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HomeMy WebLinkAbout08-6733r PC & NETWORK ASSOCIATES, INC., IN THE COURT OF COMMON PLEAS OF Plaintiff, CUMBERLAND COUNTY, PENNSYLVANIA V. No. D K- b 7 3 3 MARK D. WEAVER and CIVIL ACTION - LAW AND EQUITY COMPUTER INFORMATION SYSTEMS & SERVICES, INC., Defendants. NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. CUMBERLAND COUNTY BAR ASSOCIATION 32 South Bedford Street Carlisle, PA (717) 249-3166 f , CIVIL ACTION - LAW AND EQUITY COMPLAINT AND NOW COMES Plaintiff PC & Network Associates, Inc., by and through their SMIGEL, ANDERSON & SACKS, LLP Peter M. Good, Esquire River Chase Office Center pgood(@sasllp.com 4431 North Front Street, P Floor Daryl J. Liguori, Esquire Harrisburg, PA 17110-1778 dlig ori(isasllp.com (717) 234-2401 Attorneys for Plaintiffs PC & NETWORK ASSOCIATES, INC., Plaintiff, V. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. SS' 6 7 3 3 c ,.; I f ejm G MARK D. WEAVER and COMPUTER INFORMATION SYSTEMS & SERVICES, INC., Defendants. attorneys, Smigel, Anderson and Sacks, LLP, to make the following Complaint against Defendants Mark D. Weaver and Computer Information Systems & Services, Inc. and avers in support as follows: PARTIES 1. Plaintiff PC & Network Associates, Inc. (hereinafter "PCNAI") is a Pennsylvania corporation with a principal place of business at 686 Front St., P.O. Box 256 Enola, Cumberland County, Pennsylvania 17025-2118. 2. Defendant Mark D. Weaver (hereinafter "Weaver") is an adult individual with a home address of 3514 Ritter Highway, Newville, Cumberland County, Pennsylvania 17241. 3. Defendant Computer Information Systems & Services, Inc. (hereinafter "CISS") is a Pennsylvania business corporation with a principal place of business at 400 Bridge Street, Suite 4, New Cumberland, Cumberland County, Pennsylvania 17070. JURISDICTION & VENUE 4. This Honorable Court has jurisdiction over the parties and the subject matter of the instant dispute. 5. Venue is appropriate in Cumberland County, Pennsylvania pursuant to Pennsylvania Rule of Civil Procedure ("Pa.R.Civ.P. or RULES") 1006 and 2179 as it is the county in which the causes of action arose and/or where the transactions and occurrences took place out of which the causes of actions arose. FACTUAL BACKGROUND 6. PCNAI provides computer consulting and network management services to its clients. 7. Weaver was employed as a Network Technician by PCNAI effective May 23, 2006. 8. As part of his employment, Weaver executed an Employee Confidentiality & Noncompetition Agreement dated May 23, 2006. A true and correct copy of the Confidentiality Agreement is attached hereto as "Exhibit A." 9. Pursuant to the terms of the Agreement, Weaver contracted to not compete with PCNAI or solicit PCNAI's customers for a period of two (2) years following his termination in the counties of Dauphin, Cumberland, Lancaster, York, Perry and Lebanon. See Confidentiality Agreement at ¶ 6. 10. Weaver also entered into an Educational Loan and Employment Agreement with PCNAI on November 22, 2006. A true and correct copy of the Loan Agreement is attached hereto as "Exhibit B." 2 11. The Loan Agreement provides that PCNAI would pay Weaver's tuition and educational expenses for Weaver's completion of the CITRIX Certified Administrator Program (hereinafter "CCA Program") at New Horizons of Central Pennsylvania. See Loan Agreement at ¶6. 12. Weaver was required to complete the CCA Program by January 31, 2007. See Loan Agreement at 13. 13. Weaver was required to continue his employment duties for a period of two (2) years following completion of the CCA Program. See Loan Agreement at 12. 14. If Weaver terminated his employment with PCNAI before the two (2) year period or failed to complete the CCA Program in accordance with the terms of the Loan Agreement, the monies paid by PCNAI for the CCA Program would be repayable in full with interest. See Loan Agreement at ¶ 8. 15. PCNAI paid $1,900.00 for the CCA Program to benefit Weaver. 16. Weaver in fact was never certified as a CITRIX Certified Administrator by January 31, 2007. 17. In May of 2008, Weaver informed PCNAI that effective May 30, 2008 he was resigning his position and was opening his own computer consulting and network management company, Defendant CISS. 18. On May 30, 2008, CISS and PCNAI entered into a Consultant Agreement by which CISS and Weaver would work together in an independent contractor relationship. A true and correct copy of the Consultant Agreement is attached hereto as "Exhibit C." 3 19. The Noncompetition Agreement remained in effect with the exception that Weaver and CISS would be allowed to work with Kelly Financial Services, a former PCNAI client. 20. In violation of the Noncompetition Agreement and the Consultant Agreement, Weaver and CISS began soliciting PCNAI's clients including FMA Advisory, Inc. (hereinafter "FMA") and Project S.H.A.R.E. (hereinafter "Project Share"). 21. On or about November 1, 2008, PCNAI learned that CISS and Weaver have been providing computer consulting services for former PCNAI clients FMA and Project Share. 22. CISS and Weaver are in violation of the Noncompetition Agreement as CISS and Weaver are not permitted to retain former PCNAI clients as their own clients until the expiration of the non-competition clause on May 20, 2010. 23. CISS and Weaver are also in violation of the Consultant Agreement as it incorporated the Noncompetition Agreement which does not permit CISS or Weaver to retain former PCNAI clients as their own clients until the expiration of the non-competition clause on May 31, 2010. 24. Weaver is also in violation of the Loan Agreement as he failed to become cert ified as a CITRIX Certified Administrator before January 31, 2007 and failed to reimburse PCNAI for the educational expenses it expended on Weaver's behalf. COUNT I: BREACH OF CONTRACT (EMPLOYEE CONFIDENTIALITY & NONCOMPETITION AGREEMENT) Plaintiff PC & Network Associates, Inc. v Defendant Mark Weaver 25. Plaintiff incorporates by reference the preceding paragraphs as if the same was set forth fully herein. 4 26. PCNAI and Weaver had a valid contract in the Noncompetition Agreement whereby PCNAI agreed to employ Weaver and Weaver agreed to not compete with PCNAI and solicit its customers for a period of two (2) years following his resignation. 27. Weaver has materially breached the Noncompetition Agreement by: A. Soliciting FMA as a client; B. Causing FMA to terminate its contract with PCNAI; C. Soliciting Project Share as a client; D. Retaining FMA as a client for himself; E. Retaining Project Share as a client for himself; F. Competing with PCNAI in the computer consulting field within two (2) years of the termination of his employment with PCNAI; and G. Competing with PCNAI in the counties of Dauphin, Cumberland, Lancaster, York, Perry and Lebanon. 28. Weaver has refused to discontinue his relationship with FMA and Project Share in violation of the Noncompetition Agreement. 29. Weaver has refused to cease competing with PCNAI in the computer consulting and networking field for the required period of time under the Noncompetition Agreement. 30. As a direct result of Weaver's breach, PCNAI has suffered damages in that it was denied the benefit of the Noncompetition Agreement and has lost clients as a result. 31. The foregoing conduct was, and continues to be, willful and intentional, and has already caused and will continue to cause serious damage to PCNAI with respect to its contractual and business relationships. 5 WHEREFORE, Plaintiff respectfully request this Honorable Court enter judgment for them in an amount in excess of $50,000 together with interest, costs, and any other relief the Court may deem necessary and appropriate; enter an injunction against Defendant Mark Weaver to prevent him from working or soliciting in the computer consulting field until May 31, 2010 in Dauphin, Cumberland, Lancaster, York, Perry and Lebanon counties; and return all PCNAI proprietary information, data, software, and intellectual property. COUNT II: BREACH OF CONTRACT (EDUCATIONAL LOAN AND EMPLOYMENT AGREEMENT) Plaintiff PC & Network Associates, Inc. v. Defendant Mark Weaver 32. Plaintiff incorporates by reference the preceding paragraphs as if the same was set forth fully herein. 