Ceglia v. Zuckerberg et al

Filing 331

CONTINUATION OF EXHIBITS by Facebook, Inc., Mark Elliot Zuckerberg. to 324 Declaration, Exhibits G - N to March 26, 2012 Southwell Declaration filed by Facebook, Inc., Mark Elliot Zuckerberg. (Snyder, Orin)

EXHIBIT G

Lawsuit Overview

PAUL D. CEGLIA
Vs.
MARK ELLIOT ZUCKERBERG &
FACEBOOK, INC.

1

TABLE OF CONTENTS
Table of Contents ............................................................................................................. 2
Executive Summary
Case Overview .......................................................................................................... 3
Objective..................................................................................................................... 3
Representation History ............................................................................................ 3
Lawsuit Details
Current Status ................................................................................................................... 4
Fact Summary ................................................................................................................... 4
Statute of Limitations ...................................................................................................... 4
Prior Cases ...................................................................................................................... 5
Attachments
Attachment 1 – June 30th, 2010 Filing
Attachment 2 – Proof of Facts
Attachment 3 – Oral Arguments 7-20-10

2

EXECUTIVE SUMMARY
Case Overview
On June 30th, 2010, Paul Ceglia (“Paul”) filed a lawsuit against Mark Zuckerberg
(“Zuckerberg”) and Facebook, Inc. in Allegany County, NY (the “Lawsuit”) to
enforce the terms of a contract that Paul and Zuckerberg entered into on April 28th,
2003 (the “Contract”). A copy of the court filing is attached as Attachment 1 – June
30th, 2010 Filing. Under the terms of the Contract, Paul purchased an 84% interest
in the software, programming language and business interests of the service that
was to become Facebook.
Paul is Facebook’s first investor and co-owner.

Objective
Paul is seeking to engage a law firm to represent him in a.) immediate settlement
negotiations and b.) the Lawsuit going forward. Paul will be interviewing multiple
top tier law firms. The successful firm will demonstrate 1.) a strong desire to
represent Paul, 2.) a commitment to developing a close working relationship with
Paul, and 3.) a contingency based fee arrangement that is fair for both parties. All
firms interviewed have already demonstrated that they have the experience and
competency to represent Paul.

Representation History
Paul originally hired Paul A. Argentieri, Esq. of Hornell, NY to file suit in Allegany
County, NY. Mr. Argentieri has and will continue to advise Paul in the case. Paul
then engaged Connors & Vilardo, LLP (“C & V”) to represent him when the case
was first removed to federal court. C & V is a small but distinguished regional
firm of approximately 13 lawyers in Buffalo, NY. Paul and C & V have mutually
agreed that because of size, complexity and commitment required of this case, a
larger firm is necessary to properly represent Paul’s interests going forward.

3

LAWSUIT DETAILS
Current Status
The Lawsuit was filed on June 30, 2010 in the Supreme Court of New York, in
Allegany County. Shortly thereafter, the case was removed to the Federal Court at
the request of the defendants. As of March 1, 2011, the case remains in the US
District Court for the Western District of New York where it awaits a decision from
Judge Arcara on whether the case will be remanded back to the state court. Paul
expects that the Judge will order a hearing on the remand issue and may allow
limited discovery to determine domicile of Mark Zuckerberg. Paul does not
believe that the choice of venue will have any consequence on the resolution of the
case.

Fact Summary
A detailed Proof of Facts is included as Attachment 2 – Proof of Facts. This gives
the background on how the parties met and explains the major facts of the
Lawsuit. These include:
1.) An original copy of the contract exists and has been expertly verified.
2.) During oral arguments, defendants’ counsel confirmed “Mr.
Zuckerberg did indeed have a contract with Mr. Ceglia” and “Our
client entered a contract with Ceglia”. Please see Attachment 4 – Oral
Arguments for the full transcript.
3.) There is a witness to the signing of the contract
4.) Paul has a copy of the check that Zuckerberg deposited in his account
on the day the contract was signed.
5.) Paul has copies of emails from Paul referencing and negotiating the
terms of the contract.
6.) In an email dated July 22, 2004, which was 7 days prior to the
corporate formation of The Facebook, Inc., Zuckerberg offers to repay
the $2,000 that Paul had previously paid Zuckerberg.

Statute of Limitations
Zuckerberg's defense team has not committed to a clear defense strategy for the
Lawsuit. The statute of limitations defense is often anticipated as a major hurdle
for Paul to clear. The statute of limitations for most breach of contract causes of
action is six years from the date the contract is breached. The contract had no term
as it is non-durational and required Zuckerberg to a.) maintain and act as the site’s
webmaster, b.) to pay for all domain and hosting expenses from the funds received
under the contract, and c.) to maintain control of these services at all times. These
are promises of future performance within the contract. The Second Circuit of the
Southern District of New York has ruled and made clear that promises of future
performance within a contract provide for the opportunity to have a series of
breaches, each of which reset the statute clock to run anew.

4

Prior Cases
There were two prior cases wherein individuals sued Mark Zuckerberg with
similar causes of action. Both cases were settled out of court.
Eduardo Saverin invested $1,000 on January 7th, 2004, in return for 30% of the
ownership of Facebook. This investment occurred after Paul’s investments.
Eduardo’s share was diluted without his consent. His lawsuit to resolve the
dilution was settled out of court for a reported 5% of Facebook.
The Winklevoss twins sued Zuckerberg for their claims he breached an oral
agreement by using their idea and code to develop Facebook. They settled for a
reported $65 million of shares in Facebook. They had no written agreements.

5

Attachment 1 – June 30th, 2010 Filing

6

O/30/2010

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SUPREME COURT
ZTATE OF NEW YORK

Document 6-2 PAUL ARGEN1TIERI
Filed 07/09/2010

Page 1 of 16 PAG-E

05

Co
(0)F
ALLEGANY COUNTY

PAUL D. CEGLIA

SUMOSALLEGANY COUNTY

Plaintf

FI LED

SUMN

vs

Index #JUJUN

3 0 2010

MARK ELLIOT ZUCKERBERG, Individually
and Face book,inc.CLR

RO

LERK.CRITA

Defendants

TO THE ABO0VE NA MED DEFENDA NTS:
YOU ARE HEREBY SUMMONED to answer the complaint in this
action, and to serve a copy of your answer, or, if the complaint is not
served with this summons, to serve a notice of appearance, on the
PlaIntiff's attorney within 30 days after the service of this summons,
exclusive of the day of service, where service is made by delivery upon
you personally within the state, or within 30 days after completion of
service where service is made in any other manner. In case of your failure
to appear or answer, judgment will be taken against you by default for
the relief demanded in the complaint.
Trial to be held in the County of Allegany
The basis of the venue is Residence of Plaintiff
Plaintiff resides in Allegany County

Dated:.June 2.9, 20 10-------Paul Argentier Esq.
188
in Street
Hornell, NY 14843
607-324-3 232

-o
m
M

flr-

PAUL A. ARGENTIER1 - A~TTORNEV AT LAW
6e0MAN STPEET

-HOPHELL.

N V. 14843-7
TE0OWOM

rAn?14

2a2

C-

C],ERKY

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ARGENTIERI
Document 6-2PAUL Filed 07/09/2010

Page 2 of 16PAG3E

To the above named Defendants:
THE NATURE OF THE ACTION IS: Declaratory Judgment
The relief sought is: Monetary Damages and 84% Ownership of
Facebook,inc.

PAUL A. ARGErMIEI

- ATrORNEY AT LAW

188 MAIN qTPP"~- HOMNr.LL, N.VY 143

-

TELEHCNZ (r807) 324-3232

06

0F6/30/2010

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Document 6-2 PAUJL ARiENJTIERI
Filed 07/09/2010

Page 3 of 16 PAGE

07

ALLEGANY COUNTY CLERYK

SUPREME COURTFL
ALLEGA4NY COUNTY'
PAUL .

STATE OF NEW YORK

JU

CEGIA

PAULD.

D
3D 0201

R0BEpT,L CHRISTMAN
CGLIACLERK

Plaintiff

VERIFIED COMPLAINT
Index

,3

?/

MARK ELLIOT ZUCKERBERG, Individually,
and Facebook, Inc.
Defendants
The Plaintiff, as and for his verified complaint against the
Defendants, alleges as follows:

rM)

C

<

I. Plaintiff, Paul D. Ceglia, residing at 2558 Hanover Hill Road,
Wellsville, Allegany County, New York, 14895 at all times
hereinafter mentioned as either the Purchaser and/or the Buyer.
2. Defendant Mark Elliot Zackerberg, upon information and belief
resides at 2 Russell Place, Dobbs Ferry, Westchester County,
New York 10522, hereinafter referred to as either the Seller
and/or Contractor.
3. Upon in formation and bellef Face book, Inc. is a domestic
corporation having Its principal office located in the State of New
York having been incorporated in New York on August 6, 2009,
hereinafter referred to as Face book, see exhibit A attached
hereto and made a part hereof of this complaint,
4. On April 28, 2003, the Seller and the Purchaser entered
into a written contract, including but not limited to, the
Purchaser acquiring Fifty Percent (50%) interest in the business
of the Seller and Facebook, see exhibit B attached hereto
and made a part hereof of this complaint,
S. Upon information and belief, Mark Elliot Zuckerberg is the
principal owner of 'The Face Book" aka "The Page Book" that are
the predecessors in interest to Facebook,lnc.

