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HomeMy WebLinkAbout08-4808Todd J. Shill Attorney I.D. No. 69225 John R. Martin Attorney I.D. No. 204125 RHOADS & SINON LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff COMPUTER SUPPORT, INC., Plaintiff, V. ROCKING T, INC., Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 08-q809 JURY TRIAL DEMANDED NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claim 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 OR YOU CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. CUMBERLAND COUNTY BAR ASSOCIATION 2 Liberty Avenue Carlisle, PA 17013 (717) 249-3166 698580.1 I % Todd J. Shill Attorney I.D. No. 69225 John R. Martin Attorney I.D. No. 204125 RHOADS & SINON LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff COMPUTER SUPPORT, INC., Plaintiff, V. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ROCKING T, INC., Defendant. NO. JURY TRIAL DEMANDED COMPLAINT NOW COMES Plaintiff, Computer Support, Inc. (hereinafter "CSI"), by and through its counsel, Rhoads & Sinon LLP, and files the within Complaint as follows: 1. CSI is a corporation organized and existing under the laws of the Commonwealth with a business address of P.O. Box 2429, Mechanicsburg, Pennsylvania 17055-2429. 2. CSI is a provider of computer software for the trucking industry. 3. Defendant, Rocking T, Inc. (hereinafter "Rocking T"), is a corporation existing under the laws of the State of Texas with registered offices located at 320 Schley, Hereford, Texas 79045, and a principle place of business located at 12150 Cactus Feeders Road, Cactus, Texas 79013. 4. Rocking T is engaged in the trucking business. 5. In or around December 2001, CSI entered into a License and Support Agreement with Rocking T (the "Agreement"), whereby CSI agreed to license its CSI.Road computer software to Rocking T for a license fee of $19,750.00. A true and correct copy of the Agreement is attached hereto as Exhibit A and is incorporated herein by reference. 6. In or around March 2008, while performing a routine service call for Rocking T, CSI discovered that other companies (in addition to Rocking T) were using its software without first obtaining a separate license from CSI, in direct contravention of the express terms of the Agreement. (See Exhibit A p. 12.) 7. These companies include: Sytek Leasing, LP; American Radio Corp.; WCS, Inc.; Innovative Data Solutions, Ltd.; Ark River Carriers, Inc.; Transportation Consulting, Inc.; and Agro Trans., LLC. 8. It is believed, and therefore averred, that Rocking T provided CST's licensed software to these companies (presumably in exchange for monetary consideration) without first obtaining permission or authorization from CSI, as is required under the terms of the Agreement. 9. Based on its findings, CSI informed Rocking T that additional charges would be imposed to reflect the separate licensing fees that Rocking T should have received for these companies' use of its software application. 10. To that end, CSI sent an Invoice to Rocking T, No. 10303-0, reflecting the amount due and owing for "License Fees: additional companies set up under CSI.Road." A true and correct copy of Invoice No. 10303-0, dated March 29, 2008, is attached hereto as Exhibit B and is incorporated herein by reference. 11. The total amount due and owing under Invoice No. 10303-0 was $197,500.00. At the time, CSI believed that there were ten (10) additional companies using its licensed software. The total amount reflected on Invoice No. 10303-0 was derived by taking the one-time license fee ($19,750.00) and multiplying it by the number of suspected additional companies (10). -2- 30. Rocking T, on the other hand, has not paid CSI for above-described license fees, and CSI has been damaged as a result. 31. Rocking T's failure to pay CSI as described herein constitutes a breach of the Agreement. WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against Defendant, Rocking T, Inc., in an amount in excess of $50,000.00, which exceeds the jurisdictional limit for compulsory arbitration, together with interest, costs, incidental damages, attorneys' fees, and other damages as allowed by law. COUNT II (Promissory Estoppel) 32. CSI incorporates the above allegations as though fully set forth herein. 33. In the alternative, assuming that Rocking T has no obligation under law to pay CSI pursuant to the terms of the Agreement, CSI relied on the promises of Rocking T to its detriment. 34. As set forth above, in exchange for receipt of the licensed software, Rocking T promised to not sublicense, assign, or transfer the software without first obtaining CSI's written authorization. 35. CSI substantially performed all of its contractual obligations to Rocking T and has delivered to Rocking T a proper Invoice for payment. 36. It was reasonable for Rocking T to expect that its promise to pay would induce CSI to provide the software and services requested. 37. CSI did, in fact, rely on Rocking T's promise to pay. 38. Rocking T has benefited by failing to pay CSI $138,250.00. 39. Injustice will result if Rocking T's promise to pay CSI is not enforced. -5- WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against Defendant, Rocking T, Inc., in an amount in excess of $50,000.00, which exceeds the jurisdictional limit for compulsory arbitration, together with interest, costs, incidental damages, attorneys' fees, and other damages as allowed by law. COUNT III (Unjust Enrichment) 40. CSI incorporates the above allegations as though fully set forth herein. 41. In the alternative, assuming that Rocking T has no obligation under law to pay CSI pursuant to the terms of the Agreement, Rocking T has been unjustly enriched. 42. As set forth above, Rocking T received and accepted the benefit of CSI's licensed software and services, but Rocking T has refused to fully compensate CSI for these goods and services. 43. By providing the licensed software to at least seven (7) other companies without the prior written consent of, or payment to, CSI, Rocking T has been unjustly enriched. 44. CSI has suffered financial injury as a proximate result of Rocking T's unjust enrichment. 45. The reasonable value of the foregoing benefits is $138,250.00. 46. It would be inequitable for Rocking T to retain the benefits it received without payment of consideration to CSI. 47. Injustice will result if CSI is denied recovery. WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against Defendant, Rocking T, Inc., in an amount in excess of $50,000.00, which exceeds the jurisdictional limit for compulsory arbitration, together with interest, costs, incidental damages, attorneys' fees, and other damages as allowed by law. -6- COUNT IV (Tortious Interference with Prospective Contractual/Business Relationships) 48. CSI incorporates the above allegations as though fully set forth herein. 49. In the alternative, assuming that Rocking T has no obligation under the terms of the Agreement to pay CSI for the licensed software it provided to other companies without CSI's permission (via sublicense, assignment, transfer, or otherwise), Rocking T remains liable to CSI for tortiously interfering with CSI's prospective contractual and business relationships. 50. Specifically, by providing CSI's licensed software to at least seven (7) companies, Rocking T intended to prevent contracts or relationships between CSI and those companies. 51. , Upon information and belief, Rocking T provided CSI's licensed software to these companies without CSI's knowledge or consent. 52. Rocking T's actions were not privileged or justified. 53. Had these companies obtained software licenses through CSI, they would have been required to pay at least $19,750.00 for each license. 54. As a result of Rocking T's conduct, Rocking T has impacted CSI's prospective business and contractual relationships, and has caused, and will in the future cause, CSI to sustain harm. WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against Defendant, Rocking T, Inc., in an amount in excess of $50,000.00, which exceeds the jurisdictional limit for compulsory arbitration, together with interest, costs, incidental damages, punitive damages, attorneys' fees, and other damages as allowed by law. COUNT V (Intentional Misrepresentation) 55. CSI incorporates the above allegations as though fully set forth herein. -7- 56. Rocking T represented to CSI that the additional companies set up on its system were "test" companies that were created for training purposes and were no longer used by Rocking T. 57. Rocking T failed to inform CSI that these companies were, in fact, actual business entities that would otherwise have to pay CSI a licensing fee for the use of its software. 58. Such acts, omissions, and representations constituted material misrepresentations of fact. 59. The acts, omissions, and representations by Rocking T were false, and Rocking T knew such acts, omissions, and representations to be false at the time that they were made, or were made with reckless disregard as to their falsity, in an attempt to conceal the true identity of the companies that accessed CSI's licensed software. 60. CSI reasonably and justifiably relied on the false, inaccurate, and fraudulent representations made by Rocking T by, inter alia, continuing to perform services for Rocking T pursuant to the terms of the parties' Agreement and/or foregoing enforcement of Invoice No. 10303-0. 61. As a direct and proximate result of the foregoing, CSI has suffered and will continue to suffer substantial monetary damages. 62. The actions of Rocking T were willful, wanton, and reckless, and CSI is entitled to have punitive damages assessed against Rocking T. WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against Defendant, Rocking T, Inc., in an amount in excess of $50,000.00, which exceeds the jurisdictional limit for compulsory arbitration, together with interest, costs, incidental damages, punitive damages, attorneys' fees, and other damages as allowed by law. -8- COUNT VI (Negligent Misrepresentation) 63. CSI incorporates the above allegations as though fully set forth herein. 64. Rocking T represented to CSI that the additional companies set up on its system were "test" companies that were created for training purposes and were no longer used by Rocking T. 65. Rocking T failed to inform CSI that these companies were, in fact, actual business entities that would otherwise have to pay CSI a licensing fee for the use of its software. 66. The foregoing acts, omissions, and representations of Rocking T were material, fraudulent, intentional, false, inaccurate, and misleading, or, in the alternative, at a minimum, were negligent. 67. Such acts, omissions, and representations constituted material misrepresentations of fact. 68. Rocking T intended to induce CSI to rely upon said false, inaccurate, negligent, or reckless representations. 69. CSI reasonably and justifiably relied on the false, inaccurate, negligent, or reckless representations made by Rocking T. 70. As a direct and proximate result of the foregoing, CSI has suffered and will continue to suffer substantial monetary damages. WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against Defendant, Rocking T, Inc., in an amount in excess of $50,000.00, which exceeds the jurisdictional limit for compulsory arbitration, together with interest, costs, incidental damages, attorneys' fees, and other damages as allowed by law. -9- Respectfully submitted, RHOADS & SINON LLP By: Todd J. Shill, Esq. Attorney ID No. 69225 John R. Martin, Esq. Attorney ID No. 204125 RHOADS & SINON LLP One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff -10- VERIFICATION Fred Nichols, dcposcs and says, subject to the penalties of 18 Pa.C.S. § 4904 relating to UI10WOM falsification to authorities, that the facts set forth in the foregoing Complaint are tnfe and correct to the best of his knowledge, information and belief. Flea Nichols EXHIBIT A CSIRoad.com P.O. Box 2429 Mechanicsburg, PA 17055-2429 voice(717) 691-6707 Fax(717) 691-6707 Fnichols@csiroad.com http://www.csiroad.com December 4, 2001 Mr. Richard Schilling Rocking T Trucking 4555 Jenny Barker Road Garden City,Kansas,67846 3 C( am) a-ts 0g13 31 Dear Mr. Richard Schilling, Thank you for the opportunity to demonstrate CSI.Road software applications. My proposal for the applications listed is enclosed. The software applications and respective investment are: CSI.Road:$19,750 1.Core Applications: Order Entry, Dispatching, Freight Billing, Driver Settlement, Fuel & Mileage. 2.Accountingi Accounts Receivable, Accounts Payable, Payroll, General. Ledger 3.Vehicle Maintenance and Gasboy Interface CSI personnel are also available for computer related consulting services such as: data conversion, application modifications, or integration with other business applications. This proposal is valid until December 14,2001. Sincerely, F.R.Nichols Page 1 of 18 Voice(717) 691-6707 Fax(717) 691-6707 CSIRoadxom P.O. Box 2429 Mechanicsburg, PA 17055-2429 Fnichols@csiroad.com http://www.csiroad.com Recommended Computer Hardware • Contact local hardware integrator for a Windows NT 2000server, network LAN/WAN , and computer hardware installation including all operating software. • For remote access (WAN) we recommend Citrix meta£rame terminal server configuration. Frame Relay, ISDN, Dedicated lines, Internet, or Dial up are communication options; selection of which will invact application response from user's perspective. • PC's: Pentium series with 128meg of ram is recommended • Dedicated DUAL Processors 450's or higher (currently 7001x) Dual processors allow requests to be processed faster (read & write) the dual processors allow SQL to handle the requests better. If your choice is to go with one processor, please make sure you can upgrade your server to two processors in the future. 