Complaint Unlimited Fee AppliesCal. Super. - 6th Dist.November 25, 2019James Cai (SBN 200189) Christopher W. Loweth (SBN 201805) SAC Attorneys LLP 1754 Technology Drive, Suite 122 San Jose, California 95110 Telephone: (408) 436-0789 Facsimile: (408) 436-0758 Attorneys for Plaintiff INNOVA CONSULTING SERVICES LLC 6 d/b/a CELERUS CONSULTING 10 IN THE SUPERIOR COURT OF CALIFORNIA COUNTY OF SANTA CLARA INNOVA CONSULTING SERVICES LLC, dba CELERUS CONSULTING, a Delaware Limited Liability Company, Case Nos COMPLAINT V. 15 PIaintiff, 1. Breach of Contract 2. Account Stated IDC TECHNOLOGIES, INC., a California corporation and DOES I through 50, inclusive, 17 Defendants. 18 Complaint Filed: 20 21 22 23 25 26 27 28 tSACATTY/116/2/00018188DOCX) COMPLAINT E-FILED 11/25/2019 4:47 PM Clerk of Court Superior Court of CA, County of Santa Clara 19CV359203 Reviewed By: Yuet Lai 19CV359203 1 Comes now the Plaintiff, INNOVA CONSULTING SERVICES LLC, doing business as CELERUS CONSULTING ("Plaintiff', and complains as follows: I. INTRODUCTION 8 1. The purpose of this action is to recover amounts owed to Plaintiff pursuant to the Professional Services Agreement signed by the parties. 6 II. PARTIES 7 2. Plaintiff, INNOVA CONSULTING SERVICES LLC, doing business as 8 CELERUS CONSULTING ("Plaintiff'r "Innova"), is a Delaware limited liability company in good standing, authorized to do business and doing business in California, located at all times 10 relevant hereto in Santa Clara, Santa Clara County, California. 3. Defendant IDC TECHNOLOGIES, INC. ("IDC"), is a California corporation authorized to do business and doing business in California, with its principal place of business, 13 during all times relevant, in Milpitas, Santa Clara County, California. 4. DOES 1-50 are other individuals and/or entities who aided, participated in, ratified, or are otherwise responsible for the wrongful acts of herein whose identities in any 16 potential wrongdoing are presently unknown to Plaintiff. One or more DOES 1-10 are residents of California or California-based businesses or entities doing business in California. Plaintiff 1 0 makes all of its allegations in this Complaint against DOES 1-50; where such allegations are not made with personal knowledge as to DOES 1-50, they are made upon information and belief. 20 Plaintiff will seek leave to amend this Complaint to allege the true names of DOES 1-50 once the 21 same are ascertained. 22 5. Plaintiff is informed and believed, and thereon alleges, that, at all times relevant 23 herein, each and every defendant was an agent, principal, employee, employer, successor in interest, or joint venture of each of the remaining defendants and was at all times acting within 25 the course and scope of such agency, employment, partnership, joint venture, and/or each 26 defendant has engaged in, ratified, approved, benefitted from, or authorized the acts of each of the remaining defendants with full knowledge of said acts. 28 /SACATTY/116/2/00018 i 88.DOCXl COMPLAINT III. JIJRISBICTIOX Ab)D VKb)IJK 2 6. This Court has personal jurisdiction over each of the named defendants, and has jurisdiction of the subject matter of this action because the amount in controversy exceeds the jurisdictional minimum of the Court. 5 7. Venue is appropriate in Santa Clara County Superior Court because the parties are 6 located here and the events complained of herein took place here. IV. GENERAL ALLEGATION)S 8 8. Defendant IDC is engaged in the business of providing information technology ("IT") services or other services to its customers located in the United States, including services 10 to customers located in California. 9. Plaintiff is engaged in the business of locating and supplying to its clients, such as IDC, personnel (conhactors) who provide such IT services, or to end-user customers of companies such as IDC. 10. On July 5, 2018, Plaintiff and Defendant signed a "Professional Services 15 Agreement" ("PSA") whereby Plaintiff agreed to provide contractors to work for Defendant or 16 Defendant's end-user customers and Defendant agreed to pay Plaintiff for doing so. A true and 17 correct copy of the PSA is attached to this Complaint as Exhibit 1. 