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HomeMy WebLinkAbout07-4553Y' - ..i COMPUTER AID, INC., : IN THE COURT OF COMMON PLEAS :CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff NO. O'y - ~ 553 CI v i ~~ v. :CIVIL ACTION -LAW SERCO, INC., PATRICK A. NEWCOMER, JIM BRAUN, INC., and JIM BRAUN, Defendants PRAECIPE FOR WRIT OF SUMMONS TO THE PROTHONOTARY: Please issue a writ of summons in the above-captioned action on behalf of Plaintiff Computer Aid, Inc, 1209 Hausman Road, Allentown, Pennsylvania 18104, and against the following Defendants: Serco, Inc., c/o Corporation Service Company, Suite B, 2704 Commerce Drive, Harrisburg, Pennsylvania 17110; .,~., 392 S~~lutA. I~nook~l R.i'ue, /~Ec.~~..~icsl;cs.q, 1714- /7DSo Patrick A. Newcomer, Jim Braun, Inc., 6012 S. McVicker Avenue, Chicago, Illinois 60638; and Jim Braun, 8845 Burlington Avenue, Apt. B, Brookfield, Illinois 60513-2160. k . Writ of Summons shall be issued and forwarded in the following manner: two (2) copies shall be forwarded to the Sheriff for service upon Serco, Inc. and Patrick A. Newcomer, and three (3) copies of the Writ shall be forwarded to the undersigned attorney for service upon Jim Braun, Inc. and Jim Braun individually. McNEES WALLACE & NURICK LLC By Susan .Metcalfe, Esquire I.D. No. 85703 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 232-8000 Fax: (717) 237-5300 smetcalfe mwn.com Attorneys for Plaintiff Dated: July 31, 2007 2 ~ ~ ~ C F~ ~~ ~~ ~ ~ !'rt r, ~ ~ _,-, ~~- ~ ~ ~.- ~ ~ `~- C-- N O C -T1 1 - r~ -~ ~ ~~ ~~ N ~rn O w 0 P ~ ~ ~ ~ a Commonwealth of Pennsylvania County of Cumberland WRIT OF SUMMONS COMPUTER AID, INC. Plaintiff Vs. Court of Common Pleas No 07-4553 CIVIL TERM SERCO, INC. C/O CORPORATION SERVICE COMPANY SUITE B 2704 COMMERCE DRIVE HARRISBURG, PA 17110 PATRICK A. NEWCOMER 3922 SILVER BROOK DRIVE MECHANICSBURG, PA 17050 JIM BRAUN, INC. 6012 S. MCVICKER AVENUE CHICAGO, ILLINOIS 60638 JIM BRAUN 8845 BURLINGTON AVENUE, APT. B BROOKFIELD, ILLINOIS 60513-2160 In CivilAction-Law Defendant To SERCO, INC., PATRICK A. NEWCOMER, JIM BRAUN, INC., AND JIM BRAUN, You are hereby notified that COMPUTER AID, INC., the Plaintiff(s) has /have commenced an action in Civil Action-Law against you which you are required to defend or a default judgment maybe entered against you. (SEAL) Date AUGUST 1, 2007 u is R. Long, Prothonotary C Deputy Attorney: Name: SUSAN V. METCALFE, ESQUIRE Address: MCNEES WALLACE & NURICK LLC 100 PINE STREET P.O.BOX 1166 HARRISBURG, PA 17108-1166 Attorney for: Plaintiff Telephone: 717-237-5300 Supreme Court ID No. 85703 „~ ~" `r COMPUTER AID, INC., Plaintiff v. SERCO, INC., PATRICK A. NEWCOMER, JIM BRAUN, INC., and JIM BRAUN, Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW NO. 07 - 4553 Civil Term AFFIDAVIT OF SERVICE OF WRIT OF SUMMONS COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN SS: Charmaine Y. O'Hara, being duly sworn according to law, deposes and says: She is employed as a Paralegal with the law firm of McNees Wallace & Nurick LLC, attorneys for Plaintiff in the above-captioned action. Pursuant to Pa.R.Civ.P. No. 402(a), she served a Writ of Summons in the above- captioned action upon Defendant JIM BRAUN, 1NC., at 6012 S. McVicker Avenue, Chicago, IL 60638, by certified mail, return receipt requested, with a date of delivery of August 9, 2007. Said return receipt is attached hereto. c~a_ Sworn to and subscribed before me this ~ nth day of August, 2007 Nowiwt"~ OM~It A pMCll! 'N~Iry ~~ pM di MA~M~~. OrMN11N GOUl~flll M fr ~~ ~,~puw Mo, ao. 20 ~ o r.M JIM JMM~ON ~p'JINIO A LilIIW ~#A ~fMMR ? Y-Y1lJO~ NMMMMrO .~ +10 r(1~ s ..,~e es.Lwa ,.. .~.N........~+... c- a ^ Complete items 1, 2, and 3. Also complete item 4 N ResMcted Delivery is desired. ^ Print your name and address on the reverse so that we can return the card to you. ^ Attach this card to the back of the mailpiece, or on the troCe permits. ~ 1. Article Add ~ f~ nomn-, `~1 V (~ o ~ 2 S. ~V~'r.~+~ lac C1w u..e~o, ~L- U oG 38~ A. Sig re x ~ ~~ B. j~iceljed by (PJfnted Name) ~ C. D. Is delivery address different from item 1 T ^ '~~ If YES, enter delivery address below: ^ No 3. type Mail ^ Express Mail O Registered ^ Return Receipt for Merc~randiae ^ Insured MaU ^ C.O.D. 4. ResMcted DeliveryT (Ext/a Fes) p Yes 2. Article Number r~ Q (Tiarrsfer Irvin service lebe9 ~~ ~ ~ 7 S~~ Z ~ ~D I ~ l~ {3 PS Forrrll, Fabnr^y 2044 Don'raaMc datum tModpt 102595-02-M-1540 ~, :. _,~;~ %r ~~ ~7w/ ~` t, ~ .. ~ ._ _: ~~ ~~ h . V s'=-; ~_5 `_ ,.'- ~zs COMPUTER AID, INC., Plaintiff v. SERCO, INC., PATRICK A. NEWCOMER, JIM BRAUN, INC., and JIM BRAUN, Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW NO. 07 - 4553 Civil Term AFFIDAVIT OF SERVICE OF WRIT OF SUMMONS COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN SS: Charmaine Y. O'Hara, being duly sworn according to law, deposes and says: She is employed as a Paralegal with the law firm of McNees Wallace & Nurick LLC, attorneys for Plaintiff in the above-captioned action. Pursuant to Pa.R.Civ.P. No. 402(a), she served a Writ of Summons in the above- captioned action upon Defendant JIM BRAUN, at 6012 S. McVicker Avenue, Chicago, IL 60638, by certified mail, return receipt requested, with a date of delivery of August 9, 2007. Said return receipt is attached hereto. Swom to and subscribed before me this 17 rh day of August, 2007 ~lowlrrrt ~t ONIi110 A OIN~CI~/R Nok~y /~+~'~ ply Gi i1O.OiM111~1 GOINrIy M~- ConnMMlon lipY~ Mor ~0, 2010 ~ !A A~Mq A i11rIM0 ~!, Y1YIt1t» ~M11~O ,~IMM~IIN i0 V~ p~Qt C;t, to1~R ~tMGK9 twitw~retsef3 rfrt ,.,~. y ~ ^ Complete items 1, 2, and 3. Also complete item 4 N Restricted Delivery is desired. ^ Print your name and address on the reverse so that we can return the cans to you. ^ Attach this card to the back of the mailpiece, or on the front if space permits. 1. Article Addressed to: J ~ "1 ~~h- ~oi 2 S ~~Yil`c,~~-r- Vie.. (,~ G1•-4co , TL (~ o l~ 3 8~ a s-s~ X ^ /fir ^ Addressee s. peeved by ~ Printed rvame~ ~ c. D. Is delivery address different tram item 17 u Ye: ff YES, enter delivery address below: ^ No 3. Service Type ~~ertified Mail ^ Express Mail ^ Registered ^ Retum ReCelpt for Merchandise ^ Insured Mail ^ C.O.D. 4. Restricted Delivery? (Extra Feel ^ Yes 2. Article Number (liansr`er tram servlc~ ~ X00 ~ lY7 S"b ~a Z ~ ~ ~ ~ ~ c3q PS Form 3811, Feb~usry 2004 DorneMic iAsWm Rraceipt ~ozess-oz-M-isao ; C7 ~> _.., --; ,: ..~, - ` ~- ~ =< ~ _, . , < ~ _;: - ° r`a ~ , ` ~ =: . _ -ra '-' .w . ~ w '~ CASE N0: 2007-04553 P SHERIFF'S RETURN - REGULAR COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND COMPUTER AID INC VS SERCO INC ET AL RICHARD SMITH Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within WRIT OF SUMMONS NEWCOMER PATRICK A was served upon DEFENDANT the at 1022:00 HOURS, on the 10th day of August 2007 at 3922 SILVER BROOK DRIVE MECHANICSBURG, PA 17050 PATRICK NEWCOMER by handing to a true and attested copy of WRIT OF SUMMONS together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing Service Affidavit Surcharge ~(~~~~~ 6.00 12.48 .00 10.00 .00 27 g,4g Sworn and Subscibed to before me this of day So Answers: R. Thomas Kline 08/23/2007 MCNEES WALLACE ICK By: , Deputy Sheriff A.D. r SHERIFF'S RETURN - OUT OF COUNTY CASE N0: 2007-04553 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND COMPUTER AID INC SERCO INC ET AL VS R. Thomas Kline Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named DEFENDANT SERCO INC to wit: but was unable to locate Them deputized the sheriff of DAUPHIN in his bailiwick. He therefore serve the within WRIT OF SUMMONS County, Pennsylvania, to On August 23rd 2007 this office was in receipt of the attached return from DAUPHIN Sheriff ' s Costs : So answers : _,__..--~ ~_ Docketing 18.00 Out of County 9.00 --'~~ Surcharge 10.00 R. Thomas Kline Dep Dauphin County 29.25 Sheriff of Cumberland County Postage 1.16 08/23/2007 MCNEES WALLACE NURICK Sworn and subscribe to before me this day of A.D. In The Court of Common Pleas of Cumberland County, Pennsylvariia~ Com~utAx' Aid Inc VS. Ssrco Inc of al SERVE: SER00 Inc Np. 07-4553 civil Now, August' 7,~ 2007 ~ , I, SHERIFF OF CUMBERLAND COUNTY, PA, do hereby deputize the Sheriff of ~~~ County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. ~I ~,,~ Sheriff of Cumberland County, PA Affidavit of .Service Naw, - , 20 , at o'clock M. served the within upon at by handing to a and made known to Sworn and subscribed before me this day of , 20 copy of the original the contents thereof. So answers, Sheriff of County, PA COSTS SERVICE ~ $ MILEAGE AFFIDAVIT (~£fu~e ~# ~~ o~~errff Mary Jane Snyder Real Estate Deputy William T. Tully Solicitor Dauphin County Harrisburg, Pennsylvania 17101 ph: (717)780-6590 fax: (717)255-2889 Jack Lotwick Sheriff Commonwealth of Pennsylvania County of Dauphin Sheriff's Return No. 1150-T - - -2007 OTHER COUNTY N0. 07 4553 CIVIL AND NQW:August 17, 2007 WRIT OF SUMMONS • COMPUTER AID INC vs • SERCO INC Charles E. Sheaffer Chief Deputy Michael W. Rinehart Assistant Chief Deputy at 10:52AM served the within upon SERCO IAIC by personally handing C/0 CORPORATION SERVICE COMPANY to JEN SMITH CSR 1 true attested copy(ies) of the original WRIT OF SUMMONS and making known to him/her the contents thereof at 2704 COMMERCE DRIVE SUITE B HARRISBURG, PA 17110-0000 Sworn and subscribed to before me this 20TH day of AUGUST, 2007 ~~~/ NOTARIAL SEAL MARY JANE SNYDER, Notary Public Highspire, Dauphin County My Commission Expires Sept. 1, 2010 So Answers, Sheriff o Dauphin County, Pa. By Deputy Sheriff Sheriff's Costs: $29.25 PAID BY COUNTY GM McNees Wallace &Nurick LLC Harvey Freedenberg Attorney I.D. No. 23152 Susan V. Metcalfe I.D. No. 85703 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 717-232-8000 (phone) 717-237-5300 (fax) hfreedent~mwn.com (e-mail) Attorneys for Plaintiff Computer Aid, Inc. COMPUTER AID, INC., : IN THE COURT OF COMMON PLEAS :CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff NO.07-4553 v. CIVIL ACTION -LAW PATRICK A. NEWCOMER, NICHOLAS J. BERESCHAK, JIM BRAUN, INC., and JIM BRAUN, Defendants PLAINTIFF'S MOTION FOR PRELIMINARY INJUNCTION Plaintiff Computer Aid, Inc. ("CAI"), by and through its attorneys McNees Wallace & Nurick LLC, hereby moves for the issuance of a preliminary injunction, pending trial on the merits, pursuant to the provisions of Pa. R. Civ. P. 1531. In support of its Motion, CAI avers as follows: 1. On September 5, 2007, CA{ filed a Complaint in this Court. 2. As avened in the Complaint, CAI is in the business of providing information technology ("IT") services to businesses, educational institutions, and government entities throughout the United States and abroad. 3. For the past seven years, CAI has provided IT services to the United States Department of the Navy ("Navy") for the design, testing, and implementation of an Enterprise Resource Planning ("ERP") software program ("the Project"). 4. The Defendants are all former employees or independent contractors to CAI who, through their work on the Project, became indispensable to it. 5. All of the Defendants executed contracts containing non-compete covenants when they began working for CAI. 6. As averred in the Complaint, Defendants have, in violation of their non- compete covenants with CAI, become engaged by a direct competitor of CAI to work on the Project. 7. Plaintiff has a clear right to relief on the merits of its claims. 8. For the reasons stated in the Complaint, unless Defendants are enjoined from further breach of their agreements, CAI will be irreparably harmed by: (a) Loss of customers to a direct competitor of Plaintiff; (b) Loss of confidence and trust of customers, loss of goodwill and loss of business reputation; and, (c) Present economic foss, which is uncertain at this time, and future economic loss, which is presently incalculable. 9. Defendants' misconduct is highly likely to result in immediate, substantial, yet incalculable, harm and {oss to CAI. 10. CAI has no adequate remedy at law. 2 11. Preliminary injunctive relief would restore the status quo as it existed prior to Defendants' wrongful conduct and maintain such status quo pending trial on the merits. 12. A greater injury will result from denial of the injunction than from its being granted. 13. The requested preliminary injunctive relief is reasonably suited to abate Defendants' improper conduct. 14. The requested preliminary injunctive relief will not adversely affect the public interest. WHEREFORE, CAI respectfully requests that this Court order and decree that a preliminary injunction issue to enjoin and restrain Defendants, pending trial on the merits, from directly or indirectly providing information technology services to the United States Department of the Navy except as employees of or subcontractors to CAI. McNEES WALLACE & NURICK LLC By ~. ~ _ Harvey Freedenbe I.D. No. 23152 hfreedenfc~mwn.com Susan V. Metcalfe I.D. No. 85703 smetcalf@mwn.com 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Tel: (717) 232-8000 Fax: (717) 237-5300 Attorneys for Plaintiff Dated: September .~ , 2007 3 CERTIFICATE OF SERVICE The undersigned hereby certifies that a true and correct copy of the foregoing document was served upon the following persons by first-class mail, postage prepaid. Patrick A. Newcomer 3922 Silver Brook Drive Mechanicsburg, PA 17050 Jim Braun, Inc. 6012 S. McVicker Avenue Chicago, IL 60638 Jim Braun 8845 Burlington Avenue Apt. B Brookfield, IL 60513-2160 McNEES WALLACE & NURICK LLC By , 1/~!/ Harvey Freedenbe ,Esquire Attorney I.D. No. 23152 Susan V. Metcalfe, Esquire Attorney I.D. No. 85703 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 232-8000 Attorneys for Plaintiff Dated: September ~ , 2007 C'~ C7 r; -n ~r r-; cn ~ -~ 1" i 4 4 , S ~ y :y~ ~ " ~:~i"tl r -~ •: McNees Wallace & Nurick LLC Harvey Freedenberg Attorney l.D. No. 23152 Susan V. Metcalfe I.D. No. 85703 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 717-232-8000 (phone) 717-237-5300 (fax) hfreeden mwn.com (e-mail) Attorneys for Plaintiff Computer Aid. Inc. COMPUTER AID, INC., : IN THE COURT OF COMMON PLEAS :CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff NO. 07-4553 v. PATRICK A. NEWCOMER, NICHOLAS J. BERESCHAK, JIM BRAUN, INC., and JIM BRAUN, Defendants CIVIL ACTION -LAW NOTICE TO DEFEND 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 appearance 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, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. a 4 CUMBERLAND COUNTY BAR ASSOCIATION 32 S. Bedford Street Carlisle, PA 17013 (717) 249-3166 (800) 990-9108 AVISO USTED HA SIDO DEMANDADO/A EN CORTE. Si usted desea defenderse de las demandas que se presentan mks adelante en las siguientes p~ginas, debe tomar accibn dentro de los prbximos veinte (20) dias despues de la notificacibn de esta Demands y Aviso radicando personalmente o por medio de un abogado una comparecencia escrita y radicando en la Corte por escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falls de tomar accibn como se describe anteriormente, el caso puede proceder sin usted y un fallo por cualquier sums de dinero reclamada en la demands o cualquier otra reclamacibn o remedio solicitado por el demandante puede ser dictado en contra suya por la Corte sin mks aviso adicional. Usted puede perder dinero o propiedad u otros derechos importantes pars usted. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO INMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO, LLAME O VAYA A LA SIGUIENTE OFICINA. ESTA OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR UN ABOGADO. SI USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSIBLE QUE ESTA OFICINA LE PUEDA PROVEER INFORMACION SOBRE AGENCIAS QUE OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUE CUALIFICAN. 2 CUMBERLAND COUNTY BAR ASSOCIATION 32 S. Bedford Street Carlisle, PA 17013 (717) 249-3166 (800) 990-9108 McNEES WALLACE & NURICK LLC By ~ , Harvey Freede rg I . D. No. 23152 hfreedenCdJmwn.com Susan V. Metcalfe I.D. No. 85703 smetcalf gnmwn.com 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Tel: (717) 232-8000 Fax: (717) 237-5300 Attorneys for Plaintiff Dated: September ~, 2007 3 McNees Wallace &Nurick LLC Harvey Freedenberg Attorney I.D. No. 23152 Susan V. Metcalfe 1.D. No. 85703 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 717-232-8000 (phone) 717-237-5300 (fax) hfreeden(c'~mwn.com (e-mail) Attorneys for Plaintiff Computer Aid. Inc. COMPUTER AID, INC., : IN THE COURT OF COMMON PLEAS :CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff NO. 07-4553 v. PATRICK A. NEWCOMER, NICHOLAS J. BERESCHAK, JIM BRAUN, INC., and JIM BRAUN, Defendants C1VIL ACTION -LAW COMPLAINT Computer Aid, Inc., by and through its attorneys McNees Wallace &Nurick LLC, for its Complaint against Defendants Patrick A. Newcomer, Nicholas J. Bereschak, Jim Braun, Inc., and Jim Braun, avers as follows: The Parties 1. Computer Aid, Inc. ("CAI") is a Pennsylvania corporation with headquarters in Allentown, Pennsylvania. CA1 also maintains offices at 470 Friendship Road, Harrisburg, Pennsylvania 17111, and 7406 Alban Station Court, Springfield, Virginia 22150. 2. Defendant Patrick A. Newcomer ("Newcomer") is an adult individual residing at 3922 Silver Brook Drive, Mechanicsburg, Pennsylvania 17050. ~. 3. Defendant Nicholas J. Bereschak ("Bereschak") is an adult individual residing at 226 William Drive, Hershey, Pennsylvania 17033. 4. Defendant Jim Braun, Inc. is an Illinois corporation with offices at 6012 S. McVicker Avenue, Chicago, Illinois 6063$. 5. Defendant Jim Braun ("Braun") is an adult individual residing at 8845 Burlington Avenue, Apt. B, Brookfield, Illinois 60513-2160. Jurisdiction and Venue 6. This Court has jurisdiction over Defendants Newcomer and Bereschak because they reside in Pennsylvania. 