Case: 1:21-cv-00794-PAB Doc #: 1-1 Filed: 04/14/21 1 of 24. PageID #: 5
`
`EXHIBIT 1
`
`

`

`Case: 1:21-cv-00794-PAB Doc #: 1-1 Filed: 04/14/21 2 of 24. PageID #: 6
`
`•
`
`._ .•• '·,. . \
`
`, ~· . ,
`
`"w'. '.
`
`I
`
`IN THE COURT OF COMMON PLEAS
`MEDINA COUNTY, OHIO
`
`;"
`
`'
`
`•..
`
`•• • . , ' i
`
`.
`'COMHC3H FLEAS cdUt~r
`2021 MAR 1·2 PM 3: 23
`
`YOST FOODS, INC.
`2795 Westway Drive
`Brunswick, Ohio 44212
`
`Plaintiff,
`
`vs.
`
`BUNGE NORTH AMERICA, INC.
`c/o Corporation Service Company,
`Statutory Agent
`50 West Broad Street, Suite 1330
`Columbus, Ohio 43215
`
`Defendant.
`
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`
`VERIFIED COMPLAINT FOR
`BREACH OF CONTRACT,
`QUANTUM MERUIT, UNJUST
`ENRICHMENT, TORTIOUS
`INTERFERENCE, AND
`MISAPPROPRIATION OF TRADE
`SECRETS
`
`(JURY DEMAND ENDORSED
`HEREON)
`
`For its Complaint against Defendant Bunge North America, Inc. ("Defendant" or
`
`"Bunge"), Plaintiff Yost Foods, Inc. ("Plaintiff' or "Yost") states as follows:
`
`INTRODUCTION
`
`1.
`
`This action concerns Defendant Bunge's misappropriation of Plaintiff Yost
`
`Foods, Inc. 's trade secrets, intentional violation ofits confidentiality agreement with Yost, and
`
`its tortious interference with Yost's business relationship with one of Yost's customers.
`
`2.
`
`Yost seeks monetary and equitable relief, to protect its valuable business
`
`relationships, confidential infonnation, and goodwill.
`
`PARTIES
`
`3.
`
`Plaintiff Yost is an Ohio corporation that maintains its principal place of business
`
`in Brunswick, Medina County, Ohio.
`
`4.
`
`Defendant Bunge is, upon infonnation and belief, a New York corporation with its
`
`principal place of business located in Chesterfield, Missouri.
`
`00990294·1
`
`FILED
`DAVID B. WADSWORTH
`MEOIHA. COUNTY
`
`0.
`
`CASE NO.:
`
`.
`
`JUDGE:
`
` C~~RK OF COURTS
`2 1 f'ti g \.f 0 ")
`~ 8 ~ - ~= I c.
`1.IOYCE V. f\fMBLER, JUC{;f:
`
`

`

`Case: 1:21-cv-00794-PAB Doc #: 1-1 Filed: 04/14/21 3 of 24. PageID #: 7
`
`JURISDICTION AND VENUE
`
`5.
`
`Pursuant to R.C. 2307.39, this Court has jurisdiction over this action and venue
`
`herein is proper because the contract in dispute in the matter is governed by Ohio law and provides
`
`that venue is proper in any state or federal cou11 located in Ohio.
`
`FACTS
`
`The Confidentialitv and Business Agreement
`
`6.
`
`Yost is an industry leader in custom food ingredient manufacturing and distribution.
`
`Yost is an Ohio corporation with its principal place of business located in Medina County, Ohio.
`
`7.
`
`Defendant Bunge is a global leading agribusiness and food company with
`
`integrated operations throughout the world.
`
`8.
`
`On August 17, 2009, Yost entered into a Confidentiality and Business Agreement
`
`with CFS West Foods, a margarine manufacturer and subsidiary of The C.F. Sauer Company (the
`
`"Agreement"). A copy of Yost's Confidentiality and Business Agreement with CFS West Foods
`
`dated August 17, 2009 is attached as Exhibit A and incorporated herein by reference.
`
`9.
`
`Under Section 1 of the Agreement, both parties to the Agreement, Yost and CFS
`
`West Foods, acknowledged each would receive proprietary infonnation from the other to (a)
`
`detennine whether to transact business with the other, and (b) to perfonn their respective
`
`obligations should the parties agree to enter into a business relationship.
`
`bd1 party ackm1'.•::(!dgc~ :h;:1 l! w:li r..:c::t" t: ccnam l'l\OPRIET:\I~ Y INFO!Cvt,\'f[c )~.;. which it
`will use solely !tll thr Jll!IJh)~<: of cL·t::lllllll:n~ v.:;c:i:c: !l \l'i~hc.s t•l <":lit:! ml<J « T1~n:.;:c?to;~ with
`:he o'.!1cr tJJ for the: pti!]K):;c of pt:rfonm11g its obl1gat1ons with 1cspcct to any Trn11~11ct1011 1ha1 the
`panics !IJJ y cmcr : nto.
`
`(Exhibit A.)
`
`00990294-1
`
`2
`
`

