FP 38823217.3

IN THE UNITED STATES DISTRICT COURT FOR

THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

__________________________________________

:

FIDELITY BROKERAGE SERVICES LLC, :

900 Salem Street :

Smithfield, RI 02917, :

:

Plaintiff, :

:

v. : CASE NO.: 1:20-cv-02133

:

JENNIFER TAYLOR, :

606 Prairie Avenue :

Glen Ellyn, IL 60137, and :

:

FAIRHAVEN WEALTH MANAGEMENT, :

LLC :

104 E. Roosevelt Road :

Suite 100 :

Wheaton, IL 60187, :

:

Defendants. :

AMENDED COMPLAINT

Plaintiff Fidelity Brokerage Services LLC (“Fidelity”) files this Amended Complaint 

against Defendants, its former employee Jennifer Taylor (“Taylor”) and her new employer 

Fairhaven Wealth Management, LLC (“Fairhaven”) (collectively “Defendants”). Taylor has used 

and misused Fidelity’s confidential and trade secret customer information, which she obtained 

knowledge of and access to only as a result of her employment with Fidelity, to solicit Fidelity 

customers to transfer their Fidelity accounts to her at Fairhaven. Further, not only has Taylor taken 

and misused Fidelity’s confidential customer information but she shared that confidential, trade 

secret customer information with Fairhaven and its employees for the specific purpose of enabling 

Fairhaven personnel to misuse it. Fairhaven employees then did exactly that, using Fidelity’s 

customer information to aggressively and systematically solicit Fidelity customers to transfer their 

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investment management business to Taylor at Fairhaven. Taylor’s conduct violates her 

Employment Agreement with Fidelity, and Fairhaven has tortiously interfered with that contract. 

Both Defendants have misappropriated and misused Fidelity’s trade secret customer information 

in violation of Illinois law and the Defend Trade Secrets Act. Defendants have engaged in unfair 

competition and conspired to take and misuse Fidelity’s information in order to divert Fidelity’s 

customers to their firm. 

PARTIES, JURISDICTION AND VENUE

1. Plaintiff Fidelity Brokerage Services LLC is a Delaware Limited Liability 

Company, whose sole member is Fidelity Global Brokerage Group, Inc., a corporation organized 

and existing under the laws of Massachusetts with its principal place of business located in Boston, 

Massachusetts. Fidelity is a member firm of FINRA.

2. Defendant Jennifer Taylor is a former Vice President, Financial Consultant of 

Fidelity’s Oak Brook, Illinois office. She is an adult citizen and resident of Illinois. Taylor was

registered with FINRA during her employment with Fidelity.

3. Fairhaven Wealth Management, LLC is an Illinois Limited Liability Company, 

with a principal place of business located in Wheaton, Illinois.

4. This Court has original jurisdiction over this action pursuant to 28 U.S.C. § 1331, 

as this matter involves a cause of action arising under the Federal Defend Trade Secrets Act 

(“DTSA”), 18 U.S.C. §§ 1831 et seq. See 18 U.S.C. § 1836(c) (West 2017) (“The district courts 

of the United States shall have original jurisdiction of civil actions brought under this section.”). 

This Court has supplemental jurisdiction over the breach of contract and other state law claims 

herein pursuant to 28 U.S.C. § 1367 because the claims are so related to the DTSA claim for which 

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this Court has original jurisdiction that they form part of the same controversy. Notably, both 

Defendants used Fidelity’s trade secret customer information to solicit Fidelity customers.

5. This Court also has jurisdiction over this action pursuant to 28 U.S.C. § 1332 as 

the parties are of diverse citizenship and the amount in controversy exceeds $75,000.00, exclusive 

of interest and costs. Indeed, Defendants’ conduct threatens approximately 425 Fidelity client 

households, representing in excess of $1.18 billion in client assets under Fidelity management. 

Through their illegal conduct, Defendants have already diverted almost $60 million in client assets 

to Taylor at Fairhaven.

6. Venue is proper in this District because (a) Taylor lives and works in this District, 

(b) most or all of the conduct alleged in this Amended Complaint occurred within this District, and 

(c) Fairhaven conducts business in this District.

NATURE OF THE CASE

7. Taylor, a former Fidelity Vice President, Financial Consultant, has used Fidelity’s 

confidential and trade secret customer information, that she had access to solely by virtue of her

employment with Fidelity, to unlawfully solicit Fidelity customers to transfer their business to her

new firm. Taylor has also shared Fidelity’s confidential and trade secret customer information 

with Fairhaven, and Fairhaven personnel used that information to further aggressively solicit 

Fidelity customers to transfer their investment management business to Taylor and Fairhaven. 

Defendants’ illegal conduct has resulted in almost the investment management business for more 

than $60 million in Fidelity customer assets being diverted to Taylor and Fairhaven. 

8. On March 6, 2020, Taylor resigned from Fidelity and immediately thereafter joined 

Fairhaven Wealth Management, a registered investment adviser firm (RIA), and began providing

competing services. 

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9. In connection with her resignation, Taylor was sent a letter from Fidelity’s HR 

department reminding her of her post-employment obligations pursuant to her Employee

Agreement, and enclosing a copy of her Employee Agreement. A copy of the March 14, 2020

letter is attached to the Declaration of Scott Marshall as Exhibit F. 

10. Despite her post-employment obligations, since Taylor resigned she has 

aggressively and blatantly misappropriated Fidelity’s confidential and trade secret customer 

information and used, and continues to use, that information to unlawfully target and solicit 

Fidelity customers to transfer their accounts to her new firm, as set forth more fully below.

11. Fidelity seeks a preliminary injunction requiring Defendants to return to Fidelity 

any and all records and/or documents in any form, received or removed from Fidelity by 

Defendant, containing information pertaining to customers Taylor served or whose names became 

known to Taylor while in the employ of Fidelity, including, but not limited to, any customer list 

or documents replicated or recreated by Taylor from memory or otherwise, and from using 

Fidelity’s confidential and trade secret information concerning Fidelity’s customers. This 

injunctive relief is necessary to end Defendants’ unlawful activities, which include misuse of 

Fidelity’s trade secrets and unfair competition.

12. Fidelity and Taylor are obligated to arbitrate the merits of this dispute consistent 

with the arbitration rules and regulations of the Financial Industry Regulatory Authority 

(“FINRA”) pursuant to FINRA Rule 13200. Accordingly, concurrently with the filing of its 

Motion for a Preliminary Injunction, Fidelity also filed a Statement of Claim with FINRA Dispute 

Resolution, Inc. seeking binding arbitration of the ultimate merits of its dispute with Taylor.

13. Although the merits of the case against Taylor are to be resolved in arbitration 

before FINRA, pursuant to FINRA Rule 13804, Fidelity is required to seek and obtain injunctive 

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relief in a court of competent jurisdiction before an expedited FINRA arbitration is permitted to 

proceed. Preliminary injunctive relief, therefore, is required to preserve the status quo until the 

merits of this case against Taylor can be adjudicated by FINRA.

FACTS COMMON TO ALL COUNTS

Fidelity’s Unique Customer Development Practices

14. Fidelity and its affiliates provide a variety of financial services—such as retirement 

services, investment planning, wealth management, securities execution and clearing, life 

insurance services, and equity services—to Fidelity customers, with whom Fidelity typically 

enjoys significant, long-term relationships. Fidelity offers individual investors a broad assortment 

of trading and cash management features including buying and selling stocks, bonds, options and 

thousands of mutual funds from Fidelity and other well-known fund companies.

15. Fidelity is unique in the retail brokerage field because Fidelity does not have its 

Financial Consultants, such as Taylor, make “cold calls” to persons who have no relationship with 

Fidelity, or who were not referred to Fidelity. 

16. Instead, Fidelity requires its Financial Consultants to develop service relationships 

based upon leads that Fidelity provides. 

17. Fidelity provides leads to its Financial Consultants from two primary sources.

18. First, Fidelity forwards information to its representatives from prospective 

customers who initiate contact with Fidelity either by telephone, over the internet, or in person. 

19. Fidelity and its affiliates devote tens of millions of dollars per year towards

attracting customers to Fidelity’s various businesses in a variety of means. Fidelity arranges to 

publish and broadcast national and local advertisements which invite potential customers to 

contact Fidelity; Fidelity maintains an interactive internet page that allows interested persons to 

establish relationships with Fidelity; Fidelity maintains multiple call centers that prospective 

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customers can use to initiate contact with Fidelity; and Fidelity maintains prominent retail 

locations which prospective customers can visit. 

20. A large portion of Fidelity’s business is derived from this initial customer contact 

that is generated by significant investments of time, labor, and capital by Fidelity.

21. Second, Fidelity forwards information to its representatives regarding customers, 

with whom Fidelity already has a relationship, when those customers experience “triggering 

events,” such as Fidelity 401(k) distributable events, which may lead to interest in Fidelity’s retail 

financial services. 

22. In addition, representatives may be assigned to service customers previously 

serviced by other representatives in certain circumstances, such as if the former representative 

moves, leaves Fidelity, or is promoted to another position. Moreover, Fidelity clients may be 

serviced by multiple Fidelity representatives depending upon the clients’ needs and service 

offerings in which they opt to participate at Fidelity. 

23. A significant portion of Fidelity’s business is derived from servicing the needs of 

Fidelity’s existing customers. 

