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Home My WebLink About96-02784 'l , l' .. , 3 .. ..., J " I , , , " , I 1', , :/ '~ ,) '~ .'1 ;' I',~ i ,;} ,1\' " ~ " .. . .. .J: .:I - ~ ~ f- d .l! oJ! <L. ~ (j ,. , ., ') ',' , ~;::,4' .. .;'/rliJt" " , , " , I , I I 1 I I , I , , ~ ~ " ... 'I, " , " ~ . ~: COMPLETE COMPUTER SOLUTIONS, INC. Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA v. NO. y~' vf 7 S l r ~ t~, ( JC.I.>>,- DAVID B. GOUDZWAARD, LORI GOUDZWAARD, DAWN MARIE ROBERTSON SIZRR and DAVID L. SIZER, t/d/b/a/: NET LINK, Defendants IN LAW NOTICE You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appe.:irance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO PIND WHERE YOU CAN GET LEGAL HELP. Court Administrator 4th Floor, Cumberland County Courthouse 1 Courthouse Square Carlisle, PA 17013 711 --<.UG 6 }Cr, ";.'." --- \ COMPLETE COMPUTER SOLUTIONS, INC. Plaintiff v. IN THE COURT OF COMMON PLEJl.S CUMBERLAND COUNTY, PENNSYLVANIA NO. '7l..) If'lL'lA.;'R' 7:.-4..... DAVID B. GOUDZWAARD, LORI GOUDZWAARD, DAWN MARIE ROBERTSON SIZER and DAVID L. SIZER, t/d/b/a NET LINK, Defendants IN LAW COMPLAINT AND NOW, comes Plaintiff, Complete Computer Solutions, Inc., by and through its attorneys, Killian & Gephart, and in support of this complaint in equity avers the following: 1. plaintiff, Complete Computer Solutions, Inc., is a. Pennsylvania corporation with its principal office at 225 South 19th Street, Camp Hill, Cumberland County, Pennsylvania 17011. 2. Defendants, David I,. Sizer and Dawn Marie Robertson Sizer, are adult individuals, husband and wife, with an address of 119 Sunset Drive, New Cumberland, Cumberland County, Pennsylvania 17070. 3. Defendants, David B. Goudzwaard and Lori Goudzwaard, are adult individuals, husband and wife, with an address of 621 Range End Road, Apartment #6, Dillsburg, York County, Pennsylvania 17019. 4. All four (4) defendants are former employees of Plaintiff, Complete Computer Solutions, Inc. 5. Defendant, David L. Sizer, was hired by Plaintiff two (2) years ago, and was the Service Manager for the past year. 6. During his employment, Defendant, David L. Sizer, entered into an oral agreement with Plaintiff whereby Plaintiff agreed to pay for Defendant, David L. Sizer's, training to become Novell certified. 7. Plaintiff agreed that it would wr.ite the cost of such training off over a period of three (3) years, but if Defendant, David L. Sizer, left Plaintiff's employ for any reason during that three (3) year period, Defendant, David L. Sizer, would have to reimburse Plaintiff for the payments. 8. Defendant, David L. Sizer, did, in fact, begin Novell Networking training to become Novell certified. 9. Plaintiff, Complete Computer Soluticns, Inc., spent approximately $7,600 on the Novell training for Defendant, David L. Sizer. 10. Defendant, David L. Sizer, subsequuntly represented to Plaintiff that he was very close to completing his Novell training. 11. Based on this representation of impending Novell Certification, Plaintiff paid Defendant, David L. Sizer, for his services at an elevated rate of $75.00 an hour, rather than the normal $20.00 an hour rate. 12. These representations were not true and Defendant, David L. SJ.zer, neither obtained the Novell certification nor was he close to obtaining such certification. 13. Defendant, David L. Sizer, has subsequently left Plaintiff's employ but has not reimbursed Plaintiff for its expenses arising from Defendant, David L. Sizer's, Novell training. 14. Defendant, David L. Sizer, signed an employment confidentiality and non-competition agreement. A true and correct copy of this agreement is attached hereto and marked as Exhibit "Alt. 15. Defendant, Dawn Marie Robertson Sizer, worked for Plaintiff until she voluntary resigned. 16. Defendant, Dawn Marie Robertson Sizer, signed an employment confidentiality and non-competition agreement. A true and correct copy of this agreement is attached hereto and marked as Exhibit "B". 17. Defendant, David B. Goudzwaard, worked as a Technician for Plaintiff until he resigned without notice. 18. Defendant, David B. Goudzwaard, signed an employment confidentiality and non-competition agreement. A true and correct copy of this agreement is attached hereto and marked as Exhibit nc". 19. Defendant, Lori Goudzwaard, was employed by Plaintiff and signed an employment confidentiality and non-competition agreement. A true and correct copy of this agreement is attached hereto and marked as Exhibit "D". 20. Paragraph 4 of the employment confidentiality and non- competition agreement states: For a period of (3) three years after termination or cessation of Employee's employment for any reason, Employee ~hall not, on his own behalf or on behalf of any other person or entity, either hire, solicit or seek to hire any employee of employer or any other manner attempt to induce any employee of employer to leave the employment of employer, nor shall I use or disclose to any person or entity any information concerning the employees of employer. 21. Pursuant to Paragraph 5 of the employment confidentiality and non-competition agreemont, former employees are forbidden, for a period of seven (7) year, from: directly or indirectly engage in the business of: (a) retail sales of computer related products; or (b) the design, manufacture, or sale of computer software; or (c) any other business that provides the same or similar services or products as those provided by Employer at the time of termination; either: (i) Within ar.y state in which Employer now conducts or may at the time of term!.nation conduct business or in which Employer had previously conducted husiness at the time of termination of Employee's employment; or (ii) To any person who was a customer of Employer or is or was a customer of Employer at any time during the term of Employee's employment with Employer. 22. Prior to leaving Plaintiff's employ, Defendants herein conspired to form their own business. 23. Upon leaving Plaintiff's employ, Defendants herein took materials from Plaintiff's business to assist in the formation of their new business. 24. Defendants have formed and are currently employed by a new business enterprise currently doing business in Pennsylvania under the name Net Link. 25. Net Link is currently in direct competition with Plaintiff's business since it specializes in LAN/WAN computer networking P.C. 26. The employment agreements signed by all the partJ.es hereto provide for the award of attorneys' fees and costs in all successful actions to enforce the terms of said agreement. , COUNT I - BRBACH OP ORAL CONTRACT 27. The averments of paragraphs 1 through 26 are incorporated hereby as if set forth fully and at length. 28. Defendant, David L. Sizer, breached his oral agreement with Plaintiff to reimburse Plaintiff for his Novell training if he left prior to the expiration of the three year period. 29. Plaintiff has not been reimbursed by Defendant, David L. Sizer, for the expenses incurred in his the Novell training. WHBRBPORIl, Plaintiff respectfully requests this Honorable Court to grant judgment in its favor and against Defendant, David L. Sizer, in an amount in excess of the jurisdictional limit for compulsory arbitration, including Plaintiff's reasonable attorneys' fees and costs. COUNT II - FRAUD 30. The averments of paragraphs 1 through 29 are incorporated hereby as if set forth fully and at length. 31. Defendant, David L. Sizer, represented to Plaintiff that he was nearly completed with his Novell training. 32. Defendant, David L. Sizer, in fact, was not even close to finishing the training. 33. Defendant, David L. Sizer, by this misI'epresentation induced Plaintiff to pay him at a higher rate as a Novell certified Technician of $75.00 an hour, rather than the normal $20.00 an hour rat,e. 34. Plaintiff has sustained significant damages due to paying an excessive salary to Defendant, David L. Sizer, as a result of and in reliance on Defendant, David I.. Sizer's, misrepresentations. WHI.IPORI, Plaintiff respectfully requests this Honorable Cour.t to grant judgment in its favor and against Defendant, David L. Sizer, in an amount in excess of the juri~dictional limit for compulsory arbitration, including Plaintiff's reasonable attorneys' fees and coats. COUNT III - BRIACH OF CONTRACT 35. The averments of paragraphs 1 through 34 are incorporated hereby as if set forth fully and at length. 36. In violation of the employment Defendants herein have conspired together business to compete with Plaintiff. 37. In violation of the employment agreements, Defendants herein have conspired together to unlawfully take materials from Plaintiff to aid in starting their own business. 38. In violation of the employment agreements, Defendants herein have conspired together to induce other employees of Plaintiff to join their new business er.terprise, Net Link. 39. Due to Defendants' breaching their employment agreements, Plaintiff has been damaged in the following manner: (a) Plaintiff was forced to pay overtime to remai.ning employees to cover for the employees that were induced to leave. agreements, all to form their four own (b) Plaintiff has been forced to expend time and money to adequately recruit and train replacement employees. (c) Plaintiff's productivity has suffered due to the lack of continuity and experience among its work force. (d) Plaintiff has lost business due to the unlawful competition of Net Link. WHIRIPORI, Plaintiff respectfully requests this Honorable Court to grant judgment in its favor and against Defendants in an amount in excess of the jurisdictional limit for compulsory arbitration, including Plaintiff's reasonable attorneys' fees and costs. COUNT IV - CIVIL CONSPIRACY 40. The averments of paragraphs 1 through 39 are incorporated hereby as if set forth fully and at length. 41. All four defendants conspired to create a business in violation of their employment agreements with Plaintiff. 42. All four defendants have conspired to induce some of Plaintiff's other employees to leave the Plaintiff's employ in violation of their employment agreement. 43 . All four defendants have conspired to wrongly misappropriate equipment from Plaintiff's place of business. 44. Plaintiff has been damaged by this conspiracy. J I A~~-2.-'6 ~RI161~~ CCS ~.2~ ~ Employer),u.e, discloSQ, or disseminate to anyotherperaon or other entity, lectun upon, publish articles concerninq, or otherwise exploit any .ucn Proprietary Information. Allfilea, specifications, drawin;., blueprints, reproduction., records, documenta, information, data, and similar items nlatinq to the business and products of Employer, whether or not pnpared or compiled by Employee, shall remain the exclusive property of Employer and shall not be removed from the premiau of Employer except in the ordinary course of business during the period of Employee's active employment, and .hall be promp';ly deliverecl to Employer upon termination of hh employment. , 7. ~.i~r!