33. PCNAI and Weaver had a valid contract in the Loan Agreement whereby PCNAI agreed to pay Weaver's educational expenses and tuition for the CCA Program and Weaver agreed to successfully complete the CCA Program, become certified as a CITRIX Certified Administrator before January 31, 2007, and thereafter remain employed with PCNAI for a two (2) year period. 34. Under the Loan Agreement, if Weaver terminated his employment with PCNAI before the expiration of the two (2) year period or failed to become certified as a CITRIX Certified Administrator before January 31, 2007, Weaver was to reimburse PCNAI the educational expenses plus interest. 35. Weaver materially breach the Loan Agreement by: a. Failing to become certified as a CITRIX Certified Administrator by January 31, 2007; and 6 b. Terminating his employment with PCNAI by resigning effective May 31, 2008. 36. As a direct result of Weaver's breach, PCNAI has suffered damages in that it was denied reimbursement of the tuition and educational expenses that it paid on behalf of Weaver pursuant to the Loan Agreement. WHEREFORE, Plaintiff respectfully request this Honorable Court enter judgment for them in an amount in excess of $50,000 together with interest, costs, and any other relief the Court may deem necessary and appropriate; enter an injunction against Defendant Mark Weaver to prevent him from working or soliciting in the computer consulting field until May 31, 2010 in Dauphin, Cumberland, Lancaster, York, Perry and Lebanon counties; and return all PCNAI proprietary information, data, software, and intellectual property. COUNT III: BREACH OF CONTRACT (CONSULTANT AGREEMENT) Plaintiff PC & Network Associates, Inc. v Defendant Computer Information Systems & Services, Inc. 37. Plaintiff incorporates by reference the preceding paragraphs as if the same was set forth fully herein. 38. PCNAI and CISS had a valid contract in the Consultant Agreement by which CISS was to provide independent contractor services to PCNAI. 39. The Consultant Agreement specified that CISS was to maintain in complete confidence all proprietary information of PCNAI. 40. The Consultant Agreement also prohibited CISS from soliciting or working with PCNAI customers with the exception of Kelly Financial Services. 41. CISS has materially breached the Consultant Agreement by: 7 a. Soliciting FMA as a client; b. Soliciting Project Share as a client; C. Causing FMA to terminate its contract with PCNAI; d. Retaining FMA as a client for itself; e. Retaining Project Share as a client for itself; and f. Failing to maintain in complete confidence all proprietary information of PCNAI. 42. CISS has refused to discontinue its relationship with FMA and Project Share in violation of the Consultant Agreement. 43. As a direct result of CISS' breach, PCNAI has suffered damages in that it was denied the benefit of the Consultant Agreement and has lost clients as a result. 44. The foregoing conduct was, and continues to be, willful and intentional, and has already caused and will continue to cause serious damage to PCNAI with respect to its contractual and business relationships. WHEREFORE, Plaintiff respectfully request this Honorable Court enter judgment for them in an amount in excess of $50,000 together with interest, costs, and any other relief the Court may deem necessary and appropriate; enter an injunction against Defendant Computer Information Systems & Services, Inc. to prevent it from working or soliciting in the computer consulting field until May 31, 2010 in Dauphin, Cumberland, Lancaster, York, Perry and Lebanon counties; and return all PCNAI proprietary information, data, software, and intellectual property. 8 COUNT IV: INTENTIONAL INTERFERENCE WITH CONTRACTUAL RELATIONS Plaintiff PC & Network Associates, Inc. v. Defendant Mark Weaver and Defendant Computer Information Systems & Services, Inc. 45. Plaintiff incorporates by reference the preceding paragraphs as if the same was set forth fully herein. 46. PCNAI had a valid contract to provide computer consulting and network management services to client FMA. 47. Weaver and CISS intentional interfered with PCNAI's contractual relations by: a. Soliciting FMA as a client for CISS; b. Encouraging FMA to terminate their contractual relationship with PCNAI; and C. Encouraging FMA to become a client of Weaver and CISS in violation of the Noncompetition Agreement and the Consultant Agreement. 48. PCNAI suffered damages in that it was denied lost profits from work to be performed for FMA. 49. The foregoing conduct was, and continues to be, willful and intentional, and has already caused and will continue to cause serious damage to PCNAI with respect to its contractual and business relationships. 9 WHEREFORE, Plaintiff respectfully request this Honorable Court enter judgment for it in an amount in excess of $50,000 together with interest, costs, and any other relief the Court may deem necessary and appropriate and enter an injunction against Defendants Mark Weaver Computer Information Systems & Services, Inc. to prevent them from working or soliciting in the computer consulting field until May 31, 2010 in Dauphin, Cumberland, Lancaster, York, Perry and Lebanon counties. Respectfully submitted, SMIGEL, ANDERSON & SACKS, L.L.P. Date: By: 6 Peter . Good, Esquire - # 64316 Darryl J. Liguori, Esquire - ID # 91715 River Chase Office Center, 3rd Floor 4431 North Front Street Harrisburg, PA 17110-1778 (717) 234-2401 Attorneys for Plaintiffs 10 NOV-1.2-08 03=47 PM PCNAI 7177328144 P.03 PC & NETWORK ASSOCIATES, INC., IN THE COURT OF COMMON PLEAS OF Plaintiff, CUMBERLAND COUNTY, PENNSYLVANIA V. MARK D. WEAVER and COMPUTER INFORMATION SYSTEMS & SERVICES, INC., Defendants. NO. CIVIL ACTION - LAW AND EQUITY VERIFICATION I, Richard Powell, President of PC & Network Associates, Inc., verify that the statements contained in the foregoing Complaint are true and correct to the best of my knowledge, information and belief. I understand that false statements therein are made subject to the penalties of 18 Pa.C.S. § 4904, relating to unsworn falsification to authorities, Date: /) li Z/ 'd t - e)J?/ G /"//-, Richard Powell, President PC & Network Associates, Inc. E,.ck,b"rf A PC & Network Associates, Inc. 18 North Hanover Street, Suite 101 717-258-4293 Phone Carlisle, PA 17013 877-IT-ADVICE 'Foil tree 717-258-6439 Fax www.PCNAI_com info@PCNAI.com Email PC & NETWORK ASSOCIATES, INC. EMPLOYEE CONFIDENTIALITY & NONCOMPETTITON AGREEMENT In consideration for employment with PC & NETWORK ASSOCIATES, INC. (the "Company), I agree to enter into this Employee Confidentiality and Noncompetition Agreement I understand that I am an employee-at-will, and may be fired for cause or no cause at the sole discretion of the Company. I, the undersigned, hereby agree to observe all of the provisions of this Agreement, as well as, all other rules and policies the Company may announce from time to time. I hereby acknowledge: 1. AFFIRMATION I hereby affirm that all oral and written statements made by me to Company representatives during the hiring process are true and complete. 2. BEST EFFORTS I agree that, during employment, I will devote my full business time and best efforts exclusively to the performance of duties for the Company. 