18 11. Pursuant to the terms of the PSA, Plaintiff supplied contractors on site at the location of one of Defendant's customers. 20 12. Under the terms of the contract, Defendant was obligated not to solicit or hire the 21 employees of Innova at any time while the contract was in place and for a year thereafter. 22 13. Upon information and belief, Defendant has hired formed employees of Plaintiff 23 in violation of the PSA. 14. Plaintiff has paid the salaries its contractors and has invoiced IDC for the services 25 rendered. The following amounts were invoiced in 2018-2019 (some were partially paid) 26 27 August, 2018 (Franklin Brown, Jr.) $5,888.45 October 2018 (Sanjiv Shrestha) $ 10,469.60 28 {SACATTY/I)6/2/00018188.DOCX) COMPLAINT 1 May (partial payments pending) $27,274.80 2 June (partial payments pending) $25,859.16 3 July August September 6 Total: $517,997.48 $385,076.38 $342,557. 84 $ 1,315,123.83 7 15. Starting in or about July of 2019, IDC stopped paying Innova for contractors that 0 Plaintiff had provided to IDC pursuant to the PSA, as well as owing for previously billed 9 invoices that were not fully paid. IDC has failed and refused, and continues to fail and refuse, to 10 pay moneys owed to Plaintiff pursuant to the PSA. 16. Upon information and belief, IDC has hired contractors supplied by Innova, in 12 violation of the PSA. 13 17. On September 20, 2019, Defendant sent a letter purporting to terminate the PSA. However, Defendant has still not paid the outstanding amounts owed under the PSA. 15 16 FIRST CAUSE OF ACTION - BREACH OF CONTRACT 18. Plaintiff incorporates and realleges by this reference the allegations of the 17 foregoing paragraphs 1-17 as if set forth in full herein. 18 19 19. The PSA was a valid and enforceable agreement between Plaintiff and IDC. 20. Plaintiff did all, or substantially all, of the significant things that the PSA required 20 of it, except to the extent that its performance was waived, excused, frustrated, or prevented by 21 Defendant. 22 21. As alleged herein, IDC has failed to perform under the PSA in that it has failed to 23 pay the invoiced amounts. 22. Upon information and belief, Defendant received payment Irom its customers for 25 the services provided by Plaintiff s contractors. 26 23. Defendant has also made it clear through its actions that it does not intend to pay 27 the invoiced amounts, and are therefore have breached the PSA, 28 (SACATTY/I 16/2/00018188/DOCXI COMPLAINT 1 24. Upon further information and belief, Defendant has solicited and/or hired 2 employees of Plaintiff in violation of the PSA. 3 25. As a result, Plaintiff has suffered $ 1,315,123.83 in damages for the salaries paid to Plaintiff's contractors. 5 26. The PSA allows for recovery of attorneys'ees and costs in connection with any action to enforce the obligations under the PSA. 7 27. Plaintiff has also suffered damages related to interest accrued related to the 6 amounts paid for salaries, as well as legal fees expended in connection with enforcing its rights under the P SA. 10 WHEREFORE, Plaintiff prays for relief as set forth in the Prayer below. 11 SECOND CAUSE OF ACTION- COMMON COUNT: ACCOUNT STATKB 12 28. Plaintiff incorporates and realleges by this reference the allegations of the foregoing paragraphs 1-27 as if set forth in full herein. 29. Defendant owes Plaintiff money from their previous financial transaction, namely $ 1,315,123.83 for amounts invoiced. 16 30. Plaintiff and Defendant, by words or conduct, agreed that the amount stated was the correct amount owed. 18 19 20 31. Defendant, by words or conduct, promised to pay the stated amount to Plaintiff. 32. Defendant has not paid Plaintiff any of the amounts owed under this account. 33. Defendant owes Plaintiff $ 1,315,123.83. 