Full opinion text
FINDINGS OF FACT K. MICHAEL MOORE, District Judge. Plaintiffs Four Seasons Hotels and Resorts, B.V., Four Seasons Hotels (Barbados), Ltd., Four Seasons Hotels Limited, and Four Seasons Caracas, C.A. are referred to herein collectively as “Four Seasons” or “Plaintiffs,” unless otherwise indicated. Defendant Consorcio Barr, S.A. is referred to herein as “Consorcio” or “Defendant.” Background Facts 1. The Four Seasons Hotel Caracas opened in January, 2001. (Bolivar, 12/16/02 Tr., 42:10-21). 2. Consorcio is the owner of the physical installations of the hotel, and Four Seasons operates the hotel pursuant to a series of contracts. (Joint Pretrial Stipulation at ¶ 6(g)). 3. The parties entered into a License Agreement which allows Consorcio to use the Four Seasons brand name, trademarks and logos in connection with the operation of the Hotel, and in connection with the marketing for sale of Condominium units in a project which is adjacent to the Hotel. In exchange for the right to use the brand name, trademark and logos, Consorcio, inter alia, agreed to pay royalty fees to Four Seasons in accordance with a schedule contained in the License Agreement. (Plaintiffs’ Exhibit 1). 4. The parties also entered into agreements for the management and operation of the Hotel. These agreements include the Hotel Management Agreement (Plaintiffs’ Exhibit 2), the Hotel Advisory Agreement (Plaintiffs’ Exhibit 3), the Hotel Pre-Opening Services Agreement and the Hotel Services Agreement. Consorcio 5. The principal shareholders of Con-sorcio are Carlos, Lautaro and Marbella Barrera. (Barrera, 1/17/03 Tr., 6: 1-3). 6. Carlos Barrera is the majority shareholder of Consorcio. (Barrera, 1/21/03 Tr., 34: 7-9). 7. Marbella Barrera, a resident of New Jersey, who has lived in the United States for the past 14 years, is a principal shareholder of Consorcio. Marbella attended almost all of the pre-contract negotiations between Consorcio and Four Seasons. (Barrera, 1/21/03 Tr., 124: 2-4; 135: 10-12; Ferraro, 1/9/03 Tr., 14: 6-10). 8. Consorcio contracted with a Miami, Florida architectural firm to design the building that became the Four Seasons Caracas hotel. (Barrera, 1/17/03 Tr., 7: 17-20). 9. Consorcio also contracted with a Miami, Florida engineering firm for the hotel’s air conditioning. (Barrera, 1/17/03 Tr., 8: 4-5). 10. Consorcio visited at least one other Four Seasons hotel prior to entering into the contracts with Four Seasons. (Barrera, 1/17/03 Tr., 10: 5-7). 11. Consorcio also attended meetings at one of Four Seasons’ hotels in California with Four Seasons’ executives during the pre-opening phase of the project. (Barrera, 1/17/03 Tr., 26: 16 -20; 1/21/03 Tr., 49: 11-12). 12. Consorcio contractually agreed to litigation in Florida regarding claims relating to the License Agreement. (Plaintiffs’ Exhibit 1, License Agreement § 11.06). Four Seasons 13. Four Seasons has been in the luxury hotel business continuously since 1961, and has continuously used its trademark “Four Seasons” since that time. (Ferraro, 1/8/03 Tr., 48: 4-19). 14. Four Seasons worldwide has a centralized reservation system located at the corporate office in Toronto, Canada. (Bolivar, 12/16/02 Tr., 74: 19-25). 15. Four Seasons is a global business, and operates 23 of its luxury hotels within the United States. (Ferraro, 1/8/03 Tr., 48: 25; 49: 1-3). Four Seasons has been operating hotels in the United States since 1976. (Ferraro, 1/8/03 Tr., 49: 15-20). 16. Four Seasons has been recognized by industry publications as the leading hotel operator in the world. Of 51 hotels in the Four Seasons chain, 36 were named by Travel & Leisure magazine as among the Top 500 hotels in the world. Four Seasons has also received the most Mobil 5-stars and AAA 5-diamond awards of any luxury hotel company. J.D. Power has voted Four Seasons as the best luxury hotel operator in the world. Fortune magazine has ranked Four Seasons as one of the top 50 companies to work for in North America. Many of the hotels within the chain garnering such international acclaim are located within the United States, including Chicago, Boston, Los Angeles, Washington DC, San Francisco and Houston. (Ferraro, 1/8/03 Tr., 49: 21-25; 50: 1-25). All use the trademark “Four Seasons.” (Ferraro, 1/8/03 Tr., 52: 3-4). 17. The physical product of the hotel is critical to the brand image and reputation of Four Seasons, which is why Four Seasons requires that its quality control standards and guidelines be followed. (Ferraro, 1/8/03 Tr., 53: 11-25; 54: 1-5; 55:6-9). 18. There is a direct and critical relationship between the quality of a new hotel and the success of the chain as a whole: “Our guest impact on new properties creates not only new business for the hotel they are in, but new business for the global chain of our hotels.... So it is extremely important that every hotel we open personifies and mirrors the other sisters and brothers in their company, which is the other Four Seasons hotels.” (Ferraro, 1/08/03, 55: 15-25; 56:1). 19. Four Seasons spends approximately $100 million annually in advertising and marketing its trademarks and brand name. (Ferraro, 1/8/03 Tr., 58: 25; 59: 1-7). 20. Four Seasons is a publicly traded company listed on the New York Stock Exchange. (Ferraro, 1/8/03 Tr., 60: 9-10). 21. Four Seasons’ revenues in 2002 were approximately $2 billion. 22. Approximately 50% of the guests at Four Seasons hotels worldwide comé from the United States. (Ferraro, 1/8/03 Tr., 60: 18-21). Out of 2 million guest profiles contained in the Fidelio customer information system, approximately 1 million are for United States customers. (Henry, 1/10/03 Tr., 82: 3-10). 23. Four Seasons has implemented a series of quality control standards, developed over the 40-year history of the company, which relate to all areas of a hotel and how it should function as a luxury hotel, including marketing, food and beverage, rooms, security, systems, and employees, among other areas. (Ferraro, 1/7/03 Tr., 199: 12-25). The Relationship between the Parties 24. Consorcio wanted to enter into agreement with Four Seasons for the operation and management of the hotel in Caracas due to Four Seasons’ reputation as the leading hotel operator in the world, its customer base and the existence of its global chain of luxury hotels. (Ferraro, 1/8/03 Tr., 4: 2-11). 25. Four Seasons advised Consorcio during pre-contract discussions that building a Four Seasons hotel requires “sticking to the game plan.” The “game plan” includes Four Seasons’ quality control manuals that depict how the hotel should be constructed, furnished, equipped and operated, “everything that makes a Four Seasons hotel what it is.” (Ferraro, 1/8/03 Tr., 4: 18-24). These constitute “tried and proven ways of doing business.” (Ferraro, 1/8/03 Tr., 15: 17-18). These written guidelines are extensive and complete construction documents that cover everything from a floor covering to a light switch to a bathroom fixture. Every Four Seasons hotel owner agrees by contract to build and furnish the hotel according to the guidelines. (Ferraro, 1/8/03 Tr., 35: 25; 36: 1-7). 26. Four Seasons provided these manuals to Consorcio in document form “prior to coming to the contractual agreements to ensure that they understood the scope of what they were undertaking.” (Ferraro, 1/8/03 Tr., 4: 25; 5: 1-2; 36: 8-4). 