Grit Answer, Counterclaim and Third-Party Complaint

Case 1:21-cv-00550-RLY-MJD Document 29 Filed 04/28/21 Page 1 of 37 PageID #: 211
UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF INDIANA
INDIANAPOLIS DIVISION
)
W.A.T.C.H. TV COMPANY, d/b/a )
WATCH COMMUNICATIONS, )
)
Plaintiff, )
v. ) Case No. 1:21-cv-00550-RLY-MJD
)
GREG JARMAN, et al., )
)
Defendants. )
)
)
GRIT TECHNOLOGIES LLC and GREG )
JARMAN, )
)
Counter-Plaintiffs, )
v. )
)
W.A.T.C.H. TV COMPANY, d/b/a )
WATCH COMMUNICATIONS and CHRIS )
DANIELS, )
)
Counter-Defendants. )
ANSWER, COUNTERCLAIM AND THIRD-PARTY COMPLAINT

OF GRIT TECHNOLOGIES LLC AND GREG JARMAN
Defendants and Counter-plaintiffs Grit Technologies LLC (“Grit”) and Greg Jarman
(“Jarman,” and together with Grit, “Defendants”), by their attorneys, state the following as their
answer to Counts V and VI of the Complaint filed by W.A.T.C.H TV Company, d/b/a Watch
Communications (“Watch”), their Counterclaim against Watch, and their Third-Party
Complaint against Chris Daniels (“Daniels”):
INTRODUCTION AND NATURE OF THE CASE
1. This is an action involving blatant breaches of fiduciary duty, wilful [sic]

misappropriation of trade secrets, and breach of contract.
Answer: Denied.
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2. Claims include unfair competition and false designation of origin under Section
43(a) of the Lanham Act, 15 U.S.C. § 1125(a), unfair competition under common law, breach of
contract (confidentiality, fiduciary duty of loyalty, and competing during employment), violation
of the Indiana Uniform Trade Secrets Act, Ind. Code § 24-2-3-1 et seq., violation of the Defend
Trade Secrets Act of 2016, 18 U.S.C. § 1836, and civil conspiracy.
Answer: Defendants admit that the Complaint purports to state the claims sets forth in this
Paragraph, but deny that it does so or that any such claims have merit.
3. Watch seeks injunctive and monetary relief.
Answer: Defendants admit that the Complaint purports seek injunctive and monetary relief, but
deny that Watch is entitled to such relief.
THE PARTIES
4. Watch is an Ohio corporation and subsidiary of Benton Ridge Telephone

Company (sometimes referred to herein as “BRT”) with its principal place of business at 1805 N.
Dixie Highway, Lima, Ohio 45801. Watch filed an Application for Certificate of a Foreign
Corporation with the Indiana Secretary of State on September 21, 1995 and has a significant
presence in Indiana.
Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of
the allegation concerning Benton Ridge Telephone Company, and therefore deny the same. The
remaining allegations of this paragraph are admitted.
5. Upon information and belief, Greg Jarman (“Jarman”), B. Todd Mosby

(“Mosby”), and Tom Kolb (“Kolb”) are citizens of Indiana.
Answer: Admitted.
6. Upon information and belief, GRiT Technologies, LLC (“GRiT”) is an Indiana

limited liability company with its principal place of business at 318 West Foster Heights Road,
Rushville, Indiana 46173.
Answer: Defendants admit that Grit is an Indiana limited liability company. The remaining
allegations of this paragraph are denied.
7. Upon information and belief, Roger Criblez (“Criblez”) is a principal and Chief
Executive Officer of GRiT.
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Answer: Admitted.
JURISDICTION AND VENUE
8. This Court has subject matter jurisdiction over this action pursuant to 15 U.S.C. §
1121 and 28 U.S.C. § 1367 because all supplemental state law claims arise out of the same case
or controversy as the federal claims over which this Court has original jurisdiction.
Answer: 15 U.S.C. § 1121 and 28 U.S.C. § 1367 speak for themselves, and Defendants deny
any allegation inconsistent with the language of the statutes. Answering further, this paragraph
seeks a legal conclusion and is therefore denied. Defendants deny that the Complaint states any
state or federal law claims, or that any of its claims have merit.
9. This action is one over which this Court has original jurisdiction under 28 U.S.C.
§ 1331 arising under the laws of the United States of America, specifically the provisions of the
Lanham Act, 15 U.S.C. § 1051, et seq.
Answer: 28 U.S.C. § 1331 and the Lanham Act, 15 U.S.C. § 1051, et seq. speak for themselves,
and Defendants deny any allegation inconsistent with the language of the statutes. Answering
further, this paragraph seeks a legal conclusion and is therefore denied. Defendants deny that the
Complaint states any state or federal law claims, or that any of its claims have merit.
10. Additionally, this action is one over which this Court has original jurisdiction
under 28 U.S.C. § 1332, in that diversity of citizenship exists between the parties and the matter
in controversy exceeds the sum value of $75,000.00, exclusive of interest and costs.
Answer: Denied.
11. This Court has personal jurisdiction over Jarman. Jarman is domiciled in this
District and this action arises from Jarman’s knowing and intentional breach of certain
contractual, common law, and statutory obligations owed to Watch while acting within and
causing injury within this State and District. For example, Jarman misappropriated documents,
things, and ideas, and solicited customers from Watch while living and working in Indiana.
Answer: Defendants admit that this Court has personal jurisdiction over Jarman and that he is
domiciled in this District. All other allegations of this paragraph are denied.
12. This Court has personal jurisdiction over Mosby. Mosby is domiciled in this
District and this action arises from Mosby’s knowing and intentional breach of certain common
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law and statutory obligations owed to Watch while acting within and causing injury within this
State and District. For example, Mosby misappropriated documents, things, and ideas, and
solicited customers from Watch while living and working in Indiana.
Answer: Defendants admit that this Court has personal jurisdiction over Mosby and that he is
13. This Court has personal jurisdiction over Kolb. Kolb is domiciled in this District
and this action arises from Kolb’s knowing and intentional breach of certain contractual, common
law, and statutory obligations owed to Watch while acting within and causing injury within this
State and District. For example, Kolb misappropriated documents, things, and ideas, and solicited
customers from Watch while living and working in Indiana.
Answer: Defendants admit that this Court has personal jurisdiction over Kolb and that he is
14. This Court has personal jurisdiction over GRiT because it is a limited liability
company organized under the laws of Indiana, has its principal place of business in Indiana,
maintains an office, carries on a business venture, and has committed tortious acts in Indiana.
Answer: Defendants deny that Grit committed tortious acts in Indiana. All other allegations of
this paragraph are admitted.
15. This Court has personal jurisdiction over Criblez. Criblez is a principal and Chief
Executive Officer of GRiT, an Indiana limited liability company, and this action arises from
Criblez’s knowing and intentional breach of certain contractual, common law, and statutory
obligations owed to Watch while acting within and causing injury within this State and District.
For example, Criblez misappropriated documents, things, and ideas, and solicited customers from
Watch while operating a business located in Indiana.
Answer: Defendants admit that this Court has personal jurisdiction over Criblez and that Criblez
is a principal and Chief Executive Officer of Grit. All other allegations of this paragraph are
denied.
16. Pursuant to 28 U.S.C. § 1391(b)(2), venue is proper in this District in that a