~vl!trift~ and Tnv"nt'i nn~! A!ud.Q'P"\mAnt': Aq~..m~n~. (a) If, durinq his employment or within seven (7) years after termination for any reason of hil employment with Employer, Employ.. conceive. or makes any di.covery, invention, or improvement that relate. to the busine.s ~r products of Employer (whether or not such dilcovery, invention, or improvement is conceived or made alone or with othera, at the request or suqqution of Employer, durinq reqular work hours or otherwi.. or in or out.ide of the facilitiu of Employer), the Employee' 8 ri,qnUin '\lan dilcovery, invention, or improvement shall be the exclusive property of Employer. (b) Employee hereby IIsi9ns to Employer his full and exclusive r1ljlht to any .uch discovlry, invention, o~ improvement and, if .uch di.covery, I I' 5 APR-26-96 ~RI16:~4 CCS P.2~ , '. invention, or improvement be patentable or copyrightable to any .pplieation tor copyrights or letters patent that may be filed on and copyright. or letters patent that may be obtained or iuued on such discovery, invention, or improvement. [mpley.e ahall execute all documents and instrument. Employer deems necessary or de.irable to vest title to such diacovery, invention, or improvement. Employee shall execute all documents and in.truments Employer deems necessary or desirable to vest title to such discovery, invention, or improvement in Employer or ita nominee and .hall cooperate in all respect. with Employer in prosecuting application. for copyrights or letters patent on any luchdiecovery, invention, or improvement and procuring and maintaining copyrights and patents and in obtaini"g or registering any trademarks or service marks that Employee may so oriqinate. B. ~.v.!""hi lit.y. (a) Each agreement .et forth herein constitutu a separate ag:ceement independently supported by good and adequate consideration and each such agreement shall be !everable trom the other provision ot this Agreement:. The existence of any claim or cause of action of Employee again.t Employer, whether predicated on this Aqreement or otherwiee, !hall not constitute a defense to the enforcement of the covenants and aqreements of Employe. contained herein. (b) All provisions of this Agreement are intended to be enforced to the , A"'.-:Z.-'6, F..J lEole. cce P.::!T . If to Employee: Hand-delivered noticn ahall be d.emed communicated upon receipt; mailed notice. shall be deemed communicated four day. after mailing. Any party may chanQ' the address to which notices should be sent by giving notice as provided. in this nction. 11. ~pd; f; ~at'; 1"". No change or modification o~ this Agreement .hall be valid or binding upon the parties hereto, nor shall any waiver of any term or condition in the future be 80 bindinQ, unleu .uc:h change or modification or waiver is in wri tin; and signed by the parties hereto I provided, howevllr, that this Aqreement will terminate if the Auet Purch..e Agreement 1a rescinded, whiC:h termination shall be effective the date of such :esc1..10n. 12. !lll"pAMion of T.....m. The running of the time periods applicable to any covenant not to compete c:ontained herein Ihall be luspended dudng the period of any violation by Employee of such covenant. 13. lIPpli~!Ih'.. r.!IW. V,IlUA And .IIl'!'; Adi~tion. The law. of the State of Pennsylvania shall qovern this AgUement, its terms and c:onditiona, and the riqht. and obliqat.ions o~ the partin hereto. Any action at law or in equity brouqht to interpret or enforce this Agreement shall be brought and prosecuted to final adjudication in fedeuland Pennsylvania state courts and the partin hereto hereby conlent to the juri.adic:tion of thuG courts and 8 , , .j~' A~R-:Z.-". ~RI '16.". cce . . ~. 1.. or w1tho\lt j\llt CIUI. or pIIUulnt to the employment tUlll of thit Aqre.ment), Employee will not directly or indirectly .nqlq. in the bulin... Ofl (I) 3 "'''''-:2.-9''' FR.I 'l.S04,. CCEl P. 1 S Employer), use, di.close, or dilleminate to any other penon or other entity, llot:uu upon. publ1sh arti<;lee concernin9, or othe:rwhe exploit .ny .uch Propdetuy Information. All fUes, specifications, dr.win9', blueprint., reproduction., records, document., information, data, and similar items ulating to the business and products of Employer, whether or not prepared or compiled by Employee, shall remain the exclusive property of Employer and shall not be removed from the premises of Employer except: in the ordinary couxse of buline.. dur1nq the pexiod of Employe.' s active employment, and Ihall be promptly delivered to Employex upon termin.tion of hil employment:. 7. Ot.at'!nv.riftA anti. tnvAnt 4. nftll: ! .l.~..i9nmAnt-: l.q'l"'Ppm.n~. (.) If, durin9 his Ill1Ployment ox within .even (7) ye.u after termination for any rea.on of hi. employment with Employer, Employ.e cone.iv.. or makes any dilcovery, invention, or improvement that relates to the business or product. of Employer (whether or not such diecovery, invention, ox improvement 11 conceived or madl alone or with othen, .t the reque.t or lu;;eaUon of EmplDyer, durin9 regular work hOuri or otherwile or in or outlide of the taoiliU.. of Employer), the ElI1Ploye.' I dqhts in such dilcovery, invention, or improvement ehall be the exclusive property of Employex. (b) Employee hexeby .lIiqnl to Employer hil full and exclusive d9ht to any luoh discovery, invention, or improvement and, if .uch dilcovery, .-'" 5 APA-26-96. FA.I '16149 CCS . P. 16 invention, or improvement tle patentable or copyr19htable to any .pplication tor oopyright. or lettere patent that may be filed on and copyrighta or letten patent that may be "tltained or issued on such discovery, invention, or improvement. Employee Ihall eXlcute all documents and instrument. Employer deems necessary or desirable to ve.t title to such discovery, invention, or improvement. Employee shall execute .11 documents and instruments Employer deems necessary or deairable to velt title to eueh discovery, invent.ion, or improvement in Employer or .its nominee and .hall cooperate .in all respecte with Employar in prosecutin; application. tor Clopyrigh tI or letten pa ten t on any such discovery, invention, or improyemen t and. procuring and maintaining copyri;hts and patents .nd in Dbta:l.nin; or register.l.nl1 any trademarks or service mark. th.t Employee may ISO odginate. 8. g.v.rAh;li~y. (a) Each agreement set forth herein constitutes. separate agreement independently lupported by ;ood and adequate consideration and each euch agreement ehall be leverable from the other provision of thil Aqreement. The exiltence ot any claim or cause ot action of Employee againet Employer, whether predicated on thh Agreement or otherwiae, ehall not constitute a defense to the enforcement of the covenant. and agreement. of Employ.. contained herein. (b) All provisions ot thie Aqreement are intended to be enforced to the , A~R-26-9.. FR,I '161em CCB P. 1. . If to EmplClyeet Hand-delivered notices shall be deemed communicated upon receiptl maned notice. .hall be deemed COlll/llunicated four day. after mailing. Any party may change the address to which notic.s Ihould be sent by 9ivin~ notice a. provided in thh .ection. 11. "'ntH 'l,,"~i nl'\. No change or modification of this Agreement shall be valid or I:lindinq upon the parties hereto, nor Ihall Iny wdvex of any te,rm or condition in the future be so binding, unless such change or modification or waiver is in wri tin9 and liqnedl:ly the partiel hexetol provided, however, that thil Aqreelllent will texminateU the Aslet Purchase Agreement is relcinded, which termination shall be effective the date of .uch relcission. 12. !lullpl!ln!lion of Tl!!rm, The xunning of the time period. applicable to any covenant not to compote contained herein Ihalll:le luspendecl during the period of any violation by Employee of such covenant. 13. Aftp'1t'!Ahl~ 1.Jlw. VAnnA 'U'lti LTl1Y'iftdi~f'inn. The law. of the State of Pennsylvania .hallgovern this Aguement, ita texm. and conditionl, and the riihtl ancl ob119ltiOnl of the part:!.el hereto. Any actilm lit law or in equity brOU9ht to interpret or enforce thil Aqreem4lnt .hall be brouqht and prOlecuted to tinsl adj udic.eion in federal ancl Pennsylvania .tate courta and the partiel hereto hereby conllnt to the jurisdiction of these couxt. and 8 APIlf-:;Z'-'6 MON .11 :e-r CCS P.8. , re..onable and lawful inltruction, of the Boud of Directors of Employer. Ie:) If Employer terminate. the employment of Employee for jUlt caule or without :lUlt cause, or if Employe, voLuntarily terminat.. his employment, no .further salary Ihall be due Employe, under Section 2 above. Id) No termination of employment of Employ.e. whether voluntary or involuntaxy and whether with or without jUlt cause. Ihall terminate, affect, or impair any of the Clbll.gationl or riqhtl of the parties eet forth in Sectionl 4 ." !U-o. of this Aqnement, all of which obligationl and rightl ,hall survive any tennination of elllployment of Employee hereunder. 4. !ll'lll.""'Il"lon nf I':m.,lny.""" For a pedod of three years after the termination or cessation of Employee' I employment: for any reaIOI', Employee shall not, on his own behalf or on behalf of any other penon or entity, either hire, solicit, or seek to hire any employee of Employer or in any other manner attempt to induce any employee of EmploY$r to leave the employment of Elllployer, nor Ihall he 1111 or dilclo,e to any penon or entity any information concerninq any employees of Employer. 5. Non"nmp.."i"inn .q~~.mAn~. ror a period of seven years from the Effective Oat., and notwl.thltandinq Employe.' s termination as an employee r of Employer Iwhether luch termination Wit voluntary or involuntary, or with or without :IUlt ca'Jse or pursulnt to the employment terll'l of this Agreement), Employee will not directly or indirectly engag8 in the bUlines. of: la) 3 "'''1'1I-29-96 MOH. 11 ZIST CCEl .' p.e..,. '. . retaU sal.. of computer nlate<1 productS: or Ib) the ded9n, llI.nutlcture" , or ule o~ computer software: or (cl any other bullliness th.t provides tne Ul\lll or aimilar lervicu or productl .. those provided by Employer at the time of termination: ,ithir: (i) Within any Itate in which Employer now conducts or may at the time of termination conduct bUlinell or in which Employer had previOusly conducted buline.. at the time of termination of !mployee' s employment: or (ii) To any person who wu a customer of Employer 01' i. or was a customer of Employer at any time during the term of Employee'. employment with Employer. For purpose. of this A9reelllent, the term" indirectl:.'" includes .ny bUline.. or entity in which Employee either owns or possesse. more than a lOt interest in profit., losses, or capital, or i. an officer, director, partner, or employee, or for which th$ Employ.. .cts .. agent or npresentative, or to which Employee provides consulting or advisory services. 6. ~npfi~p"~i.li~vo For purpose. of this Agreement, "Proprietary Information" means confidential information and trade secreta of or relating to the business and prodUCts or Employer, includinq scientific, engineerinq and technical in!ormation, recold., cUltom computlr software, sale. procedures,customerrequirements,pricinqandciddinqtechniquel,customer 11lts, employees' records and compensation, methods of doing !:&lstne.. end other confidential information. lmploy.. IQre.. that he will not, either dinctly 01: indirectly (exc.pt as required in the cour.. of bilemployment by 4 A ,- 1'1 - :z '9 - '9 .. '" 0 H . 1 1 . IS Bee S p.ee ! . . Employer), use, diselo.., or dineminate to a.ny other person or otheuntity, lecture upon, publish al:tiel.. concernin9, or otherwise exploit any such Proprietuy Information. All fU.., specifications, drawings, blueprints, reproductions, records, documents, information, data, and .imillr items re1ltin9 to the bu line III and products of Employor, whether or .not prepared or compiled by Employee, .hall rlluin the ellc:lu.ivll property of Elllployer and ,hall not be removed frolll the premises of Employer except in the ordin.ry coune of business during the period of ,Employee" active elllployrnent, and ~ sball be promptly delivered to Employe.t upon termination of his employment. 