Case 1:20-cv-00907-NRB Document 31 Filed 05/27/20 Page 1 of 24
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`FRIER LEVITT
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`A T T O R N E Y S
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` A T
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`L A W
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`Jonathan E. Levitt, Esq.
`Michelle L. Greenberg, Esq.
`Lucas W. Morgan, Esq.
`84 Bloomfield Avenue
`Pine Brook, NJ 07058
`(973) 618-1660
`Attorneys for Plaintiff: Framework MI, Inc.
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
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`Case No. 1:20-cv-00907 (NRB)
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`FIRST AMENDED COMPLAINT
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`JURY TRIAL DEMANDED
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`FRAMEWORK MI, Inc.,
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` Plaintiff,
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`CVS HEALTH CORPORATION; CVS
`PHARMACY, INC.; CAREMARK RX, LLC;
`PROCARE PHARMACY, LLC d/b/a
`ENCOMPASS RX; ENCOMPASS RX, LLC;
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`v.
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`Defendants.
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`FIRST AMENDED COMPLAINT AND JURY DEMAND
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`Plaintiff, Framework MI, Inc., (“Framework” or “Plaintiff”), by and through its attorneys,
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`FRIER LEVITT, LLC, and by way of First Amended Complaint against Defendants, CVS Health
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`Corporation (“CVS Health”); CVS Pharmacy, Inc. (“CVS Pharmacy”); Caremark RX, LLC
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`(“Caremark”); ProCare Pharmacy, LLC d/b/a Encompass RX (“ProCare”); (CVS Health, CVS
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`Pharmacy, Caremark, and ProCare are collectively referred to as (“CVS Defendants”); Encompass
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`RX, LLC (“Encompass”) (all Defendants collectively referred to as “Defendants”); herein alleges as
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`follows:
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`Case 1:20-cv-00907-NRB Document 31 Filed 05/27/20 Page 2 of 24
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`PRELIMINARY STATEMENT
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`1. Plaintiff, Framework MI, Inc., brings this First Amended Complaint in response to
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`Defendants’ improper conduct and actions, which involved the CVS Defendants improperly
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`discovering, accessing and copying Framework’s unique, proprietary software products so they
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`could be replicated, utilized, and tailored for their own financial benefit and to Framework’s
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`detriment. During the time period relevant to this dispute, the CVS Defendants acted intentionally
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`in order to advance their own agenda, to the detriment of Framework, so that it could utilize
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`Framework’s products to develop their own competing software and implement it within its own
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`specialty pharmacy network, the largest in the country. In short, the CVS Defendants’ improper,
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`dishonest, and illegal conduct has caused Framework substantial and ongoing harm.
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`THE PARTIES
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`2. Plaintiff Framework MI, Inc., is a high-end healthcare consulting and technology
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`company based in Cincinnati, Ohio and located at 9435 Waterstone Boulevard, Suite 140,
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`Cincinnati, Ohio 45249.
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`3. Although based in Cincinnati, Ohio, Framework conducts business throughout the
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`entire United States, including the State of New York where it works with numerous entities
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`including pharmacies, hospitals, and physicians. Moreover, Framework is a party to a contract with
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`the CVS Defendants that is directly related to this dispute that contains a New York choice of law
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`provision.
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`4. Defendant CVS Health Corporation is a Delaware corporation with its principal place
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`of business at One CVS Drive, Woonsocket, Rhode Island 02895.
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`5. Although CVS Health Corporation is a Delaware Corporation headquartered in Rhode
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`Island, it is well known that CVS Health conducts business throughout the entire United States
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`including throughout the State of New York.
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`Case 1:20-cv-00907-NRB Document 31 Filed 05/27/20 Page 3 of 24
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`6. By way of example, CVS has approximately twenty (20) CVS retail pharmacy locations
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`in New York City alone with countless others open and operating throughout the State of New
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`York and derives substantial revenue from these operations.
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`7. Additionally, CVS Health is a party to a contract with the Plaintiff that is directly related
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`to this dispute that contains a New York choice of law provision.
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`8. Defendant CVS Pharmacy, Inc. is a Delaware corporation with its principal place of
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`business at One CVS Drive, Woonsocket, Rhode Island 02895.