`

`Case: 1:21-cv-00794-PAB Doc #: 1-1 Filed: 04/14/21 4 of 24. PageID #: 8
`
`10.
`
`According to Section 2 of the Agreement, each party to the Agreement is prohibited
`
`from either disclosing the other pai1y's proprietary infonnation to a third-party, or from using the
`
`other's proprietary information for its own benefit. Id.
`
`11.
`
`These prohibitions and covenants in the Agreement pertaining to proprietary
`
`infonnation were to remain enforceable even after the tennination of the parties' business
`
`relationship as set forth in Section 9 of the Agreement. Id.
`
`12.
`
`Upon entering into the Agreement or soon thereafter, Yost and CFS West Foods
`
`commenced a business relationship wherein Yost would pay CFS West Foods to co-pack and
`
`manufacture margarine product for Yost that Yost would sell to its customers, including.
`
`Bunge's Obligations Under the Confidentiality and Business Agreement
`
`13.
`
`On or before September 9, 2011, Defendant Bunge acquired The C.F. Sauer
`
`Company's margarine assets to include CFS West Foods. After acquiring CFS West Foods,
`
`Defendant Bunge became CFS West Foods' successor and continued with CFS West Foods'
`
`margarine manufacturing but did so under Defendant's name. A copy of Defendant Bunge's
`
`customer letter am1ouncing the acquisition of The C.F. Sauer Company's margarine production
`
`and packaging assets dated September 9, 2011 is attached as Exhibit B and incorporated herein
`
`by reference.
`
`14.
`
`According to Section 12 of the Agreement, Defendant Bunge, as successor to CFS
`
`West Foods, was bound by the Agreement and prohibited from either disclosing Yost's proprietary
`
`infonnation to a third-party, or from using it for Bunge's own benefit.
`
`! 2.
`
`·rhis .'\g1cciH~111 shall avt b\: ;t.4's1~nL"tl b:.· u p:uty \vithout t!i~ otht"! p2.rly·~ prior ·.vr!Ht:n coa~cat.
`a11d shall be birnlmg up1.111 :rnd inure to the bent: fit of both p:1r11cs and their ~ucccssors.
`
`00990294-1
`
`3
`
`

`

`Case: 1:21-cv-00794-PAB Doc #: 1-1 Filed: 04/14/21 5 of 24. PageID #: 9
`
`(Exhibit A.)
`
`15.
`
`From September 2011 through July 2020, Yost and Defendant Bunge continued the
`
`same business relationship Yost maintained with CFS West Foods as contemplated and
`
`memorialized in the Agreement, wherein Defendant Bunge would co-pack and manufacture
`
`margarine product for Yost that Yost would sell to its customers.
`
`16.
`
`Over the years, one of Yost's most popular margarine ~roducts Defendant co-packs
`
`and manufactures for Yost has been Yost's 80% Uncolored Liquid Margarine ("80% ULM"),
`
`which contains a certain amount of a proprietary flav01ing ingredient solely produced by Yost
`
`known as FL8035 ("FL8035").
`
`17.
`
`Due to the nature of the business relationship between Defendant and Yost,
`
`Defendant gained access to and intimate knowledge of Yost's proprietary infonnation and trade
`
`secrets including business, financial and economic infonnation developed by Yost for current
`
`customers, product concepts, customer lists, as well as know-how, documents, processes,
`
`proprietary infonnation, and costs related to FL8035 used in the manufacture of 80% ULM for
`
`Yost.
`
`18.
`
`All of this information is confidential and prop1ietary, is not publicly known, has
`
`been generated and cultivated over many years, and gives Yost a significant competitive advantage
`
`over its competitors.
`
`19.
`
`Yost has engaged in reasonable efforts to preserve the secrecy of its confidential
`
`and proprietary infonnation.
`
`00990~94-1
`
`4
`
`

`

`Case: 1:21-cv-00794-PAB Doc #: 1-1 Filed: 04/14/21 6 of 24. PageID #: 10
`
`Bunge's Wrongful Conduct
`
`20.
`
`During the business relationship between Yost and Defendant, Bob Evans Fanns
`
`Inc. ("BEF"), one of Yost's longstanding customers, regularly purchased large quantities of 80%
`
`ULM from Yost for use in popular BEF product(s). BEF specifically purchases 80% ULM because
`
`of the unique flavoring FL8035 provides to BEF's products.
`
`21.
`
`Sometime between July 21, 2020 and August 14, 2020, BEF unexpectedly notified
`
`Yost that it would no longer be purchasing 80% ULM from Yost to flavor BEF's products and
`
`would be going a different direction (the "BEF Termination"). The BEF Tennination was
`
`astonishing to Yost because BEF had been one of Yost's best customers and Yost had a contractual
`
`and business relationship with BEF spanning over a decade.
`
`22.
`
`On August 28, 2020, within weeks of the BEF Termination, Defendant placed a
`
`surprisingly large order with Yost for FL8035.
`
`23.
`
`Upon investigation, Yost discovered that Defendant Bunge had secured BEF's
`
`business from Yost by offering to sell to BEF the same 80% ULM to BEF at a lower p1ice than
`
`Yost sold to BEF.
`
`24.
`
`Upon information and belief, Defendant Bunge used Yost's proprietary information
`
`and trade secrets (e.g., business, financial and economic infonnation developed by Yost; and
`
`documents, processes, proprietary information, and costs related to FL8035 used in the
`
`manufacture of 80% ULM) obtained dming its business relationship with Yost to undercut Yost
`
`and secure BEF's business.
`
`00990~94-1
`
`5
`
`

