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Clark Hill

Apr. 15, 2015

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HARVEY BINNALL Via Electronic and U.S. Mail John J. Hern, Jr., Esq. Clark Hill PLC 500 Woodward Avenue, Suite 3500 Detroit, Michigan 48226 John C. Cook, Esq. Cook Craig 85 Francuzenko, PLLC 3050 Chain Bridge Road, Suite 200 Fairfax, Virginia 22030 Mr. Damon Hudson Colvin Run Solutions 14055 Sterling Point Drive Gainesville, Virginia 20155 Gentlemen: March 9, 2015 Re: Federal v. Goldman, et a1. Enclosed is a copy of the complaint that Federal, Inc. ?led today in Loudoun County Circuit Court. Please let me know if you are authorized to ac? cept service of this complaint. Mr. Hudson, if Colvin Run Solutions is repre- sented by counsel in this matter, please forward a copy of this complaint to him or her. cc: Ms. Sharon Virts (w/encl) Sincerely, Philip J. Harvey 717 KING STREET SUITE 300 ALEXANDRIA, VIRGINIA 22314 703.888.1943
HARVEY BINNALL Via Electronic and U.S. Mail John J. Hern, Jr., Esq. Clark Hill PLC 500 Woodward Avenue, Suite 3500 Detroit, Michigan 48226 John C. Cook, Esq. Cook Craig 85 Francuzenko, PLLC 3050 Chain Bridge Road, Suite 200 Fairfax, Virginia 22030 Mr. Damon Hudson Colvin Run Solutions 14055 Sterling Point Drive Gainesville, Virginia 20155 Gentlemen: March 9, 2015 Re: Federal v. Goldman, et a1. Enclosed is a copy of the complaint that Federal, Inc. ?led today in Loudoun County Circuit Court. Please let me know if you are authorized to ac? cept service of this complaint. Mr. Hudson, if Colvin Run Solutions is repre- sented by counsel in this matter, please forward a copy of this complaint to him or her. cc: Ms. Sharon Virts (w/encl) Sincerely, Philip J. Harvey 717 KING STREET SUITE 300 ALEXANDRIA, VIRGINIA 22314 703.888.1943
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IN THE CIRCUIT COURT FOR LOUDOUN COUNTY ?1 Ir; FEDERAL, INC., '11-3 20130 Lakeview Center Plaza tie Ashburn, Virginia Plaintiff, 2; Er? L, at? V. JONATHAN GOLDMAN 926 Street, SE Vienna, Virginia COLVIN RUN SOLUTIONS, LLC 14055 Sterling Point Drive Gainesville, Virginia Case No. and CLARK HILL PLC 601 Avenue, N.W. Washington, DC. Defendants. COMPLAINT For its complaint against defendants Jonathan Goldman, Colviln Run So? lutions, LLC, and Clark Hill PLC, plaintiff Federal, Inc. states as follows: Introduction 1. This is an action arising out of a scheme orchestrated by Jonathan Goldman to enrich himself and his conspirators, Colvin Run Solutions LLC, a consulting firm, and Clark Hill PLC, a law firm, at the expense of Federal, Inc. through the concealment of Goldman?s interestlin Colvin Run Solutions,
IN THE CIRCUIT COURT FOR LOUDOUN COUNTY ?1 Ir; FEDERAL, INC., '11-3 20130 Lakeview Center Plaza tie Ashburn, Virginia Plaintiff, 2; Er? L, at? V. JONATHAN GOLDMAN 926 Street, SE Vienna, Virginia COLVIN RUN SOLUTIONS, LLC 14055 Sterling Point Drive Gainesville, Virginia Case No. and CLARK HILL PLC 601 Avenue, N.W. Washington, DC. Defendants. COMPLAINT For its complaint against defendants Jonathan Goldman, Colviln Run So? lutions, LLC, and Clark Hill PLC, plaintiff Federal, Inc. states as follows: Introduction 1. This is an action arising out of a scheme orchestrated by Jonathan Goldman to enrich himself and his conspirators, Colvin Run Solutions LLC, a consulting firm, and Clark Hill PLC, a law firm, at the expense of Federal, Inc. through the concealment of Goldman?s interestlin Colvin Run Solutions,
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the secret misuse of funds received from to benefit Goldman and Colvin Run Solutions and the payment of kickbacks by Clark Hill to Calvin Run Solu~ tions. The Parties 2. Plaintiff Federal, Inc. is a Virginia corporation head- quartered in Ashburn, Virginia. 3. Defendant Jonathan Goldman is a resident of the Commonwealth of Virginia and a former employee of 4. Defendant Colvin Run Solutions, LLC, is a Virginia limited liability company headquartered in Gainesville, Virginia, in which defendant Goldman at all material times had an ownership or other economic interest. 5. Defendant Clark I?Iill PLC is a Michigan professional limited liabil? ity company engaged in the practice of law, with offices in Washington, DC, and elsewhere. The Facts 6. is a government contractor which provides operations manage? ment and professional services to various federal government agencies, includ- ing the Federal Bureau of Investigation, the Department of Homeland Security, the Citizenship and Immigration Service, the U.S. Coast Guard and the State Department. In January 2014, hired defendant Goldman as its Chief Growth Officer to assist it in obtaining new business.
the secret misuse of funds received from to benefit Goldman and Colvin Run Solutions and the payment of kickbacks by Clark Hill to Calvin Run Solu~ tions. The Parties 2. Plaintiff Federal, Inc. is a Virginia corporation head- quartered in Ashburn, Virginia. 3. Defendant Jonathan Goldman is a resident of the Commonwealth of Virginia and a former employee of 4. Defendant Colvin Run Solutions, LLC, is a Virginia limited liability company headquartered in Gainesville, Virginia, in which defendant Goldman at all material times had an ownership or other economic interest. 5. Defendant Clark I?Iill PLC is a Michigan professional limited liabil? ity company engaged in the practice of law, with offices in Washington, DC, and elsewhere. The Facts 6. is a government contractor which provides operations manage? ment and professional services to various federal government agencies, includ- ing the Federal Bureau of Investigation, the Department of Homeland Security, the Citizenship and Immigration Service, the U.S. Coast Guard and the State Department. In January 2014, hired defendant Goldman as its Chief Growth Officer to assist it in obtaining new business.
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8. Upon his hiring by defendant Goldman signed an Employee Confidentiality, Non?Compete, Non-Disclosure and Non?Solicitation Agreement (the ?Employee Confidentiality Agreement?) in which he agreed, among other things, that any documents containing ?Confidential Information? as defined in the agreement ?shall belong to and be the exclusive property of A copy is attached as Exhibit A. 9. Also upon his hiring by defendant Goldman acknowledged and agreed to abide by FCi?s Corporate Code of Business Ethics (?Code of Eth? ics?) which, among other things, provided that all employees must be free from any ?interest in, association with, and /or employment by a sup? plier of goods or services to? and ?[p]urchses or sales of goods and ser- vices must not lead to employees or their families receiving personal kickbacks, rebates or other payments regardless of A copy is attached as Exhibit B. 10. After commencing work at defendant Goldman embarked on a scheme to defraud with the active assistance and agreement of defendants Colvin Run Solutions and Clark I?lill, all in stark violation of FCi?s Corporate Code of Business Ethics and the Employee Con?dentiality Agreement. 1 1. Shortly after he was hired by defendant Goldman recom? mended that retain defendant Colvin Run Solutions, LLC, to consult with him for FCi?s benefit concerning opportunities for expansion of FCi?s business.
8. Upon his hiring by defendant Goldman signed an Employee Confidentiality, Non?Compete, Non-Disclosure and Non?Solicitation Agreement (the ?Employee Confidentiality Agreement?) in which he agreed, among other things, that any documents containing ?Confidential Information? as defined in the agreement ?shall belong to and be the exclusive property of A copy is attached as Exhibit A. 9. Also upon his hiring by defendant Goldman acknowledged and agreed to abide by FCi?s Corporate Code of Business Ethics (?Code of Eth? ics?) which, among other things, provided that all employees must be free from any ?interest in, association with, and /or employment by a sup? plier of goods or services to? and ?[p]urchses or sales of goods and ser- vices must not lead to employees or their families receiving personal kickbacks, rebates or other payments regardless of A copy is attached as Exhibit B. 10. After commencing work at defendant Goldman embarked on a scheme to defraud with the active assistance and agreement of defendants Colvin Run Solutions and Clark I?lill, all in stark violation of FCi?s Corporate Code of Business Ethics and the Employee Con?dentiality Agreement. 1 1. Shortly after he was hired by defendant Goldman recom? mended that retain defendant Colvin Run Solutions, LLC, to consult with him for FCi?s benefit concerning opportunities for expansion of FCi?s business.
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12. As of February 1, 2014, entered into a consulting agreement with defendant Colvin Run Solutions in which agreed to pay defendant Col? vin Run Solutions a retainer of $7,500 to provide consulting services. A copy is attached as Exhibit C. 13. Defendant Goldman led to believe that defendant Colvin Run Solutions would provide valuable services to in part because he had a good relationship with Damon Hudson, its principal. But defendant Goldman deliberately failed to disclose either before or after executed the consult? ing agreement that he had an ownership or other economic interest in de? fendant Colvin Run Solutions. Goldman did not reveal his ownership interest in Colvin Run Solutions to until January 2015. 14. While an employee of defendant Goldman, surreptitiously pre? pared defendant Colvin Run Solutions? invoices on the laptop provided employee and secretly sent them to Hudson via his personal email account. Hudson then submitted them to for payment, which payment was authorized by defendant Goldman, sometimes for amounts in excess of the agreed amount of the retainer. 15. While an employee of and in furtherance of the scheme or schemes of the three defendants to defraud defendant Goldman also as? sisted defendant Colvin Run Solutions in its representation of competitors of in their efforts to obtain government contracts in competition with in- cluding defendant Colvin Run Solutions? representation of inquiries, Inc. and DTSV, Inc.
12. As of February 1, 2014, entered into a consulting agreement with defendant Colvin Run Solutions in which agreed to pay defendant Col? vin Run Solutions a retainer of $7,500 to provide consulting services. A copy is attached as Exhibit C. 13. Defendant Goldman led to believe that defendant Colvin Run Solutions would provide valuable services to in part because he had a good relationship with Damon Hudson, its principal. But defendant Goldman deliberately failed to disclose either before or after executed the consult? ing agreement that he had an ownership or other economic interest in de? fendant Colvin Run Solutions. Goldman did not reveal his ownership interest in Colvin Run Solutions to until January 2015. 14. While an employee of defendant Goldman, surreptitiously pre? pared defendant Colvin Run Solutions? invoices on the laptop provided employee and secretly sent them to Hudson via his personal email account. Hudson then submitted them to for payment, which payment was authorized by defendant Goldman, sometimes for amounts in excess of the agreed amount of the retainer. 15. While an employee of and in furtherance of the scheme or schemes of the three defendants to defraud defendant Goldman also as? sisted defendant Colvin Run Solutions in its representation of competitors of in their efforts to obtain government contracts in competition with in- cluding defendant Colvin Run Solutions? representation of inquiries, Inc. and DTSV, Inc.
