The JS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law, except as provided by local rules of court.

This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the purpose of initiating the civil docket sheet.

375 False Claims Act 376 Qui Tam (31 USC 3729(a)) 400 State Reapportionment 410 Antitrust 430 Banks and Banking 450 Commerce 460 Deportation 470 Racketeer Influenced and Corrupt Organizations 480 Consumer Credit (15 USC 1681 or 1692) 485 Telephone Consumer Protection Act 490 Cable/Sat TV 850 Securities/Commodities/ Exchange 890 Other Statutory Actions 891 Agricultural Acts 893 Environmental Matters 895 Freedom of Information Act 896 Arbitration 899 Administrative Procedure Act/Review or Appeal of Agency Decision 950 Constitutionality of State Statutes V. ORIGIN (Place an “X” in One Box Only) 1 Original 2 Removed from Proceeding State Court 3 Remanded from Appellate Court 4 Reinstated or Reopened 5 Transferred from Another District (specify) 6 Multidistrict Litigation - Transfer 8 Multidistrict Litigation - Direct File

Brief description of cause: Defendants misappropriated Plaintiffs' trade secrets in violation of state and federal law; breach of and tortious interference with Brown's contract

This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the purpose of initiating the civil docket sheet.

letter wiiir aclrjiticnal delails to further guide lRlS,s W th respect to the matter rcgardin6i Natc,s job descriJ:tiorr, please finrJ attar:hec{ the ioi; Cescr!r:tio.r th;1 6n irili oe sultject io going forward' As v'Lican see' he wiil be ',uorking withirr the n.tr"l, ,,,;*.

From: David W. Garland Sent: Wednesday, Octobe r LL, 2023 6:15 PM To r M e n o n, o e e p a Cc: Shei|a A. Woo|son Subject: RE: lRlS Software Group/Nate Brown Deepa - Please let me know your availability on this Friday and next Tuesday, Thank you.

@*e.bsj.a-w_qo_r1> Subject; lRlS Software Group/Nate Brown @ $!-mml cotlldht rosesnlzs thl* emetl sa.this ls ih* f{rat tkne vou receivsd an er.rirll frcrn thls rendar frt$/:tggtna@ IH,X1'EIiNrq,L] On behalf of David Garland, Esq., please see attached.

Viale natedd “Hoan tag ow hang ati bd, SaTbeeae a idy ten (ae agence rare dd peer Harts | aieb nay conti praising: sevetion eeertichorituad (ESEHer you arr onal an iihihed GeGiBlenk yapict tot dewey Cape tn shea hn caruamye aint Sry athe timers tuatiyang Ricies vegly fe tie

This key leader will make imporiant impacts through business strategies, strategic vision, and dedication by owning the product from ideation to post la unch.

In lact, "lRiS Outsourcing" puqrofis to r:ffer integraled bookkeeping, rnanaged accounting, payroll processing, tox preparation and submission of linancial staternents services that rnimic those offercd by Wolters Kluwcr.

on August 3,2023, Mr. IJrown participated in a webinar where he promoted IRIS's Star, Practice Engine by lris, iChannel and Dr:cIT, all of rvhic.h are accounling soflware programs that clirectly compete .,vith Wolters Kluwer products, including CCII Access.

l SiSlhirdAvenuo I N$wYork,l'lY 100?2 i 1 21i.351../i500 l l li2.B78.iitt00 lebolaw.eom f ll{M:62Ji726tJ Ivts, Deepa S, Menon, Esq September 26,202'3 Pagc 2 Brown's focus was limited to payroll products anri services.

Of nole, Mr. Broivn deciderl to participate irr this webinar ctfier havir,g rcrceivecl Wolters Kluwer's initial August 23, 2023 letter reminding hirn of his post-ernployment obligations.

Mr. Brown trrust irrrtrrediately cease and clesist violating his agreement with Wolters Kluwer and IRIS rnust iurmediately cease ancl desist interlering wirh that agreement and facilitating Mr, .Brown's misconduct, We reiterate IRIS's and Mr. Bro'uvn's obligations to preserve ail clocuments, clata, infonnation, computers, laptops and cell phones as set forth in our August 23, 2A23 letters.

Mr. Garland As you are aware/ Eversheds Sutherland represents IRIS Soitware Group (tlre "Cornpany"), This letter ls a response to communication from you on behalf of your client Wolters Kluwer ("Wolters Kluwer") to the Company dated August 23,2023, regarding the solicitation and hire of Nate Brown.

As noted earlier, the Company takes third party contractual rights very seriously, and has no intent to interfere with Wolters Kluwer's agreernentsi with Mr. Brown or any other employee.