24. Fidelity’s success in its lead-based approach is based on the typically long-standing 

relationships it enjoys with its customers.

Fidelity’s Trade Secret Customer Information

25. Fidelity’s success with its unique lead-based approach to supporting Financial 

Consultants, such as Taylor, is also directly tied to Fidelity’s trade secret customer information, 

which is among Fidelity’s most important assets. 

26. Fidelity’s trade secret customer data includes not only the names and contact 

information of Fidelity customers, but also includes financial information relating to those 

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customers, such as customer financial statements, investment goals, investment history, assets, 

income, and net worth. 

27. Although certain portions of such information might be publicly available — such 

as an individual’s name or published home telephone numbers — only a limited number of Fidelity 

employees know who among the general public are Fidelity customers who have demonstrated a 

specific need and desire for investment services. 

28. Fidelity developed its customer base through a significant investment of time, labor, 

and capital, as described above. 

29. Fidelity maintains its customer data in confidence, both to preserve Fidelity’s 

competitive advantage in its customer base and to meet customer expectations that Fidelity will 

maintain sensitive, personally identifiable information (including their identity as a customer, 

contact information and financial information) in confidence. 

30. Fidelity derives substantial economic value from preserving its customer data as a 

trade secret. 

31. Although individual customers are periodically subject to random solicitations 

from Fidelity competitors, no competitor can effectively target a set of Fidelity customers and 

address their needs without access to or specific knowledge of Fidelity’s trade secret customer 

data. In this way, maintaining the confidentiality of Fidelity’s trade secret customer data provides 

Fidelity with a significant competitive advantage over its competitors.

Fidelity’s Efforts to Preserve the Confidentiality of Its Customer Data 

32. Fidelity vigilantly preserves its trade secret customer data so that it does not become 

available to competitors who could use the data to divert customers, without the investment of 

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time, labor, and capital that Fidelity made to compile the information. Fidelity does not provide 

its trade secret customer data to competitors. 

33. Fidelity maintains its trade secret customer data on password-protected computers, 

and only employees whose jobs require access to the customer data are provided with such access. 

34. Fidelity maintains and advises its employees of a Global Policy on Information 

Protection that is displayed on Fidelity’s intranet. A true and correct copy of Fidelity’s Global 

Policy on Information Protection is attached to the Marshall Declaration as Exhibit A. Fidelity 

periodically reminds its employees of this policy and provides employees with a Quick Reference 

Card (“QRC”) explaining how to protect specific types of Fidelity confidential information. A 

true and correct copy of Fidelity’s QRC is attached to the Marshall Declaration as Exhibit B. 

35. Fidelity also preserves trade secret customer data by requiring employees, 

including Taylor, to sign Employee Agreements in which each employee agrees not to use or 

disclose Fidelity confidential information, including Fidelity customer information, outside of 

Fidelity, and not to solicit Fidelity customers.

36. Fidelity has been vigilant in protecting its customers’ privacy because most Fidelity 

customers do not want, and have not authorized, Fidelity to share their contact or financial 

information outside of Fidelity. Furthermore, as discussed more fully below, Fidelity is required 

by federal law to prevent the disclosure to third-parties of nonpublic customer information, 

including customers’ contact information and financial information. See 15 U.S.C. § 6801, et seq.; 

17 C.F.R. § 248.1, et seq.

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Taylor Agreed to Protect the Confidentiality of Fidelity’s 

Trade Secret Customer Information and Not to Solicit Fidelity Customers

37. At the time of her resignation on March 6, 2020, Taylor was a Vice President, 

Financial Consultant in Fidelity’s branch office in Oak Brook, Illinois. While working at Fidelity, 

Taylor was assigned clients to service on behalf of Fidelity.

38. In order for Taylor to service the customers’ accounts she was assigned to service, 

Taylor required access to the customers’ confidential personal and financial information. 

39. Taylor specifically acquired access to and knowledge of the names, contact 

information and confidential financial data for numerous Fidelity clients. By the time of her

departure, she had daily access to and had gained knowledge of confidential Fidelity information 

relating to approximately 425 households, representing in excess of $1 billion in client assets under 

Fidelity management. Moreover, throughout her employment at the Oak Brook branch, the 

confidential information to which Taylor was given access was continually updated as clients were 

added, new accounts were opened, client assets and investments changed value, clients’ financial 

goals evolved, and as a result Taylor was provided with ongoing access to a pool of continually 

updated and evolving confidential information about the Fidelity clients she was assigned to 

service. 

40. Fidelity protects its customers’ information by, among other things, requiring each 

employee who will have access to that information to execute a standard Fidelity Employee 

Agreement. 

41. Fidelity records indicate that Taylor executed the Employment Agreement on 

September 20, 1999. Taylor then renewed her commitment to the provisions by signing it again 

on June 30, 2011. Copies of Taylor’s signed September 20, 1999 and June 30, 2011 Employee 

Agreements are attached to the Marshall Declaration as Exhibits C and D.

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42. In her Employee Agreement, Taylor acknowledged the confidentiality of Fidelity’s 

records, including Fidelity’s customer lists and customer information. See Marshall Declaration

Exhibits C and D at ¶ 1. 

43. Taylor promised to use Fidelity’s trade secrets only in the course of her employment 

with Fidelity and not to divulge Fidelity’s trade secrets to third parties. Id.

44. Taylor promised that, upon termination of employment, she would “return all 

company property ... including but not limited to Confidential Information.” Id. at ¶ 3.

45. Taylor also promised that following termination of employment she would not use 

Fidelity’s Confidential Information to solicit Fidelity’s clients. Id. at ¶ 6.

46. Taylor further promised that for a period of one year following termination of her

employment she would not directly or indirectly solicit in any manner or induce or attempt to 

induce any customer or prospective customer with whom she had personal contact or about whom 

she otherwise learned during the course of her employment with the Fidelity. Id.

47. Taylor agreed that any violation of the Employee Agreement—including after her

termination—would cause Fidelity irreparable damage and would entitle Fidelity to seek 

injunctive relief to protect its trade secret customer information. Id. at ¶ 10 (Ex. C) and ¶ 11 (Ex. 

D).

48. As consideration for the Employee Agreements Taylor executed, Fidelity hired her, 

promoted her, provided her with ongoing access to continually updated confidential business 

information, compensated her throughout her employment, and provided her with introductory and 

continuing on-the-job training, and promotions. Fidelity assigned Taylor customers with higher

assets to service on behalf of Fidelity and provided Taylor with leads to enable her to succeed at 

Fidelity. Fidelity further provided Taylor with support services; paid for facilities, computer 

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equipment, market reporting services, and all other business expenses; and registered Taylor with 

the Financial Industry Regulatory Authority and the New York Stock Exchange. Fidelity provided 

Taylor with sales assistance, research, the benefit of Fidelity advertising, goodwill and name 

recognition, access and use of experts in asset management, tax, estate planning and insurance, 

and with promotional marketing and sales support. 

Taylor Misappropriated Fidelity’s Trade Secret Customer Information 

And Is Using It For The Benefit Of Herself and Fairhaven

49. Despite her contractual obligations and her obligations under Illinois law, Taylor

misappropriated Fidelity’s trade secret customer information and has used and continues to use 

Fidelity’s trade secret customer information to solicit Fidelity customers. 

50. Since Taylor resigned from Fidelity, Fidelity has been receiving reports that she—

and personnel of her new firm, Fairhaven, acting on her behalf—have been soliciting Fidelity 

customers to transfer their business to Fairhaven.

51. In fact, one client reported that Taylor solicited him, and set up an appointment for 

him to come meet with her at her new firm, before she even resigned from Fidelity. After Taylor 

resigned, Fidelity representatives were assigned to service the customers that were previously 

serviced by Taylor. In a meeting with the new Financial Consultant, the customer reported that 

during his last meeting with Taylor, while she was employed at Fidelity, she set up a meeting for 

him at her new firm. Taylor also told the client that he would be able to leave his assets at Fidelity 

but Taylor would be able to add her name to their account and provide financial advice. See

Marshall Declaration at ¶ 16.

52. Accordingly, Fidelity’s in-house counsel sent Taylor a letter reminding her of her 

contractual obligations, enclosing a copy of her Employee Agreement, and demanding that she 

cease any further solicitation of Fidelity customers. Fidelity also enclosed an affidavit for her to 

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sign attesting that she did not have, or had returned, any of its customer information. A copy of 

the March 20, 2020 letter is attached to the Marshall Declaration as Exhibit G. 

53. Taylor never responded to the letter and never returned the signed affidavit. See 

Marshall Declaration at ¶ 18

54. Fidelity has since learned that Taylor has continued to use Fidelity’s trade secret 

customer information to aggressively solicit customers to transfer their accounts to her new firm. 

Id. at ¶ 19

55. Since Fidelity’s March 20, 2020 letter to Taylor, another client reported to her new 

Financial Consultant that she received a call from the firm that Taylor joined and the person said 

that she was calling on Taylor’s behalf. The employee from Taylor’s new firm, Fairhaven, then 

asked the Fidelity client to consolidate her assets and transfer them to Taylor at her new firm. The 

client was not happy that someone called her and wanted to make sure that Fidelity was aware that 

this was being done by Taylor and her new firm. Id. at ¶ 20. 