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16. While being paid by to work exclusively on behalf of de? fendant Goldman worked on behalf of defendant Colvin Run Solutions in that company?s efforts to obtain and perform work for companies of other than including Corp. and Computer Sciences Corporation, and he also used resources and equipment in those endeavors. 1?7. While he was an employee, defendant Goldman also recom- mended that retain Michael Ferrell of defendant Clark Hill to represent and to assist it with legislative affairs. 18. entered into a contract with defendant Clark Hill in which it agreed to pay a retainer of $20,000, starting in August 2014. A copy is attached as Exhibit D. 19. The written engagement with defendant Clark Hill provided that any expense greater than $500 had to be approved in writing by 20. Unknown to defendant Clark Hill, through Ferrell, agreed with defendants Goldman and with defendant Colvin Run Solutions to kick back $2,000 of each payment received from to defendant Colvin Run Solutions, which the law firm did right from the start. Had defendant Clark Hill advised of this arrangement, which it was required by its written en? gagement letter, would not have approved it because was already pay? ing defendant Colvin Run Solutions for its services through its own, separate retainer agreement. 21. To disguise defendant Clark Hill?s kickbacks, defendant Goldman would instruct accounts payable personnel to ignore the
16. While being paid by to work exclusively on behalf of de? fendant Goldman worked on behalf of defendant Colvin Run Solutions in that company?s efforts to obtain and perform work for companies of other than including Corp. and Computer Sciences Corporation, and he also used resources and equipment in those endeavors. 1?7. While he was an employee, defendant Goldman also recom- mended that retain Michael Ferrell of defendant Clark Hill to represent and to assist it with legislative affairs. 18. entered into a contract with defendant Clark Hill in which it agreed to pay a retainer of $20,000, starting in August 2014. A copy is attached as Exhibit D. 19. The written engagement with defendant Clark Hill provided that any expense greater than $500 had to be approved in writing by 20. Unknown to defendant Clark Hill, through Ferrell, agreed with defendants Goldman and with defendant Colvin Run Solutions to kick back $2,000 of each payment received from to defendant Colvin Run Solutions, which the law firm did right from the start. Had defendant Clark Hill advised of this arrangement, which it was required by its written en? gagement letter, would not have approved it because was already pay? ing defendant Colvin Run Solutions for its services through its own, separate retainer agreement. 21. To disguise defendant Clark Hill?s kickbacks, defendant Goldman would instruct accounts payable personnel to ignore the
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invoices that arrived from defendant Clark Hill?s Detroit office, which billed for fees of $18,000 and showed a disbursement by defendant Clark Hill of $2,000 to- defendant Colvin Run Solutions. Ferrell would then prepare a replacement invoice, which did not show any disbursement to defendant Colvin Run Solu- tions and charged $20,000 for fees. Only after defendant Goldman was ?red did discover this scheme when the defendant Clark Hill?s Detroit office sent another invoice, again re?ecting the $2,000 payment to defendant Colvin Run Solutions, which defendant Goldman could no longer intercept. 22. While he was an employee, defendant Goldman used re- sources for his own benefit, including, inter alia, by directing the activities of another consultant, James Moore, to provide services that were unrelated to the business of but instead were for the benefit of defendant Colvin Run Solutions. 23. After learned of defendant Goldman?s interest in defendant Colvin Run Solutions but before fired him, defendant Goldman downloaded confidential documents onto a ?ash drive from his computer at work. 24. fired defendant Goldman in January 2015. 25. At the time of his firing, Goldman had in his possession electronic and paper documents that were the property of and which contained confi? dential business information of Goldman failed to return those electronic and paper documents to as required by his Employee Confidentiality Agree? ment. Goldman subsequently acknowledged that he retained Ci?s property, but he failed to make a full disclosure of the property he retained.
invoices that arrived from defendant Clark Hill?s Detroit office, which billed for fees of $18,000 and showed a disbursement by defendant Clark Hill of $2,000 to- defendant Colvin Run Solutions. Ferrell would then prepare a replacement invoice, which did not show any disbursement to defendant Colvin Run Solu- tions and charged $20,000 for fees. Only after defendant Goldman was ?red did discover this scheme when the defendant Clark Hill?s Detroit office sent another invoice, again re?ecting the $2,000 payment to defendant Colvin Run Solutions, which defendant Goldman could no longer intercept. 22. While he was an employee, defendant Goldman used re- sources for his own benefit, including, inter alia, by directing the activities of another consultant, James Moore, to provide services that were unrelated to the business of but instead were for the benefit of defendant Colvin Run Solutions. 23. After learned of defendant Goldman?s interest in defendant Colvin Run Solutions but before fired him, defendant Goldman downloaded confidential documents onto a ?ash drive from his computer at work. 24. fired defendant Goldman in January 2015. 25. At the time of his firing, Goldman had in his possession electronic and paper documents that were the property of and which contained confi? dential business information of Goldman failed to return those electronic and paper documents to as required by his Employee Confidentiality Agree? ment. Goldman subsequently acknowledged that he retained Ci?s property, but he failed to make a full disclosure of the property he retained.
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26. After he was fired by defendant Goldman was observed de- stroying documents in his garage and then putting the paper into a bag he then put in the trunk of his car. 27. terminated its consulting contract with defendant Colvin Run Solutions in February 2015. 28. FCi?s engagement of defendant Clark Hill ended in December 2014. CountI (Breach of Contract against Goldman] 29. repeats and re?alleges the allegations made in paragraphs 1 through 28. 30. Defendant Goldman breached his Employee Confidentiality Agree- ment when he failed to disclose that he held an ownership interest in Colvin Run Solutions; used the services of consultant James Moore and of defend~ ant Colvin Run Solutions to divert business opportunities from to himself; and downloaded and kept confidential documents, both electronic and physical. I 31. Defendant Goldman breached the Code of Ethics when he ar- ranged for a kick back from defendant Clark Hill and arranged for a consulting agreement with defendant Colvin Run Solutions. 32. As a result of defendant Goldman?s breach of contract, suffered damages in the amount of approximately $300,000. 33. With regard to defendant Goldman?s copying and retention of confi? dential documents and information, has no adequate remedy at law.
26. After he was fired by defendant Goldman was observed de- stroying documents in his garage and then putting the paper into a bag he then put in the trunk of his car. 27. terminated its consulting contract with defendant Colvin Run Solutions in February 2015. 28. FCi?s engagement of defendant Clark Hill ended in December 2014. CountI (Breach of Contract against Goldman] 29. repeats and re?alleges the allegations made in paragraphs 1 through 28. 30. Defendant Goldman breached his Employee Confidentiality Agree- ment when he failed to disclose that he held an ownership interest in Colvin Run Solutions; used the services of consultant James Moore and of defend~ ant Colvin Run Solutions to divert business opportunities from to himself; and downloaded and kept confidential documents, both electronic and physical. I 31. Defendant Goldman breached the Code of Ethics when he ar- ranged for a kick back from defendant Clark Hill and arranged for a consulting agreement with defendant Colvin Run Solutions. 32. As a result of defendant Goldman?s breach of contract, suffered damages in the amount of approximately $300,000. 33. With regard to defendant Goldman?s copying and retention of confi? dential documents and information, has no adequate remedy at law.
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WHEREFORE, plaintiff Federal prays judgment as hereinafter set forth. Count II (Breach of Contract [Fiduciary Duty against Goldman) 34. repeats and re-alleges the allegations made in paragraphs 1 through 28. 35. As an employee of defendant Goldman owed a fiduciary duty of loyalty to arising out of his contracts, including a duty not to compete with during his employment. 36. Defendant Goldman breached his duty of loyalty to when, inter alia, he recommended that retain defendant Colvin Run Solutions as a consultant and then failed to disclose that he held an ownership interest in Colvin Run Solutions; he caused to retain consultants, including James Moore and defendant Colvin Run Solutions, Whom he then directed to under- take work at FCi?s expense but which was unrelated to the business of he assisted defendant Colvin Run Solutions in efforts undertaken by it in direct competition with and he instructed defendant Clark Hill to kick back some of the revenue received from to defendant Colvin Run Solutions. 37. As a result of defendant Goldman?s breach of his fiduciary duties, he is obligated to disgorge all compensation and other economic benefits re? ceived from a total of approximately $300,000. WHEREFO RE, plaintiff Federal prays judgment as hereinafter set forth.
WHEREFORE, plaintiff Federal prays judgment as hereinafter set forth. Count II (Breach of Contract [Fiduciary Duty against Goldman) 34. repeats and re-alleges the allegations made in paragraphs 1 through 28. 35. As an employee of defendant Goldman owed a fiduciary duty of loyalty to arising out of his contracts, including a duty not to compete with during his employment. 36. Defendant Goldman breached his duty of loyalty to when, inter alia, he recommended that retain defendant Colvin Run Solutions as a consultant and then failed to disclose that he held an ownership interest in Colvin Run Solutions; he caused to retain consultants, including James Moore and defendant Colvin Run Solutions, Whom he then directed to under- take work at FCi?s expense but which was unrelated to the business of he assisted defendant Colvin Run Solutions in efforts undertaken by it in direct competition with and he instructed defendant Clark Hill to kick back some of the revenue received from to defendant Colvin Run Solutions. 37. As a result of defendant Goldman?s breach of his fiduciary duties, he is obligated to disgorge all compensation and other economic benefits re? ceived from a total of approximately $300,000. WHEREFO RE, plaintiff Federal prays judgment as hereinafter set forth.
