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HomeMy WebLinkAbout12-1837 - rf TJ ?= f f i n . IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA E-DATA EXPERTS, INC., 5001 Carlisle Pike, Suite 202 Mechanicsburg, PA 17050 Plaintiff, V. IBUSINESS SOLUTION, LLC 5000 Lenker Street Mechanicsburg, PA 17050 Defendant. No. /P37 CIVIL ACTION 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. Lawyer Referral Service 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 Telephone: (717) 240-6200 403.75 PO pTW C"(110480 7.1177 p, a 1 y 1162450 Steven M. Montresor smontresor@ldylaw.com Attorney ID #74244 Daniel R. Jameson djameson@ldylaw.com Attorney ID #307543 Latsha Davis & McKenna 1700 Bent Creek Boulevard, Suite 140 Mechanicsburg, PA 17050 Attorneys for Plaintiff, Tele: (717) 620-2424; Fax: (717) 620-2444 e-Data Experts, Inc. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA E-DATA EXPERTS, INC., 5001 Carlisle Pike, Suite 202 Mechanicsburg, PA 17050 Plaintiff, No. CIVIL ACTION V. IBUSINESS SOLUTION, LLC 5000 Lenker Street Mechanicsburg, PA 17050 Defendant. COMPLAINT AND NOW COMES, Plaintiff, e-Data Experts, Inc., by and through its attorneys, Latsha Davis & McKenna, P.C., and files the within Complaint against Defendant, iBusiness Solution, LLC, and in support thereof, avers as follows: 116245v] I . Plaintiff, e-Data Experts, Inc. (hereinafter "e-Data"), is a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with a principal place of business at 5001 Carlisle Pike, Suite 202, Mechanicsburg, Pennsylvania 17050. 2. e-Data is an information technology consulting, services and business process outsourcing organization that provides services, including but not limited to, information technology staffing services. Defendant, iBusiness Solution, LLC (hereinafter "IBS") is a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with a principle place of business at 5000 Lenker Street, Mechanicsburg, Pennsylvania 17050. 4. IBS is an Information Technology ("IT") development and consulting firm. On or about May 6, 2010, e-Data and IBS entered into a Vendor Services Agreement ("Agreement"), whereby e-Data could provide IT staffing services to IBS at IBS' request. A true and correct copy of the Agreement is attached as Exhibit "A" and is incorporated by reference as if set forth at length. 6. Pursuant to the Agreement, e-Data provided IT staffing services to IBS by way of a work order dated May 6, 2010. A true and correct copy of the work order is attached as Exhibit "B" and is incorporated by reference as if set forth at length. 7. Commencing in May 2010, e-Data provided IT staffing services to IBS in accordance with the Agreement and work order. 8. IBS has a contractual duty to compensate e-Data for the IT staffing services it provided to IBS. 9. e-Data provided IT staffing services to IBS in June 2011, July 2011, and August 2011 and has not received payment for those services. 116245v1 10. A balance in the amount of $32,256.00, plus interest is currently due and owing to e-Data for the IT staffing services that it provided to IBS. True and correct copies of the June 2011, July 2011, and August 2011 outstanding invoices are attached hereto as Exhibit "C" and are incorporated by reference as if set forth at length. COUNT I - BREACH OF CONTRACT 11. Paragraphs 1 through 10 above are incorporated herein by reference as if fully set forth at length. 12. e-Data and IBS entered into a Vendor Services Agreement as more fully set forth above. 13. The Agreement obligates IBS to pay e-Data for the IT staffing services rendered to IBS by e-Data. 14. At all times relevant, e-Data provided IT staffing services to IBS pursuant to the aforementioned Agreement and work order. 15. Pursuant to Article 3 of the Agreement, IBS has a contractual obligation to make payments to e-Data. 16. IBS has failed to pay e-Data for the IT staffing services provided to IBS in June 2011, July 2011, and August 2011 in the amount of $32,256.00. 17. The failure of IBS to pay e-Data for the outstanding invoices constitutes a breach of the Vendor Services Agreement. WHEREFORE, Plaintiff, e-Data Experts, Inc., demands judgment in its favor and against Defendant, iBusiness Solution, LLC, in the amount of $32,256.00 together with any other relief the Court may deem just and equitable. 1162450 COUNT II - QUANTUM MERUIT 18. Paragraphs 1 through 17 above are incorporated herein by reference as if fully set forth at length. 19. IT staffing services were provided pursuant to the work order. 20. IBS has failed to pay for the IT staffing services rendered by e-Data to IBS. 21. e-Data is entitled to receive payment in full for the reasonable value of the IT staffing services it provided to IBS. 22. e-Data has demanded payment in full for the IT staffing services which it provided to IBS, and has not received payment for the same. 23. The reasonable value for services rendered to IBS is $32,256.00. 24. Because IBS has received the benefit of the IT staffing services provided by e- Data and has not paid e-Data for the same, IBS has been unjustly enriched. WHEREFORE, Plaintiff, e-Data Experts, Inc., demands judgment in its favor and against Defendant, iBusiness Solution, LLC, in the amount of $32,256.00, together with any other relief the Court deems just and equitable. Respectfully submitted, LATSHA AVIS & MCKENNA. P.C. Dated: 21 c9VP By: Steven M. Montresor Attorney I.D. No. 74244 Daniel R. Jameson Attorney I.D. No. 307543 1700 Bent Creek Boulevard, Suite 140 Mechanicsburg, PA 17050 Tele: (717) 620-2424; Fax: (717) 620-2444 Attorneys for Plaintiff, e-Data Experts, Inc. 116245v1 VERIFICATION I, Andy Keyser, hereby verify that I am the Chief Executive Officer of e-Data Experts, Inc.; that I am authorized to make the within Verification; and the statements of fact in the foregoing Complaint are true and correct to the best of my knowledge, information and belief. I understand that any false statements therein are subject to the penalties contained in 18 Pa. C. S. § 4904, relating to unworn falsification to authorities. if Dated: 3/9/2012 Andy Keyser, Chief Executive Officer 116245v1 r? ? 