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`9. Although CVS Pharmacy is a Delaware Corporation headquartered in Rhode Island, it
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`is well known that CVS Pharmacy conducts business throughout the entire United States including
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`throughout the State of New York. By way of example, CVS has approximately twenty (20) CVS
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`retail pharmacy locations in New York City alone with countless others open and operating
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`throughout the State of New York and derives substantial revenue from these operations.
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`10. CVS Pharmacy maintains an interactive pharmacy website which solicits business from
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`customers and pharmacy patients throughout the United States, including New York.
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`11. In addition, CVS provides numerous pharmacy services by sending pharmacy related
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`items, including prescription and over-the-counter drug products, through the mail throughout the
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`entire State of New York and derives substantial revenue from these operations.
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`12. Moreover, CVS retail pharmacies as well as CVS specialty pharmacies possess and
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`maintain pharmacy licenses with the Pharmacy Unit of the New York State Education Department
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`Office of the Professions Division of Professional Licensing Services.
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`13. Additionally, CVS Pharmacy is a party to a contract with the Plaintiff that is directly
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`related to this dispute that contains a New York choice of law provision.
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`Case 1:20-cv-00907-NRB Document 31 Filed 05/27/20 Page 4 of 24
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`14. Defendant Caremark RX, LLC is a limited liability company organized and existing
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`under the laws of Delaware with its principal place of business at One CVS Drive, Woonsocket,
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`Rhode Island 02895.
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`15. Although Caremark is a Delaware limited liability corporation headquartered in Rhode
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`Island, Caremark as pharmacy benefit manager conducts extensive business throughout the State
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`of New York and derives substantial revenue from these operations.
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`16. More specifically, Caremark routinely conducts audits and investigations of pharmacies
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`operating throughout the State of New York.
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`17. Additionally, Caremark is a party to a contract with the Plaintiff that is directly related
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`to this dispute that contains a New York choice of law provision.
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`18. Defendant ProCare Pharmacy, LLC d/b/a Encompass RX is a limited liability company
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`organized and existing under the laws of Delaware with its principal place of business at One CVS
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`Drive, Woonsocket, Rhode Island 02895. The entity doing business as Encompass RX operates in
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`a space leased and located at 2700 Northeast Expressway B-800, Atlanta, Georgia 30345.
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`19. ProCare Pharmacy, LLC d/b/a Encompass RX conducts business throughout the entire
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`United States and possesses and maintains a pharmacy license with the Pharmacy Unit of the New
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`York State Education Department Office of the Professions Division of Professional Licensing
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`Services. Moreover, ProCare Pharmacy, LLC d/b/a Encompass RX regularly ships prescription
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`drug products and related materials into the State of New York in furtherance of its business
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`operations and derives substantial revenue from these operations. This is done in reliance on and
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`by utilizing Plaintiff’s copyrighted software products. In fact, Plaintiff’s copyrighted software
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`products are critical to the mail order component of ProCare Pharmacy, LLC d/b/a Encompass
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`RX’s business operations.
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`20. Additionally, ProCare Pharmacy is a party to a contract with the Plaintiff that is directly
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`related to this dispute that contains a New York choice of law provision.
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`21. Upon information and belief, Encompass RX, LLC is a limited liability company
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`organized and existing under the laws of Georgia with a principal office address of 1972 Audubon
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`Drive, Atlanta, Georgia 30329. Encompass RX, LLC conducts business throughout the entire
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`United States and possesses and/or possessed a pharmacy license with the Pharmacy Unit of the
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`New York State Education Department Office of the Professions Division of Professional
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`Licensing Services during the time period relevant to this dispute.
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`22. Moreover, Encompass RX, LLC regularly ships and/or shipped prescription drug
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`products and related materials into the State of New York in furtherance of its business operations
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`during the time period relevant to this dispute and derived substantial revenue from these
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`operations. Encompass RX, LLC accomplished these tasks in reliance on and by utilizing Plaintiff’s
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`copyrighted software products. In fact, Plaintiff’s copyrighted software products are/were critical
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`to the mail order component of Encompass RX, LLC’s business operations.
