Case 4:10-cv-40053-FDS Document 1 Filed 03/16/2010 Page 1 of 21

UNITED STATES DISTRICT COURT

DISTRICT OF MASSACHUSETTS

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EMC CORPORATION, :

Plaintiff, : Civil Action

No.
v. :

EMANUEL ARTURI, : JURY TRIAL DEMANDED

FRANCIS CASAGRANDE, and
KNOWLEDGENT GROUP, INC., :

Defendants. :
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COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF

Plaintiff EMC Corporation ("EMC"), by its undersigned counsel, brings this

action for injunctive relief and damages, and for its Complaint alleges, upon knowledge with

respect to itself and its own acts, and upon information and belief with respect to all other

matters, as follows:

NATURE OF THE ACTION

1. This is an action based on the wrongful conduct of defendants Emanuel

Arturi and Francis Casagrande, who in 2007 reaped in excess of $50 million each by selling their

consulting business to EMC. Arturi and Casagrande have ongoing common law obligations not

to engage in unfair competition and contractual obligations, inter alia, not to exploit confidential

EMC business information for their own benefit. This action seeks to require Arturi and

Casagrande to honor their contractual obligations and to prevent them and their new company,

Knowledgent Group, Inc. ("Knowledgent"), from continuing their ongoing unlawful

competition, use of EMC's confidential information, and their other unlawful interference with

EMC's business.
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2. Arturi and Casagrande, and two other individuals, Peter Gibson and

Shailendra Jain, founded BusinessEdge Solutions, Inc. ("BusinessEdge") in 1999.

3. EMC purchased BusinessEdge on August 30, 2007 for in excess of $200

million. BusinessEdge became part of EMC's Global Services Division, and continued to

operate as a distinct organization within EMC (hereinafter referred to as "EMC's BusinessEdge

organization").

4. Upon its acquisition in 2007, BusinessEdge's founders and employees,

including Arturi and Casagrande, became employees of EMC. Arturi and Casagrande

subsequently terminated their respective employment with EMC on December 31, 2007.

5. As a consulting company, BusinessEdge's unique value is its human

resource talent and its employees' respective knowledge of proprietary business processes, know-

how, customer needs and customer relationships. By purchasing BusinessEdge, EMC paid a

considerable sum for this confidential and proprietary business information and the resulting

business goodwill, which are the heart of a consulting business.

6. As a critical condition of EMC's acquisition of BusinessEdge, it entered

into identical agreements with Arturi and Casagrande that were crucial to the protection of this

valuable confidential and proprietary business information.

7. These agreements include provisions that state, inter alia,

"[Arturi/Casagrande] agrees to not, directly or indirectly, disclose, . . . use or otherwise

exploit for his own benefit or for the benefit of anyone other than EMC any such Confidential

Information to others." (See Non-Competition, Non-Solicitation and Confidentiality Agreements

¶ 6, July 18, 2007, Exhibits 1 and 2 hereto (respectively, the "Arturi Agreement" and

"Casagrande Agreement" and, collectively, the "Agreements") (emphasis added).)

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8. The limitations on Arturi's and Casagrande's use of EMC's confidential

and proprietary business information were expressly agreed-upon and amply paid-for: indeed,

they were a critical component of EMC's agreement to acquire BusinessEdge.

9. Arturi and Casagrande have now formed Knowledgent Group, Inc.

("Knowledgent"), a consulting business that will offer consulting services substantially identical

to those offered by EMC's BusinessEdge organization.

10. As the founders of BusinessEdge and employees of EMC's BusinessEdge

organization, Arturi and Casagrande had access to the EMC BusinessEdge organization's

confidential and proprietary business information. EMC will be harmed irreparably if Arturi,

Casagrande and Knowledgent are permitted to use this information for their own benefit in

violation of the Arturi Agreement and Casagrande Agreement.

11. In this action, EMC seeks, among other things, injunctive relief to prohibit

defendants from using or exploiting EMC's confidential and proprietary business information for

their own benefit, as they expressly agreed not to do. EMC also seeks injunctive relief to

prohibit defendants from continuing their unfair competition and unlawful interference with

EMC's business relationships by, among other things, using EMC confidential information to

induce EMC employees to terminate their EMC employment. EMC also seeks to recover

damages already recovered as a result of defendants’ unlawful conduct.