22 WHEREFORE, Plaintiff prays for relief as set forth in the Prayer below. PRAYER 23 25 of Plaintiff. As to all causes of action, special damages of $ 1,315,123.83. An injunction preventing Defendant from soliciting or employing any employee 26 27 Interest at the legal rate. As to all causes of action, general damages according to proof. 28 (SACATTY/I 16/2/00018188.DOCX) COMPLAINT 5. Attorney fees and costs as permitted by the PSA. 6. Any other relief the Court deems appropriate. November 25, 2019 SAC ATTORNEYS LLP James Cai, Es'q. Christopher W. Loweth, Esq. Attorneys for Plaintiffs, INNOVA CONSULTING SERVICES LLC 10 12 13 15 16 17 18 19 20 22 23 25 26 27 28 tSACATTY/116/2/00018188 DOCX) COMPLAINT EXHIBIT ONE Docoeign Envelope ID; 55EF5357-9531-4CFB-95D4-eA23355FF1CE eonoworlhg rwhoology 5en4ee~ PROFESSIGNAL SERVICES AGREEMENT This professional Services Agreement ('greement") is entered into as of the last chronological date appearing on the signature page by and between IDC Technologies lhc, a California Corporation with Principal Administrative Office 'at 920 HillVieW Ct 5250r Milpitee, CA 95035 (hereinaffer Called " IDC ) With a'Federal TaX ID, 37 1487839 and InnOVa Ccneulting services, LLc (hereinafter ceiled "supplier") located at 3211, scott Blvd 8 202, santa clara cA 96064 and having Fed ID: 81-4591956. RECITALS: IDC Is engaged in the business of providing information technology services or other services to its clients located in LISA and Canada ("Clients"); Supplier ls.engaged in the business of locating and supplying personnel("Contractors") to provide such services to Clients or Clients'nd Customers as per the speciT/cations of IDC; and IDC and Supplier hereby agree as follows; 1 RELATIOFISHIP STATUS BETIIVEEN THE PARTIES: This Agreement does not create a partnership between IDc and supplier The legal relationship between IDc and supplier is completely defined in this Agreement which is an Agreement between s buyer and a seller. Contractors are neither IDC nor its Clients'mployees, Contractors are Supplier's employees. No Contractor shall be entitled to ariy benefits from I Technologies Inc. or Clients, including insurance of any kind, leave, stock options, vacations, or any other benefit of any kind except as provided by Supplier, IDc and clients shall not be obligated and supplier shall be obligated to make any and'all deductions, withhbld any taxes,,or take any other actions to comply with any and all federal, state, municipal, Social ecuifty,S'isbilitInsurance,,Workeys Compensation, or any other agenoy rules, regulations, or requirements. Upon written demand, Supplier shall provide IDC.or Clients with written proof that all such rules, regulations, snd requirements sre being complied with by Supplier. Supplier shall defend, Indemnify, and hold harmless IDC and Clients from sny and all claims arising out of Supplier's failure or alleged failure to comply with all such rules, regulations, and requirements,. All supplier contractors will h, tw we k pdrformance guarantee after the start of the project and during this period if the contractor gets fired fromave a c e project due to non-performance Dr work altitude, then IDc will not be liable for any payment to supplier for'this pe . P 's rlod. If I C becomes aware, by any means, that Supplier or it's Contractors have tried to reach out to IDC'5 Client or End Customer directly/indirectly for payments, it is construed as a breach of contract. Therabcy'e:Ctauee 1'a;-nOt aPPcito'acblenfOr raljt 'trengiticqed.'CORSuitante and Would be a'PP'I1C9ble fcruPODSultarite deployed I'n'fut'ure 'shduld'TCESinot.a'pp'roy4 orpay 'fo', hours lqgged by,; theicdbsuttacnL7 2, EXCLUSIVITY: Supplier agrees that IDC has expended significant resources and expense in developing its relationstiip with Client, which relationship is protectable and of significant value, Supplier has benefited from IDC'usiriess r I t'ship and hereby agrees that during this Agreement and for twelve(12) consecutive months after the latter of either the ter'mination of this Agreement for any reason by either party or the final completion of Services by any,uppeaio employees/contractors, Supplier