Vefxi Complaint

EXHIBIT A
Case 3:l3-cv-02057-BR Document l-l Filed ll/l9/l3 Page l of 38 Page lD#: l0

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IN TIlE CIRCUIT COURT FOR THE s l x n : Or OREGON
FOR THE COUNTY OF WASHINGTON
VEFXI CORPORATION, )
an O,egon corporation, )
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Plaintiff, )
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, )
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J AVED BARKA TULLAII, an individual, )
and BARKATECII CONSULTING LLe. )
an Oregon limited liability corporation, )
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Defendants_ )
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1. BREACH OF CONTRACT
2. VIOLATION OF OREGON
TRADE SECRETS ACT
., . CONVERSION
4. DECLARATORY RELIEF
S. I NJUNC!WE RELI EF
NOT SUJ3Jcr TO MANDATORY
ARBITRATION () M)
0125 ;) [. I "() I LQ
Prayer : Not lC'Ss Ihan S2,120.000. 00
For ils Complaint Defendants. plaint iff alleges as folloWl!:
PARTIES
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Plaintiff VEFXl Corporation ("VEFXi'") is an Oregon Corporat ion located at 13456 NW
Jackson Quarry \3.oad. Hillsboro, Oregon 97124.
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Pago I of 31 ' Compi,ml f<>r Breach ofContracl. Clc_ - (Ff:Xhv, BO".OI.lloh, el ol)
LLP
601 SW So<ond A,'onLIC
Portland, O",gon 97204
Case 3:l3-cv-02057-BR Document l-l Filed ll/l9/l3 Page 2 of 38 Page lD#: ll
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2.
Upon inforll1ation aoo belief. Javro 3a.htulbh is an
residing in Washinglon County. O'(gon. Upon information and belief. Ddctldant
Consulting LLC ("Bmtnlh") is an Oregon li mi ted liabil ity ool'poralion having a
prillCip"1 place of business at Ddendanl Barkatullah's residence. AI all times relevant herein .
Defendant Bmkalullah was I"" Principal and ,;ole member of Barl.atcch Consulting LLC. At ail
limes relevant herei n Defendant Barbtul b h personally directed, aclively p:lrtieip.1Icd in. and
carried Out all aCli\"ilics of Defendant Barkatcch. Upon information :md belief, Defendant
Harbtech took no actiOllS excepl through [ )eren(l:ml Harkatullah.
J URISDICTI ON AND VENUE
3.
Plainliff and Defendants arc I<x:atcd 91Jd/o. reside in Washington Oregon and are
therefore subject to the jurisdiction of this Court. Venue is proper in Washinl:ltl)n County.
AU ,J,:GAl"IONS COMMOi\' TO ALL CLAIMS
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Plainliff VEFXi is a video technology 'start-up company which desisns and
manufacture. hiSh qual ity, high lime 20 to 30 con ... erten. Mod
sol utions for the consumer. business. professional studio. cOOlmen:ial venuc and diGital . ignage
markcts (hereafter "'2D to 3 D convcl"$ion). AS is somet imes common with Icchnolo{:)' start-up
VEI'Xi has no except its fouooer and President. Craig Peterson. All other pcroolls
llSSOCiate<i with VEFXi are independent COtItl"aCIOfS or \'Olunteers woo W(lfk below market rale
for the opportunity to get in on the ground floot of 3 SIan-up COnlp;lny Wilh promising
I'<\:< 1 00 t _ Compbin' r", Bleach o(COlI'QCI. tIC. _ ("UI'i . B",kDl.tlah. .. oJ}
Vil"'"or. l..l .. P
60 t SW A'<nu"
,.00
P,,"i3nd, O"'l;on
Case 3:l3-cv-02057-BR Document l-l Filed ll/l9/l3 Page 3 of 38 Page lD#: l2

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tecJUlology. These independent contractors arC oneil hircJ as officers or employees when the
SlarHlp obtains sufficient funding Or other reve nue [0 pay salaries. and arc often awarded ,lock
opt;r"" as a "convert to employe,," incentive.
s.
On or about February 2011, Defendant Barkale,h was accepted as an unpaid volunteer at
VEFXi and the parties entered inlo a Confidentiality and Non-Oisclosure Agreement
("Inilial NDA ") (Exhibit A) . which provided, imer alia, that a receiving pany must Mfcguard the
Confidential lnfannalion of the disclosing party and not use i1 for the te<:civing parly' s 0"'"
purpose. Defendant 13arkatullah signed the Initial NDA as the "principal" of Defendant
13arkatoxh.
6.
were aware of the economIc model of tcdUlology Slart-ups described in
pamgmph 4 above as evidenced by the voluntary unpaid nature of Defcndaills' initial
relationship with plaintiffVEFXi,
7.
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Upon infonnation and b<:lief, as of February 2011, D<:fendants had no background in 21)
to 3D convcr>ioll ,,,,d did not P'J'i"""" any proprietary regarding 2D to
3D conversion. Defendants did not disclose any 2D 10 3D conversion Confidential Infomlut ion
to VEFXi under the initial NDA.
8.
Beginning in Febnmry 201! . plaintiff VEFXi disclosed proprietary Conlidcntial
26 )nfonnation wnccming 21) to 3D conversion to Defendants.
Pa;;c 3 of)t Compta in t for Broach o(Con". " Ie. _ (VEJ(F; . BarkaIUllah. <lal)
U .. I'
601 SW S<:cor>d Avenue
s";,,,6OO
PMI,nd.OI:O" 97204
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9.
On or about I, 2011. VEFXi and Defendants entered in10 an Independent
Contractor Ag=mcn! ("Contract") wherein VEFXi hired Defendant Bmtatuliah through his
LLC Defendant l3arkatcch to perform opcrntions management and business management
ti'llclions for VEFXi. Defendant Barkatcch was to be paid $2,000.00 per monlh for such
(Exhibit ill. The Contract provided that Defendant Barkatech had the right lD perform
services for olhers during the term of tile Contract. The Contract also provided that: (1) a pany
must safeguard and not usc or disclose lhe Confidential Information of the other party; (2) that
all p"'pridary infonnalion and intellectual property will ",main the property of the respective
owner at Ihe beginning of the Contract; and (3) that all proprietary information and intellectual
propert)' developed under tbe Contract would be owned by VEFXi.
10.
As of the beginning of the Contract, DefendJnts did not possess an)' proprietary
information or intelle<: tual property concerning 20 10 3D conversion, and during the pendency of
the Contract Defendants did not disclose any proprietary Confidential Information to VEFXi.
10.
Subscqucm to Scptember I, 201 1, VEFXi eominucd to disclose Confidcmial [,,(ormation
regarding VEFXi ' s technology to Defendants.
12.
During the pcrioo Fcblllary 2011 through Fchillary 2013, VEFXi disclosed proprietary
Confidential lnfonnation 10 Defcndants, including but not limited to Confidential lnfonnation
relating to the 20 to 3D convcrsion technology relating to VEFXi ' s current products; VEFXi ' s
Page 4 of31 . Comrl. ;nl for Breach ofConlr.a, elC. -(VEXFi >. 01)
Ch<rno!TVi lh"UCf. LLP
601 SW So<ood A,o"u<
s.,,, 1000
Portland, Otegon 97204

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plans fo r product development : Ihe nature of VEFX;'s future products; on-going research and
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development with future products: the 2D 10 3D collversion technoloGY which would
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enable future products: the technology requirements, inhcrem problems, tasks necessary
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to implement VEFXi's products and develop new VEFXi technology ("VEFXi's
T echnolog)'"'), In addition, VErXi disclosed its customers and vendors and Defendants
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obtained access to confidential and proprietary infonnation belonging to VEFXi's vendors and

customers - which information VEFXi is obligated 10 keep confidential. VEFXI Confident ial
In formalion and thm of its custom", s aod vendors is sometimes referred to collectively
"VEFXi Conr,<lcmiallnformation."
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Pursunnt 10 Ihe lerms of the Initial NDA and the Contract, Defendants' obligation 10
protect and nOI use the Coniidelllial Infom1al ion disclosed by plaint iff VEFXi extends for a
period of live year, from thc date of disdosure.
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One of Defendants' duties was 10 snpervlse conlracts belween VEFXi and ilS
19 vendors who were developing 20 (0 3D conversion tcclUlOlogy to sUpJXlrI VEFXi's future
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produc," und develop VEFXi's Technology. As a consequence, Defendants ,,'Cre vcry familiar
with VEFXi's ConfIdential Infomlalion and ongoing development of VEFXi's Tcclmology to
enable future VEFXi products.
IS.
Defendants received VEFXi Confidential Informat ion described above under the
obl igation not to disclose or usc such informalion for Defendants' own purposes. This obligation
Page 5 of 3t - Compt. int for Breach ofConlrncl. elc. -- (I'UFi v, Bar/wlul/ok. Cf al)
CherJ\Q!TVilhau<r. LLP
60t SW S(H,d A."""e
""" ' 000
Portl.nd. Oregon 97204