PARTIES

12. Plaintiff EMC is a Massachusetts corporation with its principal place of

business in Hopkinton, Massachusetts, and a usual place of business in Southborough,

Massachusetts.

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13. On information and belief, Arturi is a citizen of the state of New York.

Arturi is bound by the Arturi Agreement, which is expressly governed by Massachusetts law.

(Arturi Agreement ¶ 11, Exhibit 1 hereto.)

14. On information and belief, Casagrande is a citizen of the state of Florida.

Casagrande is bound by the Casagrande Agreement, which is expressly governed by

Massachusetts law. (Casagrande Agreement ¶ 11, Exhibit 2 hereto.)

15. Knowledgent Group, Inc. is a Delaware corporation incorporated in or

around October 2009 and has offices at 1230 Avenue of The Americas, New York, New York.

JURISDICTION AND VENUE

16. This Court has jurisdiction over Arturi, Casagrande, and Knowledgent

pursuant to 28 U.S.C. § 1332. The amount in controversy exceeds $75,000, exclusive of costs

and interest.

17. Arturi is subject to personal jurisdiction within the Commonwealth of

Massachusetts because, among other reasons, he has sufficient contacts with Massachusetts and

has transacted business within Massachusetts, he has derived substantial benefit and revenue

from his contacts with Massachusetts, and because some of Arturi's unlawful actions occurred in

Massachusetts.

18. Casagrande is subject to personal jurisdiction within the Commonwealth

of Massachusetts because, among other reasons, he has sufficient contacts with Massachusetts

and has transacted business within Massachusetts, he has derived substantial benefit and revenue

from his contacts with Massachusetts, and because some of Casagrande's unlawful actions

occurred in Massachusetts.

19. On information and belief, Knowledgent conducts business in

Massachusetts.
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20. Venue is proper in the District of Massachusetts pursuant to 28 U.S.C. §

1391.

FACTUAL BACKGROUND

EMC Is In A Highly Competitive Industry

21. EMC is one of the leading technology companies in the United States.

EMC designs, manufactures, markets and supports a wide range of information storage systems,

software, networks, and services. EMC competes with many established companies in the

markets it serves, and its products and services have achieved enormous market acceptance

because, in part, EMC's products and services are technologically superior to competitors'

products and services. Accordingly, EMC must -- and does -- zealously guard its confidential

and proprietary business information.

22. EMC's BusinessEdge organization, specifically, provides business and

technology consulting services to clients primarily in four business verticals: (i) Financial

Services (such as clients involved in asset management, wealth management, capital markets,

banking, and insurance markets), (ii) Life Sciences (such as clients involved in pharmaceutical

and biotechnology markets), (iii) Communications, Media and Entertainment, and (iv) National

Markets (such as health care, retail, and local government).

EMC Acquired BusinessEdge's Critical Intangible Assets

23. As a consulting company, the EMC BusinessEdge organization's unique

value is its human resource talent in a very specialized area of business consulting; knowledge of

customer needs and customer relationships developed by its key talent; and its employees'

respective knowledge of proprietary business processes, all of which were developed and honed

by BusinessEdge and acquired at great expense by EMC. As illustrated by the acquisition

agreement, these are precisely the value for which EMC paid in excess of $200 million. In the

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section intended to protect the value of BusinessEdge pending the completion of the acquisition,

BusinessEdge was required to preserve just that type of value:

The Company [BusinessEdge Solutions, Inc.] shall, and shall cause the Subsidiaries to,
use reasonable commercial efforts to preserve intact the business organization, and
preserve the goodwill, of the Company and the Subsidiaries, to keep available the
services of the current key officers, employees and consultants of the Company and
Subsidiaries that have significant responsibilities and duties and to preserve the present
relationships of the Company and the Subsidiaries with customers, suppliers, channel
partners and other Persons with which the Company and the Subsidiaries have significant
business relations.

