Plaster & Wald Consulting Corp. v. Bobby Tillman

Plaster & Wald Consulting Corp. sued Bobby Tillman, Shawna Tillman and Tillman and Associates, LLC claiming:

1. The plaintiff, Plaster & Wald Consulting Corp. ("P&W”), is an Oklahoma corporation with its principal place of business in Mustang, Canadian County, Oklahoma.

2. The defendant, Bobby TilIman ("TilIman”), is an individual residing in Mustang, Canadian County, Oklahoma.

3. The defendant, Tillman and Associates Consulting, LLC ("TALLC”), is an Oklahoma limited liability company with its principal place of business in Yukon, Canadian County, Oklahoma.

4. The defendant, Shawna Tillman ("Shawna”), is an individual residing in Mustang, Canadian County, Oklahoma.

5. P&W is an oil and gas consulting company, and provides consulting services to oil and gas companies in the areas of engineering, implementing well plans, authorities-for- expenditures and regulatory assistance related to oil and gas drilling and production operations.

6. The oil and gas consulting services industry is a very competitive industry. To be successful in this industry, a consulting service company must spend substantial time and financial resources to develop a base of oil and gas companies who call upon the consulting company when they are in need of consulting services. In addition, the consulting service company must develop, through direct hiring or through independent contractor arrangements, a group of qualified persons who can provide the services needed by a client when called upon to do so. The development of the personnel to fulfill consulting needs takes substantial investment of time and money.

7. Through its years of business, P&W has invested substantial time and financial resources in developing its client base and the individual relationships with representatives of each client. P&W has developed with each client certain rate structures and pricing guidelines that are particular to each client and which are not disclosed to competitors of P&W. The client contact lists and rate structures for each client (the "Client Database”) are valuable assets to and trade secrets of P&w.

8. Through its years of business, MW has developed a list of independent contractors and employees who are available to perform consulting services needed by P&W's clients. P&W has developed with each employee and independent contractor certain rate structures and reimbursement guidelines, which are not disclosed to competitors of P&W. P&W's list of independent contractors and employees and their rate structures were developed through substantial investment of time and financial resources. The contact list of independent contractors and employees and their rate structures ("Consultant Database”) represents a valuable asset to and a trade secret of P&W.

9. P&W's Client Database and Consultant Database represent a substantial economic asset and is the result of extensive expenditure of time, effort and money, and the databases contain information not generally known within the trade and represent substantial research and compilation of existing and prospective data. Developing and maintaining an ongoing database of both client contacts and employees and independent contractors who are available to provide consulting services for P&W clients is the lifeblood of P&W's business.

10. In the oil and gas service industry, once a relationship with a client has been developed, that relationship tends to continue for many years absent improper interference.

11. In 2007, P&W employed Tillman as its Operations Manager. The Operations Manager is a high-level management position within P&W. As Operations Manager, Tiliman had access to and knowledge of P&W's Client Database and Consultant Database. Tillman's responsibility as Operations Manager included overseeing the daily scheduling of consulting services to clients and the coordination of which independent contractor or employee would fill the service needs of the P&W client.

12. As a high-level management employee, P&W entrusted Tiliman with detailed information concerning P&W confidential information and trade secrets, including but not limited to the Client Database and the Consultant Database, and reposed substantial trust and confidence in Tillman.

13. As Operations Manager, Tiliman had access to the specific needs and preferences of P&W' s clients. P&W enabled Tiliman to develop relationships with its existing and potential clients and to learn about their business operations, needs, and processes.

14. In December 2007, Tillman agreed to and signed P&W' s Statement of Ethics. In the Statement of Ethics, Tillman agreed to safeguard "against theft, loss or misuse of such property that you use to do your job,” and agreed that P&W property "would be used for business purposes only, [and] the use of this property for personal gain is prohibited.” Tillman further agreed in the Statement of Ethics to "at all times maintain a high level of ethical conduct in connection with the performance of my official duties and responsibilities.”

15. Shawna was employed by P&W in April 2009, and is a sister-in-law to Tillman. Shawna worked for P&W in its finance section, and was required to and did have access to s Client Database, the Consultant Database, and substantial additional information relating to s business and finances.

16. As an employee of P&W performing services in its finance sector, P&W entrusted Shawna with detailed information concerning P&W confidential information and trade secrets, including but not limited to the Client Database and the Consultant Database, and reposed substantial trust and confidence in Shawna.

17. While employed as Operations Manager for P&W, Tillman developed a plan to form a new company to provide oil and gas consulting services to directly compete against P&W.

18. As part of his scheme to compete with P&W, Tillman decided to approach some existing P&W clients to ask them to commit to contracting with Tillman' s new company before Tillman left P&W's employment.

19. While employed as Operations Manager for P&W, Tillman requested an attorney in Woodward, Oklahoma, to form TALLC. TALLC was formed in March 2011. Tillman's purpose for forming TALLC was to have an entity through which to directly compete against P&W for the provision of oil and gas consulting services.

20. Most oil and gas companies require that its consulting companies maintain certain minimum levels of insurance. While employed as Operations Manager for P&W, Tillman and TALLC obtained insurance for TALLC through Dillingham Insurance Company ("DIC”) located in Enid, Oklahoma.

21. While employed as Operations Manager for P&W, and using client contacts that had been developed by P&W, Tillman approached some existing clients of P&W to discuss his plan to leave P&W and to provide oil and gas consulting services through TALLC. Tillman approached Wildhorse Resources, LLC ("Wildhorse”), Laredo Petroleum, Inc. ("Laredo”) and Devon Energy Company ("Devon”) and discussed his plan to leave P&W and provide oil and gas consulting services through TALLC. Tiliman asked Wildhorse and Laredo to commit to using TALLC for their oil and gas consulting services when he left P&W.

22. While employed as Operations Manager for P&W, Tiliman discussed with certain employees and independent contractors of P&W his plan to form a new company to compete with P&W for oil and gas consulting services, as well as his plan to take the business of some existing P&W clients with him. Tillman informed certain P&W employees and consultants of his plans so that he could determine whether those employees and independent contractors would terminate their existing relationships with P&W and come to work for TALLC.

23. In discussing his plans to leave P&W and to begin providing oil and gas consulting services in direct competition with P&W, Tillman used P&W's confidential rate structure and financial information to establish rate structure and prices for TALLC to provide services to clients and to establish more favorable payment and reimbursement rates to be paid to those persons who would leave P&W and come to work for TALLC.