7. This Court has jurisdiction over Defendants Jim Braun, Inc. and Braun because CAI's claims against them arise out of work they performed for CAI in Pennsylvania, and because they contractually consented to such personal jurisdiction. 8. Venue is proper in this Court with respect to ali Defendants because CAI's claims against them arise out of work they performed for CAi in Cumberland County, among other locations. CAI's Work for the U.S. Deaartment of the Naw 9. CAI is in the business of providing information technology ("IT") services to businesses, educational institutions, and government entities throughout the United States and abroad. 10. For the past seven years, CAI has provided IT services to the United States Department of the Navy ("Navy"} for the design, testing, and implementation of an Enterprise Resource Planning ("ERP") software program ("the Project"). 2 w 11. ERP is a business management system designed to integrate all facets of operations, such as planning, manufacturing, sales, and marketing. ERP software applications help business managers implement ERP in activities such as inventory control, order tracking, customer service, finance and human resources. 12. CAI engaged the following team of employees and independent contractors to work on the Project: Patrick Newcomer, Nicholas Bereschak, Jim Braun, Inc., Donald Painter and Sesha Nagalfa ("CAI Team"). 13. Work on the Project took place chiefly at Navy fadilities in Mechanicsburg, Pennsylvania and Annapolis, Maryland. 14. By virtue of their involvement with the Project through CAI, each member of the CAI Team gained specialized knowledge and training concerning the details and intricacies of the Project, and so became indispensable to it. 15. The Navy re-bid the contract for work on the Project annually over the past seven years, and over time the Project was described or characterized in slightly different ways as the work progressed through various phases. Nevertheless, the focus of the work-implementing and maintaining an ERP software program-remained constant throughout this process. 16. The prime contractor and subcontractors working pn the Project varied from year to year. However, CAI was continuously engaged to i~vork on the Project as ;, the bottom-tier subcontractor, because the CAI Team members'~were essential to the Project's ongoing success. 17. Most recently, CAI performed work on the Project ~s a subcontractor to Electronic Data Systems Corporation ("EDS"), which in turn subcontracted to iBM. 3 ~- The Defection of the CAI Team to Sercq,_ Inc. 18. In Spring 2007, the Navy once again re-bid the contract for work on the Project, describing the latest phase of the Project as the "ERP' Release 1.1." As a result, CAl's contract with EDS ended June 30, 2007. 19. Serco, Inc. ("Serco") ultimately won the prime contract to provide services on the Project going forward. 20. Serco is a New Jersey corporation with headquarters located at 2650 Park Tower Drive, Suite 800, Vienna, Virginia 22180. Serco maintains an office at 5450 Carlisle Pike, Mechanicsburg, Pennsylvania 17055. 21. After winning the prime Navy contract, Serco engaged in contract negotiations with Dickinson & Associates, Inc. ("Dickinson"), which in turn negotiated with CAI to retain the CAI Team on the Project. 22. In or about mid-June 2007, negotiations among Serco, Dickinson, and CAI abruptly ended. Shortly thereafter, all of the CAI Team resigned from CAi in order to work directly for Serco on the Project. 23. Defendants Newcomer, Bereschak, Jim Braun, Inc., and Braun all executed contracts containing non-compete covenants when they began working for CAI. 24. By working for Serco on the Project, Defendants have violated their respective agreements with CAI and engaged in unfair competition. 25. At all times material hereto, CAI was willing and able to continue employing Newcomer and Bereschak. 4 • 26. At all times material hereto, CAI was willing and able to continue engaging Jim Braun, Inc. (and through it, Braun), as a subcontractor. 27. {f Defendants had honored their respective agreements with CAI, CAI would have won a subcontract to continue working on the Project, because Defendants' direct, long-term experience on the Project has made them indispensable to it. 28. As a result of Defendants' failure to honor their agreements with CAI, CAI failed to win a new contract to continue working on the Project. 29. CAI remains willing and able to engage Defendants to work on the Project, should CAI's request for preliminary and injunctive relief be gra'~nted and Defendants be precluded from working on the Project through any entity other than CAI. 30. As a result of Defendants' conduct, Servo has suffered and will continue to suffer irreparable harm. COUNTI CAI v. NEWCOMER-BREACH OF CONTRACT 31. Paragraphs 1-30, above, are incorporated herein by reference. 32. On or about March 20, 1998, Newcomer executed a CAI Associate Agreement ("Newcomer Agreement") and began working for CAI. A true and correct copy of the Newcomer Agreement is attached hereto as Exhibit.. A. 33. The Newcomer Agreement contains cone-year restrictive covenant that provides as follows: Restrictive Covenant. The Associate covenants and agrees that the Associate shall not: (i) During the period of employment and for one year following termination of .the Associate's employment, solicit or sell for his own account or for others, data processing professional services that are competitive 5 with the services of the Company within a 50 mile radius of the Company's corporate headquarters or any branch location; (ii) During the period of employment and one year following termination of the Associate's employment, work, render or perform data processing professional services, for his own account or for others, or have any business dealings, either directly or indirectly or through corporate entities or associates; a) with any customer of the Company to whom the Associate was previously or is presently assigned; or b) with any company whose services are competitive with the services of the Company within a 50 mile radius of the Company's branch location to which the Associate was assigned at the time of his or her termination. 34. In his agreement, Newcomer acknowledged that, upon his breach of the restrictive covenant, CAI is entitled to injunctive relief and the recovery of costs and attorney's fees: tn'unctive Relief. The Associate acknowledges that disclosure of any confidential information or breach of any of the noncompetitive covenants or agreements contained herein will give rise to irreparable injury to the Company, inadequately compensable in damages. Accordingly, the Company or, where appropriate, a client of the Company may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available together with costs and reasonable attorney's fees. The Associate further acknowledges and agrees that in the event of his termination with the Company, the Associate's experience and capabilities are such that the Associate can obtain employment in business activities which are of a different or noncompeting nature with his activities as an employee of the Company; and that the enforcement of a remedy hereunder by way of injunction shah not prevent the Associate from earning a reasonable livelihood. The 6 Associate further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Company's legitimate business interests and are reasonable in scope and content. (Newcomer Agreement, ¶ 6). 35. By email sent June 15, 2007, Newcomer resigned from CAI. A true and correct copy of Newcomer's email is attached hereto as Exhibit B. 36. Newcomer is now working for Serco on the Project. 37. By providing services to the Navy through Serco, Newcomer is violating Paragraph 3(ii)(a) of his agreement, because he is working with a customer to whom he was assigned while at CAI. 38. Upon information and belief, Newcomer is working on the Project in Mechanicsburg, Pennsylvania and Annapolis, Maryland. 39. Serco's Mechanicsburg office and the Mechanicsburg Navy facility are both less than 50 miles away from CAI's Harrisburg office. 40. The Navy facility in Annapolis, Maryland and Serco's Vienna, Virginia office are both less than 50 miles from CAI's Springfield, Virginia office. 41. Newcomer is violating Paragraph 3(i) of his agreement by providing data processing professional services in competition with CAI within a 50-mile radius of CAI's offices in Harrisburg, Pennsylvania and Springfield, Virginia. 42. Newcomer's actions are in direct violation of the terms of his agreement with CAI. 43. Newcomer's breach of his agreement has been knowing, willful and voluntary. 7 44. As a result of Newcomer's actions, CAi reasonably anticipates the loss of customer good wi{I and other irreparable harm for which it has no adequate remedy at law. WHEREFORE, Plaintiff requests that judgment be entered in its favor and against Defendant Patrick A. Newcomer and that an injunction be issued, preliminarily until trial and permanently thereafter, barring Defendant from directly or indirectly working on the Project except as employees of or subcontractors to CAI. Plaintiff further requests that Defendant be ordered to pay compensatory damages, costs, and attorneys' fees to Plaintiff, together with such other relief as this Court deems just and appropriate. COUNT II CAI v. NEWCOMER-UNFAIR COMPETITION 45. Paragraphs 1-30, above, are incorporated herein by reference. 46. During his tenure on the Project, Newcomer gained specialized knowledge and training while in CAI's employ that enabled him to become entrenched with the end customer, the Navy. 47. Through his employment with CAI, Newcomer knew that CAi was engaged in confidential negotiations with Dickinson and ultimately Serco to continue working on the Project. 48. Without CAI's knowledge, Newcomer leveraged his indispensability on the Project to eliminate CAI's involvement and strike his own deal with Serco directly, to Serco's advantage and his own. 49. Upon information and belief, Newcomer was able to command greater compensation by eliminating two tiers of subcontractors and working for Serco directly. 8 50. Newcomer's actions constitute unfair methods of competition. 51. As a result of Newcomer's actions, CAI reasonably anticipates the loss of customer good will and other irreparable harm for which it has no adequate remedy at law. WHEREFORE, Plaintiff requests that judgment be entered in its favor and against Defendant Patrick A. Newcomer and that an injunction be issued, preliminarily until trial and permanently thereafter, barring Defendant from directly or indirectly working on the Project except as employees of or subcontractors to CAI. Plaintiff further requests that Defendant be ordered to pay compensatory damages and costs to Plaintiff, together with such other relief as this Court deems just and appropriate. COUNT III CAI v. BERESCHAK-BREACH OF CONTRACT 52. Paragraphs 1-30, above, are incorporated herein by reference. 53. On or about March 23, 1998, Bereschak executed a CAI Associate Agreement ("Bereschak Agreement") and began working for CAI. A true and correct copy of the Bereschak Agreement is attached hereto as Exhibit C. 54. The Bereschak Agreement contains aone-year restrictive covenant that provides as follows: Restrictive Covenant. The Associate covenants and agrees that the Associate shall not: (i) During the period of employment and for one year following termination of the Associate's employment, solicit or sell for his own account or for others, data processing professional services that are competitive with the services of the Company within a 50 mile radius of the Company's corporate headquarters or any branch location; 9 (ii) During the period of employment and one year following termination of the Associate's employment, work, render or perform data processing professional services, for his own account or for others, or have any business dealings, either directly or indirectly or through corporate entities or associates; a) with any customer of the Company to whom the Associate was previously or is presently assigned; or b) with any company whose services are competitive with the services of the Company within a 50 mile radius of the Company's branch location to which the Associate was assigned at the time of his or her termination. 55. In his agreement, Bereschak acknowledged that, upon his breach of the restrictive covenant, CAI is entitled to injunctive relief and the recovery of costs and attorney's fees: Iniunctive Relief. The Associate acknowledges that disclosure of any confidential information or breach of any of the noncompetitive covenants or agreements contained herein will give rise to irreparable injury to the Company, inadequately compensable in damages. Accordingly, the Company or, where appropriate, a client of the Company may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available together with costs and reasonable attorney's fees. The Associate further acknowledges and agrees that in the event of his termination with the Company, the Associate's experience and capabilities are such that the Associate can obtain employment in business activities which are of a different or noncompeting nature with his activities as an employee of the Company; and that the enforcement of a remedy hereunder by way of injunction shall not prevent the Associate from earning a reasonable livelihood. The Associate further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Company's legitimate business interests and are reasonable in scope and content. 10 56. By email sent July 27, 2007, Bereschak resigned from CAI. A true and correct copy of Bereschak's email is attached hereto as Exhibit D. 57. Bereschak is now working for Serco on the Project. 58. By providing services to the Navy through Serco, Bereschak is violating Paragraph 3(ii)(a) of his agreement, because he is working with a customer to whom he was assigned while at CAI. 59. Upon information and belief, Bereschak is working on the Project in Mechanicsburg, Pennsylvania and Annapolis, Maryland. 60. Serco's Mechanicsburg office and the Mechanicsburg Navy facility are both less than 50 miles away from CAI's Harrisburg office. 61. The Navy facility in Annapolis, Maryland and Serco's Vienna, Virginia office are both less than 50 miles away from CAI's Springfield, Virginia office. 62. Bereschak is violating Paragraph 3(i) of his agreement by providing data processing professional services in competition with CAI within a 50-mile radius of CAI's offices in Harrisburg, Pennsylvania and Springfield, Virginia. 63. Bereschak's actions are in direct violation of the terms of his agreement with CAI. 64. Bereschak's breach of his agreement has been knowing, willful and voluntary. 65. As a result of Bereschak's actions, CAI reasonably anticipates the loss of customer good will and other irreparable harm for which it has no adequate remedy at law. 11 WHEREFORE, Plaintiff requests that judgment be entered in its favor and against Defendant Nicholas J. Bereschak and that an injunction be issued, preliminarily until trial and permanently thereafter, barring Defendant from directly or indirectly working on the Project except as employees of or subcontractors to CAI. Plaintiff further requests that Defendant be ordered to pay compensatory damages, costs, and attorneys' fees to Plaintiff, together with such other relief as this Court deems just and appropriate. COUNT IV CAI v. BERESCHAK-UNFAIR COMPETITION 66. Paragraphs 1-30, above, are incorporated herein by reference. 67. During his tenure on the Project, Bereschak gained specialized knowledge and training while in CAI's employ that enabled him to become entrenched with the end customer, the Navy. 68. Through his employment with CAI, Bereschak knew that CAI was engaged in confidential negotiations with Dickinson and ultimately Serco to continue working on the Project. 69. Without CAI's knowledge, Bereschak leveraged his indispensability on the Project to eliminate CAI's involvement and strike his own deal with Serco directly, to Serco's advantage and his own. 70. Upon information and belief, Bereschak was able to command greater compensation by eliminating two tiers of subcontractors and working for Serco directly. 71. Bereschak's actions constitute unfair methods of competition. 72. As a result of Bereschak's actions, CA{ reasonably anticipates the loss of customer good will and irreparable harm for which it has no adequate remedy at law. 12 WHEREFORE, Plaintiff requests that judgment be entered in its favor and against Defendant Nicholas J. Bereschak and that an injunction be issued, preliminarily until trial and permanently thereafter, barring Defendant from directly or indirectly working on the Project except as employees of or subcontractors to CAI. Plaintiff further requests that Defendant be ordered to pay compensatory damages and costs to Plaintiff, together with such other relief as this Court deems just and appropriate. COUNT V CAI v. JIM BRAUN, INC.--BREACH OF CONTRACT 73. Paragraphs 1-30, above, are incorporated herein by reference. 74. On or about September 14, 2005, Jim Braun, Inc., entered into a Subcontractor Agreement with CAI ("Braun Agreement"). A true and correct copy of the Braun Agreement is attached hereto as Exhibit E. 75. The contract contains the following non-solicitation clause: Nonsoficitation of Contractor's Customers. The Subcontractor agrees that it will not directly or indirectly solicit, divert or take away any of the customers (as defined in the Statement of Work), business or patronage of said customers, or perform work directly for the customers, who were served on behalf of [CAI) during the term of this Agreement and any renewals thereof. Subcontractor further agrees that it will not use any information regarding customers of Contractor which it may procure during the course of this Agreement. The prohibitions contained herein shall continue for a period of one year from the date of the termination of this Agreement. 