`

`Case: 1:21-cv-00794-PAB Doc #: 1-1 Filed: 04/14/21 7 of 24. PageID #: 11
`
`25.
`
`To undercut Yost and secure BEF's business, Defendant either disclosed Yost's
`
`proprietary infonnation and trade secrets to BEF or used Yost's proprietary infonnation and trade
`
`secrets for its own benefit to secure BEF's business from Yost.
`
`26.
`
`Defendant Bunge intentionally and materially breached the Agreement by either
`
`disclosing Yost's proprietary infon11ation and trade secrets to BEF or using Yost's proprietary
`
`infonnation and trade secrets to undercut Yost and steal BEF as a customer.
`
`27.
`
`Defendant Bunge intentionally concealed its plans to steal BEF's business from
`
`Yost.
`
`28.
`
`Upon learning of Defendant Bunge's breach of the Agreement, Yost's legal counsel
`
`sent Bunge a cease and desist letter, reminding them of their contractual obligations and infonning
`
`them that Yost intended to enforce those obligations.
`
`29.
`
`Despite this, Bunge's violations of its contractual restrictions continued.
`
`30.
`
`Defendant Bunge has profited from Yost's confidential, proprietary and trade secret
`
`information.
`
`31.
`
`Unless enjoined, Defendant Bunge will continue to breach the Agreement, will
`
`continue to tortiously interfere with Yost's business relationships, and will continue to use Yost's
`
`trade secrets and confidential and prop1ietary infonnation.
`
`32.
`
`Although the full extent of the hann suffered by Yost as a result of Bunge's above-
`
`mentioned conduct is unquantifiable and irreparable, Yost has suffered no less than one million
`
`one hundred eighty-six thousand four hundred fifty-nine dollars and forty-seven cents
`
`($1,186,459.47) in monetary damages.
`
`00990294-1
`
`6
`
`

`

`Case: 1:21-cv-00794-PAB Doc #: 1-1 Filed: 04/14/21 8 of 24. PageID #: 12
`
`33.
`
`Yost is entitled to injunctive relief and damages sustained as a result of Defendant
`
`Bunge's breach of the Agreement, misappropriation of Yost's confidential and trade secret
`
`information, interference with Yost's business relationship with BEF, as well as the additional
`
`relief, as set forth below.
`
`COUNT ONE - BREACH OF CONTRACT
`
`34.
`
`Yost incorporates herein by reference all allegations set forth in Paragraphs
`
`through 33 as if fully rewritten herein.
`
`35.
`
`On August 17, 2009, Yost and CFS West Foods entered into a contract-the
`
`Agreement-, which was supported by valid consideration. (See Exhibit A.)
`
`36.
`
`On or before September 9, 2011, Defendant Bunge acquired The C.F. Sauer
`
`Company's margarine assets to include CFS West Foods and became CFS West Foods' legal
`
`successor. (See Exhibit B.)
`
`3 7.
`
`Yost has perfonned all of its obligations under the Agreement, and all conditions
`
`precedent to the enforcement of the Agreement have been satisfied, waived, or abandoned.
`
`38.
`
`By either disclosing Yost's proprietary infonnation and trade secrets to BEF or
`
`using Yost's proprietary information and trade secrets for its own benefit to undercut Yost and
`
`steal BEF's business, Defendant Bunge materially breached its obligations under the Agreement.
`
`(See Exhibit A.)
`
`39.
`
`As a direct and proximate result of Defendant's breach of the Agreement, Yost has
`
`been and will continue to be irreparably damaged.
`
`40.
`
`As a direct and proximate result of Defendant's breach, Yost has suffered and
`
`continues to suffer the loss of its competitive position, the loss of business goodwill, the loss of
`7
`
`0099(1~94-I
`
`