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Count (Breach of Contract Fiduciary Duty against Clark Hill) 38. repeats and re-alleges the allegations made in paragraphs 1 through 24. 39. Defendant Clark Hill owed fiduciary duties to including a duty of loyalty, honesty, candor and independent judgment. 40. Defendant Clark Hill breached its ?duciary duties to when it kicked back a portion of its retainer payment to defendant Colvin Run Solutions. 41. Defendant Clark Hill breached its contract with when it in? curred expenses in excess of $500 without written approval of 42. As a result of defendant Clark Hill?s breach of its fiduciary duties and of its contract, it is obligated to disgorge all revenue received from a total of approximately $125,000. WHEREFORE, plaintiff Federal prays judgment as hereinafter set forth. Count IV (Breach of Contract against Calvin Run Solutions, LLC) 43. repeats and re-alleges the allegations made in paragraphs 1 through 28. 44. The consulting agreement between defendant Colvin Run-801w tions, LLC and provides, in part, that defendant Colvin Run Solutions, LLC ?agrees not to knowingly enter into any other agreements with any other firms
Count (Breach of Contract Fiduciary Duty against Clark Hill) 38. repeats and re-alleges the allegations made in paragraphs 1 through 24. 39. Defendant Clark Hill owed fiduciary duties to including a duty of loyalty, honesty, candor and independent judgment. 40. Defendant Clark Hill breached its ?duciary duties to when it kicked back a portion of its retainer payment to defendant Colvin Run Solutions. 41. Defendant Clark Hill breached its contract with when it in? curred expenses in excess of $500 without written approval of 42. As a result of defendant Clark Hill?s breach of its fiduciary duties and of its contract, it is obligated to disgorge all revenue received from a total of approximately $125,000. WHEREFORE, plaintiff Federal prays judgment as hereinafter set forth. Count IV (Breach of Contract against Calvin Run Solutions, LLC) 43. repeats and re-alleges the allegations made in paragraphs 1 through 28. 44. The consulting agreement between defendant Colvin Run-801w tions, LLC and provides, in part, that defendant Colvin Run Solutions, LLC ?agrees not to knowingly enter into any other agreements with any other firms
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or government agencies that may result in a conflict of interest between? and defendant Colvin Run SolutiOns, LLC. 45. Defendant Colvin Run Solutions breached the consulting agree- ment when it entered into an agreement with defendant Clark Hill while know~ ing that had also hired defendant Clark Hill and that defendant Clark Hill was kicking back a portion of its retainer payment to defendant Colvin Run Solutions. 46. Defendant Colvin Run Solutions breached the consulting agree- ment which it assisted competitors of including Inquiries, Inc., and DTSV, Inc. in business activities in competition with 4?7 . As a result of defendant Colvin Run Solutions breach of contract, it is obligated to disgorge all compensation received from a total of approxi- mately 55 105,000. WHEREFORE, plaintiff Federal prays judgment as hereinafter set forth. Count {Statutory Conspiracy against All Defendants) 48. repeats and re?alleges the allegations made in paragraphs 1 through 28. 49. Defendants Goldman, Clark Hill and Colvin Run Solutions schemed together to breach their employment, fiduciary and contractual duties to by using defendant Goldman?s position to get to hire defendant Col? 10
or government agencies that may result in a conflict of interest between? and defendant Colvin Run SolutiOns, LLC. 45. Defendant Colvin Run Solutions breached the consulting agree- ment when it entered into an agreement with defendant Clark Hill while know~ ing that had also hired defendant Clark Hill and that defendant Clark Hill was kicking back a portion of its retainer payment to defendant Colvin Run Solutions. 46. Defendant Colvin Run Solutions breached the consulting agree- ment which it assisted competitors of including Inquiries, Inc., and DTSV, Inc. in business activities in competition with 4?7 . As a result of defendant Colvin Run Solutions breach of contract, it is obligated to disgorge all compensation received from a total of approxi- mately 55 105,000. WHEREFORE, plaintiff Federal prays judgment as hereinafter set forth. Count {Statutory Conspiracy against All Defendants) 48. repeats and re?alleges the allegations made in paragraphs 1 through 28. 49. Defendants Goldman, Clark Hill and Colvin Run Solutions schemed together to breach their employment, fiduciary and contractual duties to by using defendant Goldman?s position to get to hire defendant Col? 10
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Vin Run Solutions and to hire defendant Clark Hill, keeping the fact of defend- ant Goldman?s financial interest in defendant Colvin Run Solutions a secret, having defendant Clark Hill secretly transfer a portion of its re- tainer payment to defendant Colvin Run Solutions as part of a kickback scheme to benefit defendants Goldman and Colvin Run Solutions and using resources to find clients and business opportunities for defendants Gold? man and Colvin Run Solutions. 50. This conspiratorial conduct by the defendants was intentional, purposeful, willful and malicious and was done with the intent of injuring in its trade and business, all in violation of Va. Code 182-499, 18.2?500. 51. has suffered damages as a result of the defendants? conspiracy in the amount of approximately $550,000. WHEREFORE, plaintiff Federal prays judgment as hereinafter set forth. Count VI (Common Law Conspiracy against A11 Defendants) 52. repeats and re-alleges the allegations made in paragraphs 1 through 26. 53. Defendants Goldman, Clark Hill and Colvin Run Solutions acted together in a scheme to breach their employment, fiduciary and contractual duties to by using Defendant Goldman?s position to cause to hire de- fendants Colvin Run Solutions and Clark Hill, keeping the fact of his financial interest in defendant Colvin Run Solutions a secret, having defendant Clark Hill transfer a portion of its retainer payment to defendant Colvin 11
Vin Run Solutions and to hire defendant Clark Hill, keeping the fact of defend- ant Goldman?s financial interest in defendant Colvin Run Solutions a secret, having defendant Clark Hill secretly transfer a portion of its re- tainer payment to defendant Colvin Run Solutions as part of a kickback scheme to benefit defendants Goldman and Colvin Run Solutions and using resources to find clients and business opportunities for defendants Gold? man and Colvin Run Solutions. 50. This conspiratorial conduct by the defendants was intentional, purposeful, willful and malicious and was done with the intent of injuring in its trade and business, all in violation of Va. Code 182-499, 18.2?500. 51. has suffered damages as a result of the defendants? conspiracy in the amount of approximately $550,000. WHEREFORE, plaintiff Federal prays judgment as hereinafter set forth. Count VI (Common Law Conspiracy against A11 Defendants) 52. repeats and re-alleges the allegations made in paragraphs 1 through 26. 53. Defendants Goldman, Clark Hill and Colvin Run Solutions acted together in a scheme to breach their employment, fiduciary and contractual duties to by using Defendant Goldman?s position to cause to hire de- fendants Colvin Run Solutions and Clark Hill, keeping the fact of his financial interest in defendant Colvin Run Solutions a secret, having defendant Clark Hill transfer a portion of its retainer payment to defendant Colvin 11
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Run Solutions as part of a kickback scheme to bene?t defendants Goldman and Colvin Run Solutions, and using resources to ?nd clients and business opportunities for defendants Goldman and Colvin Run Solutions. 54. This conspiratorial conduct by the defendants was intentional, purposeful, willful and malicious and was done with the intent of injuring in its trade and business. 55. has suffered damages as a result of the defendants? conspiracy in the amount of approximately $550,000. WHEREFORE, plaintiff Federal, Inc. prays that: A. Judgment be entered in favor of plaintiff Federal, Inc. against all defendants, jointly and severally, for compensatory damages in the amOunt of Five Hundred Fifty Thousand Dollars trebled to One Million Six Hundred Fifty Thousand Dollars and punitive damages in the amount of Three Hundred Fifty Thousand Dollars B. Judgment be entered in favor of plaintiff Federal, Inc. against defendant Jonathan Goldman enjoining him preliminarily and permanently from retaining possession of any confidential documents or information of plaintiff Federal C. The Court award plaintiff Federal, Inc. all costs and attorneys? fees pursuant to Va. Code 18.2?500 and Prospect Development Co. v. Ber? shader, 258 Va. ?75, 515 291 (1999) against all defendants; and 12