27. Consorcio indicated to Four Seasons that they would not only comply with Four Seasons’ standards relating to the structural parts of the hotel, including furniture, finishes and equipment, ■ but would exceed them. (Ferraro, 1/8/03 Tr., 10:. 6-3). 28. Consorcio also understood that Four Seasons would be bringing its reputation in major markets visiting Venezuela, particularly in the investment banking and oil and gas industries, which Four Seasons had developed at leading hotels in Texas and California where these customers were based. (Ferraro, 1/8/03 Tr., 4: 25; 5: 1-2). Consorcio understood that Four Seasons’ reputation in this area would be a great start for a customer base for the hotel in Caracas, as business travelers from these industries were already visiting Caracas or would be in the .future. (Ferraro, 1/8/03 Tr., 5: 6-13). The Opening 29. Four Seasons operates its hotels according to established global policies and procedures. (Giacometti, 1/7/03 Tr., 13: 15-20). 30. Yves Giacometti was named pre-opening manager of the Four Seasons Hotel Caracas in approximately December 1999. (Giacometti, 1/7/03 Tr., 8: 13-18). Giacometti, however, was not the first General Manager assigned to Caracas. Prior to his being named pre-opening general manager, three others had held the position: George Cordon, Hans Bratt and Olivier Masson. (Giacometti, 1/7/03 Tr., 8: 19-25. 9: 1-6). It is unusual for there to be four general managers prior to the opening of a Four Seasons hotel, as was the case in Caracas. (Giacometti, 1/7/03 Tr., 9: 7-9). 31. As the General Manager, it was Giacometti’s responsibility to share with all employees, during the hiring process, the Four Seasons’ policies and procedures so that they could learn to operate the hotel as a Four Seasons. (Giacometti, 1/7/03 Tr., 14: 2-9). Consorcio often did not cooperate in the implementation of standard Ifour Seasons’ policies and procedures. (Giacometti, 1/7/03 Tr., 14: 16-18). For example, Consorcio was responsible for construction of the hotel, but the hotel was not constructed in a timely fashion. (Giacometti, 1/7/03 Tr., 16: 2-8). Indeed, at the time that the hotel opened, on or about January 18, 2001, construction was not even complete. (Giacometti, 1/7/03 Tr., 16: 9-13). 32. Due to Consorcio’s delays in construction, the hotel in Caracas opened behind schedule. (Ferraro, 1/8/03 Tr., 19: 22-24). The opening dates had been pushed back eight or nine times. (Ferraro, 1/8/03 Tr., 34: 23-25, 35: 5). On one occasion, at a meeting between Four Seasons and Consorcio in Carlsbad, California, Consorcio indicated that it was shutting down construction due to its financial difficulties. (Ferraro, 1/8/03 Tr., 37: 10 -13). 33. Despite the delays, the hotel was not completed on opening day. The presidential suite was (and remains) incomplete, the governor’s suite was (and remains) incomplete, none of the suites was finished at the time of the hotel’s opening, the poolside restaurant was “a hole,” and the spa was not completed. (Barrera, 1/21/03 Tr., 70: 8-25, 71: 1-25,72: 1-22). 34. The sole reason that the hotel was opened was due to incredible pressure from Consorcio. Four Seasons resisted this pressure and did so up until 15 minutes before the hotel actually opened. (Giacometti, 1/7/03 Tr., 71: 7-15, 82: 22-25). 35. Normally, a hotel does not open until a certain critical path has been followed. That path includes a pre-opening process as well as certain marketing steps that ensure that business is waiting at the door on the first day of operations. (Giacometti, 1/7/03 Tr., 28: 22-25, 29: 1-6). Four Seasons was not able to follow that policy and procedure in Caracas due to Consorcio’s lack of cooperation. There were multiple problems and deficiencies: (i) when the hotel opened, there were only about 30 rooms ready for occupancy; (ii) there was only one restaurant and one bar; (iii) the spa was not finished; (iv) there was no sign in front of the hotel; (v) there were some employees that had no uniforms; (vi) many safety issues had not been dealt with by Consorcio despite Four Seasons’ prior requests to do so; and (vii) many of the functional needs of the hotel operations had not been complied with by Consorcio, such as having bank accounts, having a power of attorney so that the General Manager could sign contracts in dealing with suppliers for the hotel, resulting in the General Manager having to find ways to convince companies to work with the hotel despite the fact that he could not provide them with a signed contract. (Giacometti 1/7/02 Tr., 29: 10-24). 36. The responsibility to put up the sign belonged to Consorcio. Nevertheless, Consorcio did not do so despite repeated requests from Four Seasons, which even provided various designs for the sign. (Giacometti, 1/7/03 Tr., 30: 3-10). 37. Consorcio was also obligated to provide bank accounts. It did not do so. (Giacometti, 1/7/03 Tr., 30: 11-17). The power of attorney to allow the General Manager to sign contracts was never signed by Consorcio and given to Four Seasons, despite the fact that it was central to the normal operation of the hotel on a daily basis. 38. These power of attorney documents are executed in all instances between the ownership and Four Seasons across the chain. Yet, despite the fact that Four Seasons repeatedly requested that they do so, Consorcio would not execute the power of attorney documents. (Giacometti, 1/7/03 Tr., 30:22-25, 31: 1-13). ' 39. The opening of the Four Seasons Hotel Caracas was in no way similar to a typical Four Seasons opening. It is atypical for Four Seasons at opening not to have bank accounts or powers of attorney. It is also unusual to have moving targets as far as the hotel opening date. Finally, Four Seasons does not typically open a hotel when areas are incomplete and when it is not in a position to pay local or international vendors and suppliers. (Giacometti, 1/7/03 Tr., 31: 22-25, 32: 1-8). 40. There was a myriad of other issues that came up including the fact that the engineering department did not have tools and in many instances the hotel was required to borrow or rent furniture, fixtures and equipment in order to operate. (Giacometti 1/7/03 Tr., 33: 11-24). It was Con-sorcio’s obligation to provide all of these supplies and equipment. (Giacometti, 1/7/03 Tr., 33: 25, 34: 1). 41. When the hotel opened, not all of the kitchen equipment that was required was available, not all of the computer equipment and furniture was available, and with respect to the furniture that was available, and the furnishings that were provided by Consorcio, those were not in accordance with Four Seasons’ standards for high-quality furnishings. (Giacometti, 1/7/03 Tr., 34: 1-9). These issues were raised with Consorcio, and Four Seasons requested that Consorcio correct these problems. Consorcio, however, did not do so. (Giacometti, 1/7/03 Tr., 34: 10-17). 42. Four Seasons has requirements and standards for the furniture, fixtures, and equipment, computer equipment, and various other furnishings and items required for a world class luxury hotel. These guidelines are uniform throughout the Four Seasons’ organization. (Giacometti, 1/7/03 Tr., 17: 19-25, 18: 1-2). It was Consorcio’s responsibility to purchase the furniture and fixtures and equipment for the hotel, in accordance with requirements provided by Four Seasons. (Giacometti, 1/7/03 Tr., 17: 2-8). Four Seasons provided Consorcio with a written list of the requirements for the necessary furniture, fixtures and equipment for the hotel. (Giacometti, 1/7/03 Tr., 17: 9-12). 