OPINION AND ORDER Sadiant Health, LLC (“Sadiant Health”) and its sole member, Sadiant, Inc. (“Sadiant” or the “Company,” and together with Sadiant Health, “Plaintiffs”), operate a mobile-and web-based software application (the “Sadiant Health App” or the “App”) that assists healthcare facilities in filling shift vacancies with qualified nurses and clinicians. In 2022, Plaintiffs and Defendant Penstock Consulting, LLC (“Penstock” or “Defendant”) entered into a Master Services Agreement (the “MSA”), pursuant to which Defendant agreed to perform various software development services related to the Sadiant Health App. In early 2023, the parties’ relationship soured, culminating in a failed attempt to take over the Company by Defendant’s President, Joseph Williams, who was then also serving as Sadiant’s Chief Technology Officer. Thereafter, according to Plaintiffs, Defendant endeavored to sabotage Plaintiffs by removing and/or destroying proprietary, copyright-protected information housed on Sadiant’s computer systems. Plaintiffs filed the instant action in September 2023, principally seeking — among other forms of legal and equitable relief — a declaratory judgment concerning certain work product that Defendant had developed for Plaintiffs during the course of their partnership (the “Work Product”). In particular, Plaintiffs seek a declaration that the Work Product constitutes “work made for hire” under the Copyright Act, 17 U.S.C. §§201-216, which finding would guarantee Plaintiffs full authorship and ownership rights in the work. Before the Court is Defendant’s motion to dismiss the Complaint for lack of personal jurisdiction and improper venue under Federal Rules of Civil Procedure 12(b)(2) and (3), or, alternatively, to change and/or transfer venue pursuant to 28 U.S.C. §§1404(a) and 1406(a). In short, Defendant asks the Court to either dismiss this case or transfer it to federal court in Texas — where both parties reside and where the events underlying the Complaint took place — notwithstanding the MSA’s forum selection clause, which bestows “exclusive jurisdiction and venue” upon the federal and state courts of Manhattan, New York. For the reasons set forth below, the Court denies Defendant’s motion in full. BACKGROUND1 A. Factual Background 1. The Parties Plaintiff Sadiant, a Delaware corporation, develops mobile-and web-based software applications that assist healthcare facilities in filling time-sensitive shift vacancies by matching the facilities with appropriately qualified nurses and clinicians. (Compl. 8). The Company’s principal place of business is located in Fort Worth, Texas. (Id.). Plaintiff Sadiant Health is a Texas limited liability company, of which Sadiant is the sole member. (Compl. 9). Sadiant Health’s principal place of business is also located in Fort Worth, Texas. (Id.). Defendant Penstock is a Texas limited liability company that provides software development services to other businesses on a contractual basis. (Compl. 10). Its principal place of business is located in Northlake, Texas, and all of its members are residents of Texas. (Id.). 2. The Founding of Sadiant Sadiant was founded in 2016 by three individuals: John Kurth, who would ultimately serve as the Company’s Chief Financial Officer (“CFO”); Sarah Snetzer, who would ultimately serve as its Chief Executive Officer (“CEO”); and Leah Cooper, Snetzer’s sister and a former charge nurse. (Compl.
11-13, 29, 37). The idea for the Company came about when Snetzer and Cooper observed that the traditional process by which healthcare staffing agencies filled shift vacancies — relying on phone calls, texts, and emails — was time-consuming, inefficient, and expensive. (Id.
