exhibit 1 - entrata litigation · plaintiff’s rule 16 motion to reopen case no....

EXHIBIT 1

Case 2:13-cv-07764-FMO-AGR Document 315-1 Filed 09/04/18 of 181 Page ID #:13068

PLAINTIFF’S RULE 16 MOTION TO REOPEN CASE NO. 2:13-CV-07764-FMO-AGR DISCOVERY

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Jason P. Gonzalez (SBN 178768) Shawn G. Hansen (SBN 197033) Neal J. Gauger (SBN 293161) Karina G. Puttieva (SBN 317702) NIXON PEABODY, LLP 300 South Grand Ave. Suite 4100 Los Angeles, CA 90071 Telephone: (213) 629-6019 Facsimile: (213) 629-6000 Email: [email protected]

[email protected] [email protected] [email protected]

Attorneys for Plaintiff YARDI SYSTEMS, INC.

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

YARDI SYSTEMS, INC.

Plaintiff,

vs.

PROPERTY SOLUTIONS INTERNATIONAL, INC.

Defendant.

PROPERTY SOLUTIONS INTERNATIONAL, INC.,

Counter-Claimant,

vs.

YARDI SYSTEMS, INC. Counter-Defendant

Case No. 2:13-CV-07764-FMO (AGRx)

YARDI SYSTEMS, INC.’S NOTICE OF MOTION AND RULE 16 MOTION TO MODIFY THE COURT’S SCHEDULING ORDER TO REOPEN LIMITED DISCOVERY FOR INQUIRY INTO ENTRATA, INC.’S RELATIONSHIP WITH DB XENTO SYSTEMS PRIVATE LIMITED

DEMAND FOR JURY TRIAL Hon. Fernando M. Olguin

Hearing Date: TBD Hearing Time: 10:00 a.m. Courtroom: 6D


PLAINTIFF’S RULE 16 MOTION TO REOPEN i CASE NO. 2:13-CV-07764-FMO-AGR DISCOVERY

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TO ALL PARTIES AND THEIR ATTORNEYS OF RECORD:

PLEASE TAKE NOTICE that Plaintiff Yardi Systems, Inc. (“Yardi”)

hereby moves under Federal Rule of Civil Procedure 16 to modify the scheduling

order to reopen limited discovery for inquiry into the relationship between

Defendant Entrata, Inc. (“Entrata”), f/k/a Property Solutions International, Inc., and

DB Xento Systems Private Limited (“Xento”). There is good cause for the

proposed modification of the Court’s schedule because, among other reasons,

recent depositions of Entrata and Xento witnesses in other litigation yielded

conflicting testimony regarding the nature of the relationship between Entrata and

Xento, and Entrata also produced in the other litigation documents probative of this

subject that should have been produced in this case but were not. Specifically,

Entrata produced a 2011 email

Because Xento developed the Entrata software that is at

issue in this case, the relationship between them is of the utmost relevance and

importance to the complete vindication of Yardi’s rights. Yardi could be seriously

prejudiced if Entrata has structured its relationship with Xento to avoid liability in

this case.

This Motion is made following the conference of counsel pursuant to L.R. 7-

3, which took place on August 23, 2018.


PLAINTIFF’S RULE 16 MOTION TO REOPEN ii CASE NO. 2:13-CV-07764-FMO-AGR DISCOVERY

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TABLE OF CONTENTS

I. INTRODUCTION ....................................................................................... - 1 -

II. FACTUAL BACKGROUND ..................................................................... - 2 -

III. ARGUMENT .............................................................................................. - 6 -

A. Good Cause Exists Because Requested Documents Will Yield Relevant Evidence, Specifically As To Whether Entrata Used Xento To Buffer Itself From Liability In This Case ......................... - 7 -

B. Good Cause Exists Because Yardi Was Diligent And Could Not Have Foreseen Entrata’s Repeated Refusal To Disclose The Nature Of Entrata’s Relationship To Xento ..................................... - 7 -

C. Good Cause Exists Because The Trial Date Has Not Been Set And Any Resulting Prejudice To Entrata Is The Direct Result of Entrata’s Own Misconduct ............................................................... - 9 -

IV. CONCLUSION ......................................................................................... - 10 -


PLAINTIFF’S RULE 16 MOTION TO REOPEN iii CASE NO. 2:13-CV-07764-FMO-AGR DISCOVERY

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TABLE OF AUTHORITIES

Page(s)

