Optumsoft, a stealth software company founded by Arista co-founder and Stanford professor David Cheriton is suing Arista for breach of contract, misappropriation of trade secrets and declaratory relief involving what is essentially the essence of Arista's product line: the Extensible Operating System (EOS) on its switches. Optumsoft filed its complaint in Santa Clara County, Calif., superior court on April 4, the week after Arista filed its $200 million initial public offering.
Arista foreshadowed the conflict in its S-1 IPO filing with the SEC. At that time, a complaint had not been filed by Optumsoft against Arista.
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At issue is technology Arista licensed royalty-free from Optumsoft for EOS called TACC Types, Attributes and Constraints Compiler. TACC is a platform for developing modular or distributed applications or systems, a key functionality Arista markets as a differentiator for EOS.
In its suit, Optumsoft claims ownership of "improvements, corrections or modifications to" TACC, as well as any "derivative works thereof, made by or for" Arista involving TACC, such as EOS.
TACC includes a system database (SysDB) and agents for copying, collecting and distributing system state. TACC is intended to enable efficient development of high performance distributed applications with fewer lines of code, fewer bugs and faster time-to-market all attributes of EOS of which, Arista says, SysDB is the core.
But in a countersuit filed April 14 in the same Santa Clara County court, Arista claims it developed SysDB for EOS and did not license it from Optumsoft. All Arista licensed was the software development tools in TACC to build EOS internally, including SysDB. "Optumsoft now claims rights in elements of a software package developed by Arista called SysDB,' which is part of EOS," the Arista countersuit states. "This claim is directly refuted by Cheriton's pre-litigation conduct showing Optumsoft's awareness that Arista owns SysDB."
As an example, the countersuit describes a 2008 interaction between Cheriton and Arista in which Cheriton encouraged Arista to license SysDB to a third-party company called Aster Data, while Optumsoft separately licensed TACC to Aster Data at about the same time.
"Optumsoft would not have asked Arista to license SysDB to Aster Data in 2008 unless Optumsoft believed that Arista, and not Optumsoft, owned SysDB," the Arista countersuit states. "Indeed, under Optumsoft's current theory that Optumsoft owns SysDB under the terms of the 2004 Agreement, Optumsoft's license to Aster Data of the TACC tool would have already encompassed SysDB, making a second license from Arista redundant (and ineffective)."
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