7. D{.t'!~v~!'i..~ ant4. TtlVAf\tolnntJllf a.!'Ul:iV",,,,.nt' a.qr~.m~nt. (a) If, durin9 hi. employment or within liven (7) years after termination for any reason of his employment with Employer, Employeo conceives or lIIakes any di.covery, invention, or illlprovement tbat relates to the bUline.. or produdt. of Employer (whether or not such discovery, invention, or improvement il conceived or made alone or with others, It the request or .U99estion of Employer, during regular worle. houri or otherwi.e or 1n or outlide of ~he ~acllities of EmplOYlIrl, the Employee' I xi9hu 1n luch di.covery, invention, or improvement Ihall be the exclu.ive property of Employer. r Ib) Employee hereby "Iignl to Employer his full and excludve .ri9bt to any such dilcovery, invention, or improvement and, if 8uch d~.covery, . 5 . ~ '-" .-...- invention, or improvement be pa ten table or Copyriqhtable to any application for copyrights or letter. patent that may be filed on and copyrights or letters patent that may be obtained or iuued on .ueh discovery, invention, or improvement. Employe. .hall execute alL document. and instruments ~loyer deem' neee..ary or desirable to vest title to such discovery, invention; or improvement. Employee shall execute all documents and instrumenteEmployer deems necessary or desirable to vest title to .uch discovery, invention, or improvement in Employer or its nominee and shall cooperate in all respects with Employer in prosecuting applications for copyrights or le t ten pa tont on any .uch discovery, invention, or improvement and procuring and maintaining copyrights and patents and in obtaining or r:egistering any tndemuks or: service marks that Employee may so oriqinate. 8. I.~.~~ht'i~v. (I) Each aqreement .et forth he:cein constitutes I separate aqreement independently supported by good Ind adequate consideration ,nd uch such agreement shall be severable from the other proviaion of this 1\qreemllnt. The exi.tence of any claim or cause of action of Employee against Employer, whether predicated on this Agreement or otherwi.e, shall not con.titute . defense to the enforcement of the covenants and aqreements pf Employ,e contained h.rein . (l)) All provisions of this Aqreement In intended to be enforced to the . ~~~-29-'. MOH 12100 CCB P. 1. , , . . I., ,. ~,~r., '., "'i" . , " aqu. to the validi.ty of .ervice of proce.. in any .uch action by r.qiltaxec1 Oll: cert1t.hd mail, return rec.ipt reque.ted. 14. enAU, If any action at law or in .quity 11 n.c.uny to .nforc. Oll: interpret the termll of this Aireement, the prevailing party ,h.ll be entitled to r...on.b1. .ttorney' s feu, cosuand n.c....rydilbun.m.ntt in .ddition to any other relief to which he or it may tl. entitl.d. 15. Rind,n; F.H"'~t:, This Agreement shall tle binding upon the putie. hereto and their executors, administrators, lucces.ors, p.rsonal . repr...ntativu, heirs, and. l"i9nl. IlCECU'1'!D IS ot the date fint: atlove written. ~MPr.nvr.R: ~()I1~ur^ eM~"r,/I.- /~j,Mr.:f'~J IY:J'~ ~~ ~F.: ~ Ii G~uXl" AI I . . 6. During his employment, Defendant, David L. Sizer, entered into an oral agreem~nt with Plai~tiff whereby Plaintiff agreed to pay for Defendant, David L. Sizer's, training to become Novell cert if ied. 7. Plaintiff agreed that it would write the cost of such training off over a period of three (3) years, but if Defendant, David L. Sizer, left Plaintiff's employ for any reason during that three (3) year period, Defendant, David L. Sizer, would have to reimburse Plaintiff for the payments. 8. Defendant, David L. Sizer, did, in fact, begin Novell Networking training to become Novell certified. 9. Plaintiff, Complete Computer Solutions, Inc., spent approximately $7,600 on the Novell training for Defendant, David L. Sizer. 10. Defendant, David L. Sizer, subsequently represented to Plaintiff that he was very close to completing his Novell training. 11. Based on this representation of impending Novell Certification, Plaintiff paid Defendant, David L. Sizer, for his services at an elevated rate of $75.00 an hour, rather than the normal $20.00 an hour rate. 12. These representations were not true and Defendant, David L. Sizer, neither obtained the Novell certification nor was he close to obtaining such certification. 13. Defendant, David L. Sizer, has subsequently left Plaintiff's employ but has not reimbursed Plaintiff for its expenses arising from Defendant, David L. Sizer's, Novell training. . 14. Defendant, David L. Sizer, signed an employment confidentiality and non-competition agreement. A true and correct copy of this agreement is attached hereto and marked as Exhibit "AII. 15. Defendant, Dawn Marie Robertson Sizer, worked for Plaintiff until she voluntary resigned. 16. Defendant, Dawn Marie Robertson Sizer, signed an employment confidentiality and non-competition agreement. A true and correct copy of this agreement is attached hereto and marked as Exhibit "B". 17. Defendant, David B. Goudzwaard, worked as a Technician for plaintiff until he resigned without notice. 18. Defendant, David B. Goudzwaard, signed an employment confidentiality and non-competition agreement. A true and correct copy of this agreement is attached hereto and marked as Exhibit "C". 19. Defendant, Lori Guudzwaard, was employed by Plaintiff and signed an employment confidentiality and non-competition agreement. A true and correct copy of this agreement is attached hereto and marked as Exhibit "0". 20. Paragraph 4 of the employment confidentiality and non- competition agreement states: For a period of (3) three years after termination or cessation of Employee's employment for any reason, Employee shall not, on his own behalf or on behalf of any other person or entity, either hire, solicit or seek to hire any employee of employer or any other manner attempt to induce any employee of employer to leave the emplo)~ent of employer, nor shall I use or disclose to any person or entity any information concerning the employees of employer. . 21. Pursuant to Paragraph 5 of the employment confidentiality and non-competition agreement, former employees are forbidden. for a period of seven (7) year, from: directly or indirectly engage in the business of: (a) retail sales of computer related products; or (b) the design, manufacture, or sale of computer software; or (c) any other business that provides the same or similar services or products as those provided by Employer at the time of termination; either; (i) Within any state in which Employer now conducts or may at the time of termination conduct business or in which Employer had previously conducted business at the time of termination of Employee's employment; or (ii) To any person who was a customer of Employer or is or was a customer of Employer at any time during the term of Employee'S employment with Employer. 22. Prior to leaving .Plaintiff' s employ, Defendants herein conspired to fOI'm their own business. 23. Upon leaving Plaintiff's employ, Defendants herein took materials from Plaintiff's business to assist in the formation of their new business. 24. Defend~nts have formed and are currently employed by a new business enterprise currently doing business in Pennsylvania under the name Net Link. 25. Net Link is currently in direct competition with Plaintiff's business since it specializes in LAN/WAN compu.ter networking P.C. 26. The employment agreements signed by all the parties hereto provide for the award of attorneys' fees and costs in all successful ~ctions to enforce the terms of said agreement. . 27. Defendant, David L. Sizer, while still an employee of Plaintiff, was directed by his supervisors at Plaintiff's place of employment to perform an installation job. 28. Subsequently, after Mr. Sizer had employ, Plaintiff became concerned about an payment by its customer. 29. When Plaintiff contacted the customer, the customer advised that Mr. Sizer had accepted two mountain bikes with a value of $975.00 in lieu of payments being remitted to his employer. left Plaintiff's apparent lack of r.OUNT I - BREACH OP ORAL CONTRACT 30. The averments of paragraphs 1 through 26 are incorporated hereby as if set forth fully and at length. 31. Defendant, David L. Sizer, breached his oral agreement with Plaintiff to reimburse Plaintiff for his Novell training if he left prior to the expiration of the three year period. 32. Plaintiff has not been reimbursed by Defendant, David L. Sizer, for the expenses incurred in his the Novell training. WHIRBPORI, Plaintiff respectfully requests this Honorable Court to grant judgment in its favor and against Defendant, David L. Sizer, in an amount in excess of the jurisdictional limit for compulsoryarbi.tration, including Plaintiff's reasonable attorneys' fees and costs. . COt1m' II - PRAUD 33. The averments of paragraphs 1 through 29 are incorporated hereby as if set forth fully and at length. . 34. Defendant, David L. Si1.er, represented to Plaintiff that he was nearly completed with his Novell training. 35. Defendant, David L. Sizer, in fact, was not even close to finishing the training. 36. Defendant, David L. Sizer, by this misrepresentation induced Plaintiff to pay him at a higher rate as a Novell certified Technician of $75.00 an hour, rather than the normal $20.00 an hour rate. 37. Plaintiff has sustained significant damages due to paying an excessive salary to Defendant, David L. Sizer, as a result of and in reliance on Defendant, David L. Sizer's, misrepresentations. WHBRBFOR., Plaintiff respectfully requests this Honorable Court to grant judgment in its favor and against Defendant, David L. Sizer, in an amount in excess of the jurisdictional limit for compulsory arbitration, including Plaintiff's reasonable attorneys' fees and costs. COUNT III - BREACH OF CONTRACT AND FRAUD 38. Defendant, Mr. Sizer, violated his employment contract with Plaintiff by receiving the mountain bikes from Plaintiff's customer on Defendant's individual behalf. 39. Defendant Sizer defrauded Plaintiff out of $975.00 which was rightfully due and owing to plaintiff for Defendant Sizer's work Plaintiff's customer. WHBRlrORI, Plaintiff respectfully requests this Honorable Court to grant jIJdgment in its favor and against Defendant, David L. Sizer, in the amount of $975.00, which amount is below the . jurisdictional limit for compulsory arbitration, Plaintiff's reasonable attorneys' fees and costs. including COUNT IV - BREACH or CONTRACT 40. The averments of paragraphs 1 through 34 are incorporated hereby as if set forth fully and at length. 41. In violation of the employment agreements, all four Defendants herein have conspired together to form their own business to compete with Plaintiff. 42. In violation of the employment agreements, Defendants herein have conspi.red together to unlawfully take materials from Plaintiff to aid.in starting their own business. 