shall not directly or indirectly: (a) solicit, arrange, contract or subcontract to provide services tb IDc's client (or client'3 End customers) for the purpose of offering or providing any Services the sarrie or similar to those performed by the Supplier under this Agreement. Supplier or Supplier"s employee'/contractor under rio circumstances will approach our client/ End customer encl directly or indirectly engage in any rate related discussions/negotiation/payment terms/payment delay issues, IDC Technologies Inc, 920 HillyieW Ct 4/250, Milpites CA 95035 Main: 408-376-0212 Fax: 408-6084)088 Dcccsign Envnfope ite 55EF5357-9531-4CFB-95D4-BA23355FF1CE cnnowon'n5 rn&hnolocr ncrson (b) Diveitnellow or cause any Su ppliei'mployees/Crintrector'9 (who worked for Supplier at any time within twelve (12) months preceding the latter of the termination of this Agreement or the final completion of Services)'to provide to Client/End Customer, through Supplier directly or through any other person or entity(including other Client Suppliers), work or Services the same or similar to the work or Sewices performed by Supplier Employees/Contractor's urider or'hrough this Agreement, (c) Solicit, contract, hire or orier employment. to any person who are employed by IDc 6 its affiliates, Client/End Customer during the term of this Agreement, and who are, in any ways related to the pelformanCe Of Services hereunder, (d), "Suppliei Employee(s)" or"Employee(s)n means those employees, agents, Suppliers, contractors and representatives of Supplier provided or to be provided by Supplier to perform Services pure~ant to this Agreement, (e) During the term of this sgrriement and for a period of one year thereafter IDC shell not soli~it or'ire the employees of th Supplier assigned through this agreement, 'Theabovecfabs'9' an'nd itseubcfaubses're'r'jot 3'PPllcabfe for a)f 'transftiohed,co'nanultanntsb'ut aPPlfcabje fgrn new: con'auftanfs depfbyeod by'ubpnpljerthrugh1DnC fn'TCS. The violation of the aforesaid clause will be considered as a breach of this Agreement, Supplier is liable to bare all the legal expenses including but not limited to atlomey and courtfee on behalf IDC for recovering the damages from the Supplier. 3. PERSONNEL: ( ) Sup liar shell assign orily those of its personnel who meet minimum skill, k'nowfedge and training standards, Es thoaea, p standarda are determined by IDc, in IDG'.s sole.discretion, necessary to perform the sewicss required under this subcontract Agreement, For purposes of this subcontract services Agreement, supplier'5 personnel means, individually and collectively, th ' sons performing the services whom are employed by, contracted by, subcontracted by, under the dfrecffon or control of, or otherwise furnished by Supplier. Without limiting the generality of the foregoing, Supplier's personnel shall incl, bue er ude, t are not limited to, Supplier's employees, agents and permitted "subn Suppliers (and the empleyees arid agents of such sub- suppliers). Personnel are not and shall not be bonsidere'd for any purposes the employees of IDC or IDC Clients. (b) IDC/IDC's Client shall haye the right to review the qua l@cations of and interview (in person or by telephone, as practicable) all personnel supplier designates to 'perform work under this Subcontract services Agreement, from time to time In IDC's sole discretion. IDC reserves the iight in its sole discretion to disapprove the continuing assignment of Supplier personnel provfde4I ha/su'nder. Supplier will honor the speciric requests; with respect to the assignment of personnel to perform Supplier's obligations hereunder. supplier will promptly remove any personnel perfoimirig work hereunder upon request by IDC, and promptly provide substitute personnel satisfactory to IDC. (c) Supplier agrees not to divert any personnel from performance hereof without the prior written consent of IDC. In the event it becomes necessary to remove such personnel for reasons beyond the control of Supplier, Supplier shall deliver te Co tr ctor at least