of non-disclosure and non-lisc are imposcd by the Initial NDA. the Contract, by operation of law,
and by Ille context of the confidential relationship the parties_
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VEFXi Confidential Infom131ion is a "trade secre!(s)" in (he meaning of ORS 646.461 (4)
belonging to VEI'Xi and/or YEFXi's customers and suppliers. At all times. VEFXi has
employed reasonable efforts to maint,,;n the secrecy of its lrade secrets and Confidentiui
8 Information. VEFXi '" a small start-up company with a limi led numocr of
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employees/independenl contractors_ VEr'Xi requires its contraclors, vendors, customers,
potential investors. and anyone else 10 whom VEFXi Confidential Information is disclosed 10
enter into a NDA or some other agrccmcllt lhm rcq!lircs lhm VEFXi Confidential Infonnalion nOI
be lls<:d Or Olher VFFXi efforts 10 mainlain secrecy include key code accc.\ s to the
VEFXi building and disciplined of !o know" passwords 10 lhe VEFXi computer
server.
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In Inte 20 ) 1 Defendants began COll1ributing to VEFXi's Technology to the extent that in
February 2012, Defendant Bnrkatull ah referred 10 himself in a draft business plJn m; the "Virtual
Chief Technolog)' Ofliccr," "contri buting to the future technology, services, and product
planning nnd developmcnt efforts for the compJny." This characterization. written hy
Defendant Barkatul lah. WJS accepted by VEFXi hy including it in Ihe next version of VEI'Xi's
Plan. [Exhibit C]
In August 2012 VEFXi President Craig Peterson asked Defendant Barkatullah to list the
rage 6 on I - Cnmplaint for Brcoch of C""tract. ctc, _ (VE.XFi Y. lIorkmullah. el 01)
Ch,,"off Vil hauer. LLP
601 SW 8ond Av,"".
So;" 1600
POl1I, od. OrO&"" 97204

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intellectual properly ("IP") developed by VEFXi. The purpose orllle request was 10 identify
, VEFXi's IP to a vendor 10 establish an IP ownership baseline with lha1 vendor. On August2
Defendant Barkatullah did as requested and sent an email to Mr. Peterson listing VEFXi's lP.
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Defendant \3arkatullab identified Ihe subjec'" of the email as "List of IP developed locally,"
The text or the cmail ci13raclcrized the contents of the email as "Here is a list of IPs that was
develuped by uS h.crc." In the email Defendant Barkaluilah acknowledged that the lisl was n01
comprehensive. Defendant BarkalUliah did not claim al Ihal lime that any of the VEFXi II' was
owned by him Of Defendant BarbIeI'll .
19.
In September 20] 2 Defendant Elarkalullah infonned VEFXi that he wamed 10 sell 20 10
31) cOllversion technology to VEI'Xi. The technology that he wanted to sell to VEFXi was
directlY related to and an orVEFXi's Technology - including algorithms for obtaining
bener visual effects (pop out and depth) in VEI'Xi's 2D to 3D conversion systems for VEFXi
3D B-x Diamond product which was ittlroduced in July 2012. The technology Defendant
Barkatutl ah offered to sell to VEFXi included VEFXi's OMI Confidential Informati on, pertained
to VEFXi's eurrenl and fUlure products, and was devcloped using VEFXi equipment such as
20 several of VEFX;'s autosterco monilors. The t-xhnology Defendant Barbtullah offered 10 sell
Vt;FXi was also developed with use of highly confidential material belonging to VEFXi
customers, which material VcFXi had received under a NonDisclosure Agreement. Such
VEFXi customer conftdential inFormation included p;"c! map files. DeFendanl Barkutullah
re<:eivcd the customer confidential information under lhe uuspices of developing VEFXi
technology for the cuslomer's bencfit.
l'as. i ofJ I Compbinl for B",a<h o(Cont"'o!,.1<. _ (VXFi. BorkM"lIolr. eI al)
ChernoffVi lh"uor, LLP
601 SlY Seoond lI'cnue
.1. ", l(,(t()
Portland, Oregon 97204
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20.
Bmkalullah assened 'that the technology for which he wanted additional
compensation wns developed on his 0"11 time. VEFXi refused 10 pay Defcndallls, pointing out
thaI under the ContraCI VEFXi al,.,ady owned such improvements 10 VEFXi's Technology.
Defendant 13arkatullah then explained that his savings were depleting and Ihal he needed more
'noney. In view of Defendant Barkatllllah's economic situation, and to resolve the dispute as to
ownership of Defendants' past contribution 10 VEFXi's Technology, VEFXi agreed to increase
compensation (in the form of payments 10 Defendant l3arkatcch) to
$3,OOO.OOlmonlh in October 2012, and then to $5,OOO.OOlmonlh in Dc.:;cmber 2012. Defclldants
agreed 10 continue 10 work for VEFXi for the increased compensation and dropped their claim
that their past work belongcd to thcm than VEFXi. Defendant Barkatullah also requested
that his contributions to VEFXi's Technology be recognized by giving him the title of Chief
Technical Officer and the overall responsibility for developing VEFXi's Technology, VEFXi
agn:cd to promote Defendam DarkatulJah to Chief Technology Offiecr to give him responsibility
of developing VEFXi'" Technology_
21.
Defendam Barkatulbb's promotion to Chief Technical Officer was announced in a
cOl11pany"wide email (October 25, 20 \2) by Mr. Peterson:
"Ill recognition of Ja"cd's tremendous initiative and progress in
dcvclopmetl1 of our own imernal next generation conversion
technology, I have appoi nted him as Chief Technology Officer.
lIe has been operating in this capacity for some time and it is
time his title caught up with him. Please join me in
welcoming Javed as CTO and thanking him for his progress
toward moving us toward technology independent from our
licensed technology suppliers."
Page 8 of 3 I Complaint for Brc3Ch of Coo tract, e,e. - (YXFi v_ Ba"alul/uh CI 01)
Ch."'Q/TVilh.uer. LLP
60t sw Se<ond I"'en"o
S. il< 1600
I'Mtond, Oregon 97204
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22.
DcfcrJdanl Barkatullah thanked his co-workers for their congratulations and embraced his
new ti tle and dmies.
Despite his raise in pay and new responsibilities as Chief Technical Off,cer, in about
February 2013. Ucfcndant Barkawllah once again claimed lhat he owned improvements 10
VEFXi's Technology and demanded additional compensation. VEFXi again refused. On or
about March 4, 20\3, Defendant Barkatullah presented VEFXi with Barkatcch's "3D
Technology Developmell1 Cost Schedule" ("Cost Schedule") purporting to show lhal he had
worked 775 hours at $200.00/hour and wanted 10 be paid $155,000.00 for this work developing
YEFXi's Technology. Defendant Barkatullah staled lhm he did not have unlimited savings and
Ihm despite being CEO of his own company GoI3eNow, he currently had no other business that
WlIS producing income_
24.
The wor\; described on the Cost Schedule pertains directly to VEFX!'s Technolngy
and/or fUlUre products. The work was pcrfonned using VEFXi Confidential Infonnation and
VEFXi equipment. To the such work was p,,,formed prior 10 Scptember 2012
iJefendants had released thci r claim of ownership in relum for increased compensation and
promotion of Defendant BarkalUliah to Chief Technology Officer. In fact, sollie of the items on
the Cost Schedule had been previously ident; fied by Defendant Barkatullah in an August 2, 2013
email to Craig Peterson as II' developed hy VEFXi . Defe ndants' brief description of other items
1'11'1 the Cost Schedule suggest that they build upon and are an extension ofVEFXi's Tednology.
rage 9 00 t Complaint for Oreoch of(,,o""ael, etC_ --(VEXFi v. Barka/"iloh. t'lof)
C",nolT Vilhauer, llP
601 SW Seeo<>d Avenue
,,,,,,1600
Ponl.oo, Otegon 9721).1
Case 3:l3-cv-02057-BR Document l-l Filed ll/l9/l3 Page l0 of 38 Page lD#: l9

Up<JO infonnation and belief, all items on the COS! Schedule are based upon access 10, or are
2 derived from. VEFXi Confidemial infonnation. Several items on the Cost Schedule were
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identified by Defendants as nm for sale.
25.
By belw'een the panics and by universally accepted custom, the job of Chief
Technology Officer is 10 develop technology for the comp-loy. The work described in the Cost
Sched!llc is work that Defendant Barkatullah was supposed to be doing for VEFXi as its Chief
Tcdlllology Officer. The items listed On the Cost Schedule are the w'Ork product of VEFXi's
Chief Technology Omcer ("Chief Technology Officer Work Product") und belongs to VEFXi,
no1 Defendants.
Defendants' asscnion of ownership of the Chief Technology Officer Work Product
constitutes "usc" of VEFXi Confidential Information for Defendants' own purposes in violation
of the Initial NDA, the Contract, breaches Defendants' duty to develop technology for VEFXi,
and is a conversion ofVEFXi's property.
27.
Upon informa1ion and belief, at least some of 1he i1ems on the Cost were
prepmed substantially in advance of January/February 2013. Thus at the lime Defendant
Barkatullah was allegedly this wl)fk On own behalf, he wilhheld his daim
of ownership frum VEFXi. VEFXi had nO opportunity to tell Dcfcndall1s to cease usc ofVEFXi
trade secrets for any cxtra or unumhorizcd work, no opportunity to direct the focus of such exira
work, no opportunity 10 neg01iate price, and no opportunity to limit scope of work or expen:;e.
Page 10 of3t . Comptain, for [)re.eh ofC<Jnl,a<I. <lc. - (VEXFi v. 01)
ChcmoffVithoUOf. LLP
601 S\\I Sccood Avenue
Pont,nd,Orogoo 97204
Case 3:l3-cv-02057-BR Document l-l Filed ll/l9/l3 Page ll of 38 Page lD#: 20