`

`Case: 1:21-cv-00794-PAB Doc #: 1-1 Filed: 04/14/21 9 of 24. PageID #: 13
`
`customers, the loss of sales, the loss of its confidential infonnation, and the loss of investment in
`
`time and energy in generating the foregoing.
`
`41.
`
`Yost is entitled to preliminary and pennanent injunctive relief, enjoining and
`
`restraining Defendant, and any other person or entity acting in aid or concert, or in participation
`
`with Defendant, from engaging in any conduct that would violate the restrictive covenant
`
`prohibiting disclosure or use of confidential and proprietary infonnation as set forth in the
`
`Agreement.
`
`42.
`
`As a direct and proximate result of Defendant's actions, Yost has been damaged in
`
`a monetary amount to be proven at trial, but which is no less than $1, 186,459 .47, exclusive of
`
`attorneys' fees, and other equitable relief sought herein.
`
`COUNT TWO -TORTIOUS INTERFERENCE WITH CONTRACT,BUSINESS
`RELATIONSHIP, AND-BUSINESS EXPECTANCY
`
`43.
`
`Yost incorporates herein by reference all allegations set forth in Paragraphs
`
`through 42 as if fully rewritten herein.
`
`44.
`
`Defendant was aware of Yost's contractual and business relationship with BEF.
`
`45.
`
`Upon infonnation and belief and without justification or privilege, Defendant
`
`wrongfully and intentionally procured BEF's breach and tennination of its contractual and
`
`business relationship with Yost by soliciting BEF to enter into a business relationship with
`
`Defendant.
`
`46.
`
`Defendant has willfully and intentionally interfered with BEF's contractual and
`
`business relationship with Yost in an unjustified and improper manner.
`
`00990~94-I
`
`8
`
`

`

`Case: 1:21-cv-00794-PAB Doc #: 1-1 Filed: 04/14/21 10 of 24. PageID #: 14
`
`47.
`
`Defendant was aware of BEF's contractual obligations and business relationship
`
`with Yost.
`
`48. Without justification or privilege, Defendant wrongfully and intentionally procured
`
`and continues to procure the continued breach ofBEF's contractual obligations to Yost.
`
`49.
`
`Defendant has willfully and intentionally interfered with BEF's contractual
`
`obligations and business relationship with Yost in an unjustified and improper manner.
`
`50.
`
`As a direct and proximate result of Defendant's tortious interference, Yost has
`
`suffered and will continue to suffer irreparable harm, including the loss of revenue, the loss of its
`
`competitive position in the marketplace, the loss of business good will, the loss of its confidential
`
`infonnation, and the loss of investment in time and energy in generating the foregoing.
`
`51.
`
`As a direct and proximate result of Defendant's tortious interference, Yost has been
`
`damaged in a monetary amount to be proven at trial, but which is no less than $1, 186,459.4 7.
`
`COUNT THREE -MISAPPRORIATION OF TRADE SECRETS
`
`52.
`
`Yost incorporates herein by reference all allegations set forth in Paragraphs
`
`through 51 as if fully rewritten herein.
`
`53.
`
`During its business relationship with Yost, Defendant Bunge gained knowledge of
`
`Yost's confidential and proprietary infonnation, which constitutes trade secrets within the meaning
`
`ofR.C. 1333.61(D).
`
`54.
`
`Yost derives independent economic value from these trade secrets not being
`
`generally known. Yost undertakes efforts that are reasonable under the circumstances to maintain
`
`their secrecy, including, but not limited to, entering into agreements to protect the confidentiality
`
`of the infonnation.
`
`00990~94-l
`
`9
`
`

`

`Case: 1:21-cv-00794-PAB Doc #: 1-1 Filed: 04/14/21 11 of 24. PageID #: 15
`
`55.
`
`Defendant Bunge owes contractual and statutory duties to Yost to maintain the
`
`secrecy of its trade secrets.
`
`56.
`
`Upon infonnation and belief, Defendant has misappropriated Yost's trade secrets
`
`by, among other things, improperly using and/or disclosing Yost's confidential and proprietary
`
`infonnation and trade secrets to further Defendant's business interests and to engage in unfair
`
`competition with Yost.
`
`57.
`
`In so doing, Defendant acted willfully and/or maliciously in misappropriating
`
`Yost's trade secrets.
`
`58.
`
`Defendant has and will continue to derive economic value from the use of Yost's
`
`trade secrets.
`
`59.
`
`As a direct and proximate result of this misappropriation, Yost has suffered, risks
`
`suffering, and/or continues to suffer the loss of its competitive position in the marketplace, the loss
`
`of business goodwill, the loss of customers, the loss of sales, and the loss of investment in time
`
`and energy in generating its confidential and proprietary infonnation and trade secrets.
`
`60.
`
`Pursuant to R.C. 1333.62(A), Yost is entitled to preliminary and pennanent
`
`injunctive
`
`relief, enjoining and
`
`restraining Defendant
`
`from
`
`"actual or
`
`threatened"
`
`misappropriation.
`
`61.
`
`As a direct and proximate result of Defendant's actions, Yost has been damaged in
`
`a monetary amount to be proven at trial, but which is no less than $1, 186,459.4 7, exclusive of
`
`costs, attorneys' fees, and other equitable relief sought herein.
`
`0099029~-I
`
`10
`
`