1 gig of RAM Make sure the server allows you to increase your memory in the future Multiple Hard Drives 1 hard drive for the operating system & the page file (partition the hard drive) 1 hard drive for the transaction log (this should be outside the RAID) Multiple hard drives for the Data using RAID 10 configuration. The actual data is written and mirrored to these drives. Depending on size consider "file group" structure • Network:Switchable Hubs These will reduce your network traffic.CAT5 cable to support 100megabit. Network cards should be 10/100 • Monitors: Recommend 17" SVGA monitors. • Printers: Laser recommended for majority of printing. If delivery receipts are multiple part forms we recommend Okidata series of dot matrix printers. • Communication: 56k baud and internet access are required to obtain assistance from CSI. • Operating software: Microsoft SQL 2000. Windows 95 or later, Crystal report writer if you want to generate reports or access current CSS.Road reports. Terminal Server in WAN setup. Note: (1) Dell servers are very popular (2) CSI personnel do not normally provide hardware or operating software support services. Any support provided by CSI staff will be charged at contracted hourly rate. (3) verify your network integrator or hardware supplier are %microsoft certified". (4) At least during initial setup subscribe to Microsoft's premier support plan. ANNOM 9V Page 2 of 18 Voice(717) 691-6707 Fax(717) 691-6707 CS xom P.O.Box2429 Fnichols@csiroad.com Mechanicsburg, PA 17055-2429 http://www.csiroad-com Selection &Implementation 1.Assemble a team of employees who are responsible for the successful implementation of software applications. 2. Define 6 major business objectives to be accomplished by installing new systems. Quantify the objectives by "net improvement" and their respective timeframe so they can be measured and used as benchmarks. 3.Signed Contract and Down Payment 4. Delivery of software and documentation* 5. Training* Js a segment of CSI billable consulting services and include: A. System Overview and Assistance in development of Implementation Plan. Four to Five day session Recommend that a minimum of two-five people attend. B. Processing a minimum of one week's representative transactions through the system. CSI employees are usually onsite for one week (40-80 man hours ). C. Going "live" 6. Going Live (customer's decision and control),usually 6 to 18 weeks after System Overview of "core" system. Minimum of two CSI employees are on site to assist client's employees in final step of implementation. * Scheduled on receipt of signed contract and down payment. Page 3 of 18 CSIRoadxom P.O. Box 2429 Mech:micsburg, PA 17055-2429 Attn:Mr. Richard Schilling Rocking T Trucking 4555 Jenny Barker Road Garden City,Kansas,67846 INVOICE #1225 Voice(717) 691-6707 Fax(717) 691-6707 Fnichols@csiroad.com http://www.csiroad.com Applications: As referenced in this cover letter CSI.Road items Referenced on page # 1 Payment due (60%) with signed software license agreement: $11,850 Due date: with signed contract Due Dates for balance of license royalty payments: 1. 20% due 30 days after delivery of software 2. 20% due 90 days after delivery of software Forward remittance, (Payable to Computer Support Inc), to: Attn: F. R. Nichols Computer Support Inc. 54 West Main Street Mechanicsburg, PA 17055 tst Page 4 of 1S CSIRoadxom P.O. Box 2429 Mechmiicsburg, PA 17055-2429 Voice(717) 691-6707 Fax(717) 691-6707 Fnichols@csiroad.com http://www.csiroad.com CONTINUED SUPPORT PROGRAM Effective 30 days after live transactions are processed within "Core" applications of CSIRoad Consists of the following services: Telephone Support: Users contact CSI personnel via telephone or modem to resolve concerns with licensed applications during normal business hours (8AM-6PM Eastern Time),Monday thru Friday . After hours service program available at hourly rate of $125, minimum charge,$100 per call. Free Upgrades: Upgrade licensed applications to current CSI software releases. In those instances customer begins live processing without training, parallel processing, or continued support program as described, all support provided is billed at the contracted man hour rate. Software Modifications CSI will do modifications on request. The signed form contained in Annex A is required for each modification requested. Page 5 of 18 LICENSE AND SUPPORT AGREEMENT This AGREEMENT (this "Agreement") made and effective as of the day of , 2001, (hereinafter referred to as the "Effective Date") is by and between the ROCKING T TRUCKING , having a principal place of business at 4555 Jenny Barker Road, Garden City, Kansas, 67846 ("LICENSEE"), and C.S.I., Computer Support, Inc., a Pennsylvania Corporation, ("C.S.I."), having a place of business at 54 West Main Street, Mechanicsburg, Pennsylvania 17055 U.S.A. RECITALS WHEREAS, C.S.I. is the developer and owner of certain design, engineering, fabricating, trade secret, trademark, tradename, applications processing and related intellectual property rights necessary and useful in the design, production, and applications of a full range of software packages and related material ("IP" rights) used and useful in managing all aspects of the trucking, shipping and related industries, including its Motor Carriers software applications designated "CSI.Road" (also referred to herein as the "Licensed Program Materials"); WHEREAS, C.S.I. possesses the further engineering and design capability to provide to LICENSEE, on a regular and ongoing basis, all necessary specialty design and technical support to enable and assist LICENSEE to install, utilize, customize and manage the Licensed Program Materials, as well as to develop additional, related systems, and derivatives of existing programs as may be suitable for deployment in the trucking and common carrier by road industry from time to time; WHEREAS, LICENSEE is engaged in the business of trucking, hauling and shipping by road in USA and within specific areas as serviced on the date hereof through truck terminals , each connected to LICENSEE'S server located in Garden City,Kansas (the "Territory"); WHEREAS, LICENSEE maintains, or is capable of developing with the continuing assistance of C.S.I., appropriate use of C.S.I.'s Licensed Program Materials in managing Licensee's business sufficient to satisfy its anticipated market demands and schedules; Page 6 of 18 WHEREAS, C.S.I. desires to provide its full, regular, and systematic support to, and to vest in, LICENSEE the non-exclusive right to utilize, customize and deploy such software products for use throughout the Territory; and WHEREAS, LICENSEE desires (a) to acquire from C.S.I. a license to use the Licensed Program Materials under the terms and conditions set forth in this license and support agreement (the "License Agreement") and (b) to be supported by the continuing services of C.S.I. in connection with Licensed Program Materials, including the application of know-how, engineering, design and technical support from and through the C.S.I. staff and facilities; NOW THEREFORE, the parties to this Agreement, intending to be legally bound, and for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, hereby agree as follows: ARTICLE I LICENSE AND SUPPORT SERVICES 1.1. C.S.I. will furnish certain program materials and documentation to Licensee, and hereby grants to Licensee, and Licensee accepts, a nontransferable and nonexclusive license to use the Licensed Program Materials within the Territory; provided, however, that such license shall not be deemed to apply to custom applications as may be specified in Annex A hereto and shall not include release of source codes to LICENSEE, provided further, that such licensed rights may be transferable or assignable, in whole or in part, by LICENSEE to such affiliates of LICENSEE, including other subsidiaries or divisions of its parent, Rocking T Trucking (however described), designated by LICENSEE (such persons hereinafter referred to as "Sub licensees"), subject to the terms and conditions set forth in Article III below, and that any such Sub licensees may be entitled to use Licensed Program Materials within a specified territory as may be requested by LICENSEE and consented to by C.S.I., provided further that each such Sub licensee shall execute, and LICENSEE shall provide C.S.I. with a copy of, a Subscription and Assumption Agreement within 60 days of its appointment by LICENSEE as a Sub licensee (generally in the form appended hereto as Annex A). C.S.I. shall not be prohibited from granting other licenses in respect of the Licensed Program Materials, or entering into service agreements in respect thereof within the Territory or otherwise. Page 7 of 18 1.2 LICENSEE agrees with respect to the Licensed Program materials to accept the responsibility for (a) their selection to achieve LICENSEE'S intended results, (b) their installation, (c) their use, and (d) the results obtained therefrom. 1.3 C.S.I. shall, in consideration of the servicing fees provided for in article III below, provide complete and continuing information, research, design and technical support and advice as may be requested from time to time by LICENSEE concerning the design, refinement and application of Licensed Program Materials, including the development of C.S.I. standard and special procedures, for application with Licensed Designs, which procedures shall be developed by C.S.I. in reasonable response to requests for same by LICENSEE. If LICENSEE subscribes to CSI's Continuing Support Program CSI will provide to LICENSEE all technical upgrades and improvements as CSI may make upon the Licensed Program Materials from time to time for no additional license fees . 1.4 The applications licensed to Licensee are: Referenced in this License Agreement dated the effective date hereunder covering Order Entry /Dispatching, Freight Billing, Driver Settlement, Fuel and Mileage Reporting, and usually including: Accounts Receivable/ Payable, and General Ledger as contained in the software system ]mown as CSI.Road. 1.5 C.S.I. expressly reserves the right to determine, in its sole discretion, whether any location transfer of applications of the Licensed Program Materials or additional computer access is (a) in support of LICENSEE'S business within the Territory, (b) is otherwise a new site, (c) is beyond or outside the Territory, (d) is made to an entity (whether an affiliate of LICENSEE, a third party, or otherwise) and which, in the cases of (b), (c) or (d), use is therefore not covered by this Licensing Agreement without applying the sub licensee procedures set forth in Article III. 1.6 Specialized services may be provided from time to time by C.S.I. upon request for such services by LICENSEE or any of its approved Sub licensees. The parameters of any such requested service shall be clearly set forth by LICENSEE, and may include joint research and development of custom or specific applications as may be agreed to by C.S.I. pursuant to such request. By way of example, and not by way of limitation, specialized services may include computer-related consulting services including data conversion, application modifications and integration of programs with other related or unrelated business applications. Page 8 of 18 ARTICLE II CHARGES 2.1.A The one-time licensing charge for the licensed use by the LICENSEE (10 concurrent users)of the above-described licensed program materials shall be $18,500, including any down or pre- payment previously made. 2.1.B LICENSEE may subscribe additional users for the one time charge of $1,500 for each additional user. 2.2 Consulting services,including initial operating software setup and/or preparation of cost estimates for software modifications, shall be paid and payable to C.S.I. for services requested at the hourly rate of $125. Travel and living expenses are also charged as may be required by C.S.I. in order to provide services in the appropriate circumstances, including for set-up and training work to be performed at LICENSEE'S premises in Garden City, Kansas, and shall be promptly reimbursed by LICENSEE upon notice by C.S.I. at the rate incurred. Delayed or withheld payments may result in application shutdown. C.S.I.'s additional fees commence on the 30th day after delivery of CSI.Road to LICENSEE. It being further provided that personnel of C.S.I. assigned to service the account and systems of LICENSEE shall be selected at the reasonable discretion of C.S.I. and that neither LICENSEE nor any affiliate of LICENSEE shall cause or allow such C.S.I. personnel to quit employment with C.S.I. and become employed by LICENSEE or any of its affiliates for a period of two years after the termination of this License Agreement unless a finder's fee of no less than 50% of the first 12 months' compensation package for such personnel shall also be paid to C.S.I. upon such hiring. 2.3 All payments to be made by LICENSEE to C.S.I. under this Agreement shall be made to C.S.I. at its offices as indicated in the Notices section of this License Agreement or at such other location as C.S.I. may notify LICENSEE- 2.4 All references to "dollars" or "$° shall be to lawful currency of the United States. APPLICABLE TAXES 2.5 In addition to the charges specified under this Agreement, the LICENSEE agrees to pay amounts equal to any taxes resulting Page 9 of 18 from this License Agreement, or any activities hereunder, exclusive of property taxes and taxes based on net income. ARTICLE III Additional FEES 3.1 Annual charge of $7,000 for license and continuing support services provided by C.S.I. The amount quoted is subject to change on an annual basis. 3.2 $1,500 for each user when number of users exceed the number referenced in license agreement. LICENSEE agrees to keep complete records of all data necessary for the determination and computation of royalties (number of users) and further agrees to permit such records to be examined from time to time, after reasonable notice received from C.S.I. during LICENSEE'S normal business hours, to the extent necessary to verify the validity of said written reports, such examination to be made at the expense of C.S.I. by accountants designated by C.S.I. and acceptable to LICENSEE. Page 10 of 18 A. CONFIDENTIALITY; PROPRIETARY RIGHTS INDEIyIIQIFICATION 4.1 C.S.I. represents and warrants to LICENSEE: (a) That it owns the entire right, title and interest in and to the Licensed Program Materials, including, without limitation, the IP rights, and all proprietary rights therein, free and clear of all liens, known claims, security interests or other encumbrances; (b) That neither the Licensed Program materials, including, without limitation, the IP rights, nor any of the intended uses thereof, will infringe any patents, copyrights, trade secrets, or other proprietary rights of any third parties (including, without limitation, any present or former employees, consultants or shareholders of C.S.I.); and C.S.I. has no reason to believe that any such infringement claims could be made; and (c) That C.S.I. and the Licensed Program Materials are Year 2000 compliant in all material respects. 