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To the extent that VEFXi was aware that Defendants were doing the work listed on Ihe Cost
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Schcdlllc, it assumed that DcfclJ(:iam [hrkatullah was pcrfomting it for VEFXi in his role as
3 Chief Technology Officer. Under the circumstances VEFXi reasonably believed that
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of VEFXi's Tcchnolc>gy by VEFXi"s ChicfTe.;:hnology Officer (hereinafter "Chief
Tcdmology Work Product") belonged [0 VEFXi.
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On Or about Mnrch 4, 201) when Defendants tried to sell VEFXi its own technology and
was rebuffed, Defcooant Barkalullah rcfus(!{! to relurn: (I) equi pment belonging to VEFXi; (2)
the 21) (0 3D conversion work and associated algorithms (Chief Technology Officer Work
Product); and (3) VEFXi's Confident ial Information (and that of ils customers) provided by
VEFXi to Defendants in Ihe eourse ofDcfcndanis' employment by VEFXi.
29.
Wilh r""peel 10 VEFXi's equipment, Defendanl Barkatul lah claimed Ihal although he was
reimbursed by VEFXi for a monilor power supply, he had the VEFXi equipmenl
while il was in his possession and wanled 10 be paid eXira for the modifications 10 Ihe equipmenl
- even Ihough Ihe work was done by him as VEFXi's Chief Technology artiecr for VEFXi on
VEfXi', ",!uipmcm. such modification was unpacking equipmenl from its shipping box.)
On or about March 19. 2013. Oefendant l3arkatullah VEFXi with IWO schedules bolh
entitled "Loaned Equipment Return Lisl," One showing all the VEFXi equipment in his
pc>sscssion. and the other showing the equipment he had "modified'" and for which he soughl
extra compensation.
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P.ge II ufJI Compl,inl for lJ'e<l<h ofCootracl. t. - (1')Wi Y. olj
CtlO,ooff Vilh,"or. LLP
601 SW Second A n"<
, ,",,1;0(1
Ponl,rId.Or<gon 9721)4
Case 3:l3-cv-02057-BR Document l-l Filed ll/l9/l3 Page l2 of 38 Page lD#: 2l
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30.
Defendant Barkatullah subsequentl y returned some of the equipment O\\Tloo by VEFXi
and refused to rClUm other eqllipmem. TIle withheld equipment is eXf"'nsive and vcry important
to the continued development of VEFXi ' s Technology and production of VEFXi's products on
schedule.
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VEFXi was forced to purchase "'placement equipment ($17,980.(0), and hire a
contractor to recreate the Chief Tcdmology Omce, Worl; Product (S)O,OOO.OO) . VEFXi has
been damaged in the amount of $47,980.00 by such unnecessary expenditures. VEFXi has also
been damaged by the dclay causW by Darkmull ah's withholding VEfXi's equipment
and Ihe Chief TCl:hnology Officer Work Product thereby preventing VEFXi from maintaining
schedules for technology development. product product ion, and product sales. VEFXi estimates
this damage to be in the range of $!,830,000.00. VEFXi has also had to bear the cost of three
additional months of funding (to avoid shutting do\\n) in the approximate amount of
$240,000.00.
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Defendants have refused to return to VEFXi and delete from Defendant BurkuIullah's
persOltal computer(s). Ihe Chief Tedmology Officer Work Producl and VEFXi Confident ial
infommion.
33.
Oefendants asserted oWTlership of the Chief TcclU10logy Officer Work Product
described in the Cost Schedule.
Page 12 of3 I Complaint fo, Breaeh of Contract, elo, - {VEXFi v, Bo,Aalul/ah. elol)
Chernoff Vilh."",. LLP
601 SW S<cond i\,-.:nuc
, .. ,1000
Portl,nd. Oregon
Case 3:l3-cv-02057-BR Document l-l Filed ll/l9/l3 Page l3 of 38 Page lD#: 22

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2 Upon information and belief, in Apri l or May, 2013. Defendant was offering 10
J VEI'Xi's Technology, or 20 to 3D conversion technology based upon access 10 or derived from
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VEFXi Conlidcntial In response to a request from a third JXlrly for
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player" on a Linked ln forum, Defendant Barkatullah rcspollded "Send me a

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illIte if yuu arc inlere.loo. I have a bela vcrsicm of a 2D 10 3D video conversiun soAwan: Iha! !

am currcmly developi ng."

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AS Chief Technology Offi cer of VEFXi, ;1 was Defelldant llarkatullah'$ job \0 dc>'clop
20 to 3D video conversion tcchnology for VEFXi, and Defendant Burkalullah's offer 10 scll
such technology (a mere ""veral mnlllhs oner leaving VEFXi in February 2013) privately
rni supproprialcs VEFXi's Trade Secrels, i i a breao;h of the Initial NDA, the Contrnet, breaches
hii to develop tochnology for VEFXi and is of VEFXi's proJlCrly.
36.
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In the eourse of this dispute Defendants have claimed that thei r duties under the Contract
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merely management and logistiC$, and therefore tcclulieal wOfk by Defendants does 1101
20 "belong to VEFXi." VEFXi <.Ii sagrcC$ wid, Defendanu' interpretation of the Contract in tbi.
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respect. Hpwcver. Dcfen<.lants gave up their claim of ownership tu work perfOml(d b<:fore
Scplcmtx:r 2012 by accepting increased compcnsmion and a promotion. The aGrtcmenl reached
by the parties in SCplember 2012 scl1h:d the owr.crship of pre-September 2012 worlc
Subsequent work was perfonned by Ocfendants as VEFXi's ChicfTechnolog)' Officer is clearlr
26 undcr the Conlnlct and owned by VEFXi. In Mardi 20B Defendant Barkalullah again
Page 1J oD I C"",pl.;m r"" Bruch or CooIt""1. ttc. _ ( PUri . BaTJDI.IIDh. '" 01)
(;I><'lIOff vi1"'I\"". UP
601 SW Sond A<n ....
$0,. 1600
P""I>nd. 97204

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spccitically ackJlOwlcdgc<l thaI his job as Chief Technology Officer at VEl-Xi was the
of 20 to 3D conversion tcclmology. His March 2013 update on Linkedl" stales
"He hJS most recently worked to design and develop real -lime 20 to 3D conversion
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technologics as eTa at VEFXi Corporation." He also acknowledged in this Linkedln update
that his duties at VEFXi had changed during his time there. "Previously he (Ucfendant
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\3mkalullah) was the VP of Operation at VEFXi managing the manufacturer:; and logistics
operation of the company."
37.
Dt:rcndant Barkatullah has. through his anomey, indicated his intent \0 work in the field
of 3D and 20 to 3D stereoscopic conversion.
Upon information and belief. Defendant lIarkatuliah is developing his own 3D stereo
conversion producl.
39.
As dcscrit>cd above in paragraph 34. Defendant Barkatullah has already taken steps 10
offer a 2D 10 3D video conversion software.
Defendant's work for VEFXi during the period Fcbmary 2011 through February 2013.
and VEFXi's disclosure of Confidential Information to Defendants during Ihis period aCforded
Defendants n body of knowledge regarding 2D to 3D conversion Ihal Ihcy would no\ hlve been
25 able to compile indepeodently. As of February 2011, Defendants had no Confidential
26 Informalion 2D to 3D conversion. As of Ihe bcgi!Uling of Contract in Septemhcr
Pase 14 of) I . Complaint for Breach of ConI roc I, ole. _ (YXFi v. Ba,kElUllah. ,II 0/)
Cl>crnorrVi lhauor.lLP
601 SW So<ond ""nuo
Soil< 1600
PMI.nd. Oregon 972()4