Federal Cases

Johnson v. Mammoth Recreations, Inc., 975 F.2d 604 (9th Cir. 1992) ................................................................................. 6

United States ex rel. Schumer v. Hughes Aircraft Co., 63 F.3d 1512 (9th Cir. 1995) ................................................................................. 7

Smith v. United States, 834 F.2d 166 (10th Cir. 1987) ............................................................................... 7

Rules

Fed. R. Civ. P. 16 ........................................................................................................ 6

Fed. R. Civ. P. 26 ........................................................................................................ 6


PLAINTIFF’S RULE 16 MOTION TO REOPEN - 1 - CASE NO. 2:13-CV-07764-FMO-AGR DISCOVERY

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MEMORANDUM OF POINTS AND AUTHORITIES

I. INTRODUCTION

For the second time in this case, Entrata has improperly failed to produce

critical documents.1 This time, Entrata improperly withheld documents concerning

the legal relationship between Entrata and Xento, Entrata’s Indian affiliate that

developed the Entrata software at issue in this case. These documents are crucial to

determining whether Entrata has structured its relationship with Xento to attempt to

avoid liability in this case. They are also clearly responsive to Yardi’s Requests for

Production (“RFPs”) Nos. 42 and 7. Accordingly, good cause exists to modify the

scheduling order to reopen limited discovery for this inquiry.

Since Entrata never produced these responsive documents, Yardi was

surprised to learn after the close of discovery that these documents exist and were in

Entrata’s possession since the beginning of this litigation. Specifically, in late

2017, during discovery for the Utah District Court action,2 Entrata produced for the

first time a January 27, 2011 email that not only was responsive to RFP No. 7,

but—more disturbingly—indicated that Entrata has sought to structure its

relationship with Xento to avoid liability in this case. In this January 2011 email,

1 As the Court will recall, after Entrata filed its April 15, 2015 summary judgment motion (Dkt. 106), Yardi discovered through its own investigation that Entrata failed to produce critical discovery that directly refuted one of Entrata’s primary summary judgment arguments. See Dkt. 126. In response to Yardi’s ex parte application, the Court dismissed Entrata’s summary judgment motion without prejudice and ordered additional limited discovery relating to the issues associated with Entrata’s improperly withheld documents. Dkt. 128. Ultimately, Entrata lost its subsequent motion for summary judgment due in no small part to the evidence that Entrata was ordered to produce.2 Entrata, Inc. v. Yardi Systems, Inc., District of Utah Civil Action No. 2:15-cv-00102-CW-PMW.



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Since then, Yardi repeatedly asked Entrata to clarify its relationship to Xento

and to produce supporting documents. Entrata initially gave vague responses and

ultimately refused to provide any further information in response to Yardi’s

inquiries. In the absence of documents, Yardi diligently sought information about

the relationship in depositions of Entrata and Xento witnesses but received

contradictory testimony. At this point, only documentary evidence of the Entrata-

Xento relationship can resolve the factual inconsistencies between and among

Entrata’s percipient witnesses and ascertain if Entrata has engaged in improper

efforts to avoid liability for Yardi’s claims.

Entrata’s repeated and deliberate failure to produce Xento-related documents

denies Yardi a full and fair opportunity to conduct discovery and creates a

significant risk that Entrata will seek to shield itself from relief that Yardi may win

at trial. Accordingly, Yardi respectfully requests that this Court reopen discovery

for the limited purpose of obtaining documents concerning Entrata’s relationship

with Xento. Namely, Yardi seeks: (1) documents showing the corporate

relationship between Xento and Entrata; (2) communications in which Entrata CEO

David Bateman and/or Entrata made representations regarding Entrata’s value to

third parties; (3) representations to lenders in connection with Entrata obtaining

financing; (4) tax returns for Entrata and Xento; (5) United States Bureau of

Economic Analysis forms required to be filed by Entrata and Xento; and

(6) Xento’s annual filings with the registrar of companies in India.