56. Other clients have also reported to Fidelity that Taylor was contacting them about 

doing business with her at her new firm. Id. at ¶ 21. 

57. The only way Taylor could have known that these particular individuals were 

customers of Fidelity and how to contact them is by exploiting the ongoing access she was given 

to Fidelity’s constantly updated confidential and trade secret information, and using her knowledge 

of that confidential information about Fidelity’s clients to identify and target Fidelity clients for 

her own benefit, and the benefit of her new firm.

Taylor Conspired with Fairhaven, Provided Fairhaven With Fidelity Customer 

Information and Fairhaven Further Solicited Fidelity Customers

58. After resigning, Taylor provided a list of Fidelity customers that she serviced on 

behalf of Fidelity to Fairhaven. Fairhaven then shared that information with its personnel. 

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Fairhaven personnel then began initiating contact with the customers on that list and soliciting 

them to meet with Taylor and move their business to Fairhaven. 

59. Fairhaven records show that Fairhaven personnel systematically contacted 

customers previously serviced by Taylor through customer information provided by Taylor.

60. Fairhaven personnel invited Fidelity customers to meet with Taylor at Fairhaven. 

61. A Fairhaven employee called Fidelity customers and told them that Taylor would 

be able to provide better service to them now that she was at Fairhaven.

62. A Fairhaven employee called Fidelity customers and told them that Taylor had a 

whole team behind her now that she was at Fairhaven and that Fairhaven was “known for [its]

customer service!”

63. The reports from Fidelity customers and the evidence obtained in this case to date 

confirm that both Taylor and Fairhaven have misappropriated and misused Fidelity’s trade secret 

information to solicit and divert Fidelity customers to Taylor at Fairhaven.

The Threat of Immediate and Irreparable Harm 

Fidelity Faces from Defendants’ Conduct

64. The theft and misuse of Fidelity’s trade secret customer information to solicit and 

unfairly compete with Fidelity causes Fidelity both monetary and irreparable harm. Defendants’

conduct has and will continue to irreparably harm Fidelity’s relationships with its customers, such 

as by losing goodwill, losing future business or referrals, as well as losing trust and confidence in 

securing inherently-private information, which cannot be calculated with precision and cannot be 

adequately compensated. 

65. Fidelity’s customer information, including the identity of Fidelity customers, is 

also required to be kept confidential under the Gramm-Leach-Bliley Act and its implementing 

regulations. The statute declares, “[i]t is the policy of the Congress that each financial institution 

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has an affirmative and continuing obligation to respect the privacy of its customers and to protect 

the security and confidentiality of those customers’ nonpublic personal information.” 15 U.S.C. § 

6801(a) (2012). The implementing regulation, known as Regulation S-P, prohibits the disclosure 

of so-called “nonpublic personal information” to third parties without consent. 17 C.F.R. § 248.10 

(2017). Nonpublic personal information is defined to include customer lists from financial 

institutions, even if those lists contain only names of Fidelity customers because the identity of an 

individual as being a customer of a particular financial institution is specifically protected by the 

federal regulations. 17 C.F.R. § 248.3(t)(1) (2017); 17 C.F.R. § 248.3(u)(2)(i)(D) (2017). Indeed, 

these regulations also protect a customer’s account information. 17 C.F.R. § 248.3(t)(1); 17 C.F.R. 

§ 248.3(u)(1).

66. Fidelity customers rightfully have an expectation that their confidential contact and 

financial information, such as their identities, contact information, net worth, risk tolerances, 

investment goals, and preferences, will be protected and not misused by departing employees. 

Thus, customers understandably are concerned when former Fidelity employees, such as Taylor, 

have access to their information and are using it to solicit their business to a new and different 

securities firm like Fairhaven.

67. In other words, the damage to Fidelity’s customer relationships has already 

occurred, is ongoing and is incalculable, as Fidelity cannot put a price on the value of its customer 

relationships or the damage caused when Defendants took and improperly misused confidential 

and trade secret customer information on behalf of a competing business. 

68. Based on all the foregoing facts and conduct, Fidelity believes and thereon alleges 

that Defendants prepared to engage in, is engaging in, and plans to continue to engage in the 

following wrongful acts:

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• use and/or disclosure of Fidelity’s trade secret customer information and 

misappropriation of the trade secret information contained in confidential Fidelity 

business records, including specifically the names, addresses, phone numbers, 

and/or other confidential financial information of Fidelity customers;

• transmission verbally, in writing or in another manner for the use of a Fidelity 

competitor, customers’ contact and financial information contained in Fidelity’s 

records; and

• solicitation of Fidelity customers on behalf of Taylor and Fairhaven.

69. Fidelity has been and continues to be damaged, both monetarily and irreparably, by 

the actual and threatened loss of customers and customer goodwill caused by Defendants’

misappropriation and misuse of Fidelity’s trade secret customer information and solicitation of 

Fidelity’s customers in violation of Taylor’s Employee Agreement and in violation of Illinois law. 

70. Denial of injunctive relief would also leave Fidelity vulnerable to the same conduct 

from other employees.

71. Fidelity asks for the Court’s assistance in protecting that information and requiring 

it to be returned to Fidelity.

FIRST CAUSE OF ACTION

(Injunctive Relief – Against All Defendants)

72. Fidelity hereby realleges and incorporates by reference the allegations of the 

Amended Complaint above, inclusive, as though set forth in full.

73. In doing the acts described herein, Defendants have harmed Fidelity by, among 

other things, improperly garnering, retaining, disclosing and utilizing Fidelity’s confidential and 

proprietary information and trade secrets, in violation of federal and Illinois law, to give Taylor a 

competitive edge over Fidelity, attempting to poach Fidelity’s customer accounts, and diminishing 

Fidelity’s reputation and goodwill.

74. Unless the Defendants are enjoined from the foregoing conduct, Fidelity will be 

irreparably harmed by:

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(a) Disclosure of trade secrets, customer lists, and other confidential 

information that is solely the property of Fidelity and its clients;

(b) Loss of confidentiality of clients’ records and financial dealings, loss of 

confidence and trust of clients, loss of goodwill, and loss of business 

reputation; and

(c) Potential future economic loss, which is presently incalculable.

75. Thus, Fidelity is entitled to injunctive relief.

SECOND CAUSE OF ACTION

(Breach of Contract – Against Taylor)

76. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below.

77. Taylor’s Employee Agreements are valid contracts supported by adequate 

consideration.

78. In the Employee Agreements, Taylor acknowledged that as a consequence of her

employment with Fidelity, and in order to assist her in performing the duties of a Financial 

Consultant, Taylor would be given access to Confidential Information about Fidelity’s clients. See 

Exhibits D and E to the Marshall Declaration at ¶1. 

79. Pursuant to the terms of her Employee Agreements, Taylor agreed to keep 

Fidelity’s records, including particularly Fidelity’s customer lists and customer information, 

confidential. Exhibits D and E to the Marshall Declaration at ¶ 1.

80. Taylor promised to use Fidelity’s customer information only in the course of her 

employment with Fidelity and promised not to divulge Fidelity’s customer information to third 

parties such as her new firm. Exhibits D and E to the Marshall Declaration at ¶ 1.

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81. Taylor violated the confidentiality and non-disclosure provisions of her Employee 

Agreements by using Fidelity’s confidential customer information on behalf of herself and 

Fairhaven, including by using that information to solicit Fidelity clients to transfer their business.

82. Taylor also promised to return any of Fidelity’s customer information in her

possession to Fidelity upon termination of her employment. Exhibits D and E to the Marshall 

Declaration at ¶ 3. She instead used that information and provided it to Fairhaven.

83. Taylor sought to circumvent and in fact breached this provision of her Employee 

Agreements by, on information and belief, either taking the Confidential Information, or creating 

or recreating the Confidential Information from memory for competitive use at her new firm. 

84. Taylor also promised that she would not solicit Fidelity customers for a period of 

one year after her termination. Exhibits D and E to the Marshall Declaration at ¶ 6.

85. Taylor breached the non-solicitation provision of her Employee Agreements by 

using her knowledge of Fidelity’s customer information to solicit Fidelity customers to transfer 

their business to Taylor at Fairhaven. 

86. Taylor is violating her contractual obligations and will continue to violate these 

obligations in the future.

87. As a consequence of the foregoing, Fidelity has suffered and will continue to suffer 

irreparable harm for which it lacks an adequate remedy at law, as well as present economic loss 

and other incalculable financial loss.

88. In her Employee Agreement, Taylor expressly agreed that “violation of this 

Agreement will cause irreparable damage” to Fidelity. Exhibits D and E to the Marshall

Declaration at ¶ 10.

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89. Unless Taylor is enjoined from the foregoing conduct, Fidelity will be irreparably 

harmed by:

(a) Disclosure of trade secrets, customer lists, and other trade secret 

confidential information that is solely the property of Fidelity and its customers;

(b) Use of Fidelity’s trade secrets to solicit customers on behalf of a 

competitor;

(c) Loss of confidentiality of clients’ trade secret records and financial 

dealings, loss of confidence and trust of clients, loss of goodwill, and loss of 

business reputation; and

(d) Potential future economic loss, which is presently incalculable.

THIRD CAUSE OF ACTION

(Misappropriation of Trade Secrets in Violation of the Defend Trade Secrets Act 

– 18 U.S.C. § 1831 et seq. – Against All Defendants)

90. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below. 