PAUL A. ARGFENJRI - ArMrnNEV AT LAW
100 MAIN S"t

aT-

HORtIELL. N,V 1.043 - TELEPH-,OW! Ca07) 3223

-

I

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Page 4 of 16PAGE

6. Under Paragraph 3 of the contract, the Seller and Purchaser
agreed that for each day after January 1, 2004, the Purchaser
would acquire an additional 1%
interest in the business, per
day, unril the website was completed.
7. Upon information and belief, the website, the facebook.com', was
completed and operational on February 4", 2004,
8- According to the terms of the contract, as of February 411 2004,
the Purchaser had acquired an additional 34% interest in the
business for a total of eighty four percent (84%).
9. Purchaser paid consideration to the Seller for the contract, upon
information and belief, by a check in the amount of One
Thousand Dollars (S$7,000.00) to Mark Zuckerberg, on or
about November 2 4 11,
2003 among other consideration
tendered, see exhibit C attached hereto and made a part hereof
of this complaint.
10. Upon information and belief, the Seller simply transferred the
originating website business from TheFacebook.com into
Face book.com, and ultimately into Face book, Inc. which is a
*continuum of the Purchaser's acquisition from the date of the
contract until the present time, and also a continuum of the
business from pre-incorporation to incorporation of Facebook.
I1I Since April 2811', 2003, the Purchaser has complied with the
terms and conditions of the contract and the Seller has failed to
similarly comply with the terms of the contract to the detriment
of the Purchaser,
12. Upon information and belief, Facebook is a closely held
corporation of which the Seller is presently the majority
stockholder, see exhibit D attached hereto and made a part
hereof of this complaint,

PAUL A. ARGENT]IERI - A7TPORNFY(AT LAW
ISMt

SrneET - HOMNF IL. N y

1 A04a - TCLeOHONF

MYO)32

3232

08

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Document 6-2PAULFiled 07/09/2010

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WHEREFORE, the Plaintiff, Paul D. Ceglia, hereby demands by
Declaratory judgement against the Defendants, Mark Elliot
Zackerberg, Individually, and Facebook, Inc. for an enforcement of
the terms and conditions of the April 23r" 2003 con tract wherein
Plaintiff would acquire 84% interest of Facebook, Inc. arnd for a
Judgment for an Accounting wherein Plaintiff would obtain a
further Judgment against the Defendants in the amount of 84%6
of any and all monies realized by the Defendants from April 28J1
2003 to the present time, along with the costs, disbursements, and
attorney fees for this action.
Paul

June 29, 2010

.Arg

ntieri, sq.

Attorney for Plain iff
188 Main Street
Hornell, New York 14843
607-324-3232

PAUL A. ARGEt1nETZ - A77-ORNEY AT LAW
108 MAIN GTRCST

-

HIORNELL,

N.YV 14ASA - ThUe,NONIr <0O,

2-3232

09

ARGENlTIEPI
Document 6-2PAUL Filed 07/09/2010

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P-D

STATE OF NEW YORKI
COUNTY OF ALLEGANY

Page 6 of 16PAGE

Cegi

) ss.

Paul D, Ceglia, being duly sworn, says that the deponent is the
Plain tiff in the within action; that deponent has read the foregoing
Verified Comnplaint, and knows the contents thereof ; that the same is
true to his own knowledge, except as to matters therein stated to be
se ma ers de onent
alleged on information and belief and that as t
it to be true.
believes
---------------------- ---- ----------PD. Ceglia
Wme
Sworn to before
2tDay

thi

of June, 20

NOTARY pUICXAT

OF NEW YiORK

So.0O2AR457

PALIL A. ARG VN'nERI

-

ATTORNEY AT LAW

10

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EXISIT8

6!

ARGEHITIERI
Document 6-2 PAULFiled 07/09/2010

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ARGENTIERI

Page 8 of 16P4GE

Entity Information

12

Page I of 2

NYS Department of State
Division of Corporations
Enfity Information
The information contained in' this database is current through June 25, 2010,
Selected Entity Name: FACEBOOK, INC.
Selected Entity Status Information
Current Entity Name:' FACEBOOK, INC.
Initial DOS Filing Date: AUGUST 06, 2009
County:
NEW YORK
Jurisdiction:
DELAWARE
Entity Type:
FOREIGN BUSIN~ESS CORPORATION
Current Entity Status: ACTIVE
Selected Entity Address Information
DOS Process (Address to which DOS will mail process if accepted on behalf of the entity)
CORPORATION SERVICE COMPAN~Y

80 STATE STREET
ALBANY, NEW YORK, 12207

Registered Agent
NONE
This office does not record information.regarding
the names and addresses of officers, shareholders or
directors of nonprofessi ona] corporations except the
chief executive officer, if provided, which would be
listed above. Professional corp orations.rmust include
the name(s) and address(es) of the initial officers,
directors, and shareholders in the initial certificate
of incorporation, however this information is niot
recorded and only available by vievAngthe
certificate.
"~Stock Information
# of Shaires

Type of Stock

S Value per Share

No Information Available

*Stock information is aDDlicable

tn dr)mp,qtjr )iipc

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* Entity Lnformation

13

Page 2of 2

Name History
Filing Date Name Type
Entity Name
AUG 06, 2009 Actual
FACEBOOK, INC.
A Fictitious name must be used when the Actual name of a foreign entity is unava ilable for u~se in New
York State. The entity must use the fhctitious name when conducting its activities or businet~s in New
York State.
NOTE: New York State does not issue organizational identification numbers.
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PAUL ARGEN~TIERI
Filed 07/09/2010

"WORK FOR HERE" CONTRACT

SECTION I- GeN&XAL M1OV1IONS
u*ac Ir the mers nw&As kor If; opwailofi
Thefolowig ei~a apcl~~lselm iadheritPaFr
hve~eemeain
"Dic P=,o*u"
Weir itom to mdiu aid tit udw Amtwe,mmimr
PMJCHASER PaWi
Cogia
adt pay Ib oil damm an d hogfin e9mo tom tI e,Nin& mo6vi under
CONTRACTOBJSUE1R - ?Imt Zuckmber& hh Aim,
thi oofn
n alrM
fi he will mawanim cootml of the= 2urvim~
employecsaupplkes, or suonintm Imish;ng nVheluli
f
rsoe or at an timm
CUSTOSIret
iiy~1oIg
construion or odwe
wervioms form 1he Paralme r
rvqut,ed ~
~
f~ aare ~t*ti ~
~

.,* 6..
'o~Ado
~ t4wa ~
n~ ~
ttty

exu.s~dl~

a Ai M&aio wry odimer
md
b
Mbed.inpek e mde oda mem
to
Lbeonm

~o ~ulma~pi4eSleimetgodrm

~tw,s

Str

The omftm, b"wme gm Pumbua wd Seller m-A arhme mWeament and
'*ork mak ft h rfe l m wo 90arm 11*11411 VOuu,M, 4097 Ift 6. SdIWUMt of C0C f6t8.m,a
,
Pat the work to be IM*ieithd &mcitly ft 'be SteedPax Dcabme an kb
In t eveart *.M&bipurmw
~ tni
of 0galprnent: wtkh b
ProgmitnIS ImqmW teo pmVdby Sll=
be
sia;la" ftm Otis Primn mckfiil
i
ceof diggiits b&wwn the
Scond itis J
ftesawg-poX
adfxPuete n gm Qrs
The Petm ad& efa
fbrt6eprqmotSae:r hw
rcVuir;hg reterWo or ea~pawl to be fetesb by Ibe, Sellcr, the Seller
a1rad irft s dsiedtooffffIhDslWcW of £ffawd uixivansity WMeatDbe boatodwoi&smhev i1hatbarePuweirlbonnelby6me
Oa
wmto a weshe Aimilir toa Hlincttion1oig yearbook with time
work6g
rto
tePlm om.~lb
~l$1lI1ia adttnimka
tMe dnU~ Vwx BW
mme theemmft. protj&d A theSA1.olltm tiAe
r4ft to PAftaicte in
Im eduemat of 3*y d;gpmE t flm
utImbt weler 'wil) be asomwe
Iti s agreed iedf
Porrhner wMl Ahalf Iterest (50%) intthe mfhim
own
atmb
tlgmiimen~bwlz7
Inatd~dedl~rIbexpovbo~ofNo intemt dtall acemeony pwnoW) offiAwkm dw IkeSdIff, whiiah iq
that simice boa larger modier-~
withheld or dbL*Me a rmtut of ainy sucdlv" mwxrAa dwe
m
to
V%ctwt
OVd
e Porter ig ultimrateiy paid h.fttson mWot olt 0*elae1c Sellir
3. P"nxmt Tam,
2. NYm~~~(
Teams
aball not be dIM1bl if fit 361le Mnlom brmoitl6m of ike PttwA Rod it
No losorme or premium dwagmi or picle maiaue wiln be allowed
iglwdtrmndta be hm;0a'
iumow wvme not i cMiPncne
Wment an0worerid by PrortawIn wrating. No latm Inprice Runm
wffi h irm ad vpcclitJlalom of t Prime Co*wtmt Pending finel
thal steed o tht flie heref ivill be ortaidered thoghit thiediplto
of a &Rptft hcrojnthe (M Selker "e OeM an be work undea"
diadioftbearda.
W-wo*MdIwth*glby fte Pufet
a
The 49ltesf Op Cast Otsnt Sellf and Mwe
tiz
Buiyew ltm bvemd
Is all kgattz" the fidal ieMoW4 Sanid rev wi&h the 13mi]
Spedliacion.
mpm1 mt owt Ba)w agrees to pay t id*
m
ft-m of 1000 apk
tbr doe wot gobeperRiftnid Ji orelftid
$1,000 Wo wtrk to be
dve
ptrfinmibr
lot
PluV Bfoor.
Lift fie" ame
agreed so b a 5% dedoctimub t gellet7
Pmtdoxt
if~~~ t2ne~Iadby 1Weedae ad ar kddMdotat 1%
~~
tieplic
Parcher hold scuff r mtm ftr an b&R4n"in sellen, w.ort may
dediictinoeac
sddy %' otheij" Im
dIekytA kWMco Ilig poinL
APTMj
bopmim *Hir P"rs &wmeaft ftom tlm dJrrxT requm
ld by and
The
pTJlA L2
du
%w )j
1r hZworkmde by puier
In 6& vm
wkmt*l Ir him- Wgementm
May 3l,2003.e
el"
no~ SIar ktvby,~aWme
t be ramumble for anf
claleng ROOMt tm
Tho eedpDromvw&MbIc
Pmrhmm of the CadosToeAid lewod iftfi*wwtm fIRM by meorm or
umkism fr
"The Pace Booe"ffhan beJmapwiy I 2004 imd M:aMidllonml 1%bftrnt int (be pommes or Cusormes pomsiaron.ue or awkof mVy
thmebuinma will bo d=e Mle bv),vr AirmT day ftne c8sitis delyedlirm qdoemab1IewdrblmeSlrorbrieiofT psrmtC
&Ao
date.
ofanty work bm,uniler by fie Sefkr 7be Seller mva to defotd at irs Hole
AMmal lijbil may be prmidad Jbr eiWwepjedt a a a neeided bm%i3 pm n %aimie**U*t tho
it
si o wn/rtn'Ctmw
OMZOme arid
ffic sole dilacrctloi of (be Buyer.
boid hams t membtr andi the Cagmuctre DOW nwd floiris all Gomt,
airy kInd whioh tke Punhawe or Eha
expaedadpmteer. md dtiaof
or
Cummw mity be oblijmd to "it or iocur by roamm of amy much lmkReo
4.
actumal Jehienof a patimat or pebtLa The Promirpew aind the Curnmer
A)BYPURCHAME - Parhwer agmm &hat fi;47ewilon shelt
Do
wwwroncwhaw
agisiitrmuti Ycm~Idmhewaqof
be iinplrmnrud untO or antem appered by the seller. Thomo
irffo
ind. m to reor for fte &Rom ofMY iso&sunit
revi0ion
Thig Indanrftl ann-Dot mmmed to alleRcd or muronal
imJY4%mxmAsul
multing
shall betramaittitilfix wrtbmn TpurvE Do
mflleE.
ft b Scee
wifioeth
doPmltnurat&A or Cuitawrimn desivi,
b) RY SELLERt - The StUaer apmee dme flarM-Ww hall be
no
rv sio
I itoctiom prmmm, or ftnmah"f prridod, boweme. awstt Same opra
imp1miented wntll or aai approved1 by Buyer TIxost
be i wpo,Ribole if it 4ini~obntr io asum The line Sellr sbmuld linme been
revigiomt Sb&n be taiw lt fer wommte
iqpia bo Ite Stee
avemm of a pcm%blo alk$Sd or namWe
irdnlhgarveint meif* &Qom
lho
Pox Purchsing Deptartnment
Porchanenor Cuaowes degign. ftwienictiome procnim or formulan and
f01%b
moeJ *e Parde"MI of On&2