43. In viulation of the employment agreements, Defendants herein have conspired together to induce other employees of Plaintiff to join their new business enterprise, Net Link. 44. Due to Defendants' breaching their employment agreements, Plaintiff has been damaged in the following manner: (a) Plaintiff was forced to pay overtime to remaining employees to cover for the employees that were induced to leave. (b) Plaintiff has been forced to expend time ano money to adequately recruit and train replacement employees. (c) Plaintiff's productivity has suffered due to the lack of continuity and experience among its work force. (d) plaintiff has lost business due to the unlawful competition of Net Link. A~~-a.-'. F~l 1. ~. CCB ~.::z. ~ ntaH aalel ot computer related product" or (ll) the cieliqn, manufacture, or sale of computer lofewarel Or (c) any other bUline.. that providu t:he ume or similar InvicOl or producU as tho.. provided by Employer at the time of term1na~ionl e1ther: (i) Within any stata in which Employer now conductl or may at tha time of termination conduct bulin... or in which Employer had previously conducted budne.. at the time of termination of ILmploy.e' II employment: or (11) To any p.:raon who was a CUlltomer of Employer or is or wu a customer of Employer at any time d\lrinq the term of Employee's employment with Employer. For purposes of thil Aqreement, the term n indirectly" includes any buline5I or entity in which Employee either owns or possesses more than a 10\ intere.t in profits, 10s.es, or capital, or il an officer, director, partner, or employee, or for which the Employe. acts 1.1 8qent or repruentative, or to which Employee provides consultinq or advisory le:vices. 6. ~n~fi~~~~i~li~~. For purpose. of this Aqr.ement, "Proprietary Information" means confidential information and trade .acrets of or nlatin; to the business and products or Employer, includinq acientJ.fic, enqineerinq and technical information, record., cu. tom comp\lter software, .ale. procedures, cus tome r uq\liremen tl, pr icinq and biddinq tachniqu.., ell. tOl\lll' lists, emp1oyea.' records and compensation, mathods of doinq bUline.. and other confidential information. Employee aqre.. that he will not, either directly or indirectly (except as required .in tha coursa of hie employment by 4 A~~-26-'~ ~~1 1..~4 CCB ~.::Z4 J Employer), u... disclose. or disseminate to any other penon or other entity, .\actura upon, publish articles concerninq, or otherwise exploit any such Proprietary Information. All files. specifications, drawinqs, blueprint., reprCQUc:~;ni, ~~cc=~s, ~oc~~e~:~, _~tc=~at::~, jat~, jnc :~~~~ar ~tems nlaUnq to the business and products of Employer, whether or not prepared or compiled by EmFloyee, shall nmdn the exclusive property of Employer and ahall not be removed from the premises of Employer except in tha ordinary course of business during the period of Employee's active employment, and sh.lll:l. promptly delivered to Employer upon termination of hil employment. 7. n{,.t!nvlRr~f1t!lt oIIlnn r-nv",nt"in"",-! A.~utit:rnmAnr. Aor-..-mlllt!"lt.. (a) If, durinq his employment or within uven (7) years after termination for any reason of hil employment with Employer, Employ.. conceive. or make. any discovery. invention, or improvament that relatel to the business or product3 of Employer (whether or not such discovery, invention, or improvement is conceived or made alone or with others, at the request or suqqestion of Employer, during reqular work hours or otherwile or in or outlide of the facilities of Employer), the Employee's riqhtl in luch discovary, invention, or improvement shall be the exclusive property of Employer. (1:1) Employea hereby usi;ns to Employer his full and exclusive ri9ht to any such dilCovery. invantion, o~ improvement and. if luch d1lcovery, $ F,",Z 1.."''' CCB , invflntion, or improvement be patentable or copyriqhtal:lle to any appl.ication for copyriqhts or letters patent that may ba filed on and copyriqhts or letten patent that :nay be obtained or iuued on such discovery, invention, Qr :.:nprcvam.n~. ;:;:lp.;:iee .:.:-..:.:. ..xec-.:-:e ;;.:'1 joc,;:nents and ~nstrumantl Employer deems naceSlaty or dalirable to velt title to such discovery, invention, Or improvament. Employee shall execute all document. and instrument. Employer deems necessary or desirable to vest title to such discovary, invention, or improvement in Employer or itl nominee and .hall cooparata in all respects with Employer in prosecutinq application. for copyrights or letters patent on any lJuchdiscovery, invention, or improvament and procurinq and maintaininq copyrights and patents and in obtaining Or reqisterinq any trademarks Qr service marks that Employe. may so ori9inat.. 8. .savArllh'il'it..y. (a) Each eqre.mant sat forth herein constitute. a separate agreement independently supported by good and adequate consideration and each such aqreament shalll::le leverable from the other provision of this Aqreement:. The exi.tenc. of any claim or caule of action of Employ.e aqainlt Employer, whethar predicated on this Aqreement or otherwise, shall not constitute. defense to the enforcament of the covanants and aqreaments of Employe. contained herein. (b) All provuions of th1.1 Agreement are intended to be enforced to th, , A~~-2.-9. ~~l 1....8 CCB ~. 14 retail sale. of computer related product., or (b) tha delign, manufacture, or .de of computer software; or (c) any other bulina.. that provideatha lame or similar services or prOduct. .. those provided by Employer at the timll of tarmination, lither: (1) Within any Itate in which Employer now conducts or may at the time of termination conduct bulin.sa or in wh1c:h Elllployer had previously conducted bUl1nl81 at thl time of termination of Employ..' I employmant' 01: (11) To any person who was a customar of Employe: or is or "a. a customer of Employer at any time durinq tha terlll of Employee' II amplo:roment with Employer. lor pU1:po.as of this Aqreement, the term "indirectly" incl\lcSes any bulin... 01: antity in which Employea either owns or poasessellmon than a 10' intare.t in profits, lossee, or capital, or is an off1cer, diractor, partner, or Il\IPlol{ee, or for which tha Employ.e acts a. agant or repl:eaantative, or to which EmplOl{ee p.rovidu c<lnsultinq Ol: advisory IlI:v1ces. 6. ~.."'ft1"!'It-hll"y. For purposes of this Agreement. "Propriatary InforlllaUon"lllunl confidentid information and tradl lecreta of or relating to the buline.. and pl:oducta or Employer, includinq scientific, Inginearing and tachnical information, records, cu.tom computar softwl1:I, 111.. proceduna, cus tomer :requiremen t., pricinq and bidding techniques, cu. to_I' lilies, amployall' racol:da and companution, methods of doinq bUI1n... and other confidlntial inform.t10n. Employ.. Igreu that he will not, either directly or indirectly (llCcept as nquirecS in tha coursa of hi. employment: by . R~~-2.-96 F~l 16"4' CC& ~. 1 e Employer) , u.., disclose. or dilleminstl to any other person or other entity, lecture upon, publish articles concerninq, or otherwila expl01t any such ::rop::.etary Intormation. P-ll files. specifications, drawinqs, blueprint., raproduction., records. document., information, dati, and similar itema relat1ng to the businlSs and products of Employer, whether or not prepared or compiled by Employee, shall remllin the exclusive property of Employer and ,hall not be removed from tha premiseI of !:I!rployer ellcept in the ordinary eouue of bulineu durinq the pexiod of Employaa' s active employment, and shall ba prolllPtly delivered to ElIIployer upon termination of his employment. 7, ~t.t!nv.~\ Alii antl rn'llAnt~ nr\llt. 1.8Iiqnm.n~ a.q"'''.II'ha"'P. (a) It, durinq hie IllIployment or within slven (7) yeart attar termination for any reason of his employment with Employer, Employee conceivaI or llIakea any discovery, invantion, or improvement that relatll to the buaine.. or products 02 tmployer (whether or not such dilcovery, invention, or improvlmlnt il conceived or mada alone or with otherl, at the request or luqqllUon ot Employer, cSurinIJ regular worlc.houra Or otberwil. or in or outBide of tha t'acilitiU ot' Employer). the Employaa" riqhta in .uch dilcovery, invantion, or improvemant shall ba the exclusive proparty of Employer. (b) Employee hareby alliqne to Employer his t'ull and exclusive d9ht to any luch discovary, invention, or improvement and, it' .uch diacovery, 5 A~~-~.-96 ~~r 1."49 CC8 ~. 1. invention, 01' 1mprovemant be patantabl. or copyrightable to any applicati.on for copyrighta or lett.r. patent that may be file~ on and copyrightl or :'etters patent tl'.at :r:ay be obtained or issued on such discovery, invention, or 1=Frovement. Employea .hall axacute all document. and in.trumentl Employer ~.ema nacessary or desirable to velt title to such di.covery, invention, or improvement. E~ploya. shall executa all document. and instrumenta Employer deems nece..ary or d.airable to va.t title to .uch discovary, invention, or imp:covem.nt in Employer or it. nominaa and ahall cooperate in all respects with Employer in pros.cuting applicationl tor copyriqh ta or lat ter spa ten t on any .I.lch discovery, inv.ntion, or illlprovUlflnt and procurinq an~ maintaining copydghtl and patants and in obtaining or registering any trademarks or service marks thst Employee may so odqi.nate. 8. ~.v""':lh; 1 of ~y. (a) Each agreamant set forth herein constitutes a leparate aqreement independently supported by good and aoeql.late consideration and each auch agreement .hall ba savarabla fIoom the othar provision of this Aqreement. The axiltanca of any cllim or caul. of action of Employee againat 1=p10yar, whethar pradicatad on th:l.l "gte.ment or otherwiae, shall not conltUllte a dafanle to tha enforcement of the cov.nantl and agreament. of Employee contain.d herein. (b) All provisions of thil Agreement are intended to lle enforced to the ; , I A~~-2.-9. F~: l..~. CCS ~. I.. . If to E/Ilployea : :i.nci-del!.::ered r.otlclU she 11 be deemed communicated u'Pon xacei'Ptl maUad nodce. .hall be d.amld communicatad four daYI aftlX mailinq. Any party \lilY change tha address to which notices .hould be .ent by givinq notica a. provided in thll IIction. 11. !.Intl!'1 "~l"ion. No change or modification of this Aqraement shall be valid or bindinq upon tha puti.. hereto, nor Ihall any waiver of any tam or condition in the future be so binding, unless such chanqe or modification or waiver is in w.r.i.tinq and I1qnadby thapard'" haratol provided, however, that thi. Aqreu.ant will. terminate if the "'aet Purchase Aqreement is relcinded, which termination shall be etfectiva tha dati of auch relcisaion. 12. .!lllJllpl'lMion ot: T"'UI. The runninq of the timl periodl applicable to any covenant not to compe~o contained hudn Ihall bit luspended durinq the period of any viola tion by Employee of such covenant. 13. J.~~11t'!AhlA 1.:!lv. "AnnA .I"l'" .Tl1'P'1.tHt'!f"it"ln, The law, of thl Stat. of Pennsylvania .hall qovern thil Aqreement, LtI ta:rlll. end conditionl, ancl. the diht. and obliqation. of the parties hento. Any action at law or in equity brouqht to interpret or anforca thi. Aqreement ,hall be brouqht and prosecuted to final adjudication in federal andPennaylvania.tata courtland. the partin hereto hereby conunt to the jurisdiction of these Courtl and . ". .. IllIPloyer), UI., dillClol., or cU...eminat. to any other panon or other entity, lecture upon, pUblish uticlu concerninq, or otherwin exploit any .uch Proprietary Information. All files, specifications, dnwin9s, bluaprintl, ;epl:c:uc::.:ms, :e:::==s, ;cc'.:::-,er.'::!. _r.!