(Agreement And Plan Of Merger By And Among EMC Corporation, Edge Merger Corporation,

BusinessEdge Solutions, Inc. And The Representative Of the Holders Of All Of The Capital

Stock Of BusinessEdge Solutions, Inc., ¶ 5.1, July 26, 2007, Exhibit 3 hereto (excerpts)

(emphasis added).)

Arturi and Casagrande Agreed To Contractual Obligations

With EMC As Part Of EMC's Acquisition Of BusinessEdge

24. Arturi and Casagrande founded BusinessEdge along with two other

individuals in 1999. Upon EMC's acquisition of BusinessEdge in August 2007, they became

special consultants to EMC's Global Services organization, responsible for ensuring a smooth

transition of BusinessEdge into EMC. Arturi and Casagrande remained in that role until their

resignation effective December 31, 2007. As the founders of BusinessEdge, Arturi and

Casagrande not only had access to, but were also primarily responsible for creating confidential

and proprietary information. The confidential and proprietary information includes, among other

things, information regarding the identity and skill sets of the BusinessEdge organization's key

employees, all of whom were hired under Arturi and Casagrande's ownership and management;

proprietary business processes; consulting methodologies and strategies that were unique in the

business and technology consulting industry; and the resulting customer relationships and

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business goodwill that arose from the proprietary information created by BusinessEdge under

Arturi and Casagrande's ownership.

25. As a condition of, and in consideration for, EMC’s acquisition of

BusinessEdge, Arturi and Casagrande each executed an Agreement. The protections afforded to

EMC in the Agreements were a critical condition to EMC agreeing to acquire BusinessEdge for

in excess of $200 million. The Agreements provide in relevant part:

[Arturi/Casagrande] has acquired valuable trade secrets and other confidential and
proprietary information relating to the business and the operation of BusinessEdge
Solutions Inc., a Delaware Corporation ("BusinessEdge");

* * *
Concurrently with the execution of the Merger Agreement, in order to protect the
goodwill related to BusinessEdge and as a condition and an inducement to EMC's
willingness to enter into the Merger Agreement and consummate the transactions
contemplated thereby, [Arturi/Casagrande] has agreed to the noncompetition,
nonsolicitation, confidentiality and other covenants provided in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and to induce EMC to enter

into the Merger Agreement, the receipt and sufficiency of which are hereby
acknowledged, [Arturi/Casagrande] hereby covenants and agrees as follows . . .

(Agreements, ¶¶ A and D, Exhibits 1 and 2 hereto (emphasis added).)

26. The Agreements, inter alia, prohibit Arturi and Casagrande from

disclosing confidential and proprietary business information, and from using or exploiting the

information for the benefit of anyone other than EMC.

Confidentiality. [Arturi/Casagrande] acknowledges that in connection with his

employment with the Business Edge and EMC, he obtained knowledge about
Confidential Information of BusinessEdge and EMC. "Confidential Information" means
any information with respect to the [sic] BusinessEdge and EMC, including any
subsidiary or affiliated entity, including methods of operation, customer lists, products,
pricing, fees, costs, Intellectual Property, marketing methods, plans, personnel, suppliers,
competitors, markets or other specialized information or proprietary products.
[Arturi/Casagrande] agrees to not, directly or indirectly, disclose, reveal, divulge or
communicate to any person or entity other than authorized officers, directors and
employees of EMC or use or otherwise exploit for his own benefit or for the benefit of
anyone other than EMC any such Confidential Information to others.

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(Agreements, ¶ 6, Exhibits 1 and 2 hereto (emphasis added).)

27. In paragraph 8 of the Agreements, Arturi and Casagrande further agreed

that the "remedy at law for any breach of this Agreement is and will be inadequate," and in the

event of a breach, "EMC shall be entitled to seek an injunction restraining [Arturi/Casagrande]

from the conduct which would constitute a breach of this Agreement . . . ." (Agreements,

Exhibits 1 and 2 hereto.)

28. When they became EMC employees, and as a condition of that

employment, Arturi and Casagrande also expressly agreed to be bound by the EMC Business

Conduct Guidelines. In the section titled, "Protect EMC’s Confidential and Proprietary

Information," the Business Conduct Guidelines state: "Misusing or disclosing information that

EMC considers confidential, both during and after your employment with EMC, is prohibited . .

