ASTRALABS, INC v. FRIEDLAND Court Documents

Case 2:22-cv-06507-JMV-JSA Document 1 Filed 11/07/22 Page 1 of 40 PageID: 1
22-6507
IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF NEW JERSEY
ASTRALABS INC., a Delaware corporation, §

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Plaintiff, §
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v. §
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MICAH FRIEDLAND, an individual, § 22-6507
Case No. ______________
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Defendant. §
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Local Civil Rule 11.2 Certification
I hereby certify that the matter in controversy is not the subject of any other action
pending in any court, or of any pending arbitration or administrative proceeding
Kerri E. Chewning, Esquire

EXHIBIT A
Exhibit 1
CONSULTING AGREEMENT
Effective 01/10/2022, Micah Friedland (“Consultant”) and Astralabs Inc (“Company”) agree as follows:
1. Services; Payment; No Violation of Rights or Obligations . Consultant agrees to undertake and complete
the Services (as defined in Exhibit A) in accordance with and on the schedule specified in Exhibit A. As
the only consideration due Consultant regarding the subject matter of this Agreement, Company will pay
Consultant in accordance with Exhibit A. Unless otherwise specifically agreed upon by Company in
writing (and notwithstanding any other provision of this Agreement), all activity relating to Services will
be performed by and only by Consultant or by employees of Consultant and only those such employees
who have been approved in writing in advance by Company. Consultant agrees that it will not (and will
not permit others to) violate any agreement with or rights of any third party or, except as expressly
authorized by Company in writing hereafter, use or disclose at any time Consultant’s own or any third
party’s confidential information or intellectual property in connection with the Services or otherwise for
or on behalf of Company.
2. Applicable Law. This contract shall be governed by the laws of the State of Texas in Travis County and
any applicable Federal Law. Should a dispute arise, Contractor agrees to submit the matter to arbitration.
3. Ownership Rights; Proprietary Information; Publicity .
a. Company shall own all right, title and interest (including all intellectual property rights of any sort
throughout the world) relating to any and all inventions, works of authorship, designs, know-how,
ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on
behalf of Consultant during the term of this Agreement that relate to the subject matter of or arise
out of or in connection with the Services or any Proprietary Information (as defined below)
(collectively, “Inventions”) and Consultant will promptly disclose and provide all Inventions to
Company. Consultant hereby makes all assignments necessary to accomplish the foregoing
ownership. Consultant shall assist Company, at Company’s expense, to further evidence, record
and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights
assigned. Consultant hereby irrevocably designates and appoints Company as its agents and
attorneys-in-fact, coupled with an interest, to act for and on Consultant’s behalf to execute and file
any document and to do all other lawfully permitted acts to further the foregoing with the same legal
force and effect as if executed by Consultant and all other creators or owners of the applicable
Invention.
b. Consultant agrees that all Inventions and all other business, technical and financial information
(including, without limitation, the identity of and information relating to customers or employees)
developed, learned or obtained by or on behalf of Consultant during the period that Consultant is to
be providing the Services that relate to Company or the business or demonstrably anticipated
business of Company or in connection with the Services or that are received by or for Company in
confidence, constitute “Proprietary Information.” Consultant shall hold in confidence and not
disclose or, except in performing the Services, use any Proprietary Information. However,
Consultant shall not be obligated under this paragraph with respect to information Consultant can
document is or becomes readily publicly available without restriction through no fault of
Consultant. Upon termination or as otherwise requested by Company, Consultant will promptly
provide to Company all items and copies containing or embodying Proprietary Information, except
that Consultant may keep its personal copies of its compensation records and this Agreement.
Consultant also recognizes and agrees that Consultant has no expectation of privacy with respect to
Company’s telecommunications, networking or information processing systems (including, without
limitation, stored computer files, email messages and voice messages) and that Consultant’s activity,
and any files or messages, on or using any of those systems may be monitored at any time without
notice.
c. As additional protection for Proprietary Information, Consultant agrees that during the period over
which it is to be providing the Services (i) and for one (1) year thereafter, Consultant will not
directly or indirectly encourage or solicit any employee or consultant of Company to leave
Company for any reason and (ii) Consultant will not engage in any activity that is in any way
competitive with the business or demonstrably anticipated business of Company, and Consultant
will not assist any other person or organization in competing or in preparing to compete with any
business or demonstrably anticipated business of Company. Without limiting the foregoing,
Consultant may perform services for other persons, provided that such services do not represent a
conflict of interest or a breach of Consultant’s obligation under this Agreement or otherwise.
d. To the extent allowed by law, Section 2(a) and any license granted Company hereunder includes all
rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or
referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral
Rights”). Furthermore, Consultant agrees that notwithstanding any rights of publicity, privacy or
otherwise (whether or not statutory) anywhere in the world, and without any further compensation,
Company may and is hereby authorized to (and to allow others to) use Consultant’s name in
connection with promotion of its business, products or services. To the extent any of the foregoing
is ineffective under applicable law, Consultant hereby provides any and all ratifications and consents
necessary to accomplish the purposes of the foregoing to the extent possible and agrees not to assert
any Moral Rights with respect thereto. Consultant will confirm any such ratifications and consents
from time to time as requested by Company. If any other person is in any way involved in any
Services, Consultant will obtain the foregoing ratifications, consents and authorizations from such
person for Company’s exclusive benefit.
e. If any part of the Services or Inventions or information provided hereunder is based on,
incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used,
reproduced, distributed and otherwise exploited without using or violating technology or intellectual
property rights owned by or licensed to Consultant (or any person involved in the Services) and not
assigned hereunder, Consultant hereby grants Company and its successors a perpetual, irrevocable,
worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all
such technology and intellectual property rights in support of Company’s exercise or exploitation of
the Services, Inventions, other work or information performed or provided hereunder, or any
assigned rights (including any modifications, improvements and derivatives of any of them).
4. Warranties and Other Obligations. Consultant represents, warrants and covenants that: (i) the Services
will be performed in a professional and workmanlike manner and that none of such Services nor any part
of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (ii) all
work under this Agreement shall be Consultant’s original work and none of the Services or Inventions nor
any development, use, production, distribution or exploitation thereof will infringe, misappropriate or
violate any intellectual property or other right of any person or entity (including, without limitation,
Consultant); (iii) Consultant has the full right to allow it to provide Company with the assignments and
rights provided for herein (and has written enforceable agreements with all persons necessary to give it
the rights to do the foregoing and otherwise fully perform this Agreement); (iv) Consultant shall comply
with all applicable laws and Company safety rules in the course of performing the Services; and (v) if
Consultant’s work requires a license, Consultant has obtained that license and the license is in full force
and effect.
5. Contractor Non-Disclosure Promises. Contractor acknowledges and agrees that, in the course of
Contractor’s engagement with the Company, Contractor will have access to and be entrusted with, and
may acquire, use and/or add to the Company's Confidential Information and Trade Secrets. Contractor
agrees that such Confidential Information and Trade Secrets shall be the exclusive property of the
Company and that Contractor would not have access to the Company's Confidential Information and
Trade Secrets but for Contractor’s engagement with the Company. In exchange therefore and to protect
the goodwill and other business interests of the Company, Contractor makes the following promises:
Protection of Confidential Information and Trade Secrets . Contractor promises to protect and
maintain the confidentiality of Confidential Information and Trade Secrets during Contractor’s
engagement with the Company, not to take or remove Confidential Information or Trade Secrets
from the Company’s premises or electronic data systems without the Company’s prior express
permission, to follow all Company policies and procedures for the protection and security of
information, and to immediately report to management any potential or actual security breach or
information loss.
Return of Confidential Information and Trade Secrets. Contractor agrees to return
immediately any and all materials containing or reflecting Confidential Information and/or Trade
Secrets in Contractor’s possession or under Contractor’s control (i) upon termination of
Contractor’s engagement for any reason, or (ii) at any time upon the Company’s demand.
Contractor further agrees not to take away or retain any originals or copies of Confidential
Information or Trade Secrets in any form following the termination of Contractor’s engagement
with the Company for any reason. Contractor agrees that to ensure compliance with this Agreement,
among other things, the Company shall have the right, upon termination of Contractor’s engagement
for any reason or at any time during Contractor’s engagement, to retain, access and inspect all
property of Contractor in the office, work area or premises. If any Confidential Information or
Trade Secrets are stored on any personal email account, computer, tablet, mobile phone, flash drive,
thumb drive, external hard drive, social media site, or otherwise in cloud storage that is not owned
by the Company, Contractor agrees to tender the device or storage location (along with login and
password information) to an IT professional selected by the Company to remove the Confidential
Information or Trade Secrets.
No Disclosure or Use of Confidential Information and Trade Secrets. Contractor agrees that
Contractor shall not, either during Contractor’s engagement with the Company or at any time after
such engagement ends for any reason, directly or indirectly, disclose, disseminate or publish (in
whole or in part) or use for his/her own benefit or the benefit of any person (other than the
Company) any Confidential Information or Trade Secrets, except as authorized in the ordinary
course of the performance of Contractor’s engagement, as otherwise expressly authorized in writing
by the Company, or as compelled by law or legal process. Contractor agrees to immediately notify
the Company in the event of any unauthorized disclosure or use of Confidential Information or
Trade Secrets.
Obligations if Legal Process Received. In the event Contractor receives a request to disclose all or
any part of the Confidential Information under the terms of a valid and effective subpoena or order
issued by a court of competent jurisdiction, Contractor agrees to (a) immediately notify the
Company of the existence, terms and circumstances surrounding such request so that the Company
may seek a protective order or other remedy or waive compliance with the non-disclosure provisions
of this Agreement, and (b) upon the request of the Company and at the Company’s expense, provide
assistance and cooperation in opposing such disclosure or seeking a protective order or other
remedy. If any Confidential Information is required to be disclosed, Contractor agrees to disclose
no more than that portion of Confidential Information that is legally required to be disclosed and,
upon the request of the Company and at the Company’s expense, Contractor agrees to use
reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to any
Confidential Information so disclosed.
6. Protection of Trade Secrets . Nothing in this Agreement diminishes or limits any protection granted by
law to Trade Secrets or relieves Contractor of any duty not to disclose, use, or misappropriate any
information that is a Trade Secret, for as long as such information remains a Trade Secret.
7. Customer/Investor Non-Solicitation. During Contractor’s engagement and for a period of six months
following the termination of Contractor’s engagement with the Company, for any reason, Contractor shall
not, directly or indirectly, without the Company’s prior express written consent, (i) contact, solicit or
attempt to persuade any Customer/Investor to make investments, purchase products, or accept services, of
the same or similar nature as those offered by the Company from a Competing Business, or (ii) solicit,
encourage or induce any Customer/Investor to reduce or stop doing business with the Company. An
exception to solicitation is granted with regards to the companies that Contractor directly, meaning
included in the groups Contractor has taken over, works with during this engagement. Contractor may
solicit additional consulting work with them insofar as it is limited to coaching, advisory, and mentorship
(i.e. no creation of products or other deliverables). Contractor must also make clear that these additional
consulting services are not being offered or carried out as an agent of Newchip, and that any agreement
between a company and Contractor is a separate agreement that does not include Newchip.
8. Termination. If either party breaches a material provision of this Agreement, the other party may
terminate this Agreement upon ten (10) days’ notice, unless the breach is cured within the notice period.
Company also may terminate this Agreement at any time, with or without cause, upon thirty (30) days’
notice, but, if (and only if) such termination is without cause, Company shall upon such termination pay
Consultant all unpaid, undisputed amounts due for the Services completed prior to notice of such
termination. Sections 2 (subject to the limitations set forth in Section 2(c)) through 9 of this Agreement
and any remedies for breach of this Agreement shall survive any termination or expiration. Company may
communicate the obligations contained in this Agreement to any other (or potential) client or employer of
Consultant.
9. Relationship of the Parties; Independent Contractor; No Employee Benefits . Notwithstanding any