II. FACTUAL BACKGROUND

In March 2014 and June 2015, Yardi served Entrata with Requests for

Production, including Nos. 42 and 7. Declaration of Jason P. Gonzalez (“Gonzalez

Decl.”) ¶ 2. Yardi’s RFP No. 42 requests that Entrata: “Produce all contracts

between YOU and any affiliate, subsidiary, consultant, or contractor, who had any



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involvement in the design, development, modification, testing or validation of

ENTRATA or any other software purportedly developed by YOU.” Gonzalez

Decl. ¶ 2, Ex. A. Entrata objected to RFP No. 42 only to the extent it required

disclosure of third-party or consultant documents. Gonzalez Decl. ¶ 3, Exs. K, L.

Xento was neither: it was included in the definition of “Property Solutions,” as a

party “acting on its behalf.” See Gonzalez Decl. Ex. K3. Entrata did not produce

any contracts with Xento in response to RFP No. 42. Gonzalez Decl. ¶ 3.

Yardi’s RFP No. 7 requests that Entrata: “produce all DOCUMENTS

CONCERNING YOUR access to, possession of, copying of, or use of any YARDI

SOFTWARE at any time.” Gonzalez Decl. Ex. A. The RFP set defines “YARDI

SOFTWARE” references to “any and all software programs, databases, services

and other products designed, developed, written, marketed, or sold by YARDI,

including but not limited to the VOYAGER SOFTWARE and the GENESIS

SOFTWARE.” Id. Fact discovery closed on December 19, 2014. Dkt. 58.

In late 2017, Entrata produced, for the first time, a January 27, 2011 email

responsive to Yardi’s RFP No. 7, during discovery in the Utah District Court

action. Gonzalez Decl. ¶ 4, Ex. C. That email

See

Gonzalez Decl. Ex. C. In the email,

Id.

3 “‘PROPERTY SOLUTIONS’ and ‘YOU’ mean Property Solutions International, Inc., the defendant in the above captioned action, or any of its parents, subsidiaries, affiliates, predecessors in interest, divisions, directors, officers, employees, contractors, attorneys, agents, representatives, and anyone acting on its behalf specifically including DB Xento Systems Private Limited . . . .” Gonzalez Decl. Ex. K (emphasis added).



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4

Id. (emphasis added).

Id.

In the absence of documents that shed light on the relationship between

Entrata and Xento, Yardi diligently sought this information in several depositions,

but received contradictory testimony. Gonzalez Decl. ¶ 5.

First, in May 2018, former Entrata President John Hanna testified that

Gonzalez Decl. ¶ 6, Ex. D at 23:6-24:3 (emphasis added).

Then, in July 2018, Mr. Bateman testified that

Gonzalez Decl. ¶ 11, Ex. E at 208:9–209:3, 212:14-22

(emphasis added). He noted that Xento primarily provides software development

services to Entrata. Gonzalez Decl. Ex. E at 210:4-9.

Also in July 2018, Xento CEO Preetam Yadav testified that

Gonzalez Decl. ¶ 10, Ex. F at 19:14-16, 27:20-25,

15:23–16:13 (emphasis added).

Gonzalez Decl. Ex. F at 23:10-13.

4 MRI is another property management software vendor that makes property management accounting software like Voyager and Entrata Core. There is significant evidence suggesting that Entrata, just as it did with Yardi’s Voyager, improperly obtained a copy of MRI software to use it for Entrata’s own competitive purposes, including building Entrata’s competing “Entrata Core” property management accounting product. Gonzalez Decl. ¶ 13.



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In meet-and-confer correspondence in May 2018, Yardi repeatedly asked

Entrata to clarify its relationship with Xento and to produce supporting documents.

Gonzalez Decl. ¶ 7, Ex. G. Entrata responded with a single conclusory,

unsupported paragraph:

Xento is an Indian Company that is an affiliate and sister company of Entrata Inc. (fka Property Solutions International, Inc.), a Delaware Corporation.

This relationship and structure have existed since August 13, 2007, when Xento was formed. This structure and ownership have not changed in any way since the formation of Xento, nor have any intellectual property rights or other intangible assets been transferred from Entrata to Xento since Xento’s formation. Regarding Mr. Bateman’s January 27, 2011 email at 11:28 am, reflected in Exhibit 1385, we are not aware of any actions taken by Entrata or Xento in response to that email.

Gonzalez Decl. ¶ 8, Ex. H. Again, Entrata failed to produce any documents.

Gonzalez Decl. ¶ 8.

