PandoMedia Vs LaunchTN

Case3:15-cv-00318 Document1 Filed01/22/15 Page1 of 19
1 Roger Myers (SBN 146164}

Kafherine Keating (SBN 217908)
2 Bradley J. Dug,m (SBN 271870)
BRYANCAVELtp
3 560 Mission Street, Suite 25
San Francisco, CA 94105
4 Telephone: (415) 675-3400
Facsimile: (415) 675-3434
5 Email: roger.myers@bryancave.com
katherine.keating@bryancave.com
6
brad.dugan@bryancave.com
7 Attorneys for Plaintiff
PANDOMEDIA, INC.
8
9
IN THE UNITED STATES DISTRICT
10
FOR THE NORTHERN
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DISTRICT
12 PANDOMEDIA, INC., a Delaware

corporation,
13
Plaintiff,
14
v.
15
TENNESSEE TECHNOLOGY
16 DEVELOPMENT CORPORATION, a
Tennessee non-profit corporation, and
17 DOES 1-100, inclusive,
OF CALIFORNIA
Case No.
COMPLAINT FOR
BREACH OF CONTRACT
Defendants.
18
COURT
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1073157
COMPLAINT
I.
JURISDICTION AND VENUE

1.
This Court has original subject matter jurisdiction over this action on the
4 basis of diversity of citizenship pursuant to 28 U.S.C. 1332(a)(2) because it is a civil

5 action between citizens of foreign states. Plaintiff PandoMedia, Inc. ("Pando"), is a
6 Delaware corporation with its principal place of business in San Francisco, California.
7 Defendant Tennessee Technology Development Corporation is a non-profit Tennessee
8 Corporation doing business as Launch Tennessee ("LaunchTN") with its principal
9 place of business in Tennessee. The amount in controversy, without interest and costs,
10 exceeds the sum or value specified by 28 U.S.C. 1332.
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2.
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Venue is proper in this Court pursuant to 28 U.S.C. 1391(b) because (1)
12 the events or omissions giving rise to the claims herein occurred within this District
13 and (2) LaunchTN is subject to personal jurisdiction within this District. LaunchTN
14 sought out Pando to enter into the Collaboration Agreement at issue; that Agreement
15 was executed within this District; and LaunchTN's officers, employees and/or agents
I/)
16 traveled to this District to promote the Agreement with Pando as well as the event that
17 was the subject of that Agreement, and to solicit companies and investment funds in
18 this District to invest in technology companies in Tennessee.
19
II.
20
PARTIES
3.
21
Plaintiff Pando is a corporation organized and existing under the laws of
22 Delaware, with its principal place of business in San Francisco, California. Pando
23 publishes the website PandoDaily.com, which is a leading national online media outlet
24
and web publication, offering breaking technology news, analysis, and commentary,
25 with an emphasis focused on Silicon Valley and start-up companies.

4.
26
Defendant LaunchTN is a non-profit corporation organized and existing
27 under the laws of Tennessee, with its principal place of business in Tennessee, to
28 promote and support the development of high-growth companies in Tennessee.
1073157
1
COMPLAINT
III.
ALLEGATIONS
5.
LaunchTN started the Southland Technology & Southern Culture
4 Conference ("Southland Conference") in 2013. The inaugural event was held on June
5
12 & 13,2013, in Nashville Tennessee, the week before the popular Bonnaroo Music
6 and Arts Festival near Nashville. The purpose of the Southland Conference was to
7 introduce investors, tech media and tech companies from across the country to the
8 Southeast's early-stage tech companies.
9
6.
According to its 2013 Annual Report, LaunchTN received $140,000 in
10 sponsorship revenue from the first Southland Conference. For many of the items on
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12
7.
One star of the 2013 Southland Conference was Pando's CEO and
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13 founder Sarah Lacy, whom LaunchTN hired to conduct the first on-stage interview of
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14 the first Southland Conference. The venue was full for the interview Lacy conducted,
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15 and her performance at the 2013 Southland Conference was lauded in the local press,
16 such as http://www.nashvillescene.comlnashville/the-southland-conference-hints-at17 the-shape-of-things-to-come-for-nashvilles-tech-community/Content?oid=3438192.
18
8.
Lacy and Pando have vast experience successfully hosting similar events
19 dating back to Lacy's time at TechCrunch, for whom she hosted events like the highly
20
successful Disrupt Beijing and helped host Disrupt San Francisco and New York.
21
9.
On or around September 20,2013, Pando and LaunchTN entered into an
22 agreement entitled "SOUTHLAND COLLABORATION AGREEMENT" (the