01% 18 Iat less Solution VENDOR SERVICES AGREE-MFN-T This VENDOR SERVICES AGREF.,MENT (Agreement) is entered into as of 041)6`010. hetwcen e-l>ata Experts Group. Inc. Tax Id 26-4356773 (Vendor), an organization based qt 131.anca ('oarrt. Mechanicsburg, PA 1`050 and iBusiness Solution, LLC OBS), a Pennsykania- ha,cd company based at 5000 L.enker Street Mechanicsburg, PA 17050, smith respect to tile l<?11tnt n ??' fact": `t IRS nta? enter into a contract (Contract) with a Customer or CLI-Mommy Wornp,am ), from time to time, for consulting and development work with regard to certain computer ,o ft ware. l3. 1135 rttat need the scrVices of Vendor, and Vendor may be willing to provide CI. C011sultino-services to IT3S with regard to the Cotatract, In consideration oft.Ile intent crnuained herein, Vendor-and IRS agree as rollcrvvs: lrtiele I - Scope cat' Services IRS shall retain Vendor to carry out and perform such software developmem. en?±intcrirtt? u prtrgr,Imlalirtg, (Services) for a period as IBS Shall set Forth in a Work Order. as that term is defined in Article 2. which 111.1,, he amended mutual agrecine-nt fn7m time to time hN tile parties' . 11, providing the Services to IBS. Vendor shall perfiorrn the Service, at the Location :tr as specificall. requested pursuant to the Work order. I . 1I3S shall consult with Vendor in determining the method, means and technical detail", of performing the Services, but at all times Vendor shall be responsible for and vi ill control thy: perfornlanee of, its employees, its agents.. or other representatives inclul:hng the mcata, mid mcilulds of performance. MS. however, will have a steneral right to insneet the work in proo re,s to determine whether in its opinion Vendor is proceedin, with vNork I- Z? on IJ1c project as prescribed herein. Article 2 - Work Ordere 171e Service, fi:1r each project shall tae requested by individual Work Ordcrs (Work 0ider;,j. F acli \k-ork t)tder shall specify the Compam, the nature ol'thc project, the number of llionths II3S vai;hcs to have Vendor work on the project. the place where the projcct is to he perfirrmedt and the andelpatcd cot1sttltittg fees to he chargred hti Vendor for the project. If Vendor agrees tt> the Work Order, Ve,idor shall confirm Vendor's acceptance of the. Work Order in writing. Article 3 - Payment 'T'erms Im mces will be SCIII via far or email for- the services provided and approved hours it, tftat month i e the Vcrld:.r tc; IRS. ,1I1 invoices shall be payable as per the term written in the Work order. ?,tr+)t; [inter Street,. Mechanicsburg, PA 171050 FaN: 717-737-096-1 Email t+?S fi .ti::1 n Vcrrcicyr Initial The tee arced in the Fork Order will remain unchanged for the term of the Worm Order and anv evensiort thereof. The Fee agreed upon is all inclusive unles specified in the Work, Urder, IE;?C, is 1101 obligated to pay full or any portion oh invoices for which IBS did not receive payment froth it, customer due to any mason. I lowever IBS would try to resolve the matter with tlac Customer to i, lest of its ability. but the ultimate decision lies with the CuStutrte:r. V'o 111,1:cl. living. training, entertainment. material or other costs will be reimbursed to Vendor (or t? pc.rz;crnucl) unless specified in the % ork Order or mutually agreed upon in vvritinL. Veliclo agrees to treat the Compensation 'Service fees as confidential information and Nvill tyke c? rv Ofort to limit its di,closure within ContpanN or Vendor. Article 4 - Performance Warranties .1. Vendor warrants that., in performing the Services, Vender or software professir7nrtls provided by Vendor will strictly comply with the descriptions and representations WS to the Services, including perf« ranance capability, accuracy. completeness and re(Juirements. trhich appear on am, Akoi k Order or as specified by Compruty. v. Vendor Iiarther va?at?rants that the work product of' endor or softmare prof?essiotlala provided by Vendor will be clean and presentable in accordance %vith uenerallN applicable standards in the industt)?. Vendor shall, at its oven expense, promptl} replace or regenerate any data and development work that Vendor causes to be lost or damaged duc to hi her own negligence! deliberate attempt. In a situtation that the Suftvvat -e t. 0 Itrof,ssionai(s) provided by Vendor is not f and suitable to IBS or its Customer on account ref hii/her work content, ethics or behavior. then IRS c,an te:rminatc the Work Order and/or the agreement inimzdiately. Conflict cif hxerest. Vendor covenants that it presently has no interest and will not acquire ranv intsrest, direct or indirect.. that would con lice in any manner or degree with the perlormaticu of scrvices required to be performed under this Agreement. Article a - Ownership of Developments 1.1 [BS and vendor agree that all codes, developrrtettts, designs, discovcTies. irieati. !mprovcrncnts. processes,, programs, systerns, trademarks, service marks. writings. ereaticros, enhancements. improvements or other invkmtions, whatsoever. which have been or shall be made, developed, conceived or reduced to practice or writing by A'?cndor, eitf,er alone or with others, (i) at any tine during Vendor's engagwinent by IBS or (ii) kN ithin one year followim,, the termination or completion of such engage'llent, v01ichever is later. and other things or materials developed by Vendor in fulfillment of the