1 CIT SOS-ESERVE
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`DC-23-13542
`CAUSE NO. _____________
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`FILED
`8/29/2023 4:09 PM
`FELICIA PITRE
`DISTRICT CLERK
`DALLAS CO., TEXAS
`Christi Underwood DEPUTY
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`Plaintiffs,
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`JOLENE LEVIN AND AVRON LEVIN
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`v.
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`NORVANIVEL USA, LLC,
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`Defendant.
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`§
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`116th
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`IN THE DISTRICT COURT OF
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`______ JUDICIAL DISTRICT
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`DALLAS COUNTY, TEXAS
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`PLAINTIFFS’ ORIGINAL PETITION
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`Plaintiffs Jolene (“Ms. Levin”) and Avron Levin (“Mr. Levin”) (collectively “Plaintiffs” or
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`the “Levins”) file this Petition against Defendant NorvaNivel USA, LLC (“Defendant” or the
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`“Company”) and would respectfully show the Court as follows:
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`I. NATURE OF THE CASE
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`This is a case of wrongful terminations being used to squeeze out minority business owners.
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`Plaintiffs Jolene and Avron Levin are a husband-and-wife entrepreneur couple that started a
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`business in Sydney, Australia designing innovative, educational furniture. After developing their
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`furniture business there for several years, the Levins moved the business to the United States. Once
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`in the United States, the Levins started NorvaNivel USA, LLC, a company that designs and
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`manufactures premium learner-centered educational spaces and products that promote engagement
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`and inclusion. After a few years, the Levins sold a portion of their business to UnitedforGrowth,
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`LLC (“UFG”), a company headed by Mr. Mark Lewis (“Mr. Lewis”). Jolene Levin, through the
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`Tamale Discretionary Trust, retained a 30% ownership interest in the Company.1
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`1 The transaction created a new company, but retained the same name, NorvaNivel USA, LLC. As used herein, the
`“Company” refers to NorvaNivel USA, LLC, an Ohio limited liability company.
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`PLAINTIFFS’ ORIGINAL PETITION
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`As a part of this transaction, the Levins were retained in high-level management to guide
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`the Company’s vision and future. Mr. Levin was employed by the Company in a design capacity.
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`Ms. Levin is the director of the minority Member,2 Co-Manager of the Company, and was
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`employed by the Company in key leadership roles.
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`Both the Levins were employed by the Company under nearly identical employment
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`agreements. Ms. Levin’s employment is governed by an Employment Agreement effective January
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`20, 2022 (“Ms. Levin’s Agreement”) which was amended on July 31, 2022 (“Ms. Levin’s
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`Amended Agreement”) (collectively “Ms. Levine’s Employment Agreement”). Under the
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`Employment Agreement, Ms. Levin was employed by the Company for an initial two-year period
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`commencing on January 20, 2022, first as President of the Company and then as Co-Founder and
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`Director of Strategy of the Company. See Ex. A; Ex. B. Her assigned duties included, among other
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`things, “forming strategic partnerships of the Company’s business.” Ex. B, Section 2. Mr. Levin’s
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`employment is governed by an Employment Agreement effective January 20, 2022 (Mr. Levin’s
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`Agreement) which provides that Mr. Levin was employed for an initial two-year period
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`commencing on January 20, 2022, as Design Director of the Company.3 See Ex. C.
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`Shortly after the transaction was finalized, it became clear that UFG and Mr. Lewis were
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`not invested in the success of the Company and instead were merely trying to take as much of the
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`innovative work product created by the Levins for their own competing company. UFG and Mr.
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`Lewis pretextually and wrongfully terminated the Levins on April 20, 2023—eight months prior
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`to the term of employment provided in the Employment Agreements. The pretextual reason for
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`the termination was that the Levins breached the confidentiality requirements of the Employment
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`Agreement. In reality, Ms. Levin had conversations with individuals in the educational industry
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`2 Ms. Levin is director of the Tamale Discretionary Trust which owns 30% of the Company.
`3 Mr. Levin was also employed by UFG. Mr. Levin only brings claims in this suit against the Company.
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`PLAINTIFF’S ORIGINAL PETITION
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`about potential future opportunities related to the Company, and she was fired because of
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`disagreements with Mr. Lewis about the direction of the Company. Mr. Levin was also fired even
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`though he did not disclose any information. The Levins files this action to seek relief to which they
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`are entitled under the Employment Agreements for their terminations without cause.4
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`II. DISCOVERY CONTROL PLAN AND RULE 47 STATEMENT
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`1.