23 "Agreement"), which was executed by Pando in San Francisco, California. A true and
24
correct copy of the Agreement is attached hereto as Exhibit A and incorporated by
25 reference into each and every paragraph of this Complaint.

26
10.
Pursuant to the terms of the Agreement, Pando and LaunchTN agreed to
27
collaborate on the development, promotion, programming, funding and sale of
28
sponsorships for and related to the Southland Conference for 2014.

1073157
2
COMPLAINT
11.
The 2014 Southland Conference was held between June 9-12, 2014. It
2 was much more successful than 2013. It was expanded to three days and featured
3 prominent national speakers such as Al Gore, Christy Turlington-Burns and Bill
4 Ready, with Lacy conducting the on-stage interviews. Tickets more than sold out;
5 initially, Pando and LaunchTN announced only 500 tickets would be available, but
6 ultimately some 600-700 tickets were sold. Sponsorship revenue was nearly four
7 times higher than in 2013, and total revenue was nearly $700,000, far surpassing 2013.
12.
There were conflicts between the parties, however, behind the scenes.
9 During a dispute after the conference over allocation of profits - which resulted in
10 LaunchTN paying Pando nearly $100,000 of what LaunchTN had wrongly withheldII:
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11 the Agreement was terminated in October 2014 in accordance with its terms.
13.
12
Section 6.6 of the Agreement governs the effect of the termination of the
13 Agreement. Section 6.6(a) precludes either party from using the Southland name for a
14 future event. And Section 6.6(b) expressly provides as follows:
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In the event this Agreement is terminated by either party, each party
16
understands and agrees that, as between Pando and LaunchTN or any
17
of their successors or affiliates, LaunchTN retains the right to host a
18
conference
19
Southland held the week prior to the Bonnaroo Music festival so long
20
as Launch TN does not partner with another national media company
21
for a period of one year from such termination date.
22
Pando retains the right to host a conference during the Bonnaroo
23
Music festival.
24
14.
In 2015, Bonnaroo is scheduled to be held on June 11-14.
25
15.
Following the termination of the Agreement, both Pando and LaunchTN
26
within
the
southeastern,
regional
target
market
of
In addition,
announced competing conferences to take place in Nashville in 2015.

16.
27
On or about December 1,2014, Pando announced the inaugural event for
28 its new flagship conference, Pando land, which would be independently produced by
1073157
3
COMPLAINT
1 Pando. The event is scheduled to be held between June 15-17,2015, in Nashville,

2 Tennessee, and will focus on entrepreneurship and technology from across the United
3 States. Pandoland will start the day after the Bonnaroo music festival ends.
17.
On or about January 6,2015, LaunchTN announced its conference
5 entitled 36/86, which represents the latitude and longitude of Nashville. 36/86 is
6 scheduled to take place on June 8-10,2015 - two weeks before Pandoland, one week
7 prior to Bonnaroo and within a year of the termination of the Agreement - and will
8 focus on Southeastern United States culture, technology and entrepreneurship.
18.
The press release LaunchTN issued on January 6 also announced that its
10 media partners for 36/86 included not only a regional entity, Silicon Prairie News, but
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On January 6,2015, Pando's counsel called to inform LaunchTN's
13 counsel that Pando considered the partnership with TechCrunch to be in clear
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14 violation of the Agreement. On January 12,2015, Launch TN's counsel said it did not
15 view its arrangement with TechCrunch as a partnership. However, TechCrunch's core
16 business includes competing with Pando in hosting such events, its editors will be
17 performing the same roles Pando and Lacy performed such as conducting on-stage
18 interviews, and a local journalist has described the relationship as a "partnership."
19
IV.
20
FIRST CLAIM FOR RELIEF
21
(Breach of Contract)
22
20.
Pando realleges and incorporates by reference the preceding paragraphs
23
of the Complaint.
24
21.
On September 20,2013, the Parties entered into the Agreement related to
25 the 2014 Southland Conference.