24. Upon information and belief, Tillman informed P&W consultant Gaxy Tillman and Shawna of his plan to create a new company to directly compete with P&W, to leave P&W and take the business of some existing P&W clients with him, and to take some P&W employees and independent contractors with him.

25. Prior to April 29, 2011, TilIman approached P&W employee Daniel Leggett and discussed his plan to create a new company to directly compete with P&W and asked Leggett to commit to leave P&W and come to work for TALLC. While Tillman was employed as Operations Manager for P&W, he obtained a commitment from Leggett to leave P&W's employment and to come to work for TALLC.

26. Prior to April 29, 2011, Tillman approached P&W employee J. T. Arney and discussed his plan to create a new company to directly compete with P&W and asked Arney to commit to leave P&W and come to work for TALLC.

27. Upon information and belief, on April 29, 2011, Tillman met with Scott Truby, an employee of Laredo, to finalize the plan for Laredo to use TALLC for oil and gas consulting services after Tiliman left P&W. During that meeting, Tillman discussed with Scoff Truby that "everyone who wants to work through [TALLC] will stay where they are on all the [Laredo] rigs.”

28. After his meeting with Scott Truby of Laredo on April 29, 2011, Tiliman advised a P&W employee that his new company would be starting up "next week,” and that he (Tiliman) "will keep all Laredo work.” Upon information and belief, by April 29, 2011, Tiliman had obtained a verbal commitment from Laredo that Laredo would use TALLC for its oil and gas consulting services after Tiliman left P&W.

29. While employed as Operations Manager for P&W, Tillman requested DIC to provide to Laredo copies of TALLC's Certificate of Liability Insurance. The Certificate of Liability Insurance was provided as part of Tillman's plan to take P&W's existing client, Laredo, with him after leaving employment with P&W. At Tillman's request, DIC provided to Laredo a copy of TALLC's Certificate of Liability Insurance,

30. On May 3, 2011, while employed as Operations Manager for P&W, Tillman contacted Scott Truby of Laredo to confirm that Laredo had received TALLC's insurance information.

31. While employed as Operations Manager for P&W, Tillman requested DIC to provide to Wildhorse a copy of TALLC's Certificate of Liability Insurance. The Certificate of Liability Insurance was provided as part of Tillman' s plan to take P&W's existing client, Wildhorse, with him after leaving employment with P&W. At Tillman's request, DIC provided to Wil4horse a copy of TALLC's Certificate of Liability Insurance dated May 10, 2011.

32. While employed as Operations Manager for P&W, Tillman and TALLC prepared an informational sheet for TALLC that was to be used for promotional purposes, a true sand correct copy of which is attached hereto as Exhibit A.

33. While employed as Operations Manager for P&W, Tillman and TALLC caused the informational sheet attached hereto as Exhibit A to be transmitted to some existing clients of P&W.

34. While Tiliman was actively engaged in and pursing his plans to directly compete with P&W and to take existing P&W clients with him, Tillman was using MW property and resources and was receiving regular payment of salary and reimbursement of expenses from P&W.

35. While employed as Operations Manager for P&W, Tillman diverted business opportunities from P&W to TALLC, and used P&W's confidential information and trade secrets, including but not limited to the Client Database and the Consultant Database, to benefit TALLC.

36. TALLC was at all times aware that Tillman was the Operations Manager for P&W, that Tillman's acts and conduct set forth herein were without the knowledge or consent ofP&W, and that Tillman's acts and conduct violated contractual obligations of Tiliman, as well as duties imposed on Tillman by virtue of his employment status with P&W.

37. At all times since the formation of TALLC, the acts and conduct of Tillman regarding the plan to compete against P&W and to take existing P&W clients, P&W employees and independent contractors, and P&W confidential information and trade secrets, were also the acts and conduct of TALLC.

38. P&W learned that Tillman was engaged in a plan to compete against P&W in the provision of oil and gas consulting services when an existing P&W client casually mentioned that they had been approached by Tillman and expressed their sorrow that P&W had lost Tillman's services. At the time the existing customer advised P&W that it had been approached by Tillman, Tillman was still employed as Operations Manager for P&W.

39. Tillman's services with P&W were terminated on May 17, 2011.

40. Prior to his termination, Tiliman had removed certain information and documents from P&W with the intention of using such information in competing against P&W and to benefit TALLC. The information included P&W's Client Database and Consultant Database, P&W's rate structure and pricing information for clients, P&W's rate and reimbursement information for employees and independent contractors, and additional confidential information.

41. Shawna's employment with P&W ended on approximately April 21, 2011. While employed by P&W, Shawna took certain P&W files from P&W's offices, down-loaded information from P&W's computer system onto a "thumb drive” and removed it from P&W's offices, and provided the information that she wrongfully removed from P&W to Tillman.

42. The acts of Shawna in removing P&W documents and information were without the knowledge or consent of P&W. Tillman and TALLC knew that the documents and information removed by Shawna were without the knowledge or consent of P&W and was in violation of duties and obligations that Shawna owed to P&W.

43. TALLC at all times knew that the documents and information obtained and removed by Tillman from P&W was without the knowledge or consent of P&W and was done in violation of Tillman's contract obligations and duties and obligations Tillman owed to P&W.

44. Immediately after his termination, TilIman began working on behalf of TALLC on a full-time basis. In performing work for TALLC, Tillman utilized information and documents wrongfully obtained from P&W.

45. Tillman and TALLC contacted P&W employees and solicited employees to leave P&W's employment to work for TALLC. Tillman and TALLC used the Consultant Database wrongfully obtained from P&W, as well as confidential information concerning P&W's rate stmcture and reimbursement pricing, to approach employees and offerhigher rates than that provided by P&W.

46. Tillman and TALLC contacted P&W employees Casey Brown, Lloyd Harris, Daniel Leggett, Steve Lilly, Bill Payne, Gary Tillman and Randall Tillman and solicited them to leave P&W's employment to work for TALLC. Each of these employees were consultants assigned by P&W to perform services for Laredo. Casey Brown, Lloyd Harris, Daniel Leggett, Steve Lilly, Bill Payne, Gary Tillman and Randall Tiliman have all terminated their employment with P&W and have gone to work for TALLC.

47. Tillman and TALLC contacted Petroleum Development Corp. ("PDC”) for purposes of taking its business from P&W and diverting it to TALLC. PDC has begun using TALLC for oil and gas consulting services.