provision hereof, Consultant is an independent contractor and is not an employee, agent, partner or joint
venturer of Company and shall not bind nor attempt to bind Company to any contract. Consultant shall
accept any directions issued by Company pertaining to the goals to be attained and the results to be
achieved by Consultant, but Consultant shall be solely responsible for the manner and hours in which the
Services are performed under this Agreement. Consultant shall not be eligible to participate in any of
Company’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar
programs. Company shall not provide workers’ compensation, disability insurance, Social Security or
unemployment compensation coverage or any other statutory benefit to Consultant. Consultant shall
comply at Consultant’s expense with all applicable provisions of workers’ compensation laws,
unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal,
state and local income tax laws, and all other applicable federal, state and local laws, regulations and
codes relating to terms and conditions of employment required to be fulfilled by employers or
independent contractors. Consultant will ensure that its employees, contractors and others involved in the
Services, if any, are bound in writing to the foregoing, and to all of Consultant’s obligations under any
provision of this Agreement, for Company’s benefit and Consultant will be responsible for any
noncompliance by them. Consultant agrees to indemnify Company from any and all claims, damages,
liability, settlement, attorneys’ fees and expenses, as incurred, on account of the foregoing or any breach
of this Agreement or any other action or inaction by or for or on behalf of Consultant.
10. Assignment. This Agreement and the services contemplated hereunder are personal to Consultant and
Consultant shall not have the right or ability to assign, transfer or subcontract any rights or obligations
under this Agreement without the written consent of Company. Any attempt to do so shall be void.
Company may fully assign and transfer this Agreement in whole or part.
11. Notice. All notices under this Agreement shall be in writing and shall be deemed given when personally
delivered, or three days after being sent by prepaid certified or registered U.S. mail to the address of the
party to be noticed as set forth herein or to such other address as such party last provided to the other by
written notice.
12. Miscellaneous. Any breach of Section 2 or 3 will cause irreparable harm to Company for which damages
would not be an adequate remedy, and therefore, Company will be entitled to injunctive relief with
respect thereto in addition to any other remedies. The failure of either party to enforce its rights under
this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes
or modifications or waivers to this Agreement will be effective unless in writing and signed by both
parties. In the event that any provision of this Agreement shall be determined to be illegal or
unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this
Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be
governed by and construed in accordance with the laws of the State of Texas without regard to the
conflicts of laws provisions thereof. In any action or proceeding to enforce rights under this Agreement,
the prevailing party will be entitled to recover costs and attorneys’ fees. Headings herein are for
convenience of reference only and shall in no way affect interpretation of the Agreement.
13. Defend Trade Secrets Act of 2016 . Consultant acknowledges receipt of the following notice under 18
U.S.C § 1833(b)(1), and will provide such notice to its employees, contractors and others involved in the
Services, if any: “An individual shall not be held criminally or civilly liable under any Federal or State
trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or
local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of
reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document
filed in a lawsuit or other proceeding, if such filing is made under seal.”
Accepted and Agreed to : Astralabs Inc
By :
Name : Elizabeth Ashley Bradford
Title : Director of Operations
Micah Friedland
By :
Name : Micah Friedland
Title : Venture Fellow
EXHIBIT A
Contractor Duties: lead mastermind sessions as well as provide other startup support including pitch deck
reviews, business advisory sessions and other services, being a valuable resource for our accelerator startups
Contractor shall be paid $32/hr

Exhibit 2
Exhibit 3
Case 2:22-cv-06507-JMV-JSA
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Exhibit 4
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Exhibit 5
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Plaintiff, §
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v. §
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Case No. ______________
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Defendant. §
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PLAINTIFF’S NOTICE OF EX PARTE MOTION FOR

TEMPORARY RESTRAINING ORDER AND PRELIMINARY INJUNCTION
ARCHER & GREINER

A Professional Corporation
1025 Laurel Oak Road
Voorhees, New Jersey 08043
(856) 795-2121
BY: KERRI E. CHEWNING, ESQUIRE
DICKINSON WRIGHT PLLC

607 W. 3rd Street, Suite 2500
Austin, Texas 78701
(512) 770-4214
BY: JOHN R. NELSON, ESQUIRE

ANDREW J. ALVARADO, ESQUIRE
Please take notice that as soon as counsel may be heard, Plaintiff, Astralabs, Inc.
(“Astralabs”), by and through its attorneys, shall move before this Court Ex Parte for the
issuance of Temporary Restraining Order and a Preliminary Injunction.
In support of this Motion, Plaintiff relies upon the Verified Complaint,
the Affidavit of Andrew Ryan with attached exhibits and the enclosed Brief in support
of Plaintiff’s Motion.
A proposed form of order and Certificate of Service are also enclosed.
ARCHER & GREINER

(856) 795-2121
By:
By:____________________________
John R. Nelson
Andrew J. Alvarado
Austin, Texas 78701
Telephone: 512-770-4214
Fax: 844-670-6009
jnelson@dickinson-wright.com
aalvarado@dickinson-wright.com
Attorneys for Plaintiff Astralabs, Inc.
Pro Hac Vice Application Upcoming
225992552v2
Case 2:22-cv-06507-JMV-JSA Document 2-1 Filed 11/07/22 Page 1 of 6 PageID: 44


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Plaintiff, §
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v. §
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Case No. ______________
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Defendant. §
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BRIEF IN SUPPORT OF PLAINTIFF’S EX PARTE MOTION FOR

ARCHER & GREINER

(856) 795-2121

Austin, Texas 78701
(512) 770-4214

Plaintiff Astralabs, Inc. (“Astralabs”) files this ex parte Application for a Temporary
Restraining Order and Preliminary Injunction against Defendant Micah Friedland.
Astralabs respectfully requests that the Court issue a Temporary Restraining Order and
Preliminary Injunction prohibiting Defendant from continuing to use Astralabs’s confidential,
trade secret, and proprietary information to Astralabs’s detriment, and further prohibiting
Defendant from continuing to encourage and solicit Astralabs’s clients and workers to stop doing
business with Astralabs because such conduct violates Defendant’s contract with Astralabs (the
“Contract”) and because such conduct has caused and would continue to cause irreparable harm
to Astralabs.
Respectfully, the Court should order Defendant to honor his obligations under the
Contract to stop (1) using Astralabs’s proprietary information, confidential information, and
trade secrets (2) directly or indirectly encouraging or soliciting any employee or independent
contractor of Astralabs to reduce or stop doing business with Astralabs and (3) soliciting,
encouraging, or inducing any customer of Astralabs to reduce or stop doing business with
Astralabs.
As described in Plaintiff’s Verified Original Complaint, filed concurrently with this
Application, Plaintiff has established that immediate and irreparable harm, loss, or damage will
result to Astralabs before Defendant can be heard in opposition to the Motion. See Fed. R. Civ.
P. 65(b).
Furthermore, notice should not be required under these circumstances because a
Temporary Restraining Order is required to immediately stop Defendant from using Astralabs’s
trade secret, confidential, and proprietary information for the purpose of damaging Astralabs’s
good will and to encourage an unidentifiable but significant amount of Astralabs’s employees,
independent contractors, and clients to stop doing business with Astralabs.
Astralabs has sufficient evidence to determine that Defendant has solicited hundreds of
individuals to stop or reduce doing business with Astralabs. However, because Defendant is
utilizing numerous means, methods, and venues to solicit Astralabs’s employees and clients, it is
impossible for Astralabs to identify all of the individuals who Defendant has solicited. See Dell
Inc. v. BelgiumDomains, LLC, Case No. 07-22674, 2007 WL 6862341, at *2 (S.D. Fla. Nov. 21,
2007) (finding ex parte relief more compelling where Defendants’ wrongful conduct “is in
electronic form and subject to quick, easy, untraceable destruction by Defendants.”)
Defendant’s campaign to harm Astralabs’s reputation by misappropriating Astralabs’s
trade secret, confidential, and proprietary information is ongoing and widespread. As a result,
Astralabs will suffer an immediate and irreparable injury before notice can be served on
Defendant and a hearing held on Plaintiff’s Application for a Temporary Restraining Order.
A Temporary Restraining Order and Preliminary Injunction are warranted and necessary,
and Astralabs is able to meet the four-part test for issuing such relief. Winter v. Nat. Res. Def.
Council, 555 U.S. 7, 20 (2008).
First, Astralabs is likely to succeed on the merits on its breach of contract, trade secret
misappropriation, and tortious interference claims against Defendant. As more fully alleged in
Plaintiff’s Verified Original Complaint, Astralabs is the victim of Defendant’s intentional
campaign to ruin Astralabs’s reputation and to solicit its clients and workers. As set forth in
Plaintiff’s Verified Original Complaint, Defendant’s conduct is in direct violation of his
obligations under the Contract.
2
Moreover, Defendant cannot deny that the identity and information relating to Astralabs’s
customers and employees constitutes Astralabs’s “Proprietary Information,” or that he is
contractually prohibited from using that Proprietary Information to send mass communications to
Astralabs’s clients and workers encouraging them to stop or reduce their business with Astralabs.
Second, Plaintiff is likely to suffer irreparable harm in the absence of immediate
preliminary injunctive relief. The harm to Astralabs is imminent and probable because
Defendant’s campaign to harm Astralabs’s reputation and encourage Astralabs’s clients and
workers to stop or reduce their business with Astralabs is ongoing.
Indeed, Defendant is continuing his efforts to use Astralabs’s trade secret, confidential,
and proprietary information to intentionally interfere with Astralabs’s contracts with its clients
and workers despite Defendant’s receipt of a cease and desist notice from Astralabs explaining
how his actions violate the Contract.
There is no adequate remedy at law that will give Astralabs complete, final, and equitable
relief because it will be incredibly difficult, if not impossible, to identify every individual who
Defendant has improperly solicited. As a result, it will be especially difficult, if not impossible,
to calculate Astralabs’s damages. And, there is “considerable authority under Texas law
indicting injuries to goodwill and competitive position are irreparable where trade secrets have
been misappropriated[.]” Heil Trailer Int'l Co. v. Kula, 542 F. App'x 329, 335, 336 & n.26 (5th
Cir. 2013) (collecting cases).
Astralabs’s client and worker information is the type of proprietary information that
qualifies for trade secret protection1, and Texas law provides for injunctive relief to protect
1T-N-T Motorsports, Inc. v Hennessey Motorsports, Inc. 965 S.W. 18, 22-23 (Tex. App. –
Houston [1st Dist.] 1998, no writ); Guy Carpenter & Co. v. Provenzale, 334 F.3d 459, 467-69
(5th Cir. 2003) (customer lists are proprietary information).
3
Astralabs’s contractual rights from Defendant’s unlawful interference. See Karamchandani v.
Ground Technology, Inc., 678 S.W.2d 580, 582 (Ct. App. Tex.-Houston 1984) (upholding
injunction granted to prevent harm from private communications to specific individuals with the
intention of coercing them to discontinue business with the plaintiff). Third, the balance of
equities tips in favor of a Temporary Restraining Oder and a Preliminary Injunction. Astralabs
seeks a narrow injunction that requires only that Defendant abide by the unambiguous and
explicit provisions of the Contract. As a result, Defendant will not be adversely affected by the
injunction and will be prevented only from doing things he should not be doing, specifically,
continuing his widespread campaign to damage Astralabs’s reputation and to solicit its clients
and workers.
Fourth, an injunction is in the public interest. Specifically, the public interest supports
granting injunctive relief because the failure to enjoin the improper use of Astralabs’s trade
secret, confidential, and proprietary information to intentionally interfere with Astralabs’s
contracts with its clients and workers will encourage future improper conduct by Defendant and
possibly by others. It is in the public interest to enforce contracts protecting parties’ trade secret,
confidential, and proprietary information.
Defendant’s demonstrable and widespread use of Astralabs’s trade secrets to solicit its
clients and workers has and is continuing damage Astralabs’s goodwill and interfere with its
contractual relationships with its clients and workers.
The full extent of Defendant’s tortious conduct and the harm it is causing Astralabs may
never be fully determined. However, in the absence of a restraining order, it is highly likely that
upon being served with Astralabs’s Complaint and Application for Temporary Restraining
Order, Defendant will further escalate his unlawful activity, thereby causing further irreparable
4
harm to Astralabs. Under the circumstances, issuance of the Temporary Restraining Order
against Defendant without notice is the only means to adequately protect Astralabs’s trade
secrets and prevent further harm to its business.
For these reasons, and for the reasons discussed in Plaintiff’s Verified Original
Complaint, Astralabs respectfully requests that the Court grant its Application for Temporary
Restraining Order and Preliminary Injunction.
ARCHER & GREINER