26
22.
Pando performed all of its obligations under the Agreement.
27
23.
Following the Parties' termination of the Agreement in October 2014,
28 LaunchTN breached the Agreement.

1073157
Specifically, Section 6.6(b) of the Agreement

4
COMPLAINT
1 expressly prohibits LaunchTN from, within a year of the termination date of the
2 Agreement, hosting a conference within the southeastern United Stated the week prior
3 to the Bonnaroo music festival if LaunchTN partners with another national media
4 company to host the conference.
24.
In direct violation of Section 6.6(b), LaunchTN announced on January 6,
6 2015, that it had partnered with TechCrunch to host its 36/86 conference, scheduled to
7 take place between June 8-10, 2015, which is the week prior to the Bonnaroo music
8 festival. Because LaunchTN partnered with TechCrunch to host a conference in the
9 southeast the week prior to Bonnaroo within one year of the termination of the
10 Agreement, LaunchTN materially breached the terms of the Agreement.
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As a direct and proximate result of Launch TN's breach of the Agreement
12 - by replacing Pando with a direct competitor, TechCrunch, as its media partner for a
13 technology conference the week before Bonnaroo - LaunchTN has and will damage
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14 Pando by, inter alia, damaging Pando's goodwill and diverting to LaunchTN ticket
15 and other revenue that otherwise would have gone to Pando in an amount that exceeds
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16 the jurisdictional limit of this Court but which will be difficult to calculate with a
17 reasonable degree of certainty and will not adequately compensate Pando.
26.
18
In the absence of preliminary and permanent injunctive relief maintaining
19 the status quo established by the Agreement, Pando will suffer irreparable injury. If
20 LaunchTN is not enjoined from partnering with TechCrunch for the 36/86 conference,
21 monetary damages will be inadequate to compensate Pando for its loss of goodwill
22 resulting from the public impression that LaunchTN replaced Pando with TechCrunch
23
as its national media partner for what LaunchTN in its press release announcing 36/86
24
described as "the successor to Southland."
25
ordered to cure the breach by moving the 36/86 conference to a date other than the one
Alternatively, LaunchTN should be
26 week this year - the week before Bonnaroo - during which LaunchTN is prohibited
27
from partnering with a national media company like TechCrunch.
28
1073157
5
COMPLAINT
PRAYER FOR RELIEF
WHEREFORE, Pando prays for judgment against LaunchTN as follows:
1.
For preliminary and permanent injunctive relief;
2.
For compensatory damages according to proof;
3.
For attorneys' fees to the extent permitted by law and the Agreement;
4.
For costs of suit; and
5.
For such other and further relief as may be just and proper.
8 Dated: January 22, 2015
Respectfully submitted,
BRYAN CAVE LLP
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By:/s/ Roger Myers

Roger Myers
Katherine Keating
Bradley Dugan
12
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Attorneys for Plaintiff

PANDOMEDIA, INC.
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1073157
6
COMPLAINT
DEMAND FOR JURy TRIAL
1
2
PlaintiffPandoMedia,
3
4
Inc., a Delaware corporation, by and through its attorneys
of record, hereby demands a trial by jury.
5
6 DATED: January 22,2015.
Respectfully submitted,
BRYANCAVELLP
8
By: /s/ Roger Myers
Roger Myers
Katherine Keating
Bradley Dugan
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Attorneys for Plaintiff