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201 L I)efcndams had no propsielary informa. ion or irndlecHial properly .claling 10 21) 10 3D
2 conversion. Defclldanu" curren! kroow1edsc of 20 10 3D conversion consists p'imarily of
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Vl!l'Xi Confidential Information. or is OOSl:d upon acceS:;lo or derived from VEFXi Confidenlial
Illformation and usc of VEI'Xi equipment.
41.
Upon infomml;on and bt:lief, the w2D 10 3D video conversion softwan.:' oITcll'd by
IXfcrJdanl IJarkaluliah on lhe Linkedln forum includes Or is derived from VcFXi Confidential
Informal ion andlor was developed using VEFXi equipment
DefendanlS have that some of the tcdnology dcscribro in .he COSI
docs not belong 10 VEFXi bc\:ausc it was independently developed by Defendants IxIscd upon
Olllside sources. The Contract provides thaI independent development requires no "access to or
of part ies' infDrnlat,on as demonstrated by wrillen record", As VEFXi'$ Chief
Te<:hnical Officer, Defendant B.,rkatullah at all limes had oompJe1e access 10 VEFXi
Confidcnlial Jnfommtion, Upon information :II'H.I belier. all items listed on the Cost
were at leasl in part by usc of VEFXi's Confidenlial Informal ion, Upon information
and \>elief, Ihe 20 10 3D video eonvers;on sofiwarc Or system Dcfendam lJa,hluliah is
allcmpting 10 sell was developed al kasl in pari by use of VEFXi Confidential Infonnalion
and/or use ofVEFXi's equi pment.
4l.
As VEFXi's Chief Technology Officer, Defendant Barkal ull3h's developmenl of 20 10
31) eon version lecimology to VEFXi.
15 00 I . Complaint for of t1C, _ (I'lXF; v_ BarA,,"JlaII. t/ uJ)
LL?
601 SW Socond lI""m,.
lou ,000
Ponl.rod,O"'goo 9120-1
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CLAIMS FOR RELIEF
FIRST CLAIl\! FOR nELl F
(J3rc.1ch of Contract)
VEfX i incorporales the allegations of paragraphs 1-43.
45.
130lh the Initial NDA and Ihe Contract entered into by Defendant Barkatcch prohibit
ocrcncianl Barkatcch (and Defcndanl !3arkalullah. its principal and sole member) from using
VEFXi Confident ial [,, [onnalion for its own purpose,
46.
Defendants used VEFXi's Confidential Infonnation to develop improvements to and
extensions of VEFXi's Technology, including but nOI limiK..J 10 the items listed on Cost
Schedule.
".
Defendants used VEfXi's Confidential lnfonnation for their own purposes by asscning
ownership over VEFXi's Teclmology, demanding additional compensation for development of
VEFXi's Teclmology, refusing 10 tunl ovcr improvements to, and/or development of,
VEFXi's Tcclmology created by Dcrcndnnl Barkatullah as VEFXi's Chicf Technology Officer.
The usc of YEFXi Confidential Infonnalion and YEFXi's Tedmology for Defendants'
own pUrpoSC5 an<.i private gain is a material breach of lhe Contract
III
P.g. 16 of31 . Complaint Bruch ufC"" I"'c<, cle o -(VF.xFi Y. Barltllulloh. elol)
Chernoff LLP
601 SW S""",,<I A,'enue
Soil< 1;00
Portland, Orell."n 97204
"

49.
Paragrnph 5.2 of the Contract provides thaI all proprietary infomlalion and intellectual
propt'rty d<:velopcd under the Conlmct will be owned by VEFXi.
so.
The Chief Tcchllology Officer Work Product listed on the Cost Schedule was perfonned
under the Contract and is owned by VEFXi.
Defendants have been asked 10 assign all intdleClual property ",Ial;ng 10 the Chi ef
Technology Officer Work Product to VEFXi and have refused to do so thereby materially
breaching Ihc Contrac\.
52.
Defendants have been asked 10 return proprietary Confidential Information and
intellectual propcrty in their possession and delele Or destroy such informat ion from thcir
cle<:lronic devices, and have refused to do SO mawrially breachi ng paragraph 5.2 of the
Contract and paragraph 7 oflhc Initial NDA.
53.
/ " allemaf i w: , on or about September 2012 the parties agreed upon modif,cationsto
thc COntract.
The modification, to the Contract negotiated by the parties on September 2012 relate to
ownership of Defendants' prior work, Defendant Barkatul lah' s title and responsibi lities, the
services perfonncd by Defendants, and additional payment for such services. Specifically, the
PdgC t 7 of 3 t Comptain' for Ilr=h ofContrac,. 01<. _ (VEXFi I'. 8ar/;alUllah. N al)
Ch<mo(fVilh,uor. I.-LP
60 I SW S.""nd A,."ue
,....,""'"
Portt.nd. Oregon 97104
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parties agreed that to resolve Defendants' clain) of ownership for past work Defendants would
receive increased comJX"nsalion in the fmure and Ihat Defendant Barkamllah would act as Chi ef
Tcdnicnl Officer of VEFXi and be responsible for development ofVEFXi's Technology.
55.
The parties' agl\.'<:nlcnl to these modifications were affirmed by their subsequent act ions
and by written statements orlhe parties.
56.
Defendants' actions as described herein mate rially breach the modified Contract.
57.
III l ite on Of abolll September 2012, the partics entered into an oral contract.
n'e temls were Ihal the parties would resolve Defendants' claim of ownership of past work for
increased compenS<!tion in the [lilure and that Defendant l3arl;atuUah would act as Chief
Technical Offieer with responsibility for development of VFXi's Technology. All other terms
were incorporated from the Contract.
58.
These terms were aflimtcd by the subsequent actions of the parties, and by their written
and oml "i"tenlent,.
59.
The actions of Defendants as described herein arc a material breach oral/implied
contract
60.
I II lire allema/i.e, the work perfonned by Defendant Barkatullah andlor by Defendants
Page t8 of.; t Compt.int for B",.ch ofC<ln,,,,ci. olc. -(VEXI'; Y. Barka/lillcit <I 0/)
ChcrnoffVi lhaucr. LLP
W t SW Second Avcnuo
' (,OQ
PMI.nd. Or<gon 97204
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as VEI' Xi"s Chief Technology Officer " ':1$ pcrfonned pursuant 10 a cOIltr.llclual relationship
paui.:s.
60.
Defendant Barkatullah (100 accepted the job of Chief Teehnology Offi cer.
62.
The duties of the VEFXi Chid Teehnology Offi cer i. 10 develop tcdmology for VEFXi.
omd the rcsulling technology (tile Chief Technology Officer Work Product) is the property of
VI!FXi.
OcfcooanlS' aClions as described herei n malerially breach the contractual relati onship
bel\\'et: n VEFXi and Defendant and/or DeFendants.
64.
As described in paragraph J], (IS a resuh of Defendants' refusal to tum over or di sclose
the Chief Tcchnology Officer Worl:: Prodo.:l, VEFXi had \0 hire a oomraclor \0 re-create the
Work Produt\ and has been d=agro in the amount ofS30,OOO.OO or such sumS as are proved al
Ifial.
VEFXi has been and will continue 10 be damaged by Defendants' conduct unless
:lre enjoined by thi s Court. Defcndants' continued usc o f V!3FXi Cunfidcn1ial
lnfonnat iOll and Technology a,ld continllCd assert ion of owncN;hip o\'er VEFXi Confidential
Infonllation and Technology will irrepambly hann VEFXi. and VEFXi ha$ no adequatc remedy
I Ilal law. Defendants should prdiminarily and penna""ntly enjoined from funher use of
of 31 Compb inl ,.." Breach or Contract. tIC. _ (VF.xFj v. .. "')
Cbc,noff Vin, .... ,. LLP
601
SoO, 'w<
l'onllnd.O,.,on 97204
Case 3:l3-cv-02057-BR Document l-l Filed ll/l9/l3 Page 20 of 38 Page lD#: 29
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VEFXi Confidential Informalion, ordered (0 assign all righls in ChicfTcchnology Work
Product to VEFXi, ordered to disclose and \Urn over all ChidTcchnology Officer Work. Product ,
ordered to (urn over all VEFXi equipment and pro(Xrty 10 VEFXi, and ordered [0 delete andlor
destroy all Confidentiallnfonnalion and ChicfTcchnology Officer Work Product in Defendants'
pcssesston.
6G.
Pursuant to the provisions of pam graph 9 of lhe Contract, Plaintiff is entitled [0 an award
ofaUomcys' fees_
Plainlilfhas incurred attorneys' in an amount 10 be proven al lri al.
SECOND CLAIM FOR RELIEF
(Violation of Oregon T rarle Secrets Act)
(DRS 64(;.46 1 - 646,475)
68.
VEFXi realleges as if set forth herein, the allegations of paragraphs 1 through 65 and 67,
above.
69.
During the course of the partics' relationshi p under the Initial NDA and tile Contract,
VEFXi granted Defendants access to VEFXi Confidcn ti all nfommtion for the limited purpose of
furthering VEFXi's business and tec hnology.
70.
Irrespecti ve of the Init ial NDA or Contract, during the period February 2011 Ihrl>ugh
Ch.,noITVilhall<r, LLI'
60 I SW St< .... -.l Ave"""
Su .. I600
POMland. Oregon 97204
Case 3:l3-cv-02057-BR Document l-l Filed ll/l9/l3 Page 2l of 38 Page lD#: 30
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I'cbruary 2013. lJefendants and VEFXi were in a confidential relationship in which VEFXi
Conftdential Infonnation WJJ; disclosed 10 Defendants in confidence for the limited of
furlhering VEFXi and technology.
".
n'e V EFXi Confidential Infonnmioll referred (0 above, described in paragraph 13
ami referred to elsewhere in lh" Complain!, qualify as trade secrets because Ihe)' derive
independent economic value, actual or potentia!. from n<;Il generally known to the public or
10 other per:;ons who can obtain economic value from their disclosure or usc. The VEFXi
Confidential Informat ion was Ihe subject of effons thaI arc reasonable under Ihe circumstances
\0 maintain their secrecy.
n.
Defendants used VEFXi Confidential Information to new 2D to 3D conversion
technology specific to VEFXi products and VEFXi teclUlology without VEFXi's knowledge or
consent and thereafter asserted ownership of such new technology by attempting to sell it to
VEFXi.
73.
Dcfcndanto used VEFXi Confidentiallnfonnation 10 devdop new 20 10 3D conversion
technology and asserted ownership of sueh new technology by informin); VEFXi that it was not
for sale_
74.
Defendanls used VEFXi Confi<.lential Infonnation to develop new 2D to 3D technology
and is in the process of selling or a!1empling to sell products or services resulting from such new
roge 21 of 3 t Compt.io, f.,.. flr ch of Con".", <IC. _ (VEXF; v. el ,,/)
ChemoffVitt.olltr, LLP
601 SW Sot>d A,,"ue
5'"" '600
rott land,Or<go" 9720-1
Case 3:l3-cv-02057-BR Document l-l Filed ll/l9/l3 Page 22 of 38 Page lD#: 3l
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technology.
75.
Defendants" acts constitute misappropriation of VEFXi because Defendants
knowingly used VEFXi's tra<Jc secrets without VEFXi's express or implied conSClll in a manner
not alilhorizcd by VEFXi. Defendants knew that the trade secrets were acquired by Defendants
under circumstances giving rise 10 a duty to limit the uSC orlhe trade for VEFXi's benefl('
Defendant' have wrongfully refused to turn over VEFXi Confidential Information and delete
such information from Defendants' ciectronic deviccs_ Defendants have asscncd ownership of
VEFXi's trade secrets, and upon information and belief, have offered to disclose Or sell a product
or services which include VEFXi's trade secrets or which are based upon access \0 or arc derived
from VEFXi ' s tmde secrets,
76.
Defendants misappropriated VEFXi's secrets In that Defendants knew or had
rcason to know that its knowledge of the trade secrets was acquired by improper means of
deception by fail ing to infonn VEFXi of Defendants' intended usc of the trade secrets for their
0"1'11 purposes. Defendants' Cost Schedule, disclosed to VEfXi in March 2013, establishes that
for some (illle prior 10 March 2013, Defendants were secretly using VEFXi trade secrets to create
competing prooucts, or create technology or products for Defendants' usc, which technology or
products are derived from VEFXi ' s trade secrets.
77.
VEfXi has been damaged by this misappropriation ofVEFXi trade secrets in the foml of
creation of compeling products and technology. Or products and technology that include or was
Pogc 22 001 Compl,inl r", Breach of Contrl>CI, 01< , _ (VEXFi Y. BO' /wlul/ah, <I 01)
C",noffVilh,uer, LLP
601 SW S.,ond A,.nu.
S. ,1C 1600
Portland, O,.gon 97204