91. The above-alleged facts constitute actual and threatened misappropriation of trade 

secrets by Defendants in violation of the Federal Defend Trade Secrets Act (“DTSA”), 18 U.S.C. 

§ 1831 et seq., in one or more of the following respects. 

92. Fidelity’s above-described trade secrets, including the contact and confidential 

financial and account information of Fidelity customers, are the subject of reasonable efforts by 

Fidelity to maintain their secrecy and/or confidentiality. Fidelity’s customer information is not 

generally known to the public or to competitors who could profit from its use or disclosure.

93. Defendants have used Fidelity’s customer information without Fidelity’s consent. 

Defendants engaged in this conduct despite the fact that Taylor acquired this information under 

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circumstances giving rise to a duty to maintain the information’s secrecy and limit its use, which 

duty Taylor owed and continues to owe Fidelity as a former agent, employee and representative of 

Fidelity. Fairhaven for its part acquired its access to Fidelity’s trade secrets from Taylor, who 

Fairhaven knew had acquired it under circumstances giving rise to a duty to maintain the 

information’s secrecy, and to limit its use and disclosure to any third party, including especially a 

competitor.

94. Such information is also protected as “non-public” information under federal 

securities Regulation S-P. 17 C.F.R. § 248.3(t)(1); 17 C.F.R. § 248.3(u). Accordingly, Fidelity is 

required by federal statute to ensure that non-public customer contact, financial, and account 

information such as that misappropriated by Defendants is not disclosed to third parties without 

consent. 17 C.F.R. § 248.10.

95. Fidelity derives a significant economic benefit from the above-described trade 

secrets, including a benefit from the fact that its competitors do not have access to this information 

through any proper means. 

96. Fidelity faces an immediate threat of continuing irreparable harm, for which 

Fidelity lacks an adequate remedy at law, from Defendants’ ongoing misappropriation and misuse 

of Fidelity’s trade secret customer information. 

97. Unless Defendants are preliminarily, and thereafter permanently, enjoined from the 

foregoing conduct, Fidelity will be irreparably harmed by:

(a) Disclosure of trade secrets, customer lists, and other trade secret 

confidential information that is solely the property of Fidelity and its 

customers;

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(b) Use of Fidelity’s trade secrets to solicit customers on behalf of a 

competitor;

(c) Loss of confidentiality of clients’ trade secret records and financial 

dealings, loss of confidence and trust of clients, loss of goodwill, and loss 

of business reputation; and

(d) Potential future economic loss, which is presently incalculable.

98. Defendants’ conduct constitutes a willful and malicious misappropriation of 

Fidelity’s trade secrets.

FOURTH CAUSE OF ACTION

(Misappropriation of Trade Secrets and Misuse of Confidential Information in Violation of 

the Illinois Trade Secret Act, 765 Ill. Comp. Stat. 1065 – Against All Defendants)

99. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below.

100. As described above, Fidelity possessed trade secrets, including the contact and 

confidential financial and account information of Fidelity customers, which are the subject of

reasonable efforts by Fidelity to maintain its secrecy and/or confidentiality. 

101. Defendants have used Fidelity’s trade secret customer information without 

Fidelity’s consent. Defendants engaged in this conduct despite having a duty to maintain the 

information’s secrecy and limit its use, or receiving it from a person who had that duty. 

102. Plaintiff derives economic value from this confidential information, due to it not 

being generally known to other persons who could obtain economic value from its disclosure or 

use.

103. Plaintiff has made efforts that are reasonable under the circumstances to maintain 

the secrecy of such information.

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104. Defendants are misusing this information to unfairly compete with Plaintiff and to 

injure Plaintiff’s relationships with its clients and/or divert the investment advisory business of 

such clients to Fairhaven.

105. The disclosure and misuse of such information constitutes a misappropriation of 

trade secrets in violation of applicable law, including the Illinois Trade Secrets Act, 765 Ill. Comp. 

Stat. 1065.

106. Defendants’ conduct constitutes a willful and malicious misappropriation of 

Fidelity’s trade secrets and has caused Plaintiff irreparable harm, loss and damages.

FIFTH CAUSE OF ACTION

(Unfair Competition – Against All Defendants)

107. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below.

108. Defendants’ conduct as described above constitutes an unfair method of 

competition.

109. As a direct and proximate result of Defendants’ conduct, Fidelity has suffered and 

will continue to suffer financial loss, loss of goodwill, and irreparable loss of the confidentiality 

of client information, as well as the loss of proprietary firm information and trade secrets.

SIXTH CAUSE OF ACTION

(Breach of Duty of Loyalty – Against Taylor)

110. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below. 

111. Taylor had, and continues to have, a common law duty of loyalty arising as a result 

of her relationship as an employee, agent and/or representative of Fidelity.

112. Taylor had a confidential relationship with Fidelity.

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113. Taylor is now using for her own benefit the confidential customer information she 

gained as a result of her employment with Fidelity, and is doing so for the improper purpose of 

commercially exploiting that information to enable herself and other Fairhaven personnel to solicit 

Fidelity clients to transfer their investment advisory business to Fairhaven.

114. As a consequence of the foregoing, Fidelity has suffered and will continue to suffer 

irreparable harm, loss and damages.

SEVENTH CAUSE OF ACTION

(Tortious Interference with Existing Business Relations – Against Fairhaven)

115. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below.

116. Defendant Fairhaven either knew or reasonably should have known that Taylor had 

an employment agreement with Fidelity.

117. Fairhaven tortiously interfered with Fidelity’s employment agreements and 

relationship with Taylor by encouraging, assisting and inducing her to breach her agreements by 

taking customer information, disclosing it to Fairhaven, and using it to solicit Fidelity’s customers 

to transfer their accounts to Fairhaven. Fairhaven further instructed and/or permitted its employee 

to misuse that misappropriated information to solicit Fidelity clients on behalf of and in concert 

and participation with Taylor, aiding and abetting Taylor’s breach of her obligations to Fidelity.

118. As a direct and proximate result of Fairhaven’s conduct, Fidelity has suffered and 

will continue to suffer financial loss, loss of goodwill, and irreparable loss of the confidentiality 

of client information, as well as the loss of proprietary firm information and trade secrets. 

EIGHTH CAUSE OF ACTION

(Tortious Interference with Existing Business Relations – Tortious Interference)

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119. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below.

120. Defendants tortiously interfered with Fidelity’s client relationships by planning to 

and in fact soliciting clients to move their accounts to Taylor at Fairhaven, including through the 

wrongful use of Fidelity’s confidential information and trade secrets. 

121. As a direct and proximate result of Defendants’ conduct, Fidelity has suffered and 

will continue to suffer financial loss, loss of goodwill, and irreparable loss of the confidentiality 

of client information, as well as the loss of proprietary firm information and trade secrets. 

122. Fidelity is entitled to preliminary injunctive relief, and thereafter permanent 

injunctive relief, enjoining Defendants from further acts of tortious interference. 

NINTH CAUSE OF ACTION

(Unjust Enrichment – Against All Defendants)

123. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below.

124. Defendants misappropriated Fidelity’s trade secrets and confidential information, 

Taylor violated her Employee Agreements, and both Defendants unfairly competed with Fidelity,

thereby wrongfully benefitting from their actions. 

125. As a result of Defendants’ wrongful and illegal conduct, they have benefitted in the 

form of the diversion of the investment management business of numerous Fidelity customers to 

Taylor at Fairhaven. Also as a result of the Defendants’ wrongful and illegal conduct, Fidelity has 

suffered harm. 

126. Allowing Defendants to benefit from such conduct would be unfair and inequitable, 

and should be prohibited.

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TENTH CAUSE OF ACTION

(Civil Conspiracy – Against All Defendants)

127. The allegations above are incorporated herein by reference with the same force and 

effect as if set forth in full below.

128. Defendants formed and operated a malicious combination with a common purpose 

to injure Fidelity by performing unlawful acts by violating Fidelity’s statutory and common law 

rights as described above.

129. The foregoing conduct was malicious and willful; it was performed with the 

specific intent to injure Fidelity.

130. One or both of the Defendants in fact engaged in several overt unlawful acts, set 

forth above, and conduct violative of Fidelity’s statutory and common law rights as described 

above, causing actual harm to Fidelity.

131. As a consequence of the foregoing, Fidelity has suffered and will continue to suffer 

financial loss, loss of goodwill, and irreparable loss of the confidentiality of client information, as 

well as the loss of proprietary firm information and trade secrets.

PRAYER FOR RELIEF

For the reasons set forth above, Fidelity respectfully requests that the Court grant:

1. Injunctive relief (a) enforcing Taylor’s contractual obligations, and (b) prohibiting 

any further misuse or commercial exploitation by Defendants of Fidelity’s 

confidential trade secret customer information;

2. Injunctive relief ordering Defendants and anyone acting in concert with Defendants

to return to Fidelity (a) any and all records, information and/or documents in any 

form containing information pertaining to customers or prospective customers of 

Fidelity whom Taylor served or whose name became known to Taylor while in the 

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employ of Fidelity, (b) any and all copies of the foregoing, (c) all records, 

information or documents, in any form, created by Taylor, or anyone acting in 

concert with her, based on documents or information that were received or removed 

from Fidelity by Taylor, (d) any list of Fidelity customer names that may have been 

created or recreated by Taylor from memory, and (e) any documents or information

derived from a list created or recreated by Taylor from memory, or derived from 

any of the documents or information described in items (a) through (c) of this 

paragraph 2;

3. Awarding against Fairhaven and in favor of Fidelity (a) compensatory damages, (b) 

punitive damages, (c) exemplary damages as authorized by statute, and (d) 

attorneys’ fees and costs as authorized by statute and/or contract; and

4. Any and all additional relief the Court deems just and equitable under the 

circumstances.