PANDOMEDIA, INC.
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1073157
7
COMPLAINT
Exhibit A
SOUTHLAND
COLLABORATION
AGREEMENT
This Southland Collaboration Agreement ("Agreement") is made between PandoMedia, Inc.,

a Delaware corporation ("Pando"), and Tennessee Technology Development Corporation, a
Tennessee non-profit corporation doing business as Launch Tennessee ("LaunchTN").
WHEREAS, Pando is a media outlet and web publication offering technology news, analysis,
and commentary, with a focus on Silicon Valley and startup companies; and
WHEREAS, LaunchTN is a public-private partnership focused on supporting the development of
high-growth companies in the State of Tennessee with the ultimate goal of fostering job creation
and economic growth; and
WHEREAS, LaunchTN has an interest in working cooperatively with worthy, aligned
organizations to support projects that will enhance LaunchTN's mission and purposes; and
WHEREAS, LaunchTN would like to collaborate with Pando in connection with the Southland
Technology & Southern Culture Conference as described in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties
agree as follows:
1.
Southland
Technology
& Southern Culture Conference
1.1 Southland.
Pando and LaunchTN will carry out the development, promotion,

programming, funding and sale of sponsorships for and related to the Southland
Technology & Southern Culture Conference ("Southland"). Without intending to
limit collaboration between or input from either of the parties, each party will assume
primary responsibility for the aspects of Southland specified below:
a.
LaunchTN Primary Responsibilities:

i.
ii.
iii.
iv.
v.
vi.
vii.
viii.
b.
Event Logistics;
Startup Recruitment and Communication;
Regional Investor Recruitment;
BBQ and/or Whiskey Competition;
Southeastern Artisans and Marketplace;
Regional Sponsor Sales;
Dedicated Southland Headcount for 10 Months; and
$225,000 in Funding.
Pando Primary Responsibilities:

i.
Ii.
iii.
iv.
v.
vi.
vii.
Conference Programming (Speakers and Content);

Startup Marketing;
PR/Marketing;
Media Recruitment;
National Sponsor Sales;
National Investor Recruitment; and
$75,000 in Speaker Benefits/Funding.
LaunchTN and Pando will collaborate to review Southland Materials (as defined
below) developed under this Agreement according to each party's standard policies
and quality review of content. As such, whether fulfilling its primary responsibilities
identified above or whether pursuing joint, collaborative efforts, each party shall
provide the other party the opportunity to review, offer input with respect to and
I
ButierSnow 17721214v1
mutually approve of such Southland Materials; provided, however, in the event the
matter pertains to such party's primary responsibilities identified under Section 1.1(a)
or (b) above, the other party shall use reasonable best efforts to review and offer input
in a timely manner and in no event longer than 3 days after receiving the opportunity
to provide input. If the primarily responsible party does not receive input within such
3-day period from the other party, then the primarily responsible party may execute
the matter in the manner it desires, so long as it is consistent with the summary
description of Southland set forth on the attached Exhibit A to this Agreement.
1.2
Disclosure of Involvement. Each of Pando's and LaunchTN's involvement with

Southland will be disclosed in Southland Materials.
1.3
Endorsement/Conflicts.
Each of Pando's and LaunchTN's service marks and
trademarks may be included on Southland Materials in accordance with Article 4
below. Unless expressly prohibited herein, nothing in this Agreement is intended
to prevent Pando from engaging in other similar projects outside the southeastern,
regional scope of Southland during the term of this Agreement.
1.4
Insurance. At all times during the term of this Agreement each of Pando and
LaunchTN will maintain in force commercial liability insurance in the type and amount
appropriate and customary for the conduct of business similar in nature to the one in
which each respectively is engaged and as co-producers of Southland.
Funding
2.
2.1
Compensation. Each of Pando and LaunchTN will receive compensation for the
performance of its obligations under this Agreement in accordance with the terms of
this Agreement and as specified on Exhibit A. Any additional funding will be provided
by either party only to the extent approved by both parties in writing in advance and at
its sole discretion.
2.2
Terms of Payment. Other than with respect to National Sponsorship Sales (described
further below), LaunchTN will be desiqnated as the recipient of and will receive all
Southland ticket sales, sponsorships sales and other Southland revenues. LaunchTN
will be responsible for payments to all vendors and third-party expenses related to
Southland. With respect to all revenues received, each of Pando and LaunchTN will
provide the other party a monthly accounting of all revenues received and expenses
paid. Each of Pando and LaunchTN will make all required payments as reflected
on Exhibit A to the other party pursuant to a schedule of revenue distribution agreed
upon by both parties within ninety of the last day of the event.
a.
Exhibit B identifies sponsorship sources of LaunchTN that are excluded from

