Originally published on lexsummary.com.
Case: ProSync Technology Group, LLC v. Miller, No. SAG-26-1436 (D. Md. June 4, 2026)
Court: United States District Court for the District of Maryland
Judge: Stephanie A. Gallagher
Opinion: Memorandum Opinion (PDF) · GovInfo
Overview
Judge Gallagher granted in part and denied in part ProSync Technology Group’s motion for a preliminary injunction against its former employee, Tim Miller, finding that ProSync demonstrated a likelihood of success on its trade secret misappropriation and breach-of-contract claims under both the federal Defend Trade Secrets Act (DTSA), 18 U.S.C. § 1836(b), and the Maryland Uniform Trade Secrets Act (MUTSA). The court enjoined Miller from competing, soliciting ProSync’s customers, and using ProSync’s proprietary information, but narrowed the scope of relief ProSync had requested — particularly regarding forensic inspection of Miller’s personal computers.
Facts
Miller worked for ProSync, a Service-Disabled Veteran-Owned Small Business (SDVOSB), beginning in June 2020 as head of its business development division. He signed an employment agreement containing non-compete, non-solicitation, and proprietary-information provisions.
In January 2026, after ProSync was acquired by Jaguar Defense and offered Miller a new agreement with significantly reduced compensation, Miller accepted a position with ODME Solutions, a Woman-Owned Small Business (WOSB). On the same day he signed his ODME offer letter (January 22, 2026), Miller used a USB drive to download approximately 50 GB of ProSync data — over 22,000 documents — from his work computer. The USB drive was not encrypted or password protected.
The downloaded materials included ProSync’s marketing plans, business projections, product information, government debriefs, confidential personnel records, Controlled Unclassified Information (CUI), and information relating to two proprietary tools — CVKeys and Rocket AI — as well as a 2022 proposal to the Naval Surface Warfare Center.
After Miller joined ODME, ProSync’s key subcontractor ORBIS — which had a rare naval obsolescence specialty — asked to be released from its teaming agreement with ProSync on the IPSS government contract and began negotiating a teaming agreement with ODME instead, offering ORBIS better terms. ProSync’s IPSS proposal was weakened as a result. A consultant supporting ProSync on the IPSS opportunity, Philip Dominguez, also left to work for ODME.
Holding and Analysis
Likelihood of Success on the Merits
The court found that ProSync established a likelihood of success on its trade secret claims under both the DTSA and MUTSA. ProSync’s proprietary tools (CVKeys and Rocket AI), proposals, and business information derived independent economic value from not being publicly known, and ProSync took reasonable measures to maintain secrecy — including confidentiality agreements and need-to-know access restrictions. The court held that Miller’s bulk download of 50 GB of company data onto an unsecured USB drive upon his departure constituted misappropriation by “improper means,” regardless of Miller’s claimed intent to merely preserve personal files.
On the non-compete and non-solicitation claims, the court found that the June 2020 Employment Agreement remained the operative contract despite Miller’s argument that a later July 2020 agreement superseded it — because ProSync never countersigned the July agreement. The court also rejected Miller’s argument that ODME was not a direct competitor, noting that both companies competed for the same IPSS contract and sought the same subcontractor (ORBIS).
Irreparable Harm
The court found irreparable harm because ProSync had already suffered competitive injury to its IPSS bid, Miller’s retention of CUI and trade secrets created a risk of permanent loss of competitive advantage, and the mishandling of government-classified information jeopardized ProSync’s goodwill with government customers. The court rejected any reliance on the “inevitable disclosure” doctrine, which the Maryland Court of Appeals has disfavored, but found actual evidence of competitive harm sufficient.
Balance of Equities and Public Interest
Both remaining preliminary-injunction factors favored ProSync. The court reasoned that if Miller truly had no intent to use ProSync’s information, being enjoined from doing so would cause him no harm. The public interest favored protecting trade secrets and preventing unfair business practices.
Scope of Relief
The court granted the preliminary injunction but modified the requested relief in several significant ways:
- Non-compete (until October 17, 2026): Enforced as to 10 of the 16 identified business opportunities that had evidentiary support; declined to include six others. Clarified that Miller is not barred from all employment at ODME — only from providing services related to ProSync’s restricted business areas.
- Non-solicitation (until October 17, 2026): Enforced, with language aligned to the June Agreement’s “within six months preceding Defendant’s separation” timeframe.
- Trade secrets: Barred Miller from accessing, using, or disclosing any ProSync proprietary, confidential, or trade secret information.
- Forensic inspection: The court limited the scope of forensic examination of Miller’s personal HP computer. Rather than allowing ProSync’s forensic examiner to search for and remove “all ProSync-related information,” the court restricted the inspection to two purposes: (1) locating and removing CUI/FOUO information and data relating to CVKeys, Rocket AI, and the Naval Surface Warfare Center proposal; and (2) documenting access dates and any deletion attempts. The inspection must be completed within seven days.
- Family computers: For a Macintosh computer and the sons’ personal computers, the forensic examiner’s review is limited to ascertaining whether the USB drive was ever plugged into them; if not, the inspection ceases and the computers are returned.
Key Takeaways
- An employee’s bulk download of company files to an unsecured USB drive upon departure can establish misappropriation by “improper means” under the DTSA and MUTSA, regardless of the employee’s stated intent to preserve personal files.
- Courts may narrow the scope of forensic inspections of personal devices to avoid overbreadth, particularly where the defendant is pro se and shares computers with family members.
- The “inevitable disclosure” doctrine remains disfavored in Maryland — a plaintiff must show actual evidence of competitive harm, not merely that a former employee could hypothetically use trade secrets.
- Non-compete agreements may be enforced even when the new employer is not an identical competitor, if the companies compete for the same specific contract opportunities.