Therefore, Mr, Brown is engaged in a dilferent business and a different product than the business and/or product with wlrich lre worked during his employment wlth Wolters Kluwer, Additlonally, Mr, Brown does not use Wolters Kluwer's confidential information to perform services for the Company, As such, the Company has taken additiorral precautions and advised Mr. Brown that he is expected to abide by the terms of his Wolters Kluwer contract, inciuding all valid non- solicit and confidentiality restrictions.

Eversheds Sutnerland (US) LLP is port of a global lecal practice, 3p€iating throuqh various separate and distinct iega; eliiiies, under Evefshed5 Sutherland.

For o full description cf the structirre and a list of offices, please visit www,evet sheds-sutherlertd,cottl, tJ) (\az lrl< mil Eg l-r.l p )r tLl rn Page 2 I hope that the above response.assuages wolrers Kruwer,s concern$.

At that time, we explaineci in clctall the basis lbr Wolters Klurvet's asserlion that ths Executives had breachcd thcir agreements rvith the Conrpany -You and requested that IRIS provide us r,vith copics ol'thejr offer letters.

You agree ihat the restrictions in numbered Paragraphs 4-6 above shall be extended for any time during which you are in breach such that you do not engage in anyof the activitiesforthe fullsix (6)ortwelve (12)month period, as applicable,

The Company may assign its rights and delegate its obligations hereunder to any of its affiliates or in connection with a merger, reorganization or consolidation, or the sale of its i$ vdrirer* K.Ltzv**r 1nd business or substantially all of its assets to which this retter rerates.

This retter will be binding upon your heirs' executors' administrators and other r"guir"ii"rentatives and wiil be for the benefit of the company and its successors assignJany-p-rrport"a assignment of rights or delegation of obrigations under tnir reitei not permitted by this section 12 is void.

:Hfi?ered 14' sev"q"r'abililu' ln case any one or more of the provisions contained in numbered paragraphs '1-13 above should be held inutl'd, ir;gui'or rn*nrorceable in any respect, the validity, legality and enforceability of the remaining provisiJns witt not in any rrry n" affected or impaired.

As for your reference to his webinar participation, please provide us with copies of the scripts/slides/PowerPoints/handouts he used duringthose presentations; obviously, we cannot rely upon your representation of what he said.

Dea r David, Attachecl is lRlS's response to the last corrrrnunicatioir u-,ith, iri tlre irrte rest cf resoiving this issue, a proy:osr:d cltartgt: to Mr. Browi':'s title.

lf it v;cLrlci be more benefir:ial fi:r us to spr:ak alter yoir have harj a clrance to speak witlr yotrr client, i am happty tcr ir?srhedrile.

}l b,1q-rlCIflFr$ g ve r$-h I rls..$ ur her tii,trt.ru> Io' Y. : Cc: Shei|a A, Wooison "l"Wp-ej€g-Lffimp_lirgfi, Subject; RE: tRtS Software CrouplfVrtJi* IEXTESf{Atl l'm following up to check on your availability for a call on Tuesday, please let me k.ow.

Tha r ks Dee pa Deepa Menon I Counsel I T: +1.202.383.0928 F ro m : N o e I W i g g i n s Sent: Tuesday, September 26,2A23 2:50 PM To : M e n o n, D e e p a < D egpaM e_rc n@eyUrled i: S uth-e d_a.n-d, U,S > Cc r 5 h e i I a A. W o o I so n < lW-S-AbQlj-(Cg l2f<1.,;.W,gt r_tt r> ; Davicl W. GarlancJ Subject: lRlS Software Group/Nate Brown couldn't recognlre this emall ae this ls the flrat llme you recelvad an enrall fronr thls eender Nwlggtfis@ @ ff[i:ffs

wotten Kluwer Notwithstanding the foregoing, or any other provision herein to the contrary, nothing in this Paragraph No, 1 shall restrict your right to make any disclosure that is required or protected by applicable law.

You agree that if the Company is unable to secure your signature to effectuate the foregoing because of your mental or physical incapacity or for any other reason, then you irrevocably designate and appoint the Company and its duly authorized officers and agents as your agent and attorney-in-fact, to act for and in your behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to effectuate the foregoing with the same legalforce and effect as if executed by you.

"Company lP" means all intellectual property of any kind (including but not limited to any and all inventions (whether or not patentable or reduced to practice), original works of authorship or other copyrightable works, patents, copyrights, trade secrets, know-how, software and related rights, trademarks, service marks, domain names, and any registrations or applications for same, and all other intellectual property or industrial property rights, in each case in any jurisdiction throughout the world) conceived, authored or othenvise developed by you during the term of your employment with the Company or any Company Entity.