National Sponsorship Sales ("National Sponsorship Exclusions"). The revenues
generated from all National Sponsorship Sales, other than from sales to National
Sponsorship Exclusions, shall be received and collected by Pando.
b.
Neither party shall sell category exclusives without the written permission of
the other party. In the event, however, that a category exclusive is granted
(example, "Official Airlines of Southland"), LaunchTN and Pando will split evenly
the revenue derived from such sponsorship.
2
ButlerSnow 17721214v1
2.3
3.
Reconciliation. Each of Pando's and LaunchTN's individual funding and revenues

raised will be used solely for the purpose of funding Southland, consistent with this
Agreement as reflected on Exhibit A. Each party will have a right to access, review
and request copies of documentation supporting the revenues received and/or
expenses paid by either party.
Ownership of Materials
3.1
Pre-Existing Materials. Each Party will retain all copyrights in all copyrightable works
in existence prior to the Effective Date ("Pre-existing Materials"). Each Party will
specifically identify to the other in writing any Pre-Existing Materials proposed for use
in connection with Southland.
3.2
Southland Materials. Other than the Pre-existing Materials, each of Pando and
LaunchTN will share joint rights to all materials provided or created pursuant to this
Agreement, including the copyright in all copyrightable works provided or created
pursuant to this Agreement ("Southland Materials"). Accordingly, each of Pando
and LaunchTN may use, copy, publish or distribute Southland Materials in its sale
discretion for any lawful purpose in furtherance of Southland. In any event, no license
or other use will be granted to any party other than LaunchTN or Pando, as reflected
herein.
3.3
Ownership of Materials. The parties each represent and warrant that the materials
created or provided by it in connection with Southland will be its original and
unpublished work, or, if applicable, that the providing party owns all right, title and
interest in the materials; and that it has the sale and exclusive right to dispose of the
materials and grant the rights granted under this Agreement, and that the materials
will contain no defamatory or unlawful matter.
4.
Service Marks and Trademarks
4.1
pando Service Marks. LaunchTN acknowledges Pando's ownership of the Pando

name and/or logo and other marks used by Pando (the "Pando Service Marks").
No title to or ownership of the Pando Service Marks, or any part thereof, is hereby
transferred to LaunchTN. LaunchTN agrees that all uses of the Pando Service Marks
will inure to the benefit of Pando and that LaunchTN will acquire no rights, interests,
or goodwill in the Pando Service Marks.
4.2
License. Pando hereby grants LaunchTN a limited, non-exclusive, non-transferable

license to display the Pando Service Marks only in connection with Southland, and in
accordance with the terms and conditions of this Agreement. Pando must expressly
consent to any use other than in connection with Southland in writing; such consent
will not be unreasonably withheld.
43
Termination. Upon termination of use of Southland Materials, LaunchTN will cease

any and all use of the Pando Service Marks.
4.4
LaunchTN Trademarks.
Pando acknowledges LaunchTN's ownership of the
"Southland" name and logo, product names and logos, and other marks used by
LaunchTN in conjunction with its distribution of goods and services, hereinafter
"LaunchTN Trademarks." No license, title to or ownership of LaunchTN Trademarks,
or any part thereof, is hereby transferred to Pando or its sub-Iicensee(s). Pando
3
agrees that all uses of the LaunchTN Trademarks will inure to the benefit of
LaunchTN and that Pando and its sublicense will acquire no licenses, rights, interests,
or goodwill in the LaunchTN Trademarks.
5.
Representations
and Warranties
5.1
Southland Materials. Each of Pando and LaunchTN represents and warrants that
it will not alter or supplement Southland Materials already developed in any manner
other than in accordance with Section 1.1.
5.2
Arm's Length Negotiation. Each of Pando and LaunchTN represents and warrants to
the other that this Agreement has been negotiated in an arm's-length transaction.
Term and Termination
6.
6.1
Term. This Agreement will be effective upon the latest date of execution by a party
hereto (the "Effective Date") and will continue in effect until the second anniversary of
the Effective Date, unless earlier terminated in accordance with this Agreement (the
"Term"). The Term of this Agreement may be renewed and extended for successive
one-year terms, if agreed to in writing by the parties 30-days in advance of the end of
the Term or any successive renewal term, if applicable.
6.2
Exclusivity. The parties understand and agree that for purposes of this Agreement,
the "Southeast Region" means and shall consist of the following states: Alabama,
Arkansas, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina,
South Carolina, Tennessee, Texas, Virginia and West Virginia. As a condition of
this Agreement, Pando agrees to exclusively produce in the Southeast Region the
Southland conference or another multiple day technology conference in Tennessee
for the term of this Agreement and for a period of three-years after termination of this
Agreement so long as Pando is still an independent operating entity. For purposes of
clarity, the parties further agree that the exclusivity provision in this Section 6.2 does
not:
6.3
a.
preclude Pando from producing another multiple day conference in regions of