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`Pursuant to Texas Rules of Civil Procedure 190.3, the Levins intend to conduct
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`discovery under a Level 3 discovery control plan and affirmatively plead that this suit is not
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`governed by the expedited actions process.
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`2.
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`The Levins seeks monetary relief greater than $250,00 but not more than
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`$1,000,000, inclusive of damages, attorneys’ fees, and costs, and non-monetary relief in addition
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`to all other relief to which she is justly entitled.
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`III. PARTIES
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`Plaintiff Jolene Levin is a natural person residing in Texas.
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`Plaintiff Avron Levin is a natural person residing in Texas.
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`Defendant NorvaNivel USA, LLC is an Ohio limited liability company that has
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`3.
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`4.
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`5.
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`engaged in business in Texas by entering into contracts with Texas residents. Defendant
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`NorvaNivel USA, LLC is a foreign limited liability company organized under the laws of Ohio.
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`NorvaNivel USA, LLC is doing business in Texas and is required to register in the state of Texas
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`and to designate an agent for service of process. See Tex. Bus. Orgs. Code Ann. §§ 9.001, 9.004.
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`Defendant has not registered in the State of Texas and has not designated an agent for service of
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`4 Plaintiff notes that UFG has filed a verified complaint for a temporary restraining order against the Levins in a case
`styled UnitedforGrowth, LLC vs. Jolene Levin and Avron Levin, Case No. 23 M000332, pending in the Court of
`Common Pleas in Geauga County, Ohio. The Company is not a party to that suit and UFG lacks standing to pursue a
`claim against Ms. Levin. Ms. Levin was employed by the Company. See Ex. A. While Mr. Levin was employed by
`UFG and the Company, UFG had no authority to terminate Mr. Levin’s employment with the Company. See Ex. C.
`Although the Levins have raised this standing defect, UFG has taken no steps to remedy the defect and add the
`Company to the lawsuit in Ohio.
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`PLAINTIFF’S ORIGINAL PETITION
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`process in Texas. Accordingly, pursuant to Section 17.044(a)(1) of the Texas Civil Practice and
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`Remedies Code, the Texas Secretary of State is an agent for service or process on NorvaNivel
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`USA, LLC. See also Tex. Bus. Orgs. Code Ann. § 5.251. NorvaNivel USA, LLC may be served
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`by serving two copies of process on the Texas Secretary of State who will then mail a copy of the
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`process to NorvaNivel USA, LLC’s registered agent in Ohio, Mr. Mark Lewis, at 745 South Street,
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`Chardon, OH 44024.
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`IV. JURISDICTION AND VENUE
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`6.
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`The controversy that is the subject of this suit falls within the Court’s general
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`jurisdiction as Plaintiffs seek monetary relief in excess of the minimum jurisdictional limits of this
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`Court.
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`7.
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`This Court has personal jurisdiction over Defendant because Defendant conducts
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`business in the State of Texas and has contracted with the Levins, residents of Texas, to perform
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`contracts in the State of Texas, and Defendant employed Plaintiffs inside in the State of Texas.
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`Further, Defendant maintains a regular place of business in Texas by operating an office and
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`manufacturing facility in the state of Texas where most of Defendant’s employees work, including
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`Plaintiffs. This suit arises out of Defendant’s breach of the Employment Agreements, which
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`governed Plaintiffs’ employment in Texas at Defendant’s office and manufacturing facility in
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`Texas.
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`8.
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`Venue is proper in this Court because all or a substantial part of the acts or omissions
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`giving rise to this lawsuit occurred in Dallas County, Texas.
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`V. FACTS
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`9.
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`The Levins founded NorvaNivel USA, LLC, a Delaware limited liability company
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`after moving to the United States and began selling educational furniture.
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`PLAINTIFF’S ORIGINAL PETITION
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`10.
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`The Levins sold NorvaNivel’s assets, and essentially a portion of NorvaNivel, in a
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`transaction that resulted in a new limited liability company sharing the same name (the
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`“Company”). The Tamale Discretionary Trust, of which Ms. Levin is a director, became a 30%
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`owner of the Company. UFG is the majority member, holding 70% of the membership interests.
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`UFG is controlled by Mr. Lewis.