substantial part of the events or omissions giving rise to this action occurred in this District.
Further, trade secrets and other proprietary information misappropriated by Defendants were
created in this District. Additionally, Defendants Jarman, Kolb, and Mosby are residents of this
District as defined in 28 U.S.C. § 1391(b)(1).
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Answer: Defendants admit that Jarman, Kolb and Mosby are residents of this District, and that
venue is proper in this District. All other allegations of this paragraph are denied.
FACTUAL BACKGROUND
17. Watch repeats and realleges each and every allegation set forth in the paragraphs
above as if fully set forth herein.
Answer: Defendants repeat and reallege each and every answer set forth in the paragraphs above
as if fully set forth herein.
Watch’s Proprietary Information and Trade Secrets
18. Watch is largely engaged in the business of providing broadband Internet access
and related services to consumers and enterprise customers in rural areas of Ohio, Indiana, Illinois,
and Kentucky, through partnerships with Original Equipment Manufacturers (‘OEM”), Industrial
Service Organizations, Technology Solutions Providers, Agricultural Cooperatives, Electric
Cooperatives, State and Local Government Agencies, Non-Profit Organizations, Real Estate
Investment Trusts, and Tower Service Corporations.
Answer: Defendants admit Watch is largely engaged in the business of providing broadband
Internet access and related services to consumers and enterprise customers in rural areas of Ohio,
Indiana, Illinois, and Kentucky. Defendants lack information sufficient to form a belief about the
truth of the remaining allegations in this Paragraph, and therefore deny the same.
Jarman and Southern Networks
19. Jarman was hired by Watch in February 2014.
Answer: Denied.
20. From February 2014 to April 2016, Jarman acted as Watch’s Indiana Technology
Manager. From April 2016 to March 2018, Jarman acted as Watch’s Chief Technology Officer.
In March 2018, Watch elected Jarman to the positions of Vice President of Operations and Chief
Operating Officer.
the allegation that Jarman was “elected” to any position by Watch, and therefore denies the same.
The remaining allegations of this paragraph are admitted.
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21. In February 2019, Jarman was working on a project with partner companies “SS”
and “BPC” with the purpose of saving BPC’s 700MHz spectrum holdings in Indiana from loss
due to lack of use. In March 2019, SS notified Jarman that BPC required assistance in Tennessee
for the same purpose. Jarman approached Ken Williams (“Williams”), Watch President and
Chief Executive Officer, regarding the opportunity and Williams instructed Jarman that Watch
was not interested in the Tennessee project at that time since Watch did not have a presence in
Tennessee.
Answer: See Jarman’s contemporaneously filed Motion to Dismiss.
22. On or about April 8, 2019, Jarman presented the opportunity to the Watch Board
of Directors but did not mention Tennessee.
23. Sometime in May, Jarman presented to Williams that he had brokered a deal
wherein Watch was receiving a 10% commission for Jarman’s assistance in brokering a deal
between SS, BPC, and Southern Networks (“Southern”), which enabled SS and BPC to avoid the
loss of BPC’s 700MHz spectrum holdings in Tennessee. Jarman reassured Williams that Watch’s
only role in this transaction was in connecting the three aforementioned businesses to facilitate
the spectrum save in Tennessee.
24. On or about June 15, 2019, Watch received a check for $45,000.00 from BPC for
the project in Tennessee.
25. On or about June 17, 2019, Jarman presented Williams with an invoice in the
amount of $40,500 from Southern. Jarman explained that the invoice represented the 90% of the
funds to be distributed to Southern, a Tennessee based company, and that Watch was entitled to
the remaining 10%.
26. Traditionally, in a transaction of this nature Watch would wire funds or mail a
check to the receiving company. However, Jarman insisted that Southern needed payment
immediately and that he personally hand deliver the check to a Southern representative in
Tennessee. A check dated June 17, 2019 was made payable to Southern and was picked up by
Jarman on June 18, 2019. Jarman’s sense of urgency and the nature of the request raised alarms
with Williams.
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27. Amid concerns of impropriety, Williams contacted Chris Daniels (“Daniels”),

newly hired Present and Chief Executive Officer of Watch. Daniels questioned Jarman about the
transaction and asked Jarman to provide details and a copy of the agreement with Southern.
Jarman provided the contract with BPC and a contract with Southern.
28. Jarman and Daniels travelled together from June 19-21, 2019 for Watch business
meetings and events in Evansville, Indiana and St. Louis, Missouri.
29. On June 20, 2019, Williams attempted to place a hold on the check, but was
informed by the bank that it had cleared Watch’s account the previous day.
30. Prior to this, Watch was had been told it had no business or contractual relationship
with a Tennessee organization. The contract with Southern created the very relationship Watch
representatives had instructed Jarman to avoid.
31. No longer trusting Jarman’s judgment or explanation of the business relationship,

Watch representatives researched Southern. The limited information available indicated that
Southern was an LLC organized at Jarman’s brother-in-law’s home address. Daniels confronted
Jarman with the new information. Jarman acknowledged that Southern was in fact owned by his
brother-in-law, but informed Daniels that nothing unscrupulous had taken place and that all parties
in the contractual agreement (BPC, SS and Southern) had accomplished the intended goal of the
agreement. Daniels also confronted Jarman with the fact that the check was made payable to
Southern, a Tennessee LLC, but was deposited in a bank account within twenty-four (24) hours of
being issued in Jarman’s home town in Southern Indiana. Jarman explained that he had deposited
the check into an account for Southern at a national bank before joining Daniels on the Watch
business trip on June 19, 2019. Jarman reassured Daniels he had no personal ties to Southern and
had gained no personal benefit from the transaction.
32. As a result of the transaction with Southern, and the deception surrounding it, on
or about September 30, 2019, Jarman was removed from his roles as Chief Technical Operator
and Chief Operating Officer and assigned to the role of Chief Development Officer (“CDO”).
33. As CDO, Jarman focused on business development, including managing strategic