In meet-and-confer correspondence, Yardi again asked for documents

responsive to RFP No. 42, and related documents specific to Entrata’s relationship

with Xento. Gonzalez Decl. ¶ 9. Specifically, Yardi requested:

1. Documents showing the corporate relationship between Entrata and Xento, including as to direct and indirect ownership interests, licenses, transfer pricing studies (prepared both by in-house personnel and outside firms), cost sharing agreements for IP development, invoicing for development services, and the like;

2. Communications in which Mr. Bateman and/or Entrata as an entity has made representations regarding Entrata's value to third parties, including but not limited to the 2012 communications Mr. Hanna described in his deposition (in



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which, according to Mr. Hanna, Mr. Bateman stated words to the effect that Mr. Bateman, not Entrata, owned the intellectual property underlying its products);

3. Applications and other representations to lenders in connection with Entrata obtaining loans or other financing;

4. Tax returns with all schedules, exhibits, footnotes and other attachments, as well any reports filed with the IRS or Treasury relating to foreign financial accounts, for Entrata and Xento (in the US and India, as applicable) for the past five years;

5. All United States Bureau of Economic Analysis forms required to be filed by Entrata, Xento and their shareholders; and

6. Xento’s annual filings with the registrar of companies in India for the past 5 years.

Gonzalez Decl. Ex. I.

It is undisputed that documents of this nature exist and that Entrata has

access to them:

Gonzalez Decl. Ex. E at 209:9-21; Gonzalez Decl. Ex. F

at 19:19–20:11. To date, however, Entrata has failed to supplement its document

production as required under Rule 26(e) to provide these documents.

III. ARGUMENT

Rule 16 authorizes the Court to modify the pretrial scheduling order

providing for the last day to complete discovery “upon a showing of good cause.”

Fed. R. Civ. P. 16(b); see also Johnson v. Mammoth Recreations, Inc., 975 F.2d

604, 609 (9th Cir. 1992). Whether good causes exists to reopen discovery is at the

discretion of the trial court, which weighs factors like: (1) the likelihood that the

discovery will lead to relevant evidence, (2) whether the moving party was diligent

in obtaining discovery within the guidelines established by the court, (3) the

foreseeability of the need for additional discovery in light of the time allowed for

discovery by the district court, (4) whether the non-moving party would be

prejudiced, (5) whether trial is imminent, and (6) whether the request is opposed.



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See United States ex rel. Schumer v. Hughes Aircraft Co., 63 F.3d 1512, 1526 (9th

Cir. 1995); see also Smith v. United States, 834 F.2d 166, 169 (10th Cir. 1987).

Good cause to reopen discovery exists here because it will lead to relevant

evidence that will resolve whether Entrata has attempted to avoid liability through

the structure of its relationship with Xento. Yardi was diligent in pursuing this

discovery and could not have foreseen the need for this additional discovery until

the recent conflicting testimony of Entrata witnesses. Moreover, no trial date has

been scheduled, and Entrata will not be prejudiced cognizably, as it is itself

responsible for any prejudice that arises from its repeated withholding of critical

evidence in this case.

A. Good Cause Exists Because Requested Documents Will Yield

Relevant Evidence, Specifically As To Whether Entrata Used

Xento To Buffer Itself From Liability In This Case

Because Xento developed the Entrata software at issue in this case, the

relationship between them is of the utmost relevance to the complete vindication of

Yardi’s rights. The requested documents are crucial to determining whether Entrata

has structured its relationship with Xento to attempt to avoid liability. Yardi could

be seriously prejudiced if Entrata has used Xento to shield itself from relief that

Yardi may win at trial.

B. Good Cause Exists Because Yardi Was Diligent And Could Not

Have Foreseen Entrata’s Repeated Refusal To Disclose The

Nature Of Entrata’s Relationship To Xento

Yardi was diligent in its efforts to obtain discovery—in fact, the documents

Entrata failed to produce and many of the documents Yardi seeks to this day are

clearly responsive to its Requests for Production Nos. 42 and 7.

Yardi’s RFP No. 42 reads: “Produce all contracts between YOU and any

affiliate, subsidiary, consultant, or contractor, who had any involvement in the

design, development, modification, testing or validation of ENTRATA or any other



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software purportedly developed by YOU.” Gonzalez Decl. Ex. A. While the exact

nature of the Entrata-Xento relationship remains at issue, two things are clear.

