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Filing # 79111119 E-Filed 10/10/2018 01:33:19 AM IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT, IN AND FOR MIAMLDADE COUNTY, FLORIDA KAIROS AR, INC. CIVIL DIVISION CASE NO. Plaintiff, 7 BRIAN BRACKEEN, Defendant / COMPLAINT Plaintiff, KAIROS AR, INC, (“Plaintiff” or “Kairos” or “Company”), through its undersigned counsel, hereby sues Defendant, BRIAN BRACKE! ("Defendant”), and alleges: I. NATURE OF ACTION 1. Plaintiff, Kairos, is a technology company that provides facial recognition and other artificial intelligence software. Defendant is the founder of the Company and was the Chief Executive Officer (“CEO”) from 2012, when he founded the Company, to September 28, 2018, when he was terminated for cause. The parties entered into multiple written contracts outlining the terms of Brackeen’s employment. This is an action by Plaintiff against Defendant resulting from Defendant’s breach of the written agreements, Defendant’s civil theft and conversion of PlaintifY's property, disclosure and use of Plaintifi’s confidential information, breach of his fiduciary duties to Kairos, solicitation of Plaintiff's employees, tortious interference, and defamation. 2. Defendant has intentionally taken actions which he knows directly breach the applicable agreements, he has stolen property from Kairos and is continuing to tortiously Kairos AR, Ine 60 Brickell Key Drive, Suite 1000, Miami, Florida 33131 interfere with Kairos’s business with the intent to injure Plaintiff's goodwill and business operations. Through this action, Plaintiff seeks to recover monies and property converted by Defendant, to enjoin Defendant from further breaching agreements and from continuing to intentionally harm Plaintiff, Il, THE PARTIES, JURISDICTION AND VENUE 3. This is an action for damages in an amount greater than Fifteen Thousand Dollars ($15,000.00), exclusive of interest, costs, and attomeys’ fees and is within the subject matter jurisdiction of this Court 4. Plaintiff, Kairos, is a Delaware corporation with its principal place of business at 601 Brickell Key Drive, Suite 1000, Miami, Florida 33131. 5. Defendant, Brian Bracken, is an individual residing in Miami-Dade county. 6. Venue in this action is proper in Miami-Dade County, Florida pursuant to §47.051, Fla, Stat, (2013), because the causes of action asserted herein accrued in Miami-Dade County, Florida, because the subject contract was entered into Miami-Dade, because the property stolen and converted by Brackeen is located in Miami-Dade County, Florida and because the parties agreed by virtue of Section 8 of the Employment Agreement that all disputes ean only be addressed through courts in the Southern District of Florida. TIL GENERAL ALLEGATIONS 7. Brackeen founded Kairos in 2012. 8. Bracken was the CEO of Kairos since its founding in 2012 through the date of his termination on September 28, 2018. Kairos AR, Ine 60 Brickell Key Drive, Suite 1000, Miami, Florida 33131 2 As a condition to serving as Kairos’s CEO, Brackeen signed an Employment Agreement! (the “Employment Agreement”) on or around February 14, 2014, and a Proprietary Information and Invention Assignment Agreement (the “PILA”) on or around April 30, 2012 (the Employment Agreement and the PIIA are collectively referred to as the “Agreements” herein). The Employment Agreement is attached hereto as Exhibit “A”; the PIIA is attached hereto as Exhibit “B. 10, The Employment Agreed outlined the details of Brackeen’s employment, including who he was to report to, his duties, restrictions on his activity and his salary, amongst other terms. 11, Although Brackeen was CEO, he agreed to “report to the Board of Directors.” See Ex. “A,” Sec. 1 12, Inaddition, as part of the Employment Agreement, Brackeen: like all Company employees....[was] required, as a condition to [his] employment with the Company, to sign the Company’s standard Proprietary Information and Inventions Agreement. See Ex. “A”, See. 5. 13. The PIIA provided Kairos’s definition of confidential information, which included: “all [iJnventions and all other business, technical and financial information (including, without limitation, the identify of and information relating to customers or employees) [he develops], Jearn{s] or obtain{s] during the term of [his] employment that relate to [Kairos] or the business or demonstrably anticipated business of [Kairos] or that are received by or for [Kairos] in confidence ' Brackeen had signed multiple employment agreements over the eourse of his employment at Kairos, The Employment Agrecment referenced herein was in effect at all relevant times mentioned in this Complaint Kairos AR, Ine 60 Brickell Key Drive, Suite 1000, Miami, Florida 33131