76. The Statement of Work attached to the Braun Agreement identifies the "customer" as the "EDS Merge Project," which was the title the parties used to describe the Project. (ld. at 8.) 13 77. The Braun Agreement further states that "irreparable harm should be presumed if Subcontractor breaches any covenant of this Agreement for any reason." 78. By email sent July 2, 2007, Jim Braun, Inc. notified CAI that it would no longer provide services to CAI on the Project. A true and correct copy of the July 2, 2007 email is attached hereto as Exhibit F. 79. Jim Braun, Inc. is now working directly for Serco on the Project. 80. By providing services to the Navy through Serco, Jim Braun, Inc. has violated its agreement with CAI by indirectly, if not directly, taking away customers "served on behalf of CAI" during the term of the agreement. 81. Jim Braun, Inc.'s actions are in direct violation of the terms of his agreement with CAI. 82. Jim Braun, Inc.'s breach of its agreement has been knowing, willful and voluntary. 83. As a result of Jim Braun, Inc.'s actions, CAI reasonably anticipates the loss of customer good will and other irreparable harm for which it has no adequate remedy at law. WHEREFORE, Plaintiff requests that judgment be entered in its favor and against Defendant Jim Braun, Inc. and that an injunction be issued, preliminarily until trial and permanently thereafter, barring Defendant from directly or indirectly working on the Project except as employees of or subcontractors to CAI. Plaintiff further requests that Defendant be ordered to pay compensatory damages and costs, together with such other relief as this Court deems just and appropriate. 14 couNT vl CAI v. BRAUN--BREACH OF CONTRACT 84. Paragraphs 1-30, above, are incorporated herein by reference. 85. Braun is the President, and, upon information and belief, the sole employee of Jim Braun, Inc. 86. On or about September 14, 2005, Braun executed the Braun Agreement as the President and legal representative of Jim Braun, Inc. (Ex. E at 7). 87. The contract provides: Miscellaneous. All of the terms and provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. 88. The nonsolicitation clause at paragraph 11 of the Braun Agreement is binding upon Braun as the legal representative of Jim Braun, Inc. 89. As the sole employee of Jim Braun, Inc., and as the individual who would be providing services to CAI through Jim Braun, Inc., Braun also executed an agreement titled "Subcontractor Protection of Proprietary Materials" ("SPPM"). A true and correct copy of the SPPM is attached hereto as Exhibit G. 90. The SPPM contains the following non-solicitation clause: Nonsolicitation of Contractor's Customers. The Subcontractor Consultant agrees that it will not directly or indirectly solicit, divert or take away any of the customers (as defined in the Statement of Work), business or patronage of said customers, who were served on behalf of [CA1] during the term of this Agreement and any renewals thereof. Subcontractor Consultant further agrees that it will not use any information regarding customers of Contractor, which it may procure during the course of this Agreement. The 15 prohibitions contained herein shall continue for a period of one year from the date of the termination of this Agreement. (Ex.G). 91. Braun resigned from working on the Project through CAI on or about July 2, 2007. (See Exhibit F.) 92. Braun is now working for Serco on the Project, through Jim Braun, Inc. 93. By providing services to the Navy through Serco, Braun has violated both the Braun Agreement and the SPPM by directly or indirectly taking away customers "served on behalf of CAI" during the term of the agreement. 94. Braun's actions are in direct violation of the terms of his agreements with CAI . 95. Braun's breaches of his agreements with CAI have been knowing, willful and voluntary. 96. As a result of Braun's actions, CAI reasonably anticipates the loss of customer good will and other irreparable harm for which it has no adequate remedy at law. WHEREFORE, Plaintiff requests that judgment be entered in its favor and against Defendant Jim Braun and that an injunction be issued, preliminarily until trial and permanently thereafter, barring Defendant from directly or indirectly working on the Project except as employees of or subcontractors to CAI. Plaintiff further requests that Defendant be ordered to pay compensatory damages and costs, together with such other relief as this Court deems just and appropriate. 16 COUNT VII CAI v. JIM BRAUN. INC. AND BRAUN-UNFAIR COMPETITION 97. Paragraphs 1-30, above, are incorporated herein by reference. 98. During their tenure on the Project, Jim Braun, Inc. and Braun gained specialized knowledge and training while in CAi's employ that enabled them to become entrenched with the end customer, the Navy. 99. Through their work with CAI, Jim Braun, Inc. and Braun knew that CAI was engaged in confidential negotiations with Dickinson and ultimately Serco to continue working on the Project. 100. Without CAI's knowledge, Jim Braun, Inc. and Braun leveraged their indispensability on the Project to eliminate CAI's involvement and strike their own deal with Serco directly, to Serco's advantage and their own. 101. Upon information and belief, Jim Braun, Inc. and Jim Braun were able to command greater compensation by eliminating two tiers of subcontractors and subcontracting to Serco directly. 102. Jim Braun, Inc. and Braun's actions constitute unfair methods of competition. 103. As a result of Jim Braun, inc. and Braun's actions, CAI reasonably anticipates the loss of customer good will and other irreparable harm for which it has no adequate remedy at law. WHEREFORE, Plaintiff requests that judgment be entered in its favor and against Defendants Jim Braun, Inc. and Jim Braun and that an injunction be issued, preliminarily until trial and permanently thereafter, barring Defendants from directly or 17 indirectly providing services on the Project except as employees of or subcontractors to CAI. Plaintiff further requests that Defendants be ordered to pay compensatory damages and costs, together with such other relief as this Court deems just and appropriate. McNEES WALLACE & NURICK LLC By Harvey Free nberg I . D. No. 23152 hfreeden(u~mwn.com Susan V. Metcalfe I.D. No. 85703 smetcalf~mwn.com 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Tel: (717) 232-8000 Fax: (717) 237-5300 Attorneys for Plaintiff Dated: September ,S , 2007 18 COMP~J'TER AID, INC. ASSOCIATE AGREEMENT THIS AGREEMENT made this 23rd day of March, 1998. between Patrick A. Newcomer. (the "Associate") and COMPUTER AID, INC., a Pennsylvania corporation, having its principal place of business at 1209 Hausman Road, Allentown, Pennsylvania 18104 (the "Company"}. In consideration of the Company's offer of employment to the Associate, the terms __. and.. conditions. set _ forth herein_ shall be in full force and. effect during the AsaQCiate's .status as an. associate of the Company; and as to those terms and conditions which provide for certain obligations to continue beyond termination of employment, they shall survive the termination of Associate's employment to the extent specified. 1. Confidential Information. The Associate agrees with the Company that the work for which Associate is employed is and will be of a confidential nature, and in connection with the performance of his services on behalf of the Company, the Company may make available to him information of a confidential nature as to the Company's and customers' methods, trade secrets, programs, operations, customers and employees. The Associate warrants and agrees that he will receive in strict confidence all such confidential information belonging to the Company or to the customers of the Company. The Associate further agrees to maintain and to assist the Company in maintaining the secrecy of such information, and to take the same precautions as the associate would with his own proprietary information to prevent it from coming into unauthorized hands. The Associate further covenants and agrees that: (i) Associate will neither copy nor distribute any material, or other information which comes into his possession as a result of his employment by the Company, other than for approved Company use; (ii) Associate will not during the period of employment by the Company nor at any time thereafter, directly or indirectly, disclose to others and/or use for his own benefit or for the benefit of others, confidential information including, but not limited to, trade secrets, customer lists, customer representatives, associate and prospective associate information, (including salary information) proprietary software products, pricing information, profit and loss statements, financial statements, financial ratio analyses and any other financial information pertaining to the business of the Company or to any of its clients, consultants, licensees or affiliates, acquired by him during the period of his employment, without the prior written permission of the Company; (a) As used herein, "trade secret" shall mean a whole or any portion or phase of any scientific or technical information, design, process, procedure, formula or improvement relating to the development, design, construction, and operation of the Company's processes in the Application Maintenance Support and/or -1- Construction Management Development areas, that is valuable and not generally known to the competitors of the Company. (iii). Associate will not disclose to the Company nor attempt to induce the Company to use any confidential information or material to which the Company is not entitled; (iv) Upon termination of .his employment by the Company, the Associate will return to the Company or to the Company's customer all materials and information, and any copies thereof and certify to the Company that Associate no longer has any rights to such materials or information, and the Associate covenants that the original and all copies __ _ of such materials and information have been returned to the Company or to the Company's customer, and the Associate will not develop competing data processing professional services or products to the services and products of the Company based upon the materials and information obtained while employed by, or as a result of being employed by, the Company. 2. Inventions or Improvements. Except as otherwise may be agreed by the Company in writing, in consideration of the employment of the Associate by the Company, and free of any additional obligations of the Company to make additional payment to the Associate, the Associate agrees to irrevocably assign to the Company any and all inventions, software or improvements, whether patentable or unpatentable, relating to the present and future business of the Company, developed during. the term of this Agreement with the aid of any resources of the Company or of any client of the Company or during working hours, either alone or jointly with others. The Associate agrees that all such inventions, software and improvements shall be and remain the sole and exclusive property of the Company. shall not: 3. Restrictive Covenant. The Associate covenants and agrees that the Associate (i) During the period of employment and for one year following termination of the Associate's employment, solicit or sell for his own account or for others, data processing professional services that are competitive with the services of the Company within a 50 mile radius of the Company's corporate headquarters or any branch location; (ii) During the period of employment and one year following termination of the Associate's employment, work, render or perform data processing professional services, for his own account or for others, or have any business dealings, either directly or indirectly or through corporate entities or associates; a) with any customer of the Company to whom the Associate was previously or is presently assigned; or b) with any company whose services are competitive with the services of the Company within a 50 mile radius of the Company's branch location to which the Associate was assigned at the time of his or her termination. -2- (iii) During the period of employment and for eighteen months following the termination of the Associate's ~~~iettt, either directly or indirectly, hire or attempt to recruit or hire, any employee of the Company in any capacity whatsoever, for his own account or on behalf of any person or corporation other than the Company, nor attempt to induce any employee of the Company to leave the employ of the Company to work for the Associate or any other, person, firm or corporation. 4. Termination. The Associate's employment by the Company may be terminated with cause by the Company at any time. 5. Access and Use. The Associate shall not have access to or make use of any computer hardware or any software programs of the Company or of any client of the Company except in the performance of his employment duties on behalf of the Company, without the prior written consent of an ofl7cer of the Company to such access or use. 6. Injunctive Relief. The Associate acknowledges that disclosure of any confidential information or breach of any of the noncompetitive covenants or agreements contained herein will give rise to irreparable injury to the Company, inadequately compensable in damages. Accordingly, the Company or, where appropriate, a client of the Company may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available together with costs and reasonable attorney's fees. The Associate further acknowledges and agrees that in the event of his termination with the Company, the. Associate's .experience and capabilities are such that the Associate can obtain employment in business activities which are of a different or noncompeting nature with his activities as an employee of the Company; and that the enforcement of a remedy hereunder by way of injunction shall not prevent the Associate from earning a reasonable livelihood. The Associate further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Company's legitimate business interests and are reasonable in scope and content. 7. Enforcement. The Associate acknowledges that a restrictive covenant was discussed at the time of preliminary employment negotiations with the Company and that the Associate acknowledged a willingness to enter into a contract containing such a restrictive covenant. The Company and the Associate agree and stipulate that the agreements and covenants not to compete contained in the preceding paragraphs are fair and reasonable in light of all of the facts and circumstances of the relationship between the Company and the Associate, however, the Company and the Associate are aware that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance of and not in derogation of the provisions of the preceding paragraphs, the Company and the Associate agree that in the event a court should decline to enforce the noncompete provisions contained herein, that that paragraph shall be deemed to be modified to restrict the Associate's competition with the Company to the maximum extent, in both time and geography, which the court shall find enforceable; however, in no event shall the provisions of the covenant not to compete be deemed to be more restrictive to the Associate than those contained herein. -3- 8. Entire Agreement and. Construction. This instrument contains the entire agreement of the parties and supersedes any' prior $greement among the parties with respect to the subject matter hereof..This Agreement shall be governed by and construed in accordance with the laws of the state in which the Company is incorporated. This Agreement may only be altered or amended by written agreement signed by both parties to this Agreement. The pronouns "Associate" and "his" as used herein shall not be construed as describing the sex of the individual Associate but are meant to apply to both male and female employees. The term "customer" and "client" as used herein shall refer to any commercial entity or government agency to which the Company has during any part of the two years prior to termination, sold data processing services or products or had a contract with or at termination had a contract with, and all operations, corporations and/or organisations owned, operated, related or affiliated with said customer. If and to the extent any provision of this Agreement is held invalid or unenforceable in any circumstances, such provision shall be enforced to the maximum lawful extent, and the remainder of this Agreement, and the application of such provision in any other circumstances, shall not be affected by such holding. Paragraphs 1 and 3 shall survive the Associate's termination from the Company if the Associate is dismissed for cause or voluntarily resigns. 9. Other Agreements. The Associate represents and warrants that he has not entered into any. other agreement or understanding which in any way will prevent full compliance by him with the terms of this Agreement. 