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`JURISDICTION AND VENUE
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`23. Jurisdiction is found under 28 U.S.C. § 1331 because Plaintiff asserts claims arising under
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`federal law including but not limited to under federal copyright laws found under 17 U.S.C. § 501,
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`et seq.
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`24. This court has jurisdiction over any claims arising under state law pursuant to the Court’s
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`supplemental jurisdiction found under 28 U.S.C. § 1367.
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`25. Venue is proper in this District pursuant to 28 U.S.C. § 1391 as all parties are subject to
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`jurisdiction in this District.
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`Case 1:20-cv-00907-NRB Document 31 Filed 05/27/20 Page 6 of 24
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`FACTS AND INFORMATION COMMON TO ALL COUNTS
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`Background of Framework
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`26. As mentioned, Framework is a high-end healthcare consulting and technology company
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`based in Cincinnati, Ohio. Among its various areas of specialized healthcare consulting, Framework
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`provides customized and integrated healthcare solutions to a variety of participants in the
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`healthcare and life sciences space, including to the specialty pharmacy and drug manufacturing
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`communities. Through hard work and dedication, Framework has achieved an impeccable
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`reputation and developed cutting-edge, proprietary products that help its clients maximize
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`resources and increase efficiency through their software platforms.
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`27. With an increased emphasis on decreasing the cost of healthcare throughout the United
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`States, utilizing sophisticated, high quality software technology has become critical to pharmacy
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`operations throughout the United States, most especially as it pertains to specialty pharmacy
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`operations which handle, dispense, and ship some of the most expensive drugs and medications in
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`the world.
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`28. Framework is the owner of valid and subsisting United States Copyright Registration
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`No. TXU 002175958 for Cleo Suite© (“Copyrighted Work”), issued by the United States Copyright
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`Office on January 16, 2020.
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`29. Framework’s owner and employee Brent Miles created the Copyrighted Work in or
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`around January 2015 as part and within the scope of his employment with Framework by
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`developing source code and saving it in a tangible medium, i.e. a hard drive. Because the
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`Copyrighted Work is a work made for hire within the scope of employment with Framework,
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`Framework owns any and all copyrights in the Copyrighted Work.
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`30. At all relevant times, all public references to the Copyrighted Work were accompanied
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`by an appropriate copyright notice indicating that Framework is the owner of all rights in the work.
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`Case 1:20-cv-00907-NRB Document 31 Filed 05/27/20 Page 7 of 24
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`Identified below as Exhibit A is sample product literature that has accompanied the product since
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`2015.
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`Exhibit A
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`Case 1:20-cv-00907-NRB Document 31 Filed 05/27/20 Page 8 of 24
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`31. Framework owns the exclusive rights under the Copyright Act of 1976 (17 U.S.C. §§
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`101 et seq. and all amendments thereto) (the “Copyright Act”) to reproduce, distribute, display, or
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`license the reproduction, distribution, and/or display of its pharmacy processes and software,
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`which is the subject of this action throughout the United States.
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`32. Framework has distributed the Copyrighted Work by offering the Cleo Suite© to the
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`Specialty Pharmacy Industry. This distribution of Cleo Suite© is of significant value to Framework
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`MI, Inc. and is one of its main products. The Cleo Suite© offers powerful modules, integrated
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`portals and streamlined integration and has been a tremendous success as evidenced by the April
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`2, 2015 Press Release entitled “Framework MI, Inc Proudly Makes Integrative Specialty Pharmacy
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`Workflow Tool Available Nationwide.” This press release goes on to state that “[a]fter building a
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`diverse resume of partnerships with highly influential healthcare organizations, Framework’s
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`pharmacy specific solution, Cleo Pharm is available to specialty pharmacies for the management of
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`patient information, nurse calls, pharmacy and biotech data reporting, prior authorization
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`compliance, and more.”