fifteen (16) days'dvance written notice thereof, which notice shall designate the name and qualifications of the proposed replacement, whose qublificatibns and capabilities shall be at least equal to those of the pars n ingna replaced, and who shall be subject tb the a'pproval of contractor. supplier conffrms that supplier'5 employee/contractor will not accept any other offer for a period of 2 weeks after receipt of IDC'lient confirmation via email a'nd will be considered as a breach if done so, Supplier will be liable for liquidated damages as determined in the court of law, (d) ln the event it becomes necessary to replace Supplier personnel for non-performance or misrepresentation of their skills duriing the selection process, Supplier shall not bill Contractor for the first ten (10) working days of the replacement personnel'9 Sewlces. IDC Technologies Inc, 920 Hillview Ct ¹250, Milpitas CA 35035 Main; 408-376-0212 Fax: 408.608-6088 Docvaign Envelope ID'55EF5357-9531-4CFB-9504-BA23355FF1CE eopowvnres reepo1vgyenepo (e) Supplier recognizes that failure/delay ln providing the services after signing the'ask Order/Statement of Work will adversely prejudice IDC's reputation and business prospects with its client and will be financially damaging to the Company. Supplier agrees that if it fails to provide services after signing the Task Order/Statement Of Work, or after agreeing to the Ta'sk O'rder/St'aternent of Work through other means such as e-mail or telephone, such failure will be considered a breach of this Agreement by the Supplier or his contractor(s), IDC will be entitled to damages es decided by court of law. In addition IDC Shall also have the right to seek legal and other remedies to recover in full the financial damages arising out of Supplier's breach of this clause. Tphe",a@eve:ala@ac. 3A(tCi 3 E ai'e.,nOt aPP'ltoabie:fer. COfieujta'ntS„COVeredp uilChf tbie'.-.agreem'ento but-t))()reuPP))er (nderecandS.the bueinedd ImPacCt:Of hen '- devliyel'y,b'n,'.tII'e,iePufat)bn Of IDC, and Will:make bce'St„effyite!ri anSuringfi'iijb:delirypemeiitage'ocf:80'AocStfpplfer'is 'op'9'ri to'56:evalttt d foi 'non--:d'ebvvery:acvevyo'qu'aitey. 4, CONFIDENTIALITY / INTELLECTUAL PROPERTY: Supplier, its Employees and/oi Contractors agree to hold in confidence and not use, publish, disclose, or utilize in any manner, except as may be required by law, any trade secret or confidential information marked as ".proprietary," "private," "company private," or otherwise identified as proprietary to, or a Vade secret of, Clients ("Confidential Information"). The term Confidential Information will not include information Which (I) is or becomes generally available to the public other than as a result of a disclosure by clients or (2) is or becomes available to supplier on a noh-confidential basis from a source other than clients. The following clause, or one sUbstantially similar to It, will be included in afi contracte between Supplier and its employees or in'dependent c'ontractors ("Employees") when such Employees are designated for assignment as'ontractors to clients which will then be defined as their employer ("Employer") for purposes of this paragraph; Employee's Treatment of and Duties Regarding Confidential Information: Employee will never directly or indirectly disclose, transfer, or use any conftdential Information without the prior written consent of. (supplier), C fdentlal Informatiofi means', (I) Production processes, marketing techniques, mailing lists, customer names, financial information, methods of doing bqsiness, trade secrets, and or information relating to Employer's bu in son 1 s' 5 or the business of any Employer; (ii) Sourcre and object code, flow charts, algorithms, codirig sheets, routines, sub- routines, compilers, assemblers, design concepts, and related dosumentation and riiahuals, whether or not developed by or coritributed to by Employee durjng the term of this agreement; and (iii) All other materials or information related to the business or aofivities of'Employer which are not