3. ACKNOWLEDGEMENTS I understand that the Company has provided me and will continue to provide me during the course of my employment with information and experience regarding sales, marketing, technology, development, manufacture, distribution, research and development in this highly specialized business which constitute valuable assets of the Company. Furthermore, the Company has introduced me to existing clients and will wide considerable resources to enable me to identify and develop relationships with new clients and prospective clients which constitute valuable assets of the ... Company. The Company has disclosed, and intends to disclose to me, confidential information concerning products, processes, know-how, designs, customer lists, business plans, marketing plans, and strategies and pricing strategies and subject matter pertaining to the business of the Company, its clients, licensees, affiliates, independent contractors and suppliers to assist me in the provision of services during my employment with the Company. I understand that the. welfare of the Company and each of its employees depends upon each employee remaining loyal to the Company and his or her fellow employees even after leaving employment with the Company. I understand that the financial security and continued employment of all employees depends upon the maintenance of the confidences of the Company and the elimination of the abuse of corporate opportunities of the Company through the misuse of confidences, special training and contacts to compete with the Company and jeopardize the welfare of the Company and its employees. By entering into this Employee Confidentiality & Noncompetition Agreement; I understand the benefit of the mutual promises of the employees to maintain the confidences of the Company and not to compete with the Company in accordance with this Agreement . . - - 4. CONFIDENTIALITY I agree that I will never, directly or indirectly, use or disclose any Confidential Information, as defined below. I understand and agree that this restriction will continue to apply after my employment terminates, regardless of the reason for termination. "Confidential Information" means any and all information of the Company that is not generally available to the public and any and all information, publicly known in whole or in part or not, which, if disclosed by flue Company, would assist in competition against it, including but not limited to (i) the Company's products and services, technical data, methods and processes, (ii) the Company's marketing activities and strategic plans, (iii) the.Company's costs and sources of supply, (w) the identity and special needs of the Company's customers and prospective customers and vendors and prospective vendors, (v) the people and organizations with whom the Company has business relationships and those relationships. Without limiting the " generality of the foregoing, Confidential Information shall specifically include: (a) any office system such as transaction records, accounts receivables or any other application whatsoever related to the business of the Company; (b) any and all vendor or purchase records, including the identity of contacts at any vendor, any list of vendors, any lists of purchase transactions'and/or prices paid by the Company; (e) any and all customer or sales records, including the identity of contacts at customers, any list of customers, any list of sales transactions and/or prices charged by the Company; (d) any and all documents, other materials and/or computer software developed and/or adopted by the Company for any not publicly advertised or otherwise publicly known use with any vendor or type of vendor or customer or type of customer; and (e) any and all not publicly known uses of any computer, telephonic or other system installed and/or used by the Company. Confidential Information also includes such information that the Company may receive or has received belonging to customers or others who do business with the Company. 5. RETURN OF MATERIALS I agree that all Confidential Information which I create or to which I have access as a result of my employment is and shall remain the sole and exclusive property of the Company. Also, all documents, records and files, in any media of whatever land and description, relating to the business, present or otherwise, of the Company and any copies, in whole or in part, thereof (the "Documents"), whether or not prepared by me, shall be the sole and exclusive property of the Company. I will return to the Company immediately after my employment terminates, and at such other times as may be specified by the Company, all Documents and all other property of the Company then in my possession or control. Furthermore, I will ca* completion thereof in writing to the Company upon the return of the Documents and all other Company Property. 6. RESTRICTIONS ON COMPEITITON I agree that during my employment and for a period of two (2) years immediately following termination of my employment for any reason whatsoever (the 'Non-Competition Period"), I will not, and will not assist anyone else to, (i) hire any employee of or individual who works for the Company or seek to persuade any employee of or individual who works for the Company to discontinue said employment or work, (ii) solicit or encourage any customer or vendor of the Company to terminate or diminish its relationship with the Company or (iii) seek to persuade any customer or prospective customer of the Company to conduct with anyone else any business or activity that such customer or prospective customer conducts or could conduct with the Company. Furthermore, I agree that, during my employment and the Non-Competition Period, (i) I will not undertake any .. planning for any outside business competitive with the Company and (ii) I will not, directly or ind r;ecdy, compete with the Company in the Pennsylvania counties of Dauphin, Cumberland, Lancaster, York, Peary and Lebanon, whether as an owner, partner, shareholder, member, investor, consultant, employee or otherwisey without the prior written consent of the Company. Specifically, but without limiting the foregoing, I agree not to work or provide services, in arty capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any other person, corporation or entity that is engaged in any business that is competitive with the business of the Company, as conducted or in planning during my employment with the Company. The terms of this Section 6 however, shall not prohibit investment as a 5% shareholder or less in the stock of a publicly traded corporation. 7. BREACH; REMEDIES In signing this Agreement, I give the Company assurance that I have carefully read and considered all the terms and, conditions of this Agreement, including the restraints imposed on me under Section 6 above. I agree without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information and other legitimate interests of the Company and that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area. I agree that I will never assert, or permit to be asserted on my behalf, in any forum, any position contrary to the foregoing. I also acknowledge and. agree that, were I to breach any of the provisions of this Agreement, the harm to the Company would be irreparable. I therefore agree that in the event of such a breach or threatened breach the Company, in addition to any other remedies available to it at law, shall have the right to obtain preliminary and permanent injunctive relief against any such breach without having to post bond., specific performance, or other equitable relief. No failure to enforce or delay in enforcing any provisions of this . Agreement shall be interpreted to be a waiver of the Company's rights, and it is agreed that such lack. of enforcement shall not preclude the Company's subsequent enforcement of the noncompetition provisions. I agree that the Company may assign its rights under this Agreement in whole or in part to any successor. 8. INDEMNIFICATION I agree to indemnify the Company and save and hold the Company harmless from and against any and all damages, losses, liabilities, costs and expenses which the Company may incur arising out of any breach of this Agreement.. 9. JURISDICTION In the event of any alleged breach of this Agreement, I hereby consent and submit to the jurisdiction of the federal and Page 2•of 3 state courts in and of the Commonwealth of Pennsylvania. I agree to accept service of process by registered or certified mail or the equivalent directed to my last known address on the books of the Company or by whatever other means are permitted by such court 14. EXTENSION OF NONCOMPETPTION PERIOD I further agree that, in the event of my breach of any of my obligations under Paragraph 4, S or 6 of this Agreement, the Non-Competition Period shall be automatically extended for the greater of (i) one (1) year or (u) the length of time during which any such breach remains unatuW. 