4.2 LICENSEE and C.S.I. shall each take reasonable and continuing steps to protect the secrecy and confidentiality of information received (and designated as such by the party with proprietary interests in such information) under this License Agreement, using the same degree of care to protect the information that it takes with its own confidential information, and each will only intentionally disclose the information to such of its employees or any Sub licensee as required to use the information or the Licensed Program Materials and only then under an obligation of secrecy binding upon such employees coextensive with the parties, obligation of secrecy. Sub licensees chosen to use Licensed Program Materials, or parts thereof for, or through, LICENSEE will be required to sign a non-disclosure agreement before LICENSEE may disclose confidential information to Sub licensee. The obligation of secrecy and confidentiality shall not apply to any information which: (1) is already known to the party receiving such confidential information; (2) is or becomes generally known to the public through no wrongful act of the party charged with protecting such confidentiality; (3) is received by a party without restriction from a third party; (4) has been or is furnished by the party owning such proprietary interests to a third party without imposing restrictions against use and disclosure similar to those imposed on the party receiving such disclosure herein; or (5) must be publicly disclosed by such party pursuant to the requirements of law, judicial process Page 11 of 18 or governmental regulation. This covenant shall continue for a period of two (2) years after the date of termination of this Agreement. 4.3 Upon the reasonable request of C.S.I., LICENSEE shall assist C.S.I. in a reasonable way and at C.S.I.'s cost and expense, in executing such filings, documents, licenses and actions as may be required to protect the intellectual property and other rights of C.S.I. in the Licensed Program Materials within the Territory, and LICENSEE shall take or permit no action as may compromise or infringe upon such rights of C.S.I. within the Territory or otherwise. 4.4 LICENSEE shall not duplicate, distribute, demonstrate to any third party, nor lend the Licensed Program Materials without the prior, written consent of C.S.I., which consent, in the case of affiliates of LICENSEE, shall not be unreasonably withheld. 4.5 The parties recognize and acknowledge that LICENSEE may, in the ordinary course of LICENSEE'S business, provide its own data or information from time to time to its customers, and in doing so, may utilize the Licensed Program Materials as a means of researching or delivering such data or information; provided, however, that nothing in this Section 4.5 shall in any way amend, abridge, relieve, excuse or obviate LICENSEE'S obligation with respect to use, restrictions, treatment and control of the Licensed Program Materials as set forth generally in this Article IV, and provided further that nothing contained in this Section 4.5 or elsewhere in this License and Support Agreement, notwithstanding any provision to the contrary, shall create or be deemed to create, any rights, claims, benefits, privity „ reliances or expectations in any person who is not a party to this License and Support Agreement either as a third party or incidental beneficiary, or otherwise. In the event that any third party, without regard to whether such party has been previously identified to CSI, who shall receive information or data from LICENSEE utilizing the Licensed Program Materials shall bring any legal action, assert a claim or make a threat or demand of any nature whatsoever upon C.S.I. as a direct or indirect result of LICENSEE's use of or reliance upon, the Licensed Program Materials, including as contemplated in this Secion 4.5, LICENSEE shall indemnify C.S.I., hold C.S.I. harmless and, at the option of C.S.I. assume the defense of C.S.I. in any such action or proceeding, or with respect to any such threat or demand. B. LIMITED WARRANTY 4.6 The Licensed Program Materials will perform generally as demonstrated, provided that it is (a) operated in accordance with the instructions provided LICENSEE by C.S.I. and (b) used on a designed, standard, satisfactorily functioning computer in accordance with specifications provided to LICENSEE by C.S.I. 4.7 C.S.I. makes no representation or warranty, special or general, that the functions contained in the Licensed Program Materials will meet the LICENSEE'S requirements or will operate in the combinations which may be selected for use by the LICENSEE, or that the operation Page 12 of 18 will continue without interruption or error, or that all program defects will be corrected. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE . C. LIMITATION OF REMEDIES 4.8 C.S.I.'s entire liability and the LICENSEE'S exclusive remedy shall be limited as follows: In all situations involving performance or non-performance of Licensed Program Materials furnished under this License Agreement, LICENSEE'S remedy is (a) the correction by C.S.I. of program defects, or (b) if after repeated efforts made in good faith, C.S.I. is unable to cause the program to operate as warranted, LICENSEE shall be entitled to recover only actual damages to the extent set forth in the following paragraph and shall in no event include consequential, special or punitive damages. C.S.I.'s liability for damages to the LICENSEE for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including without limitation, an action sounding in negligence, shall be limited to a refund of the one- time licensing fee actually paid for non-functioning portion of licensed application and shall not include any refund of fees for services actually paid or invoiced in connection with such non- functioning portion, provided however that such entitlement to refund shall be exclusive of fees and payments made for services rendered or hardware. ARTICLE V TERM OF AGREEMENT= TERMINATION 5.1 Unless earlier terminated as provided hereinafter, this Agreement is perpetual with the exception of Continued Support which is automatically renewed annually at the current prevailing rate . Failure to pay license fees or other invoices when due may result in interrupted operation of the family of CSIRoad products. Page 13 of 18 5.2 If at any time either party shall become insolvent, or if any party shall be in material default of any of its obligations under this Agreement, or any of such party's representations or warranties set forth herein shall be determined to be materially false or incorrect or if formal proceedings shall be commenced to administer either party's affairs or to liquidate its assets, or, if the ownership of either party as presently constituted should change in such a way as to materially and adversely affect such party's ability to perform its obligations under this Agreement, the other party may, at it option, and upon or after the expiration of thirty (30) days advance notice in writing given to the first party of its intention to do so (and, in the case the notice is given for default, if the default is not meanwhile cured), declare this Agreement terminated by a second written notice to the other party, and thereupon all licenses, rights and privileges of LICENSEE or Sub licensees or of C.S.I., as the case may be, hereunder shall cease, except (a) that the licenses, rights and privileges granted under Article I hereof shall continue as to all Licensed Program Materials delivered prior. to said termination of this Agreement, (b) that LICENSEE and Sub licensees shall have the right to continued use of such Licensed Program materials without the benefit of continued service or subsequent improvements not existing as of the time of such termination and (c) that C.S.I., or its successors and assigns shall, to the extent permitted by applicable law, transfer and assign all source codes relevant to CSI.Road to an independent bank, trust company or law firm of its selection which shall retain such source codes for the benefit of all C.S.I. licensees. 5.3 No termination of this Agreement by expiration or otherwise shall release LICENSEE (or Sub licensee) from any of its obligations accrued hereunder (including its obligations under Article III to furnish statements and to pay compensation with respect to Sub licensees or rescind or give rise to any rights to rescind anything done or any payment made or other consideration given to either party hereunder prior to the time such termination becomes effective. Page 14 of 18 ARTICLE VI NOTICES 6.1 Notices of every nature to be given pursuant to this Agreement shall be given in writing and addressed to the other party at the address stated below or at any other address notice of which is given by one party to the other in accordance with this Article VI: If to LICENSEE: ROCKING T TRUCKING 4555 Jenny Barker Road Garden City, Kansas, Telephone #: (800)421-5315 Fax #: If to C.S.I.: COMPUTER SUPPORT, INC. 54 West Main Street Mechanicsburg, PA 17055 Telephone (717) 691-6707 Fax:(717)691-7303 Any notice shall be deemed to have been duly given if and when regularly sent by telex, electronic mail, or fax (if confirmed by letter mailed within two (2) days thereafter) or if and when delivered by any other method furnishing receipt of delivery, including by recognized delivery service or by hand. ARTICLE VII MISCELLANEOUS 7.1 This License Agreement will inure to the benefit of and be binding upon the parties. This License Agreement is personal to the parties and may not be assigned or otherwise transferred by either of them without the prior, written consent of the other- 7.2 This Agreement contains all of the terms and conditions agreed upon by the parties hereto, and supersedes all prior agreements (including any and all exchanges by correspondence, telephone, e-mail, or memorandums of agreement), promises, covenants, arrangements, communications, whether representations or warranties, whether oral or written by any officer, employee or representative of any party, and no other agreement, oral or otherwise, regarding the subject matter of this License Agreement shall be deemed to exist or bind any of the parties hereto. C.S.I. hereby acknowledges and agrees that no further amounts are due to be paid to C.S.I. under the previous memorandum of Page 15 of 18 Agreement or any interim Agreement between the parties, which agreements are superseded hereby. 7.3 LICENSEE IRREVOCABLY AGREES, AND FULLY UNDERSTANDS, THAT ALL LAWSUITS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS LICENSE AGREEMENT, INCLUDING THOSE RELATING TO MATTERS OF PERFORMANCE OR RESULTING FROM THIRD PARTY CLAIMS AGAINST ANY PARTY SHALL BE BROUGHT EXCLUSIVELY IN EITHER THE COMMON PLEAS COURT FOR THE COUNTY OF CUMBERLAND, PENNSYLVANIA, OR IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA. EACH PARTY TO THIS LICENSE AGREEMENT AGREES TO IRREVOCABLY SUBMIT TO THE PERSONAL JURISDICTION OF SUCH COURTS AND HEREBY WAIVES ANY OBJECTION TO PROPER VENUE RESTING THEREIN AND FURTHER WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUCH LAWSUIT. IN THE EVENT SAID LAWSUIT IS SUCCESSFULLY CONCLUDED IN C.S.I.'S FAVOR,C.S.I. SHALL BE ENTITLED TO RECOVER, FROM LICENSEE, REASONABLE LEGAL FEES AND COSTS INCURRED BY C.S.I. IN THE LAWSUIT, IN ADDITION TO ANY OTHER RELIEF TO WHICH C.S.I. MAY BE ENTITLED 7.4 It is the intent of the parties that the validity, interpretation, and performance of this Agreement shall be governed by the internal laws of the Commonwealth of Pennsylvania, USA, without regard to its conflicts of laws. 7.5 This Agreement may be amended, modified or supplemented only by written agreement of the parties, or by their respective duly authorized officers authorized, at any time, provided that no such amendment, modification or supplement shall become effective until such time as both parties shall have executed such writing, and until such time, the provisions of this Agreement shall remain in full force and effect. 7.6 This Agreement, and any amendment hereto, may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 7.7 Neither Licensee nor C.S.I. shall have any responsibility to perform services for or to assume contractual obligations which are the obligation of the other party under this Agreement; nothing herein shall constitute LICENSEE or_C.S.I. as a joint venturer, partner, agent, representative or employee of the other party. 7.8 In the event any provision or any part of a provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, provided it does not materially alter the substance of the agreement between the parties, such holding shall not invalidate or render unenforceable any other provision or part of this License Agreement. 7.9 The captions contained herein are included for convenience only and shall not be considered a part hereof or affect in any manner the construction or interpretation hereof. Page 16 of 18 7.10 Any controversy over the construction of this Agreement shall be decided neutrally according to its terms and without regard to events of authorship or negotiation. 7.11 This Agreement is not assignable; neither the licenses granted hereunder nor any of the licensed program material or copies thereof may be sublicensed, assigned or transferred by the Licensee without the prior written consent of C.S.I. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this License Agreement other than as provided for and under the terms of Article III is void. C.S.I_ is not responsible for failure to fulfill its obligations under this License Agreement due to causes beyond its control. 