First, Xento is unquestionably “involved in the design, development, modification,

testing or validation of Entrata software or any other software purportedly

developed by [Entrata]” because

Gonzalez Decl. Ex. E at 210:4-9; Ex. F at 23:10-

13, 15:7–16:1. Second, the recent deposition testimony

Gonzalez Decl. Ex. E at 213:1-11; Ex. F 19:19–20:7.

Yardi’s RFP No. 7 reads: “Produce all DOCUMENTS CONCERNING

YOUR access to, possession of, copying of, or use of any YARDI SOFTWARE at

any time,” where the definition of “YARDI SOFTWARE” includes databases.

Gonzalez Decl. Ex. A. The January 27, 2011 email

Gonzalez Decl. Ex. C. This email is unmistakably responsive and Entrata

withheld it in discovery in this case.5 Entrata’s repeated failure to produce critical

5 The January 27, 2011 email is also responsive to Yardi’s RFP No. 90, which requests that Entrata: “Produce all DOCUMENTS RELATING TO any of your practices, any efforts YOU made, or any policies YOU adopted prior to October 21, 2010 to prevent any of YOUR EMPLOYEES who were working to develop ENTRATA from incorporating features of the VOYAGER SOFTWARE into ENTRATA, including but not limited to DOCUMENTS RELATING TO the implementation of a ‘clean room’ or ‘Chinese wall.’” Gonzalez Decl. ¶ 2, Ex. B. The January 27, 2011 email

Entrata was served with RFP No. 90 in

June 2015, after the Court ordered additional discovery in light of the first time Entrata improperly failed to produce critical documents. See Dkt. 128. Thus, Entrata had a second chance to produce this email and failed to do so.



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documents supports a reasonable inference that there are other communications that

shed light on this subject matter that have not been produced.

Moreover, Yardi could not have foreseen the need for this discovery before

the discovery cutoff under the Court’s current schedule. Entrata improperly

withheld the January 27, 2011 email from Yardi until late 2017.6 Entrata also

withheld contracts relating to Xento, despite clear requests for production of such

documents. Once Yardi learned of Entrata’s withholding of this critical

information, Yardi acted diligently to explore this issue in discovery in the Utah

District Court action and meet-and-confer thereafter but Entrata refused to provide

it, thus necessitating this Motion.

C. Good Cause Exists Because The Trial Date Has Not Been Set And

Any Resulting Prejudice To Entrata Is The Direct Result of

Entrata’s Own Misconduct

The Court has not yet set a trial date, and prejudice to Entrata from its own

misconduct should not be considered. Entrata’s withholding of admittedly existent

and responsive documents created the need to reopen discovery. That Yardi did not

know about the existence of responsive documents until after the close of the

6 Entrata did admit in discovery that in May 2012, as Yardi’s informal pre-litigation inquiries of Entrata as to whether Entrata had a copy of Voyager were increasing in intensity, Mr. Bateman personally carried Entrata’s improperly-obtained copy of Voyager to Xento. Gonzalez Decl. ¶ 12, Ex. J at 51:4–56:18, 177:24–181:12. Entrata has maintained, however, that this was not done in an effort to hide Entrata’s copy, but rather as some sort of effort to “re-purpose” the server containing the software so it could be used by Xento. Id. Now that the previously-withheld January 27, 2011 email has been produced, Entrata’s “re-purposing” claim, which always has been dubious at best, appears completely unsupportable. The evidence is now clear that in May 2012 Bateman was trying to hide Entrata’s copy of Voyager, plain and simple. There also never was any evidence, prior to Entrata’s belated production of the January 27, 2011 email, that

This has now become an issue, and Yardi is entitled to

pursue it.



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4821-4962-6476.13

discovery is the direct result of Entrata’s own improper withholding of documents

clearly called for under Yardi’s document requests.

Entrata’s withholding of documents that show the true nature of the Entrata-

Xento relationship has already prejudiced Yardi by depriving it of an opportunity to

fairly explore this subject before the discovery cutoff. Entrata’s blatant disregard

for repeatedly-requested discovery has forced Yardi to take depositions and

otherwise litigate without the benefit of the withheld documents. Thus Yardi has

been deprived of its right to timely subject the relationship between Entrata and

Xento to the full scope of permissible discovery and consider all relevant facts

relating to Entrata’s efforts to avoid liability through the structure of its relationship

with Xento. Therefore, good cause exists to reopen discovery.