." (Arturi and Casagrande July 18, 2007 Employment Letters and July 25, 2007 Business

Conduct Guidelines Acknowledgements, Exhibits 4 and 5 hereto, respectively.)

29. Although Arturi and Casagrande were also bound by non-compete and

non-solicitation covenants with specific temporal limitations, their common law and contractual

obligations not to misuse EMC's confidential and proprietary information have no temporal

limitations.

After Leaving EMC, Arturi And Casagrande Formed Knowledgent,

Which They Are Starting By Taking Back The Very Assets They Sold To EMC

30. After the expiration of the Agreement's non-competition provisions in

June 2009, Arturi and Casagrande formed Knowledgent to offer the same types of products and

services offered by EMC's BusinessEdge organization. While EMC fully recognizes that Arturi

and Casagrande are now free to start a business that competes against EMC, they must compete

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fairly and cannot build a new business based on their usurping the very value that they sold to

EMC and from which they gained personal fortune.

31. Among other things, Knowledgent currently touts in its promotional

materials its "Market Experience," which it describes as "our collective knowledge" gained from

"working with the world's leading companies." Knowledgent also touts its "rich inventory of

models and methodologies tried, tested and tailored." Inasmuch as Knowledgent is a brand new

company comprised primarily of Arturi and Casagrande, and employing a number of employees

they hired directly from EMC’s BusinessEdge organization, the "rich inventory of models and

methodologies tried, tested and tailored" are part of the critical assets that EMC purchased from

Arturi and Casagrande and which they are now exploiting for their own benefit.

32. As Knowledgent recognizes, this experience and collective knowledge

does not exist independently, it is represented by the key professionals who make up consulting

businesses like Knowledgent and EMC's BusinessEdge organization. As one of its "Key

Differentiators," Knowledgent lists its "People" who are "[a] diverse team of industry and

competency oriented individuals" who "partner with" clients to address those clients' needs.

These "Key Differentiators" were, again, part of the critical value that EMC acquired when it

purchased BusinessEdge from Arturi and Casagrande.

Arturi and Casagrande Are Using EMC Confidential Information

To Induce EMC Employees To Terminate Their EMC Employment

33. Of course, as a newly-formed consulting firm, Knowledgent has little, if

any, "collective knowledge" or, for that matter, any "partnerships" with "the world's leading

companies," because Arturi and Casagrande sold that information -- as well as all of

BusinessEdge's goodwill -- to EMC.

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34. On information and belief, Arturi and Casagrande have used and continue

to use their knowledge of EMC confidential and proprietary information to instantly and unfairly

build Knowledgent as a competing consulting organization based on the very same assets they

sold to EMC. In sum, they have unfairly and illegally taken back, and continue to take back, the

assets -- in the form of proprietary information and business goodwill -- that they sold to EMC in

August 2007.

35. These assets and information are precisely what made the business sold to

EMC so valuable, and their actions in exploiting the confidential information they sold to EMC

are precisely the reason why EMC sought and obtained protection in the Agreements. This

information includes, but is not limited to, confidential information about the identity, skill sets,

experience, and compensation of key employees in the EMC's BusinessEdge organization; as

well as those employees' customer relationships, knowledge of customer needs, and knowledge

of BusinessEdge's unique business consulting processes, methodologies and strategies.

36. Specifically, on information and belief, Arturi and Casagrande have

targeted the following critical talent from EMC's BusinessEdge organization to form the nucleus

of newly-created Knowledgent:

(a) Robert Caggiano was the Director, Business Operations for the EMC

BusinessEdge organization and had been employed at BusinessEdge since hired by Arturi and

Casagrande when BusinessEdge was created in 1999. He was responsible for managing the

Financial Services and Life Sciences verticals from an operational perspective, including back

office operations, resource management, pricing, compensation, and forecasting. The

organizations Caggiano managed represented more than 55% of the BusinessEdge organization's

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revenue. Arturi and Casagrande hired Caggiano to be the Chief Operations Officer (COO) at

Knowledgent. As a result, Caggiano resigned from EMC on November 20, 2009.