11. EMPLOYEE REPRESENTATION AND WARRANTY I represent and warrant to the Company that my employment by the Company and execution and performance of this Agreement do not conflict with any prior obligations to third parties, and I agree that I will not disclose to the Company any confidential and/or proprietary information of any former employer except with such former employer's consent. 12. ENTIRE AGREEMNT; AMENDMENT This Agreement sets forth the entire agreement between me and the Company and supersedes all prior communications, agreements and understandings, written or oral, with respect to the subject matter herein contained. This Agreement may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by me and an expressly authorized officer of the Company. If any provision of this Agreement should, for any reason, be held invalid or unenforceable in any respect, it shall not affect any other provisions, and shall be construed by limiting it so as to be enforceable to the maximum extent permissible by law. 13. HEADINGS The subject headings of this Agreement are included for purposes of convenience only, and shall not affect the constructions of any of the provisions of this Agreement 14. NO CONTRACT OF EMPLOYMENT I acknowledge and agree that this Agreement does not constitute a contract of employment for a specific term and that either the Company or may terminate my employment at any time, with or without notice cr cause. 15. GOVERNING LAW This is a Pennsylvania contract and shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the conflict of laws principles thereof. IN WITNESS WHEREOF, intending to be legally bound hereby, I have signed this Agreemerd as of the day and year written below?? l Signature`-`l/'? PrintedName: &ea- y a/L Date: Witness: Printed Name: Accepted and agreed: PC & Z?oz:? .iti:./ By: Richard W. Powell President Page 3 of 3 jb+? ? ??? EDUCATIONAL LOAN AND EMPLOYMENT AGREEMENT THIS EDUCATIONAL LOAN AND EMPLOYMENT AGREEMENT ("Agreement") made the 22nd day of November, 2006, by and between PC & NETWORK ASSOCIATES, INC., a Pennsylvania business corporation, with its principal place of business at 18 North Hanover Street, Suite 101, Carlisle, Pennsylvania (hereinafter called "PCNAI") and MARK WEAVER with his principal residence at 3514 Ritter Highway, Newville, Pennsylvania 17241 (hereinafter called "Employee"). WITNESSETH WHEREAS, PCNAI desires to provide an educational loan to Employee under the terms and conditions hereinafter provided; and WHEREAS, Employee desires to accept such educational loan and agrees to accept a continuing employment obligation with PCNAI after completion of training; and WHEREAS, PCNAI and Employee desire to confirm their understanding in writing. NOW, THEREFORE, in consideration of the mutual covenants herein contained each intending to be legally bound, the parties agree as follows: 1. IDENTIFICATION OF TRAINING AND PROGRAM. Employee is or soon will be enrolled at New Horizons of Central Pennsylvania in the CITRIX Certified Administrator Program ("CCA Program") and will be pursuing a CITRIX certification which, upon completion, will make Employee eligible for additional compensation. 2. EMPLOYMENT OBLIGATION AFTER COMPLETION OF TRAINING. Immediately upon Employee's completion of the CCA Program listed above, PCNAI shall have the right to continue the employment of Employee, and Employee is obligated to continue said employment. Employee shall perform such duties at such times as shall be assigned from time to time for a period of obligated service equal to twenty-four (24) months. 3. DATE OF COMPLETION OF TRAINING AND EMPLOYMENT AVAILABILITY. Employee hereby certifies to PCNAI that Employee will complete the CCA Program by January 31, 2007. 4. EMPLOYEE'S RESPONSIBILITIES. Employee shall be responsible for the following: A. Changes. Employee shall advise PCNAI, in writing, as to any change in the information set forth in Employee's educational loan request (Exhibit A) attached hereto and made a part hereof, previously submitted by Employee to PCNAI. Additionally, Employee shall notify PCNAI, in writing, as to any change in his academic status as a student which may affect the terms of this Agreement. B. Academic Status. Employee shall enroll and successfully complete the CCA Program. Employee shall provide PCNAI with a copy of all notices regarding his academic or enrollment status. 5. SALARY AND BENEFITS. As an employee, Employee will work his regular schedule of forty (40) hours or more per week, and shall receive the employment benefits currently available to him. 6. PAYMENT OF TUITION AND REQUIRED EXPENSES. PCNAI shall make payments for actual tuition and required expenses (including but not limited to course books) during the CCA Program. PCNAI shall make direct payment or payments to the educational institution described in paragraph 1 for the items and in the amounts and according to the itemized schedule as provided herein in Exhibit A, attached hereto and made a part hereof. Said payment or payments shall be made by PCNAI upon receipt of an authorized, itemized bill from the educational institution identifying the institution and Employee. Said educational institution shall be efficiently notified of Employee's participation in the loan program and authorized to bill PCNAI directly for the items and amounts set forth in Exhibit A for expenses to be incurred during the period of Employee's loan eligibility hereunder. If Employee has made any payments for items set forth in Exhibit A for expenses to be incurred during the period of Employee's loan eligibility, Employee shall request to be reimbursed by the educational institution after the educational institution has received payment for any such item from PCNAI. Any cost to Employee for repeating coursework necessary for satisfactory completion of the CCA Program shall not be borne by PCNAI, but any such expense shall be the responsibility of Employee. 7. EMPLOYMENT OF EMPLOYEE. In the event that PCNAI shall exercise its right to employ Employee upon completion of the CCA Program, Employee shall continue to be an "at-will" employee and shall be subject to all the terms and conditions as any other employee of PCNAI. The terms of Employee's Confidentiality and Non-Competition Agreement shall not be affected by Employee's completion of the CCA Program or the terms of this Agreement. 8. TERMINATION OF AGREEMENT. A. Scholastic Deficiency. If at any time during enrollment at the designated educational institution, Employee's scholastic performance fails to satisfy the academic standards of the CCA Program, PCNAI shall have the right to withhold any future loan or payments previously made pursuant to this Agreement. Employee shall, upon demand of 2 PCNAI, repay any and all monies paid by PCNAI to Employee under this Agreement together with interest at the rate set forth in paragraph 9. B. Non-completion of Coursework. If Employee fails to satisfactorily complete the CCA Program by January 31, 2007, PCNAI shall have the right to demand immediate repayment of all funds paid by PCNAI pursuant to this Agreement. Employee shall, upon demand of PCNAI, repay any and all monies paid by PCNAI to Employee under this Agreement, together with interest at the rate set forth in paragraph 9 hereof. C. Non-fulfillment of Employment Obligation. If for any reason, including failing to qualify for certification, Employee shall fail to begin or to fulfill the employment obligation as herein provided, any and all monies received by Employee, or paid for Employee's benefit under the terms of this Agreement shall be repayable in full, together with interest at the rate set forth in paragraph 9. Said funds shall be repaid to PCNAI upon demand. Notwithstanding the foregoing, the following shall be applicable: (1) If PCNAI does not elect to continue the employment of Employee upon his completion of the CCA Program, Employee shall have no