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`A.
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`11.
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`The Levins Retained to Direct the Company’s Strategy
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`After the transaction, Ms. Levin was placed in high level management positions
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`with the Company. Ms. Levin became a Co-Manager of the Company, along with Mr. Lewis. Ms.
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`Levin had extensive responsibilities as Manager and Member.
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`12. Ms. Levin was also employed by the Company, first as President, then as the Co-
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`Founder and Director of Strategy of the Company. The Employment Agreement provides that she
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`was to be employed for an initial two-year period commencing on January 20, 2022. See Ex. A,
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`Employment Agreement effective January 20, 2022 § 2; Ex. B, Amendment to Employment
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`Agreement effective July 31, 2022. As Co-Founder and Director of Strategy, Ms. Levin was
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`responsible for sales, revenue generation, and forming strategic partnerships of the Company’s
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`business and working to make the Company profitable. Ex. A, § 1–2. Per the Employment
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`Agreement, Ms. Levin is entitled “to a yearly base salary of $125,000 annually (“Base Salary”),
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`which equates to $5,208.33 per pay period (24 pay periods/year).” Id. § 5. In Ms. Levin’s
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`Amended Agreement, Ms. Levin was also provided a direct sales performance bonus of “15% of
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`Gross Margin less sales commissions experience (Net Gross Margin”) for sales closed from July
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`31, 2022 and December 31, 2022 and shipped by March 31, 2023.” Ex. B, Exhibit A.
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`13. Mr. Levin was also employed by the Company in a high-level management
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`position. Mr. Levin was employed as the Design Director of the Company for an initial two-year
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`period commencing on January 20, 2022. See Ex. C, Employment Agreement effective January
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`PLAINTIFF’S ORIGINAL PETITION
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`20, 2022 § 2. Similarly to Ms. Levin, Mr. Levin’s Employment Agreement also entitled Mr. Levin
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`“to a yearly base salary of $125,000 annually (“Base Salary”), which equates to $5,208.33 per pay
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`period (24 pay periods/year).” Id. § 5.
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`14.
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`Both employment agreements, prohibited the Levins from disclosing any
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`Confidential Information, as defined in the Employment Agreements, “except as required in the
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`performance of her [his] job duties.” Ex. A § 13; Ex. C § 13.
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`15.
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`The Employment Agreements also provide that if the Levins are terminated prior
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`to the expiration of the two-year period, without Cause, they are entitled to the remaining months
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`base salary of their Employment Agreement. Ex. A § 11; Ex. C § 11. Cause is defined as a breach
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`of the Employment Agreement that was not cured after ten days written notice, a criminal
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`conviction, or fraud, theft, embezzlement, gross malfeasance in the performance of her/his job
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`duties. Ex. A § 10; Ex. C § 10. The Company has the burden of showing Cause. Id.
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`B. Ms. Levin Wrongfully Terminated
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`16.
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`Shortly after the transaction closed, it became clear that UFG and Mr. Lewis were
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`not interested in ensuring the success of the Company, but instead were manipulating business
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`operations to siphon off the innovative trade secrets and work product that the Levins had spent
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`years developing and intended to use these products in their own competing company, Pedagogy
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`Furniture.
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`17.
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`UFG and Mr. Lewis took control of the inventory and the finances of the Company
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`and failed to disclose to Ms. Levin key information about the Company’s inventory, banking, and
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`financial decisions. For example, UFG unilaterally changed the Company’s primary banking
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`relationship without Ms. Levin’s knowledge or approval in violation of the Operating Agreement
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`of the Company.
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`PLAINTIFF’S ORIGINAL PETITION
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`18.
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`In late 2022 and throughout the winter and early spring of 2023, based on
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`discussions with Mr. Lewis about the Company, Ms. Levin believed it was appropriate to confer
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`with advisors. Ms. Levin initiated conversations with individuals in the educational industry that
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`were not competitors of the Company. Those individuals signed nondisclosure agreements.
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`19.
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`Around this time, Mr. Lewis learned that he had been mistaken about the terms of
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`the Operating Agreement. He had believed that after a certain period of time, Ms. Levin would no
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`longer be a Co-Manager of the Company with equal voting rights. However, the plain language of
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`the Operating Agreement dispels Mr. Lewis’ belief: Ms. Levin is to remain a Manager as long as
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`she is director of the minority Member. Mr. Lewis was incensed.