(b) David Schuette was a Senior Director in the EMC BusinessEdge

organization and had been employed at BusinessEdge since 2003. He was one of only four

vertical practice heads in the EMC BusinessEdge organization, and was responsible for running

the entire Financial Services vertical consulting practice. Historically, the Financial Services

practice generates more revenue than any of the other three practice verticals, totaling more than

one third of the EMC BusinessEdge organization's total revenue. As its head, Schuette has

intimate knowledge about every aspect of the Financial Services vertical. Arturi and Casagrande

hired Schuette as Managing Director at Knowledgent. As a result, Schuette resigned from EMC

on November 30, 2009.

(c) John D'Urso was a Senior Director in the EMC BusinessEdge organization

and had been employed at BusinessEdge since its founding by Arturi and Casagrande in 1999.

He was one of only four vertical practice heads in the EMC BusinessEdge organization and was

responsible for managing the National Markets vertical practice, which focuses on emerging

business consulting markets such as health care, retail, and local government. The National

Markets practice, which generated approximately fifteen percent of the EMC BusinessEdge

organization's total revenue, consulted for customers across the other practice groups, including

Financial Services. Based upon D'Urso's role as a senior level manager of BusinessEdge since

its formation in 1999, he had intimate knowledge of virtually every aspect of the BusinessEdge

business. Arturi and Casagrande hired D'Urso as a Partner at Knowledgent. As a result, D'Urso

resigned from EMC on December 4, 2009.

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(d) Chris Blotto was a Director in the EMC BusinessEdge organization and

had been employed at BusinessEdge since 2006. Blotto was considered one of the top technical

experts in the BusinessEdge organization and the top technical expert in one of its most rapidly

growing service offerings. He is a Master Data Management Architect ("MDM"), which is a

very rare and specialized skill set in business technology consulting. Blotto worked directly for

John D'Urso and supported not only the National Markets vertical, but the Financial Services

vertical and other verticals within the EMC BusinessEdge organization. He was the critical

resource that BusinessEdge had in connection with consulting with national and international

customers regarding how to most efficiently store and access data, as well as how to effectively

mine that data for customer and business intelligence. Blotto was instrumental in developing

many of BusinessEdge's master data management practices. Arturi and Casagrande hired Blotto

to be the Chief Technology Officer (CTO) at Knowledgent. As a result, Blotto resigned from

EMC on December 4, 2009 (the same day as D'Urso).

(e) Marc Edelstein was a Director, Client Solutions, in the EMC

BusinessEdge organization and had been employed at BusinessEdge since Arturi and

Casagrande created BusinessEdge in 1999. He was responsible for account management, sales

and client relationships in the Financial Services practice, and had responsibility for many of

BusinessEdge's most important Financial Services accounts. Upon information and belief, Arturi

and Casagrande recruited and hired Edelstein to take a similar role at Knowledgent. As a result,

Edelstein resigned from EMC on November 27, 2009.

(f) Norman Brazee was a Director, Client Solutions, in the EMC

BusinessEdge organization, and had been employed at BusinessEdge since 2005. He was

responsible for account management, sales and client relationships in the Financial Services

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practice and, among other clients, was responsible for Citizens Bank/Royal Bank of Scotland and

Bank of America/Merrill Lynch, two of BusinessEdge's most significant accounts. Upon

information and belief, Arturi and Casagrande recruited and hired Brazee to take a similar sales

role at Knowledgent. As a result, Brazee resigned from EMC on January 22, 2010.

(g) John Edmonds was a Director, Client Solutions, in the EMC BusinessEdge

organization and had been employed at BusinessEdge since 2006. He was responsible for

account management, sales and client relationships in the Financial Services practice. Upon

information and belief, Arturi and Casagrande recruited and hired Edmonds to take a similar

sales role at Knowledgent. As a result, Edmonds resigned from EMC on January 29, 2010.

(h) John Connelly was a Principal Practice Consultant and competency

manager in the EMC BusinessEdge organization, and had been employed at BusinessEdge since

Arturi and Casagrande created BusinessEdge in 1999. Connelly had specialized business

consulting expertise within the Financial Services vertical, and, in particular, was a key resource

on BusinessEdge's significant and high-growth Morgan Stanley account. Upon information and

belief, Arturi and Casagrande recruited and hired Connelly to take a similar role at Knowledgent.