l iiy

15

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Document 6-2 PAUL ARGEHTIERI
Filed 07/09/2010

PAGE
Page 12 of 16

16

T
9

8, Ansiuorrurntof Subtataneru-mg
hiih hsOdrnrU ih,olpig
tmnc due hcucnder
amassigable m0 WnieraTle (n k'cudiy .Or Ld"nes ar thrio)s
I ur Pda
e rhasoe?a prior wrenc contsent, And except Asto

A) Whenever the SellRu hus knowledge dat amy a=41 mt prtentWa labor
dk giputhreabona to delaydthe time4
gor
cm or
o
orer
the shal imed ngie notc t
%

by daig Order %,it)hout the uthacharre'a prior witten tplaoa). Tne
Purchterrshnn not be reqiured to =OIertaAgnmrvntOf
aushornscr wd~ eaien ~'order
taprio nid ridcis
Thc buyer acrialI that there will be mwo
6than cubcnoracm warling
ontis prceaec thiz wor wil be *aerieLdpmovided a rnomapett: And
.wotk rnwld Ir asWeent e no place,
for

b) The Sell"r ahxll inart seanee of thiA
clausc including &it
pawagraph (h)in miy
subt6vr aipply %gmenin heo=udet i. to
which a labor I:R"p "it d&Ay the tisnely p rensof that
mcial rinat tch "ach vulatir upply
wgene
hof
provide thariin the emAent imelroy parforrnee is dtixytd or
Tbretened bT delry by =iachn) or pmventW et dimputr, the
b
vubticr Sellearha" irnmediabdyyn.Afy ita tiert ig ia Sler or
We
Selltats, a the ct: may kc ofiII zdevn mnlon;tion' with.,Hpxc

putchancy of -vffutLrieg om
KundaIrd cornmirca Artices nm
p". die
StIlet chAll not tubtomact:e any rta6oIr portion. of rabs
work encopaaIIed

9. PM76CM7asyRWo

It it colde
that this sawork masde forAte, ppmrnent And that
a11
lntreetus. propergt
n paet Eitam at i of Scloefix.1ne.
rK
AMl
cods inporion or in its comIalrebe (ornremain the property of
SreeFalnlfhcnro bcaopplcd hrrundeei'nyeat deiecd
;n gc&mrdanccArit1b qxcifiatiorus ordainx EmniRhed or ationteod by the
Purchasser ar ins Customner, sPmb innmx "hal nort be reproduced "sepc
with the rMovid of the Yurchmff and, at Applicible, GcaCwo=&'; id
ldrvuringp, phtInDraphx, data, softwar, and ot$ei-.teen material Or
inf!ortion supplied in contacc6in thanrt sh aaltne.
hall
emai
the propoey of ThevcacrorsCtmnandlac:rhrcd,
pmnqdy qspn rc- tRthe complettion, tanrntion ot ccrlAtion
of this order. In the evetm that SurrtFat defrulro on ionymoentnyr
eights would be granted to selmer
10. Tnnin dondurig
0,TmiainCon

ADEFAULTr- Tho llua4vser may trtinate tais oder or any putr
rtneof by vhie6fWli*tkx if (he Sellnn
a) faInt0 make dcelis or to ormnk# performane of im
cKitationa heareunder v;Iin rThe uatcig6d men
time
* oMrarec ridh thle #&ried schedulct uniml~ mch failure i. &V
to o of God, nie othmctavwih meyond te .Selcalr
contaol of the Seller.
b) ra4 to comply with thA erms ated coodftionas ofthe ctar
*order And does mit such kdait
not
rwithin a period oftean (10)
&dedOaftertrines, notice therecf.pirdct
to proceehsgsWideramty lw adttir(gtobast"wpy,
intol-tncy, or the relief of dcbtwen.
Should the Pur-hasaa elect to earm;taw kox 4ciwk tile Pbireb"Cer noay
rake p6icivion of a of mry the zortsa to be
of
Lk~d
hereund=
whd6 atv; ine Selleres poRmesion wuthoux regard to tag of
catniActuan ank cosntrilcto or tusnihe work to a completed On
ty
aut finya arer f eoet aiasaron~Axty
ion ma
adiditimnal coa,Es caflmm 6,curred laythe Puadhvcr o,rer and above
or
themidgin9dpunreepricet firont ie StAl,r pkm fceter RhAll for
be
the accourvy of sthe
Sam
..
In all evnkt the Purchaser shal not be or become Uablrc thde Serlme
or
amy third party dairning through or under the Seiler fat any portion of
the prie oa'any itarn thAi PanctAner ciects nor TO
accept Foallorving
noat of btanintitn for defhu)l.9-l
T'he Seller Aetna an deliver the itseni to be supplied lieexnder fore and
ti-r or AlD
urua, axcaets. andi Cimins acur, or nmelill mn
OF
and the larEert trayp wiAhol pynmti pending rede;pt of evidence9f(
in forra Ind vabsaftnce satisleoiy to itc f the ibneana of suach itrtna,
cl,rimo antd Ldorammv

12.

Goea

Ljtvr

'Mis lhirch9sc Order Arid Arty mtaterial vreaing thateto oWa be govItmed
by die lams ofi
Tesatem inted
whic
Th.sraebaa&al offk%mhnt isvu the
ordtt iAlocated.

if the Sencer srer tamy darrtiTes
should

AAs meult of antittuet
a
,inluiuwn in Any ninner due rowpeie lrag, on rte pae ofianother
msnutt,eur of Sacr th el sd=hAl pay ov&r ib thS Peaseas. Any
Aa Purelwne huasauffereda= aressul of the ga=i prie fi*ag within a
IvaamnalIlirime after- the da"tIxrmaecovered by ,Te Seller.
14.

Notieof brirputt%

inding tul rdx:I,nM inromaditan vith rexpeetheret. to &Ce
postlneer.

to Much
cliapure.

15, Indannity ~rurinafeContcaeovi/Slik
CorartVerWdor tai defend indenity and Wnzs Pa from
Street
any and all clahYsit,
in,Isc, drtapoa, cr rarlanItt, wlaether ca&n
Dd
or conuibubed Wa the ncgligraumo
by
&Sea Pax, imdimm.t
or
wamplaytex or otherwise. on ancount of.iohytiv to or dci1h of arny
And
alD.Perfo .Is vilort5ioet i"idvMGQAl
The
CqnraerVor,
trubeobctan rroftk*ytaifCnnkwtmfVado; the ftbeooaect.
arid, or Sut VLz6.Ha iA aid AD
dat,4r to Propetty to .d,mnsoee
bllo.E.unhi
d by rvend no,or i the aare,
euoa or enra f ln$tn ennirigrpia
erroo
i
2M ,re connetd wItas
erbs
unssid ef6ntrAc4 or
d lar dhis
clao rmction,hd e. in'y
re" of ordiuLg
the poso ace6dapMaxo FUe
Ifrfy
of
waesoefVerdc sub nru4 th~a~e.Or agrntsr upon or
in plria,ity in the pC~r of Se& xNqt8fnrigd
foregoing, notig heri cct, rsfa bootodaN an
ind"rel,fi
CiO tile sole tieg)igh of siiWat Pik
st
16. PubIlty

O
bapooaAeojvpvrdean
o
mnake
vpeedchr Aourt or ohecvise ptiblitize the Citrne ot- HcUpIc
of
tir Prch tOe. or Mel,
gmain
M t2;1g%;,laour rkil Tilthage
Ovrt withouit.firstxitin;I the -6dticortatit ofWEycr.
hc
procrager or nrutfacrued it iaWil i elafy&oct
the Buyer In conteztioan wtthpeformtance of dur dOnh'= rent4 b
used by The Buyer for cil pup Iosx:
elding th contant and to im
de
performnce without 6lit7hr tlarrefor to the Scbm
18, Graemal Noon
Sellr shal! fatevaer thia puchase order numnber on all doomenn
Andilm oaeyesndance related to dhis order

'fI aigmMat

below w.ill
crocutt: this coreIam

Bume - Pan

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Case 12:~J2
1:10-cv-00569-RJA

Document 6-2

PAuL ARGENTIEPI
Filed 07/09/2010

Page 13 of 16PAGE

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PAUL ARGBENTIERI
Filed 07/09/2010

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Case 1:10-cv-00569-RJA
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PAUL ARGENTIERI
Document 6-2
Filed 07/09/2010