obligation to repay any funds received by Employee or paid for Employee's benefit under the terms of this Agreement. It is specifically understood by Employee that PCNAI is not obligated to continue the employment of Employee upon completion of the CCA Program, but shall reserve the privilege of doing so as herein specifically provided. (2) If, during Employee's period of obligated employment, his CCA certification is withdrawn or suspended, PCNAI, during such period of withdrawal or suspension, shall not be obligated to continue Employee's employment. Any period in which Employee's certification is withdrawn or suspended shall not be considered as part of the period of obligated employment. The period of obligated employment shall be fulfilled as a Network Technician and not in any other capacity. (3) It is specifically understood and agreed that, in the event that Employee's employment is terminated before completion of the employment obligation under the terms of this Agreement, PCNAI shall have the right of set- off for sums Employee is required to repay PCNAI under this Agreement, and against any sum otherwise payable by PCNAI to Employee. (4) If PCNAI employs Employee, and PCNAI terminates Employee without cause during Employee's period of obligated employment, Employee shall have no obligation to repay any funds received by Employee or paid for the benefit of Employee under the terms of this Agreement. (5) If PCNAI employs Employee, and PCNAI terminates Employee with cause during Employee's period of obligated employment, Employee shall be obligated to repay PCNAI a pro rata share of the money paid to Employee or for the benefit of Employee under this Agreement together with interest at the rate set forth in paragraph 9. "Pro rata share" shall mean the number of hours worked by Employee during the period of obligated employment divided by the number of hours in which Employee was engaged in the CCA Program. D. Death of Employee. In the event Employee shall die prior to the completion of the period of obligated employment, then this Agreement shall be terminated, and any obligations of Employee to repay any funds paid or received on his behalf under the terms of this Agreement are specifically waived by PCNAI. E. Miscellaneous. In the event that PCNAI shall cease carrying on its present business, for any reason, then this Agreement shall be null and void, and Employee shall not be required to repay PCNAI any funds paid or received on his behalf pursuant to the terms hereof. 9. INTEREST. Any interest required to be paid by Employee as part of the repayment obligation of Employee shall be at a rate equal to the Prime Rate as published in the Wall Street Journal in effect on the date on which this Agreement was fully executed, and shall begin to accrue on such date. 10. INCOME REPORTING OBLIGATION. Until such time as Employee completes the CCA certification, each amount paid to Employee or for Employee's benefit pursuant to the terms and conditions of this Agreement shall be deemed to be a loan. PCNAI shall report on Form W-2, Wage and Tax Statement, as wages, the pro rata amount of the payments which PCNAI has made to Employee, or for Employee's benefit, pursuant to the terms and conditions of this Agreement, together with interest as herein provided, which, because Employee has fulfilled a portion of Employee's obligated employment, Employee shall not be required to repay. PCNAI shall withhold on the basis of such amounts reported as wages, the amount of all federal, state and local taxes for which withholding by an employer is required, including but not limited to federal, state and local income taxes, FICA tax, and Pennsylvania Unemployment Compensation. In the event that Employee is not employed by PCNAI, but pursuant to the terms of this Agreement, or otherwise at PCNAI's election, Employee is not required to repay principal or interest of any loan made pursuant to this Agreement, the amount of such loan forgiveness, computed as of the date of the termination of Employee's obligation to repay under the terms of this Agreement or pursuant to PCNAI's election not to require payment, shall be reported to the Internal Revenue Service on Form 1099, or such other form as may be appropriate for the reporting of income. 11. NUMBER FOR REPORTING. Employee's social security number, to be used for any required reporting to the Internal Revenue Service, is 200-50-8252. 12. ASSIGNMENT. Employee may not assign all or part of this Agreement. PCNAI may assign the rights and obligations under this Agreement, in whole or in part. 13. NOTICE. Any notice from either party to the other shall be deemed sufficiently given if such notice is in writing, sent by certified mail, addressed as follows: 4 PCNAI: PC & Network Associates, Inc. Attn: Richard Powell 18 North Hanover St., Suite 101 Carlisle, PA 17013 Employee: Mark Weaver 3514 Ritter Highway Newville, PA 17241 14. DECLARATION OF GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the current laws and regulations of the Commonwealth of Pennsylvania. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first written above. ATTEST: PC & NETWORK ASSOCIATES, INC. By: rZ?1 ? `' Richard Powell, President WITNESS: EMPLOYEE: Mar Weaver 5 EXHIBIT A EDUCATIONAL LOAN REQUEST Name: Mark Weaver Address: 3514 Ritter Hwy., Newville, PA 17241 Phone Number: (717) 776-6392 PCNAI shall make direct payments to the educational institution as referred to herein for the items and in the amounts according to the itemized schedule provided below: New Horizons of Central Pennsylvania 5095 Ritter Road, Suite 114 Mechanicsburg, PA 17055 CITRIX Certified Administrator (CCA) cost for completion of training and the exam voucher for testing Such training will include: 1. CTX-1256BI Citrix Presentation Server 4.0: Administration 2. CTX-1455AW 3. CTX-1255AW Total Tuition $1,900 Other Expenses: 1. Mileage Payment Schedule: Prepaid by PCNAI for course dated 12/11 through 12/14/2006. Mileage expenses paid with month end expense submission by employee. j ?r `? E?ck" i w CONSULTANT AGREEMENT THIS CONSULTANT AGREEMENT (this "Agreement") is made effective as of this 30th day of May, 2008, by and between PC & NETWORK ASSOCIATES, INC., a Pennsylvania business corporation, located at 686 Front Street, Enola, Pennsylvania 17025 ("Company") and COMPUTER INFORMATION SYSTEMS & SERVICES, INC., a Pennsylvania business corporation, located at 400 Bridge Street, Suite 4, New Cumberland, PA 17070 ("Consultant"). WHEREAS, Company may seek to utilize the technical computer services of Consultant under the terms and conditions set forth in this Agreement for the benefit of Company or Company's clients and WHEREAS, Consultant wishes to provide technical computer services to the Company or, at times, directly to Company's clients, under the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, and for other good and valuable consideration, receipt of which the Company and Consultant hereby acknowledge, and intending to be regally bound hereby, the parties agree: 1. Independent Contractor Relationship. The relationship between Company and Consultant is an independent contractor relationship, and Consultant hereby agrees to the classification of its relationship with Company as such. This Agreement shall not render Consultant an employee, partner, agent of, or joint venture partner with Company for any purpose. Consultant is and will remain an independent contractor in Consultant's relationship to Company. Term. This Agreement shall run for a term of thirty (30) days from the date hereof and shall automatically renew for a like term, unless sooner terminated as provided herein. 3. Termination. Company may terminate this Agreement at any time, for any reason or for no reason, with or without cause and with or without notice to Consultant. Consultant acknowledges and agrees that, other than the promises and understandings contained in this Agreement, Consultant did not provide any additional consideration for this Agreement. 