7.12 No action, regardless of form, arising out of this Agreement may be brought by either party more than two years after cause of action has arisen, or, in the area of non-payment, more than two years from the date of the last payment. IN WITNESS WHEREOF, the parties have executed this Agreement and caused their Corporate seals to be hereunto affixed as of the day and year first above written. COMPUTER SUPPORT, INC. By: Title: Date: ROCKING T TRUCKING By: . C,? A TitleMlz) ic c.no140.0 Date: . lZj ( I/ Ot Page 17 of 18 Annex A Modification Estimate TO. From: Date: Re: By the Company's signature below, the Company acknowledges and represents that the current version of CSI.Road has been installed and is functioning properly. The Company has reviewed the applications, processed transactions, and is requesting the modification listed on attached exhibit. The Company understands that there is a reasonable probability the time and cost to implement the modification will exceed the respective estimates listed below. The Company understands that CSIRoad is a database application and the modification made may cause a "ripple" affect throughout the application which may take longer to disclose and longer to implement the appropriate modification than anticipated. The Company understands that it is their responsibility to test the modifications with their information prior to using the modification in a production environment. The description of modification requested is described on accompanying exhibit. The estimated hours are: The down payment amount is: When approval and down payment are received, the modification will be assigned a project # which will also appear on invoices sent to the Company. A draw is established against the down payment. The amounts over and above the down payment will be paid within terms specified on the invoice. As work effort progresses CSI representative will keep company appraised of project status. Signature and date for Approval: Date: Company Representative The project # is: The targeted completion date is: EXHIBIT B 4 CS1 Invoice Number: Terms: Rocking T Truckinq Attn: 12150 Cactus Feeders Rd Cactus, TX 79013 Reference Description License Fees additional companies set up under CSIRaod Computer Support, Inc. P.O. Box 2429 Mechanicsburg, PA 17055-2429 USA INVOICE Saturday, March 29, 2008 00010303-0 ** Due upon receipt ** Hours Rate Total 10.00 19,750.00 $197,500.00 Invoice Total: 10.00 PLEASE REFERENCE INVOICE NUMBER: 00010303-0 ON REMITTANCE Make Checks Payable to: Computer Support, Inc. P.O. Box 2429 Mechanicsburg, PA 17055-2429 Attention: Accounts Receivable Administrator $197,500.00 Page 1 e ' EXHIBIT C 1 I 1 f Crd 2 coMPUIPIEWFe svrIoRr, INC. Rocking T Trucking 12150 Cactus Feeders Rd Cactus, TX 79013 Sequence Description Computer Support, Inc. P.O. Box 2429 Mechanicsburg, PA 17055-2429 USA CREDIT MEMO Credit Memo: CM00000283 Transaction Date: 7/29/2008 A correct invoice for companies setup and used in a non test environment follow. Amount 1 License Fees additional companie ($197,500.00) 2 License Fees $0.00 Total: ($197,500.00) A , 1 EXHIBIT D 4 1 . 0 C S1 2 COMPUTER SUPPORT, INC, Invoice Number: Terms: Rocking T Trucking Attn: 12150 Cactus Feeders Rd Cactus, TX 79013 Reference Description Computer Support, Inc. P.O. Box 2429 Mechanicsburg, PA 17055-2429 USA INVOICE Tuesday, July 29, 2008 00010671-0 ** Due upon receipt ** Billing for week ending: 7/25/08 Hours Rate Total sytek leasing fed id 760701087 american radio corp 481043613 wcsinc 481107415 innovative solutions 481210292 ark river carriers 481214711 transportation consu lting 752124945 agro trans 710949756 1.00 19,750.00 $19,750.00 1.00 19,750.00 $19,750.00 1.00 19,750.00 $19,750.00 1.00 19,750.00 $19,750.00 1.00 19,750.00 $19,750.00 1.00 19,750.00 $19,750.00 1.00 19,750.00 $19,750.00 Invoice Total: 7.00 $138,250.00 PLEASE REFERENCE INVOICE NUMBER: 00010671-0 ON REMITTANCE Make Checks Payable to: Computer Support, Inc. P.O. Box 2429 Mechanicsburg, PA 17055-2429 Attention: Accounts Receivable Administrator Page 1 L n -- L! c D Lu . .f CJ` M T 0) a ?V) -0 U 0 CC6 t ?- --? Todd J. Shill Attorney I.D. No. 69225 John R. Martin Attorney I.D. No. 204125 RHOADS & SINON LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff COMPUTER SUPPORT, INC., Plaintiff, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. ROCKING T, INC., Defendant. CIVIL ACTION - LAW NO. 08-4808 JURY TRIAL DEMANDED ****************************************************************************** CERTIFICATE OF SERVICE I hereby certify that on the 14'' day of August, 2008, a true and correct copy of Plaintiff's Complaint and Notice to Defend was served by means of United States certified mail, return receipt requested, upon the following: Rocking T, Inc. 320 Schley Hereford TX 79045 and Rocking T, Inc. 12150 Cactus Feeders Road Cactus TX 79013 The original, signed return receipts are attached hereto as Exhibit A. A AIM-. John R. Martin Date: S /14 /0 8 700801.1 .? A% ¦ Complete items 1, 2, and 3. Also complete A. Sl n u item 4 if Restricted Delivery is desired. ? Agent ¦ Print your name and address on the reverse X ? Addressee so that we can return the card to you. B. ( ted ) C. Date of Delivery M Attach this card to the back of the maiipiece, ? or on the front if space permits. D. Is deli address cliffe from item 1? ? Yes 1. Article Addressed to: H YES, enter delivery address below: ? No ROCKING T, INC. 320 SCHLEY HEREFORD TX 79045 3. ce Type Certified Mail ? Express Mail Registered ? Return Receipt for Merchandise ? Insured Mail ? C.O.D. 4. Restricted Delivery? (Extra Fee) ? Yes 2. Article Number 7007 2680 0002 0356 3735 (r-W- from -ke k beo PS Form 3811, February 2004 Domestic Return Receipt 102595-02-M-1540 ¦ Complete items 1, 2, and 3. Also complete A ure item 4 if Restricted Delivery is desired. ¦ Print your name and address on the reverse ? nt so that we can return the card to you. ¦ Attach this card to the back of the mailpiece, B. Received by (prfn ) C. Date of Delivery or on the front If space permits, 1. Artlcis Addressed to- D. is delivery ? Yes If YES, enter rese ? No ROCKING T, INC. 12150 CACTUS FELD'.H',-is RD C. ? ' 1 S Tzy 7SCr13 Ce TWO Certified Mall 0 Express Mail ? Registered ? Return Receipt for Merchandise ? Insured mail ? C.O.D. 4. Restricted Delivery) (Extra Fee) ? Yes 2. Article Number 7007 2680 0002 0356 3742 (rMsfer from servke kw PS Form 3811 Februar 2004 , y Domestic Ret urn 102595-02•M-1540 EXHIBIT A A"6 %r COMPUTER SUPPORT, INC., IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, CIVIL ACTION - LAW vs. ROCKING T, INC., NO. 08-4808 CIVIL TERM Defendant. : JURY TRIAL DEMANDED NOTICE OF FILING NOTICE OF REMOVAL TO THE PROTHONOTARY: PLEASE TAKE NOTICE that a Notice of Removal has been filed by Defendant Rocking T, Inc. to remove the above-captioned action from the Court of Common Pleas of Cumberland County, Pennsylvania, to the United States District Court for the Middle District of Pennsylvania. This removal was accomplished pursuant to the authority of the Judiciary and Judicial Procedure Act, 28 U.S.C. §1441 et seg. A copy of the Notice of Removal filed with the United States District Court for the Middle District of Pennsylvania is attached hereto as Exhibit A. Pursuant to 28 U.S.C. §1446(d), the filing of the Notice of Removal in the United States District Court for the Middle District of Pennsylvania, together with the filing of a copy of the Notice of Removal with this Court, effects the removal of this action and this Court shall proceed no further unless and until this case is remanded. Respectfully submitted, B an . Downey (PA 59891) Astifi G. Weber (PA 89266) PEPPER HAMILTON LLP 100 Market Street, Suite 200 Post Office Box 1181 Harrisburg, Pennsylvania 17108-1181 717.255.1155 717.238.0575 (Fax) downeyb@pepperlaw.com webeTjg@pepperlaw.com Attorneys for Defendant Dated: September 9, 2008 Rocking T, Inc. -2- f3e-41?i? # Case 1:08-cv-01672-YK Document 1 Filed 09/09/2008 Page 1 of 5 IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA COMPUTER SUPPORT, INC., Plaintiff, VS. ROCKING T, INC„ Defendant. CIVIL ACTION NO. qg"6 Electronically Filed NOTIjQE QE, jR--EMQVAjL Defendant Rocking T, Inc. ("Rocking T") hereby removes this action from the Cumberland County Court of Common Pleas of the Commonwealth of Pennsylvania to the United States District Court for the Middle District of Pennsylvania pursuant to 28 U.S.C. § 1441. In support thereof, Rocking T avers as follows: 1. On or about August 11, 2008, Computer Support, Inc. ("Plaintiff') commenced this action by filing a Complaint in the Cumberland Case 1:08-cv-01672-YK Document 1 Filed 09/09/2008 Page 2 of 5 County Court of Common Pleas of the Commonwealth of Pennsylvania. A true and correct copy of the Complaint is attached hereto as Exhibit A. 2. The Complaint was served on Rocking T on August 15, 2008. ROUNDS, FAR ,REMOVAL Diversity Jurisdiction 3. Plaintiff is a Pennsylvania corporation and a citizen of Pennsylvania and was a citizen of Pennsylvania at the time it filed the Complaint. (Ex. A, Complaint ¶ 1). 4. Rocking T is a Texas corporation with its primary place of business in Cactus, Texas, and therefore is deemed a citizen of Texas and was a citizen of Texas at the time Plaintiff filed the Complaint. (Ex. A, Complaint ¶ 3). 5. Plaintiff seeks damages in excess of $75,000 and, therefore, the amount in controversy is in excess of $75,000. (Ex. A, Complaint ¶ 23). 6. Pursuant to 28 U.S.C. § 1332, this Court may properly exercise diversity jurisdiction over this claim because it is between citizens of different states and the amount in controversy exceeds $75,000. Furthermore, the defendant is not a citizen of Pennsylvania. 7. Pursuant to 28 U.S.C. § 1441(a), this action is removable to this Court by Rocking T. -2- Case 1:08-cv-01672-YK Document 1 Filed 09/09/2008 Page 3 of 5 8. Notice of removal shall be filed within 30 days from receipt of a copy of the initial pleading setting forth the claim for relief upon which the action or proceeding is based, 28 U.S.C. § 1446(b). 9. This Notice of Removal is timely because it is being filed less than thirty (30) days after receipt of the Complaint. See 28 U.S.C. § 1446(b). 10. A copy of the Complaint, the only process, pleading or order served on Rocking T, is attached as Exhibit A. 11. A Notice of Filing this Notice of Removal is being filed with the Court of Common Pleas for Cumberland County, Pennsylvania, in accordance with 28 U.S.C. § 1446(d). A copy of the Notice of Filing Notice of Removal is attached hereto as Exhibit B. 12. A copy of this Notice will be served upon Plaintiff as required by 28 U.S.C. § 1446(d). -3- Case 1:08-cv-01672-YK Document 1 Filed 09/09/2008 Page 4 of 5 WHEREFORE, Defendant Rocking T, Inc. hereby removes this action from the Cumberland County Court of Common Pleas of the Commonwealth of Pennsylvania to the United States District Court for the Middle District of Pennsylvania. Respectfully submitted, s/Jusfin G, Weber Brian P. Downey (PA 59891) Justin G. Weber (PA 89266) PEPPER HAMILTON LLP 100 Market Street, Suite 200 P.O. Box 1181 Harrisburg, PA 17108-1181 717.255.1155 717.238.0575 (Fax) downeyb@pepperlaw.com weber] g@pepperlaw.com Dated: September 9, 2008 Attorneys for Defendant Rocking T, Inc. -4- Case 1:08-cv-0 1 672-YK Document 1 Filed 09/09/2008 Page 5 of 5 CEHjIFICATE QF SERprra .? VICE a r i o I certify that on September 9, 2008, a copy of the foregoing Notice of Removal was served on counsel of record by United States mail, first class postage prepaid, addressed as follows: Todd J. Shill, Esquire John R. Martin, Esquire Rhoads & Sinon LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 s/Justin G. Weber Justin O. Weber (PA 89266) Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 1 of 42 EXHIBIT A • Case 1:08-cv-01672-YK Document 1-2 Filed 09109/2008 Page 2 of 42 Todd J. Shill C: p "?` Attorney I.D. No. 69225 Co i John R. Martin r`a' r Attorney I.D. No. 204125 c-) r9 RHOADS & SiNON LLP One South Market Square, 12th Floor ,. ? F.Q. Box 1146 '.' ..= ; ;; Harrisburg, PA 17108-1146 .. -- na c i n (717) 233-5731 K Attorneys for Plaintiff COMPUTER SUPPORT, INC., IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff, PENNSYLVANIA V. CIVIL ACTION -- LAW ROCKING T, INC., NO. ()@A808 Defendant. JURY TRIAL DEMANDED NOVICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claim 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 OR YOU CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. CUMBERLAND COUNTY BAR ASSOCIATION 2 Liberty Avenue Carlisle, PA 17013 (717) 249-3166 699590.1 Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Todd J. Shill Attorney I.D. No. 69225 John R. Martin Attorney I.D. No. 204125 RHOADS & SINON LLP One South Market Square, 12th Floor P.O, Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff Page 3 of 42 COMPUTER SUPPORT, INC., IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff, PENNSYLVANIA V. CIVIL ACTION - LAW ROCKING T, INC., NO. Defendant. JURY TRIAL DEMANDED COMPLAOT NOW COMES Plaintiff, Computer Support, Inc. (hereinafter "CSI % by.and through its counsel, Rhoads & Sinon LLP, and files the within Complaint as follows: 1. CSI is a corporation organized and existing under the laws of the Commonwealth with a business address of P.O. Box 2429, Mechanicsburg, Pennsylvania 17055-2429. 2. CSI is a provider of computer software for the trucking industry. 3. Defendant, Rocking T, Inc. (hereinafter "Rocking 7), is a corporation existing under the laws of the State of Texas with registered offices located at 320 Schley, Hereford, Texas 79045, and a principle place of business located at 12150 Cactus Feeders Road, Cactus, Texas 79013. 4. Rocking T is engaged in the trucking business. 5. In or around December 2001, CSI entered into a License and Support Agreement with Rocking T (the "Agreement"), whereby CSI agreed to license its CSI.Road computer Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 4 of 42 software to Rocking T for a license fee of $19,730.00. A true and correct copy of the Agreement is attached hereto as Exhibit A and is incorporated herein by reference. 