`

`Case: 1:21-cv-00794-PAB Doc #: 1-1 Filed: 04/14/21 12 of 24. PageID #: 16
`
`REQUEST FOR INJUNCTIVE RELIEF
`
`62.
`
`Yost incorporates herein by reference all allegations set forth in Paragraphs
`
`through 61 as if fully rewritten herein.
`
`63.
`
`Yost has demonstrated a strong likelihood of success on the melits of its claims by
`
`submitting evidence that Defendant Bunge materially breached the Agreement, misappropriated
`
`trade secrets, and tortiously interfered with Yost's contracts.
`
`64.
`
`Yost will suffer immediate and irreparable injury unless Defendant is preliminarily
`
`and pennanently enjoined from further wrongful acts.
`
`65.
`
`Yost has no adequate remedy at law or otherwise to address its injuries, save in a
`
`court of equity.
`
`PRAYER FOR RELIEF
`
`66.
`
`Plaintiff Yost respectfully requests that this Court enter judgement in its favor and
`
`against Defendant Bunge for the claims asserted in this Complaint. Yost further requests that this
`
`Court:
`
`a.
`
`b.
`
`c.
`
`d.
`
`Enter an Order preliminarily and pennanently enjoining and restraining Defendant
`Bunge, and those acting in concert or participation with them, from further
`breaching the restrictive covenants contained in their respective employment
`contracts with Yost;
`
`Enter an Order preliminarily and pe1manently enjoining and restraining Defendant,
`and those acting in concert or participation with it, from engaging in future use of
`Yost's trade secrets;
`
`Enter an Order preliminarily and permanently enjoining and restraining Defendant,
`and those acting in concert or participation with it, from future tortious interference
`with Yost's contractual relationships;
`
`A ward Yost all of its compensatory damages
`$1,186,459.47, to be proven at trial;
`
`in an amount exceeding
`
`00990294·1
`
`11
`
`

`

`Case: 1:21-cv-00794-PAB Doc #: 1-1 Filed: 04/14/21 13 of 24. PageID #: 17
`
`e.
`
`Award Yost pre- and post-judgment interest, costs, legal fees, and all other relief,
`at law or equity, that this Court deems appropriate, including under R.C. 1333.64.
`
`Respectfully submitted,
`
`Attorneys for Plaint([{Yost Foods. Inc.
`
`DEMAND FOR TRIAL BY JURY
`
`Plaintiff Yost Foods, Inc. demands a trial by jury for its claim asserted in this Complaint.
`
`Attorneys for Plaintif!Yost Food'l, Inc.
`
`12
`
`

`

`Case: 1:21-cv-00794-PAB Doc #: 1-1 Filed: 04/14/21 14 of 24. PageID #: 18
`
`Verification
`
`STATE OF OHIO
`
`COUNTY OF tvlEDINA
`
`)
`)
`)
`
`SS.
`
`The affiant, Beqjamin Yost, being first duly sworn on oath, deposes and says that he is
`the General Manager of Plaintiff Yost Foods, Inc., that he has read the foregoing Verified
`Complaint and knows the contents thereof, and that all the statements contained therein are true,
`except as to such matters alleged Lo be on information and belief, and as to those matters he
`believes them Lo be true.
`
`Subscribed and sworn to before me this
`
`I [J-fh day of tvla cc b , 2o:R I.
`
`Notary Public
`
`,..
`
`

`

`Case: 1:21-cv-00794-PAB Doc #: 1-1 Filed: 04/14/21 15 of 24. PageID #: 19
`
`EXHIBIT
`
`A
`
`