Run Solutions as part of a kickback scheme to bene?t defendants Goldman and Colvin Run Solutions, and using resources to ?nd clients and business opportunities for defendants Goldman and Colvin Run Solutions. 54. This conspiratorial conduct by the defendants was intentional, purposeful, willful and malicious and was done with the intent of injuring in its trade and business. 55. has suffered damages as a result of the defendants? conspiracy in the amount of approximately $550,000. WHEREFORE, plaintiff Federal, Inc. prays that: A. Judgment be entered in favor of plaintiff Federal, Inc. against all defendants, jointly and severally, for compensatory damages in the amOunt of Five Hundred Fifty Thousand Dollars trebled to One Million Six Hundred Fifty Thousand Dollars and punitive damages in the amount of Three Hundred Fifty Thousand Dollars B. Judgment be entered in favor of plaintiff Federal, Inc. against defendant Jonathan Goldman enjoining him preliminarily and permanently from retaining possession of any confidential documents or information of plaintiff Federal C. The Court award plaintiff Federal, Inc. all costs and attorneys? fees pursuant to Va. Code 18.2?500 and Prospect Development Co. v. Ber? shader, 258 Va. ?75, 515 291 (1999) against all defendants; and 12
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D. The Court grant such further relief as is just and equitable. Dated: March 3, 2015 Ci FEDERAL, INC. By Counsel HARVEY 85 BINNALL, PLLC 717 King Street, Suite 300 Alexandria, Virginia 22314 Telephone: (703) 888?1943 Facsimile: [703) 888?1930 By: PhilipJ _rv?y ((1813 941) pharvey@harveybinna .com Counsel for Plaintiff 13
D. The Court grant such further relief as is just and equitable. Dated: March 3, 2015 Ci FEDERAL, INC. By Counsel HARVEY 85 BINNALL, PLLC 717 King Street, Suite 300 Alexandria, Virginia 22314 Telephone: (703) 888?1943 Facsimile: [703) 888?1930 By: PhilipJ _rv?y ((1813 941) pharvey@harveybinna .com Counsel for Plaintiff 13
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I IT A
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and? ?ied . .. .. . .1 Em?loyee?GQn??EiniEHm .sum-Mm massmm - . 33.0134 .3 ma?a waive-an ?3 51h? . a i. - in indirewwewlve- Dr?cdnuibUt?z-to 'th?epmdudfo aft-an fde?lial-Iiifoir?aff?nfa} cteifm??dh?m?. a eui?r'?lo Wei-?111 pfay a ers'i i1 Iii?51' ?'fn 19?on an figy??ffadht ?j j'l?fq?dil?f rid Ef?nlt?e-par?as a??r??i-W?lfa??ia} t" 73%? r_ 'ringener?ahf known m- 3'3 bf than maria: rq?lom'EE. I :ii'i iiTcTuEIeJ may: tinflih?ig?j?.? 3f Wm? used In: walan 3-: a! f0" 5 355353-91? ?33 $93.57*? r13 lists; p?Ei?g?p?licf?mnd ln?f?rmi?tltinilj?? u?egiggatesgs?ganndemal :l?fdfr?'affahg awned?bg bf was Heweiapeg?f?ff E?'?erau mr?de-?tti?ru EQUESE beguinAn 5M?meem.oawd?k??awm?n?a NOT 52A- an'? fpr?yiryjang .w any tunfiaerfua'f h?iofig'l?d. ?x?fulsi?'?jr'? {Jeff}? for F531 F'e? ?ra? I1 ??afe??l??'Eriipl'??efs?m?trb! E. El Fdd?t?i? U?h?'ei?fest bf'llp??h t?fi?l??i??'ilf?l?n?l??l??fs 3- hl? ?mhld?fn?bhi-HWFCi dFsh?ish?llihhw i?-i?zict? ar-In?irecnv caqu?thEz?? m'f'orm'a'tfbn 1b awfperso n? or guilty; tiTi many. of ihe Corif'iden?tiaf; informa?'on "for any CUurSa bf authorized?.woric.?ror Ff'c'i 'F?edera'i. 21; Ina??ibi?i?g infgn?y??nti-Isie? brim nqu Gq'ncewgd during hl?g?i'l?'er a?d? w?ichl's I?'ad'e t'h'rnugh 111$ Cbn??entfaliidformaifunfowang' o? the ft? Fed'erai'equt?pmenigfac?flles; secrets-crime.- or whic??result jrorri amr work p??r't?rmed'by E'rgp'loy?amr FULFeBeraf?Wd'??il'll??id??i?a 1359'; hi 31.11? em. '50 Fed?r?alish'all tais?'?ki fegisief?c! dq?ign th?z'g?lthi'a'??f? rj?x'plpy?'eg'jshj?ufjl fith commu?cate to an? Third p'a ?y fhe? 'n?ature'b'f'nr d?t?lls?r?lat'lh'g to any sud: manufacth or work. Inventl'on,rbr i?ciea awut'iinea'herein. V?rg?o Of .3 Nailic?m??it?t?d? p??is'cf?h?whi ma?i mat b'z {hmrama'cu?emw 'tur'r?n?c tha'iefslan ih' IhaDd?ume'm :u?trarmua'r im'u supersedes-ail pieul?us'v?rsiu
and? ?ied . .. .. . .1 Em?loyee?GQn??EiniEHm .sum-Mm massmm - . 33.0134 .3 ma?a waive-an ?3 51h? . a i. - in indirewwewlve- Dr?cdnuibUt?z-to 'th?epmdudfo aft-an fde?lial-Iiifoir?aff?nfa} cteifm??dh?m?. a eui?r'?lo Wei-?111 pfay a ers'i i1 Iii?51' ?'fn 19?on an figy??ffadht ?j j'l?fq?dil?f rid Ef?nlt?e-par?as a??r??i-W?lfa??ia} t" 73%? r_ 'ringener?ahf known m- 3'3 bf than maria: rq?lom'EE. I :ii'i iiTcTuEIeJ may: tinflih?ig?j?.? 3f Wm? used In: walan 3-: a! f0" 5 355353-91? ?33 $93.57*? r13 lists; p?Ei?g?p?licf?mnd ln?f?rmi?tltinilj?? u?egiggatesgs?ganndemal :l?fdfr?'affahg awned?bg bf was Heweiapeg?f?ff E?'?erau mr?de-?tti?ru EQUESE beguinAn 5M?meem.oawd?k??awm?n?a NOT 52A- an'? fpr?yiryjang .w any tunfiaerfua'f h?iofig'l?d. ?x?fulsi?'?jr'? {Jeff}? for F531 F'e? ?ra? I1 ??afe??l??'Eriipl'??efs?m?trb! E. El Fdd?t?i? U?h?'ei?fest bf'llp??h t?fi?l??i??'ilf?l?n?l??l??fs 3- hl? ?mhld?fn?bhi-HWFCi dFsh?ish?llihhw i?-i?zict? ar-In?irecnv caqu?thEz?? m'f'orm'a'tfbn 1b awfperso n? or guilty; tiTi many. of ihe Corif'iden?tiaf; informa?'on "for any CUurSa bf authorized?.woric.?ror Ff'c'i 'F?edera'i. 21; Ina??ibi?i?g infgn?y??nti-Isie? brim nqu Gq'ncewgd during hl?g?i'l?'er a?d? w?ichl's I?'ad'e t'h'rnugh 111$ Cbn??entfaliidformaifunfowang' o? the ft? Fed'erai'equt?pmenigfac?flles; secrets-crime.- or whic??result jrorri amr work p??r't?rmed'by E'rgp'loy?amr FULFeBeraf?Wd'??il'll??id??i?a 1359'; hi 31.11? em. '50 Fed?r?alish'all tais?'?ki fegisief?c! dq?ign th?z'g?lthi'a'??f? rj?x'plpy?'eg'jshj?ufjl fith commu?cate to an? Third p'a ?y fhe? 'n?ature'b'f'nr d?t?lls?r?lat'lh'g to any sud: manufacth or work. Inventl'on,rbr i?ciea awut'iinea'herein. V?rg?o Of .3 Nailic?m??it?t?d? p??is'cf?h?whi ma?i mat b'z {hmrama'cu?emw 'tur'r?n?c tha'iefslan ih' IhaDd?ume'm :u?trarmua'r im'u supersedes-ail pieul?us'v?rsiu
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1:629:911m 33; .E-mplog?e 3:3 . .. . 1.3.. - .. . 1.1- - .. um.? l. -. . . nix. . -. far?4: . -. . Jo?s. ?ng?tog??a??ic'no?e?iges suffer- in Iih'f??si??iib??zzi lh??li?q EQdT??JiI-itmd?r?i??m?di?s amiabl?' in 1: at Iaw. ?o?rih 'a?uim utmm?cnv: r?i'f?f '3 ?ngwq?his'asr?e?mams Ham F?t'i?raffifh P?mhi?iie?? Com'E'e?Tfon shah crude-I: actihpgas?axcapsgl?aqx??qmay): :1 ?ELEEefzif. Lti??h??i?'rit hff? h} a?i?fp mimm?ari?t'??fp. br?he?a' compe?iinn F0 f??'ii?de?ned'?n?iness" {or {he .ifuyatfar: nonacom em?as'se't . fodh'belqw; . .shah??1'sn1n?iu?fe: 5-. in} {caqsfeixing?e?ri??ihu?inessig errormi'a?: 59.1361", Ee?dera?l ur-1=ci hat! e"ra1f?2af?liat?5 ward apa?r?gm; umsianrpr amt; 25-. .or cancellthef'r 'b?qii?ess?W?h-e? Ci'Federai or?Ci?Fecfel?ai?S #115913; b. iglgg??m??ifg?g 59.11 {Sig-?31 E5 ?tiiba'ik parsmme t?t'ermm'??r'? ?rm F??gr?l'staf?lia't?s; I - w?t m?rt'h?wixi'ch' .he'r'??ga?ig'r? E'm?lovee' Drzwi't'h 50th dt?m??grs'qh??rml- 'a?ss?oclatiuntbr'torpora?o n: megw?tib? nomdi?sddsure 31:13 no n-st?idt??bh- aggeem'gnpiah'a?ll pg 131; Water" 9* the Fe?d e715! 'Cs?r'FCl 'nl'us'ape'?od $993 '(??y?earihereafter. it}. governed nd' ctns?ued'purguan't .td thel'l??rw?'rs (if 3133,1533 Right? js?g?ld h??re?df heir; 961m pgien?lgju?i?i?c?d??ib? .Uh?nforpea big. such in effective to th? bxie?l?i'tfis' arid re'r?riamd?r of?the' Ag'rie'?r?ght. Ve'f?ldn: 2401? 11_ I I I page; 93" No?llu'mh?rdidgif'?f :hIs' Bdfu?rlie'q'l may hci?th? this v?'r'sInh In e?etf. mam?; be?fsidn is a?lwav: ihe ?r?bn In iha'DocumehtCmuol Master F115 and?. s'U?e?ri'ade's' an ?r??o?i'vefs?l?n'sr
1:629:911m 33; .E-mplog?e 3:3 . .. . 1.3.. - .. . 1.1- - .. um.? l. -. . . nix. . -. far?4: . -. . Jo?s. ?ng?tog??a??ic'no?e?iges suffer- in Iih'f??si??iib??zzi lh??li?q EQdT??JiI-itmd?r?i??m?di?s amiabl?' in 1: at Iaw. ?o?rih 'a?uim utmm?cnv: r?i'f?f '3 ?ngwq?his'asr?e?mams Ham F?t'i?raffifh P?mhi?iie?? Com'E'e?Tfon shah crude-I: actihpgas?axcapsgl?aqx??qmay): :1 ?ELEEefzif. Lti??h??i?'rit hff? h} a?i?fp mimm?ari?t'??fp. br?he?a' compe?iinn F0 f??'ii?de?ned'?n?iness" {or {he .ifuyatfar: nonacom em?as'se't . fodh'belqw; . .shah??1'sn1n?iu?fe: 5-. in} {caqsfeixing?e?ri??ihu?inessig errormi'a?: 59.1361", Ee?dera?l ur-1=ci hat! e"ra1f?2af?liat?5 ward apa?r?gm; umsianrpr amt; 25-. .or cancellthef'r 'b?qii?ess?W?h-e? Ci'Federai or?Ci?Fecfel?ai?S #115913; b. iglgg??m??ifg?g 59.11 {Sig-?31 E5 ?tiiba'ik parsmme t?t'ermm'??r'? ?rm F??gr?l'staf?lia't?s; I - w?t m?rt'h?wixi'ch' .he'r'??ga?ig'r? E'm?lovee' Drzwi't'h 50th dt?m??grs'qh??rml- 'a?ss?oclatiuntbr'torpora?o n: megw?tib? nomdi?sddsure 31:13 no n-st?idt??bh- aggeem'gnpiah'a?ll pg 131; Water" 9* the Fe?d e715! 'Cs?r'FCl 'nl'us'ape'?od $993 '(??y?earihereafter. it}. governed nd' ctns?ued'purguan't .td thel'l??rw?'rs (if 3133,1533 Right? js?g?ld h??re?df heir; 961m pgien?lgju?i?i?c?d??ib? .Uh?nforpea big. such in effective to th? bxie?l?i'tfis' arid re'r?riamd?r of?the' Ag'rie'?r?ght. Ve'f?ldn: 2401? 11_ I I I page; 93" No?llu'mh?rdidgif'?f :hIs' Bdfu?rlie'q'l may hci?th? this v?'r'sInh In e?etf. mam?; be?fsidn is a?lwav: ihe ?r?bn In iha'DocumehtCmuol Master F115 and?. s'U?e?ri'ade's' an ?r??o?i'vefs?l?n'sr
Page 18 from Clark Hill
. . . . #1115'EE'EWE?t?i?n'ad?iHti? 'fo?anY?emP?DWh'T? Abmem?n?'nmg errigbta?mnvayedTta?F?i F?d??r?l hat-eun?er' fake'pcece'?h rif?nver a _m n. my; pari'i es 1:0 'lh'e ?gr'eemem'i. have uT-g-execdiecii'? nn?t??e ??rs?k above w??en; satie- $4 ?4 Vefsi?n?: 2;;10171?1? Page-'3 Motlt??: A harm WW lhfs??mi??n; Hiv?n'at b'e? Ih?'?rsld?thif?h?y in Ebr'r'a?t ver??on'ts ?lwisrs' ma ?mom-mmum-.1th migiaig?i're n'n?
. . . . #1115'EE'EWE?t?i?n'ad?iHti? 'fo?anY?emP?DWh'T? Abmem?n?'nmg errigbta?mnvayedTta?F?i F?d??r?l hat-eun?er' fake'pcece'?h rif?nver a _m n. my; pari'i es 1:0 'lh'e ?gr'eemem'i. have uT-g-execdiecii'? nn?t??e ??rs?k above w??en; satie- $4 ?4 Vefsi?n?: 2;;10171?1? Page-'3 Motlt??: A harm WW lhfs??mi??n; Hiv?n'at b'e? Ih?'?rsld?thif?h?y in Ebr'r'a?t ver??on'ts ?lwisrs' ma ?mom-mmum-.1th migiaig?i're n'n?
