ZL Technologies, Inc. v. Western & Southern Financial Group, Inc.

I. BACKGROUND

23 A. The Ohio Action 24 On December 26, 2014, W&S and ZL entered into a master software license agreement (the 25 “Agreement”) and a corresponding statement of work (the “SOW”). ECF 15-1, Declaration of Brent 26 Craft (“Craft Decl.”), Ex. B, ¶ 3. W&S and ZL had a dispute about their rights and obligations under 27 the Agreement and the SOW. Craft Decl., Ex. C, Ex. 1; Craft Decl., Ex. D, Ex. 3. On August 2, 1 2024, Mike Vogel, a W&S VP, emailed ZL requesting the companies “amicably maintain the 2 existing business relationship until the end of the current contract term in March of 2025.” Craft 3 Decl., Ex. D, Ex. 3. This request sought to “avoid the time and costs associated with any 4 disagreements over [the companies’] respective contractual obligations.” Id. On November 15, 5 2024, W&S sent ZL an official notice (the “Termination Notice”) terminating the Agreement before 6 it renewed for another year. Craft Decl., Ex. E, ¶ 4. 7 On November 19, 2024, ZL sent W&S a Preservation of Evidence Notification through its 8 counsel. Craft Decl., Ex. E, Ex. 2. In the notification, ZL stated that it anticipated filing a lawsuit 9 …