You further understand and agree that in the event of the termination of your employment with the Company or any I wotters Kluwer Company Entity, you are required, on orbefore the effective date of termination, to return (and will not keep in your possession, recreate or deliver to anyone else) all keycards, keys, identification badges, passwords, Company-sponsored credit cards, Company- provided laptops, Blackberries, PDAs, smaftphones, tablets, iPads, files, business plans, financial reports and forecasts, department-related documents, e-mails, PST files, customer information, and all other property, documents, records and information (including all copies), in whatever form (paper or electronic), notebooks, data, media, notes, customer lists, customer contact information, customer data or materials, contracts, repods, proposals, lists, correspondence, specifications, prototypes, and media (including back-up tapes, external hard drives, computer disks, CDs or flash drives) of or belonging to any of the Company, or that contain any information furnished or made available to you by the Company, however and wherever obtained, maintained and/or located.

You understand and agree that in the event of termination, Employee is required to return any and all such equipment, supplies, materials and records intact, without alterations or deletions.

SOFTWARE GROUP and IRIS

The undersigned affirms that the information provided above is true and correct.

EltllAlL *** From: Sent: To: Cc: Subject: Attachments: Dcar David, rescireclule.

l-low clces 2 prn [[ on Tur,isday soundI Thanks i Dee pa Deepa Menon I Counsel I T: +1,202.3E3,0928 From: David W. Garland Sentr Friday, October t3,2023 L:27 PM To: Menon, Deepa < D e e f:a{Vl e no rr fS evq rs h *d *- s u t he r I a n d .

I o-n gg.b_g]-a"W-,g.q^ n t Subject: RE: lRlS Software Group/Nate Brown Deepa - Please let me know your availability on this Friday and next Tuesday.

Thank you, Noel ffips]'fitN gfrCKER tlHb&lx ^hts@r r 3fts\* I tJu Yil&iq# Noel Wiggins ; Legal Secretary t 609.250,6021 I f 609,228.5318 N.Wjsq in s@"e-bslsw, sgm 150 College Road West, Suite 301 iPrinceton, NJ 08540 t 609.455.1 540 I w&ahdaw,spm .

cqnt RE; REspoNsE To cEAsE AND DEsIsT Dear Mr, Garlandl This letter Is in respor sllfl iltfiT$:d[:?y;i,*gix*:,i,,f ?

As you know, yot"t

Given your misrepresentation to Wolters l(lirwer regarcling your post-clrployment intcntir:ns rvhile sitnultaneously joining a cornpetitor in vrolati

Finally, the Company places you on notice to preserve all documents and electronically stored infonnation, including "deleted" files and file fiagments, and/or other dafa generated by and/or storcd on any colnputers andlor storage rnedia, or any elcctronic data, such as voice nrail, that in any way rclates to thc subject nrattor of this letter, including, but not litnited to: r Your cotnmuuications sittce your l'esignatiorr from Wolters Kluwer with any Cornpany eurployee, including but not limited to Jennif'er Esterheld, Christopher Shea, Richard Freelan, Jirn Dunham and James Sorenson; r Your comrnunications zit any tirle rvith IRIS or any person or entity representing IRIS regarding the Company's employees, inclucling but not limited to Jcnnil'er Esterheld, Christopher Shea, I{ichard lrrcclan, Jim Dunham and James Sorcnson; r Your communicntions at auy tirne rvith Ill.lS or any pe:rson or entily rcpresenting lRlS regarding the Clornpany' s Conliclenti al ln ibrmation; and

Promotion On behalf of Tax and Accounting North America, I am pleased to confirm our verbal offer to you for the position as the VP, Product Management for the Professional Firm Managernent portfolio.

You agreethat if the Company is unable to secure your signatureto effectuate the foregoing because of your mental or physical incapacity or for any other reason, then you irrevocably designate and appoint the Company and its duly authorized officers and agents as your agent and attomey-in-fact, to act for and in your behalf and stead to execute and file any such applications and to do all other laMully permitted acts to effectuate the foregoing with the same legal force and effect as if executed by you.

This enables accounting firms to focus on fee-earning work, improve productivity, take on additional clients, offer new services and reduce the turnaround time of jobs.

Each qualified accounting professional has at least five years of experience, providing immediate access to industry expertise and seamless communication for day-to-day coordination on deliverables.

lRlS Outsourcing's flexible engagement models and collaborative approach provide accounting flrms with complete control of the process, experience, quality, and support needed to achieve success with an extended team of experts.

"ln an era where efficiency and effectiveness are key, accounting firms need a frexibre and cost-effective sorution to erevate delivery"' said Jim Dunham' President and General Manager rRrs Americas.

ove.r2,000 UK schools and academies use lRls, with four million parents and guaroians using lRrs apps to connect with their children's school; 300 million messages are delivered between schoors and parents each year, and overfj5 mirion transactional payments are processed every month' rRrs is certified as a Great place to work@ and recognized as one of The Times Top 50 Employers for Gender Equality in 2023.lRls is also recognized as one of the Best workplaces for wellbeing, one of the Best workpraces in Tech and one of the Best workpraces for women.