partnerships and creating new revenue streams. While at Watch, Jarman established relationships
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with partners including Microsoft, Land O’ Lakes, agricultural cooperatives, rural electric
cooperatives, and providers of agricultural Internet of Things (“IoT”) solutions. Jarman was also
instructed that he was no longer authorized to execute documents on behalf of Watch and that
doing so would result in his termination.
Jarman and GRiT Technologies
34. In September 2020, Watch learned that Jarman had been working on a joint venture
with Diamond Ventures and Microsoft.
Answer: Denied.
35. On or about June 17, 2020, Jarman presented a PowerPoint to Diamond Ventures
outlining the proposed venture with Microsoft. The presentation mentioned the involvement of a
service provider called “GRiT”.
Answer: Defendant admits that Jarman presented a PowerPoint to Diamond Ventures outlining
a proposed venture between Watch and Microsoft, and that the presentation mentioned Grit’s
involvement.
36. GRiT is a limited liability company organized with the Indiana Secretary of State
on July 23, 2020. The founding members of GRiT were Criblez and Mosby.
Answer: Admitted.
37. Criblez was a former accountant and Controller of Watch. Criblez’s employment
with Watch ended in January 2020.
Answer: Denied.
38. Mosby was formerly the Chief Operating Officer of Sit-Co Solutions, LLC (“Sit-
Co”), a company Watch acquired out of bankruptcy in 2019. Kolb was the owner and President of
Sit-Co at the time of Watch’s acquisition.
Answer: Admitted.
39. When Watch acquired Sit-Co, it also brought Kolb on as an employee. Kolb’s
employment with Watch ended in April 2020.
Answer: Admitted.
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40. Jarman, Criblez, and Kolb all signed detailed confidentiality agreements
contracting to protect Watch’s product designs, marketing strategies, customer lists, pricing
policies, and other confidential information. The aforementioned information is not generally
available to the public.
Answer: Denied.
41. According to GRiT’s website, Criblez currently serves as its Chief Executive
Officer, Mosby serves as Vice President and Chief Marketing Officer, and Kolb as Chief
Development Officer.
Answer: Admitted.
42. GRiT’s website states that it provides broadband services and IoT solutions with a
focus on rural Internet services.
Answer: Admitted.
43. Watch became concerned about Jarman’s potential involvement in GRiT due to
several factors including, Jarman’s close and personal relationship with Criblez; Jarman’s
inclusion of GRiT in the Diamond Ventures opportunity; Criblez and Mosby’s lack of technical
expertise in rural broadband or IoT services. In addition, Watch noted the direct parallels between
the GRiT and Watch business models and Jarman’s job description as Watch’s CDO.
the allegations regarding what Watch was concerned about or noted, and therefore deny the same.
Defendants further deny that there are direct parallels between the Grit and Watch business
models or Jarman’s previous role as an acting Chief Development Officer, or that Criblez and
Mosby lack technical expertise in rural broadband or IoT services.
44. Daniels confronted Jarman about the presentation provided to Diamond Ventures
and Jarman’s involvement with GRiT. Jarman admitted that he was assisting GRiT in finding
opportunities outside of Watch’s geographical area of focus, but that he was helping Criblez as a
friend and had no further involvement with GRiT.
Answer: Defendants admit that Daniels confronted Jarman about the presentation provided to
Diamond Ventures. All remaining allegations of this paragraph are denied.
45. On or about September 3, 2020, Daniels instructed Jarman not to include Criblez
or GRiT in any future business opportunities. Jarman agreed.
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Answer: Admitted.
Watch Discovers Jarman’s Disloyalty as Employee
46. In January 2021, Watch discovered that GRiT’s Articles of Organization include
Jarman’s personal residence as its principal office address, commonly known as 318 West Foster
Heights Road, Rushville, Indiana 46173.
the allegations in this Paragraph, and therefore deny the same.
47. Subsequently, Watch learned that Jarman was holding himself out as a GRiT
principal to Hometown Cable of Coldwater, Michigan. Further, Jarman, acting as a GRiT
principal, had planned additional meetings with Hometown in the future.
the allegations regarding what Watch purportedly learned, and therefore deny the same.
Defendants admit that Jarman planned meetings with Hometown Cable to take place after he
resigned from BRT, but deny that Hometown is “of Coldwater, Michigan.”
48. As a result, Watch planned to terminate Jarman, but on January 20, 2021 Jarman
sent an email to Daniels resigning from his job at Watch. Shortly thereafter, Jarman accepted a
position with Wabash Heartland Innovation Network (“WHIN”). WHIN is a partner/customer of
Watch.
the allegations concerning what Watch planned or why, and therefore deny the same. Defendants
deny that Jarman was employed by Watch. Defendants admit that Jarman sent a resignation email
to Daniels on January 20, 2021, that Jarman accepted a position with WHIN, and that WHIN is a
partner/customer of Watch.
49. Following Jarman’s resignation, Watch reviewed Jarman’s work calendar and
email. Jarman’s Watch email and calendar show that he was involved with and sharing Watch
information with GRiT as early as May 2020. On numerous occasions, while employed by Watch,
Jarman forwarded emails from his Watch email account to Mosby at GRiT. The emails contained
proprietary information related to Watch partner/customers including Microsoft, Land O’ Lakes,
and potential acquisitions.
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the allegations concerning what Watch reviewed, and therefore deny the same. The remaining
allegations of this paragraph are denied.
50. During Jarman’s employment, Watch paid travel expenses for Jarman to travel to
several states. Watch later discovered that Jarman was engaged in GRiT business on these trips.
Answer: Defendants deny that Jarman was employed by Watch. Defendants lack knowledge or
information sufficient to form a belief about the truth of the allegations concerning what entity
paid travel expenses for any trip, and therefore deny the same. The remaining allegations of this
paragraph are denied.
51. Upon information and belief, Jarman not only planned to form his own competing
business while an employee of Watch, he actually began soliciting Watch’s partners/customer for
GRiT while still employed by Watch.
Answer: Denied.
52. Jarman linked his personal calendar with his Watch calendar indicating his
intentional deception. There were at least two calendar entries per week, during normal business
hours, wherein Jarman was engaging in business operations intended to benefit GRiT. Jarman
would code these entries on his Watch calendar to avoid detection and spell them out clearly on
his personal calendar.
Answer: Defendants admit that Jarman linked his personal calendar with his Watch calendar.
All remaining allegations of this paragraph are denied.
53. Additionally, upon Jarman’s resignation, Watch discovered Southern’s Articles of

Incorporation and learned that Southern was formed by Jarman. Southern’s officers were
Jarman’s wife and children. Other emails discovered in Jarman’s Watch email indicated that
Jarman had received additional funds for the same transaction which were never disclosed to
Watch.
54. Despite having frequent conversations with Watch management, Jarman never
voluntarily disclosed his activities that were for his personal gain, as well as the gain of GRiT and
the remaining Defendants, to Watch’s detriment.
Answer: Denied.
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55. Since Jarman’s departure, Watch has learned from their partners that Jarman and
other GRiT representatives led Watch’s partners to believe that GRiT was also a partner or
otherwise affiliated with Watch. Jarman, GRiT, and the remaining Defendants used Watch’s
goodwill to Watch’s detriment to establish competing relationships with these partners.
the allegations concerning what Watch “has learned,” and therefore deny the same. The
remaining allegations of the paragraph are denied.
56. For example, Jarman used Watch’s partnership with Microsoft to establish GRiT
as a Microsoft partner in Northern Ohio, Northern Indiana, Northern Illinois, and Wisconsin.
Jarman pursued opportunities with Microsoft and Land O’ Lakes, representing that GRiT and other
partners were aligned with Watch for activities in Wisconsin and Pennsylvania. Further, Jarman
travelled to meet with Land O’ Lakes representatives and their partners to develop business for
GRiT at Watch’s expense. As a result, Jarman conducted a meeting between GRiT and Land O’
Lakes on January 22, 2021 during which GRiT presented their proposal to deploy broadband and
related services for Land O’ Lakes in Eastern Wisconsin.
Answer: Defendants admit that Jarman attended a meeting with Land O’ Lakes on January 22,
2021 at which Grit presented a proposal to deploy broadband and related services for Land O’
Lakes in Eastern Wisconsin. The remaining allegations of the paragraph are denied.
57. As recently as February 24, 2021, Daniels received a phone call from a long-
standing partner of Watch expressing concern. The partner had reached out to Jarman believing
that Jarman was still employed by Watch. The partner described to Jarman an opportunity in
Central Ohio and another in Northeast Ohio to determine whether Watch would be interested in
pursuing them. The partner disclosed that he was then asked to sign a document with a GRiT logo
and at that time came to realize that Jarman was no longer a representative of Watch. Jarman then
introduced Mosby to the partner. The partner further disclosed that Mosby arranged a meeting with
the partner that included Jarman, Criblez, and Kolb.
the allegations in this paragraph, and therefore deny the same.
58. Watch sent Jarman a cease and desist letter dated January 21, 2021.
Answer: Admitted.
59. Watch sent Criblez, Mosby, Kolb, and GRiT cease and desist letters dated January
25, 2021.
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Answer: Admitted.
60. To date, the Defendants have not ended their unlawful activities.
Answer: Defendants deny that any such unlawful activities have taken place, or are taking place.
61. Upon information and belief, Defendants’ acts are willful with the deliberate intent
to trade on goodwill generated by Watch, cause confusion and deception in the marketplace, and
divert potential sales of Watch’s services to the Defendants.
Answer: Denied.
62. Defendants’ acts are causing, and unless restrained, will continue to cause damage
and immediate irreparable harm to Watch and to its valuable reputation and goodwill with the
consuming public for which Watch has no adequate remedy at law.
Answer: Denied.
Count One - False Designation of Origin and Unfair Competition