~:mat:.:l'l. :iata. and similar iteml relatinq to tha businell and. products of Employer, wh.ther or not prepared or comp.i.led. by Employee, shall remain the exclulive property of Employer and shall not be removed from the premiaes of Employer except in the ordinary course of bUliness during the period of Employ..' s activa employment, and shall be promptly delivered to Employer upon termination of his employm.nt. 7. [)4.t'!~v.?';_~ .Ilnn T"VAn't'inr"l~ A..!!d..qnm.n~ AgrlP-~m"nt. (a) If, durinq hil employmant or within seven (7) yean after termination for any raason of his employment with EllIPloyar, Employe. conceiv.1 or make. any discovery, invention, or improvement that relate. to the bUlina.. or products of Employer (whether or not such dilcovery, invention, or improvement is conceivad or made alona or with oth.u, at the request or .uqqes t.lon of Employer, durinq reqular work houri or otherwi.. or in or outsida of the facili ties of Employer), tha i:mploya.' I dqhtl in .ucb discovery, invantion. or improvement shall ba tha exclusive prop.rty 0' Empl()yer. (b) Employee hereby assiqns to Employer hia full and exclulive dqbt to any luch di.covery, invention, or improvement and, if luch discovery, 5 .' invantion, or improvemant be patentable or copyriqhtable to any application for copyriqhtl or letterl patant that may be filed on and eopyr1qhts or letteu patant that may be obtained or issuad on such discovery, invention, ;r ~~p:cvement. ~~p_:Jee ~~a:: ~xec~~~ ~~~ ~ocument9 ~nd :nstruments Employer deeml necessary or da.irable to velt title to luch discovery, invention, or improvement. Employea shall execute all document. and instruments Employer deems necelsary or desirable to veat title to luch dilcovary, invention, or irr.provement in Employer or ita nominee and. .hall cooperate in all respects with Employer in prosecutin~ applicAtionl for copyriqhtl or letters patent on any auchdiscovery, invention, or improvement and. procuring and ma1ntaininq copyriqhts and patents and in obtaining or nqilterinq any tradomarks Qr ..rvice muka that Employea may so oriqinate. 8. ~.u.~~hili~YI (a) !:ach agreement set forth herein constitutes a separate agreement indapandantly suppor:ud by qood and adaquate consideration and each such aquamant shall ba sevarable frcm the other provision of this Aqreement. The existenca of any claim or caule of action of Employee aqainst Employer, whether predicated on this Agreement or otherwise, shall not constitut. a defensa to the enforcement of the covenants and aqreemantl of Employe. contained herein. (bl All provision. of this Aquemant an intendad to be entorced to the I aqre. to the valid1 ty of luvice of pz:oc... in any luch action by nqiatu.d or certified mail, return receipt :equ.tted. 14. COAU. :f any action at law or in equity 11 nece..ary to enforce or ~:".':er~:ec. ';.~e t.Q':::-.J :: ":::.~.s ...g::ee~.er.':, ..:.s F:e'la.:..:~~q Fa:":~' sna1.:::. entitled to rellonable attorn.y' Ita.., COltl and n.c...ary disbunementa in acid.l.t1on to any other raliet to which h. or it may be entitled. 15. !!tnrHnq r#~Rct. This Aqreement shall be bindinq upon the parti.. hereto and their executors, administrators, succeSlors, pez:tonal rapru..ntat1ves, hUrl, and alliqnl. EXECUTED as of the date tint above wr:itten. ~MPII~V'F.R : C~I'7~l~T.C CH~lI1rt:4I /1It. if ?~,,.(. J...e. BYI ~1p'/!' ~'" I!MPLe,V~~: ~~.f alAI r; I/I//I/?b 9 , I. . . EHPLOYMEN':, CONrIO!:NT!ALtT'i. AND NONCOMiETI'l'ION >.:lll.EEMEN'l' '1'1'111 Avretmer.t, il made u of 'i='th (ilst , l~, by and amonq complate Computer Sol.utl0ns, Inc. a fennsylvania corporat:l.Qn ("ZmplOYu"), and lo.-, (;n.,.dt.IJ.....n.~).~ l "Empj,;,ee .; . WTTN'-S~~'r~: WHElU:AS, Employee desires to enter into the employment of Employar, and Employ,r d..itel to Imploy EmplOY'" provided that, in so doing, it can protect its confidential :l.nformation. bUlinesl, accounts, patronage and goodwill: and NOli, TKEJU:FORE, in consideration of the foreqoinq and of tha mutual covanants and agreements containad herein, tha parties aq:ee as follows: 1. r."",le~.n~. (II Employe, hereby agrea. to .nte.~ into the employmen: of Employar, and Employer agrees to employ Employee, for a term beginnir.g on the dati of liqning thil "quement:. (ll) Du::ir.q hi. employment by Employer, Employee will sarve in luch capaciti.. as rr.ay be Alsigned to him from ti:ne-to-tima by ,:ha Employer. te) Employee aq:ees :r.at ha will serve Employer ~aithf';:'ly, diligently, and to tha best ot his ability d~rinq the pariod of his amployment with I Employer and will devote his time as necessary to meet the requirements of the job. to which he may be aniqned pursuant to seet10n 1 (b) t:erein. EXHIBrr I ---D- AP~-2'-'. MaN 11&e. ccs ~.IiJ15 . 2. ~""'''.P'lU~~O!I. Ouring tha urm of thll Agreement. Employee Ihall raceive AI compenution for h1. ..:viclS an hourly waga start1nq at . , which shall be payable in in.tallmentl bi-we.kly. 3. 't""r"'\I"":~-. ...t!.. (a) Either Employa. or Employer may terminata tha employment of Employ.e hareunder It any tima, at. w111 and withOU~ Cal.lle, bl( givin9 to the other puty 7 day.' prior wr.tten notic. of tha data of te:r:lllinadon of luch employment. (b) Employer iliai' at anl( time urrdnate tha employment of Employ.. for "just caueaP which, for purpolel hareof, lih&ll be defined as followlI U.) The failure of Employea to devote his but efforts to the pe:r:forllWlc' of h11 dut1.. under th11 AilraUllnt; (U) Any diShonast ICt or cours. of conduct by Employea, or fraudulent OJ: other act or couu. of conduct by E\'lIploya. which either conltitutu a felony, .. determined by I court of cOlllPeunt judldict10n or qrand jury indictmant, or intantionally and 1l1eg.lly nlultl1n qain or parlonal enrichment of Employee at the expense of Employer: 1111.) The w.llful or negliqent cOll'JlliSsion by Employe. of any act. or and orniuion by Employaa to Ict that maunally inju:II the cu.inus or reputation of Employer: or (1v) Any other act or COl.l1'l1 of conduct by I Employea that conltitut.. . lI\atuial breach of any of the term. of. Or the fallure of E:IIployaa to lubltantially parform or comply w1th any covenant contained in this Agreement. or a fallun to follow 2 . re..onable and lawful inltructionl of tha Board of Directou of E1nployar. (~) If Employer terminates the employment of E/lIployee far just caule or Wl.thout ~UI~ Col\:S~. :r~! ::nplcyee voluntarily terminatea his employment, nO further ulary Ihall !:la due Employee under Se~tion 2 al:lova. (d) No termination of elllploYll'ant of Ernployea, whether voluntary or involuntary and whether withor without just cause. shall tum1nata, aUect. or impsir any af the 0~li9ation. or riqhtl of the partial .et forth in Sectionl 4 ." "'.." of thil M:eem.nt. all of which o~l1qation. and riqhtl Ihall survive any termination of elllploymant of Employee heraunclar. 4. (t\1!"it'At';M tit 'me!ny."'" For a period of thraa yaars after the termination or cessation of Employee' I employment for any U&lon, ElIIPloyee Iball not, on his own behalf or on behalf of any other penon or entity, ei.ther hin, solicit, or seek to hire any employee of Employer or in any other manner attempt to induce any e8.Ployae of Employer to leave t.he employment of Employar. nor shaUh,lIlt:lr dilclOla to anyperaon or entity any inforlUtlon concerninq any employa.. of Employar. ,. Non"r\~e.t'\t"qn lq~..~8n". For a pariod of laven yaar. from ~a Effectiva Dat.e, and notwithlundinq Elllployea' s terllli.natiOn as an employae of EllIployer (whet.her luch termination ."AI voluntary or i.nvolunlary, or with or without jUlt cause or putluant to the employmant term of th1. Aqreement), I. , Emploj'ee will not direct.ly or indirectly enqaqe in the budne.. of: (a) 3 , . . ratail ul.. of compute: related producU; or (b) the cied9n, lIIanufactuxe, or ..le of compute: software; or (c) sny other bueine.. that p;ovidel the 84M or ailllilu I.nic.. or productl .. those provided by Employer at the time of termination: ai.thilt: (1) Within any luta in wh1ctl El\lployer now conducts or may at tha tilDa of termination conduct bu.in." or in which EIlIployer haci previouslY conducted buline.. at tha time of termination of EmplOY'" I employment: or (11) To any person who w.. a customer of Employer or il or wal a cUltomer of Employer at any time durinq the tenl of Employee' I employment with Employer. '.' rox purpose. of this Aqreement, the term "inc!J.rectly. includll any I:ludn... or antity in which El\lployae eithe.t cwns ox po..e.... moxa than alO' int.xest in profit., lossa., or capital, ot 11 an officar, diractor, partner, Ot employee, or for which the Employae acts .. agant or xepresentative, ox to which Employaa provid81 consultinq or advisory senicel. 6. ~~~'{~pn~;al;~v. For purpose. of thil Agreement, 'Proprietary Informat1on" muns conHdential inforl\lation and tude secreta of or relatinq to tha business and products or Employ.r, includinq Icientitic, anqineednq and technical information. racords, CUltOlll COl\lputlr software, .ale. procadures, CUltomer requi:emen~s, prici.nq andbiddinq tecnniquu, CUltom.:r u..u, alllPloyau' record. and CO/llPenution, methods of doinq tillin... and othar confidential information. EMployea aquel that ha will not, aither directly or indirectly (except II required in tha couua of bilemployment.l:ly . A~~-Z'-9. MON 11188 CCB I> ~.II. " . . . Employer), uee, disclose. or di..eml.nate to any othu penon or other entity, lec:tun upon, publish articlll conce.rnin9, or otha:r:wile exploit any IUc:tl Proprietary Information. All files, spacificationl, drawinql, blueprintl, reproductions, recoras, documents, information, data, Ina .im~llr ltama ulltin9 to the DUlin." and productl of &mployer, whather or not preparad or compUed by Emplovea, shall rauin the exclusive p:roperty of Employer anel shall not be removed from the premiul of Employer: excapt in the ordl.nuy coune of business durinq tha pariod of ,Employee' I active amploymlnt, anel - Ihall be promptly delivarad to Employer upon termination of hil emplo~nt. 7. t't ~fl!~V""'i...c Jlnf"l Tnvonfo4..t\r'l~ r ".!IIi9",,,,,.nt- .~'P'eI."'.n~. Ca) It, durin9 hil employtMnt or within seven (7) yea:l aftel: termination for any realon of hil employment with Employer, Employe. concaives or makes any discovery, invention, or improvament that relatel to the bUline.1 or products of Employer (whethar or not such diecovery, invention, or improvemant is conceived or made alone or with oth':U, at the request or eU9gution of Employer, during uqula: work. hO\lU or otherwie. or in or ouuide of the ~acilitiel of Employar), tha Employea' I riqhts in luch dilcovery, invention, or improvemant shall ba tha axcluliva property of Employer. I (11) Zmployea hereby Uliqn. to Employer his full and exclusive d9ht to any such dilcovery, invention, or improvement and, if such a~lcovery, 5 invention, or improvement be patentable Or copy:t'i.qhtable to any application for copyrightl or letters patent that may be filed on and copyriqhtl or 1.tte%8 patent that lllay be obtained or illued on luch discovery, invention, or improval'll8nt. Employ.' ,hall exacute all document3 ~nd ~nit:umants ~loy.r deeml necessary or de.irable to ve.t title to such dilcovary, invention, or improvament. ~ployae shall exacute all documlntl and instruments .Employer daemt necelsary or desirable to vest title to IUch dilcovery, invantion, or improvament in Employer or ita nominaa and Ihall .. cooparate in all respect. with Employer in prolecuting applicationa for copyrightl or letters patent on any Iuchdiscovery, invention, or improvement and p:rocudng and lII&intaininq copyriq~tl and patentl and in obtaininq or reqistednq !iny tradatllUKS or s.rvic. marks that Employeamay so oriqinat.. I. ~.v.