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Page 15 of 16

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PAUL APGENTIEPI

60732461198

Case 1:10-cv-00569-RJA

Division of Corporations
ln,L.
wv,,

Document 6-2

Filed 07/09/2010

PAGE

Page 16 of 16

Offline Ser-vices

-

Page I of 2

ToAlOW

<Iaosm

14!oiraIa .sccrtIy I Cotota'I~
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Departmoent of Stato; Division of Co'rporationni

2009 Amended Annual Franchise Tax Report
You.rSevelan, 10 13 ME3661-S34009 TW fle n rlb e 383ilt once a Station In it sA,rad, oth SpJor1 V ond fIt-num,be, Ag nogdod to sign
on io thIn e oln gin, The Golon ID wl b
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AnrluQl Rupon In ow.
ri~,I.~.ub.Tnad pFmm olved.s nonry and lmruu
ad
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Marh
APQufedIC
FI@102
PlomaShiolthiyour Annual Rapnthas. alreadyboIo filed far the Tax Year 2001).
All latorm,tilon Provided onl tha max% m,r,ni.r,nugf r,poni on his will be rapinowd by fIf
You~ mullt"
Iir
All6%td aogain wen filing Uilmamended haporrl.In ImS
dbirroid farmn,

chil. Aended "Part,

Flia Nubr' 32358015
Corporptlan.Nam,e: FACESOOK INC,

F-

P

reatraI Employer MD:

Incrpoation Data: WrA2DD4

Agent Number: 9030014

Agent Wune,l: CORPORATIONJ SERVICE COMPANY
Street Addretui 2711 CENTERVILLE ROAD

SUITE 400

Clry: WsLMINGTODN
Ellen. DE

23p Codcs
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Attachment 2 – Proof of Facts

7

Proof of Facts
1.

Throughout the years 2001, 2002 and 2003, Paul Ceglia was developing an online database
of street intersection photographs that were eventually either hosted on Streetfax.com or
sold.

2.

Streetfax was a large online database with photos of the majority of intersections within a
specified city. The database was intended to aid insurance adjustors in investigating
automobile accidents.

3.

Throughout that period, Paul Ceglia would frequently post advertisements on Craigslist,
an online forum for qualified contractors, which included, but was not limited to, computer
programmers.

4.

Specifically, Paul Ceglia advertised for programmers who would be able to develop the
search engine feature on the Streetfax website to have two unique aspects: non-specific
term searching, and synonymous term linking.

5.

Those innovations were state-of-the-art at that time, and to Paul Ceglia's knowledge, were
not readily available in any code format at that time.

6.

In early 2003, Mark Zuckerberg responded to the Paul Ceglia's advertisement on Craigslist.

7.

Prior to the signing of the contracts with Mark Zuckerberg on April 28, 2003, Paul Ceglia
and Mark Zuckerberg engaged in multiple telephone and email conversations wherein
Paul Ceglia introduced to Mark Zuckerberg the specifications of a database and search
engine that could differentiate misspellings, non-specific term searching, and synonymous
term linking that Mark Zuckerberg initially refuted could be built or programmed.

8.

Paul Ceglia prevailed upon Mark Zuckerberg after several weeks of intensive debate by
proposing multiple formulas to Mark Zuckerberg about constructing the non-specific word
search engine. Prior to the signing of the contract, Paul Ceglia convinced Mark Zuckerberg
that the use of a specific mathematical formula could succeed in searching for non-specific
terms.

9.

At that moment in time, Mark Zuckerberg accepted the viability of Paul Ceglia's formula,
shared his enthusiasm about the coming project and offered to Paul Ceglia joint and equal
ownership interest in his business venture and continued development of a suitable
website for a project he was intending to initiate to the students of Harvard University and
with the working title of either “The Face Book.” or “The Page Book”. In addition, it was
further agreed that Paul Ceglia would also own 50% in the software, programming
language and business interests derived from the expansion of that service to a larger
audience.

10. Mark Zuckerberg offered, and Paul Ceglia agreed, to pay $1,000 for 50% ownership stake
in the “The Face Book” and to perform elements connected with the computer
programming work for the development of the site.

8

11. In addition, Paul Ceglia offered to hire Mark Zuckerberg and Mark Zuckerberg agreed to
perform the programming work for Streetfax in the amount of $1,000.
12. On April 28, 2003, Mark Zuckerberg and Paul Ceglia met in person at the Radisson Hotel in
Boston, Massachusetts.
13. At that meeting, Mark Zuckerberg signed a written agreement to be the software
programmer for Streetfax and simultaneously agreed that Paul Ceglia would have a 50%
ownership stake in “The Face Book”.
14. At that meeting, Paul Ceglia tendered a $3,000 cashier's check, dated April 25, 2003, from
the Community Bank NA, to Mark Zuckerberg and Mark Zuckerberg deposited the
cashier's check (for consideration that exceeded the written contractual requirements) into
his student checking account at Fleet Bank.
15. At that meeting, the parties also signed another contract entitled, “StreetFax Back-End
Technical Specification”, that had been previously prepared by Mark Zuckerberg.
16. The Facebook/Streetfax “Work for Hire” contract and the “StreetFax Back-End Technical
Specification” contracts were both signed in the lounge of the Radisson Hotel in Boston
MA.
17. Paul Ceglia's employee accompanied him on the trip and was an eye witness to the actual
signing of both contracts as well as to the handwritten modifications (interlineations)
contained therein.
18. Those agreements memorialized their understanding regarding Streetfax and “The Face
Book” projects. In pertinent part, that agreement provides the following: The
Purchaser/Buyer is Paul Ceglia. The Seller/Contractor is Mark Zuckerberg.
19. “The contract between the Purchaser and Seller as a Purchase agreement and “work made
for hire” reflects two separate business ventures, the first being for the work to be
performed directly for the Streetfax database and the programming language to be
provided by Seller.” (Contract page 1, par. 2)
20. “Second, it is for the continued development of the software, program and for the
purchase and design of a suitable website for the project Seller has already initiated that is
designed to offer the students of Harvard university access to a website similar to a live
functioning yearbook with the working title of “The Face Book”. (Contract page 1, par. 2)
21. “It is agreed that Purchaser will own a half interest (50%) in the software, programming
language and business interests derived from the expansion of that service to a larger
audience.” (Contract page 1, par. 2)
22. Buyer agrees to pay the seller the Sum of $1,000 a piece for the work to be performed for
Streetfax and $1,000 for the work to be performed for “The Page Book” (Contract page 1,
par. 3)
23. “The agreed upon project due date for the Streetfax software is May 31, 2003.” (Contract
page 1, par. 3)

9

24. “The agreed upon completion for the expanded project with working title “The Face Book”
shall be January 1, 2004 and an additional 1% interest in the business will be due the buyer
for each day the website is delayed from that date.” (Contract page 1, par. 3)
25. The agreement gave rise to an obligation for Mr. Zuckerberg to continue to develop and
program The Face Book.
26. The agreement gave rise to fiduciary obligations between Mr. Ceglia and Mr. Zuckerberg.
27. The agreement obligated Mr. Zuckerberg to deal fairly and honestly with Mr. Ceglia.
28. The agreement obligated Mr. Zuckerberg to act with the utmost loyalty.
29. After the agreement was signed, Mr. Zuckerberg and Mr. Ceglia never met in person again,
parted ways, and began their respective contractual obligations.
30. Lisa Simpson, counsel for Facebook Inc. and Mark Zuckerberg, on July 20th, 2010, in
Federal District Court in Buffalo, NY, before Judge Richard Arcara, made the following
admissions under questioning by Judge Arcara:
a.

“Mr. Zuckerberg did indeed have a contract with Mr. Ceglia.”

b.

“... agreed to code for Mr. Ceglia with respect to a project called Street Fax”.

c.

“Street Fax, F-A-X, which is actually one of the projects mentioned in the
document”

d. ”... with respect to the contract that we have in front of us, we have some serious
questions because there are many inconsistencies and many undefined terms and
things that don't make sense if you look at it on its face. Specifically, you'll see that
there's a mention in there of Facebook and then there's another mention in there of
Pagebook, and those are inconsistent. The consideration in the contract is directed
directly to Pagebook. There's no consideration at all in the contract that relates to
Facebook.”
e.

“Our client entered a contract with Ceglia.”

31. In an email dated September 2nd 2003, Mark Zuckerberg writes in part, “... Further, since
the plan involves more than one college, the name can't have Harvard in it and remains
unresolved. Additionally, both original names facebook.com and pagebook.com are
unavailable, so there is no actual domain name either. thefacebook.com and
thepagebook.com are both available but are clearly not a premium quality domain as they
are much harder to remember.”
32. That agreement gave Paul Ceglia a valid enforceable ownership interest in the Facebook.
33. That interest includes, but is not in any way limited to, Facebook's intellectual property
rights, advertising rights, current and future business interests.

10

34. That agreement explicitly gives Paul Ceglia an ownership interest in the software,
programming language, and business interests derived from the expansion of Facebook to
a larger audience.
35. In addition to the $3,000 cashier's check tendered on April 28, 2003, Paul Ceglia further
tendered to Mark Zuckerberg a check in the amount of $5,000 on August 4, 2003, that was
deposited in Mark Zuckerberg's Fleet Bank student checking account.
36. On November 16, 2003, Paul Ceglia received an email from Mark Zuckerberg requesting
$1,000, in additional funds, for the continued development of The Face Book website as
Mark Zuckerberg disclosed that there were two Harvard students (Winklevoss twins)
preparing a website to compete with The Face Book.
37. Paul Ceglia complied with the request for additional funds for The Face Book and mailed
$1,000 by Fed Ex dated November 27, 2003. The receipt of these additional funds for The
Face Book are acknowledged by Mark Zuckerberg in his follow-up email on Jan. 1st, 2004,
and were deposited in his Fleet Bank student checking account.
38. Mark Zuckerberg, under oath, at his June 22, 2006 hearing in the ConnectU lawsuit
admitted that he commingled his funds from Streetfax and The Face Book into his student
checking account at Fleet Bank.
39. The contract provided that Paul Ceglia was entitled to an additional 1% ownership interest
in the above mentioned property for each day after January 1, 2004, that the website was
not online.
40. On January 1, 2004, Mark Zuckerberg authored an email to Paul Ceglia acknowledging the
receipt of the $1,000, requests additional funding for The Face Book site, and for Paul
Ceglia to waive the penalty clause in their contract.
41. In an email authored on January 5, 2004 from Paul Ceglia to Mark Zuckerberg, Paul Ceglia
asks Mark Zuckerberg about the status of The Face Book site, and how he had spent the
additional $1,000.
42. In that same email, Paul Ceglia threatens to call Harvard and/or Mark Zuckerberg's
parents.
43. At that time and unbeknownst to Paul Ceglia, Mark Zuckerberg is on probation following
his violations of the Harvard privacy regulations when he created a website entitled
Facemash by hacking into the Harvard University's server and/or students information
without authority.
44. Facemash was a website created to allow Harvard students to vote on the appearance of
other students in a derogatory and sarcastic manner.
45. On January 6, 2004, Mark Zuckerberg authored an email to Paul Ceglia demanding that
any action by Paul Ceglia to call Harvard or his parents “would be seriously violating our
trust by doing so, ...” confirms that there existed a “fiduciary relationship” with Paul Ceglia
in their contractual and business relationship.