As a result, Connelly resigned from EMC on February 19, 2010.

37. Caggiano represents the operational leadership of two of EMC

BusinessEdge's four practice verticals, Blotto represents the top technical expert in another

practice vertical and is one of EMC BusinessEdge's top technical experts overall; Shuette and

D'Urso represent the leaders of two of the four of EMC BusinessEdge's vertical practices; and

Edelstein, Edmonds, and Brazee represented three of the four members (i.e., 75%) of

BusinessEdge's Financial Services sales force. Further, the employees identified above were all

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highly rated in the EMC BusinessEdge organization's structured review process to identify high-

performing and high-potential individuals.

38. Upon information and belief, Arturi and Casagrande are focusing their

start up efforts on the Financial Services and National Markets verticals and have, as a result,

targeted critical BusinessEdge resources to provide them with an instant infrastructure to target

those markets, including a Chief Operating Officer (Caggiano), Chief Technology Officer

(Blotto), two senior directors to manage the Financial Services and National Markets verticals

(Schuette and Durso), and a sales force that has extensive expertise and experience selling and/or

providing consulting services to Financial Services clients (Edelstein, Brazee, Edmonds, and

Connelly).

39. Further, in addition to the employees identified above, Arturi and

Casagrande (or those acting on their behalf) have targeted and approached other key employees

in the EMC BusinessEdge organization, and they are continuing to do so today. On information

and belief, Arturi and Casagrande have also recruited to Knowledgent a number of other former

EMC/BusinessEdge employees including a finance specialist believed to be acting as

Knowledgent's Chief Financial Officer (CFO), a recruiter, and an executive assistant.

40. This pattern reveals that, on information and belief, Arturi, Casagrande

and Knowledgent are by-passing the normal process of a start-up business which would be to

build a workforce from a broad pool of potential candidates. Instead, they have a chosen to

follow a careful and covert plan to use their intimate knowledge about EMC's BusinessEdge

organization to target critical talent from the company they sold to EMC and have that talent

become the nucleus of their new company.

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41. Indeed, Arturi's and Casagrande's scheme is so obvious from the pattern of

their recruitment, and the dependence of their new company, Knowledgent, on misappropriated

EMC assets, that they appear to be trying to conceal both. Tellingly, despite having an otherwise

fully-developed website stating that its "team consists of highly experienced information

management and industry experts," Knowledgent's page titled "Leadership Team," merely states

"Coming Soon." Similarly, several of the employees identified above offered nearly identical

"scripts" in providing vague explanations for terminating their EMC employment and their future

employment plans in a manner suggesting that they had been carefully coached to avoid

revealing their actual plans to EMC.

42. Despite these efforts to disguise their activities, Arturi's and Casagrande's

scheme simply cannot be hidden: for example, Knowledgent has a page on the popular business

networking website LinkedIn, which automatically generates "Career Paths" to work at the

company based on backgrounds of the individuals associated with it. LinkedIn identifies two

such career paths to employment at Knowledgent that are really one and the same: "EMC" and

"BusinessEdge." Moreover, of the ten (10) Knowledgent employees recently listed in LinkedIn,

eight (8) are former EMC BusinessEdge employees.

43. Arturi's and Casagrande's purpose in targeting these key resources is clear

and the result is inevitable: to move the necessary infrastructure for a successful business

consulting company modeled on BusinessEdge’s success -- including personnel, confidential

proprietary information and trade secrets -- from EMC to Knowledgent, so that Knowledgent

would be an operating consulting business without expending the time and funds necessary to

lawfully and fairly compete. This conduct is also intended by Arturi, Casagrande and

Knowledgent to cripple EMC's consulting business through the departure of key employees.

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Simply put, they are not truly building a "new" business, they are using confidential information

to improperly take back a business -- including goodwill -- that they sold to EMC.