Services (Inventions) shall be considered to be "works made for hire," and that they and the patents, copyrights, trade secrets and other intangible property rights therein shall become tilt sole and eXclctsive property of 1135, subject to IBS's obligations to Company under the C,r>turact, if theY are part of. relate to or are usable with: (a) The Services: (bi Vendor's engagement by IRS: X000 LenkerStreet. Mcchanicsburg, PA 1700 Fay:: 717-730-0962 Finail. hr(h att. n. ?r t r? !l3 S Init+:ai 4 Vendor Initial ?? tc) Any x.ork or dccclopment project tlaeat being undertaken by IBS or C??cvnpanr: (d) Iae htrsiness and affairs of IBS or Company, { f Etnbxiv Confidential information of IBS or Company lfl "tny process, apparatus or article useful itt the develop?nent. manufacture, testing or operation paragraphs la)through (e). F o the extent, if any, that IBS dues not orig l acquire f,aE'eatticxi pursuant to Paragraph ; ! of this Aetreement endtuarl h legal hyOassi<7nltale1c, IiIN ttdt2rls entire w«rld?i?ide right, title and interest therein free of all liens and enctutabrances io IBS, Vendor sha?lf, bath durinc, and after termination of Vendor's engagentetat by IBS. assist IBS in every proper manner. at IRS's expense and without cost to Vendor, to obtain for 1135. and to maintain and enl1wee in any and all countries, patents, trademarks, copyrr(,his and all other protectable rights on all inventions assigned by Vendor pursuant to I'ar?L,r<aph?-3 of' this Agreement. For such purposes, Vendor shall execute all t -S- and Ior ign patent applications, copyright re-gistrations, recordable assignments l0f .211 c0tfntrie- , supplemental filings or declarations and all other legal documents as IRS naa. rc?lucst Sht.ntld IBS be unable to secure Vendors sisgnatlim ctrl anv doctirneut neccssar? to apple ('tar, prosecute. obtain. or enforce any' patent, copyright. or other right or Protection relating to any Invention, on arty cause. Vendor herebe irrevocahh dcsittnates urul appoints IRS and each of its dttly <atilhorized officers and agents as Vender', agent and atiornee-in-tact, to act for and in Vendor's behalf and stead and to execute and rite atn\ Such docttnaent. and to do all other lawfully permitted acts to further the prosectrti0n. issuance, and cnlorcement of'such patents, copyrights, of other rights or- protections with !hc ,dnte force -,told effect as if executed and delivered by Vea doi Article 6 - Confidential Information t;,; C;'orafrdc?tt.aal ItI 6rmation Defincd The parties contemplate than either fBS or (omf%mN Wray disclose to Vendor or vice versa, information concerning Inventions, confidential kn(m-hot,, and trade secrets to further ti?te performance of this Agreement: rite C't?ntr-1 or the Service-,. "Confidential information" includes. but is not limited to. lechnical and businc„ information relating to either, ppart)-'s inventicins or products. research and development, production. ma nitfacturing and engineering processes, computer sol4kau•e. cost,, profit or margin infcnmlatiun, finances, customers. employees, Vendors. ecruitms nt po9ici€:s and programs, compensation information. ntarketin?;. and MOduc6ov and future busrncs?s plains. t,.? I2in its in Confidential Informaticm. All Confidential Information shall remain file sole property of 1135 or Company or Vendor, Neither party- shall have ilae right to use the Confidential information other than in the performance- ()(,tile Services. t>.. C' ?nfulc ntiahttAg,?cc i ent. Both Vendor and IBS agree that then ashall hcald all Confidential liformation in strict confidence. floth Vendor and 1135 further agree than they ),krill not male any discslosurc of the ontidemial Information Omn lading inethods or concepts utilized in the Confidential haf'rarmation) to anyone without the express written consent of either parTN. except to persons to whom disclosure is necessary for the perlarinattcz of this Agreement. Both t?aia, 1, Wier Street. Meehanmbtrr„l. PA 170?50 Fax: 7t ,-7;7_096_' Enmrl 1, 1" it)t Vendor initial J?t1C Vendor and IBS shall take all reasonable steps to ensure the confidentiality (%I, all C onlidential Information. C> Return. of l!!LQr_ntatioij. After termination of this Alzi-eernent or any NNork Order. Vendor shall return all originals, and copies thereof" of any Confidential Information wvithin ten C11%.,, tO IRS. or destroy it if IBS shall so direct in writing. (',; Ea?cti?aaa. Notwithstanding the other provisions cif thi, Agree:rnent, tic?thiaiw received I>w either part-, shall be considered to be Confidential Information cif the either if: (i) it ha, beer, put7fished or is otherwise readily available to the public other than bn a breach of this Agreement; (ii) it has been risthtfully received by Vendor from a third party writhout confidential limitations; (iii) it has been independently developed for Vendor prior in Vendor's first receipt, as indicated in fife; existing at the time of initial disclosure: or (iw a it has been inte:ntionafl5 disclosed by tiie party claiming that the information is Confidential Information to a third person without restriction can disclosure and such inforrnation has also been so disclosed to the receiving polity hereto. t3.6 Surw r?a31 of (}b.Ii ataons. This Article Ci shall survive any t.errrrindtion ofthis Atrecnient and shall amain in effect. until the information is no longer a trade secret or conf ideaitial of IRS sends Vendor written notice releasing Vendor from the ohli+?atiE:rns of this A,=erient. whichever is earlier Artjcl(' 7 - )Cleted :Articles k - Term xnrl T'errninrttiion trf I;rt # anent S 7"crrn "I'lii Agreement shall be eftcetive with it:; execution and shall rraaaain in t«rce until tcrmin,ttcc' wvith 14 day°s written notice can the part of either