48. Tillman performed acts in furtherance of his plan to start a competing company, TALLC, while he was employed by P&W and during times that he should have been performing services on behalf of P&W. Tillman received compensation from P&W during times that he was actively working to take business from P&W and direct that business to TALLC.

49. Tillman used P&W's cell phone, vehicle and other property and resources when working in pursuit of his plan to form TALLC as an oil and gas consulting firm to compete directly with P&W, and in approaching existing P&W clients, employees and independent contractors to solicit and/or obtain their agreement to leave P&W and obtain services from or provide services through TALLC.

50. Tillman removed property and information belonging to P&W from P&W's offices and did not return such property and information to P&W when he left P&W's employment.

51. Tiliman used confidential information and trade secrets of P&W in furtherance of TALLC 's business and in pursuit of his plan to leave P&W, take existing P&W clients and compete directly with P&W for the provision of oil and gas consulting services.

FIRST CAUSE OF ACTION (BREACH OF FIDUCIARY DUTY AGAINST SHAWNA) 52. The allegations of paragraphs 1 through 51 are incorporated herein.

53. As an employee of P&W with access to confidential information and trade secrets of P&W, Shawna owed P&W a fiduciary duty.

54. Shawna' s acts and conduct alleged herein violated her fiduciary duty to P&W.

55. P&W has suffered and will continue to suffer damages as a result of Shawna' s breach of fiduciary duty owed to P&W, for all of which Shawna is liable.

56. The acts and conduct of Shawna were committed intentionally and with malice toward P&W, and P&W is entitled to an award of punitive damages, by way of example, in an amount to be determined by the jury. SECOND CAUSE OF ACTION (BREACH OF DUTY OF LOYALTY AGAINST SI-IAWNA) 57. The allegations of paragraphs 1 through 51 are incorporated herein.

58. As an employee ofP&W with access to confidential information and trade secrets of P&W, Shawna owed P&W a duty to act loyally for P&W's benefit in all matters connected to P&W's business.

59. Shawna's duty to act loyally toward P&W included a duty not to assist P&W's competitors, and not to use P&W's property or confidential information, for the benefit of a third person, including Tiliman and TALLC.

60. Shawna's acts and conduct complained of here in violate her duty to act loyally toward P&w.

61. P&W has suffered and will continue to suffer damages as a result of Shawna' s breach of her duty of loyalty owed to P&W, for all of which Shawna is liable. 62. The acts and conduct of Shawna were committed intentionally and with malice toward P&W, and P&W is entitled to an award of punitive damages, by way of example, in an amount to be determined by the jury.

THIRD CAUSE OF ACTION (BREACH OF FIDUCIARY DUTY AGAINST TILLMAN)

63. The allegations of paragraphs 1 through 51 are incorporated herein.

64. While employed as Operations Manager of P&W, Tillman owed P&W a fiduciary duty.

65. Tillman's acts and conduct alleged herein violated his fiduciary duty to P&W.

66. P&W has suffered and will continue to suffer damages as a result of Tillman's breach of fiduciary duty owed to P&W, for all of which Tillman is liable.

67. The acts and conduct of Tillman were committed intentionally and with malice toward P&W, and P&W is entitled to an award of punitive damages, by way of example, in an amount to be determined by the jury.



FOURTH CAUSE OF ACTION (BREACH OF DUTY OF LOYALTY AGAINST TILLMAN)

68. The allegations of paragraphs 1 through 51 are incorporated herein.

69. As the Operations Manager for P&W, Tillman owed P&W a duty to act loyally for P&W's benefit in all matters connected to P&W's business.

70. Tillman' s duty to act loyally toward P&W included a duty not to compete with P&W or take action on behalf of, or otherwise assist, P&W's competitors, as well as a duty not to use P&W's property or confidential information for his own benefit or for the benefit of a third person.

71. Tillman's acts and conduct complained ofherein violate his duty to act loyally toward P&w.

72. P&W has suffered and will continue to suffer damages as a result of Tillman's breach of his duty of loyalty owed to P&W, for all of which Tillman is liable.

73. The acts and conduct of Tiliman were committed intentionally and with malice toward P&W, and P&W is entitled to an award of punitive damages, by way of example, in an amount to be determined by the jury.

FIFTH CAUSE OF ACTION (BREACH OF CONTRACT AGAINST TILLMAN)

74. The allegations of paragraphs 1 through 51 are incorporated herein.

75. The acts and conduct of Tillman were in violation of the terms and conditions of his employment with P&W.

76. P&W has suffered and will continue to suffer damages as a result of Tiliman's breach of the terms and conditions of his employment with P&W, for all of which Tillman is liable.

SIXTH CAUSE OF ACTION (BREACH OF DUTY OF GOOD FAITH AND FAIR DEALING AGAINST TILLMAN)

77. The allegations of paragraphs 1 through 51 are incorporated herein.

78. The acts and conduct of Tillman were in violation of his duty to deal fairly and in good faith toward P&W.

79. P&W has suffered and will continue to suffer damages as a result of Tillman's breach of his duty of good faith and fair dealing, for all of which human is liable.

80. The acts and conduct of Tiliman were committed intentionally and with malice toward P&W, and P&W is entitled to an award of punitive damages, by way of example, in an amount to be determined by the jury.

SEVENTH CAUSE OF ACTION (TORTIOUS INTERFERENCE WITH CONTRACT AGAINST TALLC)

81. The allegations of paragraphs 1 through 51 are incorporated herein by reference.

82. P&W had a contractual relationship with Tiliman, under which Tillman agreed to perform services as Operations Manager for P&W, and Tiliman owed P&W certain contractual and other duties and obligations.

83. TALLC interfered with P&W's contract with Tillman, which interference was malicious and wrongfttl, and which induced TilIman to breach his obligations owed to P&W.

84. P&W has suffered and will continue to suffer damages as a result of TALLC's interference with its contract with Tillman, for all of which TALLC is liable.

85. The acts and conduct of TALLC were committed intentionally and with malice toward P&W, and P&W is entitled to an award of punitive damages, by way of example, in an amount to be determined by the jury.

EIGHTH CAUSE OF ACTION (CONSTRUCTIVE TRUST AGAINST TILLMAN AND TALLC)

86. The allegations of paragraphs 1 through 51 are incorporated herein by reference.

87. Tiliman and TALLC would be unjustly enriched if they were allowed to retain any profit or benefit from the breaches of duty, loyalty and contract committed by Tiliman, and aided and abetted by TALLC.