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`20.
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`Despite the Levins’ good faith engagement, the Levins were terminated on April
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`20, 2023 for Cause without severance and without notice. The pretextual “Cause” was the alleged
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`conversations that Ms. Levin had with individuals in the educational industry. However, Ms. Levin
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`was acting within the boundaries of her employment relationship, her role as a Manager of the
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`company, and her interests as a director of a trustee of a Member of the business. Mr. Levin’s
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`termination was based on the same set of circumstances, even though he did not disclose any
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`confidential information. The stated “Cause” for the terminations is simply pretext for Mr. Lewis’s
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`obvious desire to eliminate the Levins from the business.
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`VI. CAUSES OF ACTION
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`First Cause of Action: Breach of Contract of Ms. Levin’s Employment Agreement
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`21.
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`All the foregoing allegations are incorporated by reference for all purposes.
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`22. Ms. Levin and the Company entered into a valid contract: the Employment
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`Agreement, which provided that Ms. Levin would be employed by the Company for a period of
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`two years.
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`23. Ms. Levin tendered performance in providing services pursuant to the terms of her
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`employment.
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`24.
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`The Company breached the Employment Agreement by terminating Ms. Levin
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`prior to the expiration of her term of employment, purportedly “for Cause,” when there was no
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`“Cause” to do so and without providing Ms. Levin any opportunity to cure.
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`25. Ms. Levin was damaged as a result of the Company’s breach.
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`Second Cause of Action: Breach of Contract of Mr. Levin’s Employment Agreement
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`26.
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`All the foregoing allegations are incorporated by reference for all purposes.
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`27. Mr. Levin and Company entered into a valid contract: the Employment Agreement,
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`which provided that Mr. Levin would be employed by the Company for a period of two years.
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`28. Mr. Levin tendered performance in providing services pursuant to the terms of his
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`employment.
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`29.
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`The Company breached the Employment Agreement by terminating Mr. Levin
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`prior to the expiration of his term of employment, purportedly “for Cause,” when there was no
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`“Cause” to do so and without providing Mr. Levin any opportunity to cure.
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`30. Mr. Levin was damaged as a result of the Company’s breach.
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`VII. ATTORNEYS’ FEES
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`31.
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`The Levins have retained the law offices of Lynn Pinker Hurst & Schwegmann,
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`LLP (“LPHS”) to represent them in this action and have agreed to pay LPHS reasonable and
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`necessary attorneys’ fees to enforce their rights and remedies. An award of reasonable and
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`necessary attorneys’ fees is authorized the Employment Agreements and the Operating Agreement
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`of the Company.
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`PLAINTIFF’S ORIGINAL PETITION
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`VIII. NOTICE TO PARTIES
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`32.
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`The Levins hereby give notice to all parties of intent to utilize items produced in
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`discovery in the litigation and trial of this matter and the authenticity of said items is self-proven
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`pursuant to Rule 193.7 of the Texas Rules of Civil Procedure.
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`IX. PRAYER
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`Plaintiffs respectfully pray that the Court enter judgment in their favor and against
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`Defendant on each of Plaintiffs’ claims, as set forth above. Plaintiffs pray for the following:
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`(1)
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`(2)
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`(3)
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`(4)
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`Judgment in their favor against Defendant for Plaintiffs’ actual damages resulting
`from the breaches of contract described in this Petition, and awarding Plaintiffs all
`costs of court, pre-judgment interest, and post-judgment interest as permitted by
`law, and
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`A judgment be rendered against Defendant for Plaintiffs’ reasonable and necessary
`attorneys’ fees; and
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`A judgment that Plaintiff shall recover all costs of court, pre-judgment interest, and
`post-judgment interest as permitted by law, and
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`All such other and further relief, at law or in equity, to which Plaintiffs may be
`justly entitled.