party, with or without clijw 8 ' IRS may terirrina'te- a Work Order with Cause effective immediately or wwiihout Causc cin 10 days written notice, tiport termination.. ill accordance with IBS's ww°ritlen dircc;tion. Vendor will linniediately. (i) cease work, (ii) prepare and submit to IBS all itemi aation of all completed and partially completed Defiverables and Services: (iii) deliver to 1135; Dohl,crablcs satisfactorily completed up to the date of' termination at the agUeed upon (rice in the relevant SOS;' and/or %VA, and ('iv) definer upOn recluetit tlt'iiC.t. ,G4 an? 4work rat Ira the ,vent of termination of this Agreentcnt.. regardless of the cause thereof; t1w parties Kali abide by and uphold any rights or obhrations accrued car existnig as of t9ie: date of such termination. The parties shall continue to Cooperate with each other and to earry out :in orclerlw termination oftheir relationship. Within ten days of'such termination. Vendor shall return to 1135 all codes. documents, drawings, files, lists, programs, records, specficaticins, tools, equipment or materials made available to Vendor in the course ofcir by reason of Vendor':, enga?,Cnicnt by IBS. and any and all Confidential hiformation O%V;Ied by IBS or Company w=hich is writicn, recorded or in any tangible form. without asscrliwlatiw ri"Illoi- cltention. Article 9 - Vendor's Solicitation of Work from Com arty 0 ]'cokess 4arect, l chariicsliure, PA 17(;50 Fax: 71 ; 5 7-0962 Email ar?3i,?E ,a ,? tt3y Luu ti vorldor Initial AK -` Vcndor undertakes to IBS that it shall not directly or indirectly or in any other manner accept any assignments fbr the Contracted Employee Warned in Work Order at the same project and assignment on which narned Contract Employee has been ukorking dnrinf; 11:01111-act the °act period to the date of completion of the respective assignment, without Prior 11 ritten consent of IBs. Article 10 - Non- Hiring The Vendor and IBS agree not tO solicit each ether empkwees and consultants. offer to e-n"ploy. hire or contract tyith the employees of t.lte IBS. the IRS's Customer (s) nr tangy of such other party's subsidiaries or to assist others to solicit. Of)er to employ. hire or contract v,ith the employees of' the IBS and;or its Customer with Nmucn notice Crain c« nccrned psrr-t*" Article I I Deleted .Article Iy - Indepeu(jent CO"tructor Vendor (or software professionals provided by Vendor) shall at ttll tortes he an independent contractor and not an employee fbr any purpose whatsoever of IRS. Vcndor .11-1:•ccs that no int.arne, social security or other trews or zznjounts s11al1 he ?yithheid z?r ztctrued h} 113"i for Vendor for soft ware professionals provided by Vendor). .lnoj n() in,uranee of any kind shall be maintained on behall'of Vendor by IIIS. Vendor shall be 1t11t? re";pr,nsihle firr Vendor's (or sofitvtare professionalst provided by Vendor) taxes, nc.ludin-1 .elf=zmpl«yment taxes, and shall obtain all insurance customary for an independent contractor in the position of 'Vendor_ Other than compensation payable hereunder pursuant to Article ;. Vendor (or soltware professionals provided by Vendor) shill not be entitled to any direct or indirect compensation for services perfittr?ted hercundet and Vendor (or sollware professionals provided by Vendor) walvcs all rights t O participate in any employee benefit plan of IBS. If'Vc ridor shall umplo\ rur+ person Ior aw" purpe)se whatsoever. Vendor shall cause such employee to conduct his or her actr,itics at the risk, expense and supervision (.)f' Vendor, and Vendor sIaall closure boat such employee acknowled-Cs that such employee has no ri.011. to make am claim of ?:ompensalion. benefil or reimbursement. Vendor ((rr sofi:ware professionals provided by Vendor) shall have no authorite under any circumstance to tact for or to bind IRS in any way or to sign the name 10 IRS or to represent that IRS is in any way, responsible for the acts or omissions of Velydor (or sof,mare prote-ssionals provided by Vendor)- Vendor shall have no right to create any conuaact ear obligation, express or- implied, on behalf' of; in the name ofor binding upon IBS. or to pledge iBS's credit. to extend credit in IRS's name, or to hold Vericlor (gut It! s111\ tarty as having such riuht. Article 13- Indemnification i '., Vendor accepts exclusive liability for and shall indemnify ]BS with respect to and defend and hold IBS harmless From and aaainst all losses, damages, liabilities, cots or expenses that are caused by or M-ise out of Vendor performing the Services. If' 1134 shell in any L.enk- Sired. Mechan'esbung, IAA 17050 I,tax: 717_7' 7-0962 Ema& hi J,. IM, , ,iliac Vendor Initial `ay or In any matter became liable as the direct or indirect rescrlt of: ( l) arnl,- act or urnrssion hV, Vendor or uny employee or went of Vendor. (2) any violatic_)n cif' any third party's trade secrets, proprietary information, trademarks. copyrights Or patent rights in connection with Vendor's engagement under this Agreement: (,) an,. breach of the Contract by or attributable to Vendor; (4) a claittt (,a) that Vendor breached an ennployment or either agreement will, any of Vendor's employers or clients of anti kind. cchether oral or written, or (h) that Vendor misappropriated anV• trade secret or improperh disclosed any confidential information or know-how of any Vendor's empiovers or client. (>) any emplcotiee of Vendor making any claim against IBS for salary. eottnr>7is ion. expense or any other form of compensation, benefit or reinabursentent. (6) tiny act canliNsron of statement of Vendor (or software professionals provided by Vendor} that results in injury, death, loss. or damage to any person or properly. (7) rrnt statement made by If3S, without malice, to third parties who inquire