derived from VEFXi 's trade secrets. Pursuant (0 DRS 646.465, VEFXi is entilled to damages for
2 any cnriduncn! Ddcndams have realized by reason of such misappropriation. The actual
amount o[VEFXi ' s damages and Defendants' enr ichment arc unknown at this lime. The actual
<
amount of will he proved at trial.
VEFXi has been and wi ll continue to be damaged by DefendanfS' use ofVEFXi's trade
8 secrets enjoined by this Court. Pursuant to DRS 646.463, Defendants should be
perlll"nentiy enjoined fmlll further use or disclosure of VEFXi Confidential Information and all
information lxlsed upon, developed with access to, or derived from VEFXi Confidential
u
Information (collectively "Derivative Information") and required \0 collect and return all VEFXi
Confidential infommlion and Derivative Information 10 VEFXi and destroy or pennanentl y
delete all VEFXi Confidential Ihfomlation and Derivativc Infonnat ion thcrefrom electronic
dcvices in Defendants' custody or control. Unless Defcndants are illunedialciy and pennanenlly
enjoined mId required to return and/or deo;troy all VEFXi Confidential Infonnation and
"
Derivative Infomla(ion, VEFXi will be irrcJXlrably hanncd. Further, Defendants be
19 required to disclose all those to whom VEFXi Confidcnt ial lnfomluti on and Derivalive
2Q Infonuation have !>ecn <:<.>mmunicalC<i. and disclose all media containing Confidential
Infonnation Or Derivati,'c I"fonnalion. VEFXi has no plain. speedy or adequate rcmedy at law.
Dcfendants' misappropriation has been willful or malicious and VEFXi is cntitlcd to
recover actual damages, unjust enrichment eaused by the misappropri ation, and punit ive
damages pursuant to ORS 646.465, and reasonable attorney fees pursuanl to ORS 646.467.
2J of J I Compl,;", fnr of Conlract . , . - (VUF, v. el 01)
COcmotrV;lh.u<r, LLP
60 I SW Second A"""u<
Ponland. artson 97204
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so.
l'ursuant to Oregon Revised Statute 646.467, PlaintilT isentitled to an award ofauomcys'
fees.
THIRD CLAIM FOR RELIEF
(Conversion ofVFXi Equipment and ChicfTcchnology Officer Work Product)
".
VEFXi reallege> as if sel forth herein. the allegations of paragraphs 1 through 65 and 69
through 19, above.
VEFXi owns and has the exclusive right 10 certain in Dcfcndaills'
JXlSSI'ssion including but not limited to all items listed on Defendants' "Loaned Equipment
Return List."
83.
I n his role as Chief Technology Officer, Defendant Sarkatullah selected and purchased
some equipment on behalf of VEFXi. Barkatullah has ocen reimbursed fo r his
expenditures.
M.
In his role as Chief Technology Officer, Defcndantllarkatullah hIlS been compensated for
any modification or improvements to VEfXi's equipment.
85.
VEFXi has demanc.led thaI Dcfcndanls rClum VEFXi properly. but Dcfendanls have
rcfusc<l.
Page of 3 I . Complaint for llrcach of Contraot. etc. - (VEXFi >. BarlwlUllah, al)
Chernoff Vilhauer. LLP
601 SW Second Avenue
S,iI< t600
Ponland. Oregon 97204
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BG.
DefcndalllS' refusal to return VEFXi's property has deprived VEFXi of the exclusive
possession and usc of VEFXi's property.
VEFXi was forced 10 mitigate its damages by purchasing replacement equipment and has
been damaged in the amount of S 17,980.00 by such unnecessary expenditures.
88.
VEFXi has been damaged by the delay caused by Defendants withholding such
equipment, by the expense of rc -creating the Chief Technology Officer Work Product in the
amount of $30.000.00, or such other amount as will be proved at aia\. In addi tion, VEr'Xi has
been damaged as a result of its inability to maintain technology development and production
schedules in the amount of approximately $1 ,830,000.00 or such other amount as will be pmvcd
at lrial. Finally VEFXi has been damaged in the amount of $240,000.00 or such other sums as
will be proved at trial , by the necessity of securing additional funding during the delay period
caused by the Defe ndants,
VEFXi owns and has the exclu<ivc right to poSl'cssion of the developments to VEf'Xi's
Technology by its Chief TcdmoJogy Officer prior to March 2013.
9Q.
VEFXi hOI'; demanded Defendant> to di"cI(c and tum over thc ChicfTcchnology Officer
Work Product . but Defendants have refused.
1'1
I','ge of 31 . Compl.int for LJre"o QfContracl. ele, _ (VE..Xf' v, BC,!:(Jtu/lai; <t al)
C"he,,,,,ff Vith't1t'. LLP
6(}1 5W 5ood Avenue
5_'6<)1
P<>Tti,nd. Oregon 97204
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Defendants' refusal to disclose and tum o\"er the l.'hicfTccnlXlrogy Officer Wod; Prod tIC!
has deprived V EfXi of cxdusivc use and possess;,,m of its P"'p"rty.
92.
VEFX; has been b)' the need 10 reproduce the Chief Technology Orrlctr Work
Product and by the deJay caused by Defendants' refusal.
has b<:en and rorll inl!e$1O be dama),..m by Defendants' refusal 10 return VEFXi's
e<tuipom:nt ami disclose alld tum over the Chi<:f T ""lIlIOlogy Offocer Work Proc\uel, BOO has no
adcqU1UC or timely remedy 31 law. Defendants should be required to immediately rewm
VEFXi's equipment and disclose and lum OYer the Chief Technology Officer Work Product.
VErXi has 0<,) adequate remedy at law.
FOURTII CLAIM FOR RELIEF
(Declaration ofOwnef$hip anD 10 3D Conversion Tcchnology)
94.
VEfXi n:allcges as if sct fonh herein, tile alleg:ltions of paragraphs I through 67; 69
through 79 SO through 93_
9S.
As oflhe Initial NDA (Exhibil A), did nOl own allY loxhnolo&), relal ing 10 2D
\0 3D .::onvcrsion technology_
".
As of the Contract (Exhibit B). Defendants did not 0\\11 any tttirnology relating 10 20 to
Clw:moffV,lh ....... llP
60\ SW Second ""onto<
s.".1000
P.,.,I,r\<J. 9i2()4
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3D technology
All inventions, improvements, and technology created by Defendants during Ihe period
February 2011 through February 2013 relating to 2D to 3D conversion technology arc the
properly ofVEFXi.
All illvcnlions. improvements. and technology created by Defendams ,ubsequent 10
February 2013 relating 10 20 10 3D conversion ledmology which is based in whole or in part on
VEFXi 's confidential or proprietary information are the property of YEFXi.
99.
VEFXi is entitled to a declaration by the Court that all inventions, improvements, and
IcchnolOI;)' relating 10 20 to 3D wnversion technology created by Defendants between February
2011 and February 2013. or which is based upon VEFXi confidential or proprietary information,
is the property of VEfXi and Defendants should be ordered to assign all such inventions,
improvements, ;md technology to VEI,Xi. Failure to establish ownership of the intellectual
property rights in the 2D to 3D conversion tcclmology would cause irreparable harm to VEFXi.
VEFXi h;'5 no adequate "'mcdy al law.
FI FTH CLAIM FOR RELl H-
(Injunctive Relid)
100.
VEFXi reallegcs as if forth allegations of paragraphs 1 through 67; 69
through 79 "nd 80 through 99.
rage 27 of J 1 Complaint rc>< Broad Qf Conlr,.,t. 010, - (VEXFi Yo Ba,."afullah, ef al)
Ch<rnoffVi lh""cr.I.I.P
601 SIV S"",nd 'w. "u.
5. ,,< 10)
Ponl.:md.Orego" 97204