`

`Case: 1:21-cv-00794-PAB Doc #: 1-1 Filed: 04/14/21 16 of 24. PageID #: 20
`
`CONFll>l~!\'TIALJTY A"iD BUSlNKSS AGREEMENT
`
`Tlus Confldcmialiry and Busiucs5 Agrecmenl \"Agrc-cmcnt") 1s entered mlo because 1he undc1s1gnccl.
`C::::. r'. .58t. . .t£.A.
`c.e.s Wfi!j".~T FaOP!a
`a
`company,
`(the
`"Company") bas
`expressed to 'Yost Foods. lnc .. 11 Brunswd;, 01110, USA company ("YFI"), andlor YFI has expressed 10 the
`Compm1y. an intrrcst m ciiscu~smi; and cxplormg and pottntial!y cntcnng into one 01 more tr;msacuous
`whereby the Compnuy nn<l YFl would become nssocmtccl in a business 1 clationsbip (rncludmg, \\'Hbom
`linutation, J co-packing, m:11rnfac1urc. prwu1.:-labdmg, mid/or licensing rclation~hip) with re$pcct to ci:rtain
`food products ('Tran.sac11011"l.
`
`In ordc1 for YFI and Company Lo fully explnn: a ·1 rnnsaction, and in the event thi:y ente1 mto one or morc
`Transactions. it m:1y become necessary fo1 YFI Ill the Company (or persons acling with or on behalf of
`th~·mj Ill disclose to the other ccnain prnprictory oad confidcmial, technical, conceptual, busrness :!ad
`ccooon:1c mfonnatmn or data ownt:d or developed by, with or fo1 a party or one or mon: of its cu1Tcn1 or
`prospcct11·c customl'rs (includmg not only written rnfom1ation but also infonnarion trans!i.·rrcd orally,
`\'1rn:illy. electronically. or b: any other mcuns from one party to the 01hcr), :.ill of which the parllc~
`recognize is propnt'tary and confidc111ial 1tgardkss of whether it consti1u1es a tnidc- secret 1111dc1 applicahk
`Jaw. mcludrng, but not ltmltcd to. n:c1pcs. formulas. product concepts. product namc ideas, uurkctrng
`con.:ep1s .. financial mformution. l'U$lm11t·1 and vcndor lists. processes and mc.thods, designs, (kvicl's.
`tcclm1q:1.:s. plans. methods. drawings. data. lettc1s. dncumcnts, and know-how, whether rclatrng tu J party
`or onc or mon: of !If currcnl or piospccll\'t customers (lhc "PROPRlET1\RY INFORMATION"). Each
`pany agrees tb;it all mfomiatmn imd ci:m1 chi;closcd or prol'idL•d l(l the other at any lime that i& rd<itcd many
`Wll) 10 any Trnnsacuon shall he deemed PROPRIETARY 'INFORMATION unless exp1essly cks1g1101ted 111
`1\1i1ing l'Y the disclo~ing purty to be 11on-prupnl'tury.
`
`In cons1dcratmn fo1 furn1!.hmg PROPIUETAR Y l.NH)RM.ATION lo each other. each party agrees il5
`follows
`
`2
`
`.~
`
`Each pa11y acknowledges that ll will rcce1\'l' ce1tain PROPR1ETARY INFOR.i\1ATION. which it.
`will use solely for !ht' purpose of dctcrnumng whctllcr It wishes to enter into a Tiansaction w1tli
`thr othc1 01 for the prnpose of pcrformmg its obligation.~ with rcspi:ct to any Transactio11 that the
`parties mny e!llcr mto.
`
`.'\ party shall not, w1tbuui the c.':p:-cs~ ;\THtrn consc111 uf tlic olhl'l
`publish. disclose. 01 d1n1lgc
`l'R0PRl.E1ARY INFOR.M.ATION tO any persou, .fmn, or .::lltrty, cHlH:r directly C'I md1rr.ctly. OI
`use any PROl'RIET ARY INFOIUvtATION or any mfornrnnon or l(kas c..icnvcd tbercf'10111, d1rc-ctl'
`m ind1rcctl~'. for its owu bcnclit, 01 fo1 tbc benefit of any person. firm. or c111i1y 01hcr 1h:111 the
`cl1sclosmg pan);.
`
`The panics additiom11ly rcpn.:sent and warrnnl that tlll'y will each use 1hci1 best rfforn to mam111111
`thc confidential llJ\ll!c of PROl'fUETARY l!'!FOH.~11\ TION and to prc,·c1;1 i!ny unatnhcmzccl
`aLccss. reproduction. d1sclos111c undtor usc of PROPRIETARY INFOR!vlATION, that tht•y >h:ill
`not re!llovc any copyngbt nolic.:e, trademark notice ;rnd/or other propnctary lcgt•nd 5t'I forth on 1n
`\\'1thm uny of the PROPRIETARY INFORMATION. and 1ha1
`contained
`they shall not
`cl1sasscmhlc. di:cmnp1k m otherwise attempt
`to
`rc\'C'rSc engineer
`l'ROPRIFTARY
`iltl)'
`!N'FORM/,TION prnY1dcd ben:umkr
`
`1\ pmy shall tlisclos~ PROPRIETARY 1.N'FORMATION rct,civcd from thl' other only tu those
`employees within Its mgamzation. and.ior agents of the organization. who have a 11ccd to receive:
`said information for purposes of 1:1 aluat!Ilg a proposed Transaction or pcrfomung 11 obligauons
`under a Trnnsac11on with tht: otlwr party. F.ach party agrees ami <tcknowlcdgcs t11at :ill such
`employees nnd!or ai;cnt.s sh~ll be informed of and be bound by the tcm\S ;mt.! comlrtions of tins
`1\grccmcnt. Thl' p:irt1es arldition:illy agrcl' that any person not employed by thcu urg;rnizat1011
`
`