4. Duties. Consultant shall competently and faithfully provide technical computer services to Company, at times, or directly to Company's clients, as the case may be. Consultant will adhere to the Company's work standards as well as accepted industry standards and will act as a Company representative when interacting with clients. 5. Payment Terms. a. Adhoc Break-Fix work assignments: Payment for assignments for adhoc (Break-Fix) work will be at a rate of 65%/35% of the rate billed by the Company. Company would retain 65% of the amount billed for labor and Consultant would receive 35% of the amount billed for labor. b. Network Management Contract work assignments: Payment for work assignments for Network Management will be at a rate of $75.00/hour billed. Consultant will invoice Company for hours billed at the above rate on Net 15 terms. Product will be sourced by Company. Product is defined as any materials required for completion of the project assigned excluding labor. In the event product must be sourced through Consultant's vendors, a 10% markup will be applied to the cost of the product. 6. Proprietary Information. During the term of this Agreement, Consultant may acquire Proprietary Information. "Proprietary Information" is any information, data, document or communication (whether verbal, visual, tactile, written or electronic and whether or not the information is copyrightable) including, witgbut limitation, products, processes, ideas, know-how, designs, technology, methods, procedures, patents, copyrights, trademarks and other intellectual property, s . . CONSULTANT AGREEMENT PAGE 2 artwork, programs, operations, customer data, customer lists, contractor lists, employee lists, sales data, sales forecasts, marketing plans, marketing strategies, business plans, business forecasts, prices, costs, product data, pricing strategies, financial statements, financial forecasts, product research and development, information concerning the Company's equipment, assets, management or employees and any other information pertaining to or in any way connected with the business or business opportunities of the Company or the Company's clients, licensees, affiliates, subsidiaries, independent contractors and suppliers. 7. Permitted Use. Consultant acknowledges that Proprietary Information is a valuable asset that belongs to the Company. Consultant covenants and warrants to the Company that Consultant will not use Proprietary Information for any other purpose and will not use Proprietary Information in any manner that is adverse or detrimental to the interests of the Company. Duty to Return the Company Property. When this Agreement terminates or upon earlier request by the Company, Consultant agrees that Consultant shall immediately return to the Company all the Company property, Proprietary Information and all copies and extracts thereof in whatever form it or they exist and Consultant shall promptly destroy all books, binders, manuals, articles, extracts, notes, letters, memoranda, papers, programs, records, writings, video tapes, audio tapes, artwork, media, computer files, floppy disks, CD-ROMs, DVDs, electronic records, electronic files, computer readable media or record of any kind of all Proprietary Information. Upon completion of Consultant's obligation as set forth in this paragraph, Consultant shall certify completion thereof in writing to the Company. Confidentiality, Non-Use and Non-Disclosure. Consultant covenants and warrants that, during and after the term of this Agreement, Consultant will maintain in complete confidence and secrecy all Proprietary Information, except such information that has become public knowledge by means other than a violation of this Agreement. Consultant agrees that, during and after the term of this Agreement, Consultant will not use Proprietary Information in any manner that is adverse or detrimental to the interests of the Company and Consultant will not publish, disseminate, or disclose Proprietary Information to any third party without the express prior written consent of the Company and then only to a party that has entered into a confidentiality agreement with the Company. No Proprietary Information shall be deemed to be in the public domain merely because it contains in part or is derived from more general information in the public domain. 10. Non-Solicitation of Company's Clients and Employees. Consultant acknowledges that the permanent and exclusive relationship of the Company with its clients and its employees has been established by substantial efforts of the Company and that the Company is entitled to protect its relationship with its clients and it employees. Consultant agrees, covenants and warrants that, during the term of this Agreement and for a period of twenty-four (24) months following termination of this Agreement, Consultant will not (a) directly or indirectly request any current or potential client of the Company, which Consultant contacts during the term of this Agreement, or any other present client of the Company to curtail or cancel its business, whether it be adhoc Break-Fix services or managed network services business, with the Company or its affiliates; (b) accept any business from any current or potential client of the Company, with whom Consultant has had direct or indirect contact during the term of this Agreement; or (c) directly or indirectly induce, or attempt to influence any employee of the Company to terminate his or her employment with the Company. 11. Exceptions to Non-Solicitation of Company's Client and Employees. Company and Consultant acknowledges that Mark D. Weaver is bound under an existing non- compete agreement signed May 23, 2006 titled PC & Network Associates, Inc. Employee Confidentiality & Noncompetition Agreement for a period of 2 years from the effective date,of his resignation May 30, 2008. Regarding the existing clause in Paragraph 6 of that document which prohibits Mr. Weaver from en' aging in competitive activities with another business entity or on his CONSULTANT AGREEMENT PAGE 3 purpose of permitting Consultant to own, the Company grants exception to this clause for the reement. In establish his company and to accommodate the relationship defined in this a9 Inc. to addition, the Company will transfer contract responsibility for ItelFof it's rights as defined in Consultant. These are the only exceptions granted by the Company ition Agreement. said PC & Network Associates, Inc. Employee iConfidentiality & Noncompe Ownership of existing Client's of the Company can be transferred to Consultant under the following conditions provide adequate justification for the transfer of ownership. a) Client expresses an interest and can not change client's decision. on will be 10% of one (1) ansf b) Discussions with the Company decision. pensati c) Company must be compensated for the trn w ler. not bemess than $5,000.00. years gross billing. Minimum comp ation the course of business, Company's client will more tda likely acquire ct tal timmed informat for During Consultant. If Company's client contacts cons convey the issue discussed to the Company 12. Restrictions Reasonable. Consultant is necessary to acknowledges that the compliance with the restrictive rotect the business and goodwill the Agreement will result covenants contained in this Ag damages can not provide which' money this g Company, that a breach of the coa a to tts and he Company, warranties in irreparable and continuing da g adequate relief, and that the restrictions in this Agreement are reasonable of the covenants 13. Remedies for Breach. Consultant acknowledges that a breach by Consultant a continuing damage to the by Consultant of the and warranties contained in this Agreement will irreparable and Company. Consequently, Consultant agrees that shall be entitled to both he the covenants and warranties contained in this preliminary the Company or permanent injunction to prevent both a temporary restraining order and a P other remedy can b against continuation of harm and (2) money damages insofar an t feom alsoe pursu rig an. Nothing in the Agreement shall be construed to prohibit or any entity owned, operated, or controlled by the the Consultant, Consultant's agent Y Consultant, the parties having agreed that all remedies are cumulative. The parties agrfurther that any failure by the Company to enforce, or any delay in enforcing, any provision A reement shall not be construed as a waiver of the Company's rights under this Agreement and shall not preclude the Company from subsequently seeking enforcement of that provision or of 9 any other provision of this Agreement. Agreement is not assignable by Consultant, in whole or in part, without the prior, express written consent of the Company. 