88. P&W is entitled to imposition of a constructive trust on all monies or benefit received by Tiliman and TALLC from the oil and gas consulting services performed by Tiliman and TALLC since the inception of TALLC.

NINTH CAUSE OF ACTION (UNFAIR COMPETITION AGAINST TALLC AND TILLMAN)

89. The allegations of paragraphs 1 through 51 are incorporated herein by reference.

90. The acts and conduct of Tiliman and TALLC in soliciting P&W's clients while Tillnian was employed by P&W, in obtaining P&W's confidential information and trade secrets and wrongfully using that information in competing against P&W, in wrongfully interfering in existing contracts with employees and an advantageous business relationship, and the other conduct of Tiliman and TALLC alleged herein, were intended to and did injure P&W.

91. Through their acts and conduct, Tiliman and TALLC unfairly competed against P&W in violation of Oklahoma law.

92. As a result of the acts and conduct of Tillman and TALLC, P&W has suffered damage, for all of which Tillman and TALLC are liable.

93. The acts and conduct of Tillman and TALLC were committed intentionally and with malice toward P&W, and P&W is entitled to an award of punitive damages, by way of example, in an amount to be determined by the jury.

TENTH CAUSE OF ACTION (TORTIOUS INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE AGAINST TILLMAN AND TALLC)

94. The allegations of paragraphs 1 through 51 are incomorated herein by reference.

95. The conduct of Tiliman and TALLC alleged herein was wrongflul, malicious and intentional, and completed with the intention of causing harm to P&W and harming the business relationships that P&W enjoyed with existing clients, and with existing employees and independent contractors.

96. P&W had a reasonable expectation that its business relationship with its existing clients would have continued absent Tillman and TALLC's interference, and that P&W would have received business profits from the continuation of those relationships.

97. P&W had a reasonable expectation that its business relationship with its employees and independent contractors would have continued absent Tiliman and TALLC's interference, and P&W would have received business profits from the continuation of those relationships.

98. As a result of the acts and conduct of Tillman and TALLC, P&W has suffered damage, for all of which Tillman and TALLC are liable.

99. The acts and conduct of Tiliman and TALLC were committed intentionally and with malice toward P&W, and P&W is entitled to an award of punitive damages, by way of example, in an amount to be determined by the jury.

ELEVENTH CAUSE OF ACTION (VIOLATION OF TRADE SECRETS ACT AGAINST TILLMAN AND TALLC)

100. The allegations of paragraphs 1 through 51 are incorporated herein by reference.

101. Through their acts and conduct alleged herein, Tiliman and TALLC obtained and used trade secrets of P&W without P&W's consent and knowing that the trade secrets were obtained by improper means and in violation of duties owed by Tillman and Shawna to P&W.

102. The trade secrets obtained by Tillman and TALLC are valuable to P&ZW and to its competitors, and took substantial time and financial resources of P&W to develop. This information could not be duplicated by others without similar expenditure or time and resources.

103. P&W has suffered damage as a result of the wrongful conduct of Tilimari and TALLC, and is entitled to recover both the actual loss caused by Tiliman arid TALLC's misappropriation of P&W's trade secrets and to disgorgement of amounts obtained by Tiliman and TALLC to prevent their unjust enrichment.

104. The acts and conduct of Tillman and TALLC were willful and malicious, and P&W is entitled to recover exemplary damages in an amount not exceeding twice any award made by the jury or this Court herein.

TWELFTH CAUSE OF ACTION (UNJUST ENRICHMENT AGAINST TILLMAN AND TALLC)

105. The allegations of paragraphs 1 through 51 are incorporated herein by reference.

106. Tiliman' s breach of fiduciary duty and breach ofhis duty of loyalty were willful acts, and were committed with the knowledge and acquiescence of TALLC.

107. P&W has been significantly damaged as a direct and proximate cause of Tiliman's breaches of his fiduciary duty and his duty of loyalty owed to P&W.

108. Tillman and TALLC should not be permitted to profit from or retain the benefit of their wrongful acts and misconduct, or be unjustly enriched as a result of their acts alleged herein.

109. P&W is entitled to recover all profit received by Tiliman and TALLC from the oil and gas consulting business, as well as all fUnds received by Tillman through TALLC, from inception of Tiliman's plan to divert P&W's customers to his own.

THIRTEENTH CAUSE OF ACTION (CIVIL CONSPIRACY AGAINST ALL DEFENDANTS)

110. The allegations of paragraphs 1 through 51 are incorporated herein by reference.

111. Tillman and TALLC acted together to wrongfully take P&W's confidential information and trade secrets, to wrongfully divert existing P&W clients to TALLC, to wrongfully interfere in P&W's contracts with existing employees and independent contractors, and to compete unfairly against P&W.

112. Shawna acted together with Tiliman and TALLC in furtherance of their wrongful and unlawful acts by removing confidential information and trade secrets from P&W's offices and providing that information to Tillman and TALLC.

113. As a result of the acts and conduct of Tillman, TALLC and Shawna, P&W has suffered damage, for all of which Tillman, TALLC and Shawna are liable.

114. The acts and conduct of Defendants were committed intentionally and with malice toward P&W, and P&W is entitled to an award of punitive damages, by way of example, in an amount to be determined by the jury.

FOURTEENTH CAUSE OF ACTION (TEMPORARY RESTRAINING ORDER, TEMPORARY AND PERMANENT INJUNCTION AGAINST TILLMAN, TALLC AND SHAWNA)

115. The allegations of paragraphs 1 through 51 are incorporated herein by reference.

116. The oil and gas consulting business is based on personal contacts with client contacts and the knowledge of the special needs and requirements of each client.

117. The Client Database, Consultant Database, and the particular rate schedule and pricing issues relating to each client, employee and independent contractor constitute a significant portion of the goodwill of P&W, and the loss of that confidential information and trade secrets has caused irreparable damage to P&W.

118. P&W has suffered and, without intervention of this Court, will continue to suffer immediate and irreparable injury, loss and damage by reason of the acts and conduct of Tillman, TALLC and Shawna in:

a. Improperly using P&W's client contact database, its employee and independent Consultant Database, and its rate structure and pricing information;

b. Improperly conducting business with P&W clients that were wrongfully diverted from P&W at a time when Tillman was employed as P&W's Operations Manager;

c. Improperly contacting existing P&W clients and utilizing P&W's confidential information and trade secrets to unfairly compete with P&W and gain a decided advantage over P&W;

d. Improperly continuing to employ or utilize P&W employees and contractors based on wrongfully using P&W's trade secrets and confidential information and wrongfully interfering with P&W's existing relationship at a time when Tillman was employed as P&W's Operations Manager; and,

e. Retaining P&W's trade secrets and confidential information, and any other information removed by Tillman or by Shawna from P&W's offices.