the U.S. outside the Southeast Region or internationally;
b.
preclude Pando from holding one-day events, such as "Pando Monthlies" or

other one-day promotional events in the Southeast Region; or
c.
prohibit Pando or its employees from participating or covering other events in

the Southeast Region.
Modifications.
a. Each of Pando and LaunchTN will have the opportunity to modify any of the terms
of this Agreement with respect to revenue, expense or responsibility if agreed to
by the other party within 3D-days of the first anniversary following the Effective
Date. If neither party elects to pursue such modification, the existing terms of this
Agreement will remain in effect for the duration of the Term.
4
b. Notwithstanding the foregoing, if the Southland 2014 event does not result in at
least $350,000 in gross revenues generated from collective sponsorships and
ticket sales, both parties to agree to re-evaluate the terms of this Agreement
within so-days of the event in good faith and use commercially reasonable efforts
to modify the terms of this Agreement for and on behalf of the best interest of, and
the future success and improvement of, the continued viability of Southland.
7.
6.4
Breach.
Either party may terminate this Agreement if the other party materially
breaches any term or condition of this Agreement and fails to cure such breach within
thirty (30) calendar days after receipt of written notice of such breach by the other
party.
6.5
Termination.
Either party may terminate this Agreement without cause upon ten (10)
days prior written notice to the other party within the 6-months after the Southland
event. Neither party may cancel this agreement within the 6-months prior to the next
Southland event.The party terminating under this Section 6.5 will provide funding
to the other party for non-cancelable expenses and services completed by such
non-terminating party up to the date of such prior written notice and to the extent
consistent with this Agreement.
6.6
Effects of Termination.
a.
Unless otherwise mutually agreed to by both parties, if either party for any
reason terminates this Agreement, both parties will be precluded from use of the
"Southland" branding, other than the right each has to identify itself as a "CoProducer" of Southland.
b.
In the event this Agreement is terminated by either party, each party understands
and agrees that, as between Pando and LaunchTN or any of their successors
or affiliates, LaunchTN retains the right to host a conference within the
southeastern, regional target market of Southland held the week prior to the
Bonnaroo Music festival so long as LaunchTN does not partner with another
national media company for a period of one year from such termination date.
In addition, Pando retains the right to host a conference during the Bonnaroo
Music festival.
c.
In the event that either party becomes insolvent or agrees to no longer participate
in the production or promotion of a technology, entrepreneur
or investor
focused conference in the Southeast Region, the other party shall retain full
ownership, usage and branding rights to Southland. Furthermore, in the event
that LaunchTN dissolves as an entity, LaunchTN shall transfer its rights to the
"Southland" name and logo to Pando.
d.
Upon the occurrence of any event effecting termination, each party will agree to
settle any outstanding debts or owed revenues between the two parties within
60-days of such termination.
Obligations owed to any vendor or other thirdparty will be consistent with the primary responsibility allocation in effect at the
time of such termination.
Indemnification
5
7.1
Indemnification by LaunchTN. LaunchTN will indemnify, defend and hold Pando, its
affiliates, officers, directors, agents and employees harmless against any and all third
party losses, liabilities, costs, actions, claims and other obligations and proceedings,
including any reasonable attorney's fees incurred in connection therewith which, may
arise or result in any way from:
a. the gross negligence or intentional misconduct of LaunchTN, its employees,
agents and/or subcontractors in carrying out its obligations under this
Agreement; and
h. claims of copyright or trademark infringement arising out of Pando's proper use
of LaunchTN Trademarks.
7.2
Indemnification by Pando. Pando will indemnify, defend and hold LaunchTN, its
affiliates, officers, directors, agents and employees harmless against any and all third
party losses, liabilities, costs, actions, claims and other obligations and proceedings,
including any reasonable attorney's fees incurred in connection therewith which, may
arise or result in any way from:
a.
the gross negligence or intentional misconduct of Pando, its employees, agents