10. Assignment. Neither the Associate nor the Company may assign this Agreement without the prior written consent of the other, except that the Company may assign this Agreement and any and all rights under this Agreement to any party acquiring the Company or any subsidiary of the Company to which the Associate is assigned, or to any corporation controlling the Company, controlled by the Company, or under common control with the Company. In the case of such assignment, the Company shall give written notice to the Associate of such assignment. IN WITNESS WI~REOF, the parties have caused this Agreement to be executed as of the date first above written. ATTEST: COMP RAID, INC. WITNESS: Patrick A. Newcomer 21fl South 17s` St. Camp Hill, PA 17011 SSN: 211-58-6117 Associate -4- -EXHIBIT "A' Contemporaneous with the execution of the attached Associate's Agt+eerr-eat, the Company shall pay $ 1y788.00 semi-monthly to the Associate. The Associate agrees to remain in the employ of the Company far a period of three years from the date of this ageement. In return, the Company will maintain employment for the Associate subject to Pazagraph 4 for the same three year period and make in excess of a $15,000 investment in training for Associate m the SAP product line. If during the term of the Agreement, the Associate is terminated by Company for cause, or Associate willfully leaves the employ of Company before March 23, 2001, Associate shall be obligated to pay the Company $15,000.00 immediately upon resignation for expenses incurred to train Associate in the SAP product line. Upon successful completion of SAP certification in ABAP/4, Company will increase base salary to $2.003.00 semi-monthly. One year following certification, Company will increase base salary a minimum often percent atmually for the next two years. This agreement is strictly confidential. Any disclosure of terms or conditions by the Associate will be considered breach of contract. BENEFITS SUMMARY Benefits All benefits excluding the 401(k) Profit Sharing Plan must be "accepted" or "declined" by the associate. (Please circle either Accept or Decline) Medical Accept Decline Life Insurance Accept Decline Long Term Disability Accept Decline Paid Vacation Paid Holidays Accept Accept Decline c Computer Aid Date Decline - 3_zo.y~, Associate Date -5- ~xb~b;+ 13 Pat Newcomer/CAICORP 06/15/2007 06:20 PM Tom/Jim, To Tom Weaver/CAICORP@CAICORP, Jim Walsh/CAICORP~a CAICORP, Bart Carpenter/CAICORP@CAICORP cc Subject Resignation I would like to inform you that I am resigning from Computer Aid on 6/29/2007. I would like to thank you for my professional development over the past 12 years. I have enjoyed working at CAI and wish the company all the best. If 1 can help during the transition, then please let me know. Thank you Patrick Newcomer 717-991-8263 AS~~T~ AGI~'SI~'F~T~' THIS A~R~$Nllr"NT made this. 23rd 4f~'i. 1998.. between Nir~u~l~tn. 3. Sere~atc. (the „Associate"} and C01~flUTER ~41p, INS , e ~eru~yl~an~a corporatuxn, i~v~g its p~rimcipat place afbusiness at 12U9I~ausman Road, Allentc~vvn, Pennsylvania 18.1:04 (the "Company"}. In consideration of the Company's oflhr of employment to the Assote, the terms and conditions. xt forth herein shall be in full force and effiect during the A~c~rtds status as an associate of the Company;. and as to those terms aixd conditions which pmvde for certaiaa obligations to cominue beyond termination of employment, they shall surt+iwe the termination of Associate`s employment to the extent specified. 1. Confidential Iaf»rmation. The Associate .agree with the Company that the work for which A~oc~ate 'rs employed is and will be of a co~d~tial r+e, and in connection with the performance of his services on behalf ofthe Company, the Company niay make available to him information of a confidential natiue as to the Companry's and customers' methods, trade secrets, programs, operations, customers and employees. The Associate warrants cad agrees that he will receive in strict confidence all. such. confidential information b~tonging to the Campatry or to the customers of the Company. The Associate further agrees to maintain and to assist thke .Company in maintaining the secrecy of such informadaq and to take the same. pt~ecautians as the associate would with his own proprietary information to prevent it from ecsming into unauthorized hands. The Associate further covenants and agrees that: (i) Associate will neither copy nor distribute any material, ar other information which comes into his possession as a result of his employment by the Company, other than for approved Company use; (ii) Associate will not during the period of employment by the Company nor at any time thereafter, directly or indirectly, disclose to others and/or use for his own benefit or for the benefit of others, confidential informarion including, but not. limited to, trade secrets, customer lists, customer representatives, associate and prospective assoaate information, (including salary information} proprietary software products, pricang information, profit and loss statements, financial statements, financial ratio analyses and any other financial information pertaining to the business. of the Comparry or to any of its clients, consultants, licensees or affiliates, acquired by him during the period of his employment, without the prior written permission of the Company; (a) As used herein, "trade secret" shall mean a whole ar any portion or phase of any scientific or technical information, design, process, procedure, formula or improvement relating to the development, design, construction, and operation of the Company's processes in the Application Maintenance Support and/or -1- Construction Nlransganent De~relopmemt areas, that is valuable and not generally known to the competitors ofthe-Company. (iii) Associate will not disclctae to the Cornpauy nor attempt tc> induce the Company to use aay confidential information or material to which the Company u not errtitled; (iv) 1rJpan termination of -his: emplvymeztt by the Corntpaxiy, the Associate will return to the Campeny or to tie Company's crstomer' all rrrateri~.ls .and infm~ation, and any copies thereof and cettl€j+ to the Company that Associate no Longer hss any- rights fio snob rtraterlals or nfc~rmat~©ri and the associate c~o~nan~s that the orig~al a~ad ail-copies of such materials and nfc~rntation haver been returned to the Company or to the Conipany'e customer, and the Associate will not develop competing data prc~cessing professional services ar products to the services and products of the Company based upon the materials and information obtained while employed by, or as a result of being employed 6y,_the Company.. 2. Inverrtions or Imgrovernents. Except as otherwise may be agreed by the Company in writing, in consideration. of the employment of the ;Associate by the Cemparry, .and free of any additional obligations of the Company to make additional payment to the Associate, the Associate agrees to irrevocably .assign to the Company any and aD inventions, saftwar9e or impravernents, whether patentable or unpatentable, relating to the present and future business of the Comparxy, developed during the term of flue Agreement. with the aid. of any resources of the Company or of any client of'the Company or during working hours, either alone or jointly with others. The Associate agrees that all. such inventions, software and improvements shall be and remain the sole and exclusive property of the Company. 3. Restrictive +Covenant. The Associate covenants and agrees. that the Associate shall not: (i) During: the period of employment and for one year fallowing terrtrination of the Associate's employment, solicit. ar sell for his own account or far others,. data processing .professional services that are competitive v~ith the services of the Company within a 50 mile radius of the Company's corporate headquarters car any branch location; (ii} During the period of employment and one year following termination of the Associate's employment, work, render or perform data processing professional services, for his own account or for others, or have any business dealings, either directly or indirectly or through corporate entities or associates; a) with arry customer of the Company to whom the Associate was previously or is presently assigned; or b) with any company whose services are competitive with the services of the Company within a 50 mile radius of the Company's branch location to which the Associate was assigned at the time of his or her termination. ~2- (iii) During the period of employment and .for eighteen months. foilo~vin~g the termination of the As~ciate's -employment,. either diIy or adirectty, hire or attennpt to recruit or hire, any employee of tie Company in aey c~apactty whatsae`-er, ft>r has own account ar ox~ 6e~alf of ~ person or corporation atler thorn t~ Cow, nor-attempt to induce only employee of the Catnpany too leave the eimplay of the Company to work far the Associate or airy other person,. frm or corporation. 4. ~'ermination, The Associate's employment by the Company may be tern~inated with cause by the Compar~- at airy time. 5, Agcess and Use, The. Associate -shalt not have access to or make use of arty computer hardware or acct' software programs of the Company or of any clteAt of the Campaay except in the perftsrmance of his empl©yment duties on behalf: of the Company, without the prior written cQnsetrt of an officer of the Company to such access or use. b. Injunctive Relief The Associate acknowledges that disclosure of any confidential. in~rmation or breach crP any of the noncompetitive covenants or agraetstents contained herein will giz+e rise to irreparable injury to the Company, inadequately eompensable in damages. Accordingly,: the Compaq ctr, ~rrhere appropriate, a client of the Crnnpany may seek and. obtain irt,~unctve relief against the breach or threatened: breach of the foregoing undertakings, in addition to any other legal remedies which may be available together with rusts and reasonable attorney's fees.: The Associate further acknowledges 'and :agrees that in the event of his tenrunation with the Company,. the Associate's experience and. capabilities are such that. the Associate can obtain employment in business activities which are of a different. or noncompeting nature with his activities as an employee of the Company; and that the enforcement of a remedy hereunder by way of injunction shall not prevent the Associate from earning a reasonable livelihood. The Associate further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Company's legitimate business interests and are reasonable in scope and content. 7. Enforce ent. The Associate acknowledges that a restrictive covenant was discussed at the time of preliminary employment negotiations with the Company and that the Associate acknowledged a willingness to enter into a contract containing such a restrictive covenant. The Company and the Associate agree and stipulate tha# the agreements. and covenams not to compete contained in the preceding paragraphs are fav and reasonable in light of all of the facts and circumstances of the relationship between the Company and the Associate, however, the Company and the Associate are aware that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance of and not in derogation of the provisions of the preceding paragraphs, the Company and the Associate agree that in the event a court should decline to enforce. the noncompete provisions contained herein„ that that paragraph shall be deemed to be modi$ed to restrict the Associate's competition with the Company to the maximum extent, in both time and geography, which the court shall find enforceable; however, in no evem shall the provisions of the covenant not to compete be deemed to be more restrictive to the Associate than those contained herein. -3- 8. Entire A~aretrnent and C~n~iruction. This .irnment cci-ntains the entire agreement of the parties and supersedes any prior a~aetnent .among the partiies with respect to the $ub3ect matter hereof. This Agreement shall be g~ovemed by and eonvd in accordance with the Iaws di~the state in ~avhiolt the Cocn~any-ia ineoiporated. This Amt mar}' only be altered or amended by written t signed by botti parrtie~ to this Agreement. The pronouns "Associate" and "hie" as usa;d herein shah trot be ca~rued as describing the sec of the individual Associates but are meant ~ko apply to both male and ilrmee ~pioy+rasa. The t "custota~er" anti "client" as used hereir- shall refer to any cortnner~.l e~tp or grt-t ~y to whid~ the Company has during arty part of the two ~ prior tc3 teinari~n, scold 'data s serviuces or peroducts ar had a cgntract with or at temm~atian had'. a contract with, artd alI o~7!QIlB, +cc>rporations and/or organizatiaas owned, aperattd; related or ati~liatad w[th :said <ustartrar. If and to the extent any ,prevision of thin Agreement is held imralid ~r un~foreweable in any CirCllmste@i1Ge8, such provisiean shall be Ci'tfbreecl to the maadmum lawful met$nt, and the remainder of this Agreement, and the application, of such ..provision in any other circumstances, shall not be affected t7y such holding. Paragraphs 1 and 3 shall survive the Assoe~ette's termination from the Company if the .Associate is dismissed for Haase or volutrtarily resigns. 9. Other Agreement. The Associate r~resents and ~-arrarits that he has not entered into any other agreement or understanding which in a~ way will prevent full compliance by him with the terms of this Agreement. 1 D. si „ ~n . Neither the Associate nor the Company may assign this Agreement without the prior written consent of the other, except that the Company may assign this Agreement and any and all rights under this Agreement to any party acquiring the Company or any subsidiary of the Company to which the Associate is assigned, or to any corporation controlling the Company, controlled by the Company, or under common control with the Company. In the case of such assignment, the. Company shall give written notice to the Associate of~such assignment. 1N WITNESS WI-IERBOF, the parties have causes this Agreement to be executed as of the date first above written. ATTEST: COMPUTER AID, INC. wlrfr>ESS: ssociate Nicholas J. Bereschak 226 William Drive Hershey, PA 17033 SSN: 210-44-7059 -4- ~, -EIIBI'f "A' Contempc~aneous arith the exaaution of the attached Associates Agreca, #1-e Compauy shall pay ~ j,78$:00 sani~ru~-thly to tT~e Associate. The Assgici to ra~n~n: itr ~ an~ploy of ~ Company far a period of three years from the da#e of this s~#. Its remtn, the Com~my will maintain employmert for the Associate sub; to Pwragraph 4 far the same throe-year poriod and make in excxss of a SI5,000 investment in training far Associate in the SAP prodnct'line. If duii~ng fife term of the AgreelnCat, the Associate is te~rcnir~atcd by Compagy ftar cstase or Associste rwillfully leaves the empis3y of Company before March 23, 2001 Associate sha11 be csbiigated to pay the Company X15,000.00 ~nmediately upon res~ation for expenses fncurred to tram Associate in the SAP product line. Upon successful completion of SAP eertii~cation in ASAP/4, Company Nn'il inaraafie base salary to $2.003.00 sacra .may. Cne year following certification Company will imcrease base saiarSr a nwumum t-f tenpercent annually for the next two years. This agreement is strictly confidential. Any disclosure of'terms or conditcros by the Assocaiate will be considered breach of contract. BENEFITS SUMMARY Benefits All benefits excluding the 401(k} Profit Sharing Plan must be "accepted" r~r "declined" by the associate. (Please circle either Accept or Decline) Medfcal ~ Decline Life Insurance Ac+a Decline ~. . Long Term. Disability ~ Accept Decline Paid Vacation Accept Decline Paid Holidays Accept Decline Computer Aid Date r Also Date ~5- ' <Nicholas.Bareschak~asab.csntaf.af.mll> TO <jim_walah~compaid.com> ' 07/27/2007 03:47 PM ~ <tom_vreaver(~compaki.com>, <bart carpenter®compaid.corr-> SubJect Notice of Resignation Jim, I'm submitting my notice of resignation from Computer Aid effective Friday 10 August 2002. Assuming I'm back in the States I wild be in to drop off my laptop and building access card no later than that date. I'm likely to be serving a long term (6 month to 1 year) rotation back here in the Middle East within the next year and have decided to position myself to make this transition easier by working as an independent. I hope to return to Computer Aid sometime in the future. 13ut for the time being it's in my best interest to leave the company. I'll talk to you when i return. rake care. Nick ,` ~1 3 ~XG,~6;+ E SUBCONTRACTOR AGREEMENT G-n~paaerAf4lnaa ~..