43. With respect to the computer systems, Consorcio was responsible for paying for the acquisition of the computer equipment. (Giacometti, 1/7/03 Tr., 18: 3-5). Four Seasons had very specific requirements concerning the type and capabilities of equipment to be implemented, including in some cases the specific manufacturers and specific models for the equipment necessary. (Giacometti, 1/7//03 Tr., 18: 3-25) These are standardized requirements for all Four Seasons hotels. (Giacometti, 1/7/03 Tr., 19:1-3). 44. Despite the fact that these requirements were communicated to Consorcio on several occasions, not only by Giacometti but also by senior systems managers and the Systems Director from the Four Seasons Corporate Office, Consorcio did not meet the requirements for computer equipment for the hotel in Caracas. (Giacometti, 1/7/03 Tr., 19: 4^14). 45. All of this was very cumbersome to Four Seasons’ managers of the hotel because they were constantly having to deal with those issues instead of focusing on what was more important, the operation of the hotel in order to produce profit. (Giacometti, 1/7/03 Tr., 31: 22-25, 32: 1-8). The Fidelio Database 46. Fidelio is the central system for management used at all Four Seasons Hotels. (Bolivar, 12/16/02 Tr., 74: 13-14). 47. Fidelio is a commercially available software package. However, Four Seasons does not use the Fidelio package in the standard form that is available commercially. (Bolivar, 12/16/02 Tr., 76: 12-19; Camacho, 12/20/02 Tr. 12: 20-21). 48. Four Seasons does not consider the Fidelio software itself to be confidential, but rather considers the customized shell which Four Seasons utilizes in Fidelio and the information contained within the Fide-lio databases to be confidential. (Camacho, 12/20/02 Tr., 12: 22-25). 49. Fidelio contains a significant amount of data that is proprietary to Four Seasons. (Lind, 1/6/03 Tr., 98: 17-18). For example, it contains: (i) guest information; (ii) information relating to charges; (iii) guest profiles; (iv) data on check-ins and check-outs; (v) guest data; (vi) who the key guests are; (vii) guests preferences; (viii) credit card information; (ix) passport information; (x) statistical information such as occupancy and average daily rates; (xi) and other information. It also includes information on corporate customers, top corporate clients, and top global partners. Additionally, it provides the status of any room at a given time, follows guests throughout the hotel and provides information regarding guests’ consumption. (Bolivar, 12/16/02 Tr., 74: 13-18); (Lind, 1/6/03 Tr., 98: 10-18); (Camacho, 12/20/02 Tr., 12:13-19). 50. Fidelio also has interfaces to all the other Four Seasons’ computer systems so that information generated from any of the other programs or systems comes back to Fidelio. For example, there is a link with Micros and there is a link to the PBX system (for telephone calls). These links allow for collection of all charges generated from the various systems and for application of those charges to the appropriate guest accounts. (Camacho, 12/20/02 Tr., 12: 3-12). 51. Four Seasons corporate office sends to Fidelio requests so that Fidelio personnel can configure certain modules of the Fidelio program. One of the modules that is modified is the guest profile module. (Bolivar, 12/16/02 Tr., 76: 19-22). This guest profile is unique to Four Seasons. (Bolivar 12/16/02 Tr., 77: 1-4). 52. In creating customized shells for the Fidelio program, Four Seasons has projected onto the Fidelio shell procedures and formatting for the display and use of Four Seasons guest information, thus differentiating themselves from other hotels. (Camacho, 12/20/02 Tr., 13: 1-8). For example, all hotels have reservations procedures. However, Four Seasons has its own standards regarding how the reservation process should be managed, and has engrafted that onto the shell. (Camacho, 12/20/02 Tr., 13: 9-15). 53. Four Seasons does not make these shells available to anyone outside the company because it would amount to sharing the core standards of the company with outsiders. Four Seasons instead, takes steps to insure the confidentiality of those core standards. (Camacho, 12/20/02 Tr., 13: 16-22). 54. The Fidelio guest profile contains, in part, the following information regarding a Four Seasons guest: (i) last name; (ii) first name; (iii) the city that the guest or the company comes from; (iv) company affiliation; (v) home phone number; (vi) work number; (vii) nationality; (vii) marital status; (viii) type of travel documentation or identification, including the passport number; (ix) date of birth; (x) information about the guest’s last stay; (xi) information about the guest’s next stay; (xii) comments box for guest preference information.; and (xiii) a VIP designation number. (Camacho, 12/20/02 Tr., 18: 9-13, 22-25, 19: 1-25, 20:1-20; Bolivar, 12/16/02 Tr., 75: 15-19). Due to the clientele of Four Seasons worldwide, Fidelio also contains guest profiles that are highly sensitive, including those of presidents of the United States, heads of state, queens and kings, celebrities, CEO’s and captains of industry. (Ferraro, 1/9/03 Tr., 44:23 — 45:6). 55. The VIP designation consists of a number from one to four. (Camacho 12/20/02 Tr., 18: 14-21). Different VIP codes are assigned to each guest, and reports can be generated by the VIP codes. (Camacho, 12/20/02 Tr., 31: 9-17). A VIP code of 1 is the highest, and is usually attained only by someone who is a CEO of a prominent company, a head of state or otherwise someone with a very high standing to the company. (Camacho, 12/20/02 Tr., 31:22-25, 32:1-2). 56. The comment section includes information which may be a preference that the guest may have during his stay and/or that he is a repeat guest. (Camacho 12/20/02 Tr., 18: 22-25, 19: 1-25, 20: 1-20); (Bolivar 12/16/02 Tr., 77: 9-25). 57. The purpose of the guest profile is essentially to allow personalized treatment toward the guest and to know of his or her preferences so that Four Seasons can provide customer service of the highest quality. (Bolivar 12/16/02 Tr., 78: 7). 58. Four Seasons considers the information contained in the guest profiles to be confidential pursuant to its policies and procedures. Therefore, it takes steps to safeguard the secrecy of that information. (Bolivar 12/16/02 Tr., 78: 13-19). 59. By flipping to different Fidelio screens, one can access a particular guest’s stay history with a hotel. (Camacho, 12/20/02 Tr., 20: 21-25, 21: 1). A guest profile is different than a guest history. A guest history is a simple outline of the guest stay in the hotel, such as when he arrived and left and how much he spent. A guest profile goes much deeper, and includes other hotels the guest has traveled to, and personal information concerning his or her preferences and other personal details. (Ferraro, 1/9/03 Tr., 124:7— 125:1; Henry, 1/10/03 Tr., 79:23 — 80:5). 60. The guest history information provides information about the total individual stays and one can then access the specific data for each day. (Camacho, 12/20/02 Tr., 21: 2-4). The detail screen contains information about the arrival date, the date that the guest leaves, the rate he paid, data pertaining to the guest’s credit card and other information pertaining to marketing, such as marketing goal source and other useful data to the corporate marketing department. The screen also contains information about the income that the particular guest generated to the hotel, broken down between different areas such as room revenue or food and beverage revenue. (Camacho, 12/20/02 Tr., 21: 2-10). 