about Vendor's perfornnarice. nr' ($) any failure on the part of the Vendor to comph.4vith apphunble gorernrnent rccluirettrc,tts or satisfy all claims for labor, equipment, materials and other obhw?ttions rQlating to the perliarrmncc; of the Set-vices hereunder. then. Vendor shrill Indernttik IF S and lt;;Jd IBS harmless from all liability and expenses. including attcrrnevs' lees. incurred in incestif+ating or defending any claim or threatened c:laun which could give rise 10 strch fiahilitc. Artiele 14 - Work Permit ` ondor agrees that Vendor shall only provide the Services as spec;iled on any Work Order is through software professionals who have a valid legal status to ,cork in the united States of America. A proof of the Valid let, .,arl status for. each tick sotivkal professional \,e-ill be provided to IBS prior to starting work f6r IBS or C'ompam a? per the W ark ()rder !s. Article 15- - Insurance Vcndoi shrill maintain such insurance at Vendar' expensc as will fully protect Vc;ndor from an}, c! nuns for chim=e For bodily- rnjurv, including death. and for propertti damaf)e, ul rLh mac urine from Vendor's activities sunder this Aurcemcnt, whether su h activities are perfornne.d by Vendor or Vendor's subcontractor or anyone directly or mclircok en7hlct?ed I ? cither crfthem. Vendor agrees to provide the 1ct11owing: 1. Workers' Compensation Insurance in compliance with the. Workers' Compensation and Occupational Disease Acts of the state wherein the %\ ork is to he perCornned, if` such act requires part or• all of` Vendor's liability to employees for occupational accidents or diseases to f;c ati5f i<ci by such insurance. Employers' Liability Insurance on all employees not covered b- a 'w'orkers' Compensation Act, fOr occupational accidents or diseases with limits of, habilitc Of not less than One Million Dollars (4l,000,00f)LJS) Cor ativ one accident or disease. 5,000 !,enkcr Sweet, vTecfnani slurs. PA 171050 Fax 71 7-737-0962 Email 1:_r1?r fib it: t ?; ?r ? Endear Initial PAC, Prokssional Fr7ors and/or Omissions Liability Insurance with limit:, (It' nut less than C.)ne Million Dollars (1,00t).ff00G'S) per occurrence. If limits apply per e laint, insurance twill be maintained continuously in force for a period of not le than five (5) ycars following completion or termination of this Agreement. Comprehensive General Liability Insurance with limits of liability of not less than Oric Millic)n Dollars ($1,000.000I.N each occurrence, combined single limit for bodilv injury including death and property dantag;e. Comprehensive automobile Liability Insurance ("including hired car and non- omnership liability irtsa.r>•ancc if anv Mliomobiles or irtrcks will he hired ht V endow of if Vendor's employees will use their personally owned vehicle., in the business of Vendor) with limits of liability of not less than One Vtdlion Dollar." 1S1.000.0000t_'S) for each occurrence, combined ;:tingle limit for bodiltinjurt. ntcludin- death and property damage. .. n - :; ? l'crtilicatc? of" lasurans e showing cornphance with fi?rel oinr part,*ralahs ,hall be furnished by Vendor` when requested by IBS. Mlintenance of, Stich insurance and the perfiarmanee by Vendor of' tile: obligations under the fitregoing paragraphs sltalf ttr?t relieve Vendor c>f liabifit? under Article 1 land Article ll. ,Nrticle 16 - Ceneral Provisions 6. I I his .Agrecniertt and the perf?lrmance of any obligations hereunder by Vendor stray nest be assn+ined. delegated. subcontracted or < tl' -yv s transferred without the prior writter7 citnvent of I 131;. >.? [f any provision ofthis A?urcctnent is found by any court of competent jurisdiction to be invalid or unerifittccnble, the invalidity of such provision shall not affect the other I)t'Ov isiorr?, „l, this Ac;reenacnt. anc.l ,ill provisions not affected by such invalicfitN shall rerttain itt fall farce and effect. 6. The tvaircr by either party of a breach or default in any ot, the prot-isic?n,t f Haiti Agrccrnent h? the other party shall riot he construed as a waiver ofany succeedinu, breach of the same or other provisicans; nor shall any delay or omission of the part ofeither prat} to xcrcisc (Ir avail itself' of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party. This A?vreentent cartstitutes die entire agreement between the parties with re peer to, rile subfc^ct Matter hereof and supersedes all prior as;reEnteryts between the parties., c+hethcr written or oral, rclatin to the ",ante subject matter. No modification, amendment car ;tjp,lement to this Agreement shall be effective fir any purpose unless ill ccriting, and Signed h?, each part". 16 In addition to all above altreed upon conditions. IBS and Vendor agree to he sn'IL to all,. additional requirements or conditions specifically outlined in individual Customer contracts between IBS and Company. These specific requirements and cmiditions t\ ill he retlctted in anv Work Order 's that IBS and Vendor enter in to. It ri ^nl:er `Street, Mechanicsf)urg, P.A ! 7050 Fax: 7] r17-0962 Lwai Ihr?I r rata jr Vendor Initial (f,0 NO hk ithstandirtg anytltirlg ill this Agreernent to the contram, neither party st be to the ether party for any failure to perform, or delay in the performatnce o f f t that paarty's party's oblr--ations heretrnder. Mien SLICII failure to perform or delay in performance is caused b\ an event of farce naajeure: provided, hvikever, that t:he party whose pert0rnlartcc is presented or delayed b? such event of force majeure shall p,ive prompt notice thereof Io the other party, For purposes of this Paragraph 13.5, the terra "force maicure" chill in?:Itrde \,var, rebellion. civil di,turbance. earthquake, fire, flood. strike. lockout.. lahoi mirESt. acts of governmental ailthc,)rities whether b} regulation. administrative action or ti}e-X, ise. shortage of materials, acts of God, acts of the public enem arid. in errcral. any other causes or conditions beyond the reasonable control of the parties Article 17 - Enforcemje mf A rcetnent -1n1 eontrel?c:rsy. dispute or, claim arising out of or relating; to thi:» A,.rr(,cmcru or the Frl? Wh Of this .A reement or dealing in any wa,evitla the relationship het+t:L:n the par[We hereto shall be governed by and consIrucd in accordance with the ?rm's (0' the Collilimm veta.lth of Pennsylvania. The Fedcral and State courts within the ( onimor Health of Pennsylvania shall have escfusive. jurisdiction to ad,lUdic,rte ,:+n.