- THIS AGREEMENT, made this ~ day of Set~temfxer, 2005, by and between COMPUTER AID, INC., with offices at 470 Friendship Road. ~alte 300. Harrisburg. PA 17111 and Corporate Headquarters at 1390 Ridgeview Drive, Allentown, PA, 18104 ("Contractor") and Jim Broun, Inc., with offices at 6012 S McVcker, Chicago, IL. 80838 ('Subcontractor") WITNESSETH: WHEREAS, the Contrector has entered into a contract with a third party (the "Customer") to provide certain computer consultinglprogr~rxning seneices as described in "the Statement of Work" which is attached hereto and made a pact hereof (the "Project'; and WHEREAS. the Contractor wishes to hire the Subcontractor to perform certain cmmputer consulting/programming services on an ~-needed basis relating to the Contredor's aforementioned contract with the Customer (such softwaro, including ail know-how, trade secrets, copyrights, and patentable inventions relating theroto, being hereinafter referred to collectively as the "Program Materials"); and WHEREAS, both the Contractor and the'Subcontrador desire to set forth in writing the terms and conditions of their agreement, including their respectivve rights as to ths Program Materials. NOW, THEREFORE, in consideration of: the premises hereof and the mutual covenants and conditions hereinafter set forth and other good and valuable considarstion, the receipt and sufficiency of which aro hereby acknowledged, the parties hereto, intending to be legally bound hereby agree as foNows: 1. Co_ nsultins~ / Ptooramrr~ina ~ntl~. On the terms and conditions set forth heroin, Contractor hereby engages Subcontractor to perform computer oonsuiting/proynArnming services for the pro~ct(s) in which the Contractor is engaged with the Customer. during the term hereof, and Subcontractor hereby accepts such engagement. Subcontractor agrees to use its best efforts, at a level consistent with entities having a sim~ar level of experience and expertise in the software industry, in the performance of the services card for hereunder. Upon sebction by Contractor, in its sole discretion, of any one or more Sulbcontrador Employees, Contractor shall provide a written statement of work ("Statement of Work") to Subcontractor specifying: (i) The name(s) of the Subcontractor Employee(s) needed by Contractor (each, an "Assigned Employee"), (ii) The name end location of the CoMrador Customer for which the Assigned Employee shall work, (iii) The description of skills requested, (iv) The nature of the work to be perfom~ed by each Assigned Employee, (v) The time period for which Contractor wiM utilize each Assigned Employee, (vi) The hourly fee which Contractor will pay Subcontractor for each Assigned Employee. S~contraeloMOrosment,JimBn~un2 Pegs 1 of 7 Initials: Sub. AI Revhed 3/0105 Conlyd~rrtli/ ,~ The first ~y~tement of Work shall be marked as,~ent of Wok-1 and any and all subsequent statement of orks as shall be marked sequentially, i:e., SOW-1, SOW-2, SOW- 3. EacR Sment cf work shall be deemed a sepanate agreement, and the terms of this Agroement shall be automatically incorporated by reference into each Statement of Work in their ernirety. Any Statement of Work missing the above information but signed by the parties wil! nonetheless be binding. 2. T®rm: of Agreement. The term of this Agreement shall be for the duration of one (1) year. This Agreement wih renew automatically for a period of one (1) year at the end of each teen. Either party upon thirty (30) days written notice to the other party may terminate this Agreement. (i) Notwithstanding any termination of this Agroemerrt, the tents of pstagraphs 6, 7, 8, 71 and 12 hereof shall continue in futl force and effect. 3. Co_md_ nce. The parties. hereto acknowledge that .the business relationship is between two independent contractors and is not an employer-employee relationship. The Subcontractor warrants and represents that it is a corporation engaged in the business of providing computer consutting/programming services and that it wiN continue to act as an independent entity notwithstanding any degree of direction or control exerted over its programming activities by the Contrector. Accordingly, the Subcontractor shall pay and report, as applicable, local, state and federal income tax withholdings, social security taxes, unemployment taxes and such other taxes as may be required with respect to payments received by the Subcontractor for the services provided by it pursuant to this Agreement. (i) Further, the Subcontractor agrees to indemnify and hold harmless the Contractor from any demands or damages which may arise pursuant to a claim involving the Subcontractor and which is brought under a theory of an employer-employee relationship such as, .but not limited to, a claim for workers' compensation benefits, unemployment insurance, withholdin~'tsxes or payroll taxes. (ii) Subcontractor shall purchase and rnaintein insurance for protsc~ion from claims under the Worker's Compensation Act and other statutory empbyee benefit provisions, which are applicable in the state in which this Agn3emertt Is being performed. Subcontractor shall obtain and keep in force throtghout the term of this Agreement, comprehensive general babpity insurance to cover claims for damages because of bodily injury, indudir-g death, of Customer persormel and third parties and from claims for damage to property of Customer or third ponies whk~t may arise out of or resuk from Subcontractor's performance of werk under the Agreement whether such work be by Contractor or by a subcontradAr or any+ate directly or indirectly employed by any of them. Such lisbiltty insurance shah have the followir~ limits: (a~) Bodily injury and property damage, 52,000,000 per occurrence; $2,000.000 in aggregate. (iii) Supplier shall submit a Certificate of Insurance to Contractor evidendng the required insurance coverage and showing the Contractor and where applicable the Contractors Client as an additional insured. In addition, the crertiflcate of insurance shall state that thirty (30) days prior written notice wiM be provided to Contrector before cancellation of the policy. SubcontraetorAgnemsnWtmBraun2 Peps Z or 7 inltial8: Sub. CAI Revised 3/9/05 co--nd.~ar 4. Con~enaation. Caitractor agrees to pay Subcontrad~ the rotes set forth In the Statement of Work for all Gent Approved blliable hours for servioss rendered by 3ubcorrtractor during the term of this ~reement. Fees for any renewal of this Agreement shall be as mutually agreed by parties. 6ubcontractor shall provide Contractor with an invoice for servicdsi performed during the preceding month together with the appropriate time sheets documenting the hours billed. (i) Subcontractor shall maintain time records and work. reports in accordance with Contractor's requir~emerrts for a period of four (4) years. Contractor may audit said books and records during the term of this Agreement and for four (4) years thereafter. (ii) This Agreement does not er~titie Subcontractor to any reimburr;ement of expanses unless otherwise expressly agreed to in vrriting in advance as Customer approved and re-billable. S. Indenenlfication. The Subcontractor, at its own expense, agrees to defend, indemnify and hold harmless the Contractor, its empbyees, succdssors and assigru from any ctairn, demand, cause of action, loss, damage, expense or liability (ind-~ding attorney's fees) that may be incurred by the Contractor to the extent that it is based on a claim that Subcontractor, in the course of its engagement, infringed or violated the patent, copyright, license or other propr(etary right. of a third party or arising out of any injury (including death) to persons or damage to property to the extent caused by the negiigenoe or intentional rrdscxanduct of Subcontractor or Subcontractor's $mpbyees, agents or sut~orrtradors while engaged in the performance of this Agreement or that Subconb~actor oth~rise act®d negligently, improperly or illegally in the pertormance of its dudes punwant to the temps of this Agreement. !n addition, in the event that any such Subcontrector performance is held to constitute an infringement and its use is or may be enjoined, Subcontractor shall, at its option, (1) modify the infribging program coding at its own expense so that it is not infringing; or (2) procure for the Contractor the right to use and license the use of the infringing program coding at no cost to either the Contractor or the Customer. Subcontractor further agrees to indemnify, defend, and save harmless Contractor, its officers, agents, employees and assigns against any and all bas, damage, cost and expenses, Including roasonable attorneys fees, from any suit, causo of action, demand or claim brou~t by any person or entity which is for wages, premiums, tax paymant$, contributions or employee beneffitss with respect to any of Subcontractor's employees, agents or subcontractors assigned to provide services under this Agneement. 6. Ownershio of Proer~rt M_is. Subcontractor agrees that all program materials, reports, and other data ar materials generated or developed by Subcontrector under this Agreement or furnished by •ithsr the Contractor or the Customer to the Subcontractor shall be and remain the property of either the Contrector or the Customer. Subcontrarc~or apedfx~~r agrees that all copyrightable material developed or created under this Agrsement shad be considered works made for biro by Subcontractor for the Contractor and that such material shall, upon creation, be owned exclusively by the Contractor. (i) To the extent that any such material, under applicable law, may not be considerod work made for hire by Subcontractor for Contractor, Subcontredor agrees to assign and, upon its creation, automatically assigns to Contractor the ownership of such material, including any copyright or other intellectual property rights in such materials, without the necess~y of any further consideration. Contractor shall be entitled to obtain and hold in its own name all copyrights in nsspsct of such materials. Subcontractor shall perform any acts that maybe mad ne cry or SubeontradorApraerr~entllm8-sun~ Pa9. a of ~ Initfais: Sub.CAi Revised 3/8!05 CoMrdendal desirable ay Contractor to evidence mare fully the transfer of ownerohip of ell materials referred to in this paragraph 6 to Contractor to the fuNest extent possible, including, .without limitation, by executing further written assignments in a form requested by Contractor. (li) To the extant that any pneexisttng rights of Subcror-~actor are embodied in the Program Material, 3uboontroctor hereby gntrrts to Contractor the i-revocabk, perpetual, non-exclusive, world wide royalty-free right and license to (1) use, execute, reproduce, display, perform, distribute t±oplaa of, and prepare derivative works based upon such pre-axi~~g rights and any derh-athre works theroof and (2} authorize others to do any or all of the foregoing. (iii) Subcontractor represents and warrants that it either owns or has valid, paid-up licenses for ell software used by k in the performance of its obNgattbns under this Agreement: 7. ~rotactlon of Proarlatarv Materiala. From the date of execution hereof and for as long as tfie information or data remain Proprietary Information or Trade Secrets (as defined in paragraph 7(i), Subcontractor shall not use, disclose, or permit any person to obtain any Proprietary information or Trade Secrets of Contractor or Custombr, including any materiels developed or genereted hereunder (whether or not the Trade Secrets are in wrftten or tangible form), except as specifically authorized by Contractor or Customer. (i) As used herein, 'Trade Secrets" shall include. but not be Nmited to, a whole or any portion or phase of any scientific technical information, design, process, procedure, #otmula, business plan or improvement rolatirtg to the development, design, construction, and operet~n of Customer's or Contrac~r's proc:asses in the Application Maintenance Support, and/or Construction Managemerrt Development, and/or Desktop Services product offerings areas, that ~ valuable and not geraeraiiy known to competitors of Contredor ~ Customer. Proprietary information shall include, but not be limited to, customer lists, pricing (including Subcontractor's pricing to Contrector), sales and marketing plans and strabsgic planning. (ii} Irreparable harm should be presumed if Subcontractor breaches any covenant of this Agreement for any reason. This Agreement is intandec! to address Contractor's legal obligation to protect Customer: proprietary rights pertaiMng to the Progrem Materials and Trade Secrets, and any misuse of such rights would cause imepareble harm to the Contractor and Customer's business. Therefore, Subcontractor agrees that a court of competent jurisdiction should immediately enjoin any breach of this Agreement, upon a request by Contractor. ili.Rstucn of Mabrials. Upon ffte request of Contractor, but in any event upon terrnk-ation of this Agreement, St~oontractor shall surrender to Contractor ~I memoranda, nofies, records, drawings, manuals, computer software, and other doaameMs or materials, and all cops thereof, pertaining to the Program Materials or famished by Contractor or Customer to S~contractor, including aY materials embodying any Thule Ssrxets. This paragraph is interXled to apply to aN materials made or compiled by Subcontractor, as well as to ail materials famished to Subcontractor by Contractor or by anyone else that pertain to the Program Materials or Trede Secrets. 9. ice. of AantNrnent. This Agreement together with the F~chibits attached hereto and refferenced herein and any Statements of Worts is intended by the parties hereto to be the flnai expression of their agreement, and it constitutes the fuN and ere understanding between the parties wkh respect to the subject hereof, nQtwithstending any represent Lions, state ants Sub~ntrsctorAgroement-Jimeraun2 Pape 4 or 7 Init3ata: Sub. Ai Rsvibd 3!0!05 ConfrdanBa! or agreements to the contrary heretofore made. This Agreement may be amended only in a writing s~nad by the parties to this Agreement. 10. Term_ inatFon. This Agreement shall terminate as set forth herein. Contrector may terminate this Agreement sooner in the event of Subcontractors breach or its failure to adequately and/or sufficiently perform its duties hereunder, or if the Customer requires termMatfon sooner. 11. Noneolicitatlon of Contractor's Cusbanars. The Subcontractor agnt-es that it will not directly or indkectlyy solicit, divert or take away dny of the customers (as defined in the Statement of Work), business or patronage of said customers, or perform work directy for the customers, who were served on behalf pf Contractor during the term of this Agroement and any renewals thereof. Subt~ntrattor further agrees that it will not use any information nsganiing customers of Contractor which it may procxJre during the oouree of this Agnssment. The proh~ibons contained herein shall continue for a period of orre year from the date of the termination of this Agreement. 12. Nonsoilcitadon Qf En~alovses. Contractor and 3uboontrador agr+ea that without the written consent of the other party, Neither party shall, prior to the ending of the 12 month period next succeeding (a) the date of completion of this Statement of Work or (b) the date of termination, resignation or other separation from emplgymeM of any ®mpbyse of Contractor or Subcontractor, directly or indirectly solicit, divert or hire any employee of the other party with whom there has been contact in connection with the performance of services under a Statement of Work. 13. Cioverninn Law. _This Agreement is made under, and in all respect shall be interpreted. ~nstrued and governed by and in acxordanoe with the laws of this Commonwealth of Pennsylvania. It is agreed that venue for any dispute arising out ~ this Agreement shall be proper in the courts of Lehigh County, Pennsylvania. 14. Aasianment: This Agreement may not be assigned by Sub~ntractor without the written consent of Contractor. 15. Entfn As~reement and Modification. This Agneement and the Exhibit sttac~ed hereto contain the entiro agreement betw~n the parties and there are no representations or warranties and this Agreement supersedes any prior ore! or written a~eement or negotiations between the parties. Th~ Agreement may only be modified by a written agreement signed by all parties that are to be bound by the modification. 16. . If the party signing this Agreement is doing so as representathre of either party, that person guarantees and represerrts that they have the express authority to bind their respective party and that entering into this Agreement does not violate the provisions of any other contract into which the Subcontractor has entered. 17. Notices. Any notice, demand, request, or other communicretion (any 'Communication") requirod or permitted to be given or made to or by either party hereunder or under the Agreement shall be in writing. Any Communication shah be deemed to have been delivered on the earlier of the day actually reo8ived (by whatever means serf) if r+eeeived on a business day (or if not received on a business day, on the first business day after the day of rec~pt) or, regardless of whether or not received after the dates hereinafter specified, on the first business day after having been delivered to Federal Express or comparable air courier ice, or SuboontactorAproemenPJkn8reun2 Piip~ 5 of 7 inlt~ls: Sub. CAI Rwised 3/tUA5 Conlyda~Wf on the second business day after having been deposited with the Unit! States Postal Service, Expross Mad, rotum receipt roquestad, or on the third business day after having been deposited with the Unita<i States Postal Service, registered or certified mail, n3tum r+rceipt requested, in each case addressed to the nsapec~ive party at the several addresses indicated below or to such other addresses as may hereafter.be indicated by notice delivered in accordance with the terms hereof to the other parry If to CONTRACTOR: If to SUBCONTRACTOR: 470 Friendship Road, Suite 300 8012 8. ~. Harrisburg, PA 17111 Chicago. IL. 60636 1& nsous. All of the terms arxt provisions of this Agreement shad be binding upon, inure to~ the benefit of, and be enforceable by, the parties hereto and ttro~ respective heirs, sucxessors, bgat r+epresentativss and permitted assigns. tf any of the provisions of this Agreement aro uttima~ly deemed by a court of competent jurisdict~n to be illegal, invalid or unenforceable, such provisions shall be deleted and the remaining terms and provisions of this Agreement shall continue in full force and effect. F~ch party hereto shall be excused fnxn performance hereunder for any period and to the extant that i< Is prevenfisd from performing any services pursuant hereto in whole or in part, as a resuR of delays caused by the other party or an act of God, ar other cause beyond lts re~onat~e control and whid~ d could not have prevented by reasonable precautions, inducting faikxea or fk~duatbns in eled~ic power, heat, light, . air conditioning or telecommunication equipment, and such nonperformance shall not be a default hereunder or a ground for termination her~f. Subcontractors time of performance shall be enlarged, if and to the extent reasonably necessary, in the event that: (i) Customer fails to' submd input data in file prescribed form or in accordance. with the agreed upon schedules; iii) Special request by Customer or any govemmerttal ~ency authorised b regulate, supervise, or Impact CAI's normal processing schedule; (iii) Customer fails to provide any equipment, software, premises or perfamanoe calved for by this Agreement, and the same is necessary for Subcontractor's performance hereunder. Subcontractor will notify Customer grid Contractor of the estimated irnpaa on its processing schedule, if any. In the evens Suboontnxtor is responsil~e for an error in prooessirrg Customer's data, Subcontractor promptly will oomect such error. This Agreement may be executed in several counterparts, all of whict+ taken together shall constitute one single agreement between the parties heroic. The section headings used herein are for reference and convenience only and shall not enter into the interprotation hereof. subaontndwAyreemert,lfineraun2 Pape 8 of 7 Initials: Sub. CAI Rev{sed 3/6105 Conlfd'enW/ IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly ®xecuted on the day and year first above written. Director. HR & RecruitinQt CONTRACTING FIRM COMPUTER AID, INC. RepreseMative's Signature Representative's Name: Title: ve SUBCONTRACTING FIRM ,iIM BfiAUN, INC. Representative's Signature: Representative's Name: Title: resident EIN: 38~18l3941 SubcoMndorAprssmant,NmBnwn2 Paps 7 of 7 Rsvhed 3/b/05 CoM1d~nNal -.