11

46. Unbeknownst to Paul Ceglia, on January 7, 2004, Mark Zuckerberg accepts $1,000 from
Eduardo Saverin for 30% of The Face Book.
47. On January 13, 2004, Paul Ceglia authored an email to Mark Zuckerberg agreeing with him
to utilize the database from Streetfax in order to facilitate the construction of The Face Book
site. “Mark, I got to thinking, seems like a fantastic idea to use the database we built
already, there is really no way you could rebuild something that could work as well.”
48. To illustrate the defect in MySpace and Paul Ceglia's contribution with the superior search
engine for The Face Book, Paul Ceglia asks Mark Zuckerberg to attempt to spell twenty
names of students he attended high school with on MySpace in order to see for himself the
disadvantage of the specific spelling requirements of MySpace that The Face Book would
eliminate.
49. With permission, Mark Zuckerberg utilized the database created for StreetFax, which was
and is the intellectual property of Paul Ceglia.
50. Mark Zuckerberg in his email to Paul Ceglia on January 16, 2004, states, “I'll check into it
and see how easily we could modify the script, I think you are right though and that it
could manage people just as well as it manages street intersections.”
51. On January 14, 2004, Mark Zuckerberg purchases the domain name “TheFaceBook.com”
from monies received from Paul Ceglia.
52. On February 2, 2004, Mark Zuckerberg authored an email to Paul Ceglia complaining
about the penalty clause in the contact stating that, as it was presently constituted at that
time, Paul Ceglia would own over 80% of the company (Facebook). Mark Zuckerberg gives
Paul Ceglia an ultimatum that he would not launch the site until and unless, “you drop the
penalty completely and that we officially return to 50/50 ownership.”
53. On February 3, 2004, Paul Ceglia authored an email to Mark Zuckerberg agreeing to
remove the penalty clause and share 50/50 ownership in The Face Book.
54. On February 4, 2004, Mark Zuckerberg authored an email to Paul Ceglia confirming the
launch of their website “thefacebook.com.” and states, “I'll let you know how it goes.”
55. Prior to the launch of the Face Book site, Paul Ceglia was the progenitor of the business
expansion model for the software of The Face Book as a free site versus Mark Zuckerberg's
idea of charging $29.95 per month for Harvard students.
56. In addition, Paul Ceglia promoted that The Face Book site go city to city rather than being
limited to Harvard and/or the other Ivy League schools.
57. Mark Zuckerberg refused to give Paul Ceglia access to the website stating that he would
have to have a harvard.edu address to get beyond the home page.
58. In his last email authored by Mark Zuckerberg to Paul Ceglia on July 22, 2004, Mark
Zuckerberg attempts to induce Paul Ceglia to accept a refund in the amount of $2,000 that
Paul Ceglia had previously invested in Facebook by lying when he states, “Another
summer is here and I still don't have any time to build our site ...”

12

59. Mark Zuckerberg intentionally lied to Paul Ceglia about his actions and the success of
TheFaceBook.com.
60. Mark Zuckerberg's email of July 22, 2004 was an outright fraud, as he, among other things,
attempted to use his Harvard email address, rather than his Facebook email, to mislead
and conceal the truth that Facebook was exploding within it's confined circles.
61. Also at that time, and unbeknownst to Paul Ceglia, Mark Zuckerberg was in the process of
incorporating in the State of Delaware when he intentionally made false representations to
conceal his intent to defraud Paul Ceglia out of his 50% ownership in Facebook.
62. On July 29th 2004, Mark Zuckerberg Breaches the contract with Paul Ceglia by denying him
his ownership interest in Facebook Inc.
63. For several months, Mr. Zuckerberg failed to deliver to Mr. Ceglia his rightful ownership
share.
64. Under testimony given on June 22nd 2006, Mark Zuckerberg admits to having backdated at
least one document.
65. On July 29, 2004, Mr. Zuckerberg, Mr. Moskovitz, and Mr. Saverin formed The Facebook,
Inc. in the State of Delaware.
66. On January 7, 2005, Mr. Zuckerberg, signs the First Amended and Restated Certificate of
Incorporation of the The Facebook Inc. in the State of Delaware.
67. On March 31, 2005, Mr. Zuckerberg, signs the Second Amended and Restated Certificate of
Incorporation of The Facebook Inc. in the State of Delaware.
68. At some time after the formation of Facebook, Inc., Mr. Zuckerberg assigned his rights and
alleged property in Facebook to The Facebook, Inc.
69. Upon information and belief, that assignment included property that rightfully belonged
to Mr. Ceglia.
70. Mr. Zuckerberg made that assignment without notifying Mr. Ceglia.
71. Mr. Zuckerberg knew that the property he was purporting to assign to The Facebook, Inc.
rightfully belonged to Mr. Ceglia, as evidenced by the email sent one week before on July
22, 2004, wherein Mr. Zuckerberg offers to repay Mr. Ceglia for his Facebook interest.
72. Mr. Zuckerberg knew he was violating his contract with Mr. Ceglia when he assigned
those rights to The Facebook, Inc.
73. Mr. Zuckerberg knew he was violating his fiduciary duties to Paul Ceglia.
74. Since the time of that incorporation, Facebook, Inc. has remained a privately held
company, making its ownership interest largely unknown.

13

75. However, upon information and belief, Mr. Zuckerberg breached his agreement with Mr.
Ceglia by continuing to give ownership interests to new investors.
76. Since Mr. Zuckerberg's assignment to Facebook, Inc., it has become one of the world's
most successful business ventures.
77. Currently, Facebook has more than 500 million users.
78. Moreover, Facebook and the proprietary rights connected to Facebook are valued at
billions of dollars.

14

Attachment 3 – Oral Arguments 7-20-10

15

EXHIBIT H

Ceglia: Facebook planted a fake contract on my computer
By John Anderson
Daily Reporter
Posted A ug 1 7 , 201 1 @ 06:51 AM
Last update Aug 1 7 , 201 1 @ 03:48 PM
BUFFALO — After Facebook attorney s filed their “smoking gun” against Paul Ceglia, it appeared
the civ il case seeking ownership of Mark Zuckerberg’s social network would be dismissed today
‘Senseless act’ in Cuba: Man in district court in Buffalo.

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School - Wellsv ille, NY Wellsv ille Daily Reporter

“I believ e based on the fact that (Facebook attorney ) Orin Sny der argued almost ex clusiv ely for
my parents computers, the location where the so called ‘image’ was discov ered that either Orin
Sny der is clairv oy ant and had a premonition that his ‘smoking gun’ was on my parents computer
or he knew in adv ance that it was planted there,” said Ceglia, “perhaps by Zuckerberg himself
and perhaps by Orrick, the firm Eduardo Sav rin accused of conspiring with Zuckerberg to
depriv e him of his shares during his case. If that is the case then they are subornating perjury
and conspiring along with Zuckerberg to protect the empire and this time they are going to get
caught — Eduardo Sav rin, the bus is rolling, just needs a little push from the sidelines.”

From the Web

Ceglia and his Hornell attorney , Paul Argentieri originally filed a civ il suit with a “Work For Hire”
contract with Zuckerberg for Facebook along with canceled checks.

Drunk Wom an Hands Ov er
Car Key s to Boy friend &
Faces 3 0 Years in Prison for
It! (The Stir By CafeMom )

On Monday night, Facebook attorney s filed a pix ilated image that looks the same but is for a
company Ceglia was once a part of called ‘Street Fax .” This contract had no mention of
Facebook.

Thirteen-Year-Old Kansas
Boy Set on Fire (Bangsty le)

“This ‘image’ they claim is the original is forged and we will prov e it has no authenticating
properties what so ev er,” Ceglia wrote in an e-mail to the Daily Reporter. “I would hav e
ex pected more from him and his henchmen. We hav e known about this photoshopped ‘image’
for some time and I willingly handed it ov er to them, now they claim it is the original. Oh
brother ... it just keeps getting weirder and weirder.”

Jam es: Mem ories of
trium ph, tragedy for
Danica Patrick at Las Vegas
Motor Speedway (espnW)
Ceglia then took shots at Zuckerberg, the first time since he said “It’s on like Donkey Kong.”
What's this?