(856) 795-2121
By:
By:____________________________
John R. Nelson
Andrew J. Alvarado
Austin, Texas 78701
Telephone: 512-770-4214
Fax: 844-670-6009

5
Civ. No. 22-6507

Exhibit 1
CONSULTING AGREEMENT
Effective 01/10/2022, Micah Friedland (“Consultant”) and Astralabs Inc (“Company”) agree as follows:
1. Services; Payment; No Violation of Rights or Obligations . Consultant agrees to undertake and complete
the Services (as defined in Exhibit A) in accordance with and on the schedule specified in Exhibit A. As
the only consideration due Consultant regarding the subject matter of this Agreement, Company will pay
Consultant in accordance with Exhibit A. Unless otherwise specifically agreed upon by Company in
writing (and notwithstanding any other provision of this Agreement), all activity relating to Services will
be performed by and only by Consultant or by employees of Consultant and only those such employees
who have been approved in writing in advance by Company. Consultant agrees that it will not (and will
not permit others to) violate any agreement with or rights of any third party or, except as expressly
authorized by Company in writing hereafter, use or disclose at any time Consultant’s own or any third
party’s confidential information or intellectual property in connection with the Services or otherwise for
or on behalf of Company.
2. Applicable Law. This contract shall be governed by the laws of the State of Texas in Travis County and
any applicable Federal Law. Should a dispute arise, Contractor agrees to submit the matter to arbitration.
3. Ownership Rights; Proprietary Information; Publicity .
a. Company shall own all right, title and interest (including all intellectual property rights of any sort
throughout the world) relating to any and all inventions, works of authorship, designs, know-how,
ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on
behalf of Consultant during the term of this Agreement that relate to the subject matter of or arise
out of or in connection with the Services or any Proprietary Information (as defined below)
(collectively, “Inventions”) and Consultant will promptly disclose and provide all Inventions to
Company. Consultant hereby makes all assignments necessary to accomplish the foregoing
ownership. Consultant shall assist Company, at Company’s expense, to further evidence, record
and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights
assigned. Consultant hereby irrevocably designates and appoints Company as its agents and
attorneys-in-fact, coupled with an interest, to act for and on Consultant’s behalf to execute and file
any document and to do all other lawfully permitted acts to further the foregoing with the same legal
force and effect as if executed by Consultant and all other creators or owners of the applicable
Invention.
b. Consultant agrees that all Inventions and all other business, technical and financial information
(including, without limitation, the identity of and information relating to customers or employees)
developed, learned or obtained by or on behalf of Consultant during the period that Consultant is to
be providing the Services that relate to Company or the business or demonstrably anticipated
business of Company or in connection with the Services or that are received by or for Company in
confidence, constitute “Proprietary Information.” Consultant shall hold in confidence and not
disclose or, except in performing the Services, use any Proprietary Information. However,
Consultant shall not be obligated under this paragraph with respect to information Consultant can
document is or becomes readily publicly available without restriction through no fault of
Consultant. Upon termination or as otherwise requested by Company, Consultant will promptly
provide to Company all items and copies containing or embodying Proprietary Information, except
that Consultant may keep its personal copies of its compensation records and this Agreement.
Consultant also recognizes and agrees that Consultant has no expectation of privacy with respect to
Company’s telecommunications, networking or information processing systems (including, without
limitation, stored computer files, email messages and voice messages) and that Consultant’s activity,
and any files or messages, on or using any of those systems may be monitored at any time without
notice.
c. As additional protection for Proprietary Information, Consultant agrees that during the period over
which it is to be providing the Services (i) and for one (1) year thereafter, Consultant will not
directly or indirectly encourage or solicit any employee or consultant of Company to leave
Company for any reason and (ii) Consultant will not engage in any activity that is in any way
competitive with the business or demonstrably anticipated business of Company, and Consultant
will not assist any other person or organization in competing or in preparing to compete with any
business or demonstrably anticipated business of Company. Without limiting the foregoing,
Consultant may perform services for other persons, provided that such services do not represent a
conflict of interest or a breach of Consultant’s obligation under this Agreement or otherwise.
d. To the extent allowed by law, Section 2(a) and any license granted Company hereunder includes all
rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or
referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral
Rights”). Furthermore, Consultant agrees that notwithstanding any rights of publicity, privacy or
otherwise (whether or not statutory) anywhere in the world, and without any further compensation,
Company may and is hereby authorized to (and to allow others to) use Consultant’s name in
connection with promotion of its business, products or services. To the extent any of the foregoing
is ineffective under applicable law, Consultant hereby provides any and all ratifications and consents
necessary to accomplish the purposes of the foregoing to the extent possible and agrees not to assert
any Moral Rights with respect thereto. Consultant will confirm any such ratifications and consents
from time to time as requested by Company. If any other person is in any way involved in any
Services, Consultant will obtain the foregoing ratifications, consents and authorizations from such
person for Company’s exclusive benefit.
e. If any part of the Services or Inventions or information provided hereunder is based on,
incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used,
reproduced, distributed and otherwise exploited without using or violating technology or intellectual
property rights owned by or licensed to Consultant (or any person involved in the Services) and not
assigned hereunder, Consultant hereby grants Company and its successors a perpetual, irrevocable,
worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all
such technology and intellectual property rights in support of Company’s exercise or exploitation of
the Services, Inventions, other work or information performed or provided hereunder, or any
assigned rights (including any modifications, improvements and derivatives of any of them).
4. Warranties and Other Obligations. Consultant represents, warrants and covenants that: (i) the Services
will be performed in a professional and workmanlike manner and that none of such Services nor any part
of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (ii) all
work under this Agreement shall be Consultant’s original work and none of the Services or Inventions nor
any development, use, production, distribution or exploitation thereof will infringe, misappropriate or
violate any intellectual property or other right of any person or entity (including, without limitation,
Consultant); (iii) Consultant has the full right to allow it to provide Company with the assignments and
rights provided for herein (and has written enforceable agreements with all persons necessary to give it
the rights to do the foregoing and otherwise fully perform this Agreement); (iv) Consultant shall comply
with all applicable laws and Company safety rules in the course of performing the Services; and (v) if
Consultant’s work requires a license, Consultant has obtained that license and the license is in full force
and effect.
5. Contractor Non-Disclosure Promises. Contractor acknowledges and agrees that, in the course of
Contractor’s engagement with the Company, Contractor will have access to and be entrusted with, and
may acquire, use and/or add to the Company's Confidential Information and Trade Secrets. Contractor
agrees that such Confidential Information and Trade Secrets shall be the exclusive property of the
Company and that Contractor would not have access to the Company's Confidential Information and
Trade Secrets but for Contractor’s engagement with the Company. In exchange therefore and to protect
the goodwill and other business interests of the Company, Contractor makes the following promises:
Protection of Confidential Information and Trade Secrets . Contractor promises to protect and
maintain the confidentiality of Confidential Information and Trade Secrets during Contractor’s
engagement with the Company, not to take or remove Confidential Information or Trade Secrets
from the Company’s premises or electronic data systems without the Company’s prior express
permission, to follow all Company policies and procedures for the protection and security of
information, and to immediately report to management any potential or actual security breach or
information loss.
Return of Confidential Information and Trade Secrets. Contractor agrees to return
immediately any and all materials containing or reflecting Confidential Information and/or Trade
Secrets in Contractor’s possession or under Contractor’s control (i) upon termination of
Contractor’s engagement for any reason, or (ii) at any time upon the Company’s demand.
Contractor further agrees not to take away or retain any originals or copies of Confidential
Information or Trade Secrets in any form following the termination of Contractor’s engagement
with the Company for any reason. Contractor agrees that to ensure compliance with this Agreement,
among other things, the Company shall have the right, upon termination of Contractor’s engagement
for any reason or at any time during Contractor’s engagement, to retain, access and inspect all
property of Contractor in the office, work area or premises. If any Confidential Information or
Trade Secrets are stored on any personal email account, computer, tablet, mobile phone, flash drive,
thumb drive, external hard drive, social media site, or otherwise in cloud storage that is not owned
by the Company, Contractor agrees to tender the device or storage location (along with login and
password information) to an IT professional selected by the Company to remove the Confidential
Information or Trade Secrets.
No Disclosure or Use of Confidential Information and Trade Secrets. Contractor agrees that
Contractor shall not, either during Contractor’s engagement with the Company or at any time after
such engagement ends for any reason, directly or indirectly, disclose, disseminate or publish (in
whole or in part) or use for his/her own benefit or the benefit of any person (other than the
Company) any Confidential Information or Trade Secrets, except as authorized in the ordinary
course of the performance of Contractor’s engagement, as otherwise expressly authorized in writing
by the Company, or as compelled by law or legal process. Contractor agrees to immediately notify
the Company in the event of any unauthorized disclosure or use of Confidential Information or
Trade Secrets.
Obligations if Legal Process Received. In the event Contractor receives a request to disclose all or
any part of the Confidential Information under the terms of a valid and effective subpoena or order
issued by a court of competent jurisdiction, Contractor agrees to (a) immediately notify the
Company of the existence, terms and circumstances surrounding such request so that the Company
may seek a protective order or other remedy or waive compliance with the non-disclosure provisions
of this Agreement, and (b) upon the request of the Company and at the Company’s expense, provide
assistance and cooperation in opposing such disclosure or seeking a protective order or other
remedy. If any Confidential Information is required to be disclosed, Contractor agrees to disclose
no more than that portion of Confidential Information that is legally required to be disclosed and,
upon the request of the Company and at the Company’s expense, Contractor agrees to use
reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to any
Confidential Information so disclosed.
6. Protection of Trade Secrets . Nothing in this Agreement diminishes or limits any protection granted by
law to Trade Secrets or relieves Contractor of any duty not to disclose, use, or misappropriate any
information that is a Trade Secret, for as long as such information remains a Trade Secret.
7. Customer/Investor Non-Solicitation. During Contractor’s engagement and for a period of six months
following the termination of Contractor’s engagement with the Company, for any reason, Contractor shall
not, directly or indirectly, without the Company’s prior express written consent, (i) contact, solicit or
attempt to persuade any Customer/Investor to make investments, purchase products, or accept services, of
the same or similar nature as those offered by the Company from a Competing Business, or (ii) solicit,
encourage or induce any Customer/Investor to reduce or stop doing business with the Company. An
exception to solicitation is granted with regards to the companies that Contractor directly, meaning
included in the groups Contractor has taken over, works with during this engagement. Contractor may
solicit additional consulting work with them insofar as it is limited to coaching, advisory, and mentorship
(i.e. no creation of products or other deliverables). Contractor must also make clear that these additional
consulting services are not being offered or carried out as an agent of Newchip, and that any agreement
between a company and Contractor is a separate agreement that does not include Newchip.
8. Termination. If either party breaches a material provision of this Agreement, the other party may
terminate this Agreement upon ten (10) days’ notice, unless the breach is cured within the notice period.
Company also may terminate this Agreement at any time, with or without cause, upon thirty (30) days’
notice, but, if (and only if) such termination is without cause, Company shall upon such termination pay
Consultant all unpaid, undisputed amounts due for the Services completed prior to notice of such
termination. Sections 2 (subject to the limitations set forth in Section 2(c)) through 9 of this Agreement
and any remedies for breach of this Agreement shall survive any termination or expiration. Company may
communicate the obligations contained in this Agreement to any other (or potential) client or employer of
Consultant.
9. Relationship of the Parties; Independent Contractor; No Employee Benefits . Notwithstanding any