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`33. The Copyrighted Work includes source code for interfaces that allow for the
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`management of patient information, new patient onboarding, prior authorization, and patient
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`assistance programs including automated reminders, accurate reporting, and real time updates to
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`account for growing and changing data demands. Among its offerings, Framework can implement
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`and integrate sophisticated software systems for its pharmacy clients and each system that
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`Framework implements is guaranteed to include all-around consulting, trending resources, seamless
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`file integration, and complete customization to ensure that each of Framework’s individual client’s
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`needs are met. In ensuring that Framework’s individual client’s needs are met, Framework, by
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`extension, is ensuring that its clients’ numerous patients’ needs are met. The value of the
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`Copyrighted Work includes improved workflow, better management of revenue and audits, control
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`of manufacturing programs, fully integrated control over patient care and data, metrics and analysis,
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`productivity reports, as well as selective data portal views for pharmacists.
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`Framework’s Background Working Within the Specialty Pharmacy Space
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`34. By way of example, but not limitation, among the various types of clients that
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`Framework services are specialty pharmacies—specialty pharmacies are unique from more
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`traditional retail pharmacies because they dispense some of the most expensive and complex
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`medications and treatments for some of the most serious illnesses and disease states facing the
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`population today. Often, specialty pharmacies are treating patients who are among the sickest and
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`most vulnerable in the United States. The medicines dispensed by specialty pharmacies are on the
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`cutting edge of medical care and treatment for diseases that are among the most devastating to the
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`population, including cancer, hepatitis, HIV, as well as rare diseases that only a few years ago had
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`no treatment options.
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`35. Framework MI, Inc., has over a century of combined experience in working with
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`healthcare providers in data management, including within the specialty pharmacy space. In fact,
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`Framework’s principals have come from Executive Leadership in the healthcare field, including
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`specialty pharmacy.
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`36. Framework’s clients have realized over $200 million in revenue enhancements, millions
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`in cost savings, and assistance in processing over five billion healthcare transactions.
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`37. For specialty pharmacies, the process of acquiring, storing, gaining approval and prior
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`authorizations from insurance companies, and dispensing and managing patients’ prescribed
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`specialty medications is far more complex than medications obtained through traditional retail
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`pharmacies.
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`38. Framework’s customized software solutions are integral to the specialty pharmacy space
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`and the solutions it provides to specialty pharmacies to assist in managing and tracking the costly
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`medications dispensed by specialty pharmacies include customizable patient management systems
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`and user-friendly web portals that allow physicians, patients, payers, and drug manufacturers to
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`connect with the corresponding specialty pharmacies in an efficient and streamlined manner.
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`Background of Defendants
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`39. Defendant CVS Health Corporation is an American healthcare company that owns
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`numerous subsidiaries throughout the United States. Among CVS Health’s numerous holdings are
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`well known entities such as CVS Pharmacies and MinuteClinics. In addition to its more well-known
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`holdings, on November 28, 2018, CVS Health completed a controversial $69 billion acquisition of
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`Aetna, a managed health care company that specializes in selling traditional and consumer directed
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`health insurance along with related services including dental, vision, and disability plans. Currently,
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`CVS Health’s value is estimated at nearly $100 billion.
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`40. Upon information and belief, CVS Pharmacy was involved in CVS Health’s acquisition
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`of Encompass RX through its affiliated subsidiary ProCare Pharmacy, LLC.
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`41. Defendant Caremark RX, LLC is a pharmacy benefit manager (“PBM”) that operates
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`nationwide, with regional dominance in several geographic areas. As a PBM, Caremark processes
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`claims for insurance coverage of prescription benefits for numerous health insurance plan
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`sponsors, which include commercial insurance plans, Medicare plans, and Medicaid plans. PBMs
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`such as Caremark are major players in the delivery of healthcare in the United States. A PBM such
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`as Caremark serves as a “middleman” between pharmaceutical manufacturers and pharmacies on
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`the one hand, and health benefit providers on the other. Surprisingly, one of the other functions
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`that Caremark serves as a PBM is auditing pharmacies, including specialty pharmacies, throughout
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`the country. Thus, Caremark often has the contractual right to conduct audits of its wholly owned
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`pharmacy subsidiaries but also its pharmacy competitors. In this position, Caremark, along with its
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`related subsidiary business entities, is uniquely situated to gain a competitive advantage against its
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`competitors including by developing competing software as the owners of the largest specialty
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`pharmacy in the United States. Currently, Caremark is one of the three largest PBMs in the country.