6. In or around March 2008, while performing a routine service call for Rocking T, CSI discovered that other companies (in addition to Rocking T) were using its software without first obtaining a separate license from CSI, in direct contravention of the express terms of the Agreement. (Sg Exhibit A p. 12.) 7. These companies include: Sytek Leasing, LP; American Radio Corp.; WCS, Inc.; Innovative Data Solutions, Ltd.; Ark River Carriers, Inc.; Transportation Consulting, Inc.; and Agro Trans., LLC. 8. It is believed, and therefore averred, that Rocking T provided CSI's licensed software to these companies (presumably in exchange for monetary consideration) without first obtaining permission or authorization from CSI, as is required under the terms of the Agre?nnent. 9. Based on its findings, CST informed Rocking T that additional charges would be imposed to reflect the separate licensing fees that Rocking T should have received for these companies' use of its software application. 10. To that end, CSI sent an Invoice to Rocking T, No. 10303-0, reflecting the, amount due and owing for "License Fees: additional companies set up under CSI.Road." A true and correct copy of Invoice No. 10303-0, dated March 29, 2008, is attached hereto as Exhibit B and is incorporated herein by reference. 11. The total amount due and owing under Invoice No. 10303-0 was $197,500.00. At the time, CSI believed that there were ten (10) additional companies using its licensed software. The total amount reflected on Invoice No. 10303-0 was derived by taking the one-tinge license fee ($19,750.00) and multiplying it by the number of suspected additional companies (10), 2- • Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 5 of 42 12. Upon receiving Invoice No. 10303-0, Rocking T contested the same and notified CSI that these additional companies were "test" companies set up for "training purposes only," but were no longer in use. 13. Trusting Rocking T's representations, CSI opted to forego enforcement of Invoice No. 103030. 14. However, Rocking T's subsequent actions and representations have revealed that the additional companies are, in fact, actual business entities, and not merely "test" companies, as Rocking T led CSI to believe, 15. For example, upon receipt of Invoice No. 10303-0, Rocking T informed CSI that the additional companies were merely "test" companies that were no longer in use. At that time, Rocking T promised to remove these companies from its system. 1.6. Months later, however, Rocking T had not removed these companies from its system, but rather, asked CSI if they could remain on the system so that Rocking T could "look at history if the need ever arises." 17. CSI has repeatedly asked Rocking T for clarification on why it would need access to the "history" of these supposed "test" companies, which presumably, Rocking T had not used in quite some time. 18. Rocking T has failed and refused to respond to CSI's requests for clarification. 19. CSI has confirmed the presence of seven (7) companies (as opposed to ten (10), j, the number of companies previously represented by Invoice No. 10303-0) other than Rocking T using its software without first obtaining a separate license. 20. As a result, on or about July 29, 2008, CSI reinstated its demand for payment. -3- Case 1: 08-cv-0 1 672-YK Document 1-2 Filed 09/09/2008 Page 6 of 42 21. To that end, CSI issued a Credit Memo, No. CM00000283, to offset the amount previously assessed against Rocking T under Invoice No. 10303-0. A true and correct copy of Credit Memo No. CM00000283, dated July 29, 2008, is attached hereto as Exhibit C and is incorporated herein by reference. 22. CSI sent a revised Invoice to Rocking T, No. 10671-0. A true and correct copy of Invoice No. 10671-0, dated July 29, 2008, is attached hereto as Exhibit D and incorporated herein by reference. 23. The total amount reflected on Invoice No. 10671-0, $138,250.00, was derived by taking the one-time license fee ($19,750.00) and. multiplying it by the actual number of additional companies (7). 24. Rocking T has failed and refused to respond to CSI's requests for payment. 25. In light of Rocking T's conduct, no payment is likely to be forthcoming. COUNTI Breach of Contract) 26. CSI incorporates the above allegations as though fully set forth herein. 27. The Agreements states "LICENSEE shall not duplicate, distribute, demonstrate to any third party, nor lend the Licensed Program Materials without the prior, written consent of C.S.I., which consent, in the case of affiliates of LICENSEE, shall not be unreasonably withheld." (See Exhibit A. p. 12.) 28. By sublicensing, assigning, or transferring CSI's licensed software to at least seven (7) other companies, without first obtaining the prior written consent of CSI, Rocking T has breached the terms of the Agreement. 29. CSI has fully performed its obligations under the terms of the Agreement. -4- • Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 7 of 42 309 Rocking T, on the other hand, has not paid CSI for above-described license fees, and CSI has been damaged as a result. 31. Rocking T's failure to pay CSI as described herein constitutes a breach of the Agreement. WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against Defendant, Rocking T, Inc., in an amount in excess of $50,000.00, which exceeds the jurisdictional limit for compulsory arbitration, together with interest, costs, incidental damages, attorneys' fees, and other damages as allowed by law. COUNT H (Promissory Estootiel) 32. CSI incorporates the above allegations as though fully set forth herein. 33. In the alternative, assuming that Rocking T has no obligation under law to pay CSI pursuant to the terms of the Agreement, CSI relied on the promises of Rocking T to its detriment. 34. As set forth above, in exchange for receipt of the licensed software, Rocking T promised to not sublicense, assign, or transfer the software without first obtaining CSI's written authorization. 35. CSI substantially performed all of its contractual obligations to Rocking T and has delivered to Rocking T a proper Invoice for payment. 36. It was reasonable for Rocking T to expect that its promise to pay would induce CSI to provide the software and services requested. 37. CSI did, in fact, rely on Rocking T's promise to pay. 38. Rocking T has benefited by failing to pay CSI $138,250,00. 39. Injustice will result if Rocking T's promise to pay CSI is not enforced. =5- • Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 8 of 42 WHEREFORE, Plaintiff', Computer Support, Inc., demands judgment in its favor against Defendant, Rocking T, Inc., in an amount in excess of $50,000.00, which exceeds the jurisdictional limit for compulsory arbitration, together with interest, costs, incidental damages, attorneys' fees, and other damages as allowed by law. COUNT III (Unbuit Ei£hmat) 40. CSI incorporates the above allegations as though fully set forth herein. 41. In the alternative, assuming that Rocking T has no obligation under law to pay CSI pursuant to the terms of the Agreement, Rocking T has been unjustly enriched. 42. As set forth above, Rocking T received and accepted the benefit of CST's licensed software and services, but Rocking T has refused to fully compensate CSI for these goods and services. 43. By providing the licensed software to at least seven (7) other companies without the prior written consent of, or payment to, CSI, Rocking T has been unjustly enriched. 44. CSI has suffered financial injury as a proximate result of Rocking T's unjust enrichment. 45. The reasonable value of the foregoing benefits is $138,250.00. 46, It would be inequitable for Rocking T to retain the benefits it received without payment of consideration to CSI. 47. Injustice will result if CSI is denied recovery. WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against Defendant, Rocking T, Inc., in an amount in excess of $50,000.00, which exceeds the jurisdictional limit for compulsory arbitration, together with interest, costs, incidental damages, attorneys' fees, and other damages as allowed by law. -6- Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 9 of 42 COUNT IV (ToEdgm e c i P ve ctu ss B111021116121) 48. CSI incorporates the above allegations as though fully set forth herein. 49. In the alternative, assuming that Rocking T has no obligation under the terns of the Agreement to pay CSI for the licensed software it provided to other companies without CST's permission (via sublicense, assignment, transfer, or otherwise), Rocking T remains liable to CSI for tortiously interfering with CST's prospective contractual and business relationships. 50. Specifically, by providing CSI's licensed software to'at least seven (7) companies, Rocking T intended to prevent contracts or relationships between CST and those companies. 51. Upon information and belief, Rocking T provided CST's licensed software to these companies without CST's knowledge or consent. 52. Rocking T's actions were not privileged or justified. 53. Had these companies obtained software licenses through CSI, they would have been required to pay at least $19,750.00 for each license. 54. As a result of Rocking T's conduct, Rocking T has impacted CST's prospective business and contractual relationships, and has caused, and will in the future cause, CSI to sustain harm. WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against Defendant, Rocking T, Inc., in an amount in excess of $50,000.00, which exceeds the jurisdictional limit for compulsory arbitration, together with interest, costs, incidental damages, punitive damages, attorneys' fees, and other damages as allowed by law. COUNT V (Iltengollal Mfsr ese tats n 55. CSI incorporates the above allegations as though fully set forth herein. -7. • Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 10 of 42 56. Rocking T represented to CSI that the additional companies set up on its system were "test" companies that were created for training purposes and were no longer used by Rocking T. 57. Rocking T failed to inform CSI that these companies were, in fact, actual business entities that would otherwise have to pay CSI a licensing fee for the use of its software. 58. Such acts, omissions, and representations constituted material misrepresentations of fact. 54. The acts, omissions, and representations by Rocking T were false, and Rocking T knew such acts, omissions, and representations to be false at the time that they were made, or were made with reckless disregard as to their falsity, in an attempt to conceal the true identity of the companies that accessed CSI's licensed software. 60. CSI reasonably and justifiably relied on the false, inaccurate, and fraudulent representations made by Rocking T by, i ter ali continuing to perform services for Rocking T pursuant to the terms of the parties' Agreement and/or foregoing enforcement of Invoice No. 10303-0. 61. As a direct and proximate result of the foregoing, CSI has suffered and will, continue to suffer substantial monetary damages. 62. The actions of Rocking T were willful, wanton, and reckless, and CSI is entitled to have punitive damages assessed against Rocking T. WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against Defendant, Rocking T, Inc., in an amount in excess of $50,000.00, which exceeds the jurisdictional limit for compulsory arbitration, together with interest, costs, incidental damages, punitive damages, attorneys' fees, and other damages as allowed by law. 8- Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 11 of 42 COUNT VI fN+sag at Miarearea logn) 63. CSI incorporates the above allegations as though fully set forth herein. 64. Rocking T represented to CSI that the additional companies set up on its system were 'lest" companies that were created for training purposes and were no longer used by Rocking T. 65. Rocking T failed to inform CSI that these companies were, in fact, actual business entities that would otherwise have to pay CSI a licensing fee for the use of its software. 66. The foregoing acts, omissions, and representations of Rocking T were material, fraudulent, intentional, false, inaccurate, and misleading, or, in the alternative, at a minimum, were negligent. 67. Such acts, omissions, and representations constituted material misrepresentations of fact. 68. Rocking T intended to induce CSI to rely upon said false, inaccurate, negligent, or reckless representations. 69. CSI reasonably and justifiably relied on the false, inaccurate, negligent, or reckless representations made by Rocking T. 70. As a direct and proximate result of the foregoing, CSI has suffered and will continue to suffer substantial monetary damages. WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against Defendant, Rocking T, Inc., in an amount in excess of $$0,000.00, which exceeds the jurisdictional limit for compulsory arbitration, together with interest, costs, incidental damages, attorneys' fees, and other damages as allowed by law. 9- Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 12 of 42 Respectfully submitted, RHOADS & SINON LLP By: I.-, ?. 4? Todd J. Shill, Esq. Attorney ID No. 69223 John R. Martin, Esq. Attorney ID No. 204125 RHOADS & SINON LLP One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff' -10- Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 13 of 42 )j, RTEj!CAT1QtJ Fred Nichoia, &pows and mys4 subject to the penalties or is Pa.C.S. § 4904 rrlating to unsworn faitiification to authorities, that the facts set forth in the foregoing Complaint an true and eoirect to the best of his knowledge, information and belief, Fred Nichols , Case 1:08-cv-0 1 672-YK Document 1-2 Filed 09/09/2008 Page 14 of 42 EXHIBIT A Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 15 of 42 CSIRoad,com voiao(717) 691-6707 Fax(727) 691-6707 P.Q 1" 2429 Mme, PA 17053-2429 ate ctp a / /www. I IINPIC&"C.. ea:n December 4, 2001 Dlr. Richard Schilling Rocking T T=Idng 4553 Jenny Barker Road Garden Cityj(awas,67846 Dear Mr. Richard Schilling, Thank you for the opportunity to demonstrate CSI.Road software applications. My proposal for the applications listed is enclosed. The software applications and respective investment acre: CSZ.Road.;$19,750 1-Core Applications: Order Entry, Dispatching, Freight Billing, Driver Settlement, Foal & Mileage. 