provision hereof, Consultant is an independent contractor and is not an employee, agent, partner or joint
venturer of Company and shall not bind nor attempt to bind Company to any contract. Consultant shall
accept any directions issued by Company pertaining to the goals to be attained and the results to be
achieved by Consultant, but Consultant shall be solely responsible for the manner and hours in which the
Services are performed under this Agreement. Consultant shall not be eligible to participate in any of
Company’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar
programs. Company shall not provide workers’ compensation, disability insurance, Social Security or
unemployment compensation coverage or any other statutory benefit to Consultant. Consultant shall
comply at Consultant’s expense with all applicable provisions of workers’ compensation laws,
unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal,
state and local income tax laws, and all other applicable federal, state and local laws, regulations and
codes relating to terms and conditions of employment required to be fulfilled by employers or
independent contractors. Consultant will ensure that its employees, contractors and others involved in the
Services, if any, are bound in writing to the foregoing, and to all of Consultant’s obligations under any
provision of this Agreement, for Company’s benefit and Consultant will be responsible for any
noncompliance by them. Consultant agrees to indemnify Company from any and all claims, damages,
liability, settlement, attorneys’ fees and expenses, as incurred, on account of the foregoing or any breach
of this Agreement or any other action or inaction by or for or on behalf of Consultant.
10. Assignment. This Agreement and the services contemplated hereunder are personal to Consultant and
Consultant shall not have the right or ability to assign, transfer or subcontract any rights or obligations
under this Agreement without the written consent of Company. Any attempt to do so shall be void.
Company may fully assign and transfer this Agreement in whole or part.
11. Notice. All notices under this Agreement shall be in writing and shall be deemed given when personally
delivered, or three days after being sent by prepaid certified or registered U.S. mail to the address of the
party to be noticed as set forth herein or to such other address as such party last provided to the other by
written notice.
12. Miscellaneous. Any breach of Section 2 or 3 will cause irreparable harm to Company for which damages
would not be an adequate remedy, and therefore, Company will be entitled to injunctive relief with
respect thereto in addition to any other remedies. The failure of either party to enforce its rights under
this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes
or modifications or waivers to this Agreement will be effective unless in writing and signed by both
parties. In the event that any provision of this Agreement shall be determined to be illegal or
unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this
Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be
governed by and construed in accordance with the laws of the State of Texas without regard to the
conflicts of laws provisions thereof. In any action or proceeding to enforce rights under this Agreement,
the prevailing party will be entitled to recover costs and attorneys’ fees. Headings herein are for
convenience of reference only and shall in no way affect interpretation of the Agreement.
13. Defend Trade Secrets Act of 2016 . Consultant acknowledges receipt of the following notice under 18
U.S.C § 1833(b)(1), and will provide such notice to its employees, contractors and others involved in the
Services, if any: “An individual shall not be held criminally or civilly liable under any Federal or State
trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or
local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of
reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document
filed in a lawsuit or other proceeding, if such filing is made under seal.”
Accepted and Agreed to : Astralabs Inc
By :
Name : Elizabeth Ashley Bradford
Title : Director of Operations
Micah Friedland
By :
Name : Micah Friedland
Title : Venture Fellow
EXHIBIT A
Contractor Duties: lead mastermind sessions as well as provide other startup support including pitch deck
reviews, business advisory sessions and other services, being a valuable resource for our accelerator startups
Contractor shall be paid $32/hr

Exhibit 2
Exhibit 3
Case a2:22-cv-06507-JMV-JSA
owed u wchi n o fi Document
from my Ve2-2
t Filed
Fell 11/07/22
w ro Page 14 of 25 PageID: 63
Exhibit 4
ack
Case X ~!z Slack genera
2:22-cv-06507-JMV-JSA Ne C
Document ip Filed
2-2 o +
X 11/07/22 Page 16 of 25 PageID: 65
Exhibit 5
Case a2:22-cv-06507-JMV-JSA
owed u wchi n o fi Document
from my Ve2-2
t Filed
Fell 11/07/22
w ro Page 25 of 25 PageID: 74


§
Plaintiff, §
§
§
v. §
§
Case No. ______________
§
Defendant. §
§
§
CERTIFICATE OF SERVICE
I hereby certify that on November 7, 2022, I filed, via CM/ECF, the foregoing Notice of
Motion for Ex Parte Temporary Restraining Order and Preliminary Injunction and that a copy of
the same along with the Verified Complaint and all attachments were sent to Defendant via
process server.

ARCHER & GREINER

(856) 795-2121
Attorneys for Plaintiff
Astralabs, Inc.


§
Plaintiff, §
§
§
v. §
§
MICAH FRIEDLAND, an individual, § Case No. 2:22-cv-06507-JMV-JSA
§
Defendant. §
§
§
PLAINTIFF’S CORPORATE DISCLOSURE STATEMENT
Pursuant to Federal Rule of Civil Procedure 7.1, Plaintiff Astralabs Inc. submits this
Corporate Disclosure Statement.
Astralabs Inc. is not owned by any parent corporation or any publicly traded
corporation.
Respectfully submitted,
ARCHER & GREINER

(856) 795-2121
By:
By:____________________________
John R. Nelson
Andrew J. Alvarado
Austin, Texas 78701
Telephone: 512-770-4214
Fax: 844-670-6009

2


§
Plaintiff, §
§
§
v. §
§
MICAH FRIEDLAND, an individual, § Case No. 22:6507(JMV)
§
Defendant. §
§
§
I hereby certify that on November 8, 2022, I filed, via CM/ECF, the foregoing Corporate
Disclosure Statement, which was sent to Defendant via process server.
226010224v1
UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY
ASTRALABS, INC,
Plaintiff
V. SUMMONS IN A CIVIL CASE

MICAH FRIEDLAND,
Defendant
CASE
NUMBER: 2:22−CV−06507−JMV−JSA
TO: (Name and address of Defendant):
A lawsuit has been filed against you.
Within 21 days after service of this summons on you (not counting the day you received it)
−− or 60 days if you are the United States or a United States Agency, or an office or employee of
the United States described in Fed. R. civ. P. 12 (a)(2) or (3) −− you must serve on the plaintiff
an answer to the attached complaint or a motion under rule 12 of the Federal Rules of Civil
Procedure. The answer or motion must be served on the plaintiff or plaintiff`s attorney, whose
name and address are:
If you fail to respond, judgment by default will be entered against you for the relief
demanded in the complaint. You also must file your answer or motion with the court.
s/ WILLIAM T. WALSH
CLERK
ISSUED ON 2022−11−09 10:39:32, Clerk

USDC NJD
RETURN OF SERVICE
Service of the Summons and complaint was made by DATE
me(1)
NAME OF SERVER (PRINT) TITLE
Check one box below to indicate appropriate method of service
Served personally upon the defendant. Place where served: ___________________________

________________________________________________________________________; or
Left the summons at the individual's residence or usual place of abode with (name):
___________________________ a person of suitable age and discretion who resides there,
on (date):__________ and mailed a copy to the individual's last known address; or
Name of person with whom the summons and complaint were left:
_______________________________________; or
Returned unexecuted: _______________________________________________________

_________________________________________________________________________
______________________________________________________________________; or
Other (specify):
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
STATEMENT OF SERVICE FEES

TRAVEL SERVICES TOTAL
DECLARATION OF SERVER
I declare under penalty of perjury under the laws of the United States of America that the foregoing
information
contained in the Return of Service and Statement of Service Fees is true and correct.
Executed on ___________________ _______________________________________

Date Signature of Server
_______________________________________
Address of Server

ASTRALABS, INC.,
Plaintiff,
Civil Action No. 22-6507
v.
ORDER
MICAH FRIEDLAND,
Defendant.
John Michael Vazquez, U.S.D.J.
On November 7, 2022, Plaintiff Astralabs, Inc. (“Astralabs”) filed a Complaint, D.E. 1
(“Compl.”), against Micah Friedland alleging claims for breach of contract, tortious interference,
and misappropriation of trade secrets. Plaintiff alleges that Defendant breached a contract, D.E.
2-2 Ex. 1, which prohibits the disclosure or use of confidential information and trade secrets and
prohibits the solicitation of customers and others; and it further
APPEARING that Plaintiff filed an ex parte motion for a temporary restraining order and
preliminary injunction on November 7, 2022. Plaintiff seeks an order restraining Defendant from,
among other things, using Plaintiff’s confidential information or trade secrets or contacting or
soliciting Plaintiff’s clients or workers; D.E. 2; and it further
APPEARING that Federal Rule of Civil Procedure 65 provides that a court may only issue
a temporary restraining order without notice to the adverse party if “specific facts in an affidavit
or verified complaint clearly show that immediate and irreparable injury, loss, or damage will
result to the movant before the adverse party can be heard in opposition.” Fed. R. Civ. P.
65(b)(1)(A). In addition, the movant’s attorney must “certify[y] in writing any effort made to give
notice and the reasons why [notice] should not be required.” Fed. R. Civ. P. 65(b)(1)(B); and it
further
APPEARING that Plaintiff’s attorney did not file a written certification explaining the
efforts made to give notice to Defendant and why notice should not be required. Thus, Plaintiff
fails to comply with Rule 65(b)(1)(B); and it further
APPEARING that Plaintiff also fails to comply with Rule 65(b)(1)(A) because it does not
show specific facts that clearly demonstrate immediate and irreparable injury, loss, or damage. In
its brief in support of the instant motion, Plaintiff argues as follows:
[N]otice should not be required under these circumstances because

a Temporary Restraining Order is required to immediately stop
Defendant from using Astralabs’s trade secret, confidential, and
proprietary information for the purpose of damaging Astralabs’s
good will and to encourage an unidentifiable but significant amount
of Astralabs’s employees, independent contractors, and clients to
stop doing business with Astralabs.
D.E. 2-1 at 2. Plaintiff continues that it is “highly likely that upon being served with Astralabs’s
Complaint and Application for Temporary Restraining Order, Defendant will further escalate his
unlawful activity.” Id. at 4. Plaintiff also claims that “Defendant is continuing his efforts to use
Astralabs’s trade secret, confidential, and proprietary information to intentionally interfere with
Astralabs’s contracts with its clients and workers[.]” Id. at 3. The Affidavit of Andrew Ryan
submitted with the pending motion does not allege any specific wrongful conduct after November
1, 2022 (following Defendant’s termination on October 31, 2022). D.E. 2-2 ¶¶ 4-8; see also
Compl. ¶¶ 32-36. While Mr. Ryan claims that Defendant “has posted additional solicitations” and
that “Astralabs received notice from at least one of its clients that [Defendant] was soliciting
Astralabs’s clients,” Plaintiff has not provided sufficient proof of such actions. “[A]n injunction
is ‘an extraordinary remedy, which should be granted only in limited circumstances.’” Novartis
2
Kerri E. Chewning
Also Member of Pennsylvania Bar
kchewning@archerlaw.com
856-616-2685 Direct
856-673-7166 Direct Fax
Archer & Greiner, P.C.
Voorhees, NJ 08043
856-795-2121 Main
856-795-0574 Fax
www.archerlaw.com
November 9, 2022
VIA CM/ECF
Honorable John Michael Vazquez, U.S.D.J.
United States District Court for the District of New Jersey
50 Walnut Street
Newark, New Jersey 07101
Re: Astralabs, Inc. v. Friedland,

Civ. No. 22-6507(JMV)
Dear Judge Vazquez:
I write in support of Plaintiff’s Motion for a Temporary Restraining Order and in

response to the Court’s Order of even date denying Plaintiff’s motion without prejudice. [Doc.
No. 5].
Please be advised that service of the Verified Complaint, attached Affidavit of Andrew
Ryan with attached Exhibits, and Plaintiff’s Motion for a Temporary Restraining Order were
served via process server this morning, November 9, 2022 at 6:37 a.m. Mr. Friedland has
confirmed receipt of these papers during a phone call with the undersigned earlier today. See
Certification of Service (attached). A filed affidavit of service from Guaranteed Subpoena will
be forthcoming.
Now that the summons has been issued by the Clerk’s Office, Plaintiff intends to
formally serve Mr. Friedland again with the completed Summons, Verified Complaint and all
attachments. In addition to formal service, I have also emailed a copy to Mr. Friedland. See id.
As Defendant has been provided with all the papers filed with the Court, Plaintiff
respectfully requests that the Court schedule this matter for a hearing on the Motion for a
Temporary Restraining Order at it very earliest convenience. A prompt hearing on Plaintiff’s
motion is necessary to prevent any further public dissemination of Plaintiff’s trade secret
information. The reasons to exempt this motion from the standard motion schedule pursuant to
L. Civ. R. 7.1(c) are fully explained in Plaintiff’s Motion for Temporary Restraining Order.
Plaintiff will be represented by the undersigned and I will be joined by co-counsel, John
R. Nelson and Andrew J. Alvarado from the Dickinson Wright firm in Austin, Texas. A motion
seeking the admission of Mr. Nelson and Mr. Alvarado pro hac vice will be forthcoming.
Accordingly, we request when the Court set this matter for a hearing, it do so via Zoom or
telephone to accommodate co-counsel’s participation.
Haddonfield, NJ | Hackensack, NJ | Princeton, NJ | Philadelphia, PA | Red Bank, NJ | New York, NY | Wilmington, DE


November 9, 2022
Page 2
We thank the Court for its attention to this matter.
KERRI E. CHEWNING
cc: Micah Friedland (via electronic and U.S. mail)

John R. Nelson, Esquire
Andrew J. Alvarado, Esquire
226019924v1
ARCHER & GREINER

(856) 795-2121
Astralabs, Inc.