and/or subcontractors in carrying out its obligations under this Agreement; and
b.
claims of copyright or trademark infringement arising out of LaunchTN's proper

use of Pando Service Marks.
Miscellaneous
8.
8.1
Assignment. This Agreement may not be assigned by either party without the prior
written consent of the other party.
8.2
No Agency. Each of the parties is an independent business entity and, as such,

neither party may represent itself as an employee, agent, or representative of the
other; nor may it incur any obligations on behalf of the other party which are not
specifically authorized in this Agreement.
8.3
Amendment. No amendment of this Agreement will be binding or enforceable on

either party hereto unless in writing signed by both parties.
8.4
Waiver. Any failure or delay by either party in exercising any right or remedy will not
constitute a waiver. The waiver of any default will not waive a subsequent default of
the same or different type.
8.5
Invalidity. Should any part, term, or provision of this Agreement be declared to be

invalid, void, or unenforceable, all remaining parts, terms, and provisions hereof will
remain in full force and effect, and will in no way be invalidated, impaired or affected
thereby.
8.6
Choice of Law. This Agreement will be governed by the laws of the State of
Tennessee without regard to its conflict of laws provision.
'
8.7
Survival. Section 1.3, Section 1.4, Article 3, Article 4, Article 6, Article 7 and Article 8
will survive termination of this Agreement.
6
Bu!lerSnow 17721214v1
8.8
Entire Agreement.
This contract contains the entire agreement between the parties
relating to the subject matter of this Agreement, and supersedes all prior written and
oral communications between the parties.
SIGNATURE
PAGE FOLLOWS
7
ButierSnow 17721214v1
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized
officers or representatives on the date set forth below.
PandoMedia, Inc.
Tennessee Technology Development Corporation

d/b/a Launch Tennessee
Name:
Title:
Date:
~S~a~ra~h~L~a~c~y~-----C__E_O
September 20, 2013
7
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property name.
Exhibit A
Southland and Budget and Compensation
Plan
Southland Conference Summary Description:

The Southland conference is comprised of technology talks; startup pitching competitions;
a regional marketplace of startups, retailers, makers and distillers, as well as live music
performances associated with the conference.
The conference will take place for 2-3 days the week before the Bonnaroo Music Festival in
Nashville, TN in a venue to be named.
Budget and Compensation Plan:

It is the parties' expectation that for the first year of this agreement, expenses will be a minimum
of $300,000. Should expenses exceed that amount, the parties will have 7-days to approve an
extension of expenses with an agreement on how the parties will pay for the extension above
their committed levels.
There are a number of revenue products being sold in association with the Southland
conference and sold by the companies based on the responsibility distribution outlined in
this Agreement. Any additional revenue streams created in association with the Southland
conference will be incorporated into this agreement with revenue sharing terms mutually agreed
upon as they arise.
Following is the revenue share distribution by revenue product:
Pando: _
Premium tix: 80%
Entre tix: 50%
Culture tix: 20%
National sponsor: 80%
Regional sponsor: 20%
LaunchTN:
Premium tix: 20%
Entre tix: 50%
Culture tix: 80%
National sponsor: 20%
Regional sponsor: 80%
The first $150,000 generated from any of the Southland revenue products will go to LaunchTN
in recognition of LaunchTN's majority funding contribution. After the initial $150,000 is paid,
subsequent payments will be trued-up to reflect the gross revenue share percentages as
reflected in this Exhibit A and any other amendments to the Agreement.
Additionally, Pando will work with LaunchTN to provide discounted promotional marketing units
on pandodaily.com over the Term of the Agreement. The discount, units and agreed upon
value will be determined following Pando's next re-design, anticipated to occur January 2014.
The parties also understand and agree that neither party shall promote, offer or accept
sponsorships (either National or Regional) on a basis different from the mutually agreed-upon
sponsorship packages established by the parties without first obtaining the other party's consent
which shall not be unreasonably withheld.
LaunchTN's
1.
2.
3.
4.
5.
6.
7.
8.
9.
Nissan
Volkswagen
CNN
FedEx
Coca Cola
Eastman
American Airlines
Dell
IndieGogo
Exhibit B
National Sponsorship
Exclusions