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`Caremark is a party to the relevant contracts in this matter.
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`42. ProCare Pharmacy is a party to the contracts relevant to this matter and has knowledge
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`and information critical to the resolution of this dispute. In addition, and as discussed in greater
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`detail below, on or about May 18, 2018, ProCare purchased the assets of Encompass RX, LLC.
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`43. Encompass RX, a specialty pharmacy, is/was a party to the relevant contracts in this
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`matter. Moreover, Encompass RX sold its assets to the CVS Defendants which upon information
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`and belief included its contract with Plaintiff Framework MI, Inc.
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`Background of Framework’s Dispute with Defendants
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`44. This dispute arises out of Framework’s prior contractual consulting relationship with
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`Encompass and CVS’s subsequent purchase of Encompass through its subsidiary, ProCare, while
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`Encompass was still under the terms of its contract with Framework.
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`45. Framework and Encompass entered into a contract on August 15, 2015. The
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`Framework-Encompass contract contained numerous provisions, which highlighted among other
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`things, the importance of confidentiality and non-disclosure of Framework’s Copyrighted
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`information and trade secret software products and processes, procedures, systems, methods of
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`operation, concepts, principles.
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`46. For example, but not limitation, the Framework-Encompass contract contained a
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`“Mutual Confidentiality and Non-Disclosure” agreement which provided in relevant part that:
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`Restrictions on Confidential Information. Recipient and its directors,
`officers, employees, agents, affiliates and legal and financial advisors
`(collectively, its “Agents”) will maintain in strict confidence any
`and all proprietary information and documents, either directly or
`indirectly, in writing, electronically, orally, by inspection of tangible
`objects or otherwise unless such information has been explicitly
`designated by Provider as not Confidential Information (“Confidential
`Information”). “Confidential Information” also includes, without
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`Case 1:20-cv-00907-NRB Document 31 Filed 05/27/20 Page 12 of 24
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`limitation, technical data, trade secrets, plans for development,
`products or services, company or supplier lists, customer lists,
`customer information marketing plans, software, source code or
`documentation
`for software,
`financial documents or data,
`inventions, processes, technology and designs, including without
`limitation any documents, correspondence, processes, procedures,
`know-how and software related to Provider. This Agreement governs
`any Confidential Information disclosed to Recipient by any officer,
`director, employee, agent, affiliate of Provider. (emphasis added).
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`47. The provision of the Framework-Encompass contract excerpted above makes clear that
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`Framework proactively took steps to protect its confidential trade secrets and other proprietary
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`information, including its Copyrighted Work as it pertained to its relationship with Encompass.
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`These contract terms make clear that sharing any information with third parties directly violated
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`the Framework-Encompass contract. The software trade secrets have a specific design and are
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`highly configurable for client customization.
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`48. Framework’s trade secrets include all ideas, procedures, processes, systems, methods of
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`operation, concepts, principles, and discoveries (all of which are expressly excluded from copyright
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`protection under the Copyright Act) 17 U.S.C. § 102(b). The software trade secrets have a specific
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`design and are highly configurable for client customization. They are sought by Framework’s
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`trading partners and have added to these trading partners explosive growth. These trade secrets
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`involve methods of operation and complex data pulls and integrations for pharmacy workflow,
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`customization based on therapies, pharmacy geographic locations and internal staffing resources.
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`49. At all times, Framework maintained the confidentiality of its trade secrets, releasing them
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`in a confidential manner and only pursuant to non-disclosure agreements.
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`50. During the time that Encompass was contracted with Framework, CVS Health
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`purchased Encompass through its subsidiary, ProCare Pharmacy, LLC. Specifically, on or around
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`May 18, 2018, ProCare purchased substantially all of Encompass RX’s assets through an asset
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`purchase agreement (“APA”).
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`51. Throughout the period leading up to ProCare’s purchase of Encompass and in the
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`timeframe following the purchase, the CVS Defendants communicated with Framework on
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`multiple occasions and indicated that they were interested in contracting directly with Framework
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`so that Framework could provide Cleo Suite© and other related services to the CVS Defendants as
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`well as specialty pharmacies owned by the CVS Defendants.