61. The market code reflects information about which market generated the guest’s reservation. For example, WWC is a market code which represents that the guest’s stay was generated from WorldWide Corporate Four Seasons. 62. Fidelio also tracks the status of each guest. For example, the system tracks whether the guest is in-house, when the guest will leave and the history and profiles for each guest. If a guest stays in one Four Seasons Hotel and then makes a reservation at another hotel, the second hotel has access to the guest profile from the first visit. (Bolivar, 12/16/02 Tr., 78: 8-12). 63. Fidelio also contains data within the database which Four Seasons treats as confidential because it has information pertaining to Four Seasons’ global corporate accounts, preferred travel agency partners, as well as other information that is only for Four Seasons’ use. (Camacho, 12/20/02 Tr., 13: 23-25,14: 1-2). 64. Four Seasons’ corporate accounts are those global commercial accounts which generate stays at Four Seasons Hotels worldwide, and which Four Seasons recognizes as having generated substantial profits worldwide. (Camacho 12/20/02 Tr., 14: 3-7). Examples of these corporate accounts include Exxon Mobil and Coca-Cola. (Camacho, 12/20/02 Tr., 14: 8-11). Four Seasons’ relationships with its global corporate customers have been built up over time as Four Seasons has delivered a high level of service, and consistency of service, that these customers have come to expect from Four Seasons. (Lind, 1/6/03 Tr., 98: 19-25, 99: 1-3). Four Seasons maintains worldwide sales offices in Los Angeles, Chicago, Atlanta, London, Paris and the Far East to strengthen its relationships with its global corporate customers. (Lind, 1/6/03 Tr., 99: 10-21). 65. Four Seasons’ preferred partners are those travel agencies that Four Seasons affords a preferred treatment to based upon the profits that they generate to Four Seasons Hotels worldwide. (Camacho, 12/20/02 Tr., 14:14-17). 66. Corporate accounts and preferred partners are global and not specific to any one local hotel. (Camacho, 12/20/02 Tr., 14: 18-22). Four Seasons does not share information about its corporate partner accounts or preferred partners with anyone outside of Four Seasons. (Camacho 12/20/02 Tr., 14: 23-25,15:1). 67. The information contained in Fide-lio contains valuable information that gives Four Seasons a competitive advantage in the marketplace by enabling Four Seasons to anticipate a guest’s needs upon arrival and “all the type of information that a luxury hotel would want about taking care of its customers.” (Ferraro, 1/9/03 Tr., 45: 14-25,46: 1-9). 68. Four Seasons takes extensive measures to ensure the secrecy of the data contained in Fidelio. (Ferraro, 1/9/03 Tr., 44: 19-21; Henry, 1/10/03 Tr., 80: 6-7). Scala 69. The Scala system stores a financial information database which provides invaluable tools for internal financial management purposes. (Lind, 1/6/03 Tr., 102: 9-22). 70. Four Seasons has never shared its Fidelio or Scala databases or the information contained in the databases with an owner, nor did Four Seasons ever consent to Consorcio having access to these databases. (Lind, 1/6/03 Tr., 101: 23-25, 102: 1-5, 103: 2-8; Ferraro, 1/9/03 Tr., 45: 7-13). The Data Stolen on February 22, 2002 71. On February 22, 2002, Bolivar received two letters from Consorcio Barr requiring access to Bolivar’s office and information that was maintained on several Four Seasons’ computer servers in her office. (Bolivar 12/17/02 Tr., 62: 9-18). 72. Four Seasons’ policy forbids employees from providing information to the owners; rather, employees are required by policy to refer the owner to the General Manager. (Bolivar 12.17.02 Tr., 23: 1-11). Therefore, Bolivar contacted the General Manager of the hotel, who instructed her not to provide any information. (Bolivar 12/17/02 Tr., 62: 16-22). 73. Bolivar informed Consorcio that Four Seasons was not going to provide Consorcio with the information that they were requesting. Lautauro Barrera reacted by getting very upset and saying that if Bolivar was not going to provide the information, he would not provide Bolivar access to her own office. Barrera then posted two people in the entrance to Bolivar’s office so that she would not be able to get in. (Bolivar 12/17/02 Tr., 63: 2-17). 74. Immediately following that incident, Bolivar went to the Human Resources office of the hotel to wait for the situation to calm down. However, when it did not, she returned to her office with Bob O’Neil, the director of security for the hotel, in order to retrieve her purse. (Bolivar 12/17/02 Tr., 64: 6-15). 75. When Bolivar and O’Neil attempted to retrieve Bolivar’s handbag, Eduardo Bencomo blocked the entrance to the doorway and then radioed for Consorcio’s security personnel. O’Neil requested additional hotel security personnel and a fight ensued. (Bolivar 12/17/02 Tr., 64:16-25, 65: 1). 76. After Bolivar retrieved her purse, she tried to leave the building, and was pursued by Consorcio’s security personnel who were radioing back and forth giving her location. During this process, Bolivar was concerned for her safety, as she was being followed by Consorcio’s security personnel. (Bolivar 12/17/02 Tr., 65: 5-9). When Bolivar tried to leave in her car, Consorcio’s security personnel blocked her car and said that she could not leave the hotel until she opened the door and gave Lautaro Barrera what he was asking for. (Bolivar 12/17/02 Tr., 65: 11-15). 77. Bolivar then exited her car and left the hotel walking. Consorcio’s personnel followed her and continued yelling at her. (Bolivar 12/17/02 Tr., 65:15-20). 78. Bolivar did not return to the hotel that night, but later, security called her and informed her that the door had finally been opened and Consorcio had copied information from the servers to some tapes. (Bolivar 12/17/02 Tr., 65: 21-25). 79. Thus, on February 22, 2002, a group of Consorcio’s personnel, including armed security guards, forcibly entered the Four Seasons’ computer systems room at the Caracas hotel. Under the pretext of self-executing a Venezuelan court order, Consorcio’s personnel downloaded onto back-up tapes all of the guest information and data stored electronically on the Fide-lio server in Caracas, as well as all of the financial information and data stored electronically on the Scala server. The general manager of the hotel advised Consorcio that these actions were in violation of a United States court injunction, but Con-sorcio responded that the U.S. order meant nothing to them. (Lind, 1/6/03 Tr., 92:22 — 96:1). 80. On the morning of February 23, 2002, Bolivar returned to the hotel and ran reports to determine what information had been downloaded the day before. Bolivar generated two separate reports from the arch serve utility, one showing a summary of the information that had been downloaded the day before, and a second report detailing file by file all the files that Con-sorcio transferred from the Four Seasons’ network to a tape backup. (Bolivar, 12/17/02 Tr., 66:11-25, 67:1-18, 68:2-17; Plaintiffs’ Exhibits 10 and 18). 81. Bencomo admitted that the backup taken by Consorcio on February 22, 2002 included the programs and data contained in three key databases of the hotel: Fide-lio, Micros and Scala. (Bencomo, 01/16/03 Tr., 137: 5-23). 