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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


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

domiciled in this District. All other allegations of this paragraph are denied.

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

domiciled in this District. All other allegations of this paragraph are denied.

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.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

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.

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

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.

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

24. On or about June 15, 2019, Watch received a check for $45,000.00 from BPC for
the project in Tennessee.

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

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%.

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

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.

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

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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.

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

28. Jarman and Daniels travelled together from June 19-21, 2019 for Watch business
meetings and events in Evansville, Indiana and St. Louis, Missouri.

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

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.

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

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.

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

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.

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

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”).

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

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.

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

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.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

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.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

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.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

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.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

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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Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

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.

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

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.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

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.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

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)

63. Watch repeats and realleges each and every allegation set forth in the paragraphs
above as if fully set forth herein.

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.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

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.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

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.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

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.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

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.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

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.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

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).

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

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.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

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.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

Count Two - Breach of Contract (Confidentiality)


(Against Defendants Jarman, Criblez and Kolb)

73. Watch repeats and realleges each and every allegation set forth in the paragraphs
above as if fully set forth herein.

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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.

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.

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”).

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.

76. The Agreements, including the confidentiality provisions contained within, are
binding on the individual Defendants and BRT and its affiliates and subsidiaries.

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.

77. While still employed by Watch and thereafter, Jarman used Watch’s Confidential
Information in violation of the Agreement.

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.

78. While still employed by Watch and thereafter, Jarman used the Confidential
Information for the benefit of GRiT Technologies.

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.

79. After their employment with Watch Criblez and Kolb used Watch’s Confidential
Information in violation of the Agreements.

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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.

80. After their employment with Watch Criblez and Kolb used Watch’s Confidential
Information for the benefit of GRiT Technologies.

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.

81. Watch takes reasonable steps to protect the privacy of its Confidential Information.

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.

82. Watch has been damaged by individual Defendant’s breach of the Agreements.

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.

Count Three - Breach of Contract (Competing During Employment)


(Against Defendant Jarman)

83. Watch repeats and realleges each and every allegation set forth in the paragraphs
above as if fully set forth herein.

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.

84. Jarman entered into a valid and binding Agreement with Watch’s parent company,
BRT.

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.

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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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.

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.

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.

87. GRiT competes with Watch.

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.

88. Jarman’s service to GRiT while employed by Watch violated his Agreement with
Watch.

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.

89. Jarman misappropriated time scheduled for Watch duties and diverted his time to
GRiT duties as evidenced in his personal calendar entries and emails.

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.

90. As explained more fully in the fact sections above, which are incorporated here by
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.

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.

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.

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.

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92. Watch has been damaged as a result of Jarman’s breach of said Agreement.

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.

Count Four - Breach of Contract (Fiduciary Duty of Loyalty)


(Against Defendant Jarman)

93. Watch repeats and realleges each and every allegation set forth in the paragraphs
above as if fully set forth herein.

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.

94. Jarman owed Watch, as its employee and CDO, a fiduciary duty of loyalty.

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.

95. Jarman breached that duty of loyalty in undertaking activity for the benefit of GRiT
while still employed by Watch.

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.

96. As explained more fully in the fact sections above, which are incorporated here by
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.

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.

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.

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.

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98. Watch has been damaged as a result of Jarman’s breach of said fiduciary duty of
loyalty.

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.

Count Five - Indiana Uniform Trade Secrets Act, Ind. Code § 24-2-3-1 et seq.
(Against All Named Defendants)

99. 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.

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.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

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
(Against All Named Defendants)

109. 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.

110. Watch maintains trade secrets related to broadband services and IoT.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

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

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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.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

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

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.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

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

113. Individuals accessing the information are subject to employee agreements


containing non-disclosure obligations and other restrictive covenants.

Answer: Defendants lack knowledge or information sufficient to form a belief about the truth of

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

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.

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Count Seven - Civil Conspiracy


(Against All Named Defendants)

117. Watch repeats and realleges each and every allegation set forth in the paragraphs
above as if fully set forth herein.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

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.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

119. Defendants’ involvement in this concerted action was intentional.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

120. Defendants kept this conspiracy secret and did not inform anyone in Watch’s upper
management of their plans and activities.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

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.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

Count Eight – Unfair Competition in Violation of Common Law


(Against All Named Defendants)

122. Watch repeats and realleges each and every allegation set forth in the paragraphs
above as if fully set forth herein.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

123. As explained more fully in the fact sections above, which are incorporated here by
reference, Defendants have intentionally engaged in unfair competition in violation of the common
law of the State of Indiana.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

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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.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

125. 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
connection with broadband Internet access and related services could cause a likelihood of
consumer confusion and has in fact caused such confusion.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

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.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

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.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

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.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

129. Defendants’ acts have caused, and will continue to cause, irreparable injury to
Watch.

Answer: See Defendants’ contemporaneously filed Motions to Dismiss.

130. To the extent a response is required, Grit and Jarman deny each and every allegation

of the Complaint not specifically admitted herein.

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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.

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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.

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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

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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

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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

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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

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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

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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.

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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.

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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

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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)

60. Grit restates the preceding paragraphs of this Counterclaim as though fully set forth

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).

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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,


officers, directors, attorneys, successors, affiliates, subsidiaries, parent
companies and assigns, and all those in active concert with any of the foregoing
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)

68. Grit restates the preceding paragraphs of this Counterclaim as though fully set forth

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.

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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,


officers, directors, attorneys, successors, affiliates, subsidiaries, parent
companies and assigns, and all those in active concert with any of the foregoing
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.

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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

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