Dated: October 21, 2020 Respectfully submitted,

FISHER & PHILLIPS LLP

/s/ Joel W. Rice 

Joel W. Rice

Franklin Z. Wolf

10 South Wacker Drive, Suite 3450

Chicago, IL 60606

TEL: (312) 346-8061

FAX: (312) 346-3179

jrice@fisherphillips.com

fwolf@fisherphillips.com

Attorneys for Plaintiff

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EXHIBIT A

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FP 37503689.3

IN THE UNITED STATES DISTRICT COURT FOR

THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

__________________________________________

:

FIDELITY BROKERAGE SERVICES LLC, :

:

Plaintiff, :

:

v. : CASE NO.

:

JENNIFER TAYLOR, :

:

Defendant. :

DECLARATION OF SCOTT MARSHALL

I, Scott Marshall, declare pursuant to 28 U.S.C. §1746:

1. I am over the age of 18. All statements in this declaration are based on my personal 

knowledge, or, where indicated, based on my investigation. I submit this Declaration on behalf of 

Plaintiff Fidelity Brokerage Services LLC (“Fidelity”) in support of its Motion for a Preliminary 

Injunction.

2. I am a Vice President/Branch Office Manager for the Oak Brook, Illinois Branch 

Office of Fidelity Brokerage Services LLC (“Fidelity”). 

3. I have been employed by Fidelity for over twenty years. I began my employment 

with Fidelity in February of 2000 and have been the Branch Office Manager for the Oak Brook, 

Illinois Branch Office since 2018. 

4. Prior to her resignation from Fidelity, Defendant Jennifer Taylor (“Taylor”) worked 

as a Vice President, Financial Consultant in Fidelity’s Oak Brook, Illinois Branch Office. In my 

capacity as the Branch Office Manager, I supervise Financial Consultants in the Branch. 

5. As a Financial Consultant at Fidelity, Taylor was assigned to service and manage 

Fidelity’s relationship with a select group of Fidelity’s customers. The customers serviced by 

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Taylor were primarily high net worth households with, on average, over a million dollars in assets 

under management at Fidelity. By the time of her resignation, Taylor had daily access to and had 

gained knowledge of confidential Fidelity information relating to approximately 425 households, 

representing over $1.1 billion in customer assets under Fidelity management.

6. Fidelity vigilantly preserves its trade secret customer data so that it does not become 

available to competitors who could use the data to divert customers, without the investment of 

time, labor, and capital that Fidelity made to compile the information. Fidelity does not provide 

its trade secret customer data to competitors. Fidelity maintains its trade secret customer data on 

password-protected computers, and only employees whose jobs require access to the customer 

data are provided with such access. 

7. Fidelity also maintains and advises its employees of a Global Policy on Information 

Protection that is displayed on Fidelity’s intranet. A true and correct copy of Fidelity’s Global 

Policy on Information Protection is attached hereto as Exhibit A. Fidelity periodically reminds its 

employees of this policy and provides employees with a Quick Reference Card (“QRC”) 

explaining how to protect specific types of Fidelity confidential information. A true and correct 

copy of Fidelity’s QRC is attached hereto as Exhibit B. 

8. Fidelity further protects this confidential information by using various safeguards 

for its computer system on which the information is stored and through which it is constantly 

updated. Employees such as the Defendant require passwords to access the Fidelity computer 

system. 

9. Fidelity additionally preserves trade secret customer data by requiring each 

employee to execute a standard Fidelity Employee Agreement. Fidelity records indicate that 

Defendant Taylor executed Fidelity’s Employee Agreement in September of 1999. A copy of 

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Taylor’s September 1999 Agreement is attached as Exhibit C. Taylor renewed her promises by 

signing off on the Employee Agreement again on June 30, 2011. A copy of Taylor’s June 30, 

2011 Agreement is attached as Exhibit D. 

10. In her Employee Agreements, Taylor acknowledged the confidentiality of 

Fidelity’s records, including Fidelity’s customer lists and customer information, promised that she 

would not use or disclose that information for any reason other than performing her duties on 

behalf of Fidelity, and promised that he would “upon termination ... return all company property 

... including but not limited to Confidential Information.” Exhibits C-D, paragraphs 1, 3.

11. As consideration for these agreements Defendant executed, Fidelity hired, 

employed and promoted Defendant, compensated her throughout her employment, provided her

with introductory and continuing on-the-job training and education, and allowed her to access 

confidential customer information. In addition to assigning customers to Defendant to service, 

Fidelity also provides Financial Consultants, including the Defendant, with the resources to enable 

them to service customers at Fidelity, including support services, market reporting services, 

research, sales assistance, access to and use of experts in asset management, tax, estate planning 

and insurance, and all other requirements necessary to best perform their job for Fidelity’s 

customers. Fidelity also registered the Defendant with the New York Stock Exchange and 

Financial Industry Regulatory Authority (“FINRA”).

12. On Fidelity’s behalf, Taylor had repeated, regular communications with customers. 

As such, like all Financial Consultants, Taylor became the face of Fidelity to the customers she 

was assigned to service and, because of the nature of the interactions, became Fidelity’s direct link 

to these customers. Taylor’s misuse of Fidelity confidential customer information to unfairly 

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compete with Fidelity poses a serious risk to Fidelity’s retention of its business, as well as the 

confidence of its customers. 

13. On March 6, 2020, Taylor resigned from Fidelity, effective immediately, to join 

Fairhaven Wealth Management, LLC (“Fairhaven”), a direct competitor of Fidelity. A true and 

correct copy of her resignation letter is attached hereto as Exhibit E. 

14. At the time that Taylor resigned, she was sent a letter from Fidelity’s HR 

department reminding her of her post-employment obligations pursuant to her Employee 

Agreement and enclosing a copy of the Agreement. A copy of the March 14, 2020 letter is attached 

hereto as Exhibit F. 

15. Since Taylor resigned from Fidelity, we have been receiving reports that she – and 

representatives from her new firm acting on her behalf - have been soliciting Fidelity customers to 

transfer their business to Fairhaven. 

16. In fact, one client reported that Taylor solicited him, and set up an appointment for 

him to come meet with her at her new firm, before she even resigned. After Taylor resigned, 

Fidelity representatives were assigned to service the customers that were previously serviced by 

Taylor. In a meeting with the new Financial Consultant, the customer reported that during his last 

meeting with Taylor, while she was employed at Fidelity, she set up a meeting for him at her new 

firm. Taylor also told the client that he would be able to leave his assets at Fidelity but Taylor 

would be able to add her name to their account and provide financial advice. 

17. Another client reported to her new Financial Consultant that she received a call 

from the firm that Taylor joined and the person said that she was calling on Taylor’s behalf. The 

employee from Taylor’s new firm, Fairhaven, then asked the Fidelity client to consolidate her 

assets and transfer them to Taylor at her new firm. The client was not happy that someone called 

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her and wanted to make sure that Fidelity was aware that this was being done by Taylor and her 

new firm.

18. Other clients also reported to Fidelity that Taylor had been contacting them about 

doing business with her at her new firm. 

19. Accordingly, Fidelity’s in-house counsel sent Taylor a letter reminding her of her 

contractual obligations, enclosing a copy of her Employee Agreement, and demanding that she 

cease any further solicitation of Fidelity customers. Fidelity also enclosed an affidavit for her to 

sign attesting that she did not have, or had returned, any of its customer information. A copy of 

Fidelity’s March 20, 2020 letter to Taylor is attached as Exhibit G. 