~~h4'i~~. (I.I E.ch agreement lat forth herein constitute. a saparate agreament independently supported by good and adaquate considaration and each luch agrellllllnt Ihall ba severable from the other provia1cln of thil Agreamant. The existenca of any claim or cause of action of Employa. against Employar, whether predicatad on this Agreement or otharwile, .hall not constitute a defansa to the enforcement of the covenantl and agreaments ff Employee contained herein. (hI All provisions of this Agreement ara intended to be enforced to the .' . If to ElI\Illoy.e: lo~~J~~-" ....._~ -' Hand-dalivered notices ,hall be deemad communic:ated upon rec:.1pt, IlIlned noticel Ihlll be deemed communicated four c1aYI attlr mailinq. rlriy Futy may chanve the add:e!$ :~ wnic~ noticel should ba sent by qivinq notice II provided in th1l lection. 11. M"AI" ",,~; "n. No chanqe or modification of thil Aqreem.ntlhall be . " val1cl or bindinq upon the parti.. hereto, nor Ihall any waiver of any ta:m or - condition in the futul:a be 10 binciinq, unle.. such chanqe or modiflcatlon or waivar is in wri tinq and I1gnedby tha partiel heretot provided, howaver, that th11 Aqreement will terminate if the Ioaset Purchase Aqraament 18 rllc:inded, which termination shall be effective tha date of auch relcission. 12. j!U!lP""" I nn ol '['''1'11I. The z:unninq of the time periodl applicable to . any covanant not to cOlllpete containecl harein shall be IUlpended eluring the period. of any violat:.on by Employee of such covenant. 13. &ftn' .t"':Ilhl.. T.AW. VannA _"d ..Tl'lY'i~tH_~f"1~p\, The law. of the Stat. of Penn.ylvln1& shallqcvarn this "in.ment. iota tarml and conditionl. and the riljlhtl and obliqa tionl of tha partin harato. Any ..ctiol\ at law 0: i:\ e~ity , ' brouqht to interpret or enforca thil "qreement .hall be qrc\Oqht anel prosacutad to fin! l.dj udi.e.don in fedeuland Pannsylvania Ita te COllttl and the partie. hereto hereby con.ent to the juriadic:tic)n of these court. and 8 ~;. I . , ", I ... . ~ III 101 Q .. rJ t; E: 1lI 3 w . 0( . i II III 0 ~ . 0( <5 z ~ ~ . III ~ ~ . ~ . ~ I Z N = Z . ~ g II: 3 Do < o z . ~ " ~ .. i( - ell :> . N lD = III . iii II: II: rJ 0( 1: . ..'lltll.....n..il,...'.I'I.... If. III.' ,)ftJlltOJO.l.1.loj(,'''''OJ1Jj",1i-11, reason during that three (3) years period, Defendant, David L. Sizer, would have to reimburse Plaintiff for the payments. I. Admitted. t. After reasonable investigation, Defendants are without sufficient knowledge, information or belief to verify the accuracy of this allegation. 10. Denied. 11. Admitted in part and denied in part. It is admitted that Plaintiff paid Defendant, David L. Sizer, at a rate of Seventy- Five Dollars ($75.00) an hour. It is denied that Plaintiff did so based on any alleged representation of impending Novell Certification by Defendant, David L. Sizer. Defendants are without sufficient knowledge, information or belief to verify the accuracy of Plaintiff'S averment of the normal hourly rate paid by Plaintiff. 12. Admitted in part and denied in part. It is admitted that Defendant, David L. Sizer, did not obtain the Novell Certification. It is denied that Defendant, David I.. Rizer, made any misrepresentations to Plaintiff. 13. Admitted in part and denied in part. It is denied that Defendant, David L. Sizer, subsequently left Plaintiff's employment. To the contrary, Plaintiff terminated Defendant, David L. Sizer's, employment. It is admitted that Defendant, David L. Sizer, has not reimbursed Plaintiff for expenses arising from his Novell training. - 2 - By way of turthar answer, Defendant, ~avid L. Sizer, was not under any obligation to reimburse Plaintiff f.or expenses arising from his Novell training. 14. Admitted in part and denied in part. It is admitted that Defendant, David L. Sizer, signed an Employment confidentiality and Non-Competition Agreement. It is denied that a true and correct copy of the Agreement which Defendant, David L. Sizer, signed is attached to Plaintiff's complaint as Exhibit "A." By way of further answer, the date is not accurate. 15. Admitted. 16. Admitted in part and denied in part. It is admitted that Defendant, Dawn Marie Robertson Sizer, signed an Employment confidentiality and Non-competition Agreement. It is denied that a true and correct copy of the Agreement which Defendant, Dawn Marie Robertson Sizer, signed is attached to Plaintiff's Complaint as Exhibit "B." By way of further answer, the date is not accurate. 17. Admitted. 18. Admitted in part and denied in part. It is admitted that Defendant, David B. Goudzwaard, signed an Employment confidentiality and Non-competition Agreement. It is denied that a true and correct copy of the Agreement which Defendant, David B. Goudzwaard, signed is attached to Plaintiff's Complaint as Exhibit "C." By way of further answer, the date is not accurate. - 3 - 1.. Admitted. 20. Admitted. 21. Admitted. 22. The allegation in this paragraph is a conclusion of law to which no response is required. To the extent a response is deemed necessary, it is denied that Defendants conspired to form their own business. 23. The allegation in this paragraph is a conclusion of law to whi.ch no response is required. To the extent a response is deemed necessary, it is denied that upon leaving Plaintiff's employment, Defendants' took materials from Plaintiff's business to assist in the formation of their new business. 24. Admitted. 25. Denied. By way of further answer, when Defendants started their business, they intentionally avoided Plaintiff's then current geographic markets and customer base. 21. Denied. The allegation in this paragraph is a conclusion of law to which no response is required. By way of further answer, Defendants' New Matter is incorporated herein by reference. 27. Denied. By way of further answer, Michael Vandling, Owner and Vice-President of Complete Computer Solutions, Inc. informed Defendant, David L. Sizer, that he was free to perform an installation - 4 - job and accept two (2) mountain bikes for his efforts, provided he did so on his own time and did not bill the ccmpany. 28. Denied. 29. Denied. By way of further answer, the Agreement between Plaintiff and its customer was such that Plaintiff would not accept payment for the installation jOb, but that the customer was free to compensate D$fendant, David L. Sizer, for his personal efforts in performing the installation by giving him two (2) mountain bikes. 30. The answers to Plaintiff's averments in paragraphs 1 through 26 are incorporated hereby as if set forth fully and at length. 31. The allegation in this paragraph is a conclusion of law to which no response is required. To the extent that an answer is required, it is denied that Defendant, David L. Sizer, breached his oral agreement with Plaintiff to reimburse Plaintiff for his Novell training if he left prior to the expiration of the three year periOd. 32. Admitted. By way of further answer, Defendant David L. Sizer was under no obligation to reimburse Plaintiff for the expen.e. incurred in his Novell training. WHERErOR!, Defendants respectfully request this Honorable Court to grant judgment in its favor and against Plaintiff and dismiaa this Count of Plaintiff's Amended Complaint and award Defendants - 5 - raaaonable attorneys' fees, costs and other reliat this Honorable Court deems proper. 33. The answers to Plaintitf's averments ot paragraphs 1 through 29 are incorporated hereby as it set torth tully and at length. 34. Denied. 35. Denied. 36. The allegations in this paragraph constitute a conclusion ot law to which no response is required. To the extent a response is deemed necessary, it is expressly denied that Defendant, David L. Sizer, misrepresented himself to Plaintiff in such a way as to induce Plaintiff to pay him at a higher rate as a Novell Certitied Technician ot Seventy-Five Dollars ($75.00) an hour. 37. After reasonable investigation, Defendants are without sufficient information, knowledge or belief to verify the accuracy of tha allegations of this paragraph. WHERErORE, Defendants respectfully request this Honorable Court to grant judgment in its favor and against Plaintiff and dismiss this Count ot Plaintiff's Complaint and award Defendants reasonable attorneys' tees, costs and any other relief this Honorable Court deems proper. 3.. The allegation in this paragraph is a conclusion ot law to which no response is required. To the extent a response is deemed - 6 - necessary, it i. denied th~t Def&ndant, David L. sizer, violated hi. Employment Contract with Plaintiff by receiving the mountain bikes from Plaintiff'. customer on Defendant's individual behalf. 3'. The allegation in this paragraph is a conclusion of law to which no response is required. To the extent a response i. deemed necessary, it is expressly denied that Defendant, David L. Sizer, defrauded Plaintiff out of $975.00. WHIR!rORI, Defendants respectfully request this Honorable Court to grant judgment in its favor and against Plaintiff and dismiss this Count of Plaintiff's Complaint and award Defendants reasonable attorneys' fees, costs and any other relief this Honorable Court deems proper. 40. The answers to Plaintiff's averments of paragraphs 1 through 34 are incorporated hereby as if set forth fully and at length. 41. The allegation in this paragraph is a conclusion of law to which no response is required. To the extent a response is deemed necessary, the allegations are expressly denied. 42. The allegation in this paragraph is a conclusion of law to which no response is required. To the extent a response i. deemed necessary, the allegations are expressly denied. - 7 - 43. The allegation in this paragraph i. a conclusion of law to which no response is required. To the extent a response i. deemed necessary, the allegations are expressly denied. 44. The allegation in this paragraph is a conclusion of law to which no response is required. To the extent a response is deemed necessary, after reasonable investigation, Defendants are without sufficient information, knowledge or belief to verify the allegations of this paragraph. WHEREFORB, Defendants respectfully request this Honorable Court to grant judglnent in its favor and against Plaintiff and dismiss this Count of Plaintiff's Complaint and award Defendants reasonable attorneys' fees, costs and any other relief this Honorable Court deems proper. 45. The answers to Plaintiff's averments of paragraphs 1 through 39 are incorporated hereby as if set forth fully and at length. 46. The allegations of this paragraph constitute a conclusion of law to which no response is required. To the extent a response is deemed necessary, Defendants expressly deny the allegations of this paragraph. 47. The allegations of this paragraph constitute a conclusion of law to which no response is required. To the extent a - 8 - NEW MATTER 1. The answers to the allegations of paragraphs 1 through 49 are incorporated herein by reference. a. plaintiff never represented to Defendant, David L. Sizer, either at the time of hiring or at the commencement of Defendant, David L. sizer's, employment with Plaintiff, that he would be required to sign an Employment Agreement. 