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`Dated: August 29, 2023
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`Respectfully submitted,
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`/s/ Sara Chelette
`Michael Hurst
`Texas Bar No. 10316310
`mhurst@lynnllp.com
`Sara Chelette
`Texas Bar No. 24046091
`schelette@lynnllp.com
`Holly D. Stubbs
`Texas Bar No. 24113496
`hstubbs@lynnllp.com
`LYNN PINKER HURST & SCHWEGMANN, LLP
`2100 Ross Avenue, Suite 2700
`Dallas, Texas 75201
`Telephone: (214) 981-3000
`Facsimile: (214) 981-3839
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`ATTORNEYS FOR PLAINTIFF
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`4877-7992-5116, v. 1
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`PLAINTIFF’S ORIGINAL PETITION
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` Exhibit A
`Exhibit A
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`EMPLOYMENT AGREEMENT
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`This Employment Agreement is made and entered into as of the 20th day of January, 2022 (the “Effective Date”), by
`and between NorvaNivel USA, LLC, an Ohio Limited Liability Company (thereinafter referred to as the “Company”)
`and UnitedForGrowth, LLC, with principal offices at 745 South Street, Chardon, Ohio 44204 (thereinafter referred
`to as “UFG”), and Jolene Levin, an individual, with principal residence at 2649 Shadow Hill Lane, Plano, Texas 75093
`(hereinafter referred to as “Levin”).
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`1. Employment. Company agrees to employ Levin in the capacity of President of the NorvaNivel USA Company
`upon the terms and conditions set forth in this Agreement.
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`2. Term of Employment. This Agreement shall be for an initial twenty-four (24) month period, commencing on
`the Effective Date. This Agreement shall be reviewed after the initial period and may be renewed or revised,
`unless otherwise terminated as hereinafter provided (“Term”)
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`3. Extent of Service. During her employment, Levin shall devote her time, attention, and energies to the
`Company’s business and shall not, during the term of this Agreement, be engaged in any other employment.
`Levin shall perform such duties and responsibilities in a competent and professional manner, consistent with
`Company expectations, and conduct herself and perform such duties with loyalty to, and in the best interests
`of, Company.
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`4. Duties and Responsibilities. Levin shall discharge the duties of President of the NorvaNivel USA Company and
`shall be responsible for the P/L and Balance Sheet of the Company, including assistance with the CEO and
`President of UnitedForGrowth, LLC and executive team regarding corporate strategy.
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`5. Base Compensation. Company shall pay Levin a base salary of $125,000 annually (“Base Salary”), which equates
`to $5,208.33 per pay period (24 pay periods/year) and in accordance with normal payroll policies.
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`6. Management Bonus (“Profit Sharing”) Compensation. Levin, will have the opportunity to earn an annual
`management bonus based on the profitability performance of NorvaNivel each year that can be paid to Levin
`and NorvaNivel employees. The performance plan for NorvaNivel for FY 2022 is being prepared by Levin and the
`UFG Chief Financial Officer and their respective colleagues. For each year, the Company and Levin will develop
`an operating budget/performance plan that is acceptable to NorvaNivel USA and UFG. In addition, UFG at its
`sole discretion may offer Levin additional bonus incentives for the contribution and overall performance of UFG
`on a consolidated basis.
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`7. Health Benefits. Company will offer Levin the opportunity to participate in the Company benefits program to
`the same extent as benefits are offered to other employees, including health insurance, 401K, short-term and
`long-term disability insurance, dental, vision, and voluntary term life insurance.
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`8. Vacation. Levin shall be entitled to the highest service level of twenty-one (21) days paid time off (“PTO”), which
`is an all-purpose time-off policy to use for vacation, personal business, illness, or injury.
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`9. Business Expenses. Upon timely submission of appropriate receipts and other proof of expenses, Company
`shall promptly reimburse Levin for all reasonable and necessary business expenses for the benefit of the
`Company in accordance with the general policies of the Company in effect time to time. The Company will
`provide a monthly car allowance of $600 in accordance with Company Policy.
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`10. Termination for Cause. Notwithstanding Paragraph 2 of this Agreement, Company shall have the right to
`terminate Levin at any time for any one of more of the following reasons (defined as “Cause”):
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`(a) if Levin breaches this Agreement, and does not cure the breach within ten (10) business days after receiving
`written notice from Company of any such breach;
`(b) if Levin is convicted of a crime other than a misdemeanor or traffic violation, unless the crime is a first-
`degree misdemeanor that involves a crime of moral turpitude;
`(c) if Levin engages in fraud, theft, embezzlement, or gross malfeasance in the performance of her job duties.