JOI.
VEfXi is emilled \0 an injunction enjoining Dcfendanll; from further usc or disclosufC of
VEFXi confidential and propriclary information, an order requiring Defendants to tum over and
disclose all Chief Technology Omcer Work Product and VEFXi property to VEFXi, an order
requiring Ddcndanls to delete and/or destroy all VEfXi confidential aod proprietary information
,
and Chief Technology Officer Work Product: and an order to assign all 2D to 3D conversion
o inventions, improvements and technology to VEFXi. fJ ilure to return of VEIXi
,
confidential and proprietary information, and failure to obtain destruction of such information
could cause VEFXi irreparable VEFXi has no adequate remedy at law,
WHEREFORE, PlaintifT prays for a Gcncml Judgment as follows:
On its FIRST CLAIM FOR RELI EF (Breach of Contract):
L Requi ring Defendants to disclose and tum over VEFXi's tangihle and intangible
property illeluding:
A. Physical property described in "Loaned Equipment Return LisC;
B. Items listed on Defendants' Schedule";
c.
All algorithms and computer code relating to 20 to 3D cooversion;
n. Any and al t Confiden!i"t Informa!ion, lrade sccrct.<. or inleUeeHml
property obtained from VEFXi. from VEFXi's customers or vcndors, or which
relates to VEFXi' s Teeltnology or materials, langible or inlangible, Ihe
devdopmenl of which was made IX'ssible by VEFXI Confident ial Information
regarding 2D to 3D tccJmology acquired or developed by Defendants dur ing the
period February 2011lhrough March 20lJ;
Poge 28 of3 t Camp',i n! for Broach of Conlra<!, e1<. _ (Vf.xFi Y. Oo' ko,"lIoh. ,,,,!)
ChornoITVith,"er. LlY
GOt SW Sc<Md Ave""e
S", 16OO
Ponbtld. o..g"" 97204

K AU 20 10 3D convcrsioo sollwarc referred to by Defendant Barkatull :lh in
,
Unkedln; and
,
F. Any and all 20 (o)D Slcrco COflversion product that does nOI belong (0 11
,
lhird p.lrty.
,
2. in the amount of S30,OOO.00 or such OIher SUmS as m:ay be

,
proved al trial : and

J . Awarding I' laintifr , anomc:ys' fees aoo coslS incurred herein.
,
On its I) CLAIM REL. I f:F (Violaliun of Ol'<'goll T r:lde St:crels Acl):
"
L Awarding Plainti ff damages ;n an amount to proven at trial;
2. 1\ wartlin!: punit; vc damages: and
J. Awarding Pl nimiffits reasonable attorney fees.
On its '1' 111111) CLA 1M 1I0lt lU': L1 EF (Conven;;on):
"
L I\w;:m.ling Pl aintiff S2.111,980.00 in damages, or such amount as may be proven
11 at lrial; and
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2. Awarding r CQ and eUS1S.
On ;IS FOURTII CLAIM RU .. I U ",
L lXekuing IMI all 20 10 3D w nversion technology developed by DcfendanlS
during the period February 2011 to March 201l belongs 10 VEFXi, and that all 2D 10 3D
c()[wcrsion tecilroology devdoped $IIb$c<juent 10 March 2013 based in whole or in p;lrt upon
VEFXi's belongs \0 VEFXi :
III
.. r, LLP
60t SW S<cond Ave"""
50. 11000
Oregon 972()4

2. Requiring Defendants 10 assign all rights in inventions, improvements and
,
technology development during this Il"riod Februmy 2011 through February 2013, and 10 sign
,
such docl,ments arc necessary Or useful for VEFXi 10 use and protect jls 20 to 3D conversion
technology, including but notlimilcd In patent copyright documents.
On its FrFTU CLAIM FOR RELIEF:
,
L Defendants for live yearn from further usc or di.'<CI[)surc of VEFXi
9 Confidential Information;
,
2. Enjoining Defendant for a period of five years fmm future uSe or disclosure of
an)' 20 to 3D conversion tech,Hology that includes VEFXi Confidential Information or VEFXi's
Technology, or that is derived in whole or in part from VEFXi's Technology, or the development
of which was enabled by VEFXi's Technology;
3. Requiring DefendanL. to permanently erase and delete frOIll all electronic devices
in their custody or control, the Chief Technology Omeer Work Product, all VEFXi Technology,
and all Confidential Information bdonging to VEFXi or its customers Or vendors, including
infom13tion derived from such information, and destroy all papl:r rc<:ords of such information;
4. Requiring Defendants to disclose whether they have disclosed VEFXi's
COllfi<l""lial Information or informmion <Ieriv.d therefrom to any third parties, or transferred it
to other electronic devices not eliITently in Defendants' custody or control, and if so, to identify
such third parties and retrieve and turn ",'er such electronic devices;
5. The Defendants to provide written assur:lncCs that they have destroyed, erased or
25 permanently deleted such information:
26 III
I'.g. 30 oflt - Complaint for Ilr.ach of Coon"' t, etc. - (VXFi >. Bur'wul/ah, . 1 ul)
Ch<rnoITVith3uc,. LLP
601 S\\' Second A"nu<
1600
P0I11and.Ortgon 9121)4
Case 3:l3-cv-02057-BR Document l-l Filed ll/l9/l3 Page 3l of 38 Page lD#: 40

6. Enjoining Defendants from competing with VEFXi in the field of 20 10 3D
2 conversion for a period of rive years .

,
DATED this atf.eIL .2013.
7 V1LHAUE1{ LLP

,
S. I'elcr Staples, OSB No. 794042
of AHorne},s for Plaintiff
VEFXi Corporation
PCtc@chcmoffiaw.com
601 S\V Second Avenue, Suite 1600
PortllOnd, Oregon 97204
Telephone: 503-227-563 1
NACUTIGAL, 11SENST EIN & ASSOCIATES
of Attorneys for PI i ti
VEFXi Corporat ion
FCN@ncacsq.com
101 SW Washington Str<;Cl
Hillsboro, Oregon 97123
Tdephone: 503-6406612
Page 31 of] I - Complainl for Breach OfCOnlt3tl. etc. - (YEXFi Y. 80rk6,"1/01< <I al)
OerooffVilh,uor, LLP
601 SW Second A,"nuo
Ponland, OrcgO" 91204
Case 3:l3-cv-02057-BR Document l-l Filed ll/l9/l3 Page 32 of 38 Page lD#: 4l

VidcoEFX Corporation
CONFIDENTIALITY AND MUTUA!. NQIH!lSCLOSURg AGREEMENT
.... _ .. _ ... __ ._ ... __ ....
_"_" ___ C ' _ .. _
_ .... __ ...... """'-,,-_ ........
.. , "--
: . __ .. -
.. _ .. _, .. _--_ .... _-. ....
_ ....... _--
----
----
EXHIBIT A
Page 1 011
-
,-
-Q-.... 4,.-J:;,JJ.,.J...
,.. &ED
- Rh,,'. f.ot::L-
_ k...l' , PI1