20. Taylor never responded to the letter and never returned the signed affidavit. 

21. Fidelity has since learned that Taylor has continued to use Fidelity’s trade secret 

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EXHIBIT A

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Fidelity Enterprise Cybersecurity

Corporate Information Protection Policy

Securing Private and Proprietary Information (SP2I)

Published Date: 3/20/2020

Version: 9.4

Owners: Scott Sabens / Jim Robert / Michele Pittman

Last Review Date: 9/30/2019

Next Review Date: 9/30/2020

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Corporate Information Protection Policy

Fidelity Internal Information Page 2

Contents

I. Summary..................................................................................................................................................................1

Purpose...................................................................................................................................................................1

Scope ......................................................................................................................................................................1

II. Classifying Fidelity Information ..............................................................................................................................1

Fidelity Public Information (Public) ........................................................................................................................1

Fidelity Internal Information (Internal) ..................................................................................................................1

Fidelity Confidential Information (FC) ....................................................................................................................2

Fidelity Highly Confidential Information (FHC).......................................................................................................2

Changing Classification Levels................................................................................................................................2

Reviewing Assigned Classifications.........................................................................................................................2

III. Labeling Fidelity Information.................................................................................................................................2

Forms and Documents............................................................................................................................................2

Websites.................................................................................................................................................................2

Special Circumstances............................................................................................................................................2

Legally Privileged Communications....................................................................................................................2

Information with Mixed Classifications..............................................................................................................2

Unlabeled Information.......................................................................................................................................3

No Label Required..............................................................................................................................................3

Out of Scope Information...................................................................................................................................3

IV. Handling Fidelity Information ...............................................................................................................................3

Avoid Accidental Information Disclosure ...............................................................................................................3

Protect Information on Electronic Media and Portable Devices............................................................................4

Store Information Securely.....................................................................................................................................4

Confidential and Highly Confidential Information Only.....................................................................................4

Additional Precautions When Working Outside the Office................................................................................4

Encrypt Fidelity Information...................................................................................................................................5

Report Known or Suspected Information Loss or Disclosure.................................................................................5

Protect Personal Information.................................................................................................................................5

Secure Physical Devices Outside the Office............................................................................................................6

Hotel Rooms.......................................................................................................................................................6

While Traveling...................................................................................................................................................6

Personal Workspaces.........................................................................................................................................6

V. Disposing of Fidelity Information...........................................................................................................................6

VI. Vendor Use of Personal Information ....................................................................................................................6

VII. Information Protection Roles and Responsibilities..............................................................................................6

Managers................................................................................................................................................................6

Information Security Officers (ISOs).......................................................................................................................7

Information Owners...............................................................................................................................................7

VIII. Additional Resources...........................................................................................................................................7

IX. Contacts.................................................................................................................................................................7

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Corporate Information Protection Policy

Fidelity Internal Information Page 1

I. Summary

Purpose

You are responsible for classifying and labeling the Fidelity information you use or encounter. Proper 

information classification, labeling, and handling are integral to Fidelity's business. By following this policy, you 

help protect Fidelity from legal and financial liability as well as regulatory and reputational risk. 

Assigning the right classification is essential. A too-low classification puts sensitive information at risk. A too-high 

classification, while generally less damaging, can still be harmful since it restricts access and forces you and 

others to take excessive security precautions. If you think something is classified incorrectly, notify the person or 

office from whom you received the information. 

Applying this policy requires both knowledge and judgment on your part. In some cases, it may be appropriate 

to assign a higher classification than a document would otherwise receive. 

Fidelity Enterprise Cybersecurity (ECS) policy is intended to protect the firm in an evolving threat landscape, 

regardless of changes in technology or business practices. Even if specific terminology or scenarios are not part 

of the text, it is expected that you will exercise sound reasoning and judgment to adhere to the intent of stated 

requirements, practices, and implementations in both letter and spirit.

Your business unit (BU) may have additional requirements concerning information security. Understanding and 

following them is your responsibility. Ask your manager or your BU's Information Security Officer (ISO). Some 

non-U.S. companies may have their own versions of this policy; be aware of potential policy differences when 

working with companies in other countries.

Scope

This policy applies to the Fidelity workforce as defined in the Employee Classification Definitions document.

II. Classifying Fidelity Information

You are responsible for making sure that Fidelity Information is accurately labeled with the correct classification. 

Even if a document is already labeled, make sure the classification is correct. Fidelity information must be 

assigned one of the four classifications described below. Classification levels are based on risks to business 

operations and business reputation and the potential for financial loss to Fidelity, associates and customers. For 

examples of each classification, see the Information Protection (SP2I) Policy Quick Reference. 

Fidelity Public Information (Public) 

Public information is intended for general circulation inside and outside Fidelity. Public circulation of the 

information would not expose Fidelity to any reputational risk, financial loss, or competitive disadvantage.

Items classified as Public do not require a SP2I label (although they can be labeled if desired) and they do not 

require any special handling. You must get approval before classifying any information as Public. 

• For marketing materials and items distributed to customers, use the process approved for your BU (e.g., 

eReview) 

• For presentations, publications, and speeches, consult the Global External Communications Policy

• For other items, contact Corporate Legal

Fidelity Internal Information (Internal) 

Fidelity internal information is intended for relatively unrestricted circulation inside Fidelity during the normal 

course of business, including, as appropriate, consultants, vendors, or temporary workers.

Unauthorized access, disclosure, use, or tampering could have a minor adverse effect on the confidentiality or 

integrity of the information, or could otherwise cause minor impact to Fidelity, Fidelity associates or customers.

Within the Internal Information category, computer source code may require more protective measures than 

other types of information. See Protection of Source Code in the Secure Software Development Lifecycle (SSDLC) 

Standard.

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Corporate Information Protection Policy

Fidelity Internal Information Page 2

Fidelity Confidential Information (FC) 

Fidelity confidential information is Intended for individuals and groups with a business need to know. 

Unauthorized access, disclosure, use, or tampering could have a moderate adverse effect on information 

confidentiality or integrity, or could otherwise moderately impact Fidelity, our associates, or our customers.

Fidelity Highly Confidential Information (FHC) 

Fidelity highly confidential information is data that, if compromised, may have a severe impact on Fidelity, its 

customers, vendors or employees. Unauthorized access, disclosure, use, or tampering could have a severe

adverse effect on information confidentiality or integrity or could otherwise severely impact Fidelity, our 

associates, or our customers.

Within the Highly Confidential category, some types of information require more protective measures than 

others. 

Changing Classification Levels

Sometimes information needs to be reclassified. For example, a product announcement might be Highly 

Confidential while in development, but Public once it is released. Make sure the information owner approves 

any reduction in classification level. Anything classified as Public requires necessary approvals described in this 

policy. 

Reviewing Assigned Classifications

Information owners should periodically review the risk classifications of resources for which they are 

responsible, to ensure that the assigned classification levels are still appropriate. 

III. Labeling Fidelity Information

Label Fidelity information under your control. Use the full label text for the classification: 

• Fidelity Internal Information 

• Fidelity Confidential Information 

• Fidelity Highly Confidential Information 

If you are in doubt as to the correct label text, contact your ISO. Except as noted, Fidelity information must be 

clearly labeled with an SP2I classification, as follows: 

Forms and Documents 

These requirements apply to both hardcopy and electronic formats:

• Frequency: every page or slide, including cover/title page 

• Preferred location: header or footer 

• Forms are labeled according to the contents included in the completed form. 

Websites

• Frequency: every page, including home page 

• Preferred location: header or footer 

Special Circumstances

Legally Privileged Communications 

Any print and electronic materials with information that may be protected by attorney-client privilege must be 

labeled “Attorney-Client Communication” in addition to the SP2I classification label. 

Information with Mixed Classifications

When information of different classifications is combined, the resulting materials must be classified and handled 

according to the most restrictive classification.

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Corporate Information Protection Policy

Fidelity Internal Information Page 3

Unlabeled Information 

If you encounter Fidelity information that appears to require an SP2I label but does not have one, add the 

correct label or contact the information owner and request them to do so. 1

No Label Required

No SP2I label is required on the following: 

• Materials approved for classification as Public 

• Materials intended for end customer use (such as account statements) 

• Participant reports and other client data requested by clients or intended for their use; however, 

alternative labeling may be required if a client has requested it 

• Materials received from end customers

• Vendor or other third-party information already labeled by the vendor or other source 

• Information stored or handled by legacy applications and systems that lack the capacity for SP2I labeling 

• Non-business information 

Out of Scope Information

Information that does not concern Fidelity business in any way (e.g., an email to a family member about 

childcare arrangements) is considered non-Fidelity information and falls outside the scope of this policy. 

IV. Handling Fidelity Information

Proper handling depends on the information’s classification and labeling. The following rules outline both 

general and specific methods for using, storing, transmitting, and reproducing information. Rules in this section 

that apply only to Confidential and Highly Confidential Information are identified as such. 

Avoid Accidental Information Disclosure

With every Fidelity information classification other than Public, follow these precautions: 

• Keep discussions behind closed doors when possible. Use caution when discussing information in public 

places such as restaurants or elevators.

• Be aware of who or what is within earshot. Unauthorized listeners or devices (e.g., Amazon Echo, Google 

Home, and cell phones) may be present at any given time, even in an office environment. 

• Erase whiteboards when leaving conference rooms or open spaces.

• Limit distribution to those who need to know. Keep access and distribution to the smallest set of recipients 

possible without eliminating necessary or appropriate recipients. Review addressees (both on email and 

physical mail) prior to distributing information. The more sensitive the information, the more restricted the 

distribution list should be.

• Outside Fidelity, share information with qualified parties only. Do not share information with vendors or 

other external parties unless you are sure that they already have an established relationship with Fidelity 

and are subject to a non-disclosure agreement (NDA) or are otherwise restricted from disclosing the 

information to others. An NDA is required2 if sharing data for contract negotiation purposes, proof of 

1 Any Fidelity company that is not known to a customer as “Fidelity” (e.g., Devonshire Investors – Diversified Investments) 

may substitute its company name in place of Fidelity in the label. 2 The requirement regarding being bound by an NDA, contract, or other obligation of confidentiality may not apply in 

certain cases: 

(a) if Fidelity is legally obligated to provide non-public Fidelity information to an external party –in these situations, 

consult with Legal; 

(b) for Corporate Policies and similar non-public Fidelity information, if reasonable assurance exists that the recipient will 

restrict distribution to those with a business–related or legal “need to know” (e.g., applicable corporate policies may be 

provided in response to a request from a former employee, or requests from or proposals to business partners, clients, or 

prospects). Contact HR Solutions/Employee Relations at (800) 835-5099, Option 2 for questions on external party access 

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Fidelity Internal Information Page 4

concept demonstrations based on a request for proposal (RFP), source code sharing for pilot projects, and 

pre-contract due diligence reviews. If a vendor will have access to personal information, make sure that a 

Fidelity Vendor Technology Risk (VTR) assessment has been performed and that the vendor has a contract 

(not just an NDA) in place with appropriate confidentiality and data security obligations. See the Corporate 

Policy on Vendor Privacy Oversight. 