\ tilt"pules attiStng out ul or in connection Cvith this Agrcemem, and each parix 1011SICWS 1;) Ole pXISO11,11 1l3rrShcCti(Jrl Of StiCll L01101'1. 1': !t I ;S k\' 111 11' 1: t)1', the Ptrrties thereto have caused this .Agreenielit rx* he c ectttec! as c?1 the (late first xvrittcn ahovc. illusioess Soleltion. L IA, Sarrne: 11ramod Srivastava Title: President - "2 Date : > > c< e-Data Ex erts Group, Inc Rv: Name- Anitha Kuna Title: HR Manatrer Date. 04/06/2010 ?Ot?tr i:rrlher Street, Mechanicsburg, PA 171;50 Fax: 71'.-737-0902 i mai1? s,rd, i:,ti, !t3?: [rttial '? Vendor Initial -AAF ?? ??? ?' Work Order V<rnte oi'Coatract Ernplovee: Virlav Joshi l)r,cri??i-ieut Of' I.)tllieS ot'Contraet Personnel: Net Architect ?t l t [;<rte € ill' "Ol0 nd Date: R?Itc 60f, tit<<rit?ht little: C?li??tlt t'r?+cct tianlc ??JCrct C.??.:<1t1tm Rdiirr> Procedure- 'I cl In,% o Pavmellt: 8 months I>Itrs S'62/hr All Inclusive C'omlltaer Aid /Department of Iransportahon. PA Data wkaretioli;cAllisiness Intelliocncc Harri: htlr;o PA M011thiv. Iilnatl Fax 717_ 73' 7-0962 Net 4> dat ilitlsirless Solotiol), LT,C Name: Pramod firiva4zt:t,vn Title: President e-Data E perts Group, Inc Bv: 'dame: Anitha Kuna Title: HR Manager Date: 04/00120 t 0 5000 I cnkei Str et,'vlechatticsbur,-, PA Fav 71''-7;7-0)62 Email: I;I.! rte , , I,,rrr 1, Iia_ t. Vendor Initial ............. V ?? v e-Data Experts, Inc. I Inc 5001 Carlisle Pike, Suite 202, . Mechanicsburg, PA 17050 Phone : 717-610-0728 Fax : 717-620-3939 INVOICE To, Business Solution, LLC Invoice Number: IBVJ14 5000 Lenker Street Invoice Date: 7/1/2011 Mechiancsburg, PA 17050 PO Number: P0001 USA Phone: Fax: Email: hr@ibusinesssolution.com Attention: Reference: Self Description: Fees for the services rendered by our Associates as per the following Annexure Amount Payable: $ 11,360.00 ( Eleven Thousand Three Hundred Sixty Dollars And No Cents Please make checks payable to "e-DATA EXPERTS, INC". and mail to: e-Data Experts, Inc. 5001 Carlisle Pike, Suite 202 Mechanicsburg, PA 17050 Annexure: Name Start Date End Date Hrs Rate/Hr Amount Vinay Joshi 6/1/2011 6/30/2011 177.50 $64.00 $ 11,360.00 Total Amount $ 11,360.00 This is a computer generated invoice and does not need signature. ouvi %,arnsie rice, Quite cuc, rvrecnanresourg, ?-A 9 ruau i rn: (1111 f3-1v urzu rax: ifI I) ezu systf www.edataexperts.com e-Data Experts, Inc. 202, Carlisle Pike, 5001 W U Mechanicsbur PA 17050 PA Phone : 717-610-0728 Fax : 717-620-3939 INVOICE F ilBausincess Solution, LLC Invoice Number: IBVJ15 5000 Lenker Street Invoice Date: 811/2011 Mechiancsburg, PA 17050 PO Number: P0001 USA Phone: Fax: Email: hr@ibusinesssolution.com Attention: Reference: Self Description: Fees for the services rendered by our Associates as per the following Annexure Amount Payable: $ 10,240.00 (Ten Thousand Two Hundred Forty Dollars And No Cents) Please make checks payable to "e-DATA EXPERTS, INC". and mail to: e-Data Experts, Inc. 5001 Carlisle Pike, Suite 202 Mechanicsburg, PA 17050 ff Name Start Date End Date Hrs Rate/Hr Amount Vinay Joshi 7/1/2011 7/31/2011 160.00 $64.00 $ 10,240.00 Total Amount $ 10,240.00 This is a computer generated invoice and does not need signature. 5001 Carlisle Pike, Suite 202, Mechanicsburg, PA 17050 1 Ph: (717) 610 0728 Fax: (717) 620 3939 www.edataexperts.com SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriff ??yt1X+ Cit ?'.illlaUtr??,? P`t 20 AN I 1) 17 Jody S Smith e t.! N, ? 1.. .. '. tit Chief Deputy Richard W Stewart Solicitor E-Data Experts, Inc. Case Number vs. 2012-1837 Business Solution, LLC SHERIFF'S RETURN OF SERVICE 03/26/2012 05:00 PM - Robert Bitner, Deputy Sheriff, who being duly sworn according to law, states that on March 26, 2012 at 1700 hours, he served a true copy of the within Complaint and Notice, upon the within named defendant, to wit: Business Solution, LLC, by making known unto Pramod Srivastava, President of Business Solution, LLC at 5000 Lenker Street, Mechanicsburg, Cumberland County, Pennsylvania 17055 its contents and at the same time handing to her personally the said true and correct copy of the same. ROB RT ?BITNER, DEPUTY SHERIFF COST: $38.45 March 28, 2012 SO ANSWERS, RON R ANDERSON, SHERIFF IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA C-) e.? E-DATA EXPERTS, INC. No. 12-1837 Civil Term-0:x Plaintiff : ZO -<> NCB rn C# V. CIVIL ACTION c-: • xo iBUSINESS SOLUTION LLC , , Defendant 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 answer, new matter, counterclaim 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 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 32 South Bedford Street Carlisle, Pennsylvania 17013 (717) 249-3166 NOTICIA Le han demandado a usted en la corte. Si usted quiere defenderse de estas demandas expuestas en las paginas siguientes, usted tiene viente (20) dias de plazo al partir de la fecha de la demanda y la notification. Usted debe presentar una apariencia escrita o en persona o por abogado y archivar en la corte en forma escrita sus defensas o sus objeciones a las demandas en contra de su persona. Sea avisado que si usted no se