generally known tb others engaged in similar businesfi or activities, The lack of any marking or statement that particular item is Confidential Information will not affect its status as Confidential Information. Confidential Information will not include or mean: (i) Information in the public domain not as a result of a breach of any duty owed to Employer by Employee or any other person; (ii) Informaticn already known to Employee prior to this agreement; (ill) Information published or disseminate'd by Employer without restrict(Dna to, persons other than Employee; (iv) Information identl/ied in writing by Em'ployer as not being confidential Information; and (v) Information provided by a supplier without restrict(on on disclosure. Employee agrees. that Employer will own ell technical notes, programs, specifications, and other tangible and intangible property and work product p'repared in conjunction with Employee's performance hereunder, Employee agrees to sign any assignment, license, trademark, patent appficafion, or other such documents necessary to perfect btle and or ownership of work product created, in whole or in part, by Employee. The terms of this section will sunrive the termination of the Employer-Employee relationship. The terms of this term of this Agreement shall survive its termination, whether for cause or not. 6, INSURANCE; Supplier agrees to procure and maintain in effect during the term of this Agreement appropriate insurance coverage as detailed below: General Liability Insurance with a limit of 32,000,000 IDC Technologies Inc, 920 Mifiview Ct 6260, Milpitas CA 96066 Main; 408-376-0212 Fax: 408-608-6088 rv Docusicn Envelope ID'5EF5357-9531-4CFB-95D4-BA23355FF1CE Erhphwrrlh/rrrrhhhlhw irrrtrrr Umbrella Insurance.with a limit of $4,000,000 Automobile Insurance with a combined single limit of $1,009,000 Worker'5 Compensation and Employer's Liability Insurance as required by applicable State Law Technical ESO Insurance with a per claim and an aggregate limit of $1,000,000 6. INDEINNITYr To the fullest extent permitted by law, the Supplier shall fully indemnify and hold harmless IDC and its subsidiaries, affiliates, shareholders, directors, officers, partners, agents, employees, customers and End custom'er from and against claims, damages, losses and expenses, including but not limited to attorneys'ees, suffered and/or incurred by IDc, its customers and/or End customer and arising out of or resulting from performance of the services contemplated herein by supplier and/or its Contractor(s), provided that such claim, damage, loss cr expense is attributable to, among other things, financial Injury, theft, misappropriation, and/or misuse of pelsonal property or confidential Information of IOC, its Cusstomeis arid/or End Customer, bodily injury, sickness, disease or death, or to Injury to or destruction of tangible property, but only to the extent caused by (I) intentional acts of supplier and/or its contractor(s)'; (li) a breach of any term cr condition.oi'this Agreement ancyor any representation or warranty, or any provision or obllgatiorl by supplier and/or its contractor(s) u'ndai'his Agreement, (iii) claims of supplier cr its contractors for non-payment cf'wages, over time, double time, discrimination, or other wage and hour or any and all other employment related claims; or (iv) the negligent acts or omissions of the Supplier and/or its Contractor(s), anyone directly or indir'ectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Supplier and/or contractor(s)'iability under this paragraph shall survive the expiration or termination of this Agreement. 7, NO CONSEQUENTIAL DAMAGES: In no event will IDC, its Customers'r its End Customers be liable,to Supplier or its Contractor(s) for eny consequential dainages, expenses, liabilities, fees, or losses (" Losses" ) arising as a result of this Agreement, In no event'ill IDC, its customers or its End customers be liable to supplier or its contractor(s) for any incidental, indirect, or consequential Losses, including but not limited to, lost profits or lost data, arising from or related to any services performed or goods develeped pursuant to this Agreement even if it is advised of the possibility of such Loeses or if such Losses could be reasonably foreseen. 