3. Plaintiff never represented to Defendant, Dawn Marie Robertson Sizer, either at the time of hiring or at the commencement of Defendant, Dawn Marie Robertson Sizer's, employment with Plaintiff, that she would be required to sign an Employment Agreement. to Plaintiff never represented to Defendant, David B. Goudzwaard, either at the time of hiring or at the commencement of Defendant, David B. Goudzwaard's, employment with Plaintiff, that he would be required to sign an Employment Agreement. 5. Plaintiff never represented to Defendant, Lori Goudzwaard, either at the time of hiring or at the commencement of Defendant, Lori Goudzwaard's, employment with Plaintiff, that she would be requir.ed to sign an Employment Agreement. .. Defendant, David L. Sizer's, signing of the Employment Agreement was not done ancillary to his employment relationship with Plaintiff. - 10 - 7. Dafandant, Dawn Marie Robertson Sizer's, signing of the Employment Agreement was not done ancillary to her employment relationship with Plaintiff. .. Defendant, David B. Goudzwaard's, signing of tha Employment Agreement was not done ancillary to his employment relationship with Plaintiff. t. Defendant, l,ori Goudzwaard's, signinq of the Employment Agreement was not done ancillary to her employment relationship with Plaintiff. 10. At the time Defendant, David L. Sizer, signed his Employment Agreement, Plaintiff did not offer any additional compensation or consideration to Defendant, David L. Sizer. 11. At the time Defendant, Dawn Marie Robertson Sizer, signed her Employment Agreement, Plaintiff did not offer any additional compensation or consideration to Defendant, Dawn Marie Robertson Sizer. 12. At the time Defendant, David B. Goudzwaard, signed his Employment Agreement, Plaintiff did not offer any additional compensation or consideration to Defendant, David B. Goudzwaar"d. 13. At the time Defendant, Lori Goudzwaard, signed har Employment Agreement, Plaintiff did not offer additional compansation or consideration to Defendant, Lori Goudzwaard. - 11 - u. The Employment Agreement attachad a. Exhibit "A" to Plaintiff'. Complaint wu altered by Plaintiff. after Defendant, David L. Sizer, signed said Agreemant. 15. The Employment Agreement attached aa Exhibit "B" to Plaintiff's Complaint was altered by Plaintiff after Defendant, Dawn Marie Robertson Sizer, signed said Agreement. 11. The Employment Agreement attached as Exhibit "c" to Plaintiff's Complaint was altered by Plaintiff after Defendant, David B. Goudzwaard, signed said Agreement. 17. At the time Defendant, David L. Sizer, signed said Agreement, the date was left blank by both Plaintiff and Defendant, Davi.d L. Sizer. 18. At the time Defendant, Dawn Marie Robertson Sizer, signed said Agreement, the date was left blank by both Plaintiff and Defendant, Dawn Marie Robertson Sizer. 11. At the time Defendant, David B. Goudzwaard, signed said Agreement, the date was left blank by both Plaintiff and Defendant, David B. Goudzwaard. 20. Plaintiff fraudulently added the date currently appearing on Exhibit "A" of Plaintiff's Complaint after Defendant, David L. Sizer, signed said Agreement to make it appear as if Defendant, David L. Sizer, signed said Agreement at an earlier date than Defendant, David L. Sizer, actually signed said Agreement. - 12 - 21. Plaintiff fraudulently added the date currently appaaring on Exhibit "B" of Plaintiff's complaint after Defendant, Dawn Marie Robertson Sizer, signed said Agreement to make it appear as if Defendant, Dawn Marie Robertson Sizer, signed said Agreement at an aarlier date than Defendant, Dawn Marie Robertson Sizer. actually signed said Agreement. 22. Plaintiff fraudulently added the date currently appearing on Exhibit "C" of Plaintiff'S Complaint after Defendant, David B. Goudzwaard, signed said Agreement to make it appear as if Defendant, David B. Goudzwaard, signed said Agreement at an earlier date than Defendant, David B. Goudzwaard, actually signed said Agreement. 23. Plaintiff has intentionally misrepresented three of the four Employment Agreements attached to its Complaint as Exhibits and accordingly has unclean hands. 24. Plaintiff's cause of action is accordingly barred by the defense of unclean hands. 25. The Employment Agreement sig~ed by Defendant, David L. Sizer, was not supported by adequate consideration. 2.. The Employment Agreement signed by Defendant, Dawn Marie Robertson Sizer, was not supported by adequate consideration. 27. The Employment Agreement signed by Defendant, David B. Goudzwaard, was not supported by adequate consideration. - 13 - 21. Tha Employment Agraement signed by Defendant, Lori Goudzwaard, was not supported by adequate consideration. 2.. Tha restrictive covenant provisione uf the Employment Agreement Defendant, David L. Sizer, signed are "lnenforceabla as a matter of law due to lack of consideration. 30. The restrictive cove'lant provisions of the Employment Agreement Defendant, Dawn Marie Robertson sizer, signed are unenforceable as a matter of law due to lack of consideration. 31. The restrictive covenant provisions of the Employment Agreement Defendant, David B, Goudzwaard, signed are unenforceable as a matter of law due to lack of consideration. 32. The restrictive covenant provisions of the Employment Agreement Defendant, Lori Goudzwaard, signed are unenforceable as a matter of law due to lack of consideration. 33. The restrictive covenant provisions of the Employment Agreement Defendant, David L.' Sizer, signed are unenforceable as a matter of law because they are overly broad. 34. The restrictivft covenant provisions of the Employment Agreement Defendant, Dawn Marie Robertson Sizer, signed are unenforceabl~ as a matter of law because they are overly broad, 35. The restriceive covenant provisions of the Employment Agreement Defendant, David B, Goudzwaard, signed are unenforceable as a matter of law because they are overly broad. - 14 - 3.. The restrictive covenant provisions of the Employment Agreement Defendant, Lori Goudzwaard, signed are unenforceable as a matter of law because they are overly broad. 37. Various terms of the Employment Agreement signed by Defendant, David L. sizer, and attached as Exhibit "1\" to Plaintiff's Complaint are incomplete. 38. The incomplete terms of the Employment 1\greement signed by Defendant, David L. Sizer, and attached as Exhibit "1\" to Plaintiff's Complaint are material terms, and as such, the instrument upon which Plaintiff bases its cause of action is not a legally binding contract. 3.. Plaintiff has failed to attach a complete copy of the Employment Agreement signed by Defendant, Dawn Marie Robertson Sizer, as Exhibit "B" to Plaintiff's Complaint. Paragraphs 2 and 3 of Plaintiff's Exhibit "B" do not appear in their entirety. 40. Various terms of the Employment Agreement signed by Defendant, Dawn Marie Robertson Sizer, and attached as Exhibit "B" to Plaintiff's Complaint are incomplete. 41. The incomplete terms of the Employment Agreement signed by Defendant, Dawn Marie Robertson Sizer, and attached 48 Exhibit "B" to Plaintiff'S Complaint are material terms, and as Buch, the instrument upon which Plaintiff bases its cause of action is not a legally binding contract. - 15 - 42. Various terms of tha Employment Aqreement signed by Defendant, David B. Goudzwaard, and attached as Exhibit "c" to Plaintiff's Complaint are incomplete. 43. The incomplete terms of the Employment Agreement signed by Defendant, David B. Goudzwaard, and attached as Exhibit "c" to Plaintiff's Complaint are material terms, and as such, the instrument upon which Plaintiff bases its cause of action is not a legally binding contract. 44. Various terms of the Employment Agreement signed by Defendant, Lori Goudzwaard, and attached as Exhibit "0" to Plaintiff's Complaint are incomplete. 45. The incomplete terms of the Employment Agreement signed by Defendant, Lori Goudzwaard, and attached as Exhibit "0" to Plaintiff's Complaint are material terms, and as such, the instrument upon which Plaintiff bases its cause of action is not a legally binding contract. WHBR!rORE, Defendants demand that Plaintiff's Complaint against them be dismissed. - 16 - VERIFICATION .D I'\u,t:) 1- S 12.2. K.. , verify that the .tatement. I, containad in the foreqoinq pleadinq are true and correct to the b..t of my knowledqe, information and belief. I understand that falae .tatem~nt. therein are made .ubject to the penalties of 18 Pa.C.S. 54904, relatinq to unsworn Date: CJ IZ] h<.. falsif!9~tion to authorities. (~:~/~ .?J - 19 - VERIFICATION I, '-Vi1&1lJ A, Aw'L'ilr~"l1 , verify that the statementa contained in the foregoing pleading are true and correct to the best of my knowledge, information and belief. I understand that false statements therein are made subject to the penalties of 18 Pa.C.S. 54904, relating to unsworn falsification to authorities. '...-.---- --....... "- ) Date: .5",( .. J 1'1'16 , . : D,/A?;. ,/ , " ' I' - 21 - COMPLETE COMPUTER SOLUTIONS, INC. : IN THE COURT OF COMMON PLEAS Plaintiff ; CUMBERLAND COUNTY, PENNSYLVANIA v. : NO. 96-2784 Civil Term DAVID B. GOUDZWAARD, LORI GOUDZWAARD, DAWN MARIE ROBERTSON : SIZER and DAVID L. SIZER, t/d/b/a/: NET LINK, Defendants IN LAW PRABCIPB TO: THE PROTHONOTARY OF SAID COURT Kindly add the attached pages to the exhibits attached to the Amended Complaint filed in the above-referenced matter. They are the first three pages of Exhibit "B", and the last page of Exhibit "D". These attachments were inadvertantly omitted from the original filing. Respectfully submitted, KILLIAN & GEPHART Dated: October 28, 1996 p!~~}. ~~~Esquire Attorney I.D. #46664 218 pine Street P. O. Box 886 Harrisburg, PA 17108-0886 (717) 232-1851 '/.11 '.' I' 10/24/199G 11:45 171773103GG CC5: IGC PAGE 82 EMPLOYMENT. CONF::O!NTIALIT't, ANO NONCOMPETITION ,.GRlEMENT Thh I'gTflOlM'nt. is made as ot ~vi/el/;~" '} , 19.111 by and pon; Complete Computer S<>luti,ms, Inc. a Pennsylvania corporation ("f.llIployer"), and l.fwlf/ I!~~.J{.~~'I'" ("Employee") . WI1'N~SS~TK: NH2REAS, Employee douirell to enter into the emplOylllent of Employer, .nd Elllploye, des; Tile t<l emp Loy Employee, provided that, in .0 doing, 1 t can protect i t$ c:onfid'lntial information, !:lusl,ne.s, account., patronaCJe .nd goodwill, and NOW, THEREFOl{g, in considenLion of the l~oreqoing and of the muLual covenants and agreementl. contained herein, the partie. aqree AI follows: 1. ~l'I\Pl n'Vlftltnt . (a> Employee herebl' agree8 to enter into th... employment of Employer, and Employer agrees to employ Employee, for a term beginning on the date of a19"in9 this Aqreenlent. (b) Ouring hls ellployment by Employer, 1~llIployee will selve in Illch capacities as may be aulgned to him from timo-1:o-time by the Imployer. (el Employee ~ 'lreell that he will .erve Employer fai thfully, d1l11l_lItly, and to the b-eslt of his ability during the period of his employment with Employer and Wl. 11 df!voee his time as neclSlId.ty tc meet the requir8l11Cnt. of ,be jobs to which he ma f be auigned pursuant to .ection 1 (b) herein. I IXH..rr 8 1, CBRTIFICAT. or S.RVICB On tnis 28th day of October, 1996, I hereby certify that I served the f.oregoing document on the following by depositing a true and correct copy in the United States Mail, postage prepaid, addressed to: John W. Frommer, Esqui~e Heather D; Royer, Esquire 2917 North Front Street Harrisburg, PA 17110 KILLIAN & GEPHART d~ d M~:~~ Esquire Attorney I.D. #46664 218 pine Street P. O. Box 886 Harrisburg, PA 17108-0886 (717) 232-1851 " , , , , 1 '1."