defiende, la corte tomara medidas y puede entrar una orden contra usted sin previo aviso o notification y por cualguier queja o alivio que es pedido en la petition de demanda. Usted puede perder dinero o sus propiendades o otros derechos importantes para usted. LLEVE ESTA DEMANDA A UN ABOGADO IMMEDIATAMENTE. SI NO TIENE ABOGADO O SI NO TIENE EL DINERO SOFICIENTE DE PAGAR TAL SERVICO, VAYA EN PERSONAL O LLAME POR TELEFONO A LA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SE PUEDE CONSEGUIR ASISTENCIA LEGAL. Cumberland County Bar Association 32 South Bedford Street Carlisle, Pennsylvania 17013 (717) 249-3166 Respectfully Submitted: SAIDIS, SULLIVAN & ROGERS 343? - Sean M. Shultz, Esquire Attorney ID No. 90946 26 W. High Street Carlisle, Pennsylvania 17013 (717) 243-6222 Attorney for Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA E-DATA EXPERTS, INC. No. 12-1837 Civil Term Plaintiff V. CIVIL ACTION iBUSINESS SOLUTION, LLC, Defendant ANSWER, NEW MATTER AND COUNTERCLAIM AND NOW, this 20th day of April, 2012, comes Defendant, iBusiness Solution, LLC, by and through its attorney, Sean M. Shultz, Esquire, and files the following Answer to Plaintiff's Complaint, and in support thereof, avers as follows: 1. Admitted. 2. Admitted. 3. Admitted. 4. Admitted. 5. Admitted. 6. Admitted. 7. It is admitted that e-Data provided IT staffing services to IBS commencing in May 2010. It is denied that e-Data provided the services in accordance with the Agreement and work order. 8. Paragraph 8 of the Complaint states a legal conclusion to which no answer is required. To the extent that an answer may be required, it is denied that IBS has a duty to compensate e-Data because e-Data violated the Agreement. 9. Admitted. 10. It is admitted that e-Data provided invoices to IBS in the amount of $32,256.00. It is denied that IBS owes that amount or any interest. Therefore, strict proof is demanded at trial. COUNT I - BREACH OF CONTRACT 11. Paragraphs 1 through 10 above are incorporated herein by reference as if fully set forth at length. 12. Admitted. 13. Denied because paragraph 13 of the Complaint states a legal conclusion to which no answer is required; the Agreement speaks for itself. 14. It is denied that e-Data provided IT staffing services to IBS oursuant to the Agreement and work order in that e-Data violated the Agreement. 15. Denied because paragraph 15 of the Complaint states a legal conclusion to which no answer is required; the Agreement speaks for itself. 16. It is admitted that IBS has not paid e-Data for services provided in June 2011, July 2011, and August 2011. It is denied that IBS owes $32,256.00. 17. Denied because paragraph 17 of the Complaint states a legal conclusion to which no answer is required; it is denied that IBS breached the Agreement. WHEREFORE, Defendant, iBusiness Solution, LLC, requests that this Honorable Court dismiss Plaintiff's Complaint. COUNT II - QUANTUM MERUIT 18. Paragraphs 1 through 17 above are incorporated herein by reference as if fully set forth at length. 19. It is denied that IT staffing services were provided pursuant to the work order in that Plaintiff violated the Agreement. 20. It is admitted that IBS has not paid e-Data for IT staffing services. 21. It is denied that e-Data is entitled to receive payment in full because e- Data violated the Agreement. 22. Admitted. 23. It is denied that $32,256 is a reasonable value of the services rendered due to e-Data violating the Agreement. 24. It is denied that that IBS received the agreed benefit of the IT staffing services provided by e-Data. It is admitted that IBS has not paid e-Data. It is denied that IBS has been unjustly enriched. WHERFORE, Defendant, iBusiness Solution, LLC, requests that this Honorable Court dismiss Plaintiff's Complaint. NEW MATTER 25. Paragraphs 1 through 24 above are incorporated herein by reference as if fully set forth at length. 26. Paragraph 9.1 of the Agreement provides: [e-Data] undertakes to IBS that it shall not directly or indirectly or in any other manner accept any assignments for the Contracted Employee named in Work Order at the same project and assignment on which named Contract Employee has been working during the contract period to the date of Completion of the respective Assignment, without prior written consent of IBS. 27. e-Data accepted an assignment for the Contracted Employee named in Work Order at the same project and assignment on which named Contract Employee has been working during the contract period before the date of completion of the respective assignment, without prior written consent of IBS. 28. Defendant, e-Data, by their conduct alleged in paragraph 27 of this New Matter, had unclean hands. WHEREFORE, Defendant, e-Data must be denied an equitable relief. COUNTERCLAIM BREACH OF CONTRACT 29. Paragraphs 1 through 28 above are incorporated herein by reference as if fully set forth at length. 30. e-Data violated the non-compete provision pursuant to paragraph 9.1 of the Agreement, which is attached to Plaintiff's Complaint as Exhibit "A" and incorporated herein. 31. The Work Order was for work to be done for the Pennsylvania Department of Transportation ("the Assignment") through Computer Aid, Inc. 32. Vinay Joshi was the Contracted Employee under the Agreement and Work Order. 33. On July 5, 2011, IBS was informed by Computer Aid, Inc. that the Assignment identified in the Work Order would be extended. 34. Prior to the end of the term of the Agreement and Work Order, IBS was informed by Computer Aid, Inc. that Vinay Joshi had told Computer Aid, Inc. that he would continue the Assignment through e-Data rather than IBS. 35. IBS reasonably expected the Assignment to be extended for another three years. 