
`(2)
`circumstances to maintain its secrecy.
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`the
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`N.J. Stat. §56.15-2.
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`98.
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`In addition, Seacon has highly specialized expertise in the development of
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`manufacturing and processing specialty and custom chemicals, including the process of coating
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`polymers like SAP 0C.
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`99.
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`Seacon closely guards such information and it is not generally known in the
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`industry. If a competitor in this field were given or had taken such information, it would have an
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`unfair advantage in competing with Seacon because it would have the information without having
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`made the investment of time and money that Seacon did to collect and protect it.
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`100. During the course of their relationship, Seacon shared with, or gave access to,
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`confidential and proprietary business information—the Working Instructions--to BASF. This was
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`done with the understanding that such information was confidential and to be used solely in
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`accordance with the parties’ NDA.
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`101.
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`Seacon communicated trade secrets, such as the Working Instructions. to BASF in
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`confidence. BASF executed the NDA memorializing that understanding.
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`102. Nevertheless, BASF knowing the confidential nature of this information, has
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`misappropriated and threatens to disclose and use Seacon’s trade secrets to its competitive
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`advantage, and continues to do so, in violation of the New Jersey Trade Secrets Act, N.J.S.A.
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`56215-1, et seq.
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`Case 2:20-cv-12501-CCC-MF Document 1 Filed 09/10/20 Page 15 of 46 PageID: 15
`Case 2:20-cv-12501—CCC-MF Document 1 Filed 09/10/20 Page 15 of 46 PageID: 15
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`103.“Misappropriation” is defined under the New Jersey statute to including, independently,
`
`acquisition, disclosure or use:
`
`(1) Acquisition of a trade secret of another by a person who knows
`or has reason to know that the trade secret was acquired by improper
`means; 01'
`
`(2) Disclosure or use of a trade secret of another without express or
`implied consent of the trade secret owner by a person who:
`
`used improper means to acquire knowledge of the trade
`(a)
`secret; or
`
`at the time of disclosure or use, knew or had reason to know
`(b)
`that the knowledge of the trade secret was derived or acquired
`through improper means; or
`
`before a material change of position, knew or had reason to
`(c)
`know that it was a trade secret and that knowledge of it had been
`acquired through improper means.
`
`N.J. Stat. §56.15-2.
`
`104. Under New Jersey’s trade secret’s statute, “improper means” means the theft,
`
`bribery, misrepresentation, breach or inducement of a breach of an express or implied duty to
`
`maintain the secrecy of, or to limit the use or disclosure of, a trade secret, or espionage through
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`electronic or other means, access that is unauthorized or exceeds the scope of authorization, or
`
`other means that violate a person’s rights under the laws ofthis State. N.J. Stat. §56.15—2.
`
`105. Under the NJTSA, the Court may enjoin the actual or threatened misappropriation
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`ofa trade secret. N.J. Stat. §56.15-3(a).
`
`106.
`
`BASF, knowing the confidential nature of this information, threatens to disclose
`
`and use Seacon trade secrets, the Work Instructions, to its own competitive advantage.
`
`Firm:5128]252v2
`
`15
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`

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`Case 2:20-cv-12501-CCC-MF Document 1 Filed 09/10/20 Page 16 of 46 PageID: 16
`Case 2:20-cv-12501—CCC-MF Document 1 Filed 09/10/20 Page 16 of 46 PageID: 16
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`107.
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`BASF’S theft of Seacon’s Work Instructions has, as a matter of fact and of legal
`
`presumption, caused, threatens to cause, and continues to cause and threaten to cause irreparable
`
`injury and harm to Seacon’s property and business.
`
`108.
`
`The aforesaid conduct of BASF was committed willfully, knowingly, maliciously,
`
`and in conscious disregard for legal obligations to Seacon.
`
`COUNT IV
`
`UNFAIR COMPETITION
`
`109.
`
`Through its unlawful conduct, BASF has unfairly competed with Seacon in
`
`Violation of ordinary business norms and rules of the game.
`
`110.
`
`This includes misrepresenting its reasons for seeking information, misusing
`
`Seacon’s confidential business information, representing that disclosures would be protected
`
`when BASF had no intention of protecting the information being sought from Seacon.
`
`111.
`
`As a result of BASF’s conduct, Seacon has suffered irreparably harm and
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`substantial damages.
`
`WHEREFORE, Plaintiff demands judgment in its favor and against Defendant including
`
`a. Preliminary and permanent injunction restraining BASF from using or disclosing
`
`Seacon’s confidential information;
`
`b. Requiring BASF to return all copies of the Working Instructions
`
`0. Damages;
`
`d. Attorneys’ fees and costs;
`
`6. Pre and Post—judgment interest;
`
`f.
`
`Such other relief as this Court deems equitable and just.
`
`Finn:5l28l252v2
`
`16
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`