--.rte ~`" ~T ~.A SUBCONTRACTOR EMPLOYEE: Ji un CUSTOMER: ~D3 Msroe Proiect CUSTOMER LOCATION: Annapolis. MD SUBCONTRACTOR EMPLOYEE SKILt.S-: SAP PROJECT /WORK TO BE PERFORMED: Member of Rios devslocment team PROJECT / A381GNMENT DURATION: 1 veer RATE: 5100/hr + travel expenses are rebiilable START DATE: 912615 TERMS: Net 30 days from receipt of~invoice CONTRACTING FIRM COMPUTER AID, tNC. z~ ~~~ Representatnro's Namo:~,~~C~ ~ Title: ~il~ ~".~-rec~; rte SUBCONTRACTING FIRM JIM BRAUN, INC Representative's Name: era~n Title: President SubcontractorSt~mentoMlork(4l Conlidn-tlN Revir~ci 2/25/04 F E ~,e,~ To: Jim Walsh@notes.compaid.com From: "jim Braun" <Braun jim@hotmail.com> Date: 07/02/2007 04:22PM Subject: RE: Fwd: EDS Team Meeting Jim , I'm not working for CAI Jim >From: Jim_Walsh@notes.compaid.com >To: "jim Braun" <braun_jim@hotmail.com> >CC: Jim_Walsh@notes.compaid.com >Subject RE: Fwd: EDS Team Meeting ti Page 2 of 3 >Date: Mon, 2 Jul 2007 16:14:34 -0400 >ok, now I have reached you and still need to know you status. >-----"jim Braun" <Braun jim@hotmail.com> wrote: ----- >To: Jim Walsh@notes.compaid.com >From: "jim Braun" <Braun jim@hotmail.com> >Date: 07/02/2007 04:12PM >Subject: RE: Fwd: EDS Team Meeting >Jim , > If you need to reach me, you can use this e-mail address - not the >compaid one. > ~- >Jim > >From: dhp549@aol.com > >To: braun_jim@hotmail.com > >Subject: Fwd: EDS Team Meeting > >Date: Wed, 20 Jun 2007 08:58:20 -0400 > > > > > > > > > >-----Original Message----- > >From: April_Dzielak@notes.compaid.com > >To: Pat_Newcomer@notes.compaid.com; Nick Bereschak@notes.compaid.com; > >dhp549@aol.com; seshanagalla@gmail.com; jim_braun@compaid.com > >Cc: Jim_Walsh@notes.compaid.com; jim.walsh@york.com > >Sent: Tue, 19 Jun 2007 9:13 am > >Subject: EDS Team Meeting > > > > > > > >Dear EDS Team, > > > >Next Thursday, June 28th at loam there will be a meeting to discuss the > >status your account. All are encouraged to be apart of this team meeting. > >The conference call allows you to call from anywhere by using the > >information below. > > > >To participate please call the following number around loam on Thursday, > >June 28th. > > > >1-866-880-0098 > >Participant Code: 3540619 > > > >Please let Jim Walsh know if you are unable to attend for any reason. > > > >Regards, > >April Dzielak > >Administrative Assistant > >(717) 651-3105 > > > > Page 3 of 3 > >AOL now offers free email to everyone. Find out more about what's free > >from AOL at AOL.com. >Like puzzles? Play free games & earn great prizes. Play Clink now. >http://club.live.com/clink.aspx?icid=clink_hotmailtextlink2 http://imagine-windowslive.com/hotmail/?locale=en- us&ocid=TXT_TAGHM_migration_HM_mini_2G_0507 ALL-STATE®LEGAL 800-222-0510 EDiI RECYCLED [~) EK~~b'~ ~ ~R ~ ~ ~~~ ~~ Subcontirattor Protection of ~- ~,-~;Qirtlir ~il~inc. Pr+opir[ry N{aterials From the date of exealtion hereof and for as long as the information or data remain Trade Secrets (as defined in paragraph below), Subcontractor Consultant shall not use, disclose, or permit any person to obtain any Trade Secrets of Contractor or Principal, including any materials developed or generated hereunder (whether ar not the Trade Secrets are in written or tangible form), except as specifically authorized by Contractor or Princpal, As used herein, "Trade Secx'et^S" shall mean a whole or any portion or phase Of any scientific or technical information, design, process, procedure, formula, business plan or improvement relating m the development, design, construction, and operation of Principal's processes In the Application Maintenance Support and/or Construction Management Development, and/or Desktop Services product offerings areas, that is valuable and not generally known to competitors of Contractor or Principal. Irreparable harm should be presumed tf Subcontractor Consultant breaches any covenant of this Agreement for any reason. This Agreement is intended to address Contractor's legal obligation to protect Prindpal's proprietary rights pertaining to the Program Materials and Trade Secrets, and any misuse of such rights would cause irreparable harm to the Contractor and PrtinclpaPs.business. Therefore, Subcontractor Consultant agrees that a court of competent jurisdiction should immediately enjoin any breach of this Agreement, upon a request by Contractor. R67'tURN O!r MA1'ERIAL6 upon the request of Contractor, but In any event upon termination of this Agreement, Subcontractor shall surrender to Contractor all memoranda, notes, records, drawings, manuals, Computer software, and other documents or materials, and all copies thereof, pertaining to the Program Materials or furnished by Contractor or Prindpat to Subcontractor Consultant, Including all materials embodying any Trade Secrets. This paragraph is Intended to apply to all materials made or compiled by Subcontractor Consultant, as well as to all materials furnished to Subcontractor by Contractor or by anyone else that pertain to the Program Materials or Trade .Secrets. NONSOLICITATION The Subcontractor Consultant agrees that it will not directly or indirectly solicit, divert or take away any Of the customers (as spedfled in the Statement of work), business or patronage of said customers, who were served on behalf of. Contractor during the term of this Agreement and any renewals thereof. Subcontractor Consultant further agrees that It will not use any information regarding customers of Contractor, which it may procure during the course of this Agreement. The prohibitions contained herein shall continuer a perigd~one year from the date of the termination of this Agreement. r P. ZA~~ CAI neral Mm~ager Oate Subcontractor Consultant Dace Sub PrOtRWon of Proprietary Materisla Revised 2/25/05 ,` VERiF~ATIOiN Sub~d to the penalties of 18 Pa. C.S.A. §4 relating to unawom fa~fication to authorities, 1, Thomas C. Weaver hereby ~ that I am the General. idlanager of the Northcentrai Region of Computer Aid, Inc., that 1 am authorized to execute this Verification on its behalf, and that the facts set forth in the foregoing docurr~t are true and correct to the best of my knowledge or information and bet~f. COMPUTER AID, INC. Thomas C. Weaver, General Manager Northoentrai 'Region Date: September ~ , 2007 i :: a :~ CERTIFICATE ~F SERVICE The undersigned hereby certifies that a true and correct copy of the foregoing document was served upon the following persons by first-class mail, postage prepaid. Patrick A. Newcomer 3922 Silver Brook Drive Mechanicsburg, PA 17050 Jim Braun, Inc. 6012 S. McVicker Avenue Chicago, IL 60638 Jim Braun 8845 Burlington Avenue Apt. B Brookfield, IL 60513-2160 McNEES WALLACE & NURICK LLC By Harvey Freedenber ,Esquire Attorney I.D. No. 23152 Susan V. Metcalfe, Esquire Attorney I.D. No. 85703 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 232-8000 Attorneys for Plaintiff Dated: September ~~, 2007 C~ r~ ~:, ~ ~ t-.. ..~, :;T . n r- c ~ ~ ~ s ~~ c st . ~. ~a ~ ' 1 ~ - K S1 • ~. _~ ~ ~'~, 0 Defendants SEP 061007/' IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 07-4553 CIVIL ACTION -LAW ORDER SCHEDULING HEARING ON PLAINTI~F,Fy'~S MOTION FOR PRELIMINARY INJUNCTION AND NOW, this / ~ "' day of , 2007, it is hereby ORDERED COMPUTER AID, INC., v. Plaintiff PATRICK A. NEWCOMER, NICHOLAS J. BERESCHAK, JIM BRAUN, INC., and JIM BRAUN, that a hearing on this matter to consider Plaintiff's Motion for Preliminary injunction shall be held on ~ , 2007 at ~'~Q ./p.m. in Court Room No., ~ . BY THE J. Distribution List: Susan V. Metcalfe, Esquire, McNees Wallace & Nurick LLC, 100 Pine Street, P.O. Box 1166, Hamsburg, PA 17108-1166, Phone # (717) 237-5412, Fax # (717) 237-5300 Patrick A. Newcomer, 3922 Silver Brook Drive, Mechanicsburg, PA 17050 C.. ~ Jim Braun Inc. 6012 S. McVicker Avenue Chica o I g L 60638 /'YL~ ~ Jim Braun, 8845 Burlington Avenue, Apt. B, Brookfield, IL 60513-2180 ~~~~~U 7 ~l~ }~fi COMPUTER AID, INC., vs. IN THE COURT OF COMMON PLEAS Plaintiff :CUMBERLAND COUNTY, PENNSYLVANIA PATRICK A. NEWCOMER, NICHOLAS J. BERESCHAK, JIM BRAUN, INC., and JIM BRAUN, Defendants NO.O? -4553 CIVIL ACTION -LAW NOTICE TO PLEAD TO: Computer Aid, Inc. c% Harvey Freedenberg, Esq. McNees Wallace & Nurick, LLC 100 Pine Street, P.O. Box 1166 Harrisburg, PA 17108-1168 You are hereby notified to file a written response to Preliminary Objections within twenty (20) days from service hereof or judgment maybe entered against you. Respectfully submitted GOLDBERG KATZMAN, P.C. ' hael J. Cr i, Esquire (ID #66255) Steven E. Grubb, Esquire (I.D.# 75897) 320 Market Street, P.O. Box 1268 Harrisburg, PA 17108 717-234-4161 Attorneys for Defendants Date: September 25, 200? Michael J. Crocenzi, Esquire (I.D. #66255) Steven E. Grubb, Esquire (I.D.# 75897) GOLDBERG KATZMAN, P.C. 320 Market Street, P.O. Box 1268 Harrisburg, PA 17108-1268 Telephone: (717) 234-4161 Attorneys for Defendants COMPUTER AID, INC., : IN THE COURT OF COMMON PLEAS Plaintiff :CUMBERLAND COUNTY, PENNSYLVANIA vs. N0.07 -4553 PATRICK A. NEWCOMER, NICHOLAS J. BERESCHAK, CIVIL ACTION -LAW JIM BRAUN, INC., and JIM BRAUN, Defendants DEFENDANTS' PRELIMINARY OBJECTIONS TO THE COMPLAINT Defendants, by and through their counsel, Goldberg Katzman, P.C., assert these Preliminary Objections pursuant to Pa. R.C.P. 1028(ax8), and in support thereof, aver as follows: 1. Movants are the defendants in the above-captioned matter. 2. Movants do not admit any of the allegations contained in the Complaint, but state the following under the appropriate standard to be utilized in the consideration of preliminary objections made pursuant to Pa. R.C.P. 1028(a)(8). 3. The Complaint centers around a single project, that being the design, testing and implementation of an Enterprise Resource Planning softwaze program for the United States Department of Navy (referred to as the "Project" in the Complaint. See ¶10 of Complaint). 4. As alleged in the Complaint, the contract for the "Project" was re-bid annually (Compl. at ¶15). 5. For several yeazs, CAI had worked on the Project, although CAI recognizes that the nature of the work changed on a yeazly basis (Compl. at ¶15). 6. Defendants, as well as two other individuals, had worked on the Project as independent contractors or employees of CAI (Compl. at ¶12). 7. There was no guazantee that CAI would be engaged as a subcontractor on the Project on a yeazly basis, as the project was re-bid and awazded to different prime contractors on an annual basis (Compl. at ¶16). 8. At no time has there ever been a direct contractual or customer relationship between CAI and the Department of Navy. 9. The Complaint alleges that prior to June 30, 2007, Newcomer and Bereschak resigned from their employment at CAI and that Braun terminated its subcontract with CAI and went to work directly for Serco, Inc. ("Serco") on the Project (Compl. at ¶22). 10. CAI admits that as of June 30, 2007, after the prime contract had been awarded to IBM (to which Serco was a subcontractor), CAI had no subcontract for work on the Project (Compl. at ¶18, see also ¶21). 11. CAI, nevertheless, speculates that it would have won a subcontract from Serco for the Project had Defendants not become contractually engaged with Serco (Compl. at ¶27). 12. The Complaint seeks to enjoin Defendants from working on the Project. 13. CAI seeks the following equitable relief: Plaintiff requests that judgment be entered in its favor and against Defendant Patrick A. Newcomer, and that an injunction be issued, preliminarily until trial, and permanently thereafter, barring Defendant from directly or indirectly working on the project, except as an employee or subcontractor to CAI... 2 14. The same request for relief is made against Defendant Bereschak, Jim Braun, Inc. and Jim Braun (collectively "Braun"). 15. The same request for relief is made in all seven counts of the Complaint, which allege separate breach of contract counts and unfair competition counts against each Defendant. 16. The Complaint does not allege that Defendants worked on any other projects or solicited any other of CAI's "customers." 17. Newcomer and Bereschak were never involved in sales or solicitations of business for CAI, but were only employees of CAI assigned to the Project and only providers of technical labor for CAI on the Project. Braun was an independent contractor hired by CAI because of the technical abilities it already possessed. 18. The Complaint does not allege widespread disruption or disturbance in CAI's customer relationships, but merely the loss of a single, non-guaranteed, subcontract pertaining to the Project. 19. It is clear from the Complaint that CAI hopes to enforce the respective restrictive covenants in the hopes of re-hiring Defendants and re-establishing the subcontract on the Project which it lost (Compl. at ¶¶25 and 29). 20. Since CAI is not guaranteed the bottom-tier subcontract on a yearly basis, even if an injunction is entered, no prime contractor, or the Department of Navy, is compelled to re-hire CAI for the Project. 21. Furthermore, none of the Defendants are compelled to return to CAI if they are enjoined from working on this Project. 3 22. CAI, as a bottom-tier subcontractor several subcontracts removed from the Department of Navy, has no goodwill with the Department of Navy, nor is the Navy, or Serco, CAI's "customer" on the Project. 23. CAI, in this lawsuit, merely seeks to preserve a subcontract it had entered into for the previous several years for its own economic benefit and advantage which has nothing to do with protection of its goodwill or customer base, disruption of business relationships or loss of business assets. 24. If CAI is successful on the merits, CAI's loss of this sins~le contract can be remedied through an award of monetary damages based on CAI's anticipated profits. WHEREFORE, pursuant to Pa. R.C.P. 1028(a)(8), a full and adequate remedy at law exists, and this Court should enter an order dismissing all claims for equitable relief, particulazly the imposition of a preliminary and permanent injunction. Respectfully submitted GOLDBERG KATZMAN, P.C. 1 J. Crocenzi, uire (ID #66255) Steven E. Grubb, Esquire (I.D.# 75897) 320 Mazket Street, P.O. Box 1268 Harrisburg, PA 17108 717-234-4161 Attorneys for Defendants Date: September 25, 2007 151344.1 4 VERY,~"[cATItUN I, Patrick A.. Newcomer, hexeby acknowledge that Y have xcad the foregoing document - ~ and that the facts stated therein are true and correct to the best of my knowledge, information and belief. I understand that any falso statemesrts herein arc made subject to penalties of 181'a. C.S. Section 4904, relating to unsworn falsification to authorities. ,~f ~G~ Patrick A. Newcomer Date: 9- ~f' O'~ t i S i 4 5 I, yim Bxagn, hereby acknowledge that I am an authorized representative of Jim Braun, Inc., and that 1 have read the foregoing document and that the facts stated therein arc true and correct to the best of my lrnawledge, information and belief. 1 understand that arty false statements herein are made subject to penalties of I8 Pa C.S. Section 4904, rotating to unsworn falsification to authorities. ,.~ Jim Braun, individually, and o~n behalf of rim Braun, Inc. Date: ~~a ~'' ~ VERIFICATION I, Nicholas J. BereschaiC, heraby ackpowledge that Z have read the foregoing document and that the facts stated therein are true and camct to the best of my lmowledge, informatiaa and belief. I understand that auy false statements herein arc made subject to penalties of 18 Pa. C.S. 5ectio~n 4904, relating to unsworn falsification to authorities. ~..-~r Ncholas ereschak /f Date: ~5 StP .