82. The plain language of the License Agreement provides that Consorcio may only be entitled to hard copy print-outs of •guest histories upon request. The License Agreement vests Consorcio with no rights to Four Seasons’ raw data in electronic form, nor does it provide Consorcio with any rights to the entire guest profiles maintained in Fidelio. (License Agreement § 5.05, Plaintiffs’ Exhibit 1). 83. Additionally, nowhere in the License Agreement is Consorcio provided rights to the information contained in the Micros or Scala systems. (Plaintiffs’ Exhibit 1). 84. In fact, Consorcio acknowledges that the guest history reports it received were limited solely to guests’ names, dates of arrival and dates of departure, and that they were provided in hard copy as specified in the License Agreement. (Barrera, 1/21/03 Tr., 13: 23-24, 14: 9-10, 127: 6-11). Consorcio asserts that for a brief period of time it was able to access this information on a Four Seasons’ intranet page, but the extent of this information, too, was limited to guest names, dates of arrival and dates of departure. Consorcio acknowledges that Four Seasons refused to provide it access to the Fidelio system online. (Barrera, 1/21/03 Tr., 15: 3-5). 85. The information taken by Consor-cio on February 22, 2002 included information regarding Four Seasons’ global corporate customers, such as major U.S.-based clients like Chevron, Exxon Mobil, Goldman Sachs and BellSouth, each of which represents a substantial corporate customer based on numbers of nights spent per year at Four Seasons’ properties worldwide. (Lind, 1/6/03 Tr., 99: 22-25; 100: 1-25; 101: 1-7,148: 11-13). 86. The data taken by Consorcio on February 22, 2002 included proprietary information which, pursuant to the License Agreement, Consorcio was not entitled to have. (Plaintiffs’ Exhibit 1). The definition of Proprietary Materials in the License Agreement makes an important distinction relating to a hard copy of a guest history, because if a guest history has to be provided under some unusual circumstance, “we would print out a hard copy and exclude the profile of the guest from that copy, which the profile and the history of the guest we would not give to an owner.” (Ferraro, 1/9/03 Tr., 50: 13-25, 51: 23; Plaintiffs’ Exhibit 1). 87. The Fidelio program is a relational database, which is a series of databases linked together by certain cues and keys. (Bolivar 12/17/02 Tr., 69:19-25, 70: 1-11). The information contained in the Fidelio database which was copied by Consorcio Barr on February 22, 2002 included information from the main system for managing the hotel. Therefore, Consorcio had a history of everything the hotel had done and a history of everything that each guest had done at the hotel. Consorcio also obtained information regarding reservations, guests, guests’ preferences and anything guests may have charged at any of the charging centers. Additionally, Con-sorcio obtained marketing information and information regarding guests’ personal information including telephone numbers, addresses and so on. (Bolivar 12/17/02 Tr., 70: 16-25,71: 1). 88. Lautaro Barrera did not have a user ID for Fidelio in Caracas and Bolivar never installed the Fidelio software on Barrera’s computer. Therefore, Lautaro Barrera did not have authorized access to Fidelio. (Bolivar, 12/17/02 Tr., 71:15-25, 72: 1). 89. By taking the data that was backed up on February 22, 2002 by Consorcio, and placing it on a laptop computer, it would be possible to access the entire Fidelio database and all the data contained in that copy or a backup of the data. (Bolivar, 12/17/02 Tr., 74: 4-7; Camacho, 1/20/02 Tr., 15: 2-10). 90. Using a compact disc copy of the information that Consorcio copied on February 22, 2002, Bolivar and Camacho were able to restore the Fidelio database and program onto a laptop computer. (Bolivar, 12/17/02 Tr., 74:20-25, 75:1-8; Plaintiffs Exhibit 47). They found that it contained the Fidelio program with all the information which was in the database up to February 22, 2002. (Camacho, 12/20/02 Tr., 15: 11-14). . . 91. It took approximately 20 minutes to restore the information from the backup to access Fidelio. (Bolivar, 12/17/02 Tr., 75:16-18). After restoring the backup, Bolivar used her user ID and password, and was able to fully access the Fidelio database as it existed on February 22, 2002. (Bolivar, 12/17/02 Tr., 75: 19-28). After accessing the database, Bolivar was able to retrieve the guest profiles of Robert Amsterdam and Juan Rodriguez, Four Seasons’ attorneys, and print hard copies of them. (Bolivar, 12/17/02 Tr., 76:2-17; Plaintiffs Exhibit 46). 92. Although the Fidelio data that was on the disc related to the Four Seasons Caracas, it also contained confidential information about Four Seasons’ global corporate accounts and preferred partners. (Camacho, 12/20/02 Tr., 15: 15-17). 93. After restoring the data, Camacho was able to fully access the Fidelio database and exercise full control over it using an old password belonging to Rosa Bolivar. (Camacho, 12/20/02 Tr., 16:1-3). Bencomo had previous knowledge of Bolivar’s old passwords from when he worked for Four Seasons. (Bolivar, 12/11/02 Tr., 25:24). The Stolen Data Is Confidential and Proprietary 94. The Court viewed a demonstration conducted by Camacho of the Fidelio database that had been taken by Consorcio, which included various screens of the Fide-lio program (and the data contained in each), as well as showing the Fidelio program’s capability to generate a variety of management and marketing reports. 95. In an example demonstrated to the Court from the database taken by Consor-cio on February 22, 2002, a guest profile existed of the Chief Financial Officer of Chevron Texaco, who had stayed at the Four Seasons Hotel Caracas. (Camacho, 12/20/02 Tr., 32: 3-13). The guest profile indicated that he was married, identified the name of his spouse, listed his passport number, mentioned the fact that he had a pet, including the pet’s name, and contained various specific remarks. (Camacho, 12/20/02 Tr., 32: 1425, 33: 1). The remarks included the fact that he was traveling with three children, listed their names and ages, and also included information about certain complaints that had been lodged by his wife. The guest profile also allowed access to a separate guest history screen which showed information about how many times he had stayed at the Four Seasons Hotel Caracas. (Camacho, 12/20/02 Tr., 33: 15-17). The rate code for the guest stay of the CFO indicated that it was CHEV, making a reference to a negotiated corporate rate code. (Camacho, 12/20/02 Tr., 33: 22-25, 34: 1-3). The rate code indicates that Chevron Texaco was one of the global partners which has a worldwide relationship with the Four Seasons, and which was the source of this particular stay in Caracas. (Camacho, 12/20/02 Tr., 34: 4-6). 96. The demonstration also showed that the Fidelio program contains information about profiles for different corporate partners. These profiles allow access to the history screen which identifies all the different stays that anyone affiliated with that particular corporate partner had taken at the Four Seasons Hotel Caracas. (Camacho, 12/20/02 Tr., 34:10-16). The corporate profile screen provides information as to the total number of room stays and room nights, as well as the revenue which a particular corporate client represents to the hotel. (Camacho 12//20/02 Tr., 34: 14-19). The corporate profile also contains links to the specific guest who stayed, which by following a link would take the user to the specific guest profile of that individual guest. (Camacho, 12/20/02 Tr., 35: 1-2). 