119. Tillman, TALLC and Shawna should be immediately ordered to return all documents, information and electronic data that was created while Tillman or Shawna were employed by, or that were removed or obtained, directly or indirectly, from P&W, including all original documents or data, all copies of documents or data, all excerpts or copies of documents or data, and all summaries of documents or data.

120. Tiliman, TALLC and Shawna should be immediately enjoined and restrained from:

a. Using P&W's client contact database, its employee and independent Consultant Database, its rate structure and pricing information, or any other documents or electronic data created while Tillman or Shawna were employed by P&W, or that was removed or obtained, directly or indirectly, from P&W, including all original documents or data, all copies of documents or data, all excerpts or copies of documents or data, and all summaries of documents or data;

b. Conducting any business with Laredo, Wildhorse, or Devon, and others to be determined;

c. Soliciting business from any company that was a P&W client during the time that Tillman was employed as P&W's Operations Manager;

d. Soliciting any P&W employee or independent contractor to leave P&W and come to work for TALLC;

e. Continuing to employ any former employee or independent contractor of P&W that were solicited while Tillman was still employed by P&W;

f. Using P&W's Client Database and Consultant Database, or any other confidential information and trade secrets of P&W, or any documents or information removed from P&W by Tillman and Shaxa;

g. Retaining P&W's trade secrets and confidential information, and any other information removed by Tiliman or by Shawna from P&W's offices.

121. This matter should be set for an immediate hearing to determine whether to grant a temporary injunction prohibiting Tillman and TALLC from engaging in the conduct complained of herein until this matter can be heard.

122. Upon final hearing, a permanent injunction should be granted as sought in paragraph 119, and for such other injunctive relief to which P&W may show itself entitled.

WHEREFORE, the plaintiff, Plaster & Wald Consulting Corp., respectfully requests that a Temporary Restraining Order and/or Temporary Injunction be issued pending hearing of this matter restraining and enjoining the defendants as requested in paragraph 119, and that Plaster & Wald Consulting Corp. have and recover damages in an amount necessary to compensate Plaster & Wald Consulting Corp. for the conduct of defendants herein, which amount is in excess of $10,000.00, punitive damages by way of example in an amount to be determined by the jury, attorney fees and costs incurred herein, and for such other and further relief to which Plaster & Wald Consulting Corp. may show itself entitled.

Bobby Tillman answered and counterclaimed alleging:

1. Upon information and belief, Tillman admits that Plaster & Wald Consulting Corp. ("P&W”) does business in Mustang, Oklahoma. Tillman does not have sufficient information to either confirm or deny the remaining allegations contained within paragraph 1, and therefore denies same.

2. Tillman admits the allegations contained in paragraph 2.

3. With respect to the allegations contained within paragraph 3 of Plaintiffs Petition, Tillman admits that TALLC is a limited liability company doing business in the State of Oklahoma. Tillman denies that its principal place of business is in Yukon, Oklahoma.

4. Upon information and belief, Tillman admits the allegations contained in paragraph 4.

5. Upon information and belief, Tillman admits paragraph 5.

6. Tiliman admits that the oil and gas consulting services industry is generally a competitive industry and that consulting service companies must seek clients and hire employees or contractors. Tillman denies that in order to develop such resources, companies must spend substantial time and financial resources. Tillman denies any remaining allegations contained in paragraph 6.

7. Tillman denies the allegations contained in paragraph 7.

8. Tillman denies the allegations contained in paragraph 8.

9. Tillman denies the allegations contained in paragraph 9.

10. Tillman denies the allegations contained in paragraph 10.

11. Tillman admits that Plaintiff employed Tiliman as its Operations Manager in 2007 and that Tillman had access to and knowledge of certain of Plaintiff's clients and consultants as part of his daily responsibilities. Tiliman denies that he had access to any "client database” or "consultant database” or that Plaintiff had any such "databases.” Tillman denies the remaining allegations contained in paragraph 11.

12. Tillman admits he was a management employee with Plaintiff who was generally trusted by Plaintiff Tiliman denies that Plaintiff entrusted him with any trade secrets, including but not limited to any "client database” or "consultant database.” Tillman denies all remaining allegations contained in paragraph 12.

13. Tillman admits that he had access to the specific needs and preferences of some clients of Plaintiff, but denies that Plaintiff "enabled” him to develop relationships and to learn about those clients. Tillman was a career oil-field man long before employment with Plaintiff, and he denies that the needs and preferences of Plaintiff's clients was all knowledge that Tillman learned while employed by Plaintiff. Tillman further denies that Plaintiffs clients' needs and preferences were only known by Plaintiff.

14. Tillman denies the allegations contained within paragraph 14.

15. Tiliman admits that Shawna was employed by Plaintiff in April 2009 and that she is Tiliman's sister-in-law. Upon information and belief, Tiliman further admits that Shawna worked for Plaintiff in its finance section and had access to certain of Plaintiff's documents related to business and finances. Tillman denies that Plaintiff provided Shawna with trade secrets, including but not limited to any "client database” or any "consultant database.” Tillman denies the remaining allegations contained in paragraph 15.

16. Tillman does not have sufficient information to either confirm or deny whether Plaintiff "reposed substantial trust and confidence in Shawna,” and therefore denies same. Tillman denies that Plaintiff provided Shawna with any trade secrets, including but not limited to any "client database” or any "consultant database.” Tillman denies any remaining allegations contained in paragraph 16.

17. Tillman admits the allegations contained in paragraph 17.

18. Tillman denies the allegations contained in paragraph 18.

19. Tillman admits all the allegations contained in paragraph 19.

20. Tillman admits the allegations contained in paragraph 20.

21. Tillman denies the allegations contained in paragraph 21, except that Tillman admits that he did discuss his future plans with an old friend who was also an engineer with Laredo prior to Tillman's termination of employment with Plaintiff.

22. Tillman admits that he spoke generally to a small number of Plaintiffs employees, most of whom were long-time friends and family members of Tillman, about his plans to form a new company. Tiliman denies that he told anyone of alleged plans "to take the business of some existing P&W clients with him.” Tillman further denies that he ever solicited any of Plaintiffs employees to leave Plaintiffs employment and begin working for TALLC while Tiliman was employed by Plaintiff. Tiliman denies any remaining allegations contained in paragraph 22.