Ceglia said, “We'v e now waited weeks past when we were due to get the 1 7 5 emails from
Zuckerberg, supposedly because they were afraid that I might use them, as if it was I that needed
additional support for my side of the case. Me, a guy that has limited computer knowledge, they are concerned about, but
the fact that Mark has now had more than two weeks to do the v ery same thing... hav ing had all my emails to read so that he
can make his sound like a better narrativ e is ignored and I hav e to trust that he, the admitted forger, isn't activ ely switching
his emails around to counter mine? Weirder and weirder.
Sponsored content

“History will record y ou as the only billionaire to hav e ev er lost his empire to a Tiff image,” Ceglia added.
Ceglia also said he is looking for more legal help and that he is worried Zuckerberg will take Facebook public.
“Y ou won't go public Mark, y ou won't IPO, y ou won't pass go,” said Ceglia. “I won't let y ou sell this company out from under
me not while I hav e the power to stop y ou.
“We hav e conclusiv e proof Mark is ly ing and (is) searching for more,” Ceglia continued. “Any one with some legal or
technical ex pertise that would like to help us nail him down for good is welcome to join in at PaulsCase.com.”
Ceglia also touched on his past drug arrest and legal battles with the state ov er his wood pellet business.
“ ... Surely my arrest for mushrooms 1 4 y ears ago or the fact that I fell behind on wood pellet orders that hav e long since
paid back is irrelev ant compared to the more damning and far more on point ev idence that Zuckerberg is an admitted forger
and an admitted hacker, y et a read of the major media outlets shows what most people know already , that our ‘Free Press’
slant the news to the big boss's v iews. A lux ury afforded the Billionaires of this world that clearly hav e their own agendas.
Perhaps calling them out like this will force some two sided cov erage of the story ,” Ceglia wrote in his e-mail. “Zuckerberg
reminds me a great deal of the great Edward J Smith, captain of the Titanic, ignorant of the conditions surrounding him he
arrogantly continues onward until the moment he hits the iceberg. Y ou'v e hit y our Iceberg now bud so don't come to
Ireland again, this time cry ing to me that y ou hav e to protect y our image.”
Ceglia then came up with a new nickname for Zuckerberg’s attorney .
“What I can tell y ou is, before the testing it was Orin "King Kong" Sny der beating his chest with ‘amateurish forgery ’ claims on

the original paper contract, now that they hav e tested it, suddenly we hear no more about that, though y ou will be hearing a
lot from us on it in the coming months,” Ceglia wrote. “Suddenly there are requests for a second round of ink testing, clearly
outside the court order for ex pedited discov ery and I don't think it takes much to conclude that they wouldnt need more ink
if the first batch they took showed a "real" smoking gun as they claimed it would.
“Instead they continue to make up their defense as they go along and now talk about this ‘image’ and since Mark has now
officially claimed that is the original then I'm happy to be the first to say — Mark Zuckerberg has admitted to forgery and he
has done it once again. This time though he isn't just going to get away with it and buy himself out, y ou will face a jury of o ur
peers Mark, and y our PR team won't be there to sav e y ou.”
In conclusion, Ceglia, who watched the mov ie, “The Social Network,” based on the history of Facebook, said, “To adopt a
line from the mov ie — 7 50 million dollars isn't cool Mark, y ou know what 's cool? 7 50 million users is cool.”
Copy r ig h t 2 0 1 1 W ellsv ille Da ily Repor t er . Som e r ig h t s r eser v ed

EXHIBIT I

FriendiRIJ Facebook

Exclusive: Paul Ceglia says Facebook is doing the
forgery
By Emil ProtaIinski I August 16, 2011, 3:43pm PDT

Summary: Following Facebook's accusations offorgery, courtroom adversary
Paul Ceglia fires back as he looks to open source his lawsuit through a wiki.

Source: Paul Ceglia
Paul Ceglia" a man in a heated lawsuit with Facebook, wants his side heard.
The problem is Ceglia is fighting an uphill battle in the believability
department and rambles through diatribes. Nevertheless, Ceglia is forging
ahead in his Facebook battle and believes he can overcome the odds.
After my last article, "Facebook: Ceglia's contract. doesn't even mention
Facebook", a man claiming to be Paul Ceglia contacted me via email. He
a.sked.me if I wanted to get his side of the stol'Y. I agreed and he sent me a
long reply (the full1,147-word email is posted at the bottom).

Will the real Paul Ceglia please stand up?
Verifying Ceglia's identity was a bit tricky. He's in Ireland now and I couldn't
exactly meet him in person. It's also difficult to pelt him with questions since
much of his background is public record. Via cell phone numbers, pictures
sent to us, and two phone conversations, we have enough confidence that it's
him. He refused to do a Skype call and used a wonky PC excuse not to have
one. Regardless, Ceglia is either very emotional and convinced he owns a
significant chunk of Facebook or is simply a very good actor.
After the initial contact, I was not sure if this was the real Paul Ceglia; it
could easily be Facebook playing games with a journalist, an impostor (such
as someone who hates Facebook), or even someone at Facebook with his or
her own agenda. He suggested that he would send me an image of himself
with the words "Hi Emil" on a piece of paper. 15 minutes later, I received a
text message from "3538xxxxxxxx" that said "Hey emil. Pic wont seem to
send."
His number helped his case: 353 is the area code for Ireland, and typically
cell phone numbers start with an 8x for a more local area code, followed by
seven numbers. Unfortunately, not getting a picture was unacceptable - he
said he was having trouble sending it as a text message and also wasn't sure
how to transfer it to a computer to send via email.
I suggested he email it directly from his phone instead, and he agreed.
Another 15 minutes later, and I was looking at a very blurry image that
looked like a man holding a piece of paper with the words "HI EMIL"
scrawled on. I asked for a better picture, and I got it a little later, though it
was still a little blurry. The picture matched other photos on the Web of
Ceglia.
I asked him if we could talk on the phone and tried calling him. He didn't
pick up. I em ailed him again. Thirty minutes later, he called me. We chatted,
I asked him a few questions, and he told me about how the media published
everything Facebook said like it was the gospel. He said it was much harder
for him to get his side of the story out.
Finally, Ceglia chatted with ZDNet's editor, Larry Dignan, and had a largely
off the record chat. He then sent me a third picture taken some time in the

last three days with a digital camera (as opposed to a cell phone camera),
which you can see at the top right of this article (click to enlarge).

What Ceglia told me
Ceglia's main argument appears to be that the original "authentic contract"
Facebook says it found is really just a Photoshopped image the company
planted on his computer. He says he and his lawyers reportedly knew about it
for some time and willingly handed it over to Facebook. He declares that his
team will prove the image in question "has no authenticating properties
whatsoever."
Ceglia speculates it could have been Zuckerberg himself, or the US law firm
Orrick, Herrington & Sutcliffe that may have done the alleged dirty work. He
also says Facebook co-founder Eduardo Savrin accused Orrick of "conspiring
with Zuckerberg to deprive him of his shares during his case."
Facebook's adversary then goes on to call Zuckerberg "an admitted forger and
an admitted hacker" and explains this is true "not because he feels compelled
to tell the truth, like ever, but because he carelessly wrote as his home
address on the document he was forging an address that he didn't know
about or move to until more than a year after the document was supposedly
written!"
Last but certainly not least, Ceglia says he has conclusive proof that
Zuckerberg is lying. He said that anyone with some legal expertise or
technical expertise willing to help "nail him down for good" is welcome to
join at PaulsCase.com, which requires registration. Via the PaulsCase wiki,
Ceglia is trying to open source his lawsuit. His current lawyer is on an
interim basis and Ceglia is looking for a more "collaborative" law firm to
work with him.
A few other things he goes on record to say:
"Mark Zuckerberg has admitted to forgery and he has done it once
again."
"This time though he isn't just going to get away with it and buy himself
out, you will face a jury of our peers Mark, and your PR team won't be
there to save you."

"History will record you as the only billionaire to have ever lost his
empire to a Tiff image."
''You won't go public Mark, you won't IPO, you won't pass go. I won't let
you sell this company out from under me not while I have the power to
stop you."
"Zuckerberg reminds me a great deal of the great Edward J Smith,
captain of the Titanic, ignorant of the conditions surrounding him he
arrogantly continues onward until the moment he hits the iceberg.
You've hit your Iceberg now bud so don't come to Ireland again, this
time crying to me that you have to protect your image."
"750 million dollars isn't cool Mark, you know what's cool? 750 million
.
users IS coo1"
...
Last week, Facebook said it found "smoking-gun evidence that the purported
contract at the heart of this case is a fabrication." When Facebook's lawyers
asked for a resubmittal of a document to the court due to improper redaction,
it turned out the blacked out text referred to an "authentic contract" and
"storage devices" that Facebook says Ceglia is intentionally hiding from the
company, in violation of a court order.
Originally, Ceglia's lawyers said the "authentic contract" is shielded from use
in the lawsuit because it is designated as "confidential" under the rules of an
agreement between the two parties. Facebook then asked Judge Leslie
Foschio of the US District Court in New York City to overrule that
designation. Foschio agreed and ordered Paul Ceglia to hand over documents
Facebook says proves he forged the 2003 contract.
As for the "storage devices," Facebook now says that forensic data shows

evidence of six USB devices, which it argues were likely used to modify the
authentic contract. The company's lawyers say at least one of those devices
includes a folder called "Facebook Files" and an image called "Zuckerberg
Contract page1.tif." Facebook believes that image is the page of the contract
that was forged to include mention of an investment in the social network.
Facebook acknowledges that Ceglia hired Zuckerberg to work for his
StreetFax company in April 2003 while Zuckerberg was a freshman at
Harvard. Ceglia first legally attacked Facebook in July 2010, saying the
contract also included $1,000 initial funding for Facebook, and that he's

entitled to more than half of the social networking giant. That last part
Facebook is obviously disputing.
Facebook insists Ceglia is a known con artist. Ceglia, as has been welldocumented, has a history of forgery. Since he first filed suit, Ceglia has been
dropped by at least four law firms. He is now reportedly living in Galway,
Ireland, but the lawsuit is continuing. Ceglia, who called ZDNet from Ireland,
maintains that he has been unfairly painted as a con artist.
Below is the full email Ceglia sent to me, with original spacing, spelling, and
grammar errors left intact:
We have known about this photoshopped "image" for some time and
i willingly handed it over to them, now they claim it is the original
and that there are other files I'm intentionally not handing over,
when I gave over their doctored page 1.. It's laughable ... they make
this stuff up as they go along.
I believe based on the fact that Orin Snyder argued almost
exclusively for my parents computers, the location where the so
called "image" was discovered that either Orin Snyder is clairvoyant
and had a premonition that his "smoking gun" was on my parents
computer or he knew in advance that it was planted there. Perhaps
by Zuckerberg himself and perhaps by Orrick, the firm Eduardo
Savrin accused of conspiring with Zuckerberg to deprive him of his
shares during his case. If that is the case then they are subomating
perjury and conspiring along with Zuckerberg to protect the empire
and this time they are going to get caught. Eduardo Savrin, the bus is
rolling, just needs a little push from the sidelines.
It is obvious that these major outlets continue to protect Mark and
his "new image". He is an admitted forgerer, he was forced to admit
it under oath, not because he feels compelled to tell the truth, like
ever, but because he carelessly wrote as his home adress on the
document he was forging an address that he didnt know about or
move to until more than a year after the document was supposedly
written! A rational person would think I need not say more, and that
surely my arrest for mushrooms 14 years ago or the fact that I fell
behind on wood pellet orders that have long since paid back is