VideoEFX Corporation
Independent Contractor Agreement
Thisl\grcemcnt is made bctwc<:n VidcoEFX Corporotion with dba: VEFXi (VideoEFX) with n principal place
cfbUlli!lC33 III 13456 NW Jackson Quarry Rd, OR 91124 and
Address: 14197 NW Stoaebl'idge Dr
Portland. QR
lltuaf' .... kl1olrn " Conttrutor. Contr&<;(or agre<$ to:
Porft>m> optntions IlJM..Igem."t."d """;01lS bmin= """"'!:to"',1 functi"", for Video,WX !liming Sep!<mb<t I, 21)1\,
Co_od"" "';111:>0 $2000 per moolh paid ot III. end oC!be month. .
ConlBclor win.upply Vld<olll'X willi . filled out Corm, """ dlr<ct d.op""11 IICoouot routiIlg & aOCQU[li =btt fOf
ox:rn1'<'flS'll"" poymenls.
1.. TRRM &P;;RMI N,\,TIQN
l.l [10:\)' "'O:Y mminote !his Aycement at illY time with 30 day n<&e by written ""lice oftermlnotlon.
1., rrmRI'F.NDy.NTCOtmIACmB
2.1 C<>cuiO!or Is an \adep<II<l'nI OOIII"":(or, not on of VideoIDX. Ally ""'p10yec0 or of VidooEFX
ore nol /Uld eontnloto, to Ill. foUowmg righl.!l """"Went \o'iIh IlIlndopendcnl OOIlIlaClOr
n:lationship:
ConlrtClor bas !he rights to perform $!tVkes /be" 0Ih<:rs dorlog!he IU1d oflhis AgreemOll t
CoDtnlct,.. "'" the solo rlgbl to 0(II11ro1 ftnd d/m::t the Tll<mll. n=" md moth! by ;';ch !h. services reqoirnl by lhis
':\'gre<",."t will be perforn>l
CQ!ltr1lOtOt h ... \he rightlO hin: M'lirtantlOS , ubcMtraclol':I or 10 use omployees to p<ovldoth. ,m'io:s ",qui=! by!his
At'O'menl
eoo=, or Olntnlcto<'. employees or subcontn<1OIJ shIl l perform tho ,.",;= ,..quittd by tIili A&"'<'l'onl;
V"ldeolU'X will noll\lro, ,,,,,,,,'lie or P&y ""J 10 kip Contractor
Videol.WX will nOi ""Iuire Contract<:< or cooti'ltcler's emplo:r= 0< ,"booD!n>(:IOr! to devote full timo to t>forntldg tho
service; requirnl by this Aguw"nt
Neilher CoOlnlclor IKIr Conuu!or's employe<.< or ..,be<:ntnlotO<1 ore eligible to participlle m ll1ly cmplOJ<c pernio.,
huIIh, Vllcotkm pe.y, , lell: pay or Olh..-Iiiogt b<l!e(ot plan o(VldooIlJ'X.
2.2 Cootroclor ,bail ptrj All jo""me !exes ",,"FICA (300.t SectlJity I!I)d Modi<Z:" . ... "') i.=red while perfornllogservleeo
"",k' Ihls Agreem<nl VldcoE<'X will DOC
Wrtllhold FICA froIn contnt<1or', PlJ'lIIents Ofrnake FICA poyme ... on ConlractOr. behalf
MAke.u.to or fWerol unemp\oynle'l( """pensstion ""otribUliolU on (;00_. behalf
Wilhhold WIt< Of fcdcr:al iooomcw !iwn Coolnlotor' . poym"'lS.
Pay any Inlt:rn<l Or pona]t;'" inoumd due to ofouch ll31CS by Co_tor.
3.1 All DOtices wi olba c<)Ol.muo,ieatioo.< b. <OIm(l(;IiOD witb this AgrcemCllls!)all lit In wrltivi and $hAll be C<)llS\:I. red
Jlveo OS fullow.:
When delivt.ttd "",,,,,ally to r<oIpko1t or r<cipk:nt's addr= as S\lIIed ill this Agroelll<n:
EXHIBIT B
Page 1 of4

10 day> ofu:r Ibe Uniled St.teo Pootol Servio wjth POS\Oit prepoid to th. recipient'. addt= .. stated
in!h;" Nlreemem
Wh," ,em by fa:< or emoillO Iho!...t fax or <moi! known to tho _1Jving notice. is
oUoctive rte<ip!, pltlvidod thol. . duplioatc oopy oflbe orooe i> promptly by mo.i\ orlh< ,..,;pienl
deliver> wriH"" eonfir:mlllion of",<oiJ:'!-
CONJlIJ)IlliI1ALlIT
U Th. tonn ' Omflilonlillinfotm.tion' "'..". infmn.oliOfl OfwMt ....... _ whothtt in writtm or on.! form rolling to <i.!her
party's WIIctu ... busin=, operatio .. wets, ""bnical inform"'i"", trade seorw, technology, bu1in ... method, strtleglu,
custom.,.., ,upplier! Or I.ll)' Other ospOCt Of 011. panywltlch Is obtt!Md by the other p&rty, 0< tho officm. c:mplO)'C/'!, . goO!!
or a<M,m .ftllt oth<t PQIIY prior or purooallt to or!n the cc\lISe ofdoalin&> bctw= the partie> wxl ... lhi< Ai;<"""""'!' or
.... bi<h oris<> or.,o dt''':opI from tho Prnj<cl
4.2 Eloh pa!Iy ,luilllrMt as C(lo6dcJ:di1l1ll Confid.lltial /nfonnotion of 1l1. alba pony, >hall nO! .... ru.::h Confidentiol
InlimDalion COpt .. e:<Jll'=ty ",I rOM h.,..,m ()( Othorwi>e aw.,ri"'" in "";IWr.. <hall impl.m",,' prooo:dur .. 10
pro""'ollll>o di;c!oouro. WIlIulharlzed dupl!eo.\iOCl, 1lliIus. or removal of the OlhOf pl!l1y'. ConfidOllllollnfunnati<ln .. d "'all
no' dioc:!o, i><I\ Confi<ientiollnfo/'lllllOOo. to ""1 third party. With =pa:ttn dioclo ........ to n:l\,uDyoyw!-upon third
patti .... VIDEOEFX o.nd LICIlNSBB:dW1 "!7"" 00 tho dJooJoA!l'el prov/<kd, 110""""', portio.
AT< "odor ooliptiom of I!lfidcntiolity to VlD&O!lFX >1'Hl USCI!NSBI!. Soch ooligMlOO! ",oy molod, jodnon..:lioclO<\lro
>,gltlO....,IIln''''OIl VlDEOEfX. UCIiliSEE, and tholhinl portio;>' Wilhout ijrnlfulg \he forogoing, each ofthoPlrtl .. sh.oll
",e III IU3IlIle samo on<! "hlcb it .... (0 the dis<1wure of I,.""", CnnfidmMl
lnfon:nWon of hKo "" jlOfIatl 10 prevent tho discl= of Coofid ... ti.ollofomution dj",lO!<'d to it by lM o\hor pony ""d ...
!hi. but ;" no event I ... !hlll ,....,., .blo ear ..
4.3 NClVoittlstonding "'" foregoing. 'nf<nn.tion of. po.tIY.lw1l no! Ineludo 1nf<:cmtdoo which: (.) ...... lowfuUy
koown by lheJ"t:CCiving pUty prior to <llid= of ""'" infotmrlioo by tho diocl"'",g po!ri)' 10 the receiving pa!1Y; (b) " ... or
br:<;o""", generaUy . ""'!able in the withoUllM f.ouh crill< receivingporty; (0) U :suboutoenli:r' discl .. ed 10 mo
""";ving por1Y by lhird patI)' ha """ Lawful right 10 mw ...,h dUe"'''''''; (d) Is ""luiml. by law, nll", rtgulllion 0, legal
1""= lobe dioclosed, pmvlded that the ",coNing pa:ty making ,\1<1\ dilelos"", 01>011 taI< ..u. rCll8OllOble to rdrict $nd
mailUin 10 the "-'WIlt "" .. ibl. <fuclosure ood sholl providereasonabl. notice to tile othe, party to
oIlowsucb party tho opportunity to oppose tho Qcited discl"""o; .. bcaI independ",u,. d.",lopod by employ<s or
<>Ih.,.., "" behalf of tho receiving party '" oeceo. to or us. of dLl.cl"'in& pr.rty's info",11":!on " d, r"I>I>Mtr>Ied by written
record. EoclI pony. obllgotio"" under th!3 Se.:t:!on _ shall extend for 0 pcrlodof!ivt (S) Y"'" from \onll.iootion or
.. plrotim .fth!. License A8l'"""""'I'l
.5.
AlIl""priemy infulJIlO.tion ond in:eUectual propeny will """lin tho JIl"Pet1)' ot!he !Up<di. e O\\'IlC' at d>e of !hi.
All pro"';eWy information IIIld inteUectuol plOpeft)' devclopod under thiJ "I;1"eme., will be ."ned by VWJooEfIX.
2. FORCE
6.1 Ifud to <h. extenl th. 1 .ither party i. pr .... ""tod 0, by force ro!lj""e ( .. dofittod below) fro", jl<rfunning any ofils
obligati<N under thio $lull ptoolplly lIOtify tha other pony, sp<eilYln8 tho ""''''" corutitWng Co,.. ro.Jo ....
togoth ... with ""ideo.,. it> V<rificotion !hereof ", it <= glvo ODd 'l'ccifying tho po."iod for whioh il Is
esI""'''''' _ \1]0 p<naltion '" del.y wiU "",li" ... then the par<y so afii:<:tod IholI be ren.ved of nObility to lite Mho, for
foi l_ to perfum:I or for dolay in petfQqpfng ,uch ( .. tho case mfly be). blll.w.u novcrthe)e$$ "'" it<_
codoavours to """me full petfonnaoce tbcroof tM-ovidcd !hili ifth. !"or> moj ....... coolio"", for 8 puit>d or JlJrco monih:r
"' .... fullowlnt tho p!rty 001 oifeod:tll: tit, force maje",. m.o:y tomiru(o thi:I Agrecme:ol by nOt I..., than
30 del'" prio' noIic<> to tho othet potty, bIlIth. "otic<> of tettnination ",all be of no ef!ocllf th. porty . Ue<'<d by tho fo,eIl
",.j .... or .. um .. full pctfonn= of;!3 obli&otio"" berm Iht uplry of the ri<Iti.,. period.
6.2 Fru tho purpose oftha 01.", .. "foreo rnojoure" m<aD:r "'1Y oirrumstooce> nol foro>;"",blo !I the .we ofth!s Agr<lCfllOIl11llld
not within tho reaIOOoble C(J:Ilrol ofth. porly in 'It=tioo fncluditrg, whhou! p<ejudioo to the gCllerollty of the foregoing. Acts
QfGod f",oh:o:ling f"... flood. car1hquol:e, o:tonn. hurri<lD<. or othat" nollnl diso.ta"), "". in ..... i"'" oct .fforeign
/>,.,/l
"WOVl! Wti, ls: Cl''''''''''---\:JT
EXHIBIT B
Page 2 of 4