97. The Fidelio database identified the various global corporate partners of Four Seasons whose employees stayed at the Hotel Caracas, and had information about the contact person for each corporate partner. A review of the February 22, 2002 Fidelio database identified that these Four Seasons’ global corporate partners included, among others, Chevron Texaco, Chevron USA, Exxon Mobil, American Express, Goldman Sachs, Coca-Cola, and Lucent Technologies. (Camacho, 12/20/02 Tr., 34: 1-3, 20-21, 35:6, 14-18, 37: 19-22, 38: 6-9). 98. The Fidelio database which was restored from the disc made from the backup tapes taken by Consorcio Barr contained 9,894 individual guest profiles, 1,138 corporate profiles, information about 811 travel agents, 84 profiles of group sources, and 71 profiles of group masters. (Camacho 12/20/02 Tr., 38: 19-25, 39: 1-10). 99. The guest history information contained in this database was only specific to the Four Seasons Hotel Caracas. If the system were to try to replicate the guest history information from all the various hotels, it would be too large. (Camacho, 12/20/02 Tr., 42: 22-25; 43: 1-13), 100. In contrast, the guest profiles are stored and shared among all Four Seasons hotels worldwide through the global database. (Camacho, 12/20/02 Tr., 43: 13-14). 101. Specifics of a stay by a particular guest at a particular hotel are not transmitted to the central database, only the guest’s profile (including preferences). (Camacho, 1/6/03 Tr., 19: 10-21.) When a new guest goes to stay for the first time at a Four Seasons Hotel, that hotel may download the guest’s profile from the central Fidelio database, if he or she had previously stayed at another Four Seasons Hotel. While the profile would indicate that the guest is a previous guest of Four Seasons, it would not have the details of prior stays which were at a different hotel. (Camacho, 1/6/03 Tr., 20: 4-24). This is because the central database would not be large enough to hold all this information. (Camacho, 1/6/03 Tr., 20: 22-24). The Caracas Local Network 102. Rosa Bolivar was Manager of Information Technology for the Four Seasons Hotel Caracas. (Bolivar, 12/16/02 Tr., 42: 22-25; 43: 1-2). 103. The IT or Systems Department at the Four Seasons Hotel Caracas consisted of two persons, Rosa Bolivar and an assistant, who was first, Eduardo Bencomo, and then later, Francisco Lafe. (Bolivar, 12/16/02 Tr., 44: 1-7) 104. The functions of a network administrator at the Four Seasons Hotel Caracas included responsibility of network security, providing maintenance for users, providing adequate access to users, making sure that the network was functioning in optimal conditions and regular monitoring. (Bolivar 12/16/02 Tr., 48:1-7). 105. As network administrator, Bolivar was also responsible for maintaining adequate access to files. In other words, Bolivar was responsible for ensuring that only certain people have access to certain files. (Bolivar, 12/16/02 Tr., 48: 15-17). 106. Bolivar’s function also included safeguarding the security of any data maintained on the Four Seasons’ network and administration of the network in general. (Bolivar, 12/16/02 Tr., 46:5-13). The Key Computer Systems of the Hotel 107. The Four Seasons Hotel Caracas had approximately eight (8) servers in operation. The six most important servers were (i) the Lotus Notes server for e-mail; (ii) the Scala server for financial accounting; (iii) the Delphi server for catering and sales; (iv) the Fidelio server for guest management; (v) the Micros server for food and beverage point of sale, and (vi) the Vingeard server for control of the security system for the hotel and access to guestrooms. (Bolivar, 12/16/02 Tr., 66: 1-19). 108. The Lotus Notes server was connected to all of the servers for all Four Seasons’ worldwide to allow e-mail communication. Aside from that, it also provided access to Four Seasons’ corporate databases which provided other information. For example, the server contained financial information regarding guest occupancy and information regarding the different policies for different divisions and standards. (Bolivar 12/16/02 Tr., 66: 20-25, 67: 1-3). The Four Seasons Caracas Lotus Notes server would replicate itself with the central server in Toronto. (Bolivar, 12/16/02 Tr., 67: 6-14) 109. The databases which were contained on the Lotus Notes server were not local databases but rather belonged to Four Seasons worldwide. Each hotel would provide or feed information into those databases by updating and sharing information so that all hotels would have access to it. (Bolivar, 12/16/02 Tr., 67: 16-23). 110. The databases and the Lotus Notes servers are an integral part of the operations of Four Seasons because the databases contain information on the chain’s core standards, information about the way Four Seasons does things, information regarding occupancy data and marketing goals and information regarding finances. Indeed, it is a summary of the most important information shared among Four Seasons personnel at the executive level. (Bolivar, 12/16/02 Tr., 68: 4-10). 111. A user in Caracas would access the Lotus Notes server in Caracas, which had information that had been downloaded by the Lotus Notes server in Caracas from the main server in Toronto. (Bolivar, 12/16/02 Tr., 69:1-6). The server in Toronto gathered all the information from all the hotels worldwide and then through it, each server at each individual hotel is updated and in that manner, the information is shared. (Bolivar, 12/16/02 Tr., 69: 4-8). The Lotus Notes server communicates with the master server in Toronto over the Internet using the Open Reach VPN firewall gateway. (Bolivar, 12/16//02 Tr., 69: 9-21). 112. The Lotus Notes server, as well as the Fidelio server, Scala, Delphi, Vingcard and other servers, were all located in the Systems Office at the Four Seasons Hotel Caracus, which was an area that Four Seasons controlled. (Bolivar, 12/16/03 Tr., 71: 10-22). 113. The servers were placed in the Systems Office because for technical support purposes, it would be easier for Bolivar and her staff to provide support if the hardware was nearby. (Bolivar, 12/16/03 Tr., 71: 23-25,72: 1-2). 114. The Systems Office was also secure, so these servers were additionally kept in this office for security reasons. (Bolivar, 12/16/02 Tr., 72: 3-8). 115. The network also contained personnel files, files for every division of the hotel and databases for all systems. (Bolivar, 12/16/02, Tr., 48: 10-12). The Caracas Intranet 116. The Four Seasons Caracas Hotel also had a local Intranet designed by Bolivar, which contained information about guests and events. This local intranet was only accessible by computers belonging to Four Seasons Hotel Caracas. (Bolivar, 12/18/02 Tr., 70:9-15). In order to access the Four Seasons Hotel Caracas Intranet, the user had to have a valid Four Seasons network log in and network password. (Bolivar, 12/18/02 Tr., 70:16-19). 117. While information on the Intranet contained a guest’s name, company, and room, it did not contain all of the information from the guest profile, such as preferences, guest charges and other information. (Bolivar, 12/18/02 Tr., 72:1-13). There were other areas of the Intranet that were only accessible with an extra password, which password was only given to planning committee members and certain of the hotel managers (approximately 15 out of the total 400 employees in Caracas). (Bolivar, 12./18/02 Tr., 73: 16-25, 74: 1-3). 