2-.Accounting: Accounts Receivable, Accounts Payable, Payroll, General Ledger 3.vehicle maintenance and 4asboy interface CSI personnel are also available for cQrputeer related consulting services such as: data conversion, application, modifications, or integration with other business applications. This proposal is valid until December 14,2001. Sincerely, F.R.Nichols Page 1 of 18 Case 1;08-cv-01672-YK Document 1-2 Filed 09/09/2008 CSIRoad.com P.Q. Sox 2424 Mah whaaWM PA 17053-2429 Page 16 of 42 Vciae(7171 691-4707 Fox(117) 691-6707 ra. ttpi/M11, eriror can Recommended Computer Hardware Contact local hardware integrator for a Windows UT 20006arver, network i.a IWW , and eaMuter hardware install *tics includ nip all operating software - • yor remote access (MV) we reaonVAMd CitrLu notafrsme t*rsdaal asrvar conligratioa. yrame Relay, ZOM, vedicated lines, Istomot, or Dial up era aasso-Mication options; selection of which will ismaot application response from user's perspective, • PC'so pentium serial With 128=09 of rom is a:oc0men4ad • pedidatod t;tt]1L Processors 400ls or higher (currently 7001s) Dual processors allow requesto to be processed faster (read 4 write) the dual processors allow OOL to handle the "quests better. Zf your choice is to go with one processor, please make sure you can upgrade your server to two processors in the future. 1 prig of PM Make sure the server allows you to increase your memory in the future Multiple Rand !?rhos 1 hard drive for the operating system & the page file (partition the hard drive) 1 hard drive.for the transaction log (this should be outside the RAID) Wltiple bard drives for the Data using RAID 10 configuration. The actual data is written and mirrored to these drives. Depending on site consider "file group" structure • Xetwexk s Bwit abeable ;tubs These will reduce your network traffic.CATS cable to support 100megabit. Network cards should be 10/100 • Monitors: Recommend 1711 SVOL motitars. • Printers: Lasaar r*ewmoandad for majority of printima. I! delivery receipts are aultirl* part forms we roaamamad OXidatta series of dot matrix printers. • Communication; 36k ]gaud mad internet access are required to obtains assists"* from CBS. • Operating softwar*i 31icxosoft BRL 2000. windows 98 or later, Crystal report writer if you want to generate reports or acocoa eurseut CSS,aoad reperto. Terminal Server in MN astup. Note (1) poll earvears are very popul.ax (2) C" persaw?aI do not suarsml.ly pxvvide hardware or operating softwaro support services. Any support provided by OXI staff will be surged at contracted hourly rate. (3) verily your network integrator or hardware supplier are °miaroseft oertified•. (4) At least during initial setup subscribe to Microsoft's premier support plan. Page 2 of 18 Case 1:08-cv-01672-YK CSI.oad.com P.O. BOX U29 Mwhw4c*ur& FA 17035-429 Document 1-2 Filed 09/0912008 Vaia* (717) 691-6707 rax(717) 691-6707 P?}cbA?aYg„a^i t<'F=!lwww.csiroa gene Page 17 of 42 Selection &Implementation ]..Assemble a tons of employees who are responsible for the successful iMletaeatation of software applications' 3. Define i major business objectives to be acconvlished by installing new systesua. Quantity the objectives by "net iraproverAint" and their respective tirAframe so they can be measured and used as benchmarks. 3.8igned Contract and Dona 8aysaeat 4. Delivery of software and documentation* 5. TeaiaW is a segment of CSI billable consulting services and Muds: A. Syststo Overview and Assistance in development of Implementation Plan. Four to Five day session Recommend that a minimum of two-five people attend. B. Proasedag a minimtme of one week's representative transactions through the system. CST employees are usually onsite for one week ("0 rnan hours), C. Going "live" 6. Going Live (atatomer's decision and control),usually 6 to 18 weeks after System Overview of "core" system. Minimum of two CS1 employees are on site to assist client's employees in final step of fmp)emeatation. " Scheduled on receipt of signed contract and down payment. P4ge 3 of 18 Case 1:08-cu-01672-YK Document 1-2 Filed 09/0912008 CSIRoad.com P.O. Hoc 2429 Ad=haug, PA 17055.1429 Attn:Mr. Richard Schilling Rocking T Trucking 4555 Jenny Barka Road Garden CityXm&&,67846 TNVQICR #1225 Page 18 of 42 Voice(717) 691-6707 !ax(7171 691-6707 Tr:ichola0csrizoad. eon http://www.csiroad.ocm Applications: an referenced in this cover letter CSI.Road Items Referenced on page # i Payment due (60%) with signed software license agreeement : $11, 850 Due date: With signed contract Date Date# for balance of license royalty payments: 1. 20% due 30 days after delivery of software 2. 20% due 90 days after delivery of software Forward remittance, (Payable to Computer Support Inc) , •to: Attn: F. R. Nichols Computer Support Inc. 54 West Main Street Mechanicsburg, PA 17055 Page 4 of la Case 1:08-cv-01672-YK CSlRoad.com P.O. Box 2429 MWWJV*uN, PA 17055-229 V"ce(717) 691-6707 Fox(717) 691-6707 F i 41? s CONTn=D SUPPORT PROGRAM 8ffective 30 days after live transactions are processed within %care"s applications of CSERoad Consists of the following services: Teloybomo Supports Users contact CSI personnel via telephone or modem to resolve concerns with licensed applications during normal business hours (SAM-6PM Eastern Time),Monday thru Friday After hours service program available at hourly rate of $125, minimum charge,$100 per call. tree Upgrades: Upgrade licensed applications to current CST software releases. Acur rar-e Software Modifications CSI will do modifications on request. The signed form contained in Annex A is required for each modification requested. Document 1-2 Filed 09/09/2008 Page 19 of 42 Page 5 of 18 Case 1: 08-cv-0 1 672-YK Document 1-2 Filed 09/09/2008 Page 20 of 42 LICENSE AND SUPPORT AGREEb=T This AGREEMENT (this "Agreement") made and effective as of the day of -,- 2001, (hereinafter referred to as the "Effective Date") is by and between the ROCKING T TRUCRTNG , having a principal place of business at 4555 Jenny Barker Road, Garden City, Kansas, 67846 ("LICENSEE"), and C.S.I., Computer Support, Inc., as Pennsylvania Corporation, ("C.S.I."), having a place of business at 54 West Main Street, Mechanicsburg, Pennsylvania 17055 U.S.A. RECITALS WHEREAS, C.6.1, is the developer and owner of certain design, engineering, fabricating, trade secret, trademark, tradename, applications processing and related intellectual property rights necessary and useful in the design, production, and applications of a full range of software packages and related material ("3:P" rights) used and useful in managing all aspects of they trucking, shipping and related industries, including its Motor Carriers software applications designated "CSI.Road" (also referred to herein as the "Licensed Program Materials"); WHEREAS, C.S.I. possesses the further engineering and design capability to provide to LICENSEE, on a regular and ongoing basis, all necessary specialty design and technical support to enable and assist LICENSEE to install, utilizes, customize and manage the Licensed Program Materials, as well as to develop additional, related systems, and derivatives of existing programs as may be suitable for deployment in the trucking and common carrier by road industry from time to time; WHEREAS, LICENSEE is engaged in the business of trucking, hauling and shipping by road in USA and within mp*cific areas am serviced on the date hereof through truck tearminal& , each connected to LICENSEE'S server located in Carden City,ftneas (the "Territory"); WHEREAS, LICENSEE maintains, or is capable of developing with the continuing assistance of C.S.I., appropriate use of C.S.I.'s Licensed Program materials in managing Licensee's business sufficient to satisfy its anticipated market demands and schedules; Page 6 of 18 Case 1;08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 21 of 42 WHEREAS, C.S.I. desires to provide its full, regular, and systematic support to, and to vest in, LICENSEE the non-exclusive right to utilize, customize and deploy such software products for use throughout the Territory; and WHEREAS, LICENSEE desires (a) to acquire from C.S.I. a license to use the Licensed Program Materials under the terms and conditions met forth in this license and support agreement (the "License Agreement') and (b) to be supported by the continuing services of C.S.I. in connection with Licensed Program Materials, including the application of know-how, engineering, design and technical support from and through the C.S.I. staff and facilities; NOW THEREFORE, the parties to this Agreement, intending to be legally bound, and for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, hereby agree as follows ARTICLE I LIC=SR AM SUPPORT URVIC38 I.I. C.S.I. will furnish certain program materials and documentation to Licensee, and hereby grants to Licensee, and Licensee accepts, a nontransferable and non*xclusive license to use the Licensed Program Materials within the Territory; provided, however,.that such license shall not be deemed, to apply to custom applications as may be specified in Annex A hereto and shall not include release of source codes to LICENSEE, provided further, that such licensed rights may be transferable or assignable, in whole or in part, by LICENSEE to such affiliates of LICENSEE, including other subsidiaries or divisions of its ,parent, Rocking T Trucking (however described), designated by LICENSEE (such persons hereinafter referred to as `Sub licensees") subject to the terms and conditions set forth in Article III below, and that any such Sub licensees may be entitled to use Licensed Program Materials within a specified territory as may be requested by LICENSEE and consented to by C.S.I., provided further that each such Sub licensee shall execute, and LICENSEE shall provide C.S.I. with a copy of, a subscription and Assumption Agreement within 60 days of its appointment by LICENSEE as, a Sub licensee (generally in the form appended hereto as Annex A). C.S.I. shall not be prohibited from granting other licenses in respect of the Licensed Program Materials, or entering into service agreements in respect thereof within the Territory or otherwise. Page 7 of IS Case 1;08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 22 of 42 l.a LICENSEE agrees with respect to the Licensed Program materials to accept the responsibility for (a) their selection to achieve LICENSEE'S intended results, (b) their installation, (c) their use, and (d) the results obtained therefrom. 1.3 C.S.I. shall, in consideration of the servicing fees provided for in article III below, provide complete and continuing information, research, design and technical support and advice as may be requested from time to time by LICENSEE concerning the design, refinement and application of Licensed Program Materials, including the development of C.S.I. standard and special procedures, for application with Licensed Designs, which procedures shall be developed by C.S.I. in reasonable response to requests for same by LICENSEE. If LICENSEE subscribes to CSI's Continuing Support Program CSI will provide to LICENSEE all technical upgrades and improvements as CSI may make upon the Licensed Program Materials from time to time for no additional licensee fees . 1.4 The applications licensed to Licensee are: Referenced in this Licensee Agreement dated the effective date hereunder covering Order Entry/Dispatching, Freigbt Billing, Driver Settlement, Fuel and Mileage Reporting, and usually including: Accounts Receivable /Payable, and General Ledger as contained in the software system known as CSI.Road. 1.5 C.S.I. expressly reserves the right to determine, in its soles discretion, whether any location transfer of applications of the Licensed Program Material's or additional computer access is (a) in support of LICENSEE'S business within the Territory, (b) in otherwise a new site, (c) is beyond or outside the Territory, (d) is made to an entity (whether an affiliate of LICENSEE, a third party, or otherwise) and which, in the cases of (b), (c) or (d), use in therefore not covered by this Licensing Agreement without applying the sub licensee procedures set forth in Article III. 1.6 Specialized services may be provided from time to time by C . S . I , upon request for such services by LICENSEE or any of its approved Sub licensees. The parameters of any such requested service: shall be clearly seat forth by LICENSEE, and may include joint research and development of custom or specific applications as may be agreed to by C.S.I. pursuant to such request. By way of example, and not by way of limitation, specialized services may include computer-related consulting services including data conversion, application modifications and integration of programs with other related or unrelated business applications. Page 8 of 18 Case 1,08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 23 of 42 ARTICLE II CHAMES 2.1.A The one-time licensing charge for the licensed use by the LICENSES (10 concurrent users)of the above-described licensed program materials shall be $18,500, including any down or pre- payment previously made. 2.1.S LICENSEE nay subscribe additional users for the one time charge of $1,500 for each additional user. 2.2 Consulting services,including initial operating software setup and/or preparation of cost estimates for software modifications, shall be paid and payable to C.S.I. for services requested at the hourly rate of $125. Travel and living expenses are also charged as may be required by C.S.I. in order to provide services in the appropriate circumstances, including for set-up and training work to be performed at LICENSEE'S premises in Garden City, Kansas, and shall be promptly reimbursed by LICENSEE upon notice by C. S. I, at 'the rate incurred. Delayed or withheld payments may result in application shutdown. C . S . I . ' s additional fees commence on the 3 0th day after delivery of CSI.Road to LICENSEE. it being further provided that personnel of C.S.I. assigned to service the account acid systems of LICENSEE shall be selected at the reasonable discretion of C.S.I. and that neither LICENSEE nor any affiliate of LICENSEE shall cause or allow such C.S.I. personnel to quit employment with C.S.I. and become wWloyed by LICENSEE or any of its affiliates for a period of two years after the termination of this License Agreement unless a finders fee of no less than 50t of the first 12 months, conlyensaiti.on package for such personnel shall also be paid to C . S . I , upon such hiring. 