23. Tillman denies the allegations contained in paragraph 23. 24. Tillman admits that he spoke generally with Gary Tiliman (his brother) and Shawna (his brother's wife) about his plans to form a new company. Tiliman denies any remaining allegations contained in paragraph 24.

25. Tiliman denies the allegations contained in paragraph 25.

26. Tillman denies the allegations contained in paragraph 26.

27. Tillman admits that he did discuss his future plans with an old friend Scott Truby, who was also an engineer with Laredo, prior to Tillman's termination of employment with Plaintiff. Tiliman denies all remaining allegations contained in paragraph 27.

28. Tillman does not have sufficient information to either confirm or deny the exact contents of his alleged conversation with an unnamed employee on April 29, 2011 and therefore denies same. Tillman denies that he had obtained a verbal commitment from Laredo regarding using Tillman for oil and gas consulting services by April 29, 2011. Tillman denies any remaining allegations contained in paragraph 28.

29. Tillman admits the allegations contained in paragraph 29, except that Tillman denies that he requested DIC to provide TALLC's Certificate of Liability Insurance as part of an alleged "plan” to take Laredo with him after leaving Plaintiff's employment.

30. Tillman does not have sufficient information to either confirm or deny the exact contents of an alleged conversation with Scott Truby on May 3, 2011, and therefore denies same.

31. Tillman admits the allegations contained in paragraph 31, except that Tillman denies that Tillman requested DIC to provide TALLC's Certificate of Liability Insurance as part of an alleged "plan” to take Wildhorse with him after leaving Plaintiffs employment.

32. Tillman admits the allegations contained in paragraph 32.

33. TilIman admits the allegations contained in paragraph 33.

34. TALLC admits that Tillman was receiving regular payment of salary and reimbursement of expenses from Plaintiff while employed by Plaintiff. TALLC denies that Tillman was actively engaged in competition with Plaintiff while employed by Plaintiff or that Tiliman did anything other than plan the future operations of TALLC while employed by Plaintiff. TALLC further denies that Tiliman used Plaintiff's property and/or resources to compete with Plaintiff.

35. Tiliman denies the allegations contained in paragraph 35.

36. Tillman admits that TALLC was aware that Tiliman was employed by Plaintiff. Tiliman denies that TALLC breached any duties or obligations to Plaintiff. Tiliman denies any remaining allegations contained in paragraph 36.

37. Tillman denies the allegations contained in paragraph 37.

38. Tillman does not have sufficient information to either confirm or deny the allegations contained in paragraph 38, and therefore denies same.

39. Tillman admits the allegations contained in paragraph 39.

40. Tiliman denies the allegations contained in paragraph 40.

41. Tillman admits that Shawna' s employment with Plaintiff ended in or around April 2011. Upon information and belief, Tillman admits that Shawna downloaded certain solely personal documents like personal photographs from Plaintiff's computer system onto a thumb drive. Tillman denies that Shawna took any confidential information from Plaintiffs offices and further denies that Shawna provided any information removed from Plaintiffs office to him. Tillman denies any remaining allegations in paragraph 41.

42. Tillman denies the allegations contained in paragraph 42.

43. Tillman denies the allegations contained in paragraph 43.

44. Tillman admits that he began working on behalf of TALLC on a fhll-time basis after his termination from Plaintiffs employment. Tillman denies any remaining allegations in paragraph 44.

45. Tillman denies the allegations contained in paragraph 45.

46. Tillman admits that all individuals listed in paragraph 46 currently work with TALLC and formerly worked with Plaintiff. Tillman denies all remaining allegations contained in paragraph 46 and specifically denies that Tillman contacted these individuals and solicited them to leave Plaintiffs employment.

47. Tillman admits the allegations contained in paragraph 47, except that Tiliman denies that TALLC ' s contact with PDC improperly or wrongfully diverted Plaintiffs business to TALLC.

48. Tillman admits that he planned to begin TALLC while he was employed by Plaintiff. Tillman denies that he worked on his plans for TALLC during times that he should have been performing services on behalf of Plaintiff. Tiliman denies that he received compensation from Plaintiff at any time that he was directing business to TALLC. Tillman denies all remaining allegations contained in paragraph 48.

49. Tillman denies the allegations contained in paragraph 49.

50. Tillman denies the allegations contained in paragraph 50.

51. Tillman denies the allegations contained in paragraph 51.

52. Tiliman incorporates the responses contained in paragraph 1-52.

53. The allegations contained in paragraph 53 are legal conclusions to which no response is required. To the extent Tillman is required to provide a response, Tiliman denies the allegations and demands strict proof thereof.

54. Tillman denies the allegations contained in paragraph 54.

55. Tillman denies the allegations contained in paragraph 55.

56. Tillman denies the allegations contained in paragraph 56.

57. Tillman incorporates the responses contained in paragraph 1-56.

58. The allegations contained in paragraph 58 are legal conclusions to which no response is required. To the extent Tiliman is required to provide a response, Tiliman denies the allegations and demands strict proof thereof.

59. The allegations contained in paragraph 59 are legal conclusions to which no response is required. To the extent Tillman is required to provide a response, Tillman denies the allegations and demands strict proof thereof

60. Tillman denies the allegations contained in paragraph 60.

61. Tillman denies the allegations contained in paragraph 61.

62. Tillman denies the allegations contained in paragraph 62.

63. Tillman incorporates the responses contained in paragraph 1-62.

64. The allegations contained in paragraph 64 are legal conclusions to which no response is required. To the extent Tillman is required to provide a response, Tillman denies the allegations and demands strict proof thereof.

65. Tillman denies the allegations contained in paragraph 65.

66. Tillman denies the allegations contained in paragraph 66

67. Tiliman denies the allegations contained in paragraph 67.

68. Tillman incorporates the responses contained in paragraph 1-67.

69. The allegations contained in paragraph 69 are legal conclusions to which no response is required. To the extent Tillman is required to provide a response, Tillman denies the allegations and demands strict proof thereof.

70. The allegations contained in paragraph 70 are legal conclusions to which no response is required. To the extent Tillman is required to provide a response, Tillman denies the allegations and demands strict proof thereof.