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`52. During this time period Encompass communicated directly with CVS Health employees,
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`specifically Michael A. Dixon, Director, Specialty Strategy at CVS Health, who worked within CVS
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`Health’s Specialty Strategy & Acquisitions, and James McGuire who is the Senior Information
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`Technology Manager at CVS Health. Mr. Dixon, along with CVS Health’s Specialty Strategy
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`Acquisition department, focuses on the acquisition of specialty pharmacies throughout the United
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`States and with Mr. McGuire’s assistance and oversight, technologically integrating the newly
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`acquired pharmacies into the CVS Health “network” of corporately owned specialty pharmacies.
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`53. Crucially, Framework’s healthcare and pharmacy software solutions were of substantial
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`value to the CVS Defendants because the software solutions could facilitate the integration of
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`CVS’s newly acquired specialty pharmacies into its preexisting portfolio of specialty pharmacies.
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`The ability to unify numerous specialty pharmacies operating throughout the country under a single
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`corporate umbrella from a technological standpoint was of significant value to the CVS
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`Defendants.
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`54. During the time that Framework was communicating with the CVS Defendants through
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`Michael Dixon and James McGuire, Framework was reasonably led to believe that it would
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`continue to provide services to Encompass following CVS’s acquisition of Encompass. The
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`discussions between Framework and CVS included discussion and eventually negotiation of a
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`Software as a Service (“SaaS”) agreement between Framework and CVS Pharmacy.
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`55. In connection with Framework and CVS’s discussions, Framework and CVS entered
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`into a “Mutual Non-Disclosure Agreement” (“NDA”) which governed the parties’ discussions
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`during contract negotiations. Among the various provisions of the NDA was a provision entitled
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`“Nondisclosure Obligation” which required each party to maintain as confidential any information
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`that was shared or disclosed to the other.
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`56. As negotiations progressed between Framework and CVS, CVS requested that
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`Framework make changes to various processes to ensure Framework met CVS’s vendor
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`requirements. In fact, Framework was required to complete a “Vendor Questionnaire” in
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`connection with its relationship and ongoing discussions and negotiations with CVS.
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`57. On numerous occasions during the parties’ discussions, Mr. Dixon and/or Mr. McGuire
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`reassured Framework that Framework and CVS were nearing the final stages of a deal and would
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`in fact finalize a deal—on at least one occasion Mr. Dixon represented to Framework that the
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`proposed SaaS contract between Framework and CVS was completed and would be delivered to
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`Framework to review and execute.
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`58. During the time period that negotiations and discussions between Framework and CVS
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`were taking place, the CVS Defendants paid Framework $24,000 per month to continue providing
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`services to CVS’s newly acquired specialty pharmacy, Encompass. CVS repeatedly asked
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`Framework to make changes to accommodate CVS’s specific needs, including workflow, and
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`providing access to related companies. Framework complied with these requests, but only in
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`reliance on CVS’s representations that a final deal between CVS and Framework was imminent.
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`59. Despite CVS’s numerous representations and assurances, CVS never took meaningful
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`steps towards finalizing a deal with Framework—rather, over time it became apparent to
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`Framework that CVS was purposely and knowingly misleading Framework and purposely and
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`knowingly dragging out negotiations in order to buy time so that it could gain access to
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`Framework’s confidential and proprietary information contained within Framework’s system.
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`Based on this realization and CVS’s improper conduct and breach of its agreement with
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`Framework, Framework had no choice but to end contract negotiations.
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`60. Shortly after Framework was forced to end contract negotiations and discussions with
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`CVS, Framework learned that the CVS Defendants had improperly gained access to numerous
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`confidential aspects and components of Framework’s unique proprietary products.
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`61. Crucially, during the time that CVS had improperly accessed Framework’s confidential,
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`proprietary products, CVS also improperly copied Framework’s Cleo Suite©, including some of the
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`most unique components of the product including (1) Framework’s proprietary code for export
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`from the pharmacy management software to Framework’s server; and (2) the code for
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`export/connectivity with onsite FedEx.
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`62. As Framework learned more about CVS’s actions and conduct during this time period,
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`it also quickly realized that CVS’s representations were a ploy to give CVS time to gain access to
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`Framework’s confidential, Copyrighted Work, including the proprietary code(s).