2.3 All payments to be made by LICENSEE to C.S.I. under this Agreement shall be made to C.S.I. at its offices as indicated in the Notices section of this License Agreement or at such other location as C.S.I. may notify LICENSEE. 2.4 All references to "dollars° or "$w shall be to lawful currency of the United States. APPLIC"LZ TAXES 2.5 In addition to the charges specified under this Agreement, the LICENSEE agrees to pay amounts equal to any taxes resulting Page 9 of 18 Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 24 of 42 from this License Agreement, or any activities hereunder, exclusive of property takes and taxes based on net income. ARTICLE III Additional 1=8 3.1 Annual charge of $7,000 for license and continuing support services provided by C . S. I. The amount quoted is subject to change on an annual basis. 3.2 $1,500 for each user when number of users exceed the number referenced in license agreement. LICENSEE agrees to keep complete records of all data necessary for the determination and computation of royalties (number of users) and further agrees to permit such records to be examined from time to time, after reasonable notice received from G.S.I. during LICENSEE'S normal business hours, to the extent necessary to verify the validity of said written reports, such examination to be made at the expense of C.S.I. by accountants designated by C.S.I. and acceptable to LICENSEE. Pages 10 of 18 Case 1;08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 25 of 42 A. CMIT.I TTALTTXt FRAPJ1 iT1yiY RIWT§ ZWOXKW=CATZQK 4.1 C.S.I. represents and warrants to LICENSEE: (a) That it owns the entire right, title and interest in and to the Licensed Program Materials, including, without limitation, the IP rights, and all proprietary rights therein, free and clear of #11 liens, )Chown claims, security interests or other encumbrances; (b) That neither the Licensed Program Materials, including, without limitation, the IP rights, nor any of the intended uses thereof, will infringe any patents, copyrights, trade secrets, or other proprietary rights of any third parties (including, without limitation, any present or former employees, consultants or shareholders of C . S . I .) ; and C . S . I . has no reason to believe that any such infringement claims could be made; and (c) That C.S.I. and the Licensed Program Materials are Year 2000 compliant in all material respects. 4.2 LICENSEE and C.S.I. shall each take reasonable and continuing steps to protect the secrecy and confidentiality of information received (arid designated as such by the party with proprietary interests in such information) under this License Agreement, using the so= degree of care to protect the information that it takes with its own confidential information, and each will only intentionally disclose the information to such of its employees or any Sub licensees as required to use the information or the Licensed Program Materials and only then under an obligation of secrecy binding upon such employees coextensive with the parties, obligation of secrecy, Sub licensees chosen to use Licensed Program Materials, or parts thereof for, or through, LICENSEE will be required to sign as non-disclosure agreement before LICENSEE may discloser confidential information to Sub licensee. The obligation of secrecy and confidentiality shall not apply to any informations which; (1) is already known to the party receiving such confidential information; (2) is or becomes generally known to the public through no wrongful act of the party charged with protecting such confidentiality; (3) is received by a party without restriction from a third panty; (4) has been or is furnished by the party owning such proprietary interests to a third party without imposing restrictions against use and disclosure similar to those imposed on the party receiving such disclosure herein: or (5) must be publicly disclosed by such party pursuant to the requirements of law, judicial process Page 11 of 18 Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 26 of 42 or govexntnental regulation. This covenant shall continue for a period of two (2) years after the date of termination of this Agreement. 4.3 upon thea reasonable request of C.S,I., LICENSEE shall assist C . S. I . in a reasonable way and at C . S . I . ' s cost and vgwnsea, in executing such filings, documents, licenses and actions as may be required to protect the intellectual property and other rights of C.S.I. in the Licensed Program materials within the Territory, and LICENSEE shall take or permit no action as may compromise or infringe upon such rights of C.S.I. within the Territory or otherwise. 4.4 LICENSEE shall not duplicate, distribute, demonstrate to any third party, nor lend the Licensed Program Materials without the prior, written consent of C.S.I., which consent, in the case of affiliates of LICENSEE, shall not be unreasonably withheld. 4.5 The parties recognize and acknowledge that LICENSEE may, in the ordinary course of LICEN'SEE'S business, provide its own data or information from time to time to its customers, and in doing so, msay utilize the Licensed Program Materials as a means of researching or delivering such data or informations provided, however, that nothing in this Section 4.5 shall in any way amend, abridges, relieves, excuse or obviate LICENSEE'S obligation with respect to use, restrictions, treatment and control of the Licensed Program Matearials as set forth generally in this Article IV, and provided further that nothing contained in this Section 4.5 or elsewhere in this License and Support Agreement, notwithstanding any provision to the contrary, shall create or be deemed to create, any rights, claims, benefits, privity,: reliancesss or expectations in any person who is not a party to this License and Support Agreement either as a third party or incidental beneficiary, or otherwise. In the event that any third party, without regard to whether such party has been previously identified to CSI, who shall receivers information or data from LICENSEE utilizing the Licensed Program Materials shall bring any legal action, assert a claim or make a threat or demand of any nature whatsoever upon C.S.I. an a direct or indirect result of LICENSER'ss use of or reliance upon, the Licensed Program Materials, including as contemplated in this Secion 4.5, LICENSEE shall indemnify C.S.I., hold C.S.I. harmless and, at the option of C.S.I. assume the defense of C.S.I. in any such action or proceeding, or with respect to any such threat or demand. 8. L= VPARRtiAM 4.6 The Licensed Program Materials will perform ge diesrally as demonstrated, provided that it is (a) operated in accordance with the instructions provided LICENSEE by C.S.I. and (b) used on a designed, standard, satisfactorily functioning coMuter in accordance with specifications provided to LICENSEE by C.S.I. 4.7 C.S.I. makes no representation or warranty, special or general, that the functions contained in the Licensed Program Materials will most the LICENSEE'S requirements or will operate in the combinations which may be selected for use by the LICENSED, or that the operation Page 12 of 16 Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 27 of 42 will continue without interruption or error, or that all program defects will be corrected. TM FORXGO= WXRRANTISS ARE IN LIEU Or ALL Q=Xt W UM , EXPRESS= OR IN:P=, INCLUDI BUT NOT LIMIT= TO THE IMPL11M WARRANTIES OF NERC ANTABILITY RNA FIT=SS FOR A PARTICULAR PURPOSE . C . LINITAor „ 4.6 C.S.I,'s entire liability and the LICENSEE'S exclusive remedy shall be limited as follows: In all situations involving performance or non-performance of Licensed Program Materials furnished under this License Agreement, LICENSEE'S remedy is (a) the correction by C.S.I. of program defects, or (b) if after repeated efforts made in good faith, C.S.I. is unable to cause the program to operate as warranted, LICENSEE shall be entitled to recover only actual damages to the extent set forth in the following paragraph and shall in no event include consequential, special or punitive damages. C.S.I.'s liability for damages to the LICENSEE for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including without limitation, an action sounding in negligence, shall be limited to a refund of the one- time licensing fee actually paid for non-functioning portion of licensed application and shall not include any refund of fees for services actually paid or invoiced in connection with such non- functioning portion, provided however that such entitlement to refund shall be exclusive of fees and payments made for services rendered or hardware. ARTICLE V TERX OF 1?SR 'l TZRKMMTSON 5.1 Unless earlier terminated as provided hereinafter, this Agw-soment is perpetual with the exception of Continued Support which is automatically renewed annually at the current prevailing rate , Failure to pay license fees or other invoices whoa due may result im intex wtod operation of the family, of CQZRoad pikducts. Page 13 of IS Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 28 of 42 5.2 If at any time either party shall become insolvent, or if any party shall be in material default of any of its obligations under this Agreeanent, or any of such party's representations or warranties set forth herein shall be determined to be materially false or incorrect or if formal proceedings shall be commenced to administer either party's affairs or to liquidate its assets, or, if the ownership of either party as presently constituted should change in such a way as to materially and adversely affect such party's ability to perform its obligations under this Agreement, the other party may, at it option, and upon or after the expiration of thirty (30) days advance notice in writing given to the first party of its intention to do so (and, in the case the notice is given for default, if the default is not meanwhile cured), declare this Agreement terminated by a second written notices to the other patty, and thereupon all licenses, rights and privileges of LICENSEE or Sub licensees or of C.S.I., as they case may be, hereunder shall cease, except (a) that the licenses, rights and privileges granted under Article I hereof shall continue as to all Licensed Program Materials delivered prior.. to said termination of this Agreement, (b) that LICENSEE and Sub licensees shall have the right to continued use of such Licensed Program Materials without the benefit of continued service or subsequent improvements not existing as of the time of such termination and (c) that C.S.I., or its successors and assigns shall, to the extent permitted by applicable law, transfer and assign all source: codes relevant to CSI.Road to an independent bank, trust company or law firm of its selection which shall retains such source codes for the benefit of all C.S.I. licensees. 513 No termination of this Agreement by expiration or otherwise shall release LICfl SZZ (or Sub licensee) from any of its obligations accrued hereunder (including its obligations under Article III to furnish statements and to pay cormensation with respect to Sub licensees or rescind or give rise to any rights to rescind anything done or any payment made or other consideration given to either party hereunder prior to the time such termination becomes effective. Page 14 of 18 Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 29 of 42 ARTICLE VI NOTICUS 6.1 Notices of every nature to be given pursuant to this Agreement shall be given in writing and addressed to the other party at the address stated below or at any other address notice of which is given by one party to the other in accordance with this Article Vi: If to LICENSEE: ROCKING T TRUCKING 4555 Jenny Barker Road Garden City, Kansas, Telephone #: (800)421-5315 Fax #: if to C.S.I.: COMPUTER SUPPORT, INC. 54 West Main Street Mechanicsburg, PA 17055 Telephone (717) 691-6707 Fax:(717)691-7303 Any notice shall be deemed to have been duly, given if and when regularly sent by telex, electronic mail, or fax (if confirmed by letter mailed within two (2) days thereafter) or if and when delivered by any other method furnishing receipt of delivery, including by recognized delivery service or by hand. ARTICLE VII AIII$4']CLT.A?Ia4IIS 7.1 This License Agreement will inure to the benefit of and be binding upon the panties. This License Agreement is personal to the parties and may not be assigned or otherwise, transferred by either of them without the prior, written consent of the other. 7.2 This Agreement contains all of the terms and conditions agreed upon by the parties hereto, and supersedes all prior agreements (including any and all exchanges by correspondence, telephone, *-mail, or memorandums of agreement),' promises, covenants, arrangements, communications, whether representations or warranties, whether oral or written by any officer, employee or representative of any party, and no other agreement, oral or otherwise, regarding the subject matter of this License Agreement shall be deemed to exist or bind any of the parties hereto. C.S.I. hereby acknowledges and agrees that no further amounts are due to be paid to C.S.I. under the previous Memorandum of Page 15 of 18 Case 1;08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 30 of 42 Agreement or any interim Agreement between the parties, which agreements are superseded hereby. 7.3 LICENSEE IRREVOCABLY AGREES, AND FULLY UNDERSTANDS, THAT ALL LAWSUITS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS LICENSE AGREEMENT, INCLUDING THOSE RELATING TO MATTERS OF PERFORMANCE OR RESULTING FROM THIRD PARTY CLAIMS AGAINST ANY PARTY SHALL BE BROUGHT EXCLUSIVELY IN EITHER THE COMMON PLEAS COURT FOR THE COUNTY OF CUMAERLAND, PENNSYLVANIA, OR IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA, EACH PARTY TO THIS LICENSE AGREEMENT AGREES TO IRREVOCABLY SUBMIT TO THE PERSONAL JURISDICTION OF SUCH COURTS AND HEREBY WAIVES ANY OBJECTION TO PROPER VENUE RESTING THEREIN AND FURTHER WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUCH LAWSUIT. IN THE EVENT SAID LAWSUIT IS SUCCESSFULLY CONCLUDED IN C.S.I.