_:nies, hQ<;lilitio< C"'S"f'llt> r,,'bother,.... is decllrl), civil l'i11, rtbotlion, ...... oluli<>n, Instln:tioa, mllitnly or usurped
'" <;ollfi<eotioo, tom>rist ... Il1tionalizotion, so ..... un."1 owned entltl.., Industry , I.l>dord:s bodi""
b embargo, I ,bor d ispolo, locl<out or int=ption or fiillore of eJearicity or tcl'l'bono ....... ioo.
L MlSGELLr\NF&US
7.1 No twn, ""ndition, eave""", or ouoemoot oontoiMd in thio _Agroomonl be ""';, 0<1 or _coded without tho written
ogrcelDCl1l of both portios.
7.2 NothIng in !hi. Agreement sh&Jl creote or be doemed to creal p.Ktnmhip or Ihe rellltiomhlp of priocipal 0IId l&"OI or
<fllplo)'Of o.nd emp:oy> betwOOll !h.
7.3 The failiW of "'Y party h<KIo ot My timo or Iill\"" to !<qui'" perfurmonco by ",,0 other p&rtJI of 1liiy provjoice of !hi.<
ilgn><:mont >ho.ll in no .... y .mOl !Ito righl .huch pony to ""Iuiro pfOM __ of thai 0' lily othDr provision and MY "'aim
by 011)' pany of."y bread> of. provision of \IllS ,boll DO' bo oomtnlod ... waive, of any ",,"tiouin, Or
","-"""<lin, _ ohuch pro""'!"n, .,.;"", ot mo provlsinn it>ol( 0, .....;"'" of..,y Qlhcr , I!lhl Wldor Ilili A&r-ornc
No !ail"", ordWoy '" .'CloisiDg ony ]>Ol"<', or n>medy """",!hi. Agroemontohall Ope:o.te.SA """; ,oh"y:!tich
-pow..- Or "","",y. '
7.4 Tho: beadiDg. to !his l!Id the CI.""" of this AgrUmenl = foc .... of ,-eft",,,,,,, only ODd ,ball not .!Ioct !he
in1a'preution or construction of Ihio
1.5 AssigntJlon/. Neither I""'Y may os&il'>' ilS I>r dolq;tto it. .. , Or OIly part th=funder this Av<omont without
pnor<fISC1I1 from tho Ol\><:r pa:ty.
I. GQV.!:IINING I,AW;
TIili Au=nI sholl be lI<Iornod by 000 In =rdanco wilft the I ..... of tho Stole of .. U.S.A. wltbctut
to ooroOiel of ..... priocipk:!.
9. DISPUTE BESOLUTIOr;: n e portico to thlI will make reasonable oll"ort 10 ....,1 .... ll1)' disput<$ ami<.ably. If
IlJLOble, Bl;ccplin<: iIlj un(;!i V<l reli,f. lily di!putc. controvOlt)" 0' claim arising "'" in connection )'"lib. 0, ",lotfng: 10, lhb
Au""m"'to,..,y tnach or d l.ged bn:odo .f!hi! Af,rmenl, ohalI, upon request"hny!'My involved, be .wmitt>d to
mediation in Woshillgl<ln Coanty, ""'gon. IT. oelUo",onl e&nllol be rucho:Ilbrou&b mediation, tho p61ti .. agnoe thal the displlte
... m bo .... bmlllo:i to and be .<ttlo:i t>y arIlltn.tion in Woshklgton CoUJl)y, Oregon. Such orbiIrulon sholl bo In.=nlmcc: ",illt
Uniform Arbi!rlltion At! (VAA) .. in <lfO<t, and as b""lnal'trc amonded, Any _word ,.ndmd sboll bo flll4l ODd ",,,,,lucsivc upoo
the p.uti<:s. And. judgment on ouch awo.rd may be entond bUbo hl&Jl<st court "f tho forum, ,tolo or f<.do:al, h.ovlngjuriJdiedon.
Tho ""J'<"S'" of tho arbilrlltion.ha U be born, equally by tho porti .. to tho arIliltOtion, p"'vidod that <o>cll pouty ,ho.ll P<'Y for and
bear the ""'U. o(!holt <tSpOCtlvc."", .><pettI, .. ldenuOlid _ 1\ _ . Tho pam .. to either mediation or arIlltn.ti .. rcoogni>o
mal modiUioo """1'1> sottI. mont .'gotiatio"" ood Iho! Ilq!.otb!;o"" "'" il1ldrnWThlo In arty litigation or
.(tholr .u.puto. to tho _",t .Uowed by low. "The p>rtI" will ""I .ol>poeno",. 01herwl .. require tbc modil.lOr to w.tifY.or
ptodu<e """'n.is, nol<O, or work product in ."y futun procoodill% beyond. ftlodiatio.. In oddiffon. !he parties ogrte !hoI tll
Infor=tion obloin<d i.o.oilh!h. "..odiotio. or ubillition po>SS 1$ strictly con!idontial and furthe, o.groo that !he rIOl
.!hw;'o bol'inj; . tx:h inform.oliM ."";Ioblo to th<m otber Ib.n thro'uh tho medi.tion or ., bitrotion p_ ,bolJ hold all such
".
btfoIIIJatio. 10. COlI fidon"". .
31 ronLJ <::i:
"'ppn:MlI.idm: V"odooEFJ(:.L...l)L..
EXHIBIT B
Page 3 of 4

Thlo dooo Dol aa.to & pII!I>Uibip rclMionoblp. N oi1llcr pori)" hu """"e:i!}, 10 .-hIIo CllIIhCII CIIIbo _. I>::lIaIt.
Thil: ;, Ag="..rt bet-.. c.o..or- ...s Vid<oEIX"'oopI t .. o.. E.-Agro.monl .. IIoI=ibed pro.; ..... )'.
Signatures
VideoEFX Corporation
By: Craig Peterson, President & CEO
C . nth:
9/0111 !
Craig ;;teJ"90n. Signature - Date
Contractor:
By:
EIN or Social Number
.!l:j!l if' q I 0 \ 1,,"0 "

. 41 [ 1 i eo..-....:$.
EXHIBIT B
Page 4 of 4

Javed larkatull"h, Ph.D., MBA
Vice of Operillt icns

Javed Sarkatullah Is the Vice Presi dent of Operations at VEFXI. In thi5 role, he manages the
manufacturing and logistics operations for the company. In addition, I'll' 15 the virtual CTO,
contributing to Ihe future technology, services and product planni ng and development efforts
for the oompany.
Dr. Sarkatullal'! is al,o a r;o.founder and chief executive officer of a star tup mobile social
network mar keting company, VEfXI, Inc. In this role, he has designed and developed the
business mOdel and t echnology for the mobile marketing platform and has been Involved with
the sales and marketing of thiS platform 10 small businesses. He has managed team of offshore
software developers and personally written the Android application for the marketing platform.
Dr. Barkatullah, In the past. has served as Principal Engineer at Nvldla Corporation, member
Technical Staff at Stexar Corporation, and Senior Principal Engineer at Intel Corpora lion. He is a
highly motivated team leader, problem solver and innovator with 18 yeors of in the
semiconductor industry. He brings extensive expertise in research, design, development of high
performance circuits. and in the management oftechnology projects, which includes highspeed
microprocessors, video processors and graphics processors. He the Intel
Award In 1996, t he most prestigious award for Intel employees.
Or. Barkatul lah received his Masters and Ph.D degrees in Electrical & Computer Engineering
from UniverSity of Iowa, and an MBA degree from Willamette University. He also has a
Certificate in Sustainable Ent erprise from Willomette UniverSity.
Dr. Borkatuliah has numerous patents in the field of high-speed circuit deslens and has many
technical publications in the IEEE journals. He has served 3S an associate editor of IEEE Journal
of Solid State Electronics from June 2004 to October 2005.
EXHIBIT C
Page 1 of 1
VEFXI CO!"Jloratlon (fonnerly VldeoEFX Corporation) Page4

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Case 3:l3-cv-02057-BR Document l-l Filed ll/l9/l3 Page l of 38 Page lD#: l0

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