71. Tillman denies the allegations contained in paragraph 71.

72. Tillman denies the allegations contained in paragraph 72.

73. Tillman denies the allegations contained in paragraph 73.

74. Tillman incorporates the responses contained in paragraph 1-73.

75. Tillman denies the allegations contained in paragraph 75.

76. Tillman denies the allegations contained in paragraph 76.

77. Tillman incorporates the responses contained in paragraph 1-77.

78. The allegations contained in paragraph 78 are legal conclusions to which no response is required. To the extent Tillman is required to provide a response, Tiliman denies the allegations and demands strict proof thereof.

79. Tillman denies the allegations contained in paragraph 79.

80. Tillman denies the allegations contained in paragraph 80.

81. Tiliman incorporates the responses contained in paragraph 1-80.

82. Tiliman denies the allegations contained in paragraph 82.

83. Tillman denies the allegations contained in paragraph 83.

84. Tillman denies the allegations contained in paragraph 84.

85. Tillman denies the allegations contained in paragraph 85.

86. Tillman incorporates the responses contained in paragraph 1-85.

87. Tillman denies the allegations contained in paragraph 87.

88. Tillman denies the allegations contained in paragraph 88.

89. Tillman incorporates the responses contained in paragraph 1-88.

90. Tiliman denies the allegations contained in paragraph 90.

91. The allegations contained in paragraph 91 are legal conclusions to which no response is required. To the extent Tiliman is required to provide a response, Tiliman denies the allegations and demands strict proof thereof.

92. Tillman denies the allegations contained in paragraph 92.

93. Tillman denies the allegations contained in paragraph 93.

94. Tillman incorporates the responses contained in paragraph 1-93.

95. Tillman denies the allegations contained in paragraph 95.

96. Tillman denies the allegations contained in paragraph 96.

97. Tiliman denies the allegations contained in paragraph 97.

98. Tillman denies the allegations contained in paragraph 98.

99. Tillman denies the allegations contained in paragraph 99.

100. Tillman incorporates the responses contained in paragraph 1-99.

101. Tillman denies the allegations contained in paragraph 101.

102. Tillman denies the allegations contained in paragraph 102.

103. Tillman denies the allegations contained in paragraph 103.

104. Tillman denies the allegations contained in paragraph 104.

105. Tillman incorporates the responses contained in paragraph 1-104.

106. Tiliman denies the allegations contained in paragraph 106.

107. Tillman denies the allegations contained in paragraph 107.

108. Tillman denies the allegations contained in paragraph 108.

109. Tillman denies the allegations contained in paragraph 109.

110. Tillman incorporates the responses contained in paragraph 1-109.

111. Tiliman denies the allegations contained in paragraph 111.

112. Tillman denies the allegations contained in paragraph 112.

113. Tillman denies the allegations contained in paragraph 113.

114. Tillman denies the allegations contained in paragraph 114.

115. Tillman incorporates the responses contained in paragraph 1-114.

116. Tillman generally admits that it is important for oil and gas consulting companies to make personal contact with clients and know the needs and requirements of each client. Tiliman denies that any such knowledge of alleged "unique” needs is known only to Plaintiff and not widely-known in the consulting industry.

117. Tillman denies the allegations contained in paragraph 117.

118. Tiliman denies the allegations contained in paragraph 118.

119. The allegations contained in paragraph 119 are legal conclusions regarding alleged remedies to which no response is required. To the extent Tillman is required to provide a response, Tillman denies the allegations and demands strict proof thereof.

120. Tillman denies the allegations contained in paragraph 120.

121. Tillman admits that this matter should be set for hearing. Tillman denies that Plaintiff is entitled to any relief, including a temporary injunction, against any of the Defendants in this lawsuit. Tilhuan denies any remaining allegations contained in paragraph 121.

122. Tillman denies the allegations contained in paragraph 122

123. Tillman denies that Plaintiff is entitled to any of the relief requested in Plaintiffs unnumbered prayer for relief following Plaintiffs paragraph 122.

ADDITIONAL DEFENSES

1. Plaintiffs damages, if any, were caused by the actions of third parties over whom Tiliman exercised no control.

2. Tiliman acted at all times in good faith.

3. Plaintiffs Petition failed to state a claim upon which relief maybe granted against Tillman.

4. Tillman did not breach any duties or obligations owed to Plaintiff.

5. Plaintiff has not suffered any damages as a result of the allegations set forth in Plaintiffs

6.

7.

8.

9.

10.

and improper

11.

12.

duties to Plaintiff

13. Plaintiff failed to mitigate its damages, if any.

14. There was an intervening cause and/or causes leading to Plaintiffs damages, if any, and as such any action on the part of Defendant herein was not the proximate and/or competent producing cause of Plaintiffs alleged damages, if any.


15. Any award of punitive damages would violate the constitutions and laws of the United States and the State of Oklahoma.

16. Defense counsel was recently retained, is attempting to obtain additional information, and reserves the right to file an Amended Answer pursuant to 12 OKLA.STAT. §2015. Petition.

Plaintiff is estopped from asserting the claims asserted in its Petition.

Plaintiff has waived its right to assert the claims asserted in its Petition.

Plaintiff is barred from equitable relief because Plaintiff has unclean hands.

Plaintiff is not entitled to recover any attorney fees from Tillman.

Plaintiffs requested remedies are against public policy and represent an undue restraint of trade.

Tillman's actions did not cause any damage to Plaintiff Tiliman was an at-will employee of Plaintiff and did not owe any contractual

TILLMAN'S COUNTERCLAIM CLAiM I: UNPAID WAGES ACTION AGAINST PLASTER & WALD CONSULTING CORP.

1. Bobby Tillman ("Tiliman”) is an individual residing in Mustang, Canadian County, Oklahoma.

2. Plaintiff, Plaster & Wald Consulting Corp. ("P&W”) is an Oklahoma corporation with its principal place of business in Mustang, Canadian County, Oklahoma.

3. Les Wald is one of the two owners of P&W.

4. Les Wald is an individual residing in Mustang, Canadian County, Oklahoma.

5. Venue is proper in this Court as to each individual and entity as set forth in the preceding paragraphs 1-4.

6. P&W employed Tillman as its Operations Manager from 2007 through May 17, 2011.

7. Tillman received a set amount of compensation for his services throughout the year. Additionally, P&W's owner Les Wald ("Wald”) would meet with Tillman annually to disclose the amount of bonus compensation that Tiliman would receive for his previous year's services.

8. In early 2011, Wald informed Tillman that he was entitled to a bonus payment of $199,000 for the services Tillman rendered in 2010.