IV. CONCLUSION

For the foregoing reasons, Yardi respectfully requests that the Court grant its

Motion in full.

Dated: September 4, 2018

NIXON PEABODY LLP

By: /s/ Jason P. Gonzalez___________Jason P. Gonzalez Shawn G. Hansen Neal J. Gauger Karina G. Puttieva Attorneys for Plaintiff YARDI SYSTEMS, INC.


DECLARATION IN SUPPORT OF Case No. 2:13-CV-7764-FMO-AGRPLAINTIFF’S RULE 16 MOTION TO REOPEN DISCOVERY

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YARDI SYSTEMS, INC.

Plaintiff,

vs.


Defendant.


Counter-Claimant,

vs.

YARDI SYSTEMS, INC.

Counter-Defendant


DECLARATION OF JASON P. GONZALEZ IN SUPPORT OF YARDI SYSTEMS, INC.’S RULE 16 MOTION TO MODIFY THE COURT’S SCHEDULING ORDER TO REOPEN LIMITED DISCOVERY FOR INQUIRY INTO ENTRATA, INC.’S RELATIONSHIP WITH DB XENTO SYSTEMS PRIVATE LIMITED


Hearing Date: TBD Hearing Time: 10:00 am Courtroom: 6D


4814-2288-3651.4

- 1 -DECLARATION IN SUPPORT OF Case No. 2:13-CV-7764-FMO-AGRPLAINTIFF’S RULE 16 MOTION TO REOPEN DISCOVERY

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DECLARATION OF JASON P. GONZALEZ

I, Jason P. Gonzalez, declare as follows:

1. I am a member of the State Bar of California and a partner with the law

firm of Nixon Peabody LLP, counsel of record for Plaintiff Yardi Systems, Inc.

(“Yardi”) in the above-captioned action. I am admitted to practice in the Central

District of California. I make this declaration in support of YARDI SYSTEMS, INC.’S

RULE 16 MOTION TO MODIFY THE COURT’S SCHEDULING ORDER TO

REOPEN LIMITED DISCOVERY FOR INQUIRY INTO ENTRATA, INC.’S

RELATIONSHIP WITH DB XENTO SYSTEMS PRIVATE LIMITED (“Motion”). I

have personal knowledge of the following facts and, if called and sworn as a witness,

could and would competently testify thereto.

2. In October 2013 Yardi filed suit against Defendant Entrata, Inc. (“Entrata”)

in United States District Court, Central District of California. In March 2014 and June

2015, Yardi served Entrata with Requests for Production, including Nos. 42, 7, and 90.

Attached hereto as Exhibit A is a true and correct copy of Yardi’s March 3, 2014 First

Set of Interrogatories and Requests for Production. Attached hereto as Exhibit B is a

true and correct copy of Yardi’s June 15, 2015 Supplemental Requests for Discovery.

3. Attached hereto as Exhibit K is a true and correct copy of Entrata’s May 7,

2014 responses to Yardi’s first set of requests for production, including RFP No. 42.

Attached hereto as Exhibit L is a true and correct copy of an August 1, 2014 letter from

Entrata counsel to Yardi counsel, summarizing a meet and confer call regarding

discovery requests, including RFP No. 42. I am informed and believe that Entrata did

not produce any contracts with Xento in response to RFP No. 42.

4. I am informed and believe that in late 2017, Entrata produced for the first

time a January 27, 2011 email, bates-stamped ENT_00044654, in the course of

discovery in the Utah District Court action Entrata, Inc. v. Yardi Systems, Inc., Utah


4814-2288-3651.4


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District Court Civil Action No. 2:15-cv-00102-CW-PMW (“Utah Action”). Attached

hereto as Exhibit C is a true and correct copy of the January 27, 2011 email.

5. In the course of the Utah Action, approximately in May 2018, Yardi and

Entrata agreed that discovery produced in the instant case may be used in the Utah

Action and vice versa. In the course of the Utah Action, Yardi inquired into the

relationship between Entrata and Xento during the depositions of John Hanna, Dave

Bateman, and Preetam Yadav.