`

`Case: 1:21-cv-00794-PAB Doc #: 1-1 Filed: 04/14/21 17 of 24. PageID #: 21
`
`Business Ag1ccmcnt bctwccn Vost Foods. Jnc and -·-··_/i ..... !f_--'('-."-'· I
`
`_ _::2-~.!:.<:.:.C_ < c
`
`shall be pro\'idcd a copy of this Agreement pnor ll' the shanng of uny PROP RI ETAR Y
`INFORMATION with such pcrscm, and such person shall sign a copy of this Agreement to
`evidence it~ ug.n:cmem to he bou11d thereby.
`
`lipon th<'. rcqucH uf .i disclosing parry, the other party shall imml~diatcly return 10 the tiisclnsing
`party ~ny and all materials and othct documents or other media rcccivccl from the disclosing par1y
`which 1s or rnmams PROPRIETARY INFORJv1Kl10N under 1111~ .'\greemcnl, as well n5 all
`Cllpics. t·xccrprs. aud summancs thereof Each party additionally agrees that ll shall pcrmam:ntly
`keep roniidcntial arn.i nut use for any purpose or
`in any way (commercial or olhcrw1sc)
`informatlOll which contains. reilccts, 01 1cfers to ~ny of the
`dctrim~n1al 10 the othc1 all
`PROPIUETARY lNFORi'vlATION.
`
`The restricllon upon the use and disclosure of PROPRIETARY JN FORMATION \\'ill not :ipply to
`mformarion which:
`
`a
`
`b
`
`c
`
`<l
`
`ls k110wn by a p::irty pnor llJ its disclosure by 1hc other party as cvidrnccd by tlw
`receiving pnny · ~ written records in e~:istcm:c prior to such chsclnsu?c, provided tli:it the
`receiving party ddivers to the disclusmg party sufficiem wr111en proof \\'tlhm ft\'C days of
`rcctipt of PROPRJETAR \' 11\fOR!vL>\TIO:--l that the receiving p;:irty already bad
`k11owlc-dgc of the PROPRIFT!\RY INFORM/\ TION: or
`
`Winch thl' rcn:i1·ing pnny is cnmpclkd by law to disclose; pronded, howc:vcr. pnor to
`sncll disclosure, the rl:cci\'ing party shall uotify the disclosing pany of its obligation ro
`disclosr tlw propnctar: infonnatiou as soon ns prncricablc;
`
`\Vh1ch 1s spcc11irally dcsignati.:d by the disclosing p:ll1y ui wr i1mg
`prnprietaJ)•"; or
`
`tu bt• "non·
`
`Subsequently becomes gl·nerally known or ilvuilabk by publica11on. co111mc1 c1<d usc u1
`otherwise. through no act or faulr on the part of th.: 1 ecc1\·mg pany.
`
`:\citJ1er this agreement nor a party's disclosure of PROPRIF.TARY INFORMAT!ON \()the other
`~hall be c:onstfucu as grantiug tlll' rccei\'mg party any ngln. mle, or hcc11sc in or tn any pa1em.
`lratkmark, or e<1p~11ghr appltcatinn, o; othci know-how, mide secrets. •>1 111tell(ottuai property
`wlm:h the d1sc.:Josmg party or any of i1s ct111n11 m prospcc11vc cus101m:rs now has or may hcn:af1c1
`arqutre \\'Hh respect !O the subject matte: of the PROPRIETi\R Y INFORJvl ATIO'.'J.
`
`Each p:iny rcp:«:st,nls th:!! 11s pnformani.:e u:1dcr :Im Agreement docs no1 and will not brcach an!
`agn:c1rn:nt ii may lw\'c wirh any tlnrd p;1ny rda11vc ro copynguts. pawnts 1.11
`trad('ma1ks. "I
`i.:onfidcnt1aJ.pr0pnc:nry wrormat1t1:1 01 nadc sccrcrs. or any tllh.:r agreement. Each party iwtlicr
`;1gr~cs tkll dunng tills Agreement it will not accept work or enter into any agreement or conuart
`that is incons1s1cnl nr incompatible '"·ith its obligations under tlus Agreement 01 the scope of an~
`st.:r\'iccs robe pro,•1ded under nil!' Trnnsnct10n(s) that the parties may enter ullo.
`
`l't1c parti::s agrcc that a bn:ach of the: pronswm of this Agw:mcnr \\'Jll cause irreparable har.m ln
`the party Jisclosmg PH.OPRJETARY fN'FORI'vlATIOl\ und.'or Its rnrrcnt or prnspcct1vc cu~wrrn:rs
`for which there will be no nrh:quatt~ legal remedy, and the d1sc.:Jo~ing pany andlor 1he affected
`i:ustonu:r(s) will be c:ntitlcd to mjunctivc relief \\llhout bond nr notice in o.ddition tu any other
`that m:iy be a\·ailable in
`rcmed1cs
`the c\'ent of any such breach.
`The party n'cciving
`if 11 fails
`PROPRIETARY 17"FOl-l!vl..\TION
`addihonally agrees
`that
`to comply with
`its
`obligations as set forth herein, the disclming party shall be entitled to an accourmng and
`n:payim:m of all profits, compcusatiou. rnmmissions, rcmuncrn11011s or benefits that the receiving
`party directly or indtrectly realizes or may rcnlizc as n result of, growing out ol, or m conneclmn
`with such failure, aud llull any such recovery sh:ill be in addniou to any InJUnct1Yc n·ltcl or othl'r
`1 i:mcd1cs to which the disclosing party may be C'ntltlcd al law or in equity under thio Agrctmcm.
`It is also understood and ag1r:cd by the parties that a delay or failure by any party to cxl'r<:ise an~·
`
`6.
`
`7
`
`S.
`
`