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`1 | P a g e
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`U F G C o m p a n y C o n f i d e n t i a l
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`DocuSign Envelope ID: 1C4147B1-097D-4E20-8082-1B140CE2E7E7
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`At all times, Company shall have the burden to prove Cause. If Levin’s employment is terminated for Cause
`under this Paragraph, Company shall have no obligation to make any further payments to her, other than
`accrued base salary to the date of termination; accrued, but unused PTO time in accordance with the Company
`Handbook policy; and unreimbursed business expenses. If Levin’s employment is terminated for Cause under
`this Paragraph, Company shall have no obligation to continue to provide any benefits, other than any such
`benefits that have accrued or vested in accordance with any benefits plans adopted by Company, or otherwise
`as required by law.
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`11. Termination without Cause. If any time during the Term of this Agreement, Company terminates Levin’s
`employment without Cause; if Levin resigns for Good Reason as defined in this Paragraph; or if the parties
`mutually agree to terminate Levin’s employment, Company shall pay Levin the remaining months base salary of
`this Agreement to be paid with the normal payroll cycle, and shall continue to pays its share of any premiums
`for Levin to continue participating in any benefit plans provided by Company at the time of the termination.
`Levin shall remain responsible for her share of any such premiums, as applicable. In exchange, Levin shall make
`herself available on a consulting basis to Company during the same time-period she is receiving payments set
`forth in this Paragraph.
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`For purposes of this Paragraph “Good Reason” is defined as 1. the assignment to Levin, without Levin’s written
`consent, of job duties or responsibilities that are not commensurate with Levin’s job title; 2. Company’s
`reduction of Levin’s base salary without Levin’s written consent; 3. any unreasonable interference in Levin’s
`abilities to perform her job duties; or 4. Company’s precluding Levin from participating in any benefits or
`incentive plans for which she would otherwise be eligible under the terms of any such plans, without Levin’s
`written consent.
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`12. Death. If Levin dies during any period of her employment with Company, her employment under this
`Agreement shall be deemed to terminate as of the last day of the month in which her death occurs. Upon Levin’s
`death, neither Levin’s, nor her beneficiaries or estate, shall have any further rights or claims against Company,
`except for the right to receive and subject to the terms defined in Company Operating Agreement:
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`(a) the unpaid portion of Levin’s base salary, computed on a pro rata basis to the date of termination;
`(b) any compensation due under any approved incentive compensation plan, deferred compensation plan,
`or under any benefits plan maintained by Company;
`(c) unused, accrued PTO time;
`(d) reimbursement for any unpaid business expenses for which receipts are timely submitted; and
`(e) life insurance and other post termination benefits, in accordance with Company’s policies.
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`13. Non-Disclosure of Confidential Information. Levin recognizes and acknowledges that, during the course of her
`employment with Company, she will acquire Confidential Information, which includes, but is not limited to,
`information relating to Company’s sales, sales volume, sales methods, sales proposals, pricing, lists of customers
`and prospective customers, acquisition strategies and targets, suppliers and prospective suppliers, importing,
`engineering, manufacturing, purchasing, marketing, and other proprietary information belonging to Company
`or relating to Company’s business affairs. Levin further acknowledges that such Confidential Information is
`Company’s property.
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`At any time during her employment or after the termination of her employment for any reason, Levin shall not,
`without Company’s prior written consent, misappropriate, disclose, or make available to any unauthorized
`person any Confidential Information, except as required in the performance of her job duties or as required by
`law.
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`14. Inventions.
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`(a) Definitions. “Invention” means any invention, idea, discovery or improvement, and works of authorship,
`whether patentable or copyrightable or not; (1) relating to any of Company’s present or reasonably
`foreseeable business; (2) relating to ideas, work or investigations conceived or carried on by Levin in
`connection with or because of Levin’s employment with Company; or (3) based upon Confidential
`Information gained as a result of Levin’s employment with Company.
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`DocuSign Envelope ID: 1C4147B1-097D-4E20-8082-1B140CE2E7E7
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`(b) Disclosure. Levin agrees to promptly and fully disclose to Company in writing any Invention she makes,
`conceives, or reduces to practice either working alone or jointly with other’s or Levin causes to be made,
`conceived, or reduced to practice: (1) during or after normal working hours, whether or not at Company’s
`premises, while an employee of Company; or (2) within one year after termination of Levin’s employment
`if such invention relates to a product or process upon which Levin worked during the last two (2) years of
`her employment with Company.