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EXHIBIT
EXHIBIT
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Corporate Code: of Fm Egg?oi?: hwy-rag Code??fl?o?thl?'si? mono-=11 'apo?obfmo?mghutrno?gas'anam ftif' FCI w'ith [ts ?ll?i?i?t?s, i?opp?e?mggd?mn'm??f agen?l?giza?n? Ithej?hancial community. rep u't?ailon'is'm?a'ihta med uni)! by ihei avoidance; of 1mm per b??dyes't'ionabfe fond ad by 'ifs ompio?gees. ss prat?'tes 'are essen?al?fo 't?e "soot-tossf?ullhachievefneat of'ihe '?brhpa'nyf? visionygoals, and' targe??s; All ma?ag?g'rs; reguiari n'ts?on?'hgontk oithe Gammons?all' conduci-?t?emsalves?n accordance with {he tnndugffh? Elwinanfilausinosifn princini'o :21 nu?nos ext?lcsanq?tn.omniianpmuh aonltca?lahwo Ee'??r?l ammo-imam ails?uiri?ll ?aiisf oh ammo; coy Wh?lc?h interferes or-coufd appear 3:0 {hte exercise o?f?lndop anden?judgment fliai-is in 'fh? He?t?nte re?t of?f'?e 'ifompa'ny, More Or such?a 'rA ton?fd bf?tett?st?rth? . 'appeatance {Tiereo'f'iuo?ioioccur when?an ompluyeef?ntere?in, gompanf; a or-seMces tome Comp-91 HY 91' giant "of the Company {Si?pc?f??at ac?t i?n the-'11 tummy-may he goers?on?d, "s?e arbor "r?a'te' I'?'c'lv??'sats. natomy combf?t? funds, .3113 office gopplles, blft. ?'ISO?I?'?h?ologje?a?'? bu?iness n5, and-information about or'business?hese asS?t?s Shfall?bt?be improp'?fly used to provi?'e personal ga'lnfor employees or non-empioyees; gomga? 1 Con?dential and 'E?ro?itfatagg Information No Federai emolovoe shall forti?ga'irr an henafit in me- emblovm'ehtwhic?'Is?seg?erauv not raj disclosgquorniayo? mother. in Ih??brdin'arv?fbndut't? of the Company's .busih?iis- and-as maybe-of?cially ?mhb?z??d Wth? camrsa?y. P?rEo?h'" "oriclaie'oi No :Fci'Fedorol Employee shah own any financial 'i'n'terest'In?osupplien gimp; or comp?itop? if the em?lo?y?eejs in a posl'?on to infernce or may'appear to [?nance-business detisl?ons-of the company orthe other Dainty-35? may relate to one another. Verslon?z ?10911 Pag??pf? . ngc?? omuijha?f may hol ba'the?ve'rslon wir??tly Tn ??gct. 111:: currcni ?f?in ls aim?'theuisthn In ?at Dgwm?ht ?3
Corporate Code: of Fm Egg?oi?: hwy-rag Code??fl?o?thl?'si? mono-=11 'apo?obfmo?mghutrno?gas'anam ftif' FCI w'ith [ts ?ll?i?i?t?s, i?opp?e?mggd?mn'm??f agen?l?giza?n? Ithej?hancial community. rep u't?ailon'is'm?a'ihta med uni)! by ihei avoidance; of 1mm per b??dyes't'ionabfe fond ad by 'ifs ompio?gees. ss prat?'tes 'are essen?al?fo 't?e "soot-tossf?ullhachievefneat of'ihe '?brhpa'nyf? visionygoals, and' targe??s; All ma?ag?g'rs; reguiari n'ts?on?'hgontk oithe Gammons?all' conduci-?t?emsalves?n accordance with {he tnndugffh? Elwinanfilausinosifn princini'o :21 nu?nos ext?lcsanq?tn.omniianpmuh aonltca?lahwo Ee'??r?l ammo-imam ails?uiri?ll ?aiisf oh ammo; coy Wh?lc?h interferes or-coufd appear 3:0 {hte exercise o?f?lndop anden?judgment fliai-is in 'fh? He?t?nte re?t of?f'?e 'ifompa'ny, More Or such?a 'rA ton?fd bf?tett?st?rth? . 'appeatance {Tiereo'f'iuo?ioioccur when?an ompluyeef?ntere?in, gompanf; a or-seMces tome Comp-91 HY 91' giant "of the Company {Si?pc?f??at ac?t i?n the-'11 tummy-may he goers?on?d, "s?e arbor "r?a'te' I'?'c'lv??'sats. natomy combf?t? funds, .3113 office gopplles, blft. ?'ISO?I?'?h?ologje?a?'? bu?iness n5, and-information about or'business?hese asS?t?s Shfall?bt?be improp'?fly used to provi?'e personal ga'lnfor employees or non-empioyees; gomga? 1 Con?dential and 'E?ro?itfatagg Information No Federai emolovoe shall forti?ga'irr an henafit in me- emblovm'ehtwhic?'Is?seg?erauv not raj disclosgquorniayo? mother. in Ih??brdin'arv?fbndut't? of the Company's .busih?iis- and-as maybe-of?cially ?mhb?z??d Wth? camrsa?y. P?rEo?h'" "oriclaie'oi No :Fci'Fedorol Employee shah own any financial 'i'n'terest'In?osupplien gimp; or comp?itop? if the em?lo?y?eejs in a posl'?on to infernce or may'appear to [?nance-business detisl?ons-of the company orthe other Dainty-35? may relate to one another. Verslon?z ?10911 Pag??pf? . ngc?? omuijha?f may hol ba'the?ve'rslon wir??tly Tn ??gct. 111:: currcni ?f?in ls aim?'theuisthn In ?at Dgwm?ht ?3
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Fm Com-m No Fifi act as an agent or representative o?-any rJlenfI compet'lio'r; or supp'?er Joins Eff?ii? m?ugtmu?aa to. e-mrjxay'eeycr'memmzjiaa s??Me?s. Supp??rszfo ny Shalf ndt' be .aske?dfto'. buy ant-products and 5e ifo'fh'ecome or-co'nt'l'nue to. be-"a supplien. Nd Egi Eedgrai ?m'p'l??ygg Mi a?c'fe nt??hvigift: pafm??ht, a ?stipp'll?f?t'll?rixi c?m'ti emanan gi??ia'?vi?lft; p?vm?nt; Emma? b?'nem?of mm G?al?uf? tdfah': em?fove'? any: orgar?iiza?b? wuh'Whiph th?? ?i?elat?rb?s'hipj. "fa I A FC'f'F?BZeral' ei?n pl'oyegmay pro?i't'fe en?tedairlmeni onl?f ii'fi? raas?nahie-W1?h $2313.19. frquiency. .a?nd not for any Improper, unlawail, or un??thic?l p?u?rp'ose. iFunh'er?ltshau amid of Ethical I'm propriety-.- FCI Fede'ra} re mauve go?ns?lta' n'ts mus'i-bei'i? wilting a?nd mUSt cle'arly a?d a?'ch??telf??i fi??h?thj? finish in? ?t'h?e and: fee". Payments-mm be reasonable-in amo?ht, ?ght of the pracflcein the valu'? bf sewic?s?r?nder?d. rapresenta?vegm consuliant that the ?gr?e?r?eni Wm be pu'biicly disclosed and must agree to Such public-dlsciosure. FA LSIFIQ 6F No p'th?i?pjt?or rec?iptqn banal: of 1he_COmp'any may be approved at made'wnh th?t ariyrj?art (if the p?fm'?ht or'r'?'c?ipt .is'to be us'e?jd. fo?r?a 'pu'r'posi? ?fherthah Hes??fib'e? ifp?the docdh?trji's sup?brting tha't'fadSE?tiqn. fu'n'dsf? fund's or account: where no accom?mg fdi'r recelpts or expandit'uras'l?'made an the temps: ny's bo'bks arem'?c'tly prohiblted. version: 2301211 Page 2 of 4 Nn?icemlhanicow ?t {his da'wmml'ma? ha! ha t?a varsion curre?ny 1n aH?ct. I: always the Herslon In the? Mum Filr pm! superse?es 51f previous westerns.
Fm Com-m No Fifi act as an agent or representative o?-any rJlenfI compet'lio'r; or supp'?er Joins Eff?ii? m?ugtmu?aa to. e-mrjxay'eeycr'memmzjiaa s??Me?s. Supp??rszfo ny Shalf ndt' be .aske?dfto'. buy ant-products and 5e ifo'fh'ecome or-co'nt'l'nue to. be-"a supplien. Nd Egi Eedgrai ?m'p'l??ygg Mi a?c'fe nt??hvigift: pafm??ht, a ?stipp'll?f?t'll?rixi c?m'ti emanan gi??ia'?vi?lft; p?vm?nt; Emma? b?'nem?of mm G?al?uf? tdfah': em?fove'? any: orgar?iiza?b? wuh'Whiph th?? ?i?elat?rb?s'hipj. "fa I A FC'f'F?BZeral' ei?n pl'oyegmay pro?i't'fe en?tedairlmeni onl?f ii'fi? raas?nahie-W1?h $2313.19. frquiency. .a?nd not for any Improper, unlawail, or un??thic?l p?u?rp'ose. iFunh'er?ltshau amid of Ethical I'm propriety-.- FCI Fede'ra} re mauve go?ns?lta' n'ts mus'i-bei'i? wilting a?nd mUSt cle'arly a?d a?'ch??telf??i fi??h?thj? finish in? ?t'h?e and: fee". Payments-mm be reasonable-in amo?ht, ?ght of the pracflcein the valu'? bf sewic?s?r?nder?d. rapresenta?vegm consuliant that the ?gr?e?r?eni Wm be pu'biicly disclosed and must agree to Such public-dlsciosure. FA LSIFIQ 6F No p'th?i?pjt?or rec?iptqn banal: of 1he_COmp'any may be approved at made'wnh th?t ariyrj?art (if the p?fm'?ht or'r'?'c?ipt .is'to be us'e?jd. fo?r?a 'pu'r'posi? ?fherthah Hes??fib'e? ifp?the docdh?trji's sup?brting tha't'fadSE?tiqn. fu'n'dsf? fund's or account: where no accom?mg fdi'r recelpts or expandit'uras'l?'made an the temps: ny's bo'bks arem'?c'tly prohiblted. version: 2301211 Page 2 of 4 Nn?icemlhanicow ?t {his da'wmml'ma? ha! ha t?a varsion curre?ny 1n aH?ct. I: always the Herslon In the? Mum Filr pm! superse?es 51f previous westerns.
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He'?zogpegra'z' Coffi?t??t?e'cja??ef B??in'eSS'Etliics a an". f- kiwi-?I 51.1?3. -- . comemnweeancrid??; Deeh'qgsf??lthi?dfnii??tdt? Willheeon?hcte? Mace? r?de'nee withe?s'tihg aq?fpu stilaws; Cd?aberate comipl?atlt?'jia Eflafw on Ihuenfcqu'ea predhct develop ni'e'nfg?'?le? 'te?fr?lte??es? and? 36315] a?d En??l in'fo rrnati'a n'sh'aIl he'avo'i?le? ati?a? casts. It to respect the prbb'e?'i aria. ?r?iheft'pf- personal-er Edmlpany-pmvi?e? deralfs code andi'such octu rre nces WiiI'be dealt??vith'?e??ef'eiw 13_e?d?faf' 19? 3:9quth iha?mselves professf?h??lly With 'r?eg?a'r'd? tt?n buth- [a'rigui?geandia'pg?axanpex Wh?ejeeh?ng {edema d?rftig'i?and' beypnd busiine'sshours. 'em?lbyee?s' .Ea??t?ful- and 'e?t'hlca?mpressib?m tee expet?ted?iu rep?? diihbh??t'br?jllt?'??al_ atgiqifi'efs?hv gg?eggmp'itggee?s as eu?ined above to; their-sup to the Chief E?etuwe??ietalf. ?otation-ref the known me fake. sub" ?ssener i'h'e ab-eveamemiene? samba fa'?t?u'ai h?ais?lgife'r'thesaileea?ens {ee- do'??r'he?t'si .an?gheg?fgnegf. manag?e?r'th?lhitiht'e 6f alnjemeloxiee or-oiher p?rsn? Who in? ?r?ep?drts knoWn or mavens. I We here! of; res'p'o the Wilma; qf'?jve Cs'benpanyhis eog?ucied' in accordance with'the cb?e. The: beari-t'hnough its mILassure.tnarthe If willful'vfo'fatiens are ascertained to have lakeri' 5,1131! gssujejihet. Lhejq'g??f are pretegtesirthat the?Comeanv?sJegal dbligal?oh'sz??fe fumed active fm'ken- The were: Win fhat "correcttve measures and sdfe'g?'a?r?i are i?stitufe'd'td 'er?eue'nt' feetturtente'ef?oia?ons. r'epoang-an factua'1 er. 'alleg?_6 maie'rjaf'ch'de' i?ojatlon, Ali ruff-39ers,L ma'n?agers for reviewi'ng-th'isfcode With each of-thefir counterslg'ned Ia'rid p?l?'ce'd In the New em ployees ghalheed'and sign th?e?tdd'e Upjo?r?] their empioyment._ Es be yhe?p?asls'for adi?on, Including reprimahd, legs-'of compensation, seniority or bru?m?btlonal opp??t?imties,?emd?onsj er dls?harge: 339 3-6? Nollie: Hard?apy of this mummy my native the warden currently In effect The curren'tvdrihn ls always the version Inxho Unn?rm?m Miner Pllg'and mp'i'ri?? is all pr'?'ulous Ve'rsion's.