`

`Case: 1:21-cv-00794-PAB Doc #: 1-1 Filed: 04/14/21 18 of 24. PageID #: 22
`
`. Busines.s Agreement bctwi:cn Yost Food~. Inc. and _J~_<:;:_ __ (:F ~-.. 1,. eg-- (~
`
`9.
`
`l 0.
`
`11
`
`right under th.is Agreement ~hall not be construed as a wuivcr of that right, and 1h:.i1 a party's
`waiver uf a breach on any one occasion shall not be c;onstmcd us a waiver of uny other breach.
`
`No1withstauding the conclusion or tcrmi11ation of the parties' relationship or potential or actual
`Transact inn, regardless of the reason thi.;rcfore, each party who has received PROPRI ET!\R Y
`INFORMATIO?-.: shall con11nuc
`to
`lillfill
`its covenants hcreundc1 and
`to m;wHain
`the
`confidentiality or the PROPRIETARY INFORMATION.
`
`The parties ugrcr thar ibis Agreement will be guvcrm.:d by and constmed in accordance with the
`laws of the Stale of Ohio. and each party hereby agrees to i::ubm.i1 10 the junsd1c1ion and \'cnuc 0f
`;my stntc or frde1:il court loca1cd in the Slate of Ohio, USA in an action to enforce the terms of tins
`Agn:ement.
`
`the panics huvc endeavored
`tht'
`in
`include
`to
`that
`Although each party understands
`PROPRJ ETA.RY INFORl'vtATION only information which is hclicved to be reliablc and rclc\'ant
`fat
`the purpose of their cvnlunrion and pcrfom1ancc of any potcntial Trnnsuction, each pany
`understands that neither pnny, nor current or prospective customers m their officers, director!',
`partners, members. stockholders. consultants, employees, m agents, shall have any liabilny to thi:
`oilier resulting from any use of, or reliance on, the PROPR.IET:\R'{ INFORJ'vtATIO?'-i by them.
`Each patty additionally agrees that 11 will indemnify and hold IJ\e other ham1less against ;,ny
`claims arismg out of its conduct and actions, or the actions of Um!ic ucting.. on its behalf,
`in the
`p~rfonnam.:c of this Agrci.;mcnt
`
`12.
`
`Th.is Agreement shall not be assigned by a party without the other party's prim written coascnl,
`and shall be binding upon und inure lo the benefit of both pa11ics and their successors_
`
`Tiu~ :\grccmcnt constitutes the entire agreement between the pame5 with rcspccl to the subJeCl mallcr
`hcn•of. and supersedes all prior and contemporaneous agreements. negotia11011s and undcrstandmgs,
`whether oral or wrincn. Should any provision of this Agreement be determined 10 bt' void. i1J\'altd or
`othcrw1s<:' uncnforcc:.iblc by uny court or lnhunnl of ,-ompetcnl jurisdic1io11, such dctcrnunat1on ~h;;l] not
`aflcct th.: rt·mainmg pro\·1sio:is hereof. wl11c:h shall remain m full force :ind effect
`
`In ,,·11ne~s where.of. ti1t: partic.s herd') cxccure t!us Agn·cmcnt
`
`P11n1 name: .. ]jll Yost
`
`"'Company"
`
`7rtZ:: .. ?:E ____ ?;_~v'e~L C (
`Signed--~~·~ °::)~ ~-
`Print name: .... 6
`""?__A_~'-:-__ ~10 :;·E
`
`T11!e ____ \{P _.
`
`Date:··- 8~(?:Y'l_.
`
`

`

`Case: 1:21-cv-00794-PAB Doc #: 1-1 Filed: 04/14/21 19 of 24. PageID #: 23
`
`EXHIBIT
`
`B
`
`

`

`Case: 1:21-cv-00794-PAB Doc #: 1-1 Filed: 04/14/21 20 of 24. PageID #: 24
`
`BCJNGE
`
`September 9, 2011
`
`RE: Product Information
`
`Dear Customer,
`
`As you are aware, Bunge Oils has purchased the margarine assets of The C.F. Sauer Company
`which includes the margarine plant of the Dean Foods Co. subsidiary in Sandston, Virginia and
`the margarine production and packaging assets at the CFS facility in New Century, Kansas.
`
`With the asset purchase, Bunge Oils is pleased to continue offering the line of margarine
`products that you have been purchasing from C.F. Sauer. Bunge Oils is not planning on making
`any changes to product fonnulations or labels at this point in time. As such, you can expect to
`receive the same packaged material that you have seen in the past.
`
`Over the course of the next several months, we will be rev