Under 15 U.S.C. § 1125(a) / Lanham Act § 43(a)
(Against All Named Defendants)
Answer: See Defendants’ contemporaneously filed Motions to Dismiss.
64. Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a), prohibits, inter alia, the use
by a person of a false or misleading designation of origin or representation in connection with the
offering for sale and sale of goods which is likely to cause confusion, mistake, or deception as to
the affiliation, connection, or association of such person with another person, or which is likely to
cause confusion, mistake, or deception as to the origin, source, sponsorship, or approval of such
goods.
65. Although unregistered, Watch is entitled to protection under Section 43(a) of the
Lanham Act. The mark “Watch Communications” is used or displayed in the sale or advertising
of Watch’s provision of broadband Internet access and related services to consumers and enterprise
customers when such services are rendered in interstate commerce. The services are provided in a
way sufficiently public to identify or distinguish Watch’s services to the public.
66. As explained more fully in the fact sections above, which are incorporated here by
reference, Defendants’ use of “Watch Communications” or any confusingly similar name in
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connection with broadband Internet access and related services could cause a likelihood of
consumer confusion and has in fact caused such confusion.
67. Defendants’ unauthorized use in interstate commerce of Watch’s mark, as well as

its false representations of an affiliation with Watch as alleged herein, constitute use of a false
designation of origin and misleading description and representation of fact.
68. Defendants’ conduct as alleged herein is willful and is intended to and is likely to
cause confusion, mistake or deception as to the affiliation, connection or association of Defendants
with Watch.
69. Defendants’ conduct as alleged herein is intended to and is likely to cause

confusion, mistake or deception as to the origin, source, sponsorship, or affiliation of the
Defendants’ services.
70. Defendants’ conduct as alleged herein constitutes unfair competition in violation of

Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a).
71. Defendants’ conduct as alleged herein is causing immediate and irreparable harm
and injury to Watch, and to its goodwill and reputation, and will continue to both damage Watch
and confuse the public unless permanently enjoined by this court.
72. Watch is entitled to, among other relief, injunctive relief and an award of actual
damages, Defendants’ profits, enhanced damages and profits, reasonable attorneys' fees and costs
of the action under Sections 34 and 35 of the Lanham Act, 15 U.S.C. §§ 1116, 1117, together with
prejudgment and post-judgment interest.
Count Two - Breach of Contract (Confidentiality)

(Against Defendants Jarman, Criblez and Kolb)
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Answer: See Jarman’s contemporaneously filed Motion to Dismiss. This Count is not directed
at Grit, and therefore no answer is required on its behalf.
74. Jarman, Criblez and Kolb entered into valid and binding Agreements Regarding
Confidential Information and Non-Solicitation (the “Agreement”) with Watch’s parent company,
BRT, at the time of their employment.
75. The Agreement provides that the individual Defendants will not divulge, during
their employment and thereafter, confidential information, including but not limited to: financial
records, business, marketing, and strategic plans, customer lists, personnel and payroll records
regarding current and former employees, vendors, and suppliers, trade secrets, and any other
sources of information maintained by BRT (the “Confidential Information”).
76. The Agreements, including the confidentiality provisions contained within, are
binding on the individual Defendants and BRT and its affiliates and subsidiaries.
77. While still employed by Watch and thereafter, Jarman used Watch’s Confidential
Information in violation of the Agreement.
78. While still employed by Watch and thereafter, Jarman used the Confidential
Information for the benefit of GRiT Technologies.
79. After their employment with Watch Criblez and Kolb used Watch’s Confidential
Information in violation of the Agreements.
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80. After their employment with Watch Criblez and Kolb used Watch’s Confidential
Information for the benefit of GRiT Technologies.
81. Watch takes reasonable steps to protect the privacy of its Confidential Information.
82. Watch has been damaged by individual Defendant’s breach of the Agreements.
Count Three - Breach of Contract (Competing During Employment)

(Against Defendant Jarman)
84. Jarman entered into a valid and binding Agreement with Watch’s parent company,
BRT.
85. That Agreement, including the restrictive covenants contained therein, is binding
on Jarman and all of BRT’s successors and assigns – including Watch.
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86. While still employed by Watch, Jarman served as an agent or representative of

GRiT and shared Watch’s Confidential Information with GRiT in violation of the Agreement.
87. GRiT competes with Watch.
88. Jarman’s service to GRiT while employed by Watch violated his Agreement with
Watch.
89. Jarman misappropriated time scheduled for Watch duties and diverted his time to
GRiT duties as evidenced in his personal calendar entries and emails.
reference, while still employed by Watch, Jarman acted as an outside recruiter for GRiT, disclosed
Watch’s Confidential Information to GRiT, Criblez, Kolb, and Mosby.
91. Jarman’s acts on behalf of GRiT and in violation of his fiduciary duty to Watch
were conducted, in part, using Jarman’s Watch email account and while on Watch business trips
paid for by Watch.
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92. Watch has been damaged as a result of Jarman’s breach of said Agreement.
Count Four - Breach of Contract (Fiduciary Duty of Loyalty)