He'?zogpegra'z' Coffi?t??t?e'cja??ef B??in'eSS'Etliics a an". f- kiwi-?I 51.1?3. -- . comemnweeancrid??; Deeh'qgsf??lthi?dfnii??tdt? Willheeon?hcte? Mace? r?de'nee withe?s'tihg aq?fpu stilaws; Cd?aberate comipl?atlt?'jia Eflafw on Ihuenfcqu'ea predhct develop ni'e'nfg?'?le? 'te?fr?lte??es? and? 36315] a?d En??l in'fo rrnati'a n'sh'aIl he'avo'i?le? ati?a? casts. It to respect the prbb'e?'i aria. ?r?iheft'pf- personal-er Edmlpany-pmvi?e? deralfs code andi'such octu rre nces WiiI'be dealt??vith'?e??ef'eiw 13_e?d?faf' 19? 3:9quth iha?mselves professf?h??lly With 'r?eg?a'r'd? tt?n buth- [a'rigui?geandia'pg?axanpex Wh?ejeeh?ng {edema d?rftig'i?and' beypnd busiine'sshours. 'em?lbyee?s' .Ea??t?ful- and 'e?t'hlca?mpressib?m tee expet?ted?iu rep?? diihbh??t'br?jllt?'??al_ atgiqifi'efs?hv gg?eggmp'itggee?s as eu?ined above to; their-sup to the Chief E?etuwe??ietalf. ?otation-ref the known me fake. sub" ?ssener i'h'e ab-eveamemiene? samba fa'?t?u'ai h?ais?lgife'r'thesaileea?ens {ee- do'??r'he?t'si .an?gheg?fgnegf. manag?e?r'th?lhitiht'e 6f alnjemeloxiee or-oiher p?rsn? Who in? ?r?ep?drts knoWn or mavens. I We here! of; res'p'o the Wilma; qf'?jve Cs'benpanyhis eog?ucied' in accordance with'the cb?e. The: beari-t'hnough its mILassure.tnarthe If willful'vfo'fatiens are ascertained to have lakeri' 5,1131! gssujejihet. Lhejq'g??f are pretegtesirthat the?Comeanv?sJegal dbligal?oh'sz??fe fumed active fm'ken- The were: Win fhat "correcttve measures and sdfe'g?'a?r?i are i?stitufe'd'td 'er?eue'nt' feetturtente'ef?oia?ons. r'epoang-an factua'1 er. 'alleg?_6 maie'rjaf'ch'de' i?ojatlon, Ali ruff-39ers,L ma'n?agers for reviewi'ng-th'isfcode With each of-thefir counterslg'ned Ia'rid p?l?'ce'd In the New em ployees ghalheed'and sign th?e?tdd'e Upjo?r?] their empioyment._ Es be yhe?p?asls'for adi?on, Including reprimahd, legs-'of compensation, seniority or bru?m?btlonal opp??t?imties,?emd?onsj er dls?harge: 339 3-6? Nollie: Hard?apy of this mummy my native the warden currently In effect The curren'tvdrihn ls always the version Inxho Unn?rm?m Miner Pllg'and mp'i'ri?? is all pr'?'ulous Ve'rsion's.
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I .E-62 0-09.14: Cdt?p'drate. Codi: of Busin?s'le?ii??15! muw . -- nun-"- aaw-H-i?i-T-l ?Ie'iw i? - 1 havemea'd? tHls-do?ume 'ndur?udaar'gta'nd it's?ccmie'?i. P, . Wit/[H ?wmmg' Dma Versi'a 2w.101711 Page 4 2:34 mike-(Q hi?gop?? a! this donumen in the bummer}: comm: M'mar Fll??and supefrg?des an p?re'VIDus' 'v'emmis'. t'rn'ay' no! he t?uariipn currently in 614931 Th?? cufien! version Is always the vault:-
I .E-62 0-09.14: Cdt?p'drate. Codi: of Busin?s'le?ii??15! muw . -- nun-"- aaw-H-i?i-T-l ?Ie'iw i? - 1 havemea'd? tHls-do?ume 'ndur?udaar'gta'nd it's?ccmie'?i. P, . Wit/[H ?wmmg' Dma Versi'a 2w.101711 Page 4 2:34 mike-(Q hi?gop?? a! this donumen in the bummer}: comm: M'mar Fll??and supefrg?des an p?re'VIDus' 'v'emmis'. t'rn'ay' no! he t?uariipn currently in 614931 Th?? cufien! version Is always the vault:-
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EXHIBIT
EXHIBIT
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. CONSULTANT AGREEMENT CAM-01 BETWEEN FEDERAL, me. me Come RUN Sow?rrous THIS AGREEMENT is made and entered into as of February 1, 2014 by and between FCI FEDERAL, INC. (hereinafter called having their principal office at 602 King Street, Suite 102, Leesburg,_ Virginia 20175 and Come RUN Someone having his principal of?ce at {d6555rw hire Pare?thereina?er referred to as (the ?Agreement?). Geimm?iie JA zorsr WHEREAS. CONSULTANT is. by reason of knowledge and experience, capable of rendering and does desire to provide management consulting to FCI WHEREAS. CONSULTANT proposes to perform work for FCI FEDERAL, which work may require that it obtain specialized services. How, THEREFORE, in consideration of the premises and of the mutual promises- steted herein. the parties to this Agreement do mutually agree to the following: SERVICES TOE RENDERED CONSULTANT shall provide to FEDERAL services and support as de?ned in Exhibit A, the Statement of Wont. CONSULTANT shall render all services as an independent contractor and shall not be an agent or employee of F01 FEDERAL. 2. TERM The term of this agreement shell be from February 1, 2014 through June 30, 2014. This term may be extended on a month by month basis by mutual agreement of both parties via written modi?cation of this Agreement prior to expiration of the current term.
. CONSULTANT AGREEMENT CAM-01 BETWEEN FEDERAL, me. me Come RUN Sow?rrous THIS AGREEMENT is made and entered into as of February 1, 2014 by and between FCI FEDERAL, INC. (hereinafter called having their principal office at 602 King Street, Suite 102, Leesburg,_ Virginia 20175 and Come RUN Someone having his principal of?ce at {d6555rw hire Pare?thereina?er referred to as (the ?Agreement?). Geimm?iie JA zorsr WHEREAS. CONSULTANT is. by reason of knowledge and experience, capable of rendering and does desire to provide management consulting to FCI WHEREAS. CONSULTANT proposes to perform work for FCI FEDERAL, which work may require that it obtain specialized services. How, THEREFORE, in consideration of the premises and of the mutual promises- steted herein. the parties to this Agreement do mutually agree to the following: SERVICES TOE RENDERED CONSULTANT shall provide to FEDERAL services and support as de?ned in Exhibit A, the Statement of Wont. CONSULTANT shall render all services as an independent contractor and shall not be an agent or employee of F01 FEDERAL. 2. TERM The term of this agreement shell be from February 1, 2014 through June 30, 2014. This term may be extended on a month by month basis by mutual agreement of both parties via written modi?cation of this Agreement prior to expiration of the current term.
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AGREEMENT (Aceaamaur Ho.) BETWEEN ittc. Page 2 of 8 3. CONSIDERATION As consideration for services rendered, FCI FEDERAL shall pay CONSULTANT on an retainer basis Using $72500 per month as the mechanism for payment. Should Federal deselected as the prime contractor for the FBI Contract, pro?t'shsring based on gross rriargin dollars of the resultant FBI Contract will be paid quarterly to CONSULTANT in accordance with paragraph 5 Invoicing and in accordance with the 'iolloyying schedule: ease Peiriod: 5.5% Option 5.5% Option 2 through Option 4: 6% 4. FUNDING Services under this Agreement will be ordered via Purchase Order issued to Consonant from Federal Contracts. Fondling Will be provided at the Purchase Order Level. Egi Federal shall have no obligation to pay for any cartridges unless such sjerdices are periorined 'pursuaht?to 'a'F?ur?ch'ase Order issued and-executed by an authorized representative of'FCi Federal. In no'event.3h'all Federal have any obligation to pay for services exceeding the funding assigned to the Purchase Order pursuant to which such services are performed. 5. CONSULTANT shall submit invoices by the fifth of each month for payment for work performed under issued Purchase Order for the previous month. invoices shall contain the foliowing information: a. Invoice number b. Invoice date c. Remittance Address d. Purchase Order Number a. PO Line" item. labor-category (if applicable), amount invoiced, description of work performed. cumulative amount invoiced and amount of funding remaining. FCI FEDERAL agrees to remit payment to CONSULTANT within thirty (30) calendar days of receipt of an acdeptabie invoice for retainer services and within thirty (30) calendar days 34} I
AGREEMENT (Aceaamaur Ho.) BETWEEN ittc. Page 2 of 8 3. CONSIDERATION As consideration for services rendered, FCI FEDERAL shall pay CONSULTANT on an retainer basis Using $72500 per month as the mechanism for payment. Should Federal deselected as the prime contractor for the FBI Contract, pro?t'shsring based on gross rriargin dollars of the resultant FBI Contract will be paid quarterly to CONSULTANT in accordance with paragraph 5 Invoicing and in accordance with the 'iolloyying schedule: ease Peiriod: 5.5% Option 5.5% Option 2 through Option 4: 6% 4. FUNDING Services under this Agreement will be ordered via Purchase Order issued to Consonant from Federal Contracts. Fondling Will be provided at the Purchase Order Level. Egi Federal shall have no obligation to pay for any cartridges unless such sjerdices are periorined 'pursuaht?to 'a'F?ur?ch'ase Order issued and-executed by an authorized representative of'FCi Federal. In no'event.3h'all Federal have any obligation to pay for services exceeding the funding assigned to the Purchase Order pursuant to which such services are performed. 5. CONSULTANT shall submit invoices by the fifth of each month for payment for work performed under issued Purchase Order for the previous month. invoices shall contain the foliowing information: a. Invoice number b. Invoice date c. Remittance Address d. Purchase Order Number a. PO Line" item. labor-category (if applicable), amount invoiced, description of work performed. cumulative amount invoiced and amount of funding remaining. FCI FEDERAL agrees to remit payment to CONSULTANT within thirty (30) calendar days of receipt of an acdeptabie invoice for retainer services and within thirty (30) calendar days 34} I
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CQNSULTANTAGREEMEMT (AGREEMENT No.) BETWEEN FEDERAL, INC. ago [Congo?t?nr Nitrite) Pagej? of 8 from the end or a quarter for post contract award pro?t sharing. Invoices should be subn?iitted to the following address: F91. Fenian! Inc. A?hidmun?ng 602 King Street Suite 102 Leesburg, Virginia 20175 Or via e-m'all: lnvoloe questions should lye-directed to Karen Dickert at 703-443-9485. Any ?lnvoices where cumulative amounts exceed the funded amount will be rejected and returned to CONSULTANT. 6. OFFICIALS NOT TO BENEFIT No member. of or delegate to any state or 1federal legislature, or-any agency of?cial at the state or? federal level shall be admitted to any share 'or part of this Agreement or to any bene?t that may arise herefrom. PROPRIETARY INFORMATION The treatment of Proprietary Information shall be governed by Aoreernent number?NDA-t 4-91 07 (the . ehall not use or anyway? or by any 'njlean?s any-Proprietary information balonging to, supplied, 'or otherwise made evallable by FCI FEDERAL exoept in the performance of work .or the rendering of services, for FEDERAL and only in with the The term ?Proprietary Information" as used 'hereln shall intrude information. that is not public information and which is detreloped by CONSULTANT in the oedemanoe of work or. the rendering of services pursuant to this Agreement. The termination or expiration of this Agreement shall not superfeede or a?e?t'tlge obligations o'fzth'e Parties With respect to protection of Proprietary Information. which shall aurvlve such termination or eXpiration and remain in full tome and effect. 8. CONFLICT OF INTEREST CONSULTANT agrees not to knowingly enter Into any other agreements with any other ?rms or government agenciesthat may result in a conflict of interest between WDC-TZ 842 -
CQNSULTANTAGREEMEMT (AGREEMENT No.) BETWEEN FEDERAL, INC. ago [Congo?t?nr Nitrite) Pagej? of 8 from the end or a quarter for post contract award pro?t sharing. Invoices should be subn?iitted to the following address: F91. Fenian! Inc. A?hidmun?ng 602 King Street Suite 102 Leesburg, Virginia 20175 Or via e-m'all: lnvoloe questions should lye-directed to Karen Dickert at 703-443-9485. Any ?lnvoices where cumulative amounts exceed the funded amount will be rejected and returned to CONSULTANT. 6. OFFICIALS NOT TO BENEFIT No member. of or delegate to any state or 1federal legislature, or-any agency of?cial at the state or? federal level shall be admitted to any share 'or part of this Agreement or to any bene?t that may arise herefrom. PROPRIETARY INFORMATION The treatment of Proprietary Information shall be governed by Aoreernent number?NDA-t 4-91 07 (the . ehall not use or anyway? or by any 'njlean?s any-Proprietary information balonging to, supplied, 'or otherwise made evallable by FCI FEDERAL exoept in the performance of work .or the rendering of services, for FEDERAL and only in with the The term ?Proprietary Information" as used 'hereln shall intrude information. that is not public information and which is detreloped by CONSULTANT in the oedemanoe of work or. the rendering of services pursuant to this Agreement. The termination or expiration of this Agreement shall not superfeede or a?e?t'tlge obligations o'fzth'e Parties With respect to protection of Proprietary Information. which shall aurvlve such termination or eXpiration and remain in full tome and effect. 8. CONFLICT OF INTEREST CONSULTANT agrees not to knowingly enter Into any other agreements with any other ?rms or government agenciesthat may result in a conflict of interest between WDC-TZ 842 -