ASTRALABS, INC.,
Civil Action No. 2:22-cv-6507(JMV)
Plaintiff,
v. ELECTRONICALLY FILED
MICAH FRIEDLAND,
Defendant.
CERTIFICATION OF SERVICE
I Kerri E. Chewning, hereby certify as follows:
1. I am counsel of record for Plaintiff Astralab, Inc.
2. On November 9, 2022, a process server from Guaranteed Subpoena, Edward
Allen, personally served Defendant, Micah Friedland, the following documents:
a. Plaintiff’s Verified Complaint with Attached Affidavit of Andrew Ryan with

Exhibits;
b. Plaintiff’s Motion for Temporary Restraining Order with all supporting

documents.
3. A true and correct copy of the Return of Service is attached hereto with
Defendant’s personal home address redacted from same.

4. Plaintiff arranged for immediate service of the filed papers in light of the filed
Motion for a Temporary Restraining Order even though a summons had not yet issued.
5. Upon receipt of the service, Mr. Friedland contacted me and during a subsequent
phone call with me and my co-counsel, Andrew Alvarado, Mr. Friedland confirmed receipt of
the materials identified above.
6. Upon issuance of the Summons from the Court, I forwarded the Summons and a
second copy of the Verified Complaint with all attachments to Mr. Friedland via electronic mail
at the address he provided to us during our call.
7. Also on November 9, 2022, I forwarded a copy of the Summons and Verified
Complaint with all attachments to Guaranteed Subpoena for supplemental service, which also
included the Summons issued by the Court.
Pursuant to 28 U.S.C. §1746, I certify under penalty of perjury that the foregoing is true
and correct.
KERRI E. CHEWNING
226025431v1
ARCHER & GREINER

(856) 795-2121
Astralabs, Inc.

ASTRALABS, INC.,
Plaintiff,
MICAH FRIEDLAND,
Defendant.
NOTICE OF MOTION FOR ADMISSION PRO HAC VICE OF

JOHN R. NELSON AND ANDREW J. ALVARADO
Please take notice that on December 5, 2022, or as soon thereafter as Plaintiff may be
heard, counsel for Plaintiff shall move before this Court for an Order granting the Admission Pro
Hac Vice of John R. Nelson and Andrew J. Alvarado.
In support of this Motion, Plaintiff shall rely upon the individual Certifications of John R.
Nelson and Andrew J. Alvarado, and the Certification of Kerri E. Chewning. As this motion
does not require legal argument, no brief will be filed.
A proposed form of order and Certificate of Service are also enclosed.

ARCHER & GREINER

(856) 795-2121
By:
226032110v1
ARCHER & GREINER

(856) 795-2121
Astralabs, Inc.

ASTRALABS, INC.,
Plaintiff,
MICAH FRIEDLAND,
Defendant.
CERTIFICATION OF KERRI E. CHEWNING
I, Kerri Chewning, hereby certify as follows:
1. I am a partner with the law firm of Archer & Greiner, attorneys for Plaintiff,
Astralabs, Inc. in this action.
2. I am admitted, practicing and a member in good standing with the Bars of the
State of New Jersey and of this Court. I submit this Certification in support of the Motion for
Admission Pro Hac Vice of: John R. Nelson and Andrew J. Alvarado.
3. John R. Nelson is a Partner at Dickinson Wright PLLC and a member in good
standing in the courts noted in his Certification, which also sets forth his qualifications for
admission.
4. Andrew J. Alvarado is a Partner at Dickinson Wright PLLC and a member in
good standing in the courts noted in his Certification, which also sets forth his qualifications for
admission.
5. In the event that the instant application is granted, I, or a member of this firm, will
continue to participate in the litigation and all documents filed with this Court shall be endorsed
and filed by myself or another member of this firm duly admitted to practice before this Court.
6. I acknowledge that I am bound by L. Civ. R. 101.1 in this matter.
Pursuant to 28 U.S.C. §1746, I declare under penalty of perjury that the foregoing is true
and correct.
KERRI E. CHEWNING, ESQUIRE

Dated: November 10, 2022.
226024313v1
ARCHER & GREINER

(856) 795-2121
Astralabs, Inc.

ASTRALABS, INC.,
Civil Action No.: 2:22-cv-6507(JMV)
Plaintiff,
V.
MICAH FRIEDLAND, ELECTRONICALLY FILED
Defendant.
______________________________________________________________________________
CERTIFICATION OF JOHN R. NELSON

______________________________________________________________________________
I, John R. Nelson, hereby certify as follows:
1. I am a Partner at Dickinson Wright PLLC, co-counsel for Plaintiff Astralabs, Inc.
I make this Certification in support of my application for admission pro hac vice pursuant to L.
Civ. R. 101.1(c)(1).
2. I hereby certify that I am admitted and a member in good standing in the
following jurisdictions:
Jurisdiction Year Contact Information
Eastern District of Texas 2002 Clerk, US District Court

William M. Steger Federal Building and
United States Courthouse
211 West Ferguson Street, Room 106
Tyler, Texas 75702
903-590-1007
Western District of Texas 1997 U.S. District Clerk’s Office

501 West Fifth Street, Suite 1100
Austin, Texas 78701
512-916-5896
Northern District of Texas 1998 Earle Cabell Federal Building
1100 Commerce St., Rm. 1452
Dallas, TX 75242
214-753-2200
Southern District of Texas 2002 515 Rusk Street
Houston, TX 77002
713-250-5500
US Court of Appeals – Fifth Circuit 1999 U.S. Court of Appeals
For the Fifth Circuit
600 S. Maestri Place
Suite 115
New Orleans, LA 70130
(504) 310-7700
All Texas State Courts 1996 1414 Colorado Street
Austin, Texas 78701
(512) 427-1463
3. There are no disciplinary proceedings pending against me in any jurisdiction nor
have I ever been the subject of any disciplinary proceeding.
4. I understand that if granted pro hac vice admission, I have an obligation to
comply with all court and ethical rules governing the practice of law before this Court and that I
am subject to the disciplinary rules of this Court.
5. I further agree to pay any and all fees to the Lawyers Fund for Client Protection
and this Court as required by L. Civ. R. 101.1(c)(2) and (3).
6. In this matter, will be associated with Kerri E. Chewning, Esquire, who is a
member in good standing of the bar of this Court. In the event this motion is granted, Ms.
Chewning or a member of her firm, Archer & Greiner, P.C., will continue to participate in the
litigation and all documents filed with this Court shall be endorsed and filed Ms. Chewning or a
member of her firm.
2
Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true
and correct. Executed on November 10, 2022.
JOHN R. NELSON
226032107v1
3
ARCHER & GREINER

(856) 795-2121
Astralabs, Inc.

ASTRALABS, INC.,
Civil Action No.: 2:22-cv-6507(JMV)
Plaintiff,
V.
MICAH FRIEDLAND, ELECTRONICALLY FILED
Defendant.
______________________________________________________________________________
CERTIFICATION OF ANDREW J. ALVARADO

______________________________________________________________________________
I, Andrew J. Alvarado, hereby certify as follows:
1. I am a Partner at Dickinson Wright PLLC, co-counsel for Plaintiff Astralabs, Inc.
I make this Certification in support of my application for admission pro hac vice pursuant to L.
Civ. R. 101.1(c)(1).
2. I hereby certify that I am admitted and a member in good standing in the
following jurisdictions:
Jurisdiction Year Contact Information
Northern District of 2020 Earle Cabell Federal Building

Texas 1100 Commerce St., Rm. 1452
Dallas, TX 75242
214-753-2200
Western District of 2021 U.S. District Clerk’s Office

Texas 501 West Fifth Street, Suite 1100
Austin, Texas 78701
512-916-5896
Southern District of 2021 515 Rusk Street
Texas Houston, TX 77002
713-250-5500
US District Court - 2017 Sandra Day O'Connor U.S. Courthouse, Suite 130
District of Arizona 401 West Washington Street, SPC 1
Phoenix, AZ 85003-2118
(602) 322-7200
Arizona State Courts 2017 4201 N. 24th Street Suite 100
Phoenix, AZ 85016-6266
Phone: (602) 252-4804
Texas State Courts 2020 1414 Colorado Street
Austin, Texas 78701
(512) 427-1463
3. There are no disciplinary proceedings pending against me in any jurisdiction nor
have I ever been the subject of any disciplinary proceeding.
4. I understand that if granted pro hac vice admission, I have an obligation to
comply with all court and ethical rules governing the practice of law before this Court and that I
am subject to the disciplinary rules of this Court.
5. I further agree to pay any and all fees to the Lawyers Fund for Client Protection
and this Court as required by L. Civ. R. 101.1(c)(2) and (3).
6. In this matter, will be associated with Kerri E. Chewning, Esquire, who is a
member in good standing of the bar of this Court. In the event this motion is granted, Ms.
Chewning or a member of her firm, Archer & Greiner, P.C., will continue to participate in the
litigation and all documents filed with this Court shall be endorsed and filed Ms. Chewning or a
member of her firm.
2
Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true
and correct. Executed on November 10, 2022.
ANDREW J. ALVARADO
219492601v1
226032113v1
3
ARCHER & GREINER

(856) 795-2121
Astralabs, Inc.BY: KERRI E. CHEWNING, ESQUIRE

ASTRALABS, INC., Civil Action No. 2:22-cv-6507(JMV)
Plaintiff,
MICAH FRIEDLAND,
Defendant.
______________________________________________________________________________
ORDER GRANTING PLAINTIFF’S MOTION FOR ADMISSION PRO HAC VICE

OF JOHN R. NELSON AND ANDREW J. ALVARADO
THIS MATTER having been brought before the Court upon the application of Plaintiff,
Astralabs, Inc. for the Admission Pro Hac Vice of John R. Nelson and Andrew J. Alvarado;
WHEREAS John R. Nelson and Andrew J. Alvarado have each certified that there are no
disciplinary proceedings pending against them in any jurisdiction and that there has been no
discipline previously imposed upon them in any jurisdiction, and the Court having considered the
submissions of the parties;
And for good cause shown;
IT IS on this _________ day of _________________, 2022

ORDERED that John R. Nelson and Andrew J. Alvarado be permitted to appear and
participate as pro hac vice counsel for Plaintiff Astralabs, Inc. in this matter pursuant to L. Civ.
R. 101.1(c).
IT IS FURTHER ORDERED that all pleadings, briefs and other papers filed with the
Court on behalf of Defendants shall be signed by Kerri E. Chewning, Esquire of Archer &
Greiner, or a member of her firm who is a member in good standing of the Bar of the State of
New Jersey and of this Court, who shall be held responsible for said papers and for the conduct
of this case and who shall be present before the Court during all stages of this proceeding, unless
excused by the Court.
IT IS FURTHER ORDERED that John R. Nelson and Andrew J. Alvarado shall each
pay the annual fee required by the New Jersey Lawyers’ Fund for Client Protection in
accordance with the New Jersey Court Rule 1:28, and they shall take no fee in any tort case in
excess of New Jersey Court Rule 1:21-7 governing contingent fees.
IT IS FURTHER ORDERED that pursuant to L. Civ. R. 101.1(c)(3), John R. Nelson
and Andrew J. Alvarado shall each make a payment of $150.00, for admission, payable to the
Clerk, United States District Court.
IT IS FURTHER ORDERED that John R. Nelson and Andrew J. Alvarado shall be
bound by the Rules for the United States District Court for the District of New Jersey, including
but not limited to L. Civ. R. 103.1, Judicial Ethics and Responsibility, and L. Civ. R. 104.1,
Discipline of Attorneys.
____________________________________
JESSICA S. ALLEN, U.S.M.J.
226032073v1
2
ARCHER & GREINER

(856) 795-2121
Astralabs, Inc.