8, PAYMENT: (a) Supplier shall submit invoioes monthly for the services satfsfactorily performed and accepted during the preceding month, Invoices submitted for worK charged on an hourly basis will be supported by approved bmesheets duly approved by IDC's client Reporting Manager and supported by ver'Ification from IDc's customers and/or End customers. IDc shall pey the undisputed amount of each correct invoice received from the supplier lh accordanos with the terms of, this Agreement and the applicable pO/SO)W, IDc is, entitled to withhold any amount disputed in good faith by IDc's cusotmer and/or End Customer, until the, dispute is resolved and the failure to pay any such disputed amount shall not be a breach by IDC of its obligations under this Agreement. In the event that IDc does no't receiye payments due to any of the activities of.Supplier's employee/contractor, Supplier agrees 1) to refund that amount paid by, IDC to the S'uppller, if any, and 2) that IDC is not obligated to pay for such services, Supplier is entitled to compensation per its invoice only upon IDC'eceipt of funds from its Customer and/or End Customer for that portion of invoice'hich is not under dispute, Bnd with no IDC liabifity otherwise, because Supplier acknowledges and agrees that IDC's Customer and/or End Customer controls the payment of consulting fees, This Agreement shell be extended for successive one-year periods from the date:first written above unless the Supplier or IDC provides notice in writing within 14 days prior to the termination date. IDC Technologies Inc. 920 Hillview Ct fir260, Milpitas CA 95035 Main: 408-376-0212 Fax; 408-6084)088 Docceign Envelope ID'. 5SEF5357-9531-4CFB-95D4-BA23355FF1CE nvpceerlmrvcealgp Feveev 9. NON-PAYMENT TO CONTRACTOR PERSONNEIJ If IDC determines that the SuPPlier is not Paying its employee/contractor providing services to IDC or its Customers or End Customers, IDC wiil notify the Supplier of its knowledge of nonpayment, Supplier will thereafter have seven (7) days from the date of notification to remedy the situation to the satisfaction of IDC, If Supplier falls to remedy the situation; it will be viewed as a breach of the Agreement and the Supplier'5 Agreement with IDc will be terminated immediately; IBc's only responsibility to supplier will be for services provided to IDc or its Customers or Ehd Customers for any PO/SOW that have been completed at the time of the Contractor Agreement termination and for which IDC's Customers snd/or End Customers has paid IDC The'abev'e clangse /9 Ia ohly a'ppltcsble fo/r the ser'vices provided under th'ia a'grssmsnt, 10. TERMINATION: (a) IDc may at any time telfninate this Agmement with or without cause upon notice to the supplier. This termination shall be deemed upon termination of client engagement in connection with which services are being performed or at the IDc's Customer's or End Custom'er's'equest to remove Supplier's contractor, In the event either party desires to'erminate this Agreement for any reason other than breach of the above-mentioned clauses (in which case notice of termination shall be effective immediately) such party shall give 14 days'otice Io the other. (b) IDc may at any time ter'minate the supplier'3 employee/contractor wifhout prior notice due to misconduct or negligence, If in the first ten (10) business days after execution of the applicable contract, IDc 's customer t or End customer desires to release the 'supplier's employee/contractor due to nonperformahce of duties or ahy other 'valid reason including .without limitation work aNtude, IDC may do so immediately with no compensation due to the Supplier or Supplier's Cons actor. However, this clause would take effect after providing IDC written evidence, the sufficiency of which Is in the sole discretion of IDC, from