`S FAVOR,C.S.I. SMALL BE ENTITLED TO RECOVER, FROM LICENSEE, REASONABLE LEGAL FEES AND COSTS INCURRED BY C.S.I. IN THE LAWSUIT, IN ADDITION TO ANY OTHER RELIEF TO WHICH C.S.I. MAY BE ENTITLED 7.4 It is the intent of the parties that the validity, interpretation, and performance of this Agreement shall be governed by the internal laws of the Commonwealth of Pennsylvania, USA, without regard to its conflicts of laws, 7.5 This Agreement may be amended, modified or supplemented only by written Agreement of the parties, or by their respective duly authorized officers authorized, at any time, provided that no such amendment, modification or supplement shall become effective until such time as both parties shall have executed such writing, and until such time, the provisions of this Agreement shall remain in full farce and effect. 7.6 This Agreement, and any amendment hereto, may be executed in two or more counterparts, each of which shall be deemed an original, but-all of which together shall constitute one and the same instrument. 7.7 Neither Licensee nor C.S.I. shall have any responsibility to perform services for or to assume contractual obligations which are the obligation of the other party under this Afire t;'nothing herein shall constitute LTCZNSE£ or.C.S.T, as a joint venturer, partner, agent, representative or employee of the other party. 7,8 In the event any provision or any part of a provision of this Agreement shall be held invalid or unenforceable W. any court of competent jurisdiction, provided it does not materially alter the substance of the agreement between the parties, such holding shall not invalidate or render unenforceable any other provision or part of this License Agreement. 7.9 The captions contained herein are included for convenience only and shall not be considered a part hereof or affect in any manner the construction or interpretation hereof, Rage 16 of 1S Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 31 of 42 7.10 Any controversy over the construction of this Agreement shall be decided neutrally according to its terms and without regard to events of authorship or negotiation. 7.11 This Agreement is not assignable; neither the licensee granted hereunder nor any of the licensed program material or copies thereof may be asaublicensed, assigned or transferred by the Licensee without the prior written consent of C.S.T. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this Licensee Agreement other than as provided for and under the terms of Article III is void. C.S.I. is not responsible for failure; to fulfill its obligations under this License Agreement due to causes beyond its control. 7.12 No action, regardless of form, arising out of this Agreevetnt may be brought by either party more than two years after cause of action has arisen, or, in the area of non-payment, more than two years from the date of the last payment, IN WITNESS WHEREOF, the parties have executed this Agreement and caused their Corporate seals to be hereunto affixed as of the day and year first above written. COMPUTER SUPPORT, INC. py ; Title: /d/ly/o a+ Date: ROCKING T TRUCKING • C?" , Title Mx? TCC'KAei'p-et Date: ,Z/ (If/ Ok Page 17 of IS Case 1:08-cv-01672-YK Document 1-2 Annex A Modification Estimate Debi i#K Filed 09/09/2008 Page 32 of 42 BY the Company's signature below, the Company acknowledges and represents that the current version of CSI-Road has been Installed end Is functioning propery. The Company has reviewed the applications, processed transactions, and Is requesting the modlflcatlon listed on attached exhiblt. The Company understands that there Is a reasonable probability the time and cost to Implement the modification will exoW the respective estimates listed below. The Company understands that CSIRoad Is a database application and the modification made may cause a 'ripple" affect throughout the application which may take longer to disclose and longer to implement the appropriate modification them anticipated. The Company understands that It Is their responsibility to test the modMestions with their information pNor to using the modMostion in a production environment. The description of moditkxet On requested is described on accompanying exhibIL The estimated hours are: The down payment amount !e When approval and down payment are received, the modifleotion will be assigned a project # which will also appear on Invokres sent to the Company, A drew is established against the down payment. The amounts over and above the down payment will be paid within terms specified on the Invoice. As work effort progresses CSI representative will keep company appraised of project statue. Signature and date for Approval: Date: Company Representative The project # Is: The targeted completion date Is: Case 1;08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 33 of 42 E2%r I3IBIT B Case 1;08-cv-01672-YK Document 1-2 Filed 09/09/2008 lc:sw (W COMPUTER StlPPORi, INC. Invoice Number. Terms: Rocking T Trucking Attn: 12150 Cactus Feeders Rd Cactus, TX 79013 Page 34 $f 42 Co pater upport Inc. P.O. Box 2429 Mrchanicibwg PA 17055-2429 USA INVOICE Saturday, March 29, 2008 00010303.0 " Due upon nroeipt ** Reference Description Hours Rata Total License Fees additional companies set up under CSIRsod 10.00 19,750.00 $197,500.00 Invoice Total: 10.00 $197,800.00 PLEASE REFERENCE INVOICE NUMBER: 00010303-0 ON REMITTANCE Make Checks Payable to: Computer Support, Inc. P.O. Box 2429 Mechanicsburg, PA 17055-2429 Attention: Accounts Receivable Administrator Page 1 Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 35 of 42 E/vMx IEIT C • Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 P&?cc??e 36 of 42 Cd?npuhr Support, Inc. P. D. Sax 2429 Michonicaburg, PA 19055-2429 USA - MW WPiP*Wy INC Rocking T Trucking 12150 Cactus Feeders Rd CREDIT MEMO Credit Memo: CM00000293 Transaction Date: 7124/2008 A correct invoice for companies setup and used in a non test environment follow. Cactus, TX 79013 Sequence Description Amount 1 Ucense Fees additional cornpanis (;1071600.00) 2 license Fees S0.00 Total: (8197,500.00) Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 37 of 42 EXHIBIT D • Case 1:08-cv-01672-YK Document 1-2 t?OMMM/TER SUPPORT, INC Rocking T Trucking Attn: 12150 Cactus Feeders Rd Cactus, TX 79013 Filed 09/00/2008 Page 38 of 42 computer Support Inc. P.O. Box 2429 Ahchanksbur3, PA 17055-2429 USA INVOM Tuesday, July 20, 2008 Invoice Number: 00010671.0 Terms: " Due upon receipt Bliling for week ending; 7/25108 Reference Description Hours Rate Total sytek leasing fad id 780701087 1.00 19,760.00 $19,750.00 americen radio corp 481043613 1.00 19,750.00 $19,750.00 was Inc 481107416 1.00 19,750.00 5191750.00 Innovative solutions 481210292 1.00 19,750.00 $19,750.00 ark river carriers 481214711 1.00 19,750.00 $19,750.00 transportation consulting 752124945 1.00 19,750.00 $19,750.00 agro trans 710949755 1.00 19,750.00 $19,750.00 Invoics Total: 7,00 6138,250.00 PLEASE REFERENCE INVOICE NUMBER: 00010671-0 ON REMITTANCE Make Checks Payable to: Computer Support, Inc. P.O. Box 2429 Mechanicsburg, PA 17056-2429 Attention: Accounts Receivable Administrator Page 1 Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 39 of 42 EXHIBIT B Case 1:08-cv-0 1 672-YK Document 1-2 Filed 09/09/2008 Page 40 of 42 COMPUTER SUPPORT, INC., Plaintiff, VS. ROCKING T, INC., Defendant. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 08-4808 CIVIL TERM JURY TRIAL DEMANDED NQTICE QF FILING NQII g QF NQVAL TO THE PROTHONOTARY: PLEASE TAKE NOTICE that a Notice of Removal has been filed by Defendant Rocking T, Inc. to remove the above-captioned action from the Court of Common Pleas of Cumberland County, Pennsylvania, to the United States District Court for the Middle District of Pennsylvania. This removal was accomplished pursuant to the authority of the Judiciary and Judicial Procedure Act, 28 U.S.C. §1441 et seq. A copy of the Notice of Removal filed with the United States District Court for the Middle District of Pennsylvania is attached hereto as Exhibit A. Pursuant to 28 U.S,C. § 1446(d), the filing of the Notice of Removal in the United States District Court for the Middle District of Pennsylvania, together with the filing of a copy of the Notice of Removal with this Court, effects the removal of this action and this Court shall proceed no further unless and until this case is remanded. Case 1:08-cv-0 1 672-YK Document 1-2 Filed 09/09/2008 Page 41 of 42 Respectfully submitted, s/ Justin G. Tgkr Brian P. Downey (PA 59891) Justin 0. Weber (PA 89266) PEPPER HAMILTON LLP 100 Market Street, Suite 200 Post Office Box 1181 Harrisburg, Pennsylvania 17108-1181 717.255.1155 717.238.0575 (Fax) downeyb@pepperlaw-cam webetg@pepperlaw.com Attorneys for Defendant Dated: September 9, 2008 Rocking T, Inc. -2- Case 1:08-cv-01672-YK Document 1-2 Filed 09/09/2008 Page 42 of 42 GERTIFIGATE QF IZUIGE I certify that on September 9, 2008, a copy of the foregoing Notice of Filing Notice of Removal was served on counsel of record by United States mail, first class postage prepaid, addressed as follows: Todd J. Shill, Esquire John R. Martin, Esquire Rhoads & Sinou LLP One South Market Square, 12" Floor P.O. Box 1146 Harrisburg, PA 17108-1146 gz Iman G Veber Justin G. Weber (PA 89266) SEP-09-2008C 64611: 08-CV-01 *Jb 44 {rtav, 1 VAW 111o 1S 44 civil cover sheet and the y sepal rulsa of court. This fomt, hr etvt9 dt)ckot shoot, (SEE iNST t. (a) PLAINTIFFS Computer Support, Inc. (b) County of Roxidvocs of First I.WW Plaintiff (&XCVPT IN U.S. PLAiN7' PF PEMNAL INJURY O 362 Personal Injury - met Matp wice 0 36$ Personal 40M - Pro" Liability 0 366 Asbestos Persons! Injury Probtl Liabtlily Pt "WWAL FROFZRTY 0 370 Otltw Proud O 371 Troth in Lending CI 960 Other ftwei 0 3113 Product Liability (R) Allorrety's (Firm Nome, Addtew, And Tolephona Nu Attorneys (if Ifa-) Todd J. Shill, John R. Manin, Rhoads do Sinon-PP LP, One South Ma*et Justin O. Weber, Briar) P. Downey, Papa Hamilton LLP. P.O. Box autl & P,O, sox 1146, Hvyisbum ?A 17108;117.2.33.5731 1184 ililrriitbuq, PA 17108; 717,$53,1135 (P)ap an "X" ittlotte 2011 only) 3 1 U.S. fiovernment 0 ! FWVII Qatu110n Plaintiff (U.3, Oavommeet Not a Party) a 2 U.S. Government Vveroly M"t (Indieaw Cid"im* athr6ot in Won A1) 310 MIKI h4 tp Y"sts Senierta RAW" Cbrpue: !30 G4ettral I;$ I3w b Powly 340 MWA111M rt R Other $50 Civil Rigitw 93! Prison Condition Citim of SVNI t of a 0 3 DEFENDANTS Rocking T, Inc. + Texas County of Residence of F'Ifat UVAd Doft*At moon Com oemww? (INu.b, AdlthfrlFtr CARS ONLY) NOTO: IN LAND t NVAMNATION CAM M 77M LOCATM OF THE LAND iNVOWNIX (Per Diversity cam only) PTF Clown of Thi: state al Chinn of Mother Stale 02 110 hterirN" PERAONAL INJURY 3 120 McM(e 0 310 Mom 1 130 Miller Act 0 315 AhPlant It *4W 7 140 mosetiable Instrarawq Liability 3 19O Raovwy cf OvwpWmt 0 320 Ammuh, Libel a Fnrer W40 of hdpt"t )dander tai Modivare Act 0 330 Federal Employers' 173 Rwovery of Def11alwd Liability Student Lora 0 340 Marino Wait. Vow as) 0 us Matin+t Product 1 133 Reoowry orOvamman Liability of Vatannr. small 0 350 Molar Vahivis 1 160 11s11t1th01 W Stiiw 0 313 Motor Vdtiel11 1 190 0OW COWN Product Liability 3 193 Coto W ProdW% Liability 10 36000wPor"41 3 710 Formostoo 3 230 Rat Lew R t3jlsAinent 3 240 Too to Land 3 3467ys/trroda11tLi11Witty 12" All Odra Ras Property 0 443 amIlloymsnl 0 44.1 Housi» gi Aecomme tons O 444 Welfare 0 445 Am. w0s01110% - $a11111 1111ttt 0 446 Amer.vr0mbilities Odra 0 440 Other CivilR40a 1. ORIGIN (Plooo sn "x" In One sort only) 31 r9rt.teal m 2 D .. .,.A i .,e, © 3 /I. CAUSE OF ACTION 0 610 A09WWM 0 620 00W rwo a Plus O 473 Drug Renew some orArep11rty 21 USC 111 0 630 Ligon Laws 0 640 R.R. 41 Ttvck 0 050 Rep. O 6WAbilm safag HOWth 0 720 All 720 Relocl n s C) 730 LobWV#mt.Rtportity & DieelOM An (3 740 Roliway Leber Ant 0 740 Other l.aba Litigation 0 101 goo, test. inc. Severity Act MAL PARTIFA(IMtata im w, in ow Ba ft Plaistir std torts 11111 for Bess *no rep fty t3 FI tncorporatod or Prtaolpol ihaot 0 4 0 4 of 8wit4w in Th6r Slott e 2 laoorporwd and Pri,pipat Pitta 0 $ L'1 s of WNnm In Anodar Stall Cy 3 Pattip? Nation i"] 6 0 6 0 422 Appall 16 USC 111 0 471 Witttdtwval 21 USC IS7 630 Patent 640 Ttedanark 162 511111111 Lwq 1163 DiWC/DIN 564 SAID Tittt or Dtdadw) 0 691 1111.111-Thi?d PMRy 24 U/C 7609 1,11115111M )iota 13 4 Rehistated or 0 s 4"bilhsr dstrict D b you Ant filitt(s me not am 0 7 CHECK, IF 71{1S S A CLASS ACTION UNDER F.R.C.P.123 7: S O 400 Stets Rapparti%%""i 0 410 Antitrust 0 430 Banks and Reeking 17 430 C4mewo I31 460 Dtporfation © 470 RaakAtar infiuvnged 104 CWM01 ownisations 0 480 Cotawmer Credit 0 490 COWNS* TV C1 610 Seleetive Serowe Cl $so Soaw+tio0commodhiosl Whanp O 6Y3 CwgetrwCbillanlC 12 USC 3410 0 11190 Other Stolutory Achons 117 01 Ayienha W Aeb 0 492 Eaeomk lltobillestion Am 0 ill) govirooomw Mom 0 194 b11wp Alto"a Ast C3 M srwdom of InfW anion .Ad 0 9t10Ap(itsl of Poo Dittrminstic Under Fowl Accost to A0*0 0 9s0 Constitutionality of state 8toaaw only itclemntted in kWDl 0 Yes District 1111. RELATED CASE(S) IF ANY ?°j 1"'a1Clioni)' JUDGE Hon. Yvette Kano DOCKET NUMBER 08-CV-608 SATE Sl OF A OF, WORD 09/09/2008 RECEIPT a AMOUNT A G I" JUDGE MAC. JUDGE EWv? tl i ,.09/0912008 712a@4P1Wq P-01/01 .j b her rcptace star su?,Iefnont site tiling and service of Icadin or other wapcfs as uircd by law, ttxoept as Yids We of the United S1W= in Shpt MW 19X is roqu?red for tlo usl orthe Clerk off ours for the purpose of nitirtini rH1 Fogm,) TOTAL. P.01 CERTIFICATE OF SERVICE I certify that on September 9, 2008, a copy of the foregoing Notice of Filing Notice of Removal was served on counsel of record by United States mail, first class postage prepaid, addressed as follows: Todd J. Shill, Esquire John R. Martin, Esquire Rhoads & Sinon LLP One South Market Square, 12'' Floor P.O. Box 1146 Harrisburg, PA 17108-1146 15?4t -L 61, us ' G. Weber (PA 89266) t7 ?'' l ^-i ..? I" :'i _,.. ?? ..__, "'