44. On information and belief, Arturi, Casagrande, and Knowledgent are now

using the confidential information and key resources that they have taken from EMC to directly

and unfairly compete for specific EMC BusinessEdge engagements. For example, on

information and belief, Arturi, Casagrande, and Knowledgent, are specifically targeting an

ongoing EMC BusinessEdge engagement performing Governance, Risk, and Compliance

consulting for a large financial institution that is an important EMC BusinessEdge account.

Indeed, upon information and belief, former EMC employees Edmonds and Brazee, who had

been the account manager for the financial institution at EMC, recently met with clients at

financial institution to offer competing consulting services.

45. The practices that Arturi, Casagrande, and Knowledgent have engaged in

have caused and continue to cause significant harm to EMC. It is impossible to place a monetary

value on the damage that would be done to EMC if Arturi and Casagrande were permitted to

continue to exploit EMC's confidential information for their own and Knowledgent's purposes,

and were permitted to continue to interfere with EMC's business relationships.

COUNT I
(Breach Of Contract Against Arturi And Casagrande:
The Agreements and Business Conduct Guidelines)

46. EMC repeats and realleges all of the allegations contained in the foregoing

paragraphs as if fully set forth herein.

47. The Agreements are valid and binding contractual agreements between

Arturi and Casagrande and EMC and prohibit Arturi and Casagrande from disclosing or using for

their own benefit any confidential EMC information.

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48. The Business Conduct Guidelines are valid and binding contractual

agreements between Arturi and Casagrande and EMC and prohibit Arturi and Casagrande from

misusing or disclosing any confidential EMC information.

49. The Agreements and Business Conduct Guidelines were made for valid

consideration.

50. EMC performed its contractual duties under the Agreements and Business

Conduct Guidelines.

51. The Agreements and Business Conduct Guidelines are reasonable,

consonant with public policy, and are necessary to protect the legitimate business interests of

EMC.

52. EMC suffered, and continues to suffer, irreparable harm as a result of

these breaches.

COUNT II
(Tortious Interference With Advantageous
Business Relationships Against Arturi And Casagrande)

53. EMC repeats and realleges all of the allegations contained in the foregoing

paragraphs as if fully set forth herein.

54. There exist valid employment agreements between EMC and certain of

EMC's employees that constitute business relationships of economic benefit.

55. Arturi and Casagrande have interfered and are seeking to interfere with

EMC's business relationships with certain EMC employees and customers, and have done so

with an improper motive and an intent to harm EMC by improper means.

56. EMC has lost business advantages as a result.

57. EMC suffered, and continues to suffer, irreparable harm as a result of

defendant's acts.
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COUNT III
(Unjust Enrichment Against Arturi And Casagrande)

58. EMC repeats and realleges all of the allegations contained in the foregoing

paragraphs as if fully set forth herein.

59. Defendants Arturi and Casagrande impermissibly gained benefits for

themselves and continue to gain such benefits at EMC's expense. These benefits include its

confidential information, human resource talent, and its employees' knowledge of proprietary

business processes, methodologies and strategies, customer needs and customer relationships.

These benefits also include the more than $100 million that EMC paid directly and indirectly to

Arturi and Casagrande to acquire BusinessEdge.

60. EMC has a right to these benefits and a reasonable expectation of

receiving value in return.

61. It is unjust for Arturi and Casagrande to commit the acts alleged herein,

and it would be inequitable for Arturi and Casagrande to retain the benefits conferred at EMC's

expense without paying for their value.

62. As a result of Arturi's and Casagrande's conduct, EMC has suffered and

continues to suffer irreparable harm, injury and/or loss of property, as well as damages in an

amount to be determined at trial, plus interest and costs, including but not limited to the costs of

bringing this action.

COUNT IV
(Unfair Business Practices In Violation Of Massachusetts
General Laws Chapter 93A Against Arturi And Casagrande)

63. EMC repeats and realleges all of the allegations contained in the foregoing

paragraphs as if fully set forth herein.

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64. Sections 2 and 11 of the Massachusetts Consumer Protection and Unfair

Trade Practices Act, Mass. Gen. Laws c. 93A, § 1 et seq., make it unlawful for "any person who

engages in the conduct of any trade or commerce . . . [to engage in] an unfair method of

competition or an unfair or deceptive act or practice . . . ." Section 11 further provides that any

person who engages in trade or commerce and who suffers any loss of money or property as a

result of such conduct is entitled to multiple damages, attorneys' fees, costs and equitable relief,

including an injunction.