the IDC's Customer or End Customer, Upon termination of this Agreelnent for any reason, Supplier and its Contractor will cease all activity on tlie project and shall promptly provide to IDC's Customer pr End customer without cost, all work product and files developed by Supplier's employee/contractor under this Agreement and all materials'rovided to Supplier employee/contractor, including without limitation all cbmputers; tablets, phones, access keys and credentials, In connection vvith this Agreement or received by Supplier or its Contractor or Employee during performance of its services under Ibis Agreement, 11. ATTORNEY FEES: The prevailing party in any action, suit, or arbitration to enforce the terms of this Agreement, will be entitled to reasonable at'tome'y fees and costs,, including attorriey fees and costs incurred in the collection of any judgment or award and the prevailing party will collect the same from the other, 12, PRESUMPTIONS AND INTERPRETATION OF THIS AGREEMENT; For all purposes, Including the interpretation of Section 8 and of th'e other terms of this Agreement, it will be conclusively presumed that this Agreement was drafted by both parties and that both parties were represerited by an attorney in the negotiations for and the drafting of all of the terms of this Agreement. 13, GOVERNING I.AW: The laWs of the State of Califc mla will govern this Agreement The venue for any action, suit, or arbitration arising out of this Agreement will be located in Santa Clara County, 'California, 14. FORCE MAJEURE: Neither party will be liable to the other for failure to perform its obligation hereunder if and to the extent that such failure to perform results, fro'm causes beyond its control, including vrithout limitation,strikes, lockouts, or other industrial disturbances,'ivil disturbance5; fires; acts of Bod; acts of public enemy; immigration Issues; compliance With any regulations, order, or requirement of any gover'nmental body or agency;or inability to obtain transportation or necessary materials in the open market IDC Technologies lhc, 920 Hillview Ct 9250, Milpitas CA 95035 Maircl 408-376-0212 Fax: 408-608-6088 Docosign Envelope |D; 58EF5387-9831-4CFB-95D4-BA23356FF1CE eentnvvnes fee heron 5hnvev 15. ENTIRE AGREEMENTt This Agreement and the assigned Purchase order constitute sole and entire Agraement between IDC and Supplier and supersedes all prior contempol'aneous statements, promises, understandings or agreements, This Agreement c'annot be amended except by written agreement of the parties hereto, 16. MODIFICATIONS, WAIVERS, AND SEVERANCE: No modification of this Agreement will be valid or binding unless in writing and signed by the party to whom such wavier is sought to be enforced, A valid wavier of any term of this Agreement will not be deemed a waiver of any other term. If any term of this Agreement is held illegal or unenforceable by a court of competentjurisdiction, such term will be deemed severable from the remaining terms and will not affect, the validity or enforceability of the remaining terms, 17. IDC'wgl be.'btfargtn'g -'1:.Bo/e'+f, USD fear';all;,yujfure plaCemantsh 18. ATTACHMENTS1'he following documents are attached to this Agreement and are incorporated: As8ignmdnt Purchase Order. ln witness hereof, the parties heretc have'aused this Agreemerit to be executed. SIGNATURE SECTION Innova Consulting Services, LLC 3211, Scott Blvd fr 202, Santa Clara CA 96054 Contact ff 408 529 00(f0: Fax.: 4084I87-4514 Fsd ID'51 814591956 Email Address: raj@inncvasolutfons,corn ahoeinnovasoluiions.corn IDC Technologies Inc. 920 Higview Ct 6250, Suite 250 Milpitas, CA 95035 contact 0 408-3764I21 2 Fax ff 4084I08-6088 Fed ID 9 3751467839 Email Address: meenaoidctschnolooiss.corn (/ho ar V~v5 voevvv« (Signature) Name; Rajkumsr Velsgapudi, Title: President and CEO Pate. 7/5/2018 9:12:29 AM PDT II trtllt 4 (Signature) Name: Meenakstf i Bhakary Title: HR Majtsgg'ate: ~ I ,p IDC Technologies Inc. 920 Hiliview Ct 9250, Milpitas CA 95035 Main: 408-376-0212 Fax: 405-608-6088