118. The Intranet was a part of Four Seasons’ local computer network. (Bolivar, 12/18/02 Tr., 73: 10-12). Pre-Opening Network Difficulties 119. Four Seasons had a pre-opening team at the Hotel which was involved in the installation or implementation of the physical computer network at the Four Seasons Hotel Caracas. (Bolivar, 12/16/02 Tr., 49: 15-20). The pre-opening team was responsible for ensuring that the computer systems were ready for the Hotel’s opening and for installing missing or needed components. Team members immediately noticed problems. First, the owners had not purchased the required hardware to meet the specifications provided to them. Additionally, the local networks for Con-sorcio and Four Seasons were integrated into a single network. (Camacho, 12/18/02 Tr., 80: 3-9). This was not in accordance with the specifications that Four Seasons had provided to Consorcio as part of the pre-opening process. (Camacho, 12/18/02 Tr., 81:15-19). 120. In all Four Seasons Hotels, the owners are responsible for providing to Four Seasons all equipment, including computer hardware equipment. (Camacho, 12/20/02 Tr., 11: 19-22; 81: 9-11; Plaintiffs’ Exhibit 1). The equipment purchased by Consorcio is for the exclusive use of Four Seasons in operating the Hotel. (Plaintiffs’ Exhibit 2, at Section 5.01). 121. Typically, owners are very cooperative in providing this hardware because it is in their best interests to make the hotel operation successful. This however, did not happen in Caracas, where the owners refused to cooperate in providing the hardware specified by Four Seasons. (Camacho, 1/6/02 Tr., 21:14-23). 122. Prior to opening the Four Seasons Hotel Caracas, personnel from Four Seasons Corporate performed an inspection at the site. According to that inspection, a list was compiled which contained all the various furniture, fixtures and equipment that would be necessary to operate the different sections of the Hotel. This list was provided to Consorcio and included a detailed set of specifications and requirements for the Hotel computer systems. (Camacho, 12/20/02 Tr., 43: 2-25, 81:3-8). 123. The Four Seasons’ computer system specifications are the fruit of years of experience throughout other hotels, and the hardware listed on the specifications with their particular features gives the best cost-benefit utility and allows the computer systems to work 365 days a year with a minimum of downtime. (Camacho, 12/18/02 Tr., 82:2-6). Minimizing downtime is critical because downtime means guest income is reduced, resulting in a loss to the hotel. (Camacho, 12/18/02 Tr., 82:7-11). 124. After the pre-opening team’s initial assessment, Camacho went to meet with Alejandro Soto, the designated Con-sorcio technical liaison, to ask Consorcio to provide the necessary hardware to allow the Hotel’s computer network to operate properly. (Camacho, 12/18/02 Tr., 83:4-8; Bolivar, 12/16/02 Tr., 63: 1-2, 16-25, 64: 1-6,17-21). 125. In response, Soto rejected Camacho’s request, saying that the network was configured the way it was because that is how Consorcio wanted it, and that Consor-cio wanted to have access to the Four Seasons network and all its systems. (Camacho, 12/18/02 Tr., 83:9-13). 126. Whenever hardware was needed for the Four Seasons Hotel Caracas, the equipment had to be requested from Lau-taro Barrera. Unless Barrera approved the purchase of equipment needed, Four Seasons would not get the equipment. (Bolivar 12/17/02 Tr., 36: 18-23). 127. On several occasions before and during the opening, Four Seasons provided Lautaro Barrera a list of hardware that was needed in the Hotel. (Bolivar, 12/17/02 Tr., 36:7-10). Four Seasons continued to ask for that hardware, but did not receive it. (Bolivar, 12717/02 Tr., 36 6-10). 128. In none of the other properties where Camacho has been part of the pre-opening team has the owner sought to have access to the Four Seasons’ computer network. (Camacho, 12/18/02 Tr.,80:13-15). In fact, Four Seasons has a policy of not providing access to the hotel network to anyone, not even the respective hotel owners. (Camacho, 12/18/02 Tr., 80:16-19). 129. When Camacho was unable to get a resolution from Soto, she raised the problem with Charles Ferraro. (Camacho, 12/18/02 Tr., 83:22-24). Previously, Ferraro had instructed Camacho to notify him if Consorcio attempted to instruct Camacho to do anything which deviated from Four Seasons’ policies or standards. (Camacho, 12/18/02 Tr., 83:24-25, 84:1). 130. Four Seasons notified Barrera and Consorcio that the unified network was not in accord with Four Seasons’ standards and policies, and that Camacho had contacted Soto to request the hardware needed to separate the networks. (Camacho, 12/18/02 Tr., 85:4-8). Barrera’s response was that Consorcio wanted to have access to the Four Seasons network and, at any given time, wanted to be able to go into Fidelio and access the data without having to go through Four Seasons. (Camacho, 12/18/02 Tr., 85: 8-11). The Connected Physical Network 131. The decision to create a single physical network to be shared between Consorcio and Four Seasons was made by Consorcio. (Bolivar, 12-16-02 Tr., 62: 1-8). Four Seasons did not agree with that decision, and communicated that disagreement to Consorcio, as it was against policy for Four Seasons to share the same network with the owners of the Hotel. (Bolivar 12/16/02 Tr., 62: 10-14, 62:15-18). However, through a series of passive-aggressive maneuvers, Consorcio effectively precluded Four Seasons from separating the networks. 132. From the beginning, Consorcio tried to get Four Seasons to be part of their network, as part of the pre-opening office. (Giacometti, 1/7/03 Tr., 20: 14-22). Four Seasons never agreed to be part of Consorcio’s network because such integration would have facilitated Consorcio’s ability to access proprietary or confidential information that belonged to Four Seasons. (Giacometti, 1/7/03 Tr., 21: 3-8). 133. In December 2000, Four Seasons found evidence that Consorcio had obtained the ability to access Four Seasons’ systems. (Ferraro, 1/8/03 Tr., 44: 12-16). Four Seasons’ senior executive in charge of opening the Caracas Hotel immediately confronted Consorcio’s vice-president, stating “my people tell me you are into our systems, into our computer systems.” (Ferraro, 1/8/03 Tr., 45: 21-22; Ferraro, 1/9/03 Tr., 124: 18-21; Camacho, 12/18/02 Tr., 81:15-23, 84:4-13; Giacometti, 1/7/03 Tr., 24: 1-14). 134. In fact, when faced with this accusation, Consorcio’s vice-president responded, “So? I’m the owner. I can do anything I want.” (Ferraro, 1/8/03 Tr., 45: 23-24; Giacometti, 1/7/03 Tr., 24: 21-25, 25: 1-2). Moreover, Consorcio did not deny the direct accusation that it was “in Four Seasons’ computer systems.” (Ferraro, 1/8/03 Tr., 46:25, 47: 1-5; Ferraro, 1/9/03 Tr., 134: 22-25,135:1). 135. Four Seasons then replied that such actions were not proper and in fact were against the law, and instructed its technical staff to do whatever could be done to remedy the situation. (Ferraro, 1/8/03 Tr., 47: 6-25,47: 1-11). 136. Thus, Consorcio was never given permission to have direct access to the Four Seasons data, and Four Seasons’ policy of not allowing anyone outside the Four Seasons organization to have direct access to the data was reiterated to Barrera and Consorcio repeatedly. (Giacometti, 1/7/03 Tr., 27: 2-5,16-18). 