6. On May 16, 2018, I deposed former Entrata President John Hanna.

Attached hereto as Exhibit D is a true and correct copy of excerpts from the transcript

of his deposition.

7. On May 17, 2018, I sent an email to Entrata counsel David Cross and Mary

Kaiser asking why the January 27, 2011 email was not produced during discovery in the

instant action. On May 22, 2018 counsel for Yardi and counsel for Entrata participated

in a telephonic meet-and-confer conference regarding, among other things, the January

27, 2011 email and Entrata’s relationship with Xento. On May 24, 2018, I sent a follow

up email regarding the January 27, 2011 email and the issue of Xento. Attached hereto

as Exhibit G are true and correct copies of the May 17, 2018 and May 24, 2018 email

correspondence.

8. On May 24, 2018, Entrata’s counsel David Cross sent me a letter via email

regarding in part the January 27, 2011 email and the issue of Xento. Attached hereto as

Exhibit H is a true and correct copy of that May 24, 2018 letter. Entrata’s counsel did

not produce any other documents in response to my May 17, 2018 and May 24, 2018

emails.

9. On May 30, 2018, I sent an email to Entrata counsel David Cross regarding

the January 27, 2011 email and the issue of Xento. I requested specific categories of

documents regarding Xento and its relationship to Entrata. Attached hereto as Exhibit I

is a true and correct copy that May 30, 2018 email. To date, Yardi’s counsel did not


4814-2288-3651.4


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receive any of the requested documents. A June 5, 2018 email from David Cross in

response to my May 30, 2018 email did not offer any further explanation for Entrata’s

position.

10. On July 12, 2018 I deposed Xento CEO Preetem Yadav. Attached hereto

as Exhibit F is a true and correct copy of excerpts from the transcript of his deposition.

11. On July 13, 2018 I deposed Entrata CEO Dave Bateman. Attached hereto

as Exhibit E is a true and correct copy of excerpts from the transcript of his deposition.

12. I am informed and believe that on December 4, 2014, in the course of the

instant action, Yardi’s previous counsel, John McDermott of Brownstein Hyatt Farber

Schreck LLP, deposed Dave Bateman. Attached hereto as Exhibit J is a true and

correct copy of excerpts from the transcript of his deposition.

13. I am informed and believe that there is significant evidence suggesting that

Entrata, just as it did with Yardi’s Voyager software, improperly obtained a copy of

MRI software to use it for Entrata’s own competitive purposes, including building

Entrata’s competing “Entrata Core” property management accounting product.

I declare under penalty of perjury under the laws of the United States of America

that the foregoing is true and correct.

Executed this 4th day of September, 2018, in Los Angeles, California.

____ /s/Jason P. Gonzalez_____ Jason P. Gonzalez Attorney for Plaintiff Yardi Systems, Inc.


EXHIBIT A EXHIBIT A


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Brownstein Hyatt Farber Schreck, LLP Eric Berg (State Bar No. 134621) [email protected] 21 East Carrillo Street Santa Barbara, CA 93101-2706 Telephone: 805.963.7000 Facsimile: 805.965.4333 E-mail: [email protected]

Brownstein Hyatt Farber Schreck, LLP John V. McDermott (Admitted Pro Hac Vice) (Colorado State Bar No. 11854) [email protected] Karl L. Schock (Admitted Pro Hac Vice) (Colorado State Bar No. 38239) [email protected] 410 Seventeenth Street Suite 2200 Denver, CO 80202-4432 Telephone: 303.223.1100 Facsimile: 303.223.1111

Attorneys for Plaintiff Yardi Systems, Inc.

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

YARDI SYSTEMS, INC.,

Plaintiff,

v.

PROPERTY SOLUTIONS INTERNATIONAL INC.,

Defendant.

PROPOUNDING PARTY: RESPONDING PARTY:

SET NO:

Case No. 2:13-CV-07764-FMO-CW

YARDI SYSTEMS, INC.'S INTERROGATORIES AND REQUESTS FOR PRODUCTION OF DOCUMENTS, SET ONE

Hon. Fernando M. Olguin

PLAINTIFF YARDI SYSTEMS, INC. DEFENDANT PROPERTY SOLUTIONS INTERNATIONAL, INC.