ASTRALABS, INC.,
Plaintiff,
MICAH FRIEDLAND,
Defendant.
I hereby certify that on November 10, 2022, I electronically filed, and served on all
counsel of record, via CM/ECF, and on Defendant individually via electronic and U.S. mail, the
foregoing Notice of Motion for Admission Pro Hac Vice and all papers in support of same.
KERRI E. CHEWNING
226023836v1
UNITED STATED DISTRICT COURT

MINUTES OF PROCEEDINGS
OFFICE: NEWARK DATE: 11/17/2022

JUDGE: JOHN MICHAEL VAZQUEZ
COURT REPORTER: Lisa A. Larsen
TITLE OF CASE: DOCKET# 2 2 - 6 5 0 7
Astralabs, Inc. v. Friedland
APPEARANCES:
Kerri Chewing, Esq.

John Nelson, Esq.
Andrew Alvarado, Esq.
Micah Friedland, Defendant
Nature of Proceedings: TELEPHONE CONFERENCE held on the record
Telephone conference held regarding the pending motion for TRO.
Time Commenced: 2:30

Time Adjourned: 2:30
Total Time: 30 min
RoseMarie Olivieri
SENIOR COURTROOM DEPUTY


§
Plaintiff, §
§
§
v. §
§
MICAH FRIEDLAND, an individual, § Civil Action No. 2:22-cv-6507(JMV)
§
Defendant. §
§
§
SUPPLEMENTAL BRIEF IN SUPPORT OF PLAINTIFF’S MOTION FOR

ARCHER & GREINER

(856) 795-2121

Austin, Texas 78701
(512) 770-4214

Pro Hac Vice Application Pending
TABLE OF CONTENTS
Page(s)
TABLE OF AUTHORITIES .......................................................................................................... ii
INTRODUCTION ...........................................................................................................................1
ASTRALABS IS LIKELY TO PREVAIL ON ITS CLAIMS UNDER TEXAS LAW .................1
CONCLUSION ................................................................................................................................5
i
TABLE OF AUTHORITIES
Page(s)
Federal Cases
Wellogix, Inc. v. Accenture, L.L.P, 716 F.3d 867, 874 (5th Cir. 2013) ...........................................4
State Cases
Glob. Water Grp., Inc. v. Atchley, 244 S.W.3d 924, 928 (Tex. App. 2008)....................................4
Mays v. Pierce, 203 S.W.3d 564, 575 (Tex. App.-Houston [14th Dist.] 2006 ................................2
Valero Mktg. & Supply Co. v. Kalama Int'l, L.L.C.,

51 S.W.3d 345 (Tex. App. 2001) ...............................................................................................1
Weitzul Constr., Inc. v. Outdoor Environs, 849 S.W.2d 359, 363 (Tex. App.-
Dallas 1993) ...............................................................................................................................2
State Statutes
Tex. Civ. Prac. & Rem. Code § 134A.002 ......................................................................................4
ii
INTRODUCTION
Plaintiff Astralabs, Inc. (“Astralabs”), files this supplemental brief in support of its
Application for a Temporary Restraining Order and Preliminary Injunction against Defendant
Micah Friedland. Pursuant to the Court’s instruction, Astralabs submits this supplemental brief to
demonstrate that it is likely to succeed on its Texas common law and statutory claims against
Defendant.
ASTRALABS IS LIKELY TO PREVAIL ON ITS CLAIMS UNDER TEXAS LAW
Astralabs and Defendant are parties to a Consulting Agreement (the “Contract”) which,
among other things, prohibits Defendant from soliciting Astralabs’s clients and workers. Based
on the undisputed fact that Defendant breached the Contract by soliciting Astralabs’s clients and
workers, Astralabs seeks narrowly tailored injunctive relief to prevent Defendant from
committing any further breaches.
Because Astralabs asks the Court to order Defendant to comply with the terms of the
Contract, all of the terms in the proposed Temporary Restraining Order are justified by
Astralabs’s likelihood of success on the merits of its breach of contract claim. Accordingly, that
is the focus of this brief. However, to be thorough, Astralabs will also demonstrate that it is
likely to succeed on its claims for tortious interference and misappropriation of trade secrets
under Texas law.
Astralabs is likely to succeed on its claim for breach of contract under Texas common
law. To prevail on its claim breach of contract under Texas law, Astralabs must show “(1) the
existence of a valid contract; (2) performance or tendered performance by the plaintiff; (3)
breach of the contract by the defendant; and (4) damages sustained by the plaintiff as a result of
the breach.” Valero Mktg. & Supply Co. v. Kalama Int'l, L.L.C., 51 S.W.3d 345, 351 (Tex. App.
2001). Based on the undisputed facts, Astralabs will be able to satisfy each element of its breach
of contract claim.
First, the parties entered a valid contract. On or about January 10, 2022, Astralabs and
Defendant executed the Contract. A copy of the Contract is attached as Exhibit 1 to the Affidavit
of Andrew Ryan, which was submitted as Exhibit A to Plaintiff’s Verified Complaint (the “Ryan
Aff.”).
Second, Astralabs will demonstrate that it fully or substantially performed its contractual
obligations. See Weitzul Constr., Inc. v. Outdoor Environs, 849 S.W.2d 359, 363 (Tex. App.—
Dallas 1993, writ denied) (pleading of full performance also supports a claim of substantial-
performance). As stated in the Contract, “the only consideration due [Defendant],” and
Astralabs’s only contractual obligation, is to compensate Defendant for his work at an agreed
hourly rate. While Defendant took issue with some of Astralabs’s business practices, at no point
in his solicitations did Defendant state that Astralabs failed to pay him the amounts he earned
under the Contract. See Ex. 2-5 to the Ryan Aff.
Third, the undisputed facts establish Defendant breached the Contract. Under Texas law,
a “breach of contract occurs when a party fails or refuses to do something he has promised to
do.” Mays v. Pierce, 203 S.W.3d 564, 575 (Tex. App.–Houston [14th Dist.] 2006, pet. denied).
As set forth by the sworn testimony of Astralabs’s CEO Mr. Ryan, and demonstrated in the
screenshots of Defendant’s multiple solicitations, Defendant materially breached the Contract by
neglecting his contractual obligations. Ryan Aff. ⁋⁋ 4-9, and Ex. 2-5 thereto.
In the Contract, Defendant agreed not to contact, solicit, or attempt to persuade
Astralabs’s clients to purchase or accept services of a similar nature from a competing business,
and he further agreed not to solicit or encourage any of Astralabs’s clients and workers to reduce
or stop doing business with Astralabs.
2
Defendant breached the Contract by soliciting at least one of Astralabs’s clients to
purchase a service similar to one offered by Astralabs from a competing business. Ryan Aff. ⁋10.
Based on information available to date, Defendant further breached the Contract by publishing
solicitations on various online platforms on or about October 31, 2022 and November 1, 2022.
Ryan Aff. ⁋⁋ 4-9, and Exhibits 2-5 thereto.
Lastly, after obtaining additional information through discovery, Astralabs anticipates
that it will demonstrate that certain of its clients and workers stopped or reduced doing business
with Astralabs because Defendant solicited them in violation of the Contract, and that
Astralabs’s monetary losses were the natural, probable, and foreseeable consequence of
Defendant’s breaches. Velvet Snout, LLC v. Sharp, 441 S.W.3d 448, 451 (Tex. App.—El Paso
2014, no pet.).
Defendant’s demonstrable breaches of the Contract justify the narrow injunctive relief
Astralabs requests – a Temporary Restraining Order requiring Defendant to comply with the
terms of the Contract. Astralabs is also entitled to injunctive relief because it will likely prevail
on its separate claims for tortious interference and misappropriation of trade secrets.
Based on the undisputed evidence available to date, Astralabs will likely satisfy each of
the following elements for tortious interference under Texas common law: “(1) the existence of a
contract subject to interference, (2) a willful and intentional act of interference, (3) such act was
a proximate cause of damage and (4) actual damage or loss occurred.” Browning-Ferris, Inc. v.
Reyna, 865 S.W.2d 925, 926 (Tex. 1993).
Through his work providing coaching and mentoring to Astralabs’s clients, Defendant
knew either that Astralabs had contractual relationships with its clients and workers, or had
knowledge of facts and circumstances that would lead a reasonable person to believe there was a
contract between Astralabs and its clients and workers. Texas Campaign for the Env't v. Partners
Dewatering Int'l, LLC, 485 S.W.3d 184, 193 (Tex. App. 2016) (“The interfering party must
3
know of the existence of a contract between the plaintiff and a third party or have knowledge of
facts that would lead a reasonable person to conclude that a contract existed.”)
Defendant intentionally and willfully targeted his solicitations to Astralabs’s clients and
workers. Ryan Aff. ⁋⁋ 4-9, and Exhibits 2-5 thereto. Accordingly, Astralabs will likely prove that
Defendant proximately caused Astralabs’s injury by actively persuading its clients and workers
to stop doing business with Astralabs. See Davis v. HydPro, Inc., 839 S.W.2d 137, 139 (Tex.
App.—Eastland 1992) (“[T]he ‘active part in persuading a party to a contract to breach it’ is part
of the proximate cause requirement [of a tortious interference claim].”)
Additionally, Astralabs will likely establish that Defendant misappropriated its trade
secret information. “Trade secret misappropriation under Texas law is established by showing:
(a) a trade secret existed; (b) the trade secret was acquired through a breach of a confidential
relationship or discovered by improper means; and (c) use of the trade secret without
authorization from the plaintiff.” Wellogix, Inc. v. Accenture, L.L.P, 716 F.3d 867, 874 (5th Cir.
2013) (quotations omitted); (Tex. Civ. Prac. & Rem. Code § 134A.002).
Under Texas law, a company’s information regarding its clients (i.e. a client list) is
protectable as a trade secret. Glob. Water Grp., Inc. v. Atchley, 244 S.W.3d 924, 928 (Tex. App.
2008) (“customer lists [and] customer preferences . . . have all been recognized as trade
secrets.”).
Astralabs’s client list represents an accumulation of information that has independent
economic value and is not readily available to Astralabs’s competitors, Defendant acknowledged
that information regarding the identity of Astralabs’s clients and workers constitutes Astralabs’s
Proprietary Information, and Astralabs takes reasonable measures to protect its proprietary and
trade secret information. The Contract, Ex. 1 to the Ryan Aff. ⁋⁋ 3, 5; Plaintiff’s Verified
Complaint ⁋⁋ 14, 19, 21.
4
ARCHER & GREINER

(856) 795-2121
Astralabs, Inc.