(Against Defendant Jarman)
94. Jarman owed Watch, as its employee and CDO, a fiduciary duty of loyalty.
95. Jarman breached that duty of loyalty in undertaking activity for the benefit of GRiT
while still employed by Watch.
reference, while still employed by Watch, Jarman acted as an outside recruiter for GRiT, disclosed
Watch’s Confidential Information to GRiT, Criblez, Kolb, and Mosby.
97. Jarman’s acts on behalf of GRiT and in violation of his fiduciary duty to Watch
were conducted, in part, using Jarman’s Watch email account and while on Watch business trips
paid for by Watch.
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98. Watch has been damaged as a result of Jarman’s breach of said fiduciary duty of
loyalty.
Count Five - Indiana Uniform Trade Secrets Act, Ind. Code § 24-2-3-1 et seq.
100. Watch developed and maintained substantial trade secrets related to rural
broadband and IoT services.
Answer: Denied.
101. Pursuant to the Indiana Uniform Trade Secrets Act, Ind. Code § 24-2-3-1, et seq.
(“IUTSA”), Defendants have a duty not to misappropriate information they know or have reason
to know is trade secret information.
Answer: The Indiana Uniform Trade Secrets Act, Ind. Code § 24-2-3-1, et seq., speaks for itself,
and Defendants deny any allegation inconsistent with the language of the Act. Answering further,
this paragraph seeks a legal conclusion and is therefore denied. Defendants further deny that they
misappropriated any information that they knew or had reason to know was trade secret
information.
102. Defendants knew or had reason to know that Watch’s confidential and proprietary
information they misappropriated and provided to GRiT was trade secret information.
Answer: Denied.
103. In their positions within Watch, Defendants had access to and misappropriated
confidential information including, but not limited to: financial records, business, marketing, and
strategic plans, customer lists, personnel and payroll records regarding current and former
employees, vendors, and suppliers, and trade secrets.
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Answer: Denied.
104. Defendants used their knowledge of and misappropriation of those trade secrets for
the benefit of GRiT, namely, in pursuing sales deals and sales strategies for GRiT, including
targeting Watch’s customers.
Answer: Denied.
105. Defendants’ conduct was willful.
Answer: Denied.
106. Watch takes reasonable steps to protect the privacy of its trade secrets.
Answer: Denied.
107. Watch has suffered harm as a result of the unlawful misappropriation of its trade
secrets, including, but not limited to, sales.
Answer: Denied.
108. Watch has expended funds in attorneys’ fees to investigate and seek to stop
Defendants’ illegal conduct.
the allegations concerning Watch expending funds in attorneys’ fees, and therefore deny the same.
Defendants deny that they committed any “illegal conduct.”
Count Six - Violation of the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836
110. Watch maintains trade secrets related to broadband services and IoT.
20
111. Watch derives economic value from these trade secrets because they are not known
to Watch’s competitors, allowing Watch to gain a competitive advantage in the market through the
strategies and information it invests in developing.
112. Watch maintains these trade secrets as internally confidential by limiting access to
a small number of individuals whose role is critical in the development, analysis, or
implementation of the information.
113. Individuals accessing the information are subject to employee agreements

containing non-disclosure obligations and other restrictive covenants.
114. Jarman’s solicitations were directed at individuals and entities whose identities and
contact information were acquired via his employment at Watch. As used and maintained by
Watch, such sales lists constitute trade secrets.
Answer: Denied.
115. At the time of disclosure, Jarman knew or had reason to know that his use of the
trade secrets was improper and occurred under circumstances giving rise to a duty to maintain the
secrecy of the trade secret pursuant to his Employment Agreement. Jarman’s unauthorized
use of that information therefore constitutes wilful [sic] and malicious misappropriation of
Watch’s trade secrets.
Answer: Denied.
116. Watch requests that the Court issue an order providing for the seizure of any
property necessary to prevent Jarman’s continued dissemination of Watch’s trade secrets, pursuant
to 18 U.S.C. § 1836(b). Watch also seeks injunctive relief to prevent Jarman’s continued
misappropriation of Watch’s trade secrets. Watch is further entitled to damages for its actual losses
caused by Jarman’s misappropriation and for Jarman’s unjust enrichment caused by his
misappropriation of Watch’s trade secrets, along with any exemplary damages for Jarman’s wilful
[sic] and malicious misappropriation authorized by 18 U.S.C. § 1836(b)(3).
Answer: Denied.
21
Count Seven - Civil Conspiracy

118. Upon information and belief, Jarman, Mosby, Criblez, Kolb, and GRiT, prior to
Jarman’s resignation with Watch, conspired and planned to engage in unlawful activities to start a
competing business and misappropriate Watch proprietary materials for use in providing services
to Watch customers and to directly compete against Watch to provide those services. The
Defendants’ actions show a concerted attempt to breach fiduciary and contractual duties owed to
Watch.
119. Defendants’ involvement in this concerted action was intentional.
120. Defendants kept this conspiracy secret and did not inform anyone in Watch’s upper
management of their plans and activities.
121. Watch has been damaged by Defendants’ involvement in this conspiracy and is
entitled to actual damages suffered as a result of Defendants’ illegal civil conspiracy, as well as
any of Defendants’ profits that are attributable to the conspiracy that are no taken into account in
computing actual damages.
Count Eight – Unfair Competition in Violation of Common Law

reference, Defendants have intentionally engaged in unfair competition in violation of the common
law of the State of Indiana.
22
124. Although unregistered, Watch is entitled to protection under Section 43(a) of the
Lanham Act. The mark “Watch Communications” is used or displayed in the sale or advertising
of Watch’s provision of broadband Internet access and related services to consumers and enterprise
customers when such services are rendered in interstate commerce. The services are provided in a
way sufficiently public to identify or distinguish Watch’s services to the public.
reference, Defendants’ use of “Watch Communications” or any confusingly similar name in
connection with broadband Internet access and related services could cause a likelihood of
consumer confusion and has in fact caused such confusion.
126. Defendants’ unauthorized use in interstate commerce of Watch’s trade secrets and
proprietary information, as well as its false representations of an affiliation with Watch as alleged
herein, constitute unfair competition under Indiana law.
127. Defendants’ conduct as alleged herein is willful and is intended to and is likely to
cause confusion, mistake or deception as to the affiliation, connection or association of Defendants
with Watch.
128. Defendants’ conduct as alleged herein is intended to and is likely to cause

confusion, mistake or deception as to the origin, source, sponsorship, or affiliation of the
Defendants’ services.
129. Defendants’ acts have caused, and will continue to cause, irreparable injury to
Watch.
130. To the extent a response is required, Grit and Jarman deny each and every allegation
of the Complaint not specifically admitted herein.
23
COUNTERCLAIM AGAINST W.A.T.C.H. TV COMPANY, d/b/a WATCH