PandoMedia Vs LaunchTN

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Case3:15-cv-00318 Document1 Filed01/22/15 Page1 of 19

1 Roger Myers (SBN 146164}

FOR THE NORTHERN

12 PANDOMEDIA, INC., a Delaware

Case3:15-cv-00318 Document1 Filed01/22/15 Page2 of 19

JURISDICTION AND VENUE

4 basis of diversity of citizenship pursuant to 28 U.S.C. 1332(a)(2) because it is a civil

Venue is proper in this Court pursuant to 28 U.S.C. 1391(b) because (1)

Plaintiff Pando is a corporation organized and existing under the laws of

25 with an emphasis focused on Silicon Valley and start-up companies.

Defendant LaunchTN is a non-profit corporation organized and existing

Case3:15-cv-00318 Document1 Filed01/22/15 Page3 of 19

LaunchTN started the Southland Technology & Southern Culture

According to its 2013 Annual Report, LaunchTN received $140,000 in

On or around September 20,2013, Pando and LaunchTN entered into an

22 agreement entitled "SOUTHLAND COLLABORATION AGREEMENT" (the

correct copy of the Agreement is attached hereto as Exhibit A and incorporated by

25 reference into each and every paragraph of this Complaint.

Pursuant to the terms of the Agreement, Pando and LaunchTN agreed to

collaborate on the development, promotion, programming, funding and sale of

sponsorships for and related to the Southland Conference for 2014.

Case3:15-cv-00318 Document1 Filed01/22/15 Page4 of 19

In the event this Agreement is terminated by either party, each party

understands and agrees that, as between Pando and LaunchTN or any

of their successors or affiliates, LaunchTN retains the right to host a

as Launch TN does not partner with another national media company

for a period of one year from such termination date.

Pando retains the right to host a conference during the Bonnaroo

In 2015, Bonnaroo is scheduled to be held on June 11-14.

Following the termination of the Agreement, both Pando and LaunchTN

announced competing conferences to take place in Nashville in 2015.

On or about December 1,2014, Pando announced the inaugural event for

Case3:15-cv-00318 Document1 Filed01/22/15 Page5 of 19

1 Pando. The event is scheduled to be held between June 15-17,2015, in Nashville,

On or about January 6,2015, LaunchTN announced its conference

On January 6,2015, Pando's counsel called to inform LaunchTN's

13 counsel that Pando considered the partnership with TechCrunch to be in clear

FIRST CLAIM FOR RELIEF

Pando realleges and incorporates by reference the preceding paragraphs

On September 20,2013, the Parties entered into the Agreement related to

25 the 2014 Southland Conference.

Pando performed all of its obligations under the Agreement.

Following the Parties' termination of the Agreement in October 2014,

28 LaunchTN breached the Agreement.

Specifically, Section 6.6(b) of the Agreement

Case3:15-cv-00318 Document1 Filed01/22/15 Page6 of 19

In direct violation of Section 6.6(b), LaunchTN announced on January 6,

As a direct and proximate result of Launch TN's breach of the Agreement

In the absence of preliminary and permanent injunctive relief maintaining

described as "the successor to Southland."

Alternatively, LaunchTN should be

from partnering with a national media company like TechCrunch.

Case3:15-cv-00318 Document1 Filed01/22/15 Page7 of 19

PRAYER FOR RELIEF

WHEREFORE, Pando prays for judgment against LaunchTN as follows:

For preliminary and permanent injunctive relief;

For compensatory damages according to proof;

For costs of suit; and

8 Dated: January 22, 2015

BRYAN CAVE LLP

By:/s/ Roger Myers

Attorneys for Plaintiff

Case3:15-cv-00318 Document1 Filed01/22/15 Page8 of 19