o9 Solutions, Inc. v. SAP SE is a pending civil action in the United States District Court for the Northern District of Texas. o9 Solutions, a Dallas-based vendor of the o9 Digital Brain planning platform, filed the complaint on 2025-11-25 against SAP SE, SAP America, Inc. and three former o9 executives.[1] o9 alleges that the defendants misappropriated confidential information about its platform and business. The case does not concern a software licence dispute between a vendor and a customer. It is included here because it is a court record in which a planning software vendor asserts intellectual property rights in its own software and business information against a competitor, and it shows what a vendor says it protects and how. SAP has not been found liable. The sources reviewed are the complaint, one ruling on motions and the plaintiff’s press release.
Background
o9 and SAP compete in integrated business planning and supply chain planning software. The press release describes the complaint as asserting that SAP uses o9 trade secrets and confidential documents, including for its Integrated Business Planning offerings.[4] The three individual defendants are former o9 executives who later joined SAP. The press release says they were entrusted with access to o9 trade secrets and alleges that, before resigning, they downloaded over 20,000 confidential files covering technical design, marketing, sales and roadmap material.[4] These are o9’s allegations. The individual defendants characterize the matter in their briefing as an employment dispute between three Dutch residents and their former employer, as the magistrate judge records.[2]
The dispute
The complaint asserts five counts: misappropriation of trade secrets under the federal Defend Trade Secrets Act, misappropriation under the Texas Uniform Trade Secrets Act, breach of confidentiality agreements, breach of stock option agreements and tortious interference with contractual relations.[2] The prayer for relief seeks judgment on those claims, a declaration that the defendants have no right to use o9’s trade secrets and confidential information, preliminary or permanent injunctions against possessing, using or disclosing them and requiring return of the information, and damages including lost profits, unjust enrichment and a reasonable royalty where permitted.[1] The docket records a jury demand by the plaintiff.[3]
The complaint groups the information at issue into eight categories, which the magistrate judge quotes: the design, architecture, implementation and methodology of the core Digital Brain platform and related technologies; the product and solutions roadmap; client-specific capabilities, solutions and test cases; sales and marketing strategies; customer lists and customer intelligence; business and partnership proposals; competitive intelligence; and financial information.[2] The complaint also describes how o9 says it protects the information: confidentiality agreements with suppliers, vendors and contractors, an information classification system, encryption and password protection, need-to-know access to file repositories, physical access controls and employee confidentiality agreements.[2]
Procedural history
The individual defendants moved to dismiss the misappropriation claims for failure to state a claim and moved to dismiss on the ground of forum non conveniens, arguing that the dispute belongs in the Netherlands. SAP SE and SAP America moved to dismiss under Rule 12(b)(6) or alternatively for a more definite statement under Rule 12(e). The district judge referred the case to a magistrate judge for pretrial management.[2]
On 2026-08-11 the magistrate judge entered findings, conclusions and a recommendation that all three motions be denied.[2] On group pleading, he found that o9’s allegations against the SAP defendants collectively gave minimally adequate notice, noting o9’s allegation that both SAP entities hire employees through the same website.[2] On the substance, he found that o9 had plausibly alleged the existence of trade secrets, identifying document groupings and the measures taken to keep them secret, and had plausibly alleged misappropriation by each individual defendant, citing allegations of mass downloads before departure and transfers to personal accounts.[2] On forum non conveniens, he found that the individual defendants had not shown the Netherlands to be clearly more convenient, and declined the parties’ proposed alternative of severing and transferring the individual defendants because circuit precedent did not permit it on these facts.[2] The document sets a 14-day period for specific written objections, after which the district judge decides whether to adopt the recommendation.[2] The magistrate judge’s words show the standard applied: the motions test whether the complaint states a plausible claim, not the truth of the facts.[2]
At the time of retrieval the sources reviewed do not show an order adopting or rejecting the recommendation, an answer by any defendant or a trial date.
Significance for software licensing and SAM practice
The case is mainly of interest to licence and asset managers for three reasons.
First, it concerns the confidentiality of a SaaS vendor’s own documentation, design and customer-specific configurations. Customers of planning platforms often receive configuration guides, reference models and API documentation. The complaint’s categories of protected information include client-specific capabilities, solutions and test cases.[2] A customer that receives such material should treat the vendor’s confidentiality terms as part of its obligations.
Second, it involves two vendors that sell competing platforms. Customers who evaluate both, or who migrate from one to the other, may expose their own staff to confidentiality obligations to both vendors. The complaint’s allegation that a former executive’s downloads included files about a customer that the two companies competed for shows that vendor sales materials can become evidence in disputes.[2]
Third, the case is a pending, unresolved dispute. It does not establish any rule on licence scope, audit rights or metrics, and it should not be cited for one. For a case involving licence terms and SAP, see Celonis SE v. SAP SE. For o9’s commercial terms see o9 Solutions licensing.
Lessons learned
- Evidence of protection matters. The magistrate judge’s reasoning leaned on the confidentiality agreements, classification system and access controls that o9 pleaded.[2] A vendor, or a customer holding vendor confidential material, should be able to show who had access and under which terms.
- Exports and downloads are a control point. The allegations centre on large downloads before departure and transfers to personal email or cloud storage.[2] Organizations that hold platform documentation can review who may export it.
- People agreements matter alongside customer agreements. Two of the five counts rest on employee confidentiality and stock option agreements, not on any customer licence.[2]
- A recommendation is not a judgment. The ruling decides plausibility at the pleading stage, and the case remains pending.[2]