COMMUNICATIONS AND THIRD-PARTY COMPLAINT AGAINST CHRIS DANIELS
INTRODUCTION
1. This action arose from the misconduct of W.A.T.C.H. TV Company, d/b/a Watch
Communications (“Watch”) and Chris Daniels (“Daniels,” and, together with Watch,
“Counterdefendants”), who is Watch’s President and Chief Executive Officer. Specifically, Watch
– acting through Daniels – made false and defamatory statements about Greg Jarman (“Jarman”),
Grit Technologies LLC (“Grit,” and, together with Jarman, “Counterplaintiffs”) and Grit’s services
to Grit’s business partner, Microsoft; tortiously interfered with Grit’s five-year contract with
Microsoft, which led to Microsoft terminating the contract; and unfairly competed with Grit in
violation of Indiana common law and the Lanham Act.
THE PARTIES
2. Grit is an Indiana limited liability company with its principal place of business in
the Southern District of Indiana.
3. Jarman is an individual residing and working in this Court’s district.
4. Watch is an Ohio corporation with its principal place of business at 1805 N. Dixie
Highway, Lima, Ohio 45801. Watch filed an Application for Certificate of a Foreign Corporation
with the Indiana Secretary of State on September 21, 1995; has a significant presence in Indiana;
and has availed itself of the Indiana courts, including in its Complaint in the above-captioned
action.
5. Daniels is an individual residing in Kentucky. He joined Watch in 2019 and, at all
times relevant to this Counterclaim and Third Party Complaint, was employed and acting as
Watch’s President and Chief Executive Officer.
24
JURISDICTION AND VENUE
6. This action is one over which this Court has original jurisdiction under 28 U.S.C. §
1331 because it arises under the laws of the United States. Specifically, this action arises under
the provisions of the Lanham Act, 15 U.S.C. § 1051, et seq.
7. This Court has subject matter jurisdiction over this action pursuant to 15 U.S.C. §
1121 and 28 U.S.C. § 1367 because all supplemental state law claims arise out of the same case or
controversy as the federal claim over which this Court has original jurisdiction.
8. This Court also has subject matter jurisdiction over this action pursuant to 15 U.S.C.
§1121 and 28 U.S.C. §1367 because Counterplaintiffs’ compulsory state law claims arise out of
the same case or controversy as the federal claims asserted in Watch’s Complaint against
Counterplaintiffs.
9. This Court has personal jurisdiction over Watch, which is licensed to and
continuously does business in this district, has committed tortious acts in this district, and has
availed itself of this courts of this district.
10. This Court has personal jurisdiction over Daniels as the President and CEO of
Watch, a foreign corporation licensed to do business in Indiana, and because Daniels has
committed tortious acts in this district.
BACKGROUND
A. Grit and Criblez
11. In 2020, Todd Mosby (“Mosby”) and Roger Criblez (“Criblez”) founded Grit for
the purpose of providing consulting and facilitation services for broadband internet service
providers (“ISPs”) working to expand internet access in certain rural and underserved areas of the
United States. Grit is not an ISP itself, and does not serve individual broadband customers.
25
12. Grit’s potential customer base is extremely limited, consisting of the very small
number of companies in the niche market of expanding broadband internet service to rural and
underserved populations in certain areas of the United States.
13. Criblez, one Grit’s co-founders, formerly worked as an accountant for Benton
Ridge Telephone Company (“BRT”).
14. Upon information and belief, BRT is affiliated with Watch. Watch is a broadband
ISP that is largely engaged in the business of providing Internet access and related services to
consumers and enterprise customers in rural areas of Ohio, Indiana, Illinois, and Kentucky.
15. While Criblez was employed by BRT, Daniels exhibited intense personal animosity
toward him. Among other things, Daniels acted unprofessionally in his communication with
Criblez, personally insulted Criblez, and criticized Criblez in front of other Watch and BRT
personnel.
16. Upon information and belief, Daniels was instrumental in convincing BRT to
terminate Criblez’s employment, which occurred in January 2020.
B. The Diamond Ventures Project
17. In the summer of 2020, Jarman was employed by BRT and tasked with, among
other things, finding and developing potential business opportunities.
18. Jarman became aware of a potential business opportunity in a proposed venture
with Diamond Ventures and Microsoft to bring broadband internet access to certain rural areas in
Alabama and Tennessee. Although both states were outside the geographical areas where Watch
provided services, Jarman believed the opportunity was worth considering and therefore presented
it to Frank Glaszner and Daniels for their review and input. Daniels was open to the possibility of
participating in the venture with respect to the proposed work in Tennessee, but told Jarman that
26
Watch was not interested in the work in Alabama and would not participate with respect to the
work in that state.
19. As a result of this direction, Jarman needed to include a partner entity that was
willing to perform Alabama portion of the project in order to put together a proposal for the
Diamond Ventures project that would meet all of its work requirements. Jarman therefore included
Grit in the proposal to Diamond Ventures and Microsoft because he knew the potential project
required work in Alabama, Grit was capable of and interested in performing that work, and Watch
had explicitly instructed him that it was not interested in the portion of the project in Alabama.
20. Although neither Watch nor Grit ultimately ended up working on the Diamond
Ventures/Microsoft project, Daniels later confronted Jarman about Grit’s inclusion in the proposal,
reiterating his dislike of Criblez. Daniels explicitly stated that he did not want to work with
Criblez, and instructed that Jarman was not to include Criblez or his company in any future
proposal or project with Watch.
C. Jarman’s Refusal to Acquiesce to Daniels’ Demand that He Falsely Certify