• Never share passwords and never store passwords (on paper or electronically) where someone could find 

and use them.

• Be careful when printing or copying. Use one of the following: 

o Internal printer 

o Approved print service (internal or external) 

o Personally, supervise printing on other printers (such as at home or while traveling) 

Don’t let sensitive information lie unattended in fax machines, printers, or copier trays and don’t forget to take 

your originals with you. Securely dispose of any unwanted copies. 

Don’t print Highly Confidential information unless you have a business need and are authorized to do so.

Note: Incidental and occasional use of Fidelity resources to print your own personal information, such as tax 

statements or performance reviews, is acceptable. 

Don’t leave Fidelity Information, including Confidential or Highly Confidential Information, unsecured in your 

workspace. This includes your assigned desk, unassigned desk, common/shared areas, and conference rooms. 

Don’t photograph or make video recordings of Confidential or Highly Confidential information displayed on 

computer screens. 

Protect Information on Electronic Media and Portable Devices

Employees who use electronic media (such as CDs and USB devices) or portable electronic devices (such as 

laptops and PDAs) are responsible for the security of the Confidential and Highly Confidential Information 

contained on them. Because it can be difficult to know whether electronic media or devices contain such 

Information, always treat electronic media and devices as if they contain Highly Confidential Information. Make 

these steps part of your routine: 

• Keep electronic media on your person or in sight while traveling or any other time they cannot be 

physically secured.

• Secure electronic media in a locked drawer or locked office when they are not in your immediate 

possession.

• Secure laptops outside Fidelity facilities. 

Related requirements for Fidelity mobile devices are detailed in the Global Policy on Electronic Communications, 

Social Media, and Systems Usage. 

Store Information Securely 

Confidential and Highly Confidential Information Only

For Confidential and Highly Confidential Information, store hard copies in a locked office, filing cabinet, or other 

facility accessible only to authorized individuals. Information on websites, file servers, or approved document 

repository services (e.g., EDMS, SharePoint) must be protected by access controls. 

Highly Confidential Information must remain within Fidelity premises unless there is a specific business reason 

for it to circulate or be transported outside Fidelity.

Additional Precautions When Working Outside the Office 

When working at home or at another remote location, safeguard Fidelity media as carefully as you would in the 

office or when traveling. Make sure no one else in your location can access Fidelity information. Use security 

to Corporate Policies. Contact Procurement for NDAs and questions on external party access for business purposes at 

http://spendsmart.fmr.com

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Corporate Information Protection Policy

Fidelity Internal Information Page 5

controls outlined in the Flexible Work Options Policy for guidance. Save non-public Fidelity information only to 

approved media, devices and systems in accordance with the Global Policy on Electronic Communications, Social 

Media, and Systems Usage. 

Local Administrator rights on Fidelity devices and systems are restricted to reduce the likelihood of introducing 

viruses or malware into the Fidelity network. Downloading software and adding printers or other peripheral 

devices outside the office must be coordinated with Techworks or a local IT contact. 

Encrypt Fidelity Information

Refer to the encryption information on the Email Security page or consult with your BU’s ISO for current 

supported email and file encryption tools. For system-to-system communications, data storage, and password

administration, system administrators should consult applicable ECS policy on the ECS Policy Website.

Encryption Guidelines for Confidential and Highly Confidential Information 

Where BUs have determined a technology solution to be effective and acceptable to external entities with which 

Fidelity information is shared, use encryption for:

• PINs and passwords that are being transmitted or stored

• Confidential or Highly Confidential Information stored on removable media

• Any transmission, including email, of Confidential or Highly Confidential Information outside the Fidelity 

network

• Fidelity employee compensation and performance data that is being emailed, whether within Fidelity or 

externally

You must use only Fidelity-approved encryption methods. To select an appropriate encryption tool, see the list 

of approved encryption technologies in the Encryption Standard.

Encryption Guidelines for Cloud (IaaS/PaaS/CaaS) Information

Where BUs have determined an IaaS/PaaS/CaaS solution to be effective and acceptable for external entities 

with which Fidelity information is shared, comply with the following encryption requirements:

• Data-in-transit – Encrypt at all times in the IaaS/PaaS/CaaS using Fidelity-managed or approved third-partyissued certificates (e.g., Akamai or Entrust)

• Data-at-rest – Encrypt at all times in the IaaS/PaaS/CaaS using Fidelity-managed keys 

• BU’s must work within defined encryption guardrails for certified services depending on the data 

classification. Data protection requirements for each service can be found in the configuration guide for 

that service.

Where IaaS/PaaS/CaaS encryption services provided are not adequate, BU’s must use client-side encryption.

Report Known or Suspected Information Loss or Disclosure

Notify your ISO or Corporate Security of any known or suspected information loss or disclosure. This includes 

cases of access by unauthorized parties as well as circumstances that might have allowed such access (e.g., 

sending an unencrypted email containing Confidential or Highly Confidential Information). Report incidents 

immediately. 

Protect Personal Information 

The Fidelity workforce has a duty to protect personal information. For this policy, personal information is 

considered Highly Confidential. This includes lists containing customer information. Exceptions to some handling 

requirements for personal information may be warranted by context or circumstance. Consult with the 

information owner, your manager, and ISO for guidance regarding appropriate handling, disposal, and other 

controls. Use sound judgment and assess risk when working with personal information. 

Some employee personal information, such as business contact information and employee photos, is considered 

Internal. To find out which employee personal information is considered Internal Information, see the Global 

Employee Personal Information Privacy Notice & Policy.

Additional legal requirements may apply to personal information transmitted to or from other countries or 

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Corporate Information Protection Policy

Fidelity Internal Information Page 6

global regions (such as the European Union). Check with Compliance or Corporate Legal.

For logging and masking personal information before use in a test environment, see the Database Standard and 

Secure Software Development Lifecycle (SSDLC) Standard.

Secure Physical Devices Outside the Office

Hotel Rooms

When travel includes a hotel stay, Fidelity associates must take reasonable precautions to prevent theft or loss, 

such as cable-locking devices or storing them in room safes. 

While Traveling

Fidelity associates must take reasonable precautions to prevent theft or loss of devices and data while traveling: 

• Keep laptops or devices securely in hand or within sight when they cannot be physically secured.

• Do not check mobile devices as luggage unless directed to do so by the airline and/or as a result of a 

government directive. If not required to check an item, it should remain in your possession as hand 

luggage.

• If you are not allowed to keep the device in your possession, power it off before checking it through to your 

destination. See the section on Encryption on Mobile Devices and Portable Media in the Encryption 

Standard for additional guidance.

• If you must leave a laptop or device in a vehicle, shield the device from view (e.g., stow it in the trunk) and 

lock the vehicle.

Personal Workspaces

Access to Fidelity-owned devices at your home office or other personal workspace must be limited to yourself. 

Family members, friends, and other non-Fidelity personnel are not allowed to use your Fidelity devices.

V. Disposing of Fidelity Information

Fidelity information must be disposed of at the right time and in the right way with the following in mind: 

• Applicable record retention requirements 

• Whether the information is subject to a legal hold (documents subject to a legal hold must not be altered 

or destroyed) 

• SP2I classification 

• Type of media or device involved

• BU-specific processes

For more information about disposal practices at Fidelity, see the Information and Device Disposal TIG.

VI. Vendor Use of Personal Information 

Fidelity vendors with access to personal information must meet Fidelity’s standards for protecting such 

information. Providing such information to a new vendor or vendor not currently receiving personal data prior 

to a completed Vendor Technology Review (VTR) (based on requirements and permissible exclusions as 

established in VTRs) is not allowed. A contract that obligates a vendor to maintain personal information 

confidentiality and security must be in place prior to providing such information to the vendor, including 

employee information classified as internal. 

VII. Information Protection Roles and Responsibilities

Managers

Managers communicate, support, and help enforce the policy. Managers are responsible for understanding this 

policy and helping communicate and enforce its terms. Managers should contact HR Solutions (or their local 

equivalent) to determine how best to address violations. 

Managers take responsibility for proper information handling by departing employees. When an employee 

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Fidelity Internal Information Page 7

terminates, transfers, or relocates, their manager ensures that the employee disposes of documents and 

materials in accordance with this policy. Any tasks left undone by the departing employee are the manager’s 

responsibility to rectify.

Information Security Officers (ISOs)

ISOs interpret and administer the policy at the BU level. They are responsible for translating policy into specific 

controls that are appropriate and effective for their respective BU’s. 

ISOs are responsible for helping their assigned BU implement enterprise security programs related to this policy. 

They are also expected to guide and assist individual employees with policy understanding and compliance. 

Information Owners 

Information owners periodically review data classifications. Information and application owners periodically 

review risk classifications of resources for which they are responsible to ensure appropriateness of the assigned 

classification level. 