_ , ",.'.1 " I,. ~ In r~ .:J " <~ .. ~ 'j ". t.-: N , .Il;~) ~;: ... I )::~ r_( I ',. u.. , ~..1 1. t,J( en 0 11)' N 1..., ,I ';J ~ 1113 u:' L> , ~ 0.:: r c..;: II. V~ 'j 0 In lJ I, , " " , , I I, be required to sign an employment agreement. By way of further answer, the agreement attached to the complaint was signed at the time of hiring. 5. Denied. It is specifically denied that Plaintiff never represented to Defendant, Lori Goudzwaard, either at the time of hiring or at the commencement of her employment, that she would be required to sign iln employment agreement. By way of further answer, Defendant's agreement was signed at the date of hiring. 6. Denied as a conclusion of law to which no responsive pleading is required. To the extent a responsive pleading is required, it is specifically denied that David Sizer's entering in\:? the employment agreement was not done ancillary to his employment relationship. 7. Denied as a conclusion of law to which no responsive pleading is required. If a responsive pleading is deemed required, it is specifically deni.ed that entering into the empJ.oyment agreement was not ancillary to the employment relationship. 8. Denied as a conclusion of law to which no responsiv"! pleading is required. If a responsive pleading is deemed required, it is specifically denied that the signing of the employment agreement was not ancillary to the employment relationship. 9. Denied as a conclusion of law to which no responsive pleading is required. If a responsive pleading is deemed required, it is specifically denied that the signing of the employment agreement was not ancillary to the employment relationship. 10. Denied. It is specifically denied that the employment agreement of Defendant, David Sizer, is without adequate consideration. By way of further answer, Defendant's agreement was entered into at the time of hiring and ratified later by Defendant. 11. Deniad. It is specifically denied that the employment agreement of Defendant, Dawn Marie Robertson Sizer, is without adequate consideration, By way of further answer, Defendant's agreement was entered into at the time of hiring and ratified later by Defendant. 12. Denied. It is specifically denied that the employment agreement of Defendant, David B. Goudzwaard, is without adequate consideration. By way of further answer, Defendant signed his agreement at the time of hiring. 13. Denied. It is specifically denied that the employment agreement of Defendant, Lori Goudzwaard, is without adequate consideration. By way of further answer, Defendant signed her agreement at the time of hiring. 14. Denied. It is specifically denied that the employment agreement has been altered in any way. 15. Denied. It is specifically denied that the employment agreement attached as Exhibit "B" has been altered in any way although it was dated by Plaintiff. 16. Denied. It is specifically denied that the employment agreement attached as Exhibit "C" has been altered in any way. The agreement is signed by Defendant and was dated by Plaintiff. 17. Denied. It is specifically denied that the date on the employment agreement was left blank. 18. Denied. It is specifically denied that the date on the employment agreement was left blank. 19. Denied. It is specifically denied that the date on the employment agreement was left blank. By way of further answer, the agreement is signed and dated by Defendant. 20. Denied. It is specifically denied that any fraud has occurred or that any date has been added to the employment agreement. 21. Denied. It is specifically denied that any fraud has occurred or that any dates have been added to the employment agreement. By way of further answer, Mr. Sizer assisted in establishing the date. 22. Denied. It is specifically denied that any fraud has occurred or that any dates have been added to Exhibit "C" of the Complaint. By way of further answer, the agreement was signed and dated by Defendant. 23. Denied. It is specifically denied that there has been any misrepresentation of any sort or that Plaintiff has unclean hands. 24. Denied as a conclusion of law to which no responsive pleading is required. Any implication that any of Plaintiff's actions give rise to a defense of unclean hands is s~ecifically denied. 25. Denied as a conclusion of law to which no responsive pleading is required.. If a responsive pleading should be deemed required, the employment agreement is supported by adequate consideration. 26. Denied as a pleading is required. conclusion of law t.o which no responsive If a responsive pleading should be deemed required, the employment agreement is supported by adequate consideration. 27. Denied (IS a conclusion of law to which no responsive pleading is required. If a responsive pleading should be deemed required, the employment agreement is supported by adequate consideration. 28. Denied as a conclusion of law to which no responsive pleading is required. If a responsive pleading should be deemed required, the employment agreement is supported by adequate consideration. 29. Denied as a conclusion of law to which no responsive pleading is required. If a responsive pleading is deemed required, it is averred that adequate consideration is present for enforceability. 30. Denied as a conclusion of law to which no responsive pleading is required. If a responsive pleading is deemed required, it is averred that adequate consideration is present for enforceability. 31. Denied as a conclusion of law to which no responsive pleading is required. If a responsive pleading is deemed required, it is averred that adequate consideration is present for enforceability. 32. Denied as a conclusion of law to which no responsive pleading is required. If a responsive pleading is deemed required, it is averred that adequate consideration is present for enforceability. 33. Denied alii a conclusion of law to which no responsive pleading is required. If a responsive pleading should be deemed required, it is specifically denied that restrictive covenant provisions are overly broad. 34. Denied as a conclusion of law to which no responsive pleading is required. If a responsive pleading should be deemed required, it i.s specifically denied that restrictive covenant provisions are overly broad. 35. Denied as a conclusion of law to which no responsive pleading is required. If a responsive pleading should be deemed required, it is specifically denied that restrictive covenant provisions are overly broad. 36. Denied as a conclusion of law to which no responsive pleading is required. If a responsive pleading should be deemed required, it is specifically denied that restrictive covenant provisions are overly broad. 37. Denied. It is specifically denied that the agreement is in any way incomplete. 38. Denied. It is specifically denied that the agreement is not a legally binding contract. 39. Admitted in part, denied in part. It is admitted that due to a clerical error a page is missing from Plaintiff's exhibit. Any legal inference that such a clerical error constitutes the contract defective is specifically denied. 40. Admitted in part, denied in part. It is admitted that due to a clerical error a page is missing from Plaintiff's exhibit. Any legal inference that such a clerical error constitutes the contract defective is specifically denied. 41. Admitted in part, denied in part. It is admitted that due to a clerical error a page is missing from Plaintiff's exhibit. Any legal inference that such a clerical error constitutes the contract defective is specifically denied. 42. Denied. It is specifically denied that the agreement is incomplete. 43. Denied. It is specifically denied that the agreement is not a legally binding contract. 44. Admitted in part, denied in part. It is admitted that due to a clerical error a page is missing from Plaintiff's exhibit. Any legal inference that such a clerical error constitutes the contract defective is specifically denied. 45. Admitted in part, denied in part. It is admitted that due to a clerical error a page is missing from Plaintiff's exhibit. Any legal inference that such a clerical error constitutes the contract defective is specifically denied. WHBRBFORE, Plaintiffs respectfully request that Defendant's New Matter be dismissed. ANSWER WITH NEW MATTER TO THB COUNTBRCLAIM 1. The averments of the Complaint and the answers to the New Matter are incorporated hereby as if set forth fully and at length. 2. Denied. It is specifically denied that' plaintiff has fraudulently dated any of the employment agreements. By way of , I ! further answer, true and correct copies of the employment agreements, are attached to the Complaint a~ they were signed by Defendants. 3. Admitted in part, denied in part. It is admitted that Plaintiff signed a verification. Any implication that this verification contains any misrepresentations is specifically denied. 4. Denied as a conclusion of law to which no responsive pleading is required. If a responsive pleading is deemed required, it is specifically denied that Plaintiff has done anything arbitrarily, vexatiously or in bad faith. 5. Denied as a conclusion of law to which no responsive pleading is required. If a responsive pleading is deemed required, it is 6pecifically denied that Plaintiff has done anything arbitrarily, vexatiously or in bad faith. WHIR.FORI, Plaintiffs respectfully request this Honorable Court to dismiss the Counterclaim in its entirety. NBW MATTIlR The averments of Plaintiff's Complaint, the reply to New. Matter, and the answers to the Counterclaim are incorporated hereby as if set forth fully and at length. 1. The Counterclaim fails to state a cause of action for which relief can be granted. 2. The Counterclaim is barred by the doctrine of clean hands. '~ :1 'I ,I I' ., " , I' I I ~ I' I I I I. I <.I c (_'I'. ) I! u. , ') .'. I. I ,. I I ) 'I I , <, /' I , , I , , J , ,"f , , ,I .., <J , , , " , , , , " . (") " -'I ~ .. . '" ,- , , ), 1.1.': " (..' , " , ' ,-'I C' I I.' .' 1.1, :, I 1" ~ , r.: '.J , , I, , , " I' I 1\ r ~ " It, , .. COMPLETE COMPUTER SOLUTIONS, INC. : IN THE COURT OF COMMON PLEAS Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA v. NO. 96-2784 civil Term DAVID B. GOUDZWAARD, LORI GOUDZWAARD, DAWN MARIE ROBERTSON : SIZER and DAVID L. SIZER, t/d/b/a!: NET LINK, Defendants IN LAW PRA.Cm TO: THE PROTHONO~ARY OF SAID COURT Kindly withdraw the Motion to Compel filed in the above- referenced matter. Respectfully submitted, KILLIAN & GEPHART Dated: April 16, 1997 r~ " . I)y.' f)A..A~ Paula J ~ MCDermot't, Esquire Attorney I.D. #46664 218 Pine Street P.O. Box 886 Harrisburg, PA 17108-0886 (717) 232-1851 . '. CBRTIPICATB OP SBRVICB On this 16th day of April, 1997, I hereby certify that I served the foregoing document on the following by depositing a true and correct copy in the United States Mail, postage prepaid, addressed to: The Honorable J. Wesley Oler, Jr. Judge Cumberland County Courthouse 1 Courthouse Square Carlisle, PA 17013-3387 John W. Frommer, Esquire Heather D. Royer, Esquire 2917 North Front Street Harrisburg, PA 17110 ," KILLIAN & GEPHART _f'v..A.'}. . I't-;. r.Qv.-~ Paula JJ. McDermot t;, Esquire- Attorney I.D. #46664 ' 218 Pine Street P. O. Box 886 Harrisburg, PA 17108-0886 (717) 232-1851 , : ,- I"" ('I'~ ., " I , lll' " : .:~ 0, , H- , '1 .... c)' " ...... {, c:.) 'O) .' " " , ":'l r. .' .'1 I"} ." r I.. !,J.. 'I "., I' r'- ,1 " t..i C., , ) , " "1, , ' ,I " '" .- "