Watch’s Completion of Work
21. In 2018, BRT participated in the Connect America Fund (“CAF”) auction
conducted by the Federal Communications Commission (“FCC”) of the United States government,
which allocates government funds for broadband rollout projects in underserved communities.
22. BRT was successful. The FCC awarded BRT approximately $53,000,000 in the
CAF auction. The terms required BRT to complete its proposed buildout over a period of eight
years, with interim progress milestones to be certified every two years.
23. Notably, BRT was required to submit a substantial letter of credit to secure its
performance obligations, which could be reduced upon its certification in early 2021 that it had
27
completed twenty percent of the CAF work. Upon information and belief, this letter of credit was
in excess of $20,000,000.
24. Additionally, failure to reach the required progress milestones could result in
consequences ranging from substantial additional government oversight to termination from the
CAF project, which was extremely lucrative.
25. After receiving the CAF award, BRT subsequently assigned the CAF project to
Watch, which was to perform the work on the project and would be responsible for making the
interim progress certifications to the FCC.
26. Notably, Jarman did not have operational duties or responsibilities with regard to
the CAF project, and was not directly involved with the CAF work.
27. Nevertheless, in early January 2021, Daniels demanded that Jarman personally sign
Watch’s certification to the FCC which would represent to the government that Watch had reached
the required twenty-percent milestone on the CAF project (the “Certification”).
28. Jarman was deeply concerned about Daniels’ insistence that he sign the
Certification. Among other things, Jarman was not personally involved in the CAF project and
consequently lacked the personal knowledge required to properly certify that Watch had met the
twenty-percent milestone. Moreover, it was suspicious that Watch wanted a person who was
neither employed by Watch nor working in an operational role to sign the Certification on its
behalf.
29. Worse still, Jarman did have personal knowledge of Watch’s tower buildout, a
critical component of the CAF project, and knew that Watch could not possibly have completed
twenty percent of the CAF project based on equipment malfunctions and delays it had encountered
in building the towers. Signing the certification would therefore require lying to the United States
28
government and would fraudulently enable the draw-down of the required letter of credit before
required conditions had been met.
30. Jarman told Daniels he was not comfortable signing the Certification for these
reasons, and that such a Certification would not be truthful. Daniels continued to pressure Jarman
to sign the Certification, going so far as to tell Jarman that Daniels’ word should be sufficient for
Jarman to accept that Watch had met the progress milestone, despite Jarman’s personal knowledge
to the contrary.
31. Jarman was horrified and felt that Daniels was demanding that he do something
that was not only unethical but possibly even criminal. Unwilling to participate in this subterfuge
to defraud his own government, Jarman refused to sign the Certification and decided to resign his
position at BRT. Within a matter of a few weeks, Jarman accepted a position with Wabash
Heartland Innovation Network (“WHIN”) and resigned from BRT shortly thereafter on January
20, 2021.
32. After resigning, Jarman also performed consulting services on behalf of Grit.
D. Grit’s Airband Agreement with Microsoft
33. When Jarman resigned, Watch and Daniels immediately set out on an organized
campaign to promote Watch and unfairly compete with Grit by disparaging and defaming Grit, its
personnel, and its services to its limited pool of potential customers. Watch and Daniels started
with Microsoft, which they discovered had just entered into a multi-year contract with Grit (the
“Airband Agreement”).
34. Under Microsoft’s Airband Initiative, Microsoft partners with internet and energy
access providers, telecom equipment makers, and local entrepreneurs to make affordable
broadband access a reality for communities around the world. The Microsoft Airband Initiative
29
works with local organizations to develop cost-effective solutions to the unique needs of their
communities.
35. The Airband Agreement provided that Microsoft would collaborate with Grit to
enable construction and deployment of hybrid internet access networks and related business
models in Illinois, Indiana, Michigan, Ohio and Wisconsin for a five-year term. The Agreement
also stated that Microsoft would make available relevant marketing assets to Grit to promote the
sale of its products and services, provide technical support to Grit to deploy the networks it would
develop, and introduce Grit to sellers and manufacturers of relevant equipment.
36. Status as a Microsoft Airband partner would give Grit the opportunity to be
involved in countless rural internet initiatives. Moreover, Microsoft’s introduction of Grit – a
small, recently-founded start-up – to critical industry players and utilization of its significant
marketing assets on Grit’s behalf were invaluable to Grit, which lacked Microsoft’s budget or
cache in the industry.
37. But after learning of the Airband Agreement, Watch – acting through Daniels – set
out to intentionally destroy Grit’s nascent relationship with Microsoft, deprive Grit of the benefit
of the Airband Agreement, and commercially promote Watch to usurp Grit’s opportunities.
38. To accomplish this, Watch and Daniels made knowingly false and defamatory
statements about Counterplaintiffs, Grit’s employees, and their respective professional services
and reputations.
39. Specifically, Daniels told decisionmakers at Microsoft who were involved with Grit
and the Airband Initiative that Jarman, Grit and certain Grit employees were unethical, unreliable,
and lacked technical and other relevant expertise. Daniels further claimed that Grit would be
unable to perform the Airband Agreement satisfactorily and that Counterplaintiffs were stealing
30
Watch customers and depriving it of business opportunities, despite the fact that Grit does not
provide the same services as Watch and, unlike Watch, is not an ISP.
40. Additionally, he advised Microsoft that Watch was about to engage in lengthy,
costly litigation with Jarman and Grit.
41. Daniels made these statements in his capacity as the President and CEO of Watch
for the purpose of dissuading Microsoft from continuing its business relationship with Grit,
inducing Microsoft to terminate the Airband Agreement, and encouraging Microsoft to give its
business to Watch instead.
42. Upon information and belief, Daniels was motivated by a combination of (a) intense
personal animosity toward Criblez and, consequently, the company he founded; (b) a desire to
retaliate against Jarman for his refusal to accede to Daniels’ unethical demands and keep him quiet
about Daniels’ direction to lie to the FCC concerning Watch’s failure to meet CAF progress
milestones; and (c) the possibility of swaying Microsoft to move the Airband relationship from
Grit to Watch.
43. Daniels’ efforts on behalf of Watch were effective and achieved their intended
purpose. On January 22, 2021, a mere three days after Microsoft signed the Airband Agreement
and only 48 hours after Jarman resigned, Microsoft advised Grit that it was terminating the
relationship and backing out of the five-year Airband Agreement.
44. When Jarman enquired about Microsoft’s basis for terminating the relationship, he
was informed of Watch’s statements, through Daniels, about Grit, its personnel and services, and
Jarman, and that Microsoft had therefore decided to terminate the Airband Agreement and its
relationship with Grit.
31
45. Upon information and belief, Watch and Daniels have continued their campaign to
deprive Grit of business opportunities, unfairly compete with Grit through misrepresentations of
fact in Watch’s commercial promotion of its own business, and defame Counterplaintiffs.
Counterplaintiffs’ investigation is ongoing.
46. The effects of Watch and Daniels’ misconduct on Grit are magnified because Grit
is a small start-up with a limited pool of customers – namely, ISPs currently involved in the niche
market of expanding broadband access to rural and underserved areas.
COUNT I: TORTIOUS INTERFERENCE WITH A CONTRACT

(by Grit against Watch and Daniels)
47. Grit restates the preceding paragraphs of this Counterclaim as though fully set forth
herein.
48. The Airband Agreement was a valid and enforceable contract between Grit and
Microsoft.
49. Grit was ready, willing and able to perform the Airband Agreement.
50. Watch and Daniels knew of the existence of the Airband Agreement and of Grit’s
business relationship with Microsoft.
51. Watch and Daniels unjustifiably and intentionally induced Microsoft to terminate
the Airband Agreement through Daniels’ comments to Microsoft, which he made in his official
capacity as President and CEO of Watch.
52. Watch and Daniels’ statements of purported fact were unjustified, untrue, and
designed to harm Grit’s relationship with Microsoft and induce Microsoft to terminate the Airband
Agreement.
53. As a result of Watch and Daniels’ misconduct, Microsoft terminated the Airband
Agreement and its business relationship with Grit.
32
54. This deprived Grit of the benefit of the five-year Airband Agreement and damaged
Grit in an amount to be determined at trial.
WHEREFORE, Counter-plaintiff/Third-party plaintiff Grit Technologies LLC demands
judgment in its favor and against Watch in an amount to be determined at trial.
COUNT II: DEFAMATION

(by Grit and Jarman against Watch and Daniels)
55. Counterplaintiffs restate the preceding paragraphs of this Counterclaim as though
fully set forth herein.
56. Watch and Daniels’ statements tended to harm Counterplaintiffs’ reputations in the
estimation of the community and deter others from associating or working with them.
57. The statements accused Counterplaintiffs of misconduct in their profession, office
and occupation.
58. Watch and Daniels made the defamatory statements intentionally, maliciously, and
with full knowledge that the statements were false.
59. Watch and Daniels made the defamatory statements to Microsoft and, upon
information and belief, to other potential clients or business partners of Counterplaintiffs.
WHEREFORE, Counter-plaintiffs/Third-party plaintiffs Grit Technologies LLC and Greg
Jarman demand judgment in their favor and against Watch and Daniels in an amount to be
determined at trial, including:
(a) Compensatory damages;
(b) Special damages;
(c) Punitive or exemplary damages;
(d) A permanent injunction enjoining Watch, Daniels, their employees, agents,

officers, directors, attorneys, successors, affiliates, subsidiaries, parent
companies and assigns, and all those in active concert with any of the foregoing
33
persons or entities who receive actual notice of the Court’s order from defaming
Jarman, Grit, or their products or services, or employees, founders, members,
directors, or officers, or aiding or abetting any other person or entity to do so;
and
(e) Such other and further relief as is warranted.
COUNT III: VIOLATION OF SECTION 43(a) OF THE LANHAM ACT