15. Successors and Assigns. This Agreement and the rights and obligations of the parties hereto and on any shall be binding on and shall inure to the benefit of each of t ore parties hereto and on any Except erger, successor entity the Company by reorganization, m hereunder mayrbe of all or substantially all of its business tnnop any erties.ghts or beneas to any assignee of the Company, neither this Ag eeme assigned by Consultant. 16. Choice of Law, Venue. The substantive and procedural laws of the Commonwealth of Cmmon Pleas parties Pennsylvania shall govern this Agreement and the rights andtoo i o The parties hereto consent to the jurisdiction of the obections they may have to ve any County, Pennsylvania for such purposes, and irrevo o hly erw ale have tolbring action in any other such jurisdiction or venue, and any right they may jurisdiction or venue. ? ? J t CONSULTANT AGREEMENT PAGE 4 17. Savings Clause. If any one or more of the provisions contained in the Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, this invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. If any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity, or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. 18. Entire Understanding. This Agreement contains the entire agreement of the parties with respect to the subject matter herein contained, and all prior or contemporaneous communications, negotiations or agreements are hereby merged into and superseded by this Agreement. This Agreement may be modified or amended only in writing signed by the parties. COMPANY: PC & NETWORKASSOCIATES, INC. /'-?/ BY. NAME: RICHARD W. POWELL TITLE: PRESIDENT COMPUTER INFORMATION SYSTEMS& SUPPORT BY: NA : MARK D. WEAVER TIT E: PRESIDENT ?., t. ?r V N s W W U\ r? ti 0 F I, N C3 w 0 1 ? -,c AG? SMIGEL, ANDERSON & SACKS, LLP River Chase Office Center 4431 North Front Street, 3`d Floor Harrisburg, PA 17110-1778 (717) 234-2401 PC & NETWORK ASSOCIATES, INC., Plaintiff, V. MARK D. WEAVER and COMPUTER INFORMATION SYSTEMS & SERVICES, INC., Defendants. Peter M. Good, Esquire ngood(a)sasllp.com Daryl J. Liguori, Esquire dliguoriQsasllp,com Attorneys for Plaintiffs IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. G?- 67 33 CIVIL ACTION - LAW AND EQUITY PLAINTIFF'S EMERGENCY MOTION FOR SPECL4,L INJUNCTION/TEMPORARY RESTRAINING ORDER AND PRELIMINARY INJUNCTION AND NOW COMES Plaintiff PC & Network Associates, Inc., by and through their attorneys, Smigel, Anderson and Sacks, LLP, to file the following Emergency Motion for Special Injunction/Temporary Restraining Order and Preliminary Injunction against Mark D. Weaver and Computer Information Systems & Services, Inc. (hereinafter "CISS") and avers in support as follows: 1. The instant Motion seeks a Special Injunction/Temporary Restraining Order without notice and hearing and the scheduling of a hearing on a preliminary injunction within five (5) days of the granting of the temporary restraining order pursuant to Rule 1531 of the Pennsylvania Rules of Civil Procedure. 2. Concurrently with the filing of this Emergency Motion, Plaintiff is filing a Complaint against the Defendants. Plaintiffs averments in the Complaint are incorporated herein by reference as if fully set forth. 3. Plaintiff PC & Network Associates, Inc. (hereinafter "PCNAI") is a Pennsylvania Corporation that provides computer consulting and network management services to its clients mainly in the Central Pennsylvania counties of the counties of Dauphin, Cumberland, Lancaster, York, Perry and Lebanon. 4. Defendant Mark Weaver (hereinafter "Weaver") was employed as a Network Technician by PCNAI effective May 23, 2006. 5. As part of his employment, Weaver executed an Employee Confidentiality & Noncompetition Agreement dated May 23, 2006. 6. Pursuant to the terms of the Agreement, Weaver contracted to not compete with PCNAI or solicit PCNAI's customers for a period of two (2) years following his termination in the counties of Dauphin, Cumberland, Lancaster, York, Perry and Lebanon. 7. In May of 2008, Weaver informed PCNAI that effective May 30, 2008 he was resigning his position and was opening his own computer consulting and network management company, Defendant CISS. 8. On May 30, 2008, CISS and PCNAI entered into a Consultant Agreement by which CISS and Weaver would work together in an independent contractor relationship. 9. The Noncompetition Agreement remained in effect with the exception that Weaver and CISS would be allowed to work with Kelly Financial Services, a former PCNAI client. 10. On or about November 5, 2008, PCNAI learned that one of its clients, FMA Advisory, Inc. (hereinafter "FMA") had been solicited by Weaver and CISS and was terminating its contract PCANA. 11. PCNAI also learned that Weaver encouraged FMA to terminate its contract with PCNAI and that CISS would be taking over computer consulting and network services for FMA. 2 12. PCNAI also learned that Weaver and CISS solicited PCNAI client Project Share as a client. 13. Weaver and CISS are now providing computer consulting and network services for Project Share. 14. It is believed and therefore averred that Weaver and CISS are in possession of and return PCNAI proprietary information, data, software, and intellectual property. 15. Weaver and CISS' actions have caused and will continue to cause irreparable harm to PCNAI. 16. Weaver and CISS are competing in the computer consulting and networking industry in Dauphin, Cumberland, Lancaster, York, Perry and Lebanon counties in violation of the Noncompetition Agreement and the Consulting Agreement. 17. Furthermore, Weaver is in possession of PCNAI proprietary information and intellectual property which he had access to as part of his Consultant Agreement. 18. As a direct result of Weaver's breaches, PCNAI has suffered damages in that it was denied the benefit of the Noncompetition Agreement and has lost clients as a result. 19. The foregoing conduct was, and continues to be, willful and intentional, and has already caused and will continue to cause serious damage to PCNAI with respect to its contractual and business relationships. 20. A special injunction/temporary restraining order, preliminary injunction, and permanent injunction is required and reasonable suited to abate further immediate and irreparable injury to PCNAI's interests. 21. This Honorable Court has the power to issue injunctions to prevent irreparable harm pursuant to Pa. R.C.P. 1531. 3 22. PCNAI will likely prevail on the merits of its claims for breach of contract and interference with contractual relations against the Defendants. 23. There is no remedy at law that will reasonably and adequately compensate PCNAI for the immediate, irreparable harm that has been and will continue to be suffered by PCNAI. 24. The granting of this temporary restraining order, preliminary injunction, and permanent injunction will not adversely affect the Defendants, other interested parties, of the public interest. 25. It is PCNAI's position that Weaver can not work in the computer consulting and networking field in Dauphin, Cumberland, Lancaster, York, Perry and Lebanon counties due to his execution of the Noncompetition Agreement. 26. Greater injury would result to PCNAI from this Court's refusal to grant an injunction than a refusal to grant an injunction would cause the Defendants. WHEREFORE, Plaintiff respectfully requests this Honorable Court issue a special injunction/temporary restraining order, as well as a preliminary and permanent injunction, and thereby Order the following: 1. That Mark Weaver and CISS are enjoined from working for PCNAI's existing clients including FMA and Project Share; 2. That Mark Weaver and CISS are enjoined from soliciting or working in the computer industry within the counties of Dauphin, Cumberland, Lancaster, York, Perry and Lebanon as in direct competition with PCNAI. 