36. IBS reasonably expected annual profits of $63,800.00, or $190,140.00 over three years, from the Assignment. 37. Due to e-Data's breach of the non-compete provision of the Agreement, IBS will not receive the reasonably expected profits from the Assignment. 38. IBS will incur attorneys' fees and other costs associated with the breach of contract by e-Data. WHEREFORE, Defendant, iBusiness Solution, LLC demands judgment against Plaintiff, e-Data Experts Group, Inc. in the amount of $190,140.00 plus reasonable attorneys' fees and costs. Respectfully Submitted: SAIDIS, SULLIVAN & ROGERS Kean fV. Shultz, Esquire Attorney ID No. 90946 26 W. High Street Carlisle, Pennsylvania 17013 (717) 243-6222 Attorney for Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA E-DATA EXPERTS, INC. No. 12-1837 Civil Term Plaintiff V. CIVIL ACTION iBUSINESS SOLUTION, LLC, Defendant VERIFICATION I verify that the statements made in the foregoing Answer, New Matter and Counterclaim are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa. C. S. Section 4904, relating to unsworn falsification to authorities. Date: L4-'7-2-o) - Pramod Srivastava IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA E-DATA EXPERTS, INC. No. 12-1837 Civil Term Plaintiff V. CIVIL ACTION iBUSINESS SOLUTION, LLC, Defendant CERTIFICATE OF SERVICE AND NOW, this 20t' day of April, 2012, I, Sean M. Shultz, Esquire, hereby certify that I have this day served the following person with a copy of the foregoing Answer by U.S. Regular Mail, addressed as follows: Steven M. Montresor, Esquire Daniel R. Jameson, Esquire LATSHA DAVIS & MCKENNA, P.C. 1700 Bent Creek Boulevard, Suite 140 Mechanicsburg, Pennsylvania 17050 Attorneys for Plaintiff Respectfully Submitted: SAIDIS, SULLIVAN & ROGERS Sean M. Shultz, Esquire Attorney ID No. 90946 26 W. High Street Carlisle, Pennsylvania 17013 (717) 243-6222 Attorney for Defendant Z M ,. f C=) ; : ?? r C) IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA E-DATA EXPERTS, INC., Plaintiff, No.: 12-1837 V. CIVIL ACTION IBUSINESS SOLUTION, LLC Defendant. REPLY TO NEW MATTER AND ANSWER TO COUNTERCLAIM AND NOW, COMES, Plaintiff, e-Data Experts, Inc., by and through its attorneys, Latsha Davis & McKenna, P.C., and files this Reply to New Matter and Answer to Counterclaim and in support thereof avers as follows: REPLY TO NEW MATTER 25. This is an incorporation paragraph to which no response is required. 26. Denied as stated. The Agreement speaks for itself. 27. It is denied that Plaintiff accepted an assignment for the contracted employee named in the work order at the same project and assignment. 28. The averments contained in this paragraph are conclusions of law to which no response is required. 1367440 WHEREFORE, Plaintiff, e-Data Experts, Inc. demands judgment in its favor and against Defendant, iBusiness Solution, LLC. ANSWER TO COUNTERCLAIM 29. This is an incorporation paragraph to which no response is required. 30. The averments contained in this paragraph are conclusions of law to which no response is required. 31. Admitted. 32. Admitted. 33. Denied. After reasonable investigation, Plaintiff is without sufficient knowledge to form a belief as to the truth of the allegations in this paragraph. Strict proof thereof is demanded at the time of trial. 34. Denied. After reasonable investigation, Plaintiff is without sufficient knowledge to form a belief as to the truth of the allegations in this paragraph. Strict proof thereof is demanded at the time of trial. 35. Denied. After reasonable investigation, Plaintiff is without sufficient knowledge to form a belief as to the truth of the allegations in this paragraph. Strict proof thereof is demanded at the time of trial. 36. Denied. After reasonable investigation, Plaintiff is without sufficient knowledge to form a belief as to the truth of the allegations in this paragraph. Strict proof thereof is demanded at the time of trial. 37. The averments contained in this paragraph are conclusions of law to which no response is required. It is specifically denied that Plaintiff breached the Non-Compete provision of the Agreement. 136744v1 2 38. Denied. After reasonable investigation, Plaintiff is without sufficient knowledge to form a belief as to the truth of the allegations in this paragraph. Strict proof thereof is demanded at the time of trial. WHEREFORE, Plaintiff, e-Data Experts, Inc. demands judgment in its favor and against Defendant, iBusiness Solution, LLC. Respectfully submitted, LATSHA DAVIS & MCKENNA, P.C. Date: -C/- By: Steven M. Montresor Attorney I.D. No. 74244 1700 Bent Creek Boulevard, Suite 140 Mechanicsburg, PA 17050 Phone: (717) 620-2424 Fax: (717) 620-2444 sontresor@ldylaw.com Attorneys for Plaintiff, e-Data Experts, Inc. 1367440 VERIFICATION I, Andy Keyser, hereby verify that I am the Chief Executive Officer of e-Data Experts, Inc.; that I am authorized to make the within Verification; and the statements of fact in the foregoing Reply to New Matter and Answer to Counterclaim are true and correct to the best of my knowledge, information and belief. I understand that any false statements therein are subject to the penalties contained in 18 Pa. C. S. § 4904, relating to unsworn falsification to authorities. Dated: 5/8/2012 4---- Andy Keyser, Chief Executive Officer 136744v1 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA E-DATA EXPERTS, INC., Plaintiff, V. IBUSINESS SOLUTION, LLC Defendant. No.: 12-1837 CIVIL ACTION CERTIFICATE OF SERVICE The undersigned hereby certifies that on this date a true and correct copy of the foregoing Reply to New Matter was served by first-class United States mail, postage prepaid, upon the following: Sean M. Shultz, Esq. Saidis, Sullivan & Rogers 26 West High Street Carlisle, PA 17013 Date: Ste Steven M. Mon resor --- 136744v1