(by Grit against Watch and Daniels)
herein.
61. Watch and Daniels made false statements of purported fact in a commercial
advertisement or promotion concerning Grit, its personnel, and its services, as alleged herein.
62. Watch and Daniels knew that these statements of fact were false at that time.
63. These statements were made in interstate commerce and actually deceived, or at
least had the tendency to deceive, their audience.
64. These statements were disseminated to a substantial portion of the relevant potential
customer base for Grit, including but not limited to its business partner, Microsoft. Upon
information and belief, Watch and Daniels have continued to disseminate these false statements to
Grit’s potential customers.
65. These statements were made for the purpose of influencing their audience to
purchase Watch’s products and services, and to dissuade the audience from purchasing such
products and services from Grit.
66. In fact, Watch and Daniels’ statements had their intended effect, and induced
Microsoft to terminate the Airband Agreement with Grit and end their business relationship.
67. Watch and Daniels’ conduct as alleged herein constitutes unfair competition in
violation of Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a).
34
WHEREFORE, Counter-plaintiff/Third-party plaintiff Grit Technologies demands
judgment in its favor and against Watch and Daniels in an amount to be determined at trial,
including:
(a) Attorneys’ fees and costs incurred in bringing this action;
(b) Punitive and exemplary damages;
(c) Disgorgement of Watch’s profits resulting from its violation of the Lanham Act;
(d) Disgorgement of any compensation or monetary gain Daniels received as a

result of his misconduct or Watch’s profits derived therefrom;
(e) Compensatory damages suffered by Grit, including but not limited to damages
resulting from the termination of the Airband Agreement;
(f) A permanent injunction enjoining Watch, Daniels, their employees, agents,

persons or entities who receive actual notice of the Court’s order from making
any false statements concerning Grit, its products or services, or employees,
founders, members, directors, or officers, or aiding or abetting any other person
or entity to do so; and
(g) Such other and further relief as is warranted.
COUNT IV: UNFAIR COMPETITION IN VIOLATION OF COMMON LAW

(by Grit against Watch and Daniels, in the alternative)
herein.
69. As set forth herein, Watch and Daniels unfairly competed against Grit by making
knowingly false statements of purported fact concerning Grit, its products and services, and its
personnel to its small customer base.
70. These knowingly false statements constitute unfair competition under Indiana law.
71. Watch and Daniels’ conduct as alleged here in is willful, intentional, and malicious.
35
72. Watch and Daniels’ conduct is intended and has the tendency to deceive its
audience. This conduct has actually deceived Microsoft.
WHEREFORE, Counter-plaintiff/Third-party plaintiff Grit Technologies demands
judgment in its favor and against Watch and Daniels in an amount to be determined at trial,
including:
(a) Compensatory damages;
(b) Disgorgement of Watch’s profits resulting from its unfair competition in

violation of Indiana law;
(c) Disgorgement of any compensation or monetary gain Daniels received as a

result of his misconduct or Watch’s profits derived therefrom;
(d) A permanent injunction enjoining Watch, Daniels, their employees, agents,

persons or entities who receive actual notice of the Court’s order from making
any false statements concerning Grit, its products or services, or employees,
founders, members, directors, or officers, or aiding or abetting any other person
or entity to do so; and
(e) Such other and further relief as is warranted.
36
Respectfully submitted this 28th day of April, 2021,
/s/ Wendy D. Brewer

Wendy D. Brewer, #22669-49
FULTZ MADDOX DICKENS, PLC
333 N. Alabama Street, Suite 350
Indianapolis, IN 46204
Tel: 317.215.6220
E-mail: wbrewer@fmdlegal.com
Laura M. Brymer (#30989-10)

Fultz Maddox Dickens PLC
101 S. Fifth Street, Ste. 2700
Louisville, KY 40202
Telephone: 502.588.2000
E-mail: lbrymer@fmdlegal.com
and
Jeffrey L. Widman, Admission Pending

Laura Caplin, Admission Pending
Fox Rothschild LLP
321 N. Clark Street, Suite 1600
Chicago, IL 60654
Telephone: 312.980.3807
E-mail: jwidman@foxrothschild.com
lcaplin@foxrothschild.com
Attorneys for the Defendants
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing Answer, Counterclaim and Third Party
Claim was filed electronically this 28th day of April, 2021. Notice of this filing will be sent to all
parties registered to receive such notice by operation of the Court’s electronic filing system.
/s/ Wendy D. Brewer

Wendy D. Brewer
37

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Case 1:21-cv-00550-RLY-MJD Document 29 Filed 04/28/21 Page 1 of 37 PageID #: 211

UNITED STATES DISTRICT COURT

ANSWER, COUNTERCLAIM AND THIRD-PARTY COMPLAINT

Communications (“Watch”), their Counterclaim against Watch, and their Third-Party

Complaint against Chris Daniels (“Daniels”):

INTRODUCTION AND NATURE OF THE CASE

1. This is an action involving blatant breaches of fiduciary duty, wilful [sic]

3. Watch seeks injunctive and monetary relief.

deny that Watch is entitled to such relief.

4. Watch is an Ohio corporation and subsidiary of Benton Ridge Telephone

remaining allegations of this paragraph are admitted.

5. Upon information and belief, Greg Jarman (“Jarman”), B. Todd Mosby

6. Upon information and belief, GRiT Technologies, LLC (“GRiT”) is an Indiana

allegations of this paragraph are denied.

JURISDICTION AND VENUE

this paragraph are admitted.

16. Pursuant to 28 U.S.C. § 1391(b)(2), venue is proper in this District in that a

as if fully set forth herein.

Watch’s Proprietary Information and Trade Secrets

Jarman and Southern Networks

19. Jarman was hired by Watch in February 2014.

The remaining allegations of this paragraph are admitted.

Answer: See Jarman’s contemporaneously filed Motion to Dismiss.

Answer: See Jarman’s contemporaneously filed Motion to Dismiss.

Answer: See Jarman’s contemporaneously filed Motion to Dismiss.

Answer: See Jarman’s contemporaneously filed Motion to Dismiss.

Answer: See Jarman’s contemporaneously filed Motion to Dismiss.

Answer: See Jarman’s contemporaneously filed Motion to Dismiss.

27. Amid concerns of impropriety, Williams contacted Chris Daniels (“Daniels”),

Answer: See Jarman’s contemporaneously filed Motion to Dismiss.

Answer: See Jarman’s contemporaneously filed Motion to Dismiss.

Answer: See Jarman’s contemporaneously filed Motion to Dismiss.

Answer: See Jarman’s contemporaneously filed Motion to Dismiss.

31. No longer trusting Jarman’s judgment or explanation of the business relationship,

Answer: See Jarman’s contemporaneously filed Motion to Dismiss.

Answer: See Jarman’s contemporaneously filed Motion to Dismiss.

33. As CDO, Jarman focused on business development, including managing strategic

Answer: See Jarman’s contemporaneously filed Motion to Dismiss.

Jarman and GRiT Technologies

Mosby lack technical expertise in rural broadband or IoT services.

Diamond Ventures. All remaining allegations of this paragraph are denied.

Watch Discovers Jarman’s Disloyalty as Employee

the allegations in this Paragraph, and therefore deny the same.

allegations of this paragraph are denied.

paragraph are denied.

All remaining allegations of this paragraph are denied.

53. Additionally, upon Jarman’s resignation, Watch discovered Southern’s Articles of

Answer: See Jarman’s contemporaneously filed Motion to Dismiss.

remaining allegations of the paragraph are denied.

the allegations in this paragraph, and therefore deny the same.

Count One - False Designation of Origin and Unfair Competition

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

67. Defendants’ unauthorized use in interstate commerce of Watch’s mark, as well as

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

69. Defendants’ conduct as alleged herein is intended to and is likely to cause

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

70. Defendants’ conduct as alleged herein constitutes unfair competition in violation of

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.