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AGREEMENT (AGREEMENT N0.) Anetceiteuunsm ?Anal Di 8 FEDERAL and The term ?con?ict of interest? lede?ned as any situation Where-the business lntereSts ef FCI FEDERAL could be-cempromieett bl? inte'teSte in a 'cnmpeting'?rm or firm 0:1..gnvernment ag'Encyjin a precureihe'nt FQi'i?rliitent'ietebl?d? on .Or tee-townich Fede'r'alhag renewed a centred aware; Constit'mtltegree's t6. all littan :aetual or tintenti?il {intimate-?of interESt Within five: {tetandat'dEVS agrees to withdraw from or not enter into any situatin'n that whole cd'ns?titute such a? conflict of interest. 9. UNITEDTSTATES GOVERNMENT REQUIREMENTS When applicable. shall he; Sub]th to and hound by those?Federal Acquieitien Ragglajtienslgi?"A?ii Agency?thtii?tie?n Regulatian (AAR), and Procurement Integrity Acteletiees and provinces that or pursuant to the terms (if FEderalts prime sentient. Suthlansee rangp?tgyisione ate-made a pa?rtbf this Agreement and ?centiqu 'tjg notify F91 hinting ?of any known potenti?l-nr abttial. viql?tio?n bf law or?r'e'g'iilatione'. which may arise hereunder. 1D. NON CQMPETE During the pendency of this Agreement 21119 for a-period pf Melina (12) months following completien (if the wnrl; entline'd under this; Agreement or "after e'Xpira?tien or ?df this Agreement (in Wim Paragraph 13. Subpatagreph til-end CONEULTANT agrees not to negp't'iate tor the previsienjof consuming services ?or-itpr emnlo'yrnent with gF'Cl FEDERAL clients thai Wete' by at: a ??tted result of this Agreement Wittmut authorization,- in wnting,"frem FEDERAL. If Agreement is terminated for convenience in engordance with Paragraph 13. subpa'te'graph the hen-compete duration will hater .3 period of six (6) months folloWing the termination for convenience oithe? work outlined under this Agreement during which time CONSULTANT agrees not to negetiate for the provision of consulting services, or for employment with FCI FEDERAL Client's'thel; were suppeite'dhy CONSULTANT as egdire?ct result ef this Agreement without authorization, in Writing, from FEDERAL. 11. LAW This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. WWI-2286124
AGREEMENT (AGREEMENT N0.) Anetceiteuunsm ?Anal Di 8 FEDERAL and The term ?con?ict of interest? lede?ned as any situation Where-the business lntereSts ef FCI FEDERAL could be-cempromieett bl? inte'teSte in a 'cnmpeting'?rm or firm 0:1..gnvernment ag'Encyjin a precureihe'nt FQi'i?rliitent'ietebl?d? on .Or tee-townich Fede'r'alhag renewed a centred aware; Constit'mtltegree's t6. all littan :aetual or tintenti?il {intimate-?of interESt Within five: {tetandat'dEVS agrees to withdraw from or not enter into any situatin'n that whole cd'ns?titute such a? conflict of interest. 9. UNITEDTSTATES GOVERNMENT REQUIREMENTS When applicable. shall he; Sub]th to and hound by those?Federal Acquieitien Ragglajtienslgi?"A?ii Agency?thtii?tie?n Regulatian (AAR), and Procurement Integrity Acteletiees and provinces that or pursuant to the terms (if FEderalts prime sentient. Suthlansee rangp?tgyisione ate-made a pa?rtbf this Agreement and ?centiqu 'tjg notify F91 hinting ?of any known potenti?l-nr abttial. viql?tio?n bf law or?r'e'g'iilatione'. which may arise hereunder. 1D. NON CQMPETE During the pendency of this Agreement 21119 for a-period pf Melina (12) months following completien (if the wnrl; entline'd under this; Agreement or "after e'Xpira?tien or ?df this Agreement (in Wim Paragraph 13. Subpatagreph til-end CONEULTANT agrees not to negp't'iate tor the previsienjof consuming services ?or-itpr emnlo'yrnent with gF'Cl FEDERAL clients thai Wete' by at: a ??tted result of this Agreement Wittmut authorization,- in wnting,"frem FEDERAL. If Agreement is terminated for convenience in engordance with Paragraph 13. subpa'te'graph the hen-compete duration will hater .3 period of six (6) months folloWing the termination for convenience oithe? work outlined under this Agreement during which time CONSULTANT agrees not to negetiate for the provision of consulting services, or for employment with FCI FEDERAL Client's'thel; were suppeite'dhy CONSULTANT as egdire?ct result ef this Agreement without authorization, in Writing, from FEDERAL. 11. LAW This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. WWI-2286124
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Consonant AGREEMENT (AGREEMENT No.) Bewtesit FEDERAL, trier NAME) Page 5 of 8 12. DISPUTES FCI FEDERAL and CONSULTANT (together referred to as ?Party? or "Parties"_) shall exercise good faith efforts to settle any diaputes arising under this Agreement. In the extent that-the Parties are unable to resolve a dispute within 60 (sixty) days of written identi?cation of the dispute, either Party may then submit the matter for tonne! proceedings which may include alternative dispute resolution. Daring the dispute resolution process contemplated under this proVislon, including alternative dispute resolution or litigation, both Parties will continue performing their obligations under this Agreement. 1 3. TERMINATION FEDERAL may, within 15 clays of written notice to CONSULTANT, terminate the whole or any part of this Agreement in any of the following circumstances: i) If CONSULTANT fails to perform the services speci?ed herein: it) If Consuunm fails to perform any of the other provisions of this Agreement in accordance With its terms, ehd'in either of these Mo circumstances does not cure such failure within a period of 10 days {or each longer period as FEDERAL may authorize in writing) after receipt of notice from FEDERAL specifying such failure; or If F0: FEDERAL, for its own convenience, decides to terminate this Agreement, in whole or in part. 14. CHANGES FEDERAL shall be entitled to make changes to this Agreement and to the Scope of Work outlined in Exhibit A, provided that CONSULTANT is afforded: (1) the opportunity to review the proposed changes in the terms of the Agreement or in the scope of work; (2) assess any impact that such changes-have upon the. schedule and/or total cost of the project; and as appropriate, negotiate required adjustments in funding to ensure that the Agreement adequately covers the estimated cost of performing the work authorized by FCI FEDERAL. All changes will be administered by modi?cation to this Agreement, in writing and signed by both Parties. DC-ZZ 841-1
Consonant AGREEMENT (AGREEMENT No.) Bewtesit FEDERAL, trier NAME) Page 5 of 8 12. DISPUTES FCI FEDERAL and CONSULTANT (together referred to as ?Party? or "Parties"_) shall exercise good faith efforts to settle any diaputes arising under this Agreement. In the extent that-the Parties are unable to resolve a dispute within 60 (sixty) days of written identi?cation of the dispute, either Party may then submit the matter for tonne! proceedings which may include alternative dispute resolution. Daring the dispute resolution process contemplated under this proVislon, including alternative dispute resolution or litigation, both Parties will continue performing their obligations under this Agreement. 1 3. TERMINATION FEDERAL may, within 15 clays of written notice to CONSULTANT, terminate the whole or any part of this Agreement in any of the following circumstances: i) If CONSULTANT fails to perform the services speci?ed herein: it) If Consuunm fails to perform any of the other provisions of this Agreement in accordance With its terms, ehd'in either of these Mo circumstances does not cure such failure within a period of 10 days {or each longer period as FEDERAL may authorize in writing) after receipt of notice from FEDERAL specifying such failure; or If F0: FEDERAL, for its own convenience, decides to terminate this Agreement, in whole or in part. 14. CHANGES FEDERAL shall be entitled to make changes to this Agreement and to the Scope of Work outlined in Exhibit A, provided that CONSULTANT is afforded: (1) the opportunity to review the proposed changes in the terms of the Agreement or in the scope of work; (2) assess any impact that such changes-have upon the. schedule and/or total cost of the project; and as appropriate, negotiate required adjustments in funding to ensure that the Agreement adequately covers the estimated cost of performing the work authorized by FCI FEDERAL. All changes will be administered by modi?cation to this Agreement, in writing and signed by both Parties. DC-ZZ 841-1
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Ae?neewenr No.) Sewage-EC: FEDERAL, iNo. Ant: time) Page-'6 are 15. LIMITATION OF LIAEILITY In no event shall. either Party be liable hereunder or othe?mrlse for incidental, special, coneequential,- indirect, and punitive or multiple damages. interest or attorney's fees. 16. ENDEMNIFICQTION FEDERAL and CONSULTANT (each, the. ?Indemnifying Party?) shall indemnitythe other party (the "Indemnified Party") from and against any damages, excluding incidental, conse'oue'ntiai and punitive damages, incurred as a reeult of the negligence or gross negligence of the Indemnifying Party in performing its obligations hereundert or as a reeuit of breach by the Indemnifying Party of its Obligations hereunder. 17. INSURANCE CONSULTANT shall procure insurance against claims for injurieeto persons or damages-to property that. arise-from or in oonnebtion with Coneut?rnriir?s wot}: under this Agreement and the reLST?Ults of that work by the CONSULTANT. his agents. representatives, employees, or subcontractors. CONSULTANT 'rnuet'pr'ocure the fo'ilotving types of coverage at the minimum limits stated: i) Commercial General Liability coverage ($500,000 per occurrence for bodily injury, personal injury, and property damage); it) Automobile Liability coverage ($500000 per accident for bodily injury and property damage); Workere' Compensation and Employere' Liability coverage as required by the Commonwealth of Virginia; and Any deductibles under the required insurance policies will be the responsibility of CONSULTANT.
Ae?neewenr No.) Sewage-EC: FEDERAL, iNo. Ant: time) Page-'6 are 15. LIMITATION OF LIAEILITY In no event shall. either Party be liable hereunder or othe?mrlse for incidental, special, coneequential,- indirect, and punitive or multiple damages. interest or attorney's fees. 16. ENDEMNIFICQTION FEDERAL and CONSULTANT (each, the. ?Indemnifying Party?) shall indemnitythe other party (the "Indemnified Party") from and against any damages, excluding incidental, conse'oue'ntiai and punitive damages, incurred as a reeult of the negligence or gross negligence of the Indemnifying Party in performing its obligations hereundert or as a reeuit of breach by the Indemnifying Party of its Obligations hereunder. 17. INSURANCE CONSULTANT shall procure insurance against claims for injurieeto persons or damages-to property that. arise-from or in oonnebtion with Coneut?rnriir?s wot}: under this Agreement and the reLST?Ults of that work by the CONSULTANT. his agents. representatives, employees, or subcontractors. CONSULTANT 'rnuet'pr'ocure the fo'ilotving types of coverage at the minimum limits stated: i) Commercial General Liability coverage ($500,000 per occurrence for bodily injury, personal injury, and property damage); it) Automobile Liability coverage ($500000 per accident for bodily injury and property damage); Workere' Compensation and Employere' Liability coverage as required by the Commonwealth of Virginia; and Any deductibles under the required insurance policies will be the responsibility of CONSULTANT.