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`63. Since CVS began copying and exploiting the Copyrighted work, it has offered, and
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`continues to offer, the Copyrighted work as its own i.e. the CVS HBS/SPARCS and SPRx, to
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`specialty pharmacies in its network.
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`64. CVS’s breach of contract, trust, confidence, or other duty in acquiring, using, or
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`disclosing any confidential form or portion of the software, such as the software’s source code,
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`constituted a misappropriation of trade secrets.
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`65. CVS’s conduct in improperly accessing and improperly copying Framework’s
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`Copyrighted Work violated the (1) Framework-Encompass Contract; (2) the Framework-CVS
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`NDA; and (3) numerous other laws that governed the parties’ relationship(s).
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`Case 1:20-cv-00907-NRB Document 31 Filed 05/27/20 Page 16 of 24
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`66. Upon information and belief, Defendant’s identical copying and exploitation of the
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`source code of the Copyrighted work was willful, and in disregard of, and with indifference to, the
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`rights of Framework. Upon further information and belief, Defendant’s intentional infringing
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`conduct was undertaken to reap the benefit and value associated with the Copyrighted work. By
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`failing to obtain Framework’s authorization to use the Copyrighted Work or to adequately
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`compensate Framework for the use, CVS avoided payment of license fees and other financial costs
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`associated with obtaining permission to exploit the Copyrighted Work, as well as the restrictions
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`that Framework is entitled to and would place on any such exploitation as conditions for
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`Framework’s permission, including the right to deny permission altogether.
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`67. Framework sent several emails a few days apart to CVS when it discovered CVS was
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`building a product that was an exact copy of the Copyrighted Work, objecting to CVS’s
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`unauthorized reproduction and exploitation of the Copyrighted Work. CVS subsequently admitted
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`copying the Copyrighted Work. CVS’s product is identical or substantially similar to Framework’s
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`Copyrighted Work.
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`Framework Has Tried to Resolve this Dispute in Good Faith
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`68. Despite the serious nature of CVS’s actions and conduct and with no obligation to do
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`so, in an abundance of good faith, Framework attempted to resolve this matter without the need
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`for litigation. However, CVS was unwilling to acknowledge its wrongdoing and the financial harm
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`that it caused Framework. Accordingly, Framework now files this First Amended Complaint.
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`COUNT ONE
`Breach of Contract
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`69. Plaintiff repeats and realleges each of the allegations set forth in the paragraphs above
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`as if fully set forth at length herein.
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`70. The parties had a contractual relationship with the CVS Defendants by way of the
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`Framework-Encompass contract and the NDA between Framework and the CVS Defendants.
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`Case 1:20-cv-00907-NRB Document 31 Filed 05/27/20 Page 17 of 24
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`71. The Framework-Encompass contract expressly required Encompass, including all of its
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`employees, agents, affiliates and legal advisors to maintain in strict confidence any and all
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`confidential information, including but not limited to technical data, trade secrets, products or
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`services, software, and/or source code or documentation for software.
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`72. The NDA between Framework and the CVS Defendants contained a nondisclosure
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`obligation which required both Framework and CVS to maintain as confidential any other
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`information disclosed between the parties.
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`73. At all relevant times Plaintiff complied and performed in accordance with the terms of
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`the Framework-Encompass contract and the NDA governing Framework and CVS’s relationship.
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`74. The CVS Defendants, breached the Framework-Encompass contract by violating their
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`obligations under the relevant contractual documents including the “Mutual Confidentiality and
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`Non-Disclosure” provision contained in the Framework-Encompass agreement and the
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`“Nondisclosure Obligation” contained in the Framework-CVS NDA.
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`75. As a direct and proximate result of Defendants’ various breaches, Plaintiff has suffered
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`and will continue to suffer substantial monetary damages.
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`COUNT TWO
`Breach of Implied Covenant of Good Faith and Fair Dealing
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`76. Plaintiff repeats and realleges each of the allegations set forth in the paragraphs above
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`as if fully set forth at length herein.
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`77. In every contract, there is an implied covenant of good faith and fair dealing.
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`78. Plaintiff en