9. On May 17, 2011, Wald informed Tillman that he was terminating Tiliman's employment with P&W due to Tiliman forming TALLC while working for P&W. After discussing Wald's decision to terminate Tiliman's employment, Wald then informed Tillman that he was entitled to a bonus payment of $46,000 for the services Tillman rendered from January 1,2011 through May 17, 2011.

10. During that meeting, Wald told Tillman that Tillman was entitled to receive $245,000 ($199,000 for 2010 and $46,000 for 2011) for his services rendered as a P&W Operations Manager, and instructed Tiliman to write this total amount down and keep it.

11. Mr. Wald then told Tillman that if Tiliman wanted the title to P&W's truck that he had been driving, Tiliman could buy the truck outright for $10,000 off the total bonus payment. Tillman agreed to take the truck as part of his bonus, so the total bonus owed to Tiliman was $235,000 after that transaction.

12. As of the date of this filing, P&W has not paid Tillman the $235,000 that it admits are wages due and owing to Tillman.

13. Wald discussed the amount of earned compensation Tiliman was entitled to for services rendered in 2010 and 2011 after Wald had knowledge of Tillman's actions in forming TALLC. Because Wald clearly stated to Tillman that he was entitled to receive $235,000 in earned wages, P&W cannot claim that a bona fide disagreement exists as to any amount of the $235,000 due and owing.

14. P&W has willfully withheld Tillman's earned wages from May 17, 2011 through the present.

15. Under 40 Okla. Stat. § 165.3(B), Tillman is entitled to an additional $235,000 from P&W, because P&W willfully withheld Tillman's earned wages.

16. Tiliman is entitled to his costs and attorneys fees in prosecuting this claim against P&W for his unpaid wages under 40 OkIa. Stat. § 165.9.

WHEREFORE, having fully answered, Defendant, Bobby Tillman prays that judgment be rendered in its favor against Plaintiff Plaster & Wald, and that Tillman be awarded all such additional relief to satisfy his asserted counterclaims which he may be entitled by law.

JOURNAL ENTRY OF DEFAULT IUDGMENT NOW ON THIS 15th day of July, 2012, this matter comes on before me, the undersigned Judge of the District Court within and for Canadian County, State of Oklahoma. The Plaintiff, Plaster & Wald Consulting Corp., appears by and through its attorney, Michael D. Segler, Wheatley, Segler, Osby & Miller, LLC, and the Defendant, Tiliman and Associates Consulting, LLC, appears not. Thereupon, the Court proceeds to examine the file in said cause, and being fully advised in the premises, finds:

1. Counsel for Defendant, Tillman and Associates Consulting, LLC, filed a Motion for Leave to Withdraw as Counsel of Record on June 15, 2012;

2. The Court entered its Order Granting Motion for Leave to Withdraw as Counsel of Record on June 15, 2012.

3. Defendant Tillman and Associates Consulting, LLC, was ordered to enter an

appearance or obtain an attorneyto enter an appearance for said Defendant within thirty (30) days from the date of the Order, which deadline was July 15, 2012. The Court further warned said Defendant that failure to enter an appearance to defend the case may result in entry of default judgment against it. 4. Defendant Tillman and Associates Consulting, LLC has failed to file an entry of appearance and is wholly in default. IT IS THEREFORE ORDERED, ADJUDGED AND DECREED by the Court that the said Defendant, Tillman and Associates Consulting, LLC, is herebyadjudged to be in default and the allegations of Plaintiffs Verified Petition filed herein are taken as true and confessed against Defendant. IT IS FURTHER ORDERED, ADJUDGED AND DECREED by the Court that the Plaintiff, Plaster & Wald Consulting Corp., be and is hereby awarded a judgment against the Defendant, Tillman and Associates Consulting, LLC, for the following causes of action: A. Seventh Cause of Action - Tortious Interference with Contract;

B. Eighth Cause of Action - Constructive Trust;

C. Ninth Cause of Action - Unfair Competition;

D. Tenth Cause of Action - Tortious Interference with Prospective Economic Advantage;

E. Eleventh Cause of Action -Violation of Trade Secrets Act;

F. Twelfth Cause of Action - Unjust Enrichment;

G. Thirteenth Cause of Action - Civil Conspiracy; and

H. Fourteenth Cause of Action - Temporary Restraining Order, Temporary and Permanent Injunction.

Plaintiff’s monetary damages and punitive damages will be determined by the Court at an evidentiary hearing set for that purpose.

THE COURT FURTHER ORDERS, ADJUDGES AND DECREES that a constructive trust is hereby imposed on all the money and benefits received byTillman and Associates Consulting, LLC from its oil and gas consulting services in favor of Plaster & Wald Consulting Corp. IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Tillman and Associates Consulting, LLC shall immediately return all documents, information and electronic data that was created while BobbyTillman or Shawna Tillman were employed by, orthatwere removed or obtained, directly or indirectly, from Plaster & Wald Consulting Corp., including all original documents or data, all copies ofdocuments or data, all excerpts orcopies of documents or data, and all summaries of documents or data. THE COURT FURTHER ORDERS, ADJUDGES AND DECREES thatTillman andAssociates Consulting, LLC is permanently enjoined from: a. Using Plaster & Wald Consulting Corp.’s (UP&WFJ client contact database, its employee and independent Consultant Database, its rate structure and pricing information, or any other documents or electronic data created while Bobby Tillman or Shawna Tillman were employed by P&W, or that was removed or obtained, directly or indirectly, from P&W, including all original documents or data, all copies of documents or data, all excerpts or copies of documents or data, and all summaries of documents or data;

b. Conducting any business with Laredo Petroleum, Inc., Wildhorse Resources, LLC or Devon Energy Company, and others to be determined by the Court at the evidentiary hearing conducted for that purpose;

c. Soliciting business from any company that was a P&W client during the time that Bobby Tillman was employed as P&W’s Operations Manager;

d. Soliciting any P&W employee or independent contractor to leave P&W and come to work for Tillman and Associates Consulting, LLC;

e. Continuing to employ any former employee or independent contractor of P&W that were solicited while Bobby Tillman was still employed by P&W;

f. Using P&W’s Client Database and Consultant Database, or any other confidential information and trade secrets of P&W, or any documents or information removed from P&W by Bobby Tillman and Shawna Tillman;

g. Retaining P&W’s trade secrets and confidential information, and any other

information removed by Bobby Tillman offices. Shawna Tiliman from P&W’s