Information owners may delegate their responsibilities; however, accountability remains with the information 

owner. Information owner responsibilities include: 

• Mandating information security policy and control implementation

• Authorizing and periodically reviewing access entitlements 

• Ensuring resolution of information security-related audit issues 

• Delegating authority as required within their business area to complete tasks 

• Periodically reviewing information classifications of resources under their control 

• Maintaining an inventory of information resources (e.g., data, hardware, software) under their control 

VIII. Additional Resources

Fidelity offers information protection training courses for new associates as well as a refresher course that all 

associates must take each year.

Information Protection eLearning Course for New Associates

Information Protection eLearning Annual Assessment

IX. Contacts

Please contact the document owner, your manager, or your ISO with any questions related to this policy. 

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EXHIBIT B

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Information Protection Policy (SP2I) Quick Reference

Classify and Label

CLASSIFICATION

Public

Information released for public use.1 

Explicit approval is needed before 

assigning this classification.

Fidelity Internal

Information that is typically available 

to all Fidelity employees.

Fidelity Confidential

Sensitive information, available only 

to those with a business “need-toknow.”

Fidelity Highly Confidential (HC)

High-risk information that requires 

strict controls.

Label Optional. Examples include: Label Required. Examples include: Label Required. Examples include Label Required. Examples include:

• Brochures, published marketing 

materials

• Press releases

• Articles in the press

• Public websites

• Stock quotes

• Regulatory and legal filings

• Published annual reports

• Published fund prospectuses

• Code contributed to Open Source

• Released patents

1 Note that Public Information may have a 

different classification prior to its release.

• Employee contact information (for 

example, name or email)

• Organization charts

• Basic emergency response plans

• Fidelity policies and procedures

• Fidelity Central and internal 

newsletters

• Employee web/intranet portals

• Fidelity training materials

• General business correspondence 

with no customer/employee data

• Unreleased fund holdings/trades

• Grant information

• Account numbers

• Customer employee ID

• Plan/client data

• Pre-release marketing materials 

• Non-public legal work and litigation 

information

• Budget information and non-public 

financial statements

• Business strategies and plans

• Purchasing/bid information

• Audit reports

• Security findings or reports (e.g., 

SOC-1)

• Most Fidelity source code (see 

Source Code Quick Reference for 

details)

• Non-security technical

specifications/architectures

• External IP addresses

• Money movements

• Systematically generated IDs (e.g., 

Member IDs (MIDs) and Workplace 

IDs (WIDs))

• Passwords and PINs

• System credentials

• Social Security Numbers

• Customer personally identifiable 

information (PII) (e.g., name with 

external IP address, email, phone 

number, HR data, HIPAA data or 

account number)

• Credit card numbers

• Compensation data

• Performance reviews

• Proposed acquisitions, ventures, and 

divestitures

• Security system architectures and 

procedures

• Reports of significant exposures, risk 

assessments, and penetration test 

results

• Highly sensitive legal work

• Management committee reports

• Trade secrets

• Private encryption keys

Know the policy- For more SP2I resources and

the full SP2I policy, visit ECS on Fidelity Central

Effective Date: June 2019

Seek guidance-If you have questions or concerns 

about SP2I, or if you know of items that are out of 

compliance, please contact your manager or your 

business unit’s Information Security Office.

Use sound judgment-The lists above are only 

examples, not definitive classifications. Any item 

containing customer data, security information,

prelaunch new product details, or similar sensitive 

information should be classified as Fidelity Highly 

Confidential.

Fidelity Internal Information

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Information Protection Policy (SP2I) Quick Reference

Handle and Dispose CLASSIFICATION

Public Fidelity 

Internal

Fidelity

Confidential

Fidelity Highly Confidential (HC)

All Other 

HC

Personal 

Information1

Employee 

Data2

PINs/ 

Passwords

Handle

Get approval before assigning classification 

Do not share outside Fidelity (such as with vendors or 

contractors) except on a need-to-know basis and when 

the recipient is restricted from disclosing the 

information to others

     

Use caution when discussing in public      

Report possible or actual loss immediately to 

the ISO or Corporate Security      

Encrypt when sending or transporting outside 

Fidelity3     

Inside Fidelity, share only on a need-to-know basis     

Do not leave unsecured on copiers/printers or in any 

workspace, including offices, assigned/unassigned desks, 

common/shared areas, and conference rooms

   

Limit access even on internal websites and systems    

Do not remove from Fidelity premises without a 

specific business requirement   

Encrypt when emailing inside Fidelity3

Strongly Recommended 

Never share with anyone, and never carry with the 

related device 

Dispose

Place in desk-side/shared recycling (paper only)   

Personally shred (paper only) Optional Optional     

Place in locked Fidelity recycling container (paper) or 

turn in to local Security Office (removable media)       

1 See policy for complete definition. 2 Fidelity employee compensation and performance data only. 3 See the policy for detailed guidance.

Fidelity Internal Information

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EXHIBIT C

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EXHIBIT D

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EXHIBIT E

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EXHIBIT F

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EXHIBIT G

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Meredith A. Faro FMR LLC Legal Department

Attorney 

 155 Seaport Blvd, ZW9A, Boston, MA 02110 

Phone: (617) 392-8136 Fax: (617) 850-8335 

 meredith.faro@fmr.com

March 20, 2020 

Via Overnight Delivery 

Jennifer Taylor 

606 Prairie Ave. 

Glen Ellyn, IL 60137 

Dear Ms. Taylor: 

It has come to our attention that after you left your position as Financial Consultant in Fidelity 

Brokerage Services LLC’s Oak Brook, IL Branch, you accepted a position with Fairhaven 

Wealth Management, LLC. 

Fidelity has reason to believe that you may be contacting Fidelity customers for the purpose of 

soliciting their business. The Employee Agreement (“the Agreement”) you signed while in 

Fidelity’s employ (copy attached) prohibits such solicitation of Fidelity’s customers. This letter 

constitutes a formal demand that any such activity cease immediately. Furthermore, all of 

Fidelity’s customer and prospect lists and all information concerning Fidelity’s customers, 

including names, addresses, telephone numbers, email addresses and account information, are 

confidential and proprietary. Pursuant to the Agreement and general principles of law, you are 

obligated to maintain all of Fidelity’s confidential and proprietary information in strictest 

confidence. This includes information that you have in your memory. You may not disclose this 

information or make any use of it for yourself or for others, including your present or future 

employers. 

Please return to Fidelity any confidential or proprietary information belonging to Fidelity in your 

possession, such as records, electronic data, computer files, lists, screen prints, or computer discs 

pertaining to Fidelity clients or individuals or entities you became aware of through your 

employment at Fidelity, including but not limited to names, phone numbers, addresses and/or 

email addresses, whether in original, copied, computerized, handwritten or any other form. To 

the extent these exist in electronic form, you must not delete it or alter it in any way, but instead 

must refrain from using it, accessing it or transferring it to anyone, and you must contact us or 

have your counsel contact us to coordinate its preservation as evidence, and its return to us, in a 

forensically sound manner. It is important to understand that deleting or altering such

electronically stored information without taking forensically sound steps to preserve it will be 

viewed as intentional destruction of evidence, and there can be serious sanctions that result from 

such destruction. Please verify that you have complied in full as set forth above by signing the 

enclosed affidavit and returning it to me by Monday, March 30, 2020. 

Also, as a condition of your employment with Fidelity, you were obligated to comply with 

Fidelity’s Compliance Policy for Electronic Communications, Social Media and Systems Usage 

(the “Social Media Policy”). Pursuant to the Social Media Policy, you were strictly prohibited 

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AFFIDAVIT OF JENNIFER TAYLOR 

JENNIFER TAYLOR, being first duly sworn, states as follows: 

1. My name is Jennifer Taylor and I am over the age of 18. Except where otherwise indicated, 

the statements contained herein are based on my personal knowledge. I was employed by Fidelity 

Brokerage Services LLC (“Fidelity”) until my employment ended effective March 6, 2020. 

2. I hereby state that I do not have in my possession, custody or control customer lists 

(including any Christmas or holiday card or gift mailing lists), records, electronic data, computer 

files, or documents pertaining to Fidelity clients or prospective clients I worked with or became 

aware of through my employment at Fidelity, including but not limited to names, phone numbers, 

addresses and/or e-mail addresses, whether in original, copied, computerized, handwritten, 

photographed, maintained on an iPhone or iPad or other personal device, or any other form. This 

includes any documents created either during or after I left my employment with Fidelity that 

contain information pertaining to Fidelity clients or prospective clients that I worked with or 

became aware of through my employment at Fidelity, including information recreated through the 

use of memory, or by using information in memory to recreate information from public sources. To 

the extent I had any such information in hard copy, I have returned the hard copy documents to 

Meredith Faro, along with this affidavit. To the extent I had any such information in an 

electronically stored format, I or my counsel has engaged with Fidelity’s counsel to arrange for 

forensically sound preservation, prior to removal, return to Fidelity and deletion from my 

possession, of any such electronically stored information. 

3. I have not given any of the above documents or information or copies thereof to any other 

person or entity. 

Pursuant to 28 USC §1746, I declare under penalty of perjury under the laws of the United States of 

America that the foregoing is true and correct. 

Executed on , 2020 

 Jennifer Taylor 

Sworn to and subscribed before me 

this ____ day of _____________, 2040 

_____________________________ 

Notary Public 

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