ASTRALABS, INC.,
Plaintiff,
MICAH FRIEDLAND,
Defendant.
I hereby certify that on November 23, 2022, I electronically filed, and served on all
counsel of record, via CM/ECF, and on Defendant individually via electronic and U.S. mail, the
foregoing Supplemental Brief in Support of Plaintiff’s Motion for a Temporary Restraining
Order, and this Certificate of Service.
KERRI E. CHEWNING
226108396v1


§
Plaintiff, §
§
§
v. §
§
MICAH FRIEDLAND, an individual, § Civil Action No. 2:22-cv-6507(JMV)
§
Defendant. §
§
§
TO THE CLERK OF COURT:
Kindly enter my appearance on behalf of Plaintiff, Astralabs, Inc. in the above-captioned
matter.
ARCHER & GREINER

(856) 795-2121
By: /s Amy E. Pearl

Amy E. Pearl, Esq.
Dated: December 1, 2022
226151980v1
1


§
Plaintiff, §
§
§
v. §
§
MICAH FRIEDLAND, an individual, § Civil Action No. 22-6507
§
Defendant. §
§
§
[PROPOSED] STIPULATED ORDER GRANTING PLAINTIFF’S APPLICATION FOR

This matter came before the Court upon Plaintiff Astralabs Inc.’s Application for
Temporary Restraining Order and Preliminary Injunction (“TRO”). Defendant Micah Friedland
has consented to this stipulated Temporary Restraining Order.
Plaintiff and the stipulating Defendant, having requested the Court to enter the stipulated
TRO, and the Court, having considered the submission of the Plaintiff, hereby finds that
Plaintiff has satisfied the four-part test for issuance of a preliminary injunction set forth in
Winter v. Natural Resources Defense Council, 555 U.S. 7, 20 (2008) as follows:
1. First, Plaintiff is “likely to succeed on the merits” on its breach of contract,
misappropriation of trade secret, and tortious interference claims against Defendant. In support
of its claims, Plaintiff has established that Defendant used Plaintiff’s proprietary information to
directly and indirectly encourage and solicit Plaintiff’s clients and workers to reduce or stop
their business with Astralabs in violation of the parties’ contract.
2. Second, Plaintiff is “likely to suffer irreparable harm in the absence of
preliminary relief.” Winter, 555 U.S. at 20. Plaintiff has demonstrated that Defendant’s
improper use of Plaintiff’s proprietary information and Defendant’s intentional solicitation of
Plaintiff’s clients and workers is unlikely to stop without an injunction.
3. Third, “the balance of equities tips in . . . favor” of injunctive relief. Winter, 555
U.S. at 20. In addition to Defendant’s misuse of Plaintiff’s proprietary information, Plaintiff has
shown that Defendant intentionally breached his contractual obligations to damage Plaintiff’s
reputation and to solicit Plaintiff’s clients and workers. The Court finds that requiring
Defendant to abide by the terms of his contract with Plaintiff will not adversely affect
Defendant.
4. Fourth, Plaintiff has established that Defendant violated his contract with
Plaintiff, and an order from this Court prohibiting any further breaches of the contract is in the
public interest.
Upon finding that Plaintiff has satisfied Winter’s four-part test; it is on this 1st day of
December at ____9_______ a.m., 2022 ORDERED that Plaintiff’s Application be and hereby is
GRANTED pursuant to Federal Rule of Civil Procedure 65 and the inherent equitable powers of
the Court as follows:
The Court hereby preliminarily RESTRAINS AND ENJOINS Defendant Micah
Friedland from:
1. Using Astralabs’s technical and financial information including, without
limitation, the identity of and information relating to Astralabs’s clients or
workers;
2. Directly or indirectly encouraging or soliciting any employee or independent
contractor of Astralabs to leave the company;
3. Taking or removing Astralabs’s confidential information or trade secrets from
2
By:____________________________
John R. Nelson
Andrew J. Alvarado
Austin, Texas 78701
Telephone: 512-770-4214
Fax: 844-670-6009

4


§
Plaintiff, §
§
§
v. §
§
MICAH FRIEDLAND, an individual, § Civil Action No. 22-6507
§
Defendant. §
§
§
STIPULATED ORDER GRANTING PLAINTIFF’S APPLICATION FOR

This matter came before the Court upon Plaintiff Astralabs Inc.’s Application for
Temporary Restraining Order and Preliminary Injunction (“TRO”). Defendant Micah Friedland
has consented to this stipulated Temporary Restraining Order.
Plaintiff and the stipulating Defendant, having requested the Court to enter the stipulated
TRO, and the Court, having considered the submission of the Plaintiff, hereby finds that
Plaintiff has satisfied the four-part test for issuance of a preliminary injunction set forth in
Winter v. Natural Resources Defense Council, 555 U.S. 7, 20 (2008) as follows:
1. First, Plaintiff is “likely to succeed on the merits” on its breach of contract,
misappropriation of trade secret, and tortious interference claims against Defendant. In support
of its claims, Plaintiff has established that Defendant used Plaintiff’s proprietary information to
directly and indirectly encourage and solicit Plaintiff’s clients and workers to reduce or stop
their business with Astralabs in violation of the parties’ contract.
2. Second, Plaintiff is “likely to suffer irreparable harm in the absence of
preliminary relief.” Winter, 555 U.S. at 20. Plaintiff has demonstrated that Defendant’s
improper use of Plaintiff’s proprietary information and Defendant’s intentional solicitation of
Plaintiff’s clients and workers is unlikely to stop without an injunction.
3. Third, “the balance of equities tips in . . . favor” of injunctive relief. Winter, 555
U.S. at 20. In addition to Defendant’s misuse of Plaintiff’s proprietary information, Plaintiff has
shown that Defendant intentionally breached his contractual obligations to damage Plaintiff’s
reputation and to solicit Plaintiff’s clients and workers. The Court finds that requiring
Defendant to abide by the terms of his contract with Plaintiff will not adversely affect
Defendant.
4. Fourth, Plaintiff has established that Defendant violated his contract with
Plaintiff, and an order from this Court prohibiting any further breaches of the contract is in the
public interest.
Upon finding that Plaintiff has satisfied Winter’s four-part test; it is on this 1st day of
December at ____9_______ a.m., 2022 ORDERED that Plaintiff’s Application be and hereby is
GRANTED pursuant to Federal Rule of Civil Procedure 65 and the inherent equitable powers of
the Court as follows:
The Court hereby preliminarily RESTRAINS AND ENJOINS Defendant Micah
Friedland from:
1. Using Astralabs’s technical and financial information including, without
limitation, the identity of and information relating to Astralabs’s clients or
workers;
2. Directly or indirectly encouraging or soliciting any employee or independent
contractor of Astralabs to leave the company;
3. Taking or removing Astralabs’s confidential information or trade secrets from
2

Case No. 2:22-cv-06507-JMV-JSA

ASTRALABS, INC.
DEFENDANT’S MOTION TO
Plaintiff, EXTEND TIME TO ANSWER OR
RESPOND
v.
MICAH FRIEDLAND,
Defendant.
Defendant Micah Friedland respectfully moves this Honorable Court for an order
extending his time to answer or otherwise respond to the Complaint. In support thereof,
Defendant states:
1. On November 7, 2022, a Complaint was filed in this action.
2. On November 9, 2022, I accepted service of the Complaint without Summons.
3. On November 30, 2022, I accepted service of the Complaint and Summons. In
light of service, I understand that my time to answer or otherwise reply to the
Complaint expires on December 21, 2022.
4. I am a natural person and have thus far represented myself pro se, but am now in
the process of retaining legal counsel for this matter.
5. I require an extension in order to find and retain counsel, for counsel to review the
Complaint, and for my counsel and I to adequately prepare a response.
6. On December 8, 2022, I communicated to Plaintiff’s attorneys my plans to retain
counsel and requested that Plaintiff stipulate to an extension. Plaintiff refused and
accordingly opposes this motion.

7. I attest that this motion is made in good faith and not for the purpose of delay.
8. No previous extension has been sought or granted in this action.
WHEREFORE, Defendant Micah Friedland respectfully requests that the Court
grant this motion and extend the time for Defendant to answer or otherwise respond to
the Complaint until January 20, 2023.
Dated: December 9, 2022 Respectfully submitted,
/s/ Micah Friedland

Micah Friedland
220 Park Ave, Passaic, NJ, 07055
310–948–2255
Micah.Friedland@gmail.com
ASTRALABS, INC.
Plaintiff, Case No. 2:22-cv-06507-JMV-JSA

v.
MICAH FRIEDLAND,
Defendant.
PROPOSED ORDER ON MOTION TO EXTEND TIME TO ANSWER
AND NOW, this ____ day of __________, upon consideration of Defendant Micah
Friedland’s Motion to Extend Time to Answer to Plaintiff's Complaint, it is hereby
ORDERED that said motion is GRANTED, and Defendant shall respond to Plaintiff’s
Complaint on or before January 20, 2023.
BY THE COURT
__________________
This is to certify that on December __, 2022, I electronically transmitted this
document to the Clerk of Court using the ECF System for filing and transmittal of a
Notice of Electronic Filing to the counsel of record.
/s/ Micah Friedland

Micah Friedland
NOTE: Only include this page if you submit via the Electronic Filing System.
Case
2:22-cv-06507-JMV-JSA Document
Document 8-4
18 Filed
Filed 12/16/22
11/10/22 Page
Page 11 of
of 22 PageID:
PageID: 129
103
ARCHER & GREINER

(856) 795-2121
Astralabs, Inc.BY: KERRI E. CHEWNING, ESQUIRE

ASTRALABS, INC., Civil Action No. 2:22-cv-6507(JMV)
Plaintiff,
MICAH FRIEDLAND,
Defendant.
______________________________________________________________________________
ORDER GRANTING PLAINTIFF’S MOTION FOR ADMISSION PRO HAC VICE

OF JOHN R. NELSON AND ANDREW J. ALVARADO
THIS MATTER having been brought before the Court upon the application of Plaintiff,
Astralabs, Inc. for the Admission Pro Hac Vice of John R. Nelson and Andrew J. Alvarado;
WHEREAS John R. Nelson and Andrew J. Alvarado have each certified that there are no
disciplinary proceedings pending against them in any jurisdiction and that there has been no
discipline previously imposed upon them in any jurisdiction, and the Court having considered the
submissions of the parties;
And for good cause shown;
IT IS on this 16th day of December, 2022

Case
2:22-cv-06507-JMV-JSA Document
Document 8-4
18 Filed
Filed 12/16/22
11/10/22 Page
Page 22 of
of 22 PageID:
PageID: 130
104
ORDERED that John R. Nelson and Andrew J. Alvarado be permitted to appear and
participate as pro hac vice counsel for Plaintiff Astralabs, Inc. in this matter pursuant to L. Civ.
R. 101.1(c).
IT IS FURTHER ORDERED that all pleadings, briefs and other papers filed with the
Court on behalf of Defendants shall be signed by Kerri E. Chewning, Esquire of Archer &
Greiner, or a member of her firm who is a member in good standing of the Bar of the State of
New Jersey and of this Court, who shall be held responsible for said papers and for the conduct
of this case and who shall be present before the Court during all stages of this proceeding, unless
excused by the Court.
IT IS FURTHER ORDERED that John R. Nelson and Andrew J. Alvarado shall each
pay the annual fee required by the New Jersey Lawyers’ Fund for Client Protection in
accordance with the New Jersey Court Rule 1:28, and they shall take no fee in any tort case in
excess of New Jersey Court Rule 1:21-7 governing contingent fees.
IT IS FURTHER ORDERED that pursuant to L. Civ. R. 101.1(c)(3), John R. Nelson
and Andrew J. Alvarado shall each make a payment of $150.00, for admission, payable to the
Clerk, United States District Court.
IT IS FURTHER ORDERED that John R. Nelson and Andrew J. Alvarado shall be
bound by the Rules for the United States District Court for the District of New Jersey, including
but not limited to L. Civ. R. 103.1, Judicial Ethics and Responsibility, and L. Civ. R. 104.1,
Discipline of Attorneys.
s/Jessica S. Allen__________
JESSICA S. ALLEN, U.S.M.J.
226032073v1
2
Kerri E. Chewning
856-616-2685 Direct
856-673-7166 Direct Fax
Voorhees, NJ 08043
856-795-2121 Main
856-795-0574 Fax
www.archerlaw.com
December 20, 2022
VIA CM/ECF
50 Walnut Street

Civ. No. 22-6507(JMV)
Dear Judge Vazquez:
We represent Plaintiff, Astralabs, Inc. Kindly accept this informal letter brief in
opposition to Plaintiff’s motion for an extension of time to respond to Plaintiff’s Verified
Complaint.
As Your Honor is aware, and as Defendant acknowledges, this matter has been active
since November 7, 2022 when the Verified Complaint was filed. Plaintiff sought a temporary
restraining order to address Defendant’s breach of contract, tortious interference and
misappropriation of trade secrets.
Because of the filed motion for a temporary restraining order, the undersigned arranged
for immediate service upon Defendant of the Verified Complaint and motion papers even before
the summons was issued by the Clerk. See Certification of Counsel [D.E. 6-1] ¶¶ 2-4, Ex. A. As
soon as the summons was issued, full service, which included a second copy of the Verified
Complaint and the summons, was made via email per Defendant’s instructions. The process
server once again sought to personally serve Defendant with a complete service package that
included the summons. See id. ¶¶ 5-7. Defendant was unable to be served despite several
attempts at service and offers to coordinate timing of service. Service that included the summons
was finally achieved on November 30, 2022.
Plaintiff submits that any extension of time, beyond the two-week Clerk’s extension
available under L. Civ. R. 6.1(b), is unnecessary and unwarranted. During the call with the
Court on November 17, 2022, Defendant advised that he was seeking counsel. At this point,
more than a month after that initial call, Defendant represents that apparently, he has still not
engaged counsel.
Defendant has had a copy of the Verified Complaint since November 8, 2022. A
response deadline of December 21st was more than reasonable. Given the urgency of the
pleadings, and the expiration of the Temporary Restraining Order on December 15, 2022, it is
imperative that this matter move forward to a Rule 16 conference and formal discovery, which
require that an Answer be filed.