irrelevant compared to the more darning and far more on point
evidence that Zuckerberg is an admitted forger and an admitted
hacker, yet a read of the major media outlets shows what most
people know already, that our "Free Press" slant the news to the big
boss's views. A luxury afforded the Billionaires of this world that
clearly have their own agendas. Perhaps calling them out like this
will force some two sided coverage of the story.
We've now waited weeks past when we were due to get the 175
emails
from Zuckerberg, supposedly because they were afraid that I might
use them, as if it was I that needed additional support for my side of
the case. Me, a guy that has limited computer knowledge, they are
concerned about, but the fact that Mark has now had more than two
weeks to do the very same thing ... having had all my emails to read
so that he can make his sound like a better narrative is ignored and I
have to trust that he, the admitted forger, isnt actively switching his
emails around to counter mine??!!! wierder and wierder.
Zuckerberg reminds me a great deal of the great Edward J Smith,
captain of the Titanic, ignorant of the conditions surrounding him
he arrogantly continues onward until the moment he hits the
iceberg. You've hit your Iceberg now bud so don't come to Ireland
again, this time crying to me that you have to protect your image.
History will record you as the only billionaire to have ever lost his
empire to a Tiff image.
This "image" they claim is the original is forged and we will prove it
has no authenticating properties what so ever. I would have
expected more from him and his henchmen.
You won't go public Mark, you won't IPO, you won't pass go. I won't
let you sell this company out from under me not while I have the
power to stop you.
We have conslusive proof Mark is lying and we are searching for
more, anyone with some legal or technical expertise that would like
to help us nail him down for good is welcome to join in at

PaulsCase.com
What I can tell you is, before the testing it was Orin "King Kong"
Snyder beating his chest with "amateurish forgery" claims on the
original paper contract, now that they have tested it, suddenly we
hear no more about that, though you will be hearing a lot from us on
it in the coming months. Suddenly there are requests for a second
round of ink testing, clearly outside the court order for expedited
discovery and I don't think it takes much to conlude that they
wouldnt need more ink if the first batch they took showed a "real"
smoking gun as they claimed it would.
Even some of their experts have come under fire from their own
colleagues for the false or misleading testimony they gave. (see the
linguistics expert publicly outted by the president of the linguistics
society)
Instead they continue to make up their defense as they go along and
now talk about this "image" and since Mark has now officially
claimed that is the original then I'm happy to be the first to say"Mark Zuckerberg has admitted to Forgery and he has done it once
again." this time though he isnt just going to get away with it and
buy himself out, you will face a jury of our peers Mark, and your PR
team won't be there to save you.
To adopt a line from the movie750 million dollars isnt cool Mark, you know what's cool? 750
million users is cooL ..
Some unrelated opinions ...
From the Arab Spring to the riots of London last week, I see that
social networks are the peoples tools to not only talk about how
bored we are today, or to worry about everyone seeing that last
photo we put up, but also when users are oppressed somewhere and
realize it, it obviously can be used to overthrow tyranny and
outmanuever the forces that protect the establishment. It's become
the peoples voice and a powerful tool to unite the masses. It's a tool

that deserves to stay in the hands and control of the people.
I'm starting to have all sorts of opinions as to what I'll do when I'm
at the helm. Some might call it delusions of self grandure, you can
call me what you like but if Thomas Jefferson was right and that"all tyranny needs to gain a foothold is for people of good conscience
to remain silent" then in good conscience when I'm at the helm I
won't let any government have the power to silence it's citizens,
especially during an uprising. Money has never been my interest in
this case, most of the lawyers for sure, but for me the network is
what is important, we have a lot of tyrants to rid ourselves of in this
world and a lot of inappropriate pictures to share with our singular
circle of friends but as Michael Franti says ..we won't stop .. and I
won't quit ...
Facebook gave me a standard "No comment" response when I asked for a
statenlent in regards to this article.
Kick off your day with ZDNet's daily e-mail newsletter. It's the freshest tech
news and opinion, served hot. Get it.
Facebook, Billionaire, Forgery, Tool, Conscience, Zuckerberg, Mark,
Productivity, E-mail, IPO, more +

EXHIBIT J

EXHIBIT K

The Harvard Crimson | Hundreds Register for New Facebook Website

February 09, 2004

Hundreds Register for New Facebook Website
Facemash creator seeks new reputation with latest online project
By Alan J. Tabak, CRIMSON STAFF WRITER
When Mark E. Zuckerberg ’06 grew impatient with the creation of an official universal Harvard facebook, he decided to take matters into his
own hands.
After about a week of coding, Zuckerberg launched thefacebook.com last Wednesday afternoon. The website combines elements of a standard
House face book with extensive profile features that allow students to search for others in their courses, social organizations and Houses.
“Everyone’s been talking a lot about a universal face book within Harvard,” Zuckerberg said. “I think it’s kind of silly that it would take the
University a couple of years to get around to it. I can do it better than they can, and I can do it in a week.”
As of yesterday afternoon, Zuckerberg said over 650 students had registered use thefacebook.com. He said that he anticipated that 900
students would have joined the site by this morning.
“I’m pretty happy with the amount of people that have been to it so far,” he said. “The nature of the site is that each user’s experience
improves if they can get their friends to join it.”
But Director of Residential Computing Kevin S. Davis ’98 said that the creation of a Harvard facebook was not as far off as Zuckerberg
predicted.
“There is a project internally with computer services to create a facebook,” Davis said. “We’ve been in touch with the Undergraduate Council,
and this is a very high priority for the College. We have every intention of completing the facebook by the end of the spring semester.”
Davis said that the principle complication with the creation of an official facebook was figuring out how to design an interface so that
directory information could not easily be compiled without authorization.
Zuckerberg’s site allows people with Harvard e-mail addresses to upload their pictures and personal and academic information. Just as with
the popular website Friendster, which Zuckerberg said was a model for his new website, members can search for people according to their
interests and can create an online network of friends.
Lisa H. Feigenbaum ’04 said that she joined thefacebook.com because it provided an open alternative to the password-protected House
facebooks.
“If there was a situation where you needed to identify someone for an organization or a meeting, it would be very helpful,” she said.
Zuckerberg said that the most innovative feature of the site is that people can search for other students in their classes so that they can branch
out to form friendships and study groups.
“If you’re in a class where you don’t vknow anyone and want to ask somebody for help, this is a way to find out the names of people in that
class,” said thefacebook.com user Roberto C. Acosta ’05.
Zuckerberg said that the extensive search capabilities are restricted by a myriad of privacy options for members who do not want everyone to
be able to look up their information.
“There are pretty intensive privacy options,” he said. “You can limit who can see your information, if you only want current students to see
your information, or people in your year, in your house, in your classes. You can limit a search so that only a friend or a friend of a friend can
look you up. People have very good control over who can see their information.”

Page 1 of 2

The Harvard Crimson | Hundreds Register for New Facebook Website

Zuckerberg said that he hoped the privacy options would help to restore his reputation following student outrage over facemash.com, a
website he created in the fall semester.
Using without permission photos from House facebooks, Facemash juxtaposed the pictures of two random Harvard undergraduates and asked
users to judge their physical attractiveness. The website drew the ire of students and administrators alike, and Zuckerberg shut it down within
days of the initial launch.
In addition to the privacy options, Zuckerberg added security features to thefacebook.com that he said will ensure that only the owner of a
particular Harvard e-mail account can upload information to the website.
When a person registers to join thefacebook.com, a program checks to make sure that the name of the prospective member matches up with
the entered e-mail address. Next, a confirmation message is sent to the e-mail account, and the account is finally activated if and when the
owner of the account clicks on an encrypted link back to thefacebook.com.
Zuckerberg said that he was also careful to avoid the potential copyright infringement charges that landed him before the Administrative
Board after the creation of Facemash.
“Facemash was a joke, it was funny, but at its root it had its problems—not only the idea, but the implementation. It was distributing materials
that were Harvard’s. I was very careful with [thefacebook.com] to make sure that people don’t upload copyrighted material,” he said.
Davis said that thefacebook.com is not necessarily in violation of any Harvard rules.
“There’s nothing inherently wrong with a third party site on which students choose to create a personal network,” Davis said. “If there was a
third party site on which students uploaded course syllabi or videos, that could potentially become a property issue with the University.”
Zuckerburg said thefacebook.com has no such capabilities and does not violate University rules.
While Zuckerberg promised that thefacebook.com would boast new features by the end of the week, he said that he did not create the website
with the intention of generating revenue.
“I’m not going to sell anybody’s e-mail address,” he said. “At one point I thought about making the website so that you could upload a resume
too, and for a fee companies could search for Harvard job applicants. But I don’t want to touch that. It would make everything more serious
and less fun.”
—Staff writer Alan J. Tabak can be reached at [e-mail].