65. Arturi and Casagrande are persons engaged in "trade or commerce" as

defined by Mass. Gen. Laws c. 93A, § 1.

66. As set forth in greater detail above, Arturi and Casagrande by virtue of

their tortious conduct have engaged in unfair and deceptive trade practices in willful and

knowing violation of Sections 2 and 11 of Mass. Gen. Laws c. 93A.

67. The unfair and deceptive trade practices of Arturi and Casagrande --

including the misappropriation of confidential and proprietary information owned by EMC as a

result of its acquisition of BusinessEdge -- occurred primarily and substantially in

Massachusetts. Further, Arturi's and Casagrande's actions, regardless of where they occurred,

have impacted and are impacting EMC's business interests in Massachusetts.

68. Arturi's and Casagrande's knowing and willful conduct with respect to

EMC's confidential information and other assets has caused EMC irreparable harm for which

there is no adequate remedy at law.

69. As a direct and proximate result of the willful and knowing violations of c.

93A by Arturi and Casagrande, EMC has suffered substantial monetary damages in an amount to

be determined at trial.

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COUNT V
(Civil Conspiracy Against Arturi, Casagrande, And Knowledgent)

70. EMC repeats and realleges all of the allegations contained in the foregoing

paragraphs as if fully set forth herein.

71. On information and belief, Arturi, Casagrande, and Knowledgent entered

into an agreement with each other, among others, for the unlawful purpose of taking back the

confidential information, human resource talent, employee knowledge of proprietary business

processes, methodologies and strategies, customer needs and customer relationships that Arturi

and Casagrande sold to EMC. As part of this plan, Arturi, Casagrande, and Knowledgent agreed

to breach the Agreements, use and exploit EMC confidential information for their own benefit,

interfere with EMC's employee and client relationships, unjustly enrich themselves at EMC's

expense, damage EMC's business, and unfairly compete with EMC.

72. On information and belief, Arturi, Casagrande, and Knowledgent each

knew of the plan and its purpose, and acted in concert to use and exploit EMC confidential

information for their own benefit and take back the valuable assets that Arturi and Casagrande

sold to EMC.

73. Arturi's, Casagrande's, and Knowledgent's acts and conduct at issue

constituted a civil conspiracy to injure and damage EMC.

74. As a result of Arturi's, Casagrande's, and Knowledgent's unlawful

conspiracy, EMC has suffered substantial monetary damages in an amount to be determined at

trial.

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WHEREFORE, plaintiff EMC Corporation respectfully requests:

A. That Arturi, Casagrande and Knowledgent be permanently enjoined, from

using confidential EMC information and inducing current EMC
employees to terminate their employment with EMC;

B. That EMC be awarded its costs and attorneys fees incurred in this action;

C. That this Court award all damages suffered by EMC to be determined

upon a more fully developed record based upon the greater of EMC's
losses or defendant's gains as a result of its unlawful conduct; and

D. That this Court award such other and further relief as it deems fit and
proper.

JURY TRIAL DEMANDED

EMC hereby demands a trial on all claims so triable.

Dated: March 16, 2010 Respectfully submitted,

Boston, Massachusetts

Of Counsel: s/ James R. Carroll

Paul T. Dacier (BBO #616761) James R. Carroll (BBO #554426)
Elizabeth M. McCarron (BBO #567517) Eben Colby (BBO #651456)
Stewart A. Broder (BBO #543110) SKADDEN, ARPS, SLATE,
EMC Corporation MEAGHER & FLOM LLP
176 South Street One Beacon Street
Hopkinton, Massachusetts 01748 Boston, Massachusetts 02108
(508) 435-1000 Telephone: (617) 573-4800
james.carroll@skadden.com
John Mirick (BBO #349240) eben.colby@skadden.com
MIRICK, O'CONNELL,
DEMALLIE & LOUGEE, LLP Counsel for Plaintiff
100 Front Street EMC Corporation
Worcester, Massachusetts 01608
(508) 791-8500
jmirick@mirickoconnell.com

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