December 20, 2022
Page 2
For these reasons, Astralabs respectfully requests that the Court deny Defendant’s request
for any extension that would go beyond the Clerk’s extension of two weeks, which would set
Defendant’s responsive pleading to be due on January 4, 2022.
We thank the Court for its attention to this matter.
KERRI E. CHEWNING
cc: Micah Friedland (via electronic and U.S. mail)

226306025v1
ARCHER & GREINER KASOWITZ BENSON TORRES LLP

A Professional Corporation David H. Kupfer
Kerri E. Chewning 1633 Broadway
1025 Laurel Oak Road New York, New York 10019
Voorhees, New Jersey 08043 Tel.: (212) 506-1700
(856) 795-2121 Fax.: (212) 506- 1800
kchewning@archerlaw.com dkupfer@kasowitz.com
Attorneys for Plaintiff Attorney for Defendant

ASTRALABS INC., a Delaware corporation, Case No. 22-6507
Plaintiff,
- against -
MICAH FRIEDLAND, an individual
Defendant.
STIPULATION AND [PROPOSED] ORDER
Pursuant to Local Rule 6.1, the parties hereby submit this application to extend the time
for Defendant Micah Friedland to answer, move, or otherwise respond to the complaint filed by
Plaintiff Astralabs, Inc. (“Plaintiff”) in the above-captioned action;
SUBJECT TO APPROVAL OF THIS COURT, IT IS HEREBY STIPULATED AND
AGREED by and between the undersigned as follows:
1. On November 7, 2022, Plaintiff filed the complaint against Defendant in the above-
referenced action, bearing Case No. 22-6507, in the United States District Court for the
District of New Jersey.

2. The time for Defendant to answer, move, or otherwise respond to the complaint currently
in January 20, 2023.
3. Prior to obtaining counsel, Defendant sought an extension of time to respond to the
complaint. This Court granted the extension until January 20, 2023.
4. The parties have agreed, subject to Court approval, to a 10-day extension of time.
Although this is the second application for an extension of time, it is the first application
made at the request of both parties.
5. The time for Defendant to answer, move, or otherwise respond to the complaint shall be
extended until January 30, 2023.
Dated: January 19, 2023 Dated: January 19, 2023
/s/ Kerri E. Chewning____ /s/ David H. Kupfer______

Kerri E. Chewning David H. Kupfer

(856) 795-2121 Fax.: (212) 506- 1800
SO ORDERED:
_______________________________
Hon. John Michael Vasquez
United States District Judge
2
Case 2:22-cv-06507-JMV-JSA Document 22
21 Filed 01/20/23
01/19/23 Page 1 of 2 PageID: 136
134

(856) 795-2121 Fax.: (212) 506- 1800

Plaintiff,
- against -
Defendant.
STIPULATION AND ORDER

22 Filed 01/19/23
01/20/23 Page 2 of 2 PageID: 135
137
4. The parties have agreed, subject to Court approval, to a 10-day extension of time.
Although this is the second application for an extension of time, it is the first application
made at the request of both parties.
/s/ Kerri E. Chewning____ /s/ David H. Kupfer______

Kerri E. Chewning David H. Kupfer

(856) 795-2121 Fax.: (212) 506- 1800
SO ORDERED:
s/Jessica S. Allen
Hon. Jessica S. Allen
United States Magistrate Judge
2

(856) 795-2121 Fax.: (212) 506- 1800

Plaintiff,
- against -
Defendant.

4. On January 19, 2023, the parties joined in a request to the Court for a 10-day extension of
time. The Court granted the extension until January 30, 2023.
5. The parties are now making an additional application for an extension of time. The
parties are engaged in continued negotiations and discussions to reach a settlement. The
parties have agreed, subject to Court approval, to a one-day extension of time.
/s/ Kerri E. Chewning /s/ David H. Kupfer

(856) 795-2121 Fax.: (212) 506- 1800
2
SO ORDERED:
_______________________________
3
23 Filed 01/31/23
01/30/23 Page 1 of 3 PageID: 141
138

(856) 795-2121 Fax.: (212) 506- 1800

Plaintiff,
- against -
Defendant.

23 Filed 01/31/23
01/30/23 Page 2 of 3 PageID: 142
139

(856) 795-2121 Fax.: (212) 506- 1800
2
23 Filed 01/31/23
01/30/23 Page 3 of 3 PageID: 143
140
SO ORDERED:
s/Jessica S. Allen
3

(856) 795-2121 Fax.: (212) 506- 1800

Plaintiff,
- against -
Defendant.

5. On January 30, 2023, the parties joined in a request to the Court for a one-day extension
of time. The Court granted the extension until January 31, 2023.
extended until February 1, 2023.

(856) 795-2121 Fax.: (212) 506- 1800
2
SO ORDERED:
_______________________________
3
25 Filed 02/02/23
01/31/23 Page 1 of 3 PageID: 147
144

(856) 795-2121 Fax.: (212) 506- 1800

Plaintiff,
- against -
Defendant.

25 Filed 02/02/23
01/31/23 Page 2 of 3 PageID: 148
145
5. On January 30, 2023, the parties joined in a request to the Court for a one-day extension
of time. The Court granted the extension until January 31, 2023.
extended until February 2*, 2023.

(856) 795-2121 Fax.: (212) 506- 1800
2
25 Filed 02/02/23
01/31/23 Page 3 of 3 PageID: 149
146
*Extension granted through February 2, 2023.
SO ORDERED:
s/Jessica S. Allen
Dated: February 2, 2023
3
Kerri E. Chewning
856-616-2685 Direct
856-673-7166 Direct Fax
Voorhees, NJ 08043
856-795-2121 Main
856-795-0574 Fax
www.archerlaw.com
February 9, 2023
VIA CM/ECF
50 Walnut Street

Civ. No. 22-6507(JMV)
Dear Judge Vazquez:
I write on behalf of all parties to report that an amicable resolution of this matter has been
reached. At this time, the parties respectfully request the Court enter a 60 Day Order to
terminate this matter from the Court’s docket.
We thank the Court for its attention and assistance in this matter.
KERRI E. CHEWNING
cc: David Kupfer, Esquire

226652270v1


Astralabs, Inc.,
Civil No. 22-6507 (JMV)
Plaintiff
v.
Micah Friedland, 60 DAY ORDER ADMINISTRATIVELY

TERMINATING ACTION
Defendant.
It having been reported to the Court that the above-

captioned action has been settled,
IT IS on this 10th day of February, 2023,
ORDERED that this action and any pending motions are

hereby administratively terminated; and it is further
ORDERED that this shall not constitute a dismissal Order
under Federal Rule of Civil Procedure 41; and it is further
ORDERED that within 60 days after entry of this Order
(or such additional period authorized by the Court), the
parties shall file all papers necessary to dismiss this action
under Federal Rule of Civil Procedure 41 or, if settlement
cannot be consummated, request that the action be reopened;
and it is further
ORDERED that, absent receipt from the parties of
dismissal papers or a request to reopen the action within the
60-day period, the Court shall dismiss this action, without

further notice, with prejudice and without costs.
s/ John Michael Vazquez

JOHN MICHAEL VAZQUEZ, U.S.D.J.

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Case 2:22-cv-06507-JMV-JSA Document 1 Filed 11/07/22 Page 1 of 40 PageID: 1

IN THE UNITED STATES DISTRICT COURT

ASTRALABS INC., a Delaware corporation, §

Local Civil Rule 11.2 Certification

pending in any court, or of any pending arbitration or administrative proceeding

Kerri E. Chewning, Esquire

3. Ownership Rights; Proprietary Information; Publicity .

9. Relationship of the Parties; Independent Contractor; No Employee Benefits . Notwithstanding any

Accepted and Agreed to : Astralabs Inc

Name : Elizabeth Ashley Bradford

Title : Director of Operations

Title : Venture Fellow

Contractor shall be paid $32/hr

IN THE UNITED STATES DISTRICT COURT

ASTRALABS INC., a Delaware corporation, §

PLAINTIFF’S NOTICE OF EX PARTE MOTION FOR

ARCHER & GREINER

BY: KERRI E. CHEWNING, ESQUIRE

DICKINSON WRIGHT PLLC

BY: JOHN R. NELSON, ESQUIRE

issuance of Temporary Restraining Order and a Preliminary Injunction.

In support of this Motion, Plaintiff relies upon the Verified Complaint,

A proposed form of order and Certificate of Service are also enclosed.

ARCHER & GREINER

DICKINSON WRIGHT PLLC

IN THE UNITED STATES DISTRICT COURT

ASTRALABS INC., a Delaware corporation, §

BRIEF IN SUPPORT OF PLAINTIFF’S EX PARTE MOTION FOR

ARCHER & GREINER

BY: KERRI E. CHEWNING, ESQUIRE

DICKINSON WRIGHT PLLC

BY: JOHN R. NELSON, ESQUIRE

Restraining Order and Preliminary Injunction against Defendant Micah Friedland.

Preliminary Injunction prohibiting Defendant from continuing to use Astralabs’s confidential,

As described in Plaintiff’s Verified Original Complaint, filed concurrently with this

Furthermore, notice should not be required under these circumstances because a

independent contractors, and clients to stop doing business with Astralabs.

electronic form and subject to quick, easy, untraceable destruction by Defendants.”)

Defendant’s campaign to harm Astralabs’s reputation by misappropriating Astralabs’s

Council, 555 U.S. 7, 20 (2008).

Plaintiff’s Verified Original Complaint, Astralabs is the victim of Defendant’s intentional

Plaintiff’s Verified Original Complaint, Defendant’s conduct is in direct violation of his

obligations under the Contract.

customers and employees constitutes Astralabs’s “Proprietary Information,” or that he is

Second, Plaintiff is likely to suffer irreparable harm in the absence of immediate

workers to stop or reduce their business with Astralabs is ongoing.

how his actions violate the Contract.

Cir. 2013) (collecting cases).

Astralabs’s contractual rights from Defendant’s unlawful interference. See Karamchandani v.

secret, confidential, and proprietary information to intentionally interfere with Astralabs’s

confidential, and proprietary information.

contractual relationships with its clients and workers.

secrets and prevent further harm to its business.

Restraining Order and Preliminary Injunction.

ARCHER & GREINER

DICKINSON WRIGHT PLLC

Attorneys for Plaintiff Astralabs, Inc.

Civ. No. 22-6507

3. Ownership Rights; Proprietary Information; Publicity .

9. Relationship of the Parties; Independent Contractor; No Employee Benefits . Notwithstanding any

Accepted and Agreed to : Astralabs Inc

Name : Elizabeth Ashley Bradford

Title : Director of Operations

Title : Venture Fellow

Executed on _ _____________________