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`Case 2:20-cv-12501-CCC-MF Document 1 Filed 09/10/20 Page 17 of 46 PageID: 17
`Case 2:20-cv-12501-CCC-MF Document 1 Filed 09/10/20 Page 17 of 46 PageID: 17
`
`EPSTEIN BECKER & GREEN, PC.
`Attorneys for Plaintiffs
`
`By:
`
`
`/s/Shei1a Woolson
`SHEILA WOOLSON
`
`150 College Road West
`Suite 301
`
`Princeton, NJ 088540
`
`(609) 455-1540
`
`Dated: September 9, 2020
`
`DEMAND FOR JURY TRIAL
`
`Plaintiff demands a jury trial on all issues so triable.
`
`EPSTEIN BECKER & GREEN, P.C.
`Attorneys for Plaintiff
`
`/s/Shei1a Woolson
`By:
`SHEILA WOOLSON
`
`150 College Road West
`Suite 301
`
`Princeton, NJ 088540
`
`(609) 455-1540
`
`Dated: September 9, 2020
`
`CERTIFICATION PURSUANT TO LOCAL RULE 11.2
`
`I hereby certify that the matter in controversy is not the subject of any action pending in
`
`this court or any other court, arbitration or administrative proceeding.
`
`Firm:5 I28 l252v2
`
`17
`
`EPSTEIN BECKER & GREEN, P.C.
`Attorneys for Plaintiff
`
`

`

`Case 2:20-cv-12501-CCC-MF Document 1 Filed 09/10/20 Page 18 of 46 PageID: 18
`Case 2:20-cv-12501—CCC—MF Document 1 Filed 09/10/20 Page 18 of 46 PageID: 18
`
`
`/s/Shei1a Woolson
`By:
`SHEILA WOOLSON
`
`150 College Road West
`Suite 301
`
`Princeton, NJ 088540
`
`(609) 455-1540
`
`Dated: September 9, 2020
`
`Firm:5 [281252v2
`
`18
`
`

`

`Case 2:20-cv-12501-CCC-MF Document 1 Filed 09/10/20 Page 19 of 46 PageID: 19
`Case 2:20-cv-12501—CCC-MF Document 1 Filed 09/10/20 Page 19 of 46 PageID: 19
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`VERIFICATION
`
`1, Scan. Ev Condrcn,,-hezeby~ verify and certify-undeFSZS USC $114610; the following:
`
`facts:
`
`1.
`
`'2',
`
`:I‘ am the President of Season Corporalian.
`
`"I have read the foregoing :cpmgjlaim and 1: verify;E baSed on my" personal
`
`knowicdge, the [words and .inl‘onnaticn 11mimnined by Seacon ‘tgb which I have acriess‘ that the
`
`facts stated in the Complaint are; true;
`
`I 'ecrti fy under penalty of perjury [lull the foregoing is, true:and correct.
`
`SEAN E. CON DizlzN
`
`Dated: September
`
`3
`
`,2020’
`
`Error! Unknown document properly n‘a‘mt.
`
`19
`
`

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`Case 2:20-cv-12501-CCC-MF Document 1 Filed 09/10/20 Page 20 of 46 PageID: 20
`Case 2:20-cv-12501—CCC—MF Document 1 Filed 09/10/20 Page 20 of 46 PageID: 20
`
`EXHIBIT A
`
`

`

`Case 2:20-cv-12501-CCC-MF Document 1 Filed 09/10/20 Page 21 of 46 PageID: 21
`Case 2:20-cv-12501-CCC-MF Document 1 Filed 09/10/20 Page 21 of 46 PagelD: 21
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`CONFIDENTIALITY AGREEMENT
`
`THIS CONFIDENTIALITY AGREEMENT (this "Agreement”) entered into as of April 1, 2008
`("Effective Date”) by and between BASF CORPORATION, a corporation having an office and place of
`business at 100 Park Avenue, Florham Park, New Jersey 07932 ("BASF”), and Seacon Corporation, a
`corporation having an office and place of business at 1917 John Crosland Jr. Drive, Charlotte, NC
`28208 ("Company"). BASF and Company may be referred to in this Agreement individually as a
`"Party" or collectively as “Parties.”
`
`The Parties agree as follows:
`
`the noted terms shall have the following meanings:
`the purpose of this Agreement,
`For
`1.
`"Disclosing Party" means a Party or Party's Affiliate to this Agreement which supplies Confidential
`Information (as hereinafter defined) to the other Party to this Agreement; "Receiving Party" means a
`Party or Party's Affiliate to this Agreement which receives Confidential Information from a Disclosing
`Party; "Confidential Information" means information in any form, tangible or intangible, supplied in
`writing, orally or by observation, which may be disclosed by a Disclosing Party to a Receiving Party,
`which is nonpublic, proprietary. a trade secret or confidential in nature; and "Affiliate" shall mean (i) any
`corporation, company or entity which owns or controls directly or indirectly fifty percent or more (250%)
`of shares or stocks outstanding of the Party at issue, (it) any corporation, company or entity of which
`fifty percent or more (250%) of shares or stocks outstanding are owned or controlled directly or
`indirectly by the Party at issue, or (iii) any corporation, company or entity which is under the control.
`directly or indirectly, of one or more corporations, companies or entities falling within the meaning of (i)
`
`and (ii).ofthis_F_’aragraph._._...-.
`.
`.
`. _._
`______ _
`.
`..__..
`
`2. Confidential Information disclosed by a Disclosing Party to a Receiving Party shall be identified In
`writing or other tangible form at the time of disclosure, or within thirty (30) days of non—wri