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CONSULTANT hen-{smear Ne.) .FCI two. Page 7 018 Pre?ef of required insurance coverage must be presided to FEDERAL. prier to commencement of ithel'work eetlined 'in Exhlbit' A and alt required Insurance meet be mtelhtetnedter?th'e duration "of this Agreement, inet'udin?g any ekt?e?eiene thereof. By signing this .__egreement. CONSULTANT certi?es that ?it Is. Dona tide-agency as de?ned by FAR 52203-5: ?'Bon?a ?de en e'Stalblis?hed ceremetetet or setting agency", maintained by a contractor for the purpose of securi?g' b?uSines?s, that neither exerts 'nor to exert imprOper In?uence to? eelictt er obtain Government contracts nor holds itself eat as being eble? to obtain any Gevemment ce'ntr'a?ter ?eentrecte through improper in_fluenee.2" "any in?uence that {names or tends to indece 'a Government employee er-ef?c?er te give consideration er te act {regarding Government centrect on any basis ether than the. merite of the matter." CONSULTANT further Certi?es that compeneation is at market rates. IN menace, the Parties hereto have executed this agreement as of the day and year ?rst above Written. FC: Calvin Ru'n'selu'tiene 602 '3 King Street, Suite_102 201?!) Tex ID: 3 9? By: By: Name: Emily Porter Name: DQWW ?@4047 Title: Contracts Director Title: Date; 3111/2014 Date: '3
CONSULTANT hen-{smear Ne.) .FCI two. Page 7 018 Pre?ef of required insurance coverage must be presided to FEDERAL. prier to commencement of ithel'work eetlined 'in Exhlbit' A and alt required Insurance meet be mtelhtetnedter?th'e duration "of this Agreement, inet'udin?g any ekt?e?eiene thereof. By signing this .__egreement. CONSULTANT certi?es that ?it Is. Dona tide-agency as de?ned by FAR 52203-5: ?'Bon?a ?de en e'Stalblis?hed ceremetetet or setting agency", maintained by a contractor for the purpose of securi?g' b?uSines?s, that neither exerts 'nor to exert imprOper In?uence to? eelictt er obtain Government contracts nor holds itself eat as being eble? to obtain any Gevemment ce'ntr'a?ter ?eentrecte through improper in_fluenee.2" "any in?uence that {names or tends to indece 'a Government employee er-ef?c?er te give consideration er te act {regarding Government centrect on any basis ether than the. merite of the matter." CONSULTANT further Certi?es that compeneation is at market rates. IN menace, the Parties hereto have executed this agreement as of the day and year ?rst above Written. FC: Calvin Ru'n'selu'tiene 602 '3 King Street, Suite_102 201?!) Tex ID: 3 9? By: By: Name: Emily Porter Name: DQWW ?@4047 Title: Contracts Director Title: Date; 3111/2014 Date: '3
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No.) EEDERAL, INC. Ann? Page 8 ?of 8 Exhibit A: Statement of Work provide capture suppor?or two called Name FOIA, both with the "place of performance In Winchester, VA, and the OPM Support Services Mail Room opportunity. Speci?g deliverabfes Include, at a minimum: 1) Identify?and obtain exclusive cbmmitrnent-and resumes frOm identified key and essential personnel, ZFijtain exc'luswe key te?a? ming' each nity, 3} D'evelo? a hammer-fused?p?biliti?s pres?nt?agian Inna or more version as 4) Deveiop and assist in executing {he ov'e?ra'll capture pian With critfca! milestune and specific call pian for key customers. Each task'wilj be assigned, managgd by the PU Technical Point. Task assignments and funding- will be issued'a nd funding uia'Purchase Ofder. The? PG Technical Point of Contact is as follows: Dick? Brau?n 602' KingZ-Str?et, Suite 102 L'eesburg, VA ?20175 703443-3905 1 WEE-228424
No.) EEDERAL, INC. Ann? Page 8 ?of 8 Exhibit A: Statement of Work provide capture suppor?or two called Name FOIA, both with the "place of performance In Winchester, VA, and the OPM Support Services Mail Room opportunity. Speci?g deliverabfes Include, at a minimum: 1) Identify?and obtain exclusive cbmmitrnent-and resumes frOm identified key and essential personnel, ZFijtain exc'luswe key te?a? ming' each nity, 3} D'evelo? a hammer-fused?p?biliti?s pres?nt?agian Inna or more version as 4) Deveiop and assist in executing {he ov'e?ra'll capture pian With critfca! milestune and specific call pian for key customers. Each task'wilj be assigned, managgd by the PU Technical Point. Task assignments and funding- will be issued'a nd funding uia'Purchase Ofder. The? PG Technical Point of Contact is as follows: Dick? Brau?n 602' KingZ-Str?et, Suite 102 L'eesburg, VA ?20175 703443-3905 1 WEE-228424
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MODIFICATION 1 CONSULTANT AeReeMem?CMMt semen F0: me. AND Com/m RUN SOLUTIONS The purpose of this modi?cation, effective July 1. 2014, is to amend agreement CAM-01 as renews: Extend the term of the agreement. Repiece paragraph 2. Term as foiiows: The term of- this agreement shall be from February 1, 2014 through December 3'1, 2014. Exoept as provided herein, at] teens and conditions- remetn unchanged and in full force and effect. in WITNESS mention the Parties hereto have executed this agreement as of the day and year ?rst above Writ-ten. Inc. Come BUN someone 20130 'Lekeview Center Plaza. Suite 420 14055 Sterling 'PontDr Ashburn, VA 20147 Gainesville. VA 20155 Tax iD: tits-2813429 By: By: Neme: Emiiy H. Porter Name: Demon Hudson Title: Contracts Director Title: Consultant Date: Dawg
MODIFICATION 1 CONSULTANT AeReeMem?CMMt semen F0: me. AND Com/m RUN SOLUTIONS The purpose of this modi?cation, effective July 1. 2014, is to amend agreement CAM-01 as renews: Extend the term of the agreement. Repiece paragraph 2. Term as foiiows: The term of- this agreement shall be from February 1, 2014 through December 3'1, 2014. Exoept as provided herein, at] teens and conditions- remetn unchanged and in full force and effect. in WITNESS mention the Parties hereto have executed this agreement as of the day and year ?rst above Writ-ten. Inc. Come BUN someone 20130 'Lekeview Center Plaza. Suite 420 14055 Sterling 'PontDr Ashburn, VA 20147 Gainesville. VA 20155 Tax iD: tits-2813429 By: By: Neme: Emiiy H. Porter Name: Demon Hudson Title: Contracts Director Title: Consultant Date: Dawg
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EXHIBIT
EXHIBIT
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HILL Mlchaell Ferrell 202-552-23?4 Email: Ms. Sharon 1). Virts Chief Executive Of?cer FCieFederal 20130 Lakeview Center Plaza Suite 420 Ashburn, Virginia 20147 Dear Ms. Vii-ts, September 2, 2014 Clark Hill PLC 601 Avenue NW North' Building, Suite IGOD Washington, DC 20004 1? 2029720909 202.7?2.0919 This letter will con?rm that FCi-Federal, Inc. has engaged the law ?rm of Clark Hill to assist the company with matters involving a contract with the US. Customs and Immigration Services (USCIS) of the Department of Homeland Security (DHS). The exact nature and scope of our services will be determined by FCi-Federal. However, Clark Hill proposes to undertake the following core activities: Coordinate all activities with FCi?Federal management and key staff Develop and execute an appropriate legislative and political strategy Work with media advisers to ensure relevant messaging Draft relevant informational documents, correspondence and legislation Educate Members of Congress and staff on the underlying public policy issues Serve as the primary advocate for FCi~Federal before Congress Communicate regularly with FCi-Federal on all matters related to this representation In addition, Clark Hill is prepared to undertake such other assignments as may arise during the course of our representation and for which FCi-Federal requests our assistance.
HILL Mlchaell Ferrell 202-552-23?4 Email: Ms. Sharon 1). Virts Chief Executive Of?cer FCieFederal 20130 Lakeview Center Plaza Suite 420 Ashburn, Virginia 20147 Dear Ms. Vii-ts, September 2, 2014 Clark Hill PLC 601 Avenue NW North' Building, Suite IGOD Washington, DC 20004 1? 2029720909 202.7?2.0919 This letter will con?rm that FCi-Federal, Inc. has engaged the law ?rm of Clark Hill to assist the company with matters involving a contract with the US. Customs and Immigration Services (USCIS) of the Department of Homeland Security (DHS). The exact nature and scope of our services will be determined by FCi-Federal. However, Clark Hill proposes to undertake the following core activities: Coordinate all activities with FCi?Federal management and key staff Develop and execute an appropriate legislative and political strategy Work with media advisers to ensure relevant messaging Draft relevant informational documents, correspondence and legislation Educate Members of Congress and staff on the underlying public policy issues Serve as the primary advocate for FCi~Federal before Congress Communicate regularly with FCi-Federal on all matters related to this representation In addition, Clark Hill is prepared to undertake such other assignments as may arise during the course of our representation and for which FCi-Federal requests our assistance.
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September 2, 2014 Page 2' The ?rm?s representation will commence on July 9, 2014 and extend through September 8, 2014.- FCi-Federal may, at its sole discretion, extend this agreement for an additional. period of time. Both parties retain the right to terminate the agreement upon delivery of thirty (3 0) days written notice to the other party. All outstanding fees and expe?nSes will be due and payable Within NET 30 days of receipt of an acceptable invoice; In consideration of the services described above, FCi-Federal has agreed to pay Clark Hill twenty thousand dollars for each of the three months this agreement is in force, Clark .Hill may also bill FCi?Federal for all reasonable and ordinary out-of pocket expenses incurred as part of our representation; such expenses shall not exceed $500 without prior written approval from FCi?Federal. Any expenses in excess of $25 require approval from Federal. Any changes in this agreement regarding Clark Hill?s fees and expenses as well as any signi?cant expansion in the scope of work to be performed by the ?rm shall be approyed by both parties in advance of any changes taking effect. Attached are the biographies of those members of Clark-Hill?s team assigned to this project. On behalf of my colleagues at Clark Hill I want to thank you for the opportunity to work with you and your colleagues at FCi-Federal. If you haVe any questions regarding our engagement, please contact me directly. Michael Ferrell CLARK HILL PLC TI. gr
September 2, 2014 Page 2' The ?rm?s representation will commence on July 9, 2014 and extend through September 8, 2014.- FCi-Federal may, at its sole discretion, extend this agreement for an additional. period of time. Both parties retain the right to terminate the agreement upon delivery of thirty (3 0) days written notice to the other party. All outstanding fees and expe?nSes will be due and payable Within NET 30 days of receipt of an acceptable invoice; In consideration of the services described above, FCi-Federal has agreed to pay Clark Hill twenty thousand dollars for each of the three months this agreement is in force, Clark .Hill may also bill FCi?Federal for all reasonable and ordinary out-of pocket expenses incurred as part of our representation; such expenses shall not exceed $500 without prior written approval from FCi?Federal. Any expenses in excess of $25 require approval from Federal. Any changes in this agreement regarding Clark Hill?s fees and expenses as well as any signi?cant expansion in the scope of work to be performed by the ?rm shall be approyed by both parties in advance of any changes taking effect. Attached are the biographies of those members of Clark-Hill?s team assigned to this project. On behalf of my colleagues at Clark Hill I want to thank you for the opportunity to work with you and your colleagues at FCi-Federal. If you haVe any questions regarding our engagement, please contact me directly. Michael Ferrell CLARK HILL PLC TI. gr