137. At the conclusion of this meeting with Barrera, Consorcio agreed to the separation of the networks. (Camacho, 12/18/02 Tr., 87: 9-10). Pre-Opening efforts to Separate the Networks 138. Bolivar and Four Seasons then attempted to try to physically separate the network from Consorcio by, among other things, requesting that Consorcio buy additional hardware which was only for Four Seasons and also by attempting to create a separate private virtual network. (Bolivar, 12/16//02 Tr., 62: 19-25). 139. Camacho met with Soto a few days later and provided a list of the equipment required. (Camacho, 12/18/02 Tr., 87:9-18). Soto tried to impose — as a condition for Consorcio to purchase the equipment required to separate the networks — - that Four Seasons provide Consorcio with all the passwords for the systems. (Camacho, 12/18/02 Tr., 87: 23-25, 88:1-5; Bolivar 12/16/02 Tr., 65: 15-24). Soto was particularly interested in the password to the Vingcard server, which controlled the electronic keys. (Camacho, 12/18/02 Tr., 88:4-5). 140. Camacho immediately notified Ferraro of the new condition Consorcio was trying to impose, and as a result, Ferraro called another meeting with Lau-taro Barrera. (Camacho, 12/18/02 Tr., 88:8-13). At that meeting, Four Seasons again reiterated it would not provide Con-sorcio with access to its network or databases. (Camacho, 12/18/02 Tr., 88:16-18). 141. Four Seasons then instructed Camacho to use all efforts possible to separate the Four Seasons and Consorcio networks. (Camacho, 12/18/02 Tr., 88:19-22). Camacho then created separate VLANs (logical networks) to prevent further access by Consorcio to the Four Seasons network. (Camacho, 12/18/02 Tr., 90:2-15). Four Seasons’ Network Security Protocols 142. Each Four Seasons’ authorized user has a specific access level associated with his or her ID. Once the ID is validated with a password, the user can see detailed information on the network. (Bolivar, 12.16.02 Tr., 68: 18-22). Approximately 150 of the 400 employees of the Four Seasons Caracas Hotel had a network user ID account. Each ID account had different rights depending on the function or work that the employee performed for the company and also depending on the position he or she held. (Bolivar, 12/16/02 Tr., 72: 20-25, 73: 1). 143. The individual employee’s superi- or was responsible for sending a request to the network administrators indicating what level of access the employee needed, and based upon that request, either Bolivar or Bencomo would create the new user’s account and assign to that user the appropriate access rights. (Bolivar, 12/16/03 Tr., 73: 4-10). 144. For a typical employee to access the Four Seasons network, such as an assistant manager of the front desk, he or she must first log into the Four Seasons network by typing in a valid log in and password. Once he has access to the network, he then has available to him access to different applications. (Bolivar, 12/17/02 Tr., 32:6-13). 145. Access to the Fidelio software program also requires a user name and password, and that password is different from the network password. (Bolivar, 12/17/02 Tr., 32: 14-19). The employee’s e-mail account password would not necessarily be the same as either the Fidelio application or the network log in. (Bolivar 12/17/02 Tr., 32:20-23). Bencomo, as part of his duties when he was assistant manager, learned how to set up users for the network and applications. In so doing, he would obtain information from the individual employee as to what they wished their passwords to be and then he would set their passwords on the system. (Bolivar, 12/17/02 Tr., 32: 24-25, 33: 1-17). 146. All access by Four Seasons’ employees, however, was subject to the Four Seasons’ Electronic Systems Policy and to the Management of Confidential Information policy. (Plaintiffs’ Exhibits 23 and 24). 147. Four Seasons has a company wide policy regarding employees having access to proprietary and confidential information. (Giacometti, 1/7/03 Tr., 25: 25, 26: 1-2). Each employee, including general managers of the hotel must sign a confidentiality agreement when they start working with the company, which advises them in writing that all information that they have access to cannot be shared with any third party. (Giacometti, 1/7/03 Tr., 26: 3-7; Bolivar, 12/16/02 Tr., 44: 12-25, 45: 1-12; Camacho, 12/18/02 Tr., 85:17-20, 86: 6-13; Plaintiffs’ Exhibit 23). This policy is company wide. It is enforced in every hotel and is not specific to Caracas. (Giacometti, 1/7/02 Tr., 26: 8-9). 148. The purpose of the electronic systems policy is to inform Four Seasons’ employees that they handle private information which only hotel employees should handle, and thus, is an effort to safeguard the secrecy of such information. (Bolivar, 12/16/02 Tr., 46: 1-4). 149. Four Seasons continually enforces this important confidentiality policy because individual guests provide a great deal of personal information and those guests expect Four Seasons to maintain the confidentiality of that information. The policy is also important because if Four Seasons were to no longer operate a specific hotel, the information contained in those databases would be valuable to the owner who might want to transmit that information to a new operating company for that hotel. (Giacometti, 1/7/03 Tr., 26: 10-22). This would have a direct negative impact on Four Seasons, because it would result in a loss of business for Four Seasons, as well as loss of trust from the various guests, suppliers, vendors and entities that Four Seasons does business with. (Giacometti, 1-7-03 Tr., 26:23-25, 27: 1). 150. Bencomo was aware of Four Seasons’ corporate wide electronic systems policy and confidential information policy, as it was a frequent topic of conversation. Indeed, it was the responsibility of various systems personnel, including Bencomo, to make sure that information was maintained securely and to further ensure its integrity. (Camacho, 12/20/02 Tr., 5: 21-25,6: 1-6). 151. Four Seasons views the information which guests share with Four Seasons as confidential and given to Four Seasons, not to any hotel’s owner, such as Consor-cio. (Camacho, 12/18/02 Tr., 85:12-15). Indeed, a guest is normally totally unaware of an owner’s role or even identity at a particular hotel. 152. Additionally, the Four Seasons Hotel Caracas, and other Latin American Four Seasons Hotels, had a policy to protect the safety and integrity of their confidential information which had been translated into Spanish. This Spanish policy had to be read and signed by all Hotel employees upon being hired by the Hotel acknowledging that they would adhere to the policy. (Bolivar, 12/16/02 Tr., 46: 22-25, 47: 1-4; Camacho, 12/18/02 Tr., 87: 2-4; Plaintiffs’ Exhibit 24). The Spanish translation (Plaintiffs’ Exhibit 24) is used at the Four Seasons hotels in Mexico, Caracas, Buenos Aires — all the Spanish-speaking Four Seasons. (Camacho, 12/18/02 Tr., 86:22-25, 87:1). The Hotel’s Network Conñguration after Opening 153. Plaintiffs’ Exhibit 21 accurately reflects the layout of the computers at the Four Seasons Hotel Caracas. (Bolivar, 12/16/02 Tr., 51:13-16). 154. Plaintiffs’ Exhibit 21 shows that the hardware was divided into several sections: inside an oval on that exhibit is the room where the main hardware used to communicate with the network is located. Included in this har