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`(c) Assignment. Levin hereby assigns to Company all of her right, title, and interest in and to all such Inventions
`and to all applications for patent and/or copyright in all countries and to patents and/or copyrights granted
`upon such Inventions in all countries. At Company’s request and expense, Levin will execute all documents
`and do all things to assist Company to perfect and use its rights to Inventions and Confidential Information,
`including, without limitation, supplying information, executing and delivering assignments, applications and
`testimony to obtain patent, copyright or trademark protection.
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`(d) Limitation on Assignment. This assignment does not apply to an Invention which was made without the use
`of equipment, supplies, facilities, or Confidential Information of Company; was developed entirely on
`Levin’s own time; does not relate directly or indirectly to the existing or reasonably foreseeable business of
`Company; or does not result from any work performed by Levin for Company.
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`15. Return of Property. Upon termination of employment for any reason, Levin will promptly deliver to Company
`all of Company’s property, products, equipment, cell phone, merchandise and all originals and copies of business
`reports, business forms, customer lists, leases, contracts, financial statements, strategic plans and any othis
`written or printed material in Levin’s possession or control, and belonging to Company.
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`16. Non Compete and Restrictive Covenant. Levin agrees and consistent with the Asset Purchase Agreement that
`during the term of Levin’s employment and for three (3) years immediately thereafter, Levin will not, other than
`on behalf of Company, directly or indirectly, as a proprietor, partner, employee, agent or otherwise:
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`(a) Sell, attempt to sell, or assist in the effort of anyone else who purchases or sells or attempts to sell the same
`or competing products to any Company customer with whom Levin dealt, or any customer about whom or
`which Levin received Business or Confidential Information as a result of Levin’s employment.
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`(b) Directly or indirectly solicit any Company employee or contractor to work for any other employer or
`organization. For the purpose of this provision, “Company Employee or Contractor” means any individual
`who was employed or contracted by Company.
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`(c) Participate in, work for, or provide services to any person or entity that is, or is actively planning to be, a
`“Competitive Business,” within the geographic area in which Levin worked on behalf of the Company. The
`term “Competitive Business” shall mean any business (however organized or conducted) that competes
`with a business in which Company is engaged during the 3-year period immediately preceding the date on
`which Levin’s employment terminates, for whatever reason.
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`(d) Act in any capacity for or with any Competitive Business (or for any of its agents) within the territory in
`which Levin worked, was assigned or had any responsibility (either direct or supervisory) within the last
`twelve months of Levin’s employment by Company, if in such capacity, Levin would, because of the nature
`of her role with the Competitive Business and Levin’s knowledge of Company’s Confidential Business
`Information, inevitably use and/or disclose any of Company’s Confidential Business Information in her work
`for, or on behalf of, the Competitive Business or its agent.
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`(e) Otherwise interfere with, disrupt or attempt to disrupt relations between Company and any of its vendors,
`employees, consultants, contractors or agents.
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`17. Acknowledgement. Levin acknowledges that (a) in the event her employment with Company terminates for any
`reason, she will be able to earn a livelihood without violating the foregoing restrictions; and (b) that her ability
`to earn a livelihood with violating such restrictions is a material condition to her employment with Company.
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`18. Notice. Any notice required or desired to be given under this Agreement shall be given in writing, and sent by
`certified or other delivery service for which receipt may be confirmed. Any notice to Levin will be sent to her
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`U F G C o m p a n y C o n f i d e n t i a l
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`DocuSign Envelope ID: 1C4147B1-097D-4E20-8082-1B140CE2E7E7
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`residence address; any notice to Company shall be sent to its principal place of business.
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`19. Change in Ownership/Control. This Agreement shall survive any change in ownership or control of Company.
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`20. Assignment. Levin acknowledges that the services to be rendered by her are unique and personal. Accordingly,
`Levin may not assign any of her rights or delegate any of her duties or obligations under this Agreement.
`Company’s rights and obligations under this Agreement shall inure to the benefit of, any shall be binding upon,
`any of its successors and assigns.
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`21. Governing Law. This Agreement shall be governed by, construed under, and enforced in accordance with the
`laws of the State of Ohio. If litigation results from, or arises out of, this Agreement or the performance of its
`terms, the non-prevailing party shall reimburse the prevailing party’s reasonable attorneys’ fees, court costs,
`and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the
`prevailing party may be entitled.
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`22. Modification or Amendment. No provisions of this Agreement may be modified or amended, nor any right
`under this Agreement waived, except by a written instrument executed by Levin and Company.
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`23. Ent