~d~ CERTIFICATE OF SERVICE I HEREBY CERTIFY that I served a true and correct copy of the foregoing document upon all parties or counsel of record by depositing a copy of same in the United States Mail at Harrisburg, Pennsylvania, with first-class postage prepaid, addressed to the following: Harvey Freedenberg, Esquire McNees Wallace & Nurick, LLC 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1168 Respectfully submitted KATZMAN, P.C. Date: September 25, 2007 Iv~hael J. Crdc6nzi, esquire (ID #66255) Steven E. Grubb, Esquire (I.D.# 75897) 320 Market Street, P.O. Box 1268 Harrisburg, PA 17108 717-234-4161 Attorneys for Defendants C" 3 cN.a ~- ~ -n "Ct ('i:1 ' ~ ' S`f ! ' ~ N `~ ` v' ~ r , r -~ .-. _ 3, ;1 ~ s'Cl ±~ ra COMPUTER AID, INC., Plaintiff VS PATRICK A. NEWCOMER, NICHOLAS J. BERESCHAK, JIM BRAUN, INC., and JIM BRAUN, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA N0. 07-4553 CIVIL TERM CIVIL ACTION - LAW ORDER OF COURT AND NOW, this Ist day of October, 2007, court is in recess until 9:30 a.r By day, October 10, 2007. Edward E. Guido, J. McNees Wallace & Nurick LLC Harvey Freedenberg, Esquire Susan V. Metcalfe 100 Pine St. P.O. box 1166 Harrisburg, PA 17108-1166 For Plaintiff ~oldber Katzman Steven ~. Grubb, Esquire Micahel J. Crocenzi, Esquire 320 Market St. P.O. Box 1268 Harrisburg, PA 17108-1268 For Defendants :mlc V ~~, ;, i .~rZ~~ .4~+ .1 McNees Wallace & Nurick LLC Harvey Freedenberg Attorney I.D. No. 23152 Susan V. Metcalfe I.D. No. 85703 100 Pine Street, P.O. Box 1166 Harrisburg, PA 17108-1166 717-232-8000 (phone) 717-237-5300 (fax) hfreeden(a~mwn.com (e-mail) Attorneys for Plaintiff Computer Aid, Inc. COMPUTER AID, INC., IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff v. NO. 07-4553 CIVIL ACTION -LAW PATRICK A. NEWCOMER, NICHOLAS J. BERESCHAK, JIM BRAUN, INC., and JIM BRAUN, Defendants NOTICE TO PLEAD TO: PATRICK A. NEWCOMER, NICHOLAS J. BERESCHAK, JIM BRAUN, INC. and JIM BRAUN, Defendants and STEVEN E. GRUBB, ESQUIRE, their Attorney YOU ARE HEREBY NOTIFIED TO FILE A WRITTEN RESPONSE TO THE ENCLOSED NEW MATTER WITHIN TWENTY (20) DAYS FROM SERVICE HEREOF OR A JUDGMENT MAY BE ENTERED AGAINST YOU. MINE S WAL~L~ACE & NURICK LLC By V, ~ harvey rreeaenaerg I.D. No. 23152 hfreedent~mwn.com Susan V. Metcalfe I.D. No. 85703 smetcalf(a~mwn.com 100 Pine Street, P.O. Box 1166 Harrisburg, PA 17108-1166 Tel: (717) 232-8000 Fax: (717) 237-5300 Attorneys for Plaintiff Dated: October ~ 2, 2007 McNees Wallace &Nurick LLC Harvey Freedenberg Attorney I.D. No. 23152 Susan V. Metcalfe I.D. No. 85703 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 717-232-8000 (phone) 717-237-5300 (fax) hfreeden(c~mwn.com (e-mail) Attorneys for Plaintiff Computer Aid, Inc. COMPUTER AID, INC., : IN THE COURT OF COMMON PLEAS :CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff NO. 07-4553 v. CIVIL ACTION -LAW PATRICK A. NEWCOMER, NICHOLAS J. BERESCHAK, JIM BRAUN, INC., and JIM BRAUN, Defendants PLAINTIFF'S ANSWER TO DEFENDANTS' PRELIMINARY OBJECTIONS Computer Aid, Inc., by and through its attorneys McNees Wallace &Nurick LLC, for its Answer to the Preliminary Objections of Defendants Patrick A. Newcomer, Nicholas J. Bereschak, Jim Braun, Inc., and Jim Braun, avers as follows: 1. Admitted. 2. No response is required. 3. Admitted. It is admitted that at the time of their departure from CAI, Defendants were engaged in a single project through CAI, ("Project"), and that the Complaint is based upon Defendants' diversion of that work from CAI, in violation of their restrictive covenants. As a result of Defendants' actions, CAI has lost not only revenue from Defendants' individual services on the Project, but also has suffered irreparable harm, including the loss of goodwill, damage to its reputation, and loss of future business opportunities with the United States Navy ("Navy"). 4. Admitted. 5. Denied as stated. As set forth in the Complaint, CAI worked on the Project for seven years. The nature of the work did not change on a yearly basis, but rather progressed through various phases over the life of the Project. (Complaint, ¶ 15). 6. Admitted. Byway of further answer, owing in part to Defendants' efforts and presence on the Project, CAI had also placed numerous other employees and contractors on the Project at various times. 7. Denied. As evidenced by their current involvement with the Project, it is extremely likely, if not certain, that Defendants would have been engaged on the Project through CAI if they had not breached their restrictive covenants, due to Defendants' long-term work on the Project, their superior knowledge and unique experience, and the Navy's confidence in them. 8. Denied. CAI was not the prime contractor to the Navy, but rather served on the Project as a subcontractor. However, CAI had a regular, direct customer relationship with the Navy. The Navy was the ultimate consumer of CAI's services, and the Navy's contract requirements were incorporated into CAI's subcontract. Defendants spent a substantial amount of their time at Navy facilities, working with Navy personnel and training Navy computer software developers. Although CAI performed this work as a subcontractor to other companies, the Navy had ultimate approval of the personnel working on the Project, including Defendants Newcomer, Bereschak, and Braun. 2 9. Denied. Only Newcomer resigned from CAI prior to June 30, 2007. Newcomer resigned from CAI by email sent June 15, 2007. (Complaint, ¶ 35). Braun notified CAI that he would no longer provide services to CAI on the Project by email sent July 2, 2007. (Id. ¶ 78). Bereschak resigned from CAI by email sent July 27, 2007. (Id. ¶ 56). 10. Denied. CAI denies Defendants' implication that CAI could not work on the Project unless it secured a subcontract before the Navy awarded the prime contract. Throughout the life of the Project, it was not unusual for the prime contractor to secure the services of the subcontractors after winning the prime contract (often, as in the case of IBM in 2007, there was only one contender for the prime contract). The prime and intermediate contractors understood that they needed to engage those individuals whom the Navy approved to work on the Project, including Newcomer, Bereschak, and Braun. As of June 30, 2007, CAI was actively engaged in negotiations to continue providing services on the Project. Prior to Newcomer's sudden resignation, CAI had no reason to believe that its own employees and subcontractors were working behind the scenes to divert that business. 11. Denied. CAI's assertion that it would have won a subcontract to continue providing services on the Project if Defendants had not breached their restrictive covenants is not based on speculation, but rather on evidence, including past experience with Serco's Account Representative. Furthermore, prior to Newcomer's resignation, Dickinson & Associates' representative consistently communicated that it was Serco's intention to engage CAI on the Project. Serco's current employment of 3 Defendants on the Project is clear evidence that the Navy and Serco value Defendants' services and that they wished to retain Defendants on the Project. 12. Denied. CAI seeks to enjoin Defendants from working on the Project except as employees or subcontractors to CAI. 13. Admitted. 14. Admitted. 15. Admitted. For each count against Defendants, CAI seeks the same equitable relief: to enjoin Defendants from working on the Project except as employees or subcontractors to CAI. CAI seeks other relief as well, including attorneys' fees from Newcomer and Bereschak, as provided in their Agreements. 16. Denied as stated. Defendants Newcomer and Bereschak worked with other CAI customers before being assigned to the Project. Nevertheless, CAI's focus in this action is on Defendants' work with the Navy because losing a presence on the Project will result in irreparable harm in the form of an incalculable loss of goodwill, damage to its reputation, and loss of future business opportunities with the Navy. Paragraph 3, above, is incorporated herein by reference. 17. Denied. Defendants are more than merely "providers of technical labor," but rather are highly skilled computer software developers whose presence on the Project enhanced CAI's reputation, instilled the Navy with confidence in CAI, and led to further business for CAI on the Project. Moreover, CAI relied on Defendants to identify and communicate further opportunities for work on the Project, and to help CAI achieve and maintain additional assignments on the Project. CAI's product is the services it provides through its employees and independent contractors. CAI's employees and 4 contractors are expected to develop relationships with CAI's clients and become the value CAI provides. Thus, the Navy specifically requested Defendants' services by name. 18. Denied. CAI denies that "widespread disruption or disturbance in CAI's customer relationships" is a necessary prerequisite to obtaining the requested equitable relief. CAI is entitled to injunctive relief because it has suffered and will continue to suffer irreparable harm in the form of loss of goodwill, damage to its reputation, and loss of future business opportunities on the Project. It is admitted that CAI's continued work on the Project was not "guaranteed." However, as evidenced by their current involvement with the Project, there is no reason that Defendants would not have continued to work on the Project through CAI if they had not breached their restrictive covenants. Paragraphs 7 and 11, above, are incorporated herein by reference. 19. Admitted. CAI's ultimate, and legitimate, goal in seeking to enforce Defendants' restrictive covenants is to restore the relationship with the Navy that CAI lost through Defendants' unlawful conduct. Losing contact with the Navy and the Project has a greater impact that the mere loss of revenue generated by Defendants. CAI established the client relationships, won the business, gave Defendants their jobs, and has a right to enforce Defendants' agreements not to usurp the business that CAI developed. 20. Denied as stated. It is admitted that the Navy and its contractors are not "compelled" to rehire CAI for the Project. However, the Navy specifically approved of and requested that Defendants be assigned to the Project. Therefore, if Defendants' restrictive covenants are enforced, and Defendants are willing to continue working with 5 CAI, it is extremely likely, if not certain, that the Navy, Serco, or one of Serco's subcontractors would engage CAI to provide services on the Project. 21. Admitted. By way of further answer, Defendants were not compelled to work on the Project or for CAI at any time over the past seven years. Defendants were free to stop working for CAI at any time and work for another company or for themselves, as long as they did not violate their restrictive covenants. 22. Denied. CAI established goodwill with the Navy notwithstanding that it was abottom-tier subcontractor, because its computer software developers worked directly with Navy personnel at Navy facilities. Paragraph 8, above, is incorporated herein by reference. 23. Denied. CAI seeks to enjoin Defendants from violating their valid, enforceable restrictive covenants in order to protect its legitimate business interests and to prevent further irreparable loss of its goodwill, damage to its reputation, and loss of future business opportunities. Defendants Newcomer and Bereschak specifically acknowledged in their Agreements that such injunctive relief is necessary to protect CAI's legitimate business interests. (Newcomer and Bereschak Agreements at ¶ 6). 24. Denied. Defendants' presence on the Project enhanced CAI's reputation, instilled the Navy with confidence in CAI, and led to further business for CAI on the Project. CAI relied on Defendants to identify and communicate further opportunities for work on the Project, and to help CAI achieve and maintain additional assignments on the Project. Although CAI can quantify the revenue it has lost with respect to the hours billed by Defendants individually, it is impossible to calculate the value of the goodwill 6 and the potential for future business CAI formerly enjoyed as a result of Defendants' direct contact with the Navy. WHEREFORE, Plaintiff requests that Defendants' Preliminary Objections be overruled, and that judgment be entered in Plaintiffs favor and against Defendants. Plaintiff requests that an injunction be issued, preliminarily until trial and permanently thereafter, barring Defendants from directly or indirectly providing services on the Project except as employees of or subcontractors to CAI. Plaintiff further requests that Defendants be ordered to pay compensatory damages and costs, including attorneys' fees, together with such other relief as this Court deems just and appropriate. NEW MATTER 25. CAI had a direct customer relationship with the Navy. 26. The Navy was the ultimate consumer of CAI's services. 27. The Navy's contract requirements were incorporated into all of CAI's subcontracts for work on the Project. 28. Defendants spent a substantial amount of their time at Navy facilities, working with Navy personnel and training Navy computer software developers. 29. The Navy had ultimate approval of the personnel working on the Project, including Defendants Newcomer, Bereschak, and Braun. 30. CAI was not required to bid on or enter into a subcontract prior to the Navy's award of the prime contract in order to secure work on the Project. 31. Throughout the life of the Project, it was not unusual for the prime contractor to secure the services of the subcontractors after winning the prime contract. 32. In 2007, IBM was the sole bidder for the prime contract. 7 33. Throughout the Project, the prime and intermediate contractors always engaged those individuals whom the Navy approved to work on the Project, including Defendants Newcomer, Bereschak, and Braun. 34. As of June 30, 2007, CAI was actively engaged in negotiations to continue providing services on the Project. 35. CAI kept Defendants informed of its efforts to secure continued work on the Project, by communicating with Newcomer, CAI's team leader on the Project, and by holding a team meeting on June 28, 2007. 36. Prior to Newcomer's sudden resignation, CAI had no reason to believe that its own employees and subcontractors were working behind the scenes to divert work on the Project away from it. 37. The sole reason CAI did not secure a subcontract to continue working on the Project is that Defendants were willing to work for Serco directly, in violation of their restrictive covenants. 38. As evidenced by the prior course of conduct and Defendants' current involvement with the Project, the Navy specifically approved of and requested Defendants' continued services on the Project. 39. CAI never received any complaints from the Navy or any contractor to the Navy regarding CAI's services or its involvement with the Project. 40. Upon information and belief, neither the Navy nor any contractor to the Navy objected to CAI's involvement on the Project. 8 41. Upon information and belief, the sole reason that Serco and Defendants excluded CAI from the Project was to eliminate CAI's costs and profit for their own financial gain. 42. There is no reason Defendants would not have continued to work on the Project through CAI if Defendants had abided by their restrictive covenants. 43. Defendants are highly skilled computer software developers whose presence on the Project enhanced CAI's reputation, instilled the Navy with confidence in CAI, and led to further business for CAI on the Project. 44. CAI relied on Defendants to identify and communicate further opportunities for work on the Project, and to help CAI achieve and maintain additional assignments on the Project. 45. Owing in large part to Defendants' efforts and presence on the Project, CAI had also placed numerous other employees on the Project at various times. 46. If Defendants' restrictive covenants are enforced, and Defendants are willing to continue working with CAI, it is extremely likely, if not certain, that the Navy, Serco, or one of Serco's subcontractors would engage CAI to provide services on the Project. 47. Defendants Newcomer and Bereschak specifically acknowledged in their Agreements that injunctive relief is necessary to protect CAI's legitimate business interests. (Newcomer and Bereschak Agreements at ¶ 6). 48. An order enjoining Defendants from violating their valid, enforceable restrictive covenants is necessary to protect CAI's legitimate business interests and to 9 prevent the further loss of its goodwill, damage to its reputation, and loss of future business opportunities. WHEREFORE, Plaintiff requests that Defendants' Preliminary Objections be overruled, and that judgment be entered in Plaintiffs favor and against Defendants. Plaintiff requests that an injunction be issued, preliminarily until trial and permanently thereafter, barring Defendants from directly or indirectly providing services on the Project except as employees of or subcontractors to CAI. Plaintiff further requests that Defendants be ordered to pay compensatory damages and costs, including attorneys' fees, together with such other relief as this Court deems just and appropriate. McNEES WALLACE & NURICK LLC By ~iarvey Freedenberg" I.D. No. 23152 hfreeden(c~mwn.com Susan V. Metcalfe I.D. No. 85703 smetcalf(a~mwn.com 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Tel: (717) 232-8000 Fax: (717) 237-5300 Attorneys for Plaintiff Dated: October ~Z, 2007 10 VERIFICATION Subject to the penalties of 18 Pa. C.S.A. §4904 relating to unsworn falsification to authorities, I, Thomas C. Weaver hereby certify that I am the General Manager of the Northcentral Region of Computer Aid, Inc., that I am authorized to execute this Verification on its behalf, and that the facts set forth in the foregoing document are true and correct to the best of my knowledge or information and belief. COMPUTER AID, INC. Thomas C. Weaver, General Manager Northcentral Region Date: October ~, 2007 CERTIFICATE OF SERVICE The undersigned hereby certifies that a true and correct copy of the foregoing document was served upon the following via United States first-class mail: Steven E. Grubb, Esquire Goldberg Katzman, P.C. 320 Market Street P.O. Box 1268 Harrisburg, PA 17108 McNEES WALLACE & NURICK LLC By . Harvey Freedenberg, Esquire Attorney I.D. No. 23152 Susan V. Metcalfe, Esquire Attorney I.D. No. 85703 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 232-8000 Attorneys for Plaintiff Dated: October ~ Z , 2007 f'? ~ : c ~ ..