4 3. That Mark Weaver and CISS are to maintain the confidentiality of PCNAI's proprietary information and intellectual property as provided by the Non-Compete Agreement and the Consulting Agreement; and 4. That Mark Weaver and CISS must return all PCNAI data, software, and return all intellectual property whether in electronic or paper form. WHEREFORE, the Plaintiffs respectfully request that this Court issue and Order in substantially the form attached hereto together with reasonable attorney's fees, court costs, punitive damages and such other relief as the Court deems just and appropriate. Respectfully submitted, SMIGEL, ANDERSON & SACKS, L.L.P. Date: By: ? X - I _?ND J Peter M. Good, Esquire # 64316 Darryl J. Liguori, Esquire ID # 91715 River Chase Office Center, 3rd Floor 4431 North Front Street Harrisburg, PA 17110-1778 (717) 234-2401 Attorneys for Plaintiffs 5 NOV-12-08 03:46 PM PCNAI 7177328144 P.02 I . PC & NETWORK ASSOCIATES, INC.. Plaintiff, V, MARK D. WEAVER and COMPUTER INFORMATION SYSTEMS do SERVICES, INC., Defendants. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA : NO. CIVII. ACTION - LAW AND EQU1'I"Y VERIFICATION I, Richard Powell, President of PC & Network Associates, Inc., verify that the statements contained in the foregoing Motion for Special Injunction/Temporary Restraining Order and Preliminary Injunction are true and correct to the best of my knowledge, information and belief, 1 understand that false statements therein are made subject to the penalties of 18 Pa.C,S. § 4904, relating to unsworn falsification to authorities. Date: Richard Powell, President PC & Network Associates, Inc. C ? ? i ?? ? r ,? ? m ?:?j s? ? ' ?' Za. >.?.,- r ? -?i C.. .r Jrn c'' :`-? J c : PC & NETWORK IN THE COURT OF COMMON PLEAS OF ASSOCIATES, INC., CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff : V. : CIVIL ACTION - LAW MARK D. WEAVER and COMPUTER INFORMATION SYSTEMS & SERVICES, INC., Defendant : NO. 08-6733 CIVIL TERM IN RE: PLAINTIFF'S EMERGENCY MOTION FOR SPECIAL INJUNCTION/TEMPORARY RESTRAINING ORDER AND PRELIMINARY INJUNCTION ORDER OF COURT AND NOW, this 21" day of November, 2008, upon consideration of the above motion, a hearing is scheduled for Wednesday, February 11, 2009, at 9:30 a.m., in Courtroom No. 1, Cumberland County Courthouse, Carlisle, Pennsylvania. BY THE COURT, Peter M. Good, Esq. Darryl J. Liguori, Esq. River Chase Office Center Third Floor 4431 North Front Street Harrisburg, PA 17110-1778 Attorneys for Plaintiff ) lil(-, J esley 0'Z J4 J. // z Y -,OF (41 Z ell, 013? 2jaz ,- , - )j -? ? ? , j --,;- ? 1 -q " Mark D. Weaver President, Computer Information Systems & Services, Inc. 3514 Ritter Highway Newville, PA 17241 Defendant, pro Se :rc ti CASE NO: 2008-06733 P SHERIFF'S RETURN - REGULAR COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND PC .NETWORK ASSOCIATES INC VS WEAVER MARK D ET AL KENNETH E GOSSERT Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT - EQUITY was served upon WEAVER MARK D DEFENDANT the , at 0013:45 HOURS, on the 17th day of November , 2008 at 3514 RITNER HIGHWAY NEWVILLE, PA 17241 by handing to SHAWN WEAVER ADULT SON OF DEFENDANT a true and attested copy of COMPLAINT - EQUITY together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing Service Affidavit Surcharge Sworn and Subscibed to before me this of So Answers: 18.00 12.00 .00 10.00 R. Thomas Kline .00 40.00 11/20/2008 SMIGEL ANDERSON SACKS By. day De ut e iff A.D. b. CASE NO: 2008-06733 P SHERIFF'S RETURN - REGULAR COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND PC NETWORK ASSOCIATES INC VS WEAVER MARK D ET AL MICHELLE GUTSHALL , Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT - EQUITY was served upon COMPUTER INFORMATION SYSTEMS & SERVICES INC DEFENDANT the , at 0013:08 HOURS, on the 19th day of November-, 2008 at 400 BRIDGE STREET SUITE 4 NEW CUMBERLAND, PA 17070 MARK WEAVER by handing to PRESIDENT OF COMPANY a true and attested copy of COMPLAINT - EQUITY together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing Service Affidavit Surcharge 12I640k 9- 6.00 17.00 .00 10.00 .00 33.00 Sworn and Subscibed to before me this day So Answers: R. Thomas Kline 11/20/2008 SMIGEL ANDERSON SACKS By. W C, Deputy Sheriff of A. D. ti SMIGEL, ANDERSON & SACKS, LLP River Chase Office Center 4431 North Front Street, 3rd Floor Harrisburg, PA 17110-1778 (717) 234-2401 PC & NETWORK ASSOCIATES, INC., Plaintiff, V. MARK D. WEAVER and COMPUTER INFORMATION SYSTEMS & SERVICES, INC., Defendants. TO THE PROTHONOTARY: Peter M. Good, Esquire pgood("asllp.com Daryl J. Liguori, Esquire dli on i ,sasllp.com Attorneys for Plaintiffs IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 08-6733 CIVIL TERM CIVIL ACTION - LAW AND EQUITY PRAECIPE PLEASE withdraw Plaintiffs Emergency Motion for Special Injunction/Temporary Restraining Order and Preliminary Injunction and cancel the hearing schedule for February 11, 2009. SMIGEL, ANDERSON & SACKS, LLP Dated: By; 19a Peter M. G od, Esquire ID #64316 Darryl J. Liguori, Esquire ID #91715 4431 North Front Street Harrisburg, PA 17110 (717) 234-2401 Attorneys for Plaintiff PC & NETWORK ASSOCIATES, INC., Plaintiff, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. MARK D. WEAVER and COMPUTER INFORMATION SYSTEMS & SERVICES, INC., Defendants : NO. 08-6733 CIVIL TERM : CIVIL ACTION - LAW AND EQUITY CERTIFICATE OF SERVICE I, Peter M. Good, Esquire, hereby certify that a true and correct copy of the foregoing Praecipe was served upon the following as addressed below by depositing the same in the United &day States Mail, first class, postage prepaid, at Harrisburg, Pennsylvania on this of January, 2009: Bryan W. Shook, Esquire Law Office of Darrell C. Dethlefs 2132 Market Street Camp Hill, PA 17011 Attorney for Defendants The Honorable Judge J. Wesley Oler, Jr. Cumberland County Courthouse One Courthouse Square Carlisle, PA 17013-3387 SMIGEL, ANDE ON & SACKS, LLP By: Peter M. Good, Esquire ID #64316 Darryl J. Liguori, Esquire ID #91715 4431 North Front Street Harrisburg, PA 17110 (717) 234-2401 Attorneys for Plaintiff .ra C3 SMIGEL, ANDERSON & SACKS, LLP River Chase Office Center 4431 North Front Street, 3`d Floor Harrisburg, PA 17110-1778 (717) 234-2401 Peter M. Good, Esquire p ood@sasllp.com Daryl J. Liguori, Esquire dliguori(, i.sasllp. com Attorneys for Plaintiffs PC & NETWORK ASSOCIATES, INC., Plaintiff, V. MARK D. WEAVER and COMPUTER INFORMATION SYSTEMS & SERVICES, INC., Defendants TO THE PROTHONOTARY: IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA : NO. 08-6733 CIVIL TERM : CIVIL ACTION - LAW AND EQUITY PRAECIPE PLEASE mark the above-captioned matter settled, discontinued, and ended with prejudice. SMIGEL, ANDERSON & SACKS, LLP Dated: By: / Peter M. oo , quire ID #64316 Darryl J. Liguori, Esquire ID #91715 4431 North Front Street Harrisburg, PA 17110 (717) 234-2401 Attorneys for Plaintiff PC & NETWORK ASSOCIATES, INC., Plaintiff, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. NO. 08-6733 CIVIL TERM MARK D. WEAVER and CIVIL ACTION - LAW AND EQUITY COMPUTER INFORMATION SYSTEMS & SERVICES, INC., Defendants. CERTIFICATE OF SERVICE I, Peter M. Good, Esquire, hereby certify that a true and correct copy of the foregoing Praecipe was served upon the following as addressed below by depositing the same in the United States Mail, first class, postage prepaid, at Harrisburg, Pennsylvania on this /4 day of 2009: Bryan W. Shook, Esquire Law Office of Darrell C. Dethlefs 2132 Market Street Camp Hill, PA 17011 Attorney for Defendants SMIGEL, ANDERSON & SACKS, LLP By: IXi l' 14 Peter M. Good, Es ire ID #64316 Darryl J. Liguori, Esquire ID #91715 4431 North Front Street Harrisburg, PA 17110 (717) 234-2401 Attorneys for Plaintiff t'? ? ? ? ? ?,- -?? -,,_? c?.. ? G` ,- _ ? a ?? ? z? `` y- l> r r? - *?- ? ? c,.s ?