Page 2 of 2

EXHIBIT L

[TRANSCRIPTION OF .TIF DOCUMENT BY GIBSON DUNN PERSONNEL]
General Conditions of Purchase

STREET FAX
SECTION 1 - GENERAL PROVISIONS
1.
Definitions
The following terms have the meaning specified when used
herein:
PURCHASER - Street Fax Inc.
CONTRACTOR/SELLER - The entity, as agents, employees,
suppliers, or sub-contractors, furnishing materials, equipment, or
services hereunder, as identified on Purchase Order.
CUSTOMER - the entity contracting for construction or other
services from Purchaser or which the goods and/or services
provided hereunder are for incorporation into the work or are
required to facilitate completion of Purchaser's contract with such
entity.
PRIME CONTRACT - The contract between Purchaser and
Customer and all provisions, specifications and drawings
referenced therein.
2.
Entire Agreement
The contract between the Purchaser and Seller shall consist of
and be contingent upon the Seller's acceptance of the Purchase
Order, the provisions written on the face thereof, all provisions,
specifications, and drawings referred to therein and these printed
terms and conditions with appendices. In the event of conflict
between the provisions written on the face of this Purchase Order
and those contained in these printed terms and conditions, the
provisions written on the face of the Purchase Order shall prevail.
This Purchase Order shall not be modified either orally or by
failure of either party to enforce their rights hereunder. It is a
condition of this Purchase Order that provisions printed on or
otherwise contained in any questions, order acknowledgement,
shipping document, or other instrument of the seller shall be of
no force or effect.
3.
Payment Terms
No insurance or premium charges or price increases will be
allowed unless authorized by Purchaser in writing. No increase in
price from that stated on the face hereof will be considered
throughout the duration of the order.
The Agreed upon Costs that the Seller and the Buyer have agreed
upon are as follows: Buyer agrees to pay seller the Sum of $3,000
at the onset of this contract. The Buyer agrees to pay seller $2,000
on the due date of the project, and upon completion Buyer agrees
to pay seller an additional $13,000 US dollars within Thirty days
of delivery of the Final approved program. Late fees are agreed to
be a 5% deduction for the seller if project is not completed by
due date and an additional 1% deduction for each day the project
is late thereafter. Buyer agrees to pay a 3.5% late fee per month
on the balance owed the seller and further agrees to pay a
maximum of $2,000 per month to seller or acknowledge that
failure to comply will result in the seller having the right to offline
the site Streetfax.com and remove his program.
The Agreed upon project due date is May 31, 2003.
4.
Changes
a)
BY PURCHASER - Purchaser agrees that no further
revision shall be implemented until or unless approved by seller.
Those revisions shall be transmitted for written approval to seller.
b)
BY SELLER - The Seller agrees that no further revision
shall be implemented until or unless approved by Street Fax.
Those revisions shall be transmitted for written approval to the
Street Fax Purchasing Department.

5.
Purchaser’s Property
Does not include the price of renting the server, and registering
VeriSign and SSL. The Buyer agrees to incur these expenses in
addition to the price of the contract, and will maintain control of
these services at all times.
Data, drawings, tooling, patterns, materials, specifications, and
any other items or information supplied to Seller under this order
are the property of the Purchaser and must be returned upon
completion of this order. Such items or information are to be
used solely in the performance of the work by the seller and shall
not be used or disclosed for any other purpose whatsoever
without Purchaser's prior express written consent.
6.
Settlement of Controversies
In the event that this purchase order is for materials or equipment
which will be incorporated in the Customer’s work under the
Prime Contract, and in the case of disputes between the
Purchaser and the Customer or between the Purchaser and the
Seller regarding materials or equipment to be furnished by the
seller, the Seller agrees to be bound to the same extent that the
Purchaser is bound by the terms of the Prime Contract, and by
any and all decisions and determinations made thereunder,
provided that the Seller shall have the right to participate in the
settlement of any dispute with the customer to the extent that the
Seller will be affected thereby.
No interest shall accrue on any payment(s) otherwise due the
Seller, which is withheld or delayed as a result of any such dispute,
except to the extent that the Purchaser is ultimately paid interest
on monies due the Seller. The Seller shall not be held liable if the
Seller follows instructions of the Purchase and it is later
determined that the Purchaser's instructions were not in
compliance with the terms and specifications of the Prime
Contract. Pending final disposition of a dispute hereunder, the
Seller shall carry on the work unless otherwise agreed in writing
by the Purchaser.
In all instances the final authority should rest with the final
Specifications.
7.
Patent Indemnity
Purchaser hold seller harmless for any infringement sellers work
may constitute on patents held by any third party that result from
the direct request for work made by purchaser in this “work made
for hire” agreement.
The Seller hereby agrees to be responsible for all claims against
the Purchaser of the Customer for alleged infringement of patents
by reason of the Purchaser's or Customer's possession, use, or
sale of any materials or equipment furnished hereunder by the
Seller or by reason of the performance of any work hereunder by
the Seller. The Seller agrees to defend at its sole expense all suits
against the Purchaser and/or the Customer and to save and hold
harmless the Purchaser and the Customer from and against all
costs, expensed, judgments, and damages of any kind which the
Purchaser or the Customer may be obliged to pay or incur by
reason of any such alleged or actual infringement of a patent or
patents. The Purchaser and the Customer agree to render
whatever assistance it reasonably can in the way of information
and access to records for the defense of any such suit. This
indemnity shall not extend to alleged or actual infringements
resulting from the Seller's compliance with the Purchaser's or
Customer's design, instructions, processes, or formulas provided,
however, that the Seller agrees to be responsible if it is reasonable
to assume that the Seller should have been aware of a possible
alleged or actual infringement resulting from the Purchaser's or

[TRANSCRIPTION OF .TIF DOCUMENT BY GIBSON DUNN PERSONNEL]
Customer's design, instructions, processes, or formulas and fails
to notify the Purchasers of such possibility.
8.
Assignment of Subcontracting
Neither this order nor any rights, obligations, or monies due
hereunder are assignable or transferable (as security for advances
or otherwise) without the Purchaser's prior written consent, and
except as to purchases of raw materials or standard commercial
articles or parts, the Seller shall not subcontract any major portion
of the work encompassed by this order without the Purchaser's
prior written approval. The Purchaser shall not be required to
recognize any assignment or subcontract made without its prior
written consent.
The buyer accepts that there will be two other subcontractors
working on this project their work will be accepted provided a
noncompete and "work made for hire agreement" are in place.
9.
Proprietary Rights
It is acknowledged that this is a work made for hire agreement
and that all intellectual property rights or patent rights are that of
StreetFax Inc. All code in portion or in its complete form remains
the property of StreetFax Inc. If the items to be supplied
hereunder have been designed in accordance with specifications
or data furnished or originated by the Purchaser or its Customer,
such items shall not be reproduced except with the approval of
the Purchaser and, as applicable, its Customer and all drawings,
photographs, data, software, and other written material or
information supplied in connection therewith shall at all times
remain the property of the Purchaser or its Customer and be
returned promptly upon request at the completion, termination or
cancellation of this order. In the event that StreetFax defaults on
it payment terms rights would be granted to seller.
10.

Termination
A. DEFAULT - The Purchaser may terminate this order
or any part thereof by written notice if the Seller:
a) fails to make deliveries or to complete performance
of its obligations hereunder within the time
specified or in accordance with the agreed
schedules unless such failure is due to acts of God,
strike or other causes which are beyond the control
of the Seller.
b) Fails to comply with the terms and conditions of
the purchase order and does not cure such failure
within a period of ten (10) calendar days after
written notice thereof.
c) Makes an assignment for the benefit of creditors
without prior written consent of the Purchaser,
becomes insolvent or subject to proceedings under
any law relating to bankruptcy, insolvency, or the
relief of debtors.
Should the Purchaser elect to terminate for default, the Purchaser
may take possession of all or any of the items to be supplied
hereunder which are in the Seller's possession without regard to
stage of completion and may complete or cause the work to e
completed on such items or may manufacture of procure similar
items. Any additional costs or expense incurred by the Purchaser
over and above the original purchase price from the Seller plus
freight costs shall be for the account of the Seller.
In all events, the Purchaser shall not be or become liable to the
Seller or any third party claiming through or under the Seller for
any portion of the price of any items that Purchaser elects not to
accept following notice of termination for default.
11. Liens
The Seller agrees to deliver the items to be supplied hereunder
free and clear of all liens, encumbrances, and claims of laborers or
material men and the Purchaser may withhold payment pending
receipt of evidence in form and substance satisfactory to it of the
absence of such items, claims and encumbrances.

12. Governing Law
This Purchase Order and any material relating thereto shall be
governed by the laws of the state in which the Purchaser's office
that issues the order is located.
13. Recovery of Damages
If the Seller should recover any damages as a result of antitrust
violations in any manner due to price fixing on the part of
another manufacturer or Seller, the Seller shall pay over to the
Purchaser any ages Purchaser has suffered as a result of the same
price fixing within a reasonable time after the damages are
recovered by the Seller.
14.

Notice of Labor Disputes
a) Whenever the Seller has knowledge that any actual or
potential labor dispute is delaying or threatens to delay
the timely performance of this order, the Seller shall
immediately give notice thereof, including all relevant
information with respect thereto, to the Purchaser.
b) The Seller shall insert the substance of this clause
including this paragraph (b) in any subtier supply
agreement hereunder as to which a labor dispute may
delay the timely performance of this order except that
each such subtier supply agreement shall provide that
in the event its timely performance is delayed or
threatened by delay by an actual or potential labor
dispute, the subtier Seller shall immediately notify its
next higher tier Seller or Sellers, as the case may be, of
all relevant information with respect to such dispute.

15. Indemnity Requirements for Contractors/Seller
Contractor/Vendor shall defend, indemnify and save Street Fax
from any and all claims, suits, losses, damages, or expenses,
whether caused or contributed to by the negligence of Street Fax,
its agents, or employees, or otherwise, on account of injuries to or
death of any and all persons whomsoever, including the
Contractor/Vendor, subcontractors, employees of
Contractor/Vendor, the subcontractor, and of Street Fax and any
and all damage to property to whomsoever belonging, including
property owned by, rented to, or in the care, custody, or control
of the parties hereto arising or growing out of, or in any manner
connected with the work performed under this contract, or
caused or occasioned, in whole or in party by reason of or arising
during the presence of the person or of the property of
Contractor/Vendor, subcontractors, their employees, or agents
upon or in proximity to the property of Street Fax
Notwithstanding the foregoing, nothing herein contained is to be
construed as an indemnification against the sole negligence of
Street Fax.
16. Publicity
Seller shall not publish photographs or articles, give press releases
or make speeches about or otherwise publicize the existence or
scope of this Purchase Order, or any generalities or details about
this Purchase Order without first obtaining the written consent of
Buyer.
17. Seller’s Disclosure
Any information relating to the Seller's designs, manufacturing
processes or manufactured products which the Seller may disclose
to the Buyer in connection with the performance of the contract
may be used by the Buyer for any purpose relating to the contract
and to its performance without liability therefor to the Seller.
18. General Notes
Seller shall reference this purchase order number on all
documents and/or correspondence related to this order.
The signatures below will execute this contract.

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