~ .~ ,:.~ ~ r-~ ; r ' ~ 4~, '" ~ ' _ ~ ' - - icl ~- y ~^ ._ _ , ; ~ - b sue "~ COMPUTER AID, INC., Plaintiff V. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA PATRICK A. NEWCOMER, NICHOLAS BERESCHAK, JIM BRAUN, INC. and JIM BRAUN, Defendants N0.2007 - 4553 CIVIL TERM ORDER OF COURT AND NOW, this 22ND day of OCTOBER, 2007, after hearing the evidence and having reviewed the exhibits as well as the briefs filed by the parties in support of their respective positions it is hereby ordered and directed as follows: l.) Defendants' Motion for Preliminary Injunction is GRANTED as to Defendants Newcomer and Bereschak. It is DENIED as to Defendants Jim Braun and Jim Braun, Inc. 2.) Defendant Newcomer is enjoined and restrained from directly or indirectly providing information technology services on any phase of the U.S. Navy ERP project until June 29, 2008 unless otherwise affected by further DECREE. 3.) Defendant Newcomer is enjoined and restrained from directly or indirectly providing information technology services on any phase of the U.S. Navy ERP project until August 10, 2008 unless otherwise affected by further DECREE. This PRELIMINARY INJUNCTION is conditioned upon Plaintiff's posting of a bond in accordance with Pa. Rule of Civil Procedure 1531 (b) in the amount of $75,000 within thirty days (30). ~arvey Freedenberg, Esquire /Michael J. Crocenzi, Esquire / ~teven E. Grubb, Esquire sld By the i Edward E. Guido, J. ryv ,~ ~ ~. i 1 ir~,r '. ;~ P { ~ ~~ ~~d ~tZ ~~~ LODZ A't~1Li~v~:1~ v~~ ~~. ~Q Michael J. Crocenzi, Esquire (I.D. #66255) Steven E. Grubb, Esquire (I.D.# 75897) GOLDBERG KATZMAN, P.C. 320 Market Street, P.O. Box 1268 Hamsburg, PA 17108-1268 Telephone: (717) 234-4161 Attorneys for Defendants COMPUTER AID, INC., vs. IN THE COURT OF COMMON PLEAS Plaintiff :CUMBERLAND COUNTY, PENNSYLVANIA PATRICK A. NEWCOMER, NICHOLAS J. BERESCHAK, JIM BRAUN, INC., and JIM BRAUN, Defendants N0.07 -4553 CIVIL ACTION -LAW JURY TRIAL DEMANDED DEFENDANTS' REPLY TO NEW MATTER STATED IN PLAINTIFF'S ANSWER TO PRELIMINARY OBJECTIONS Defendants, by and through their counsel, Goldberg Katzman, P.C., reply to Plaintiffls New Matter as follows: 25. Denied. CAI has no customer relationship with the Navy and only has a customer relationship with the sub-contractor it teams with on a designated project, which most recently was EDS. 26. Admitted with the qualification that the Navy is not properly termed a "consumer" as much as it is the end user. 27. After reasonable investigation, Defendants are not aware of what was contained in CAI's subcontracts and, thus, this allegation is denied. 28. Denied. Defendants spent the majority of their time, while working for CAI, at the EDS facility in Camp Hill and the Bearing Point facility in Annapolis, Maryland. Admitted that Defendants did work with Navy business personnel on occasion, but denied that any time was spent with Navy programmers beyond 2003. 29. Admitted with the qualification that "approval" only meant approval in terms of security clearance and had nothing to do with the quality of work performed by the three defendants. Furthermore, the Navy would approve the personnel as offered by the contractors. 30. Denied. Upon information and belief, the only means of CAI procuring work for any project involving the Navy was by teaming with a subcontractor, such as EDS, prior to the prime contract being awarded by the Navy. 31. Denied. The answer to paragraph 30 is incorporated by reference. 32. Upon information, admitted. 33. Denied. The prime and intermediate contractors engaged either their own employees or other subcontractors. T'he prime and intermediate contractors would then seek approval for these individuals to work on a project involving the Navy. It was not as if the prime and intermediate contractors chose from apre-approved and limited pool of individuals as much as they chose the individuals and then sought approval. Newcomer, Bereschak and Braun were approved by the Navy upon CAI's request for approval. 34. Denied. Upon information, CAI did not negotiate to continue with work involving the Navy which is why, as of June 30, 2007, the expiration of its contract for work associated with the Navy, it had to inform its employees and subcontractors that they could not report to work on any projects involving the Navy. Furthermore, upon information, no subcontractors were willing to engage CAI for work on projects associated with the Navy. 2 35. Denied. CAI kept its employees and subcontractors in the dark regarding its contracting status. Defendants found out, through EDS, that CAI's contract would be terminating as of June 30, 2007 and that EDS, CAI's customer, had no intention of renewing or seeking further work associated with the Navy. The "team meeting" not attended by Bereschak, who was serving in the military in the Middle East, or Newcomer, was to tell those in attendance that they should not report to Navy-related work on the following Monday, but requesting that they come to CAI's Harrisburg office to await assignment to another job. The results of the meeting were never conveyed to Bereschak. 36. After reasonable investigation, Defendants have no idea what CAI's subjective, unfounded, concerns were and thus this allegation is denied. Denied that Defendants were trying to "divert" the project. CAI failed to procure the "Project" and lost the "Project" on its own. 37. Denied as speculative. After reasonable investigation, without knowing the motivations of CAI in not seeking work on the Navy Project, or the subjective motivation or strategies of the other prime and subcontractors, this paragraph is incapable of answer. It appears that the sole reason CAI failed to secure a subcontract is that it elected not to seek a subcontract. Defendants only sought work on the Navy Project when it became apparent that CAI had no interest in proceeding on the project. 38. Denied. The Navy did not approve of or request Defendants' involvement. Defendants sought work on the Navy Project and only after procuring that work did the contractor which hired them seek the Navy's approval. 39. After reasonable investigation, it is unknown if CAI received any complaints from the Navy or subcontractors to the Navy. It would have been unlikely since CAI had no direct 3 contact with the Navy. CAI's management was rarely, if ever, at the Navy Project facilities. By way of further answer, upon information, the Navy had ordered its prime contractors to eliminate the several layers of subcontracts on the job. 40. The answer to paragraph 39 is incorporated by reference. 41. Denied. Defendants did not eliminate CAI. CAI elected not to bid on the project and lost the Navy Project on its own, through its own actions. Defendants cannot speak for Serco and thus deny the allegations regarding Serco. 42. Denied. Restrictive covenants are not designed to force an individual to work for a particular employer or contractor. CAI elected not to bid on the project and lost the Navy Project on its own, through its own actions. Defendants did not breach their restrictive covenants. This allegation is further denied as a legal conclusion to which no response is necessary. 43. Denied. There was no contact between CAI and the Navy. CAI's presence on the job was only through its agreements with subcontractors, such as EDS, and had nothing to do with Defendant's "presence" at the job. Once CAI elected not to participate in further bidding or contracting at the project involving the Navy, its involvement ended. 44. Denied as to Braun who was an independent contractor hired by EDS for a specific, singular purpose, and assigned by EDS to Computer Aid. Braun was under no compulsion or expectation to develop work for Computer Aid. Denied as stated as to Newcomer and Bereschak. Newcomer and Bereschak, and particularly Newcomer, desired for CAI to remain involved in work for the Navy and tried to convince them to get involved in the bidding for the new contract which commenced July 1. 4 These requests were ignored by CAI who elected to not participate in projects involving the Navy. It is further denied that CAI had any "additional assignments on the Project." 45. Denied as to Braun who was an independent contractor hired by EDS and assigned to Computer Aid for a singular purpose. Braun was under no compulsion or expectation to develop work for Computer Aid. Denied as to Newcomer and Bereschak. CAI placed workers on the site as needed to fulfill its contractual responsibilities. This had nothing to do with "Defendants' efforts and presence." 46. Upon information, denied. This is a speculative and hypothetical statement which is incapable of answer. However, it is noted that while Newcomer and Bereschak were employed at CAI, and Braun was under subcontract, there was no interest on the part of IBM's subcontractors to have CAI involved on the project for the simple reason that CAI elected not to be part of the project and did not team with any contractors prior to the prime contract being awarded. 47. Denied as a legal conclusion to which no response is necessary. Interpretation of the contract is a legal matter. CAI, through this proceeding, does not seek to protect its legitimate business interests, as defined by the law. 48. Denied as a legal conclusion to which no response is necessary. CAI, through this proceeding, does not seek to protect its legitimate business interests, as defined by the law; it has no goodwill or reputation on this project and is no longer involved with the Navy because it elected not to bid on the project. 5 WHEREFORE, pursuant to Pa. R.C.P. 1028(a)(8), a full and adequate remedy at law exists, and this Court should enter an order dismissing all claims for equitable relief, particularly the imposition of a preliminary and permanent injunction. Respectfully submitted GOLDBERG KATZMAN, P.C. i ~ ~~ ~hael J. Crocenzquire (ID #66255) Steven E. Grubb, Esquire (I.D.# 75897) 320 Market Street, P.O. Box 1268 Harrisburg, PA 17108 717-234-4161 Attorneys for Defendants Date: November 1, 2007 152466.1 6 VERIFICATION I, Steven E. Grubb, Esquire, am counsel for Jim Braun and Jim Braun, Inc. Mr. Braun does not have the present means to forward a verification. Mr. Braun and I have read the foregoing document and that the facts stated therein are true and correct to the best of his knowledge, information and belief, as conveyed to me. I understand that any false statements herein are made subject to penalties of 18 Pa. C.S. Section 4904, relating to unsworn falsification to authorities. ~~ L/ Steven E. Grubb Date: ~~ ~ ~ w 7 VERIFICATION I, Nicholas J, Bereschak, hereby acknowledge that I have read the foregoing document and that the facts stated therein are true and correct to the best of my knowledge, information and belief. I understand that any false statements herein are made subject to penalties of 18 Pa. C.S. Section 4904, relating to unswom falsification to authorities. ~'~ ~. Nicholas J. ~esc ak Date: j NnJ 2c~ ~ V1;RIFICATION I, Patrick A. Newcomer, hereby acknowledge that I have read the foregoing document and that the facts stated therein ate trae and correct to the best of my knowledge, information and belief. I understand that any false statements herein are made subject to penalties of 18 Pa. C.S. Section 4904, relating to unsworn falsification to authorities. v ~ ~'~ ~ ~~ ~ Patrick A. Newcomer Date: lI - j' a 7 CERTIFICATE OF SERVICE I HEREBY CERTIFY that I served a true and correct copy of the foregoing document upon all parties or counsel of record by depositing a copy of same in the United States Mail at Harrisburg, Pennsylvania, with first-class postage prepaid, addressed to the following: Harvey Freedenberg, Esquire McNees Wallace & Nurick, LLC 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1168 Respectfully submitted GOLDBERG KATZMAN, P.C. l~ ~ .~' Date: November 1, 2007 Michael J. Croce ', Esquire (ID #66255) Steven E. Grubb, Esquire (I.D.# 75897) 320 Market Street, P.O. Box 1268 Harrisburg, PA 17108 717-234-4161 Attorneys for Defendants 7 t'~ r' ~ '~' ~ -y tJ t ..~ "-- ~ `Sl ...r , ~ ?. f,ps ^~ ~ +l - f .~. T .. - ~ -~;"~ ~~ .::".{ C_~) ,.._ T.fJ --G J McNees Wallace &Nurick LLC Harvey Freedenberg, Esquire Attorney I.D. No. 23152 Susan V. Metcalfe, Esquire I.D. No. 85703 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 717-232-8000 (phone} 717-237-5300 (facsimile) Attorneys for Plaintiff Computer Aid, Inc. COMPUTER AID, INC., IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff v. PATRICK A. NEWCOMER, NICHOLAS J. BERESCHAK, JIM BRAUN, INC., and JIM BRAUN, NO. 07-4553 CIVIL ACTION Defendants PLAINTIFF'S MOTION FOR RELEASE OF PRELIMINARY INJUNCTION BOND Plaintiff, by its counsel, McNees Wallace &Nurick LLC, requests that the Court, pursuant to Pa. R.Civ.P. No. 1531(c), release the Bond posted by the Plaintiff pursuant to the Preliminary Injunction granted by the Court on October 22, 2007, and in support of said Motion, avers as follows: 1. This action was initiated by the filing of a Praecipe for Writ of Summons on August 1, 2007. A Complaint and a Motion for Preliminary Injunction were thereafter filed on September 5, 2007. 2. On October 22, 2007, following a hearing to consider Plaintiffs Motion for Preliminary Injunction, the Court, per Judge Guido, granted the preliminary injunction, in part, conditioned upon the posting of a $75,000.00 bond. .~ s 3. The required Bond was posted on October 29, 2007. 4. The preliminary injunction enjoined and restrained certain of the Defendants from directly or indirectly providing information technology services on any phase of the U.S. Navy ERP project until a date certain. 5. Plaintiff and all Defendants have now entered into settlement agreements. 6. Plaintiff is ding, concurrently with this Motion, a Praecipe to Discontinue this action. 7. The conditions necessitating the posting of the bond have ended. 8. Plaintiff now moves the Court for release and discharge of the $75,000.00 Bond, by the Prothonotary to the undersigned Plaintiffs counsel, at the address shown below. McNEES WALLACE & NURICK LLC By ~• Harvey Freedenberg Attorney I.D. 23152 Susan V. Metcalfe Attorney I.D. 85703 100 Pine Street, P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 232-8000 Dated: December I ( , 2007 Attorneys for Plaintiff Computer Aid, Inc. 2 .. CERTIFICATE OF SERVICE I hereby certify that on this date a true and correct copy of the foregoing document was served by regular, first-class, United States mail, postage prepaid, upon the following: Steven E. Grubb, Esquire Goldberg Katzman, P.C. 320 Market Street P.O. Box 1268 Harrisburg, PA 17108 Su n V. Metcalfe December ~ (, 2007 --°1 ' - C"7 .. , ~ 0'l~ ti - i -r _ ; .` .-~ ~`'; .:.~:.:j Imo"-7 ~._t ~- - McNees Wallace & Nurick LLC Harvey Freedenberg, Esquire Attorney I.D. No. 23152 Susan V. Metcalfe, Esquire I.D. No. 85703 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 717-232-8000 (phone) 717-237-5300 (facsimile) COMPUTER AID, INC., Plaintiff v. PATRICK A. NEWCOMER, NICHOLAS J. BERESCHAK, JIM BRAUN, INC., and JIM BRAUN, Defendants Attorneys for Plaintiff Computer Aid, Inc. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 07-4553 CIVIL ACTION PRAECIPE TO DISCONTINUE TO THE PROTHONOTARY OF CUMBERLAND COUNTY: Pursuant to Pa. R. Civ. P. 229(a), please mark this matter discontinued, ended and settled, with prejudice, as against all Defendants. McNEES WALLACE & NURICK LLC By , H ey Freedenberg, Esquire Attorney I.D. 23152 Susan V. Metcalfe, Esquire Attorney I . D. 85703 100 Pine Street, P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 232-8000 Dated: December ~~ , 2007 Attorneys for Plaintiff Computer Aid, Inc. CERTIFICATE OF SERVICE I hereby certify that on this date a true and correct copy of the foregoing document was served by first-class, United States mail, postage prepaid, upon the following: Steven E. Grubb, Esquire Goldberg Katzman, P.C. 320 Market Street P.O. Box 1268 Harrisburg, PA 17108 Su n V. Metcalfe December ~, 2007 (') n.> c...:y ~.,~.i --v ~ 3 i,` ~ ' ; '~ ii. s r~- ~7 \~ 1 ~' ; --... .. .. _~ 4 W .-:.~ (~yi .. ~cia ~o~ COMPUTER AID, INC., Plaintiff v. PATRICK A. NEWCOMER, NICHOLAS J. BERESCHAK, JIM BRAUN, INC., and JIM BRAUN, Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 07-4553 CIVIL ACTION ORDER AND NOW, this ~ day of December, 2007, upon consideration of the Plaintiff s Motion for Release of Preliminary Injunction Bond, it is hereby ORDERED that said Motion is GRANTED, and that the Prothonotary shall release the $75,000.00 Bond to Plaintiffs counsel immediately. c: Harvey Freedenberg, Esquire an usan V. Metcalfe, Esquire; McNees Wallace & Nurick LLC, P.O. Box 1166, Ha risburg, PA 17108 ,~8~teven E. Grubb, Esquire; Goldberg Katzman, P.C., P.O. Box 1268, Harrisburg,. PA 17108 J tllNt~i~"1,~SN~d S Q ~ 1 Wd 't 1 X30 l00~ Ali 1~~3-ilo~kd ~Hi. ~ as~~~