ONE

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Brownstein Hyatt Farber Schreck, LLPEric Berg (State Bar No. 134621) [email protected] 21 East Carrillo Street Santa Barbara, CA 93101-2706 Telephone: 805.963.7000 Facsimile: 805.965.4333 E-mail: [email protected] Brownstein Hyatt Farber Schreck, LLP John V. McDermott (Admitted Pro Hac Vice) (Colorado State Bar No. 11854) [email protected] Karl L. Schock (Admitted Pro Hac Vice) (Colorado State Bar No. 38239) [email protected] 410 Seventeenth Street Suite 2200 Denver, CO 80202-4432 Telephone: 303.223.1100 Facsimile: 303.223.1111





Plaintiff,

v.

PROPERTY SOLUTIONS INTERNATIONAL INC.,

Defendant.


YARDI SYSTEMS, INC.’S INTERROGATORIES AND REQUESTS FOR PRODUCTION OF DOCUMENTS, SET ONE


PROPOUNDING PARTY: PLAINTIFF YARDI SYSTEMS, INC. RESPONDING PARTY: DEFENDANT PROPERTY SOLUTIONS INTERNATIONAL, INC.

SET NO: ONE


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Pursuant to Federal Rules of Civil Procedure 26, 33 and 34, Plaintiff Yardi

Systems, Inc. propounds the following interrogatories and document requests to

Defendant Property Solutions International Inc.:

DEFINITIONS

As used herein, the following terms are intended to have the meanings

indicated:

1. "YARDI" means Yardi Systems, Inc., including its officers,

employees, agents, and representatives.

2. "PROPERTY SOLUTIONS" and "YOU" mean Property Solutions

International Inc., the defendant in the above captioned action, or any of its parents,

subsidiaries, affiliates, predecessors in interest, divisions, directors, officers,

employees, contractors, attorneys, agents, representatives, and anyone acting on its

behalf, specifically including DB Xento Systems Private Limited, Property

Solutions Insurance Agency LLC, and Resident Verify LLC. These terms include,

without limitation, any employee, contractor, agent, or representative of YOURS or

any subsidiary, division, or affiliate of YOURS working or located in India.

3. "COMPLAINT" means the Complaint for Damages filed by Yardi in

this action.

4. "ANSWER AND COUNTERCLAIMS" means the Answer and

Counterclaims YOU filed in this action.

5. "CONCERNING" and "RELATING TO" mean consisting of,

pertaining to, referring to, reflecting on, arising out of, or in any way legally,

factually or logically connected to the matter addressed in the request.

6. "DOCUMENT" means anything a party is permitted to request from

another party under Federal Rule of Civil Procedure 34(a)(1). Drafts and non-

identical copies of another document constitute separate and distinct documents.

7. "ENTRATA" shall refer to any and all versions of PROPERTY

SOLUTIONS' software program known as Entrata or any other property

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Pursuant to Federal Rules of Civil Procedure 26, 33 and 34, Plaintiff Yardi

Systems, Inc. propounds the following interrogatories and document requests to

Defendant Property Solutions International Inc.:

DEFINITIONS


indicated:

1. “YARDI” means Yardi Systems, Inc., including its officers,


2. “PROPERTY SOLUTIONS” and “YOU” mean Property Solutions








3. “COMPLAINT” means the Complaint for Damages filed by Yardi in

this action.

4. “ANSWER AND COUNTERCLAIMS” means the Answer and

Counterclaims YOU filed in this action.

5. “CONCERNING” and “RELATING TO” mean consisting of,



6. “DOCUMENT” means anything a party is permitted to request from



7. “ENTRATA” shall refer to any and all versions of PROPERTY

SOLUTIONS’ software program known as Entrata or any other property


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management software purportedly created or owned by PROPERY SOLUTIONS.

8. "GENESIS SOFTWARE" shall refer to any and all versions of

YARDI's software program known as Yardi Genesis®.

9. "IDENTIFY" means:

(a) when referring to a natural person, to state his or her full name,

and present business address and telephone number, except that if the

person's present business address and telephone number is unknown, the

person's last known home and business address and last known home and

business telephone number;

(b) when used in reference to a person other than a natural person,

to state the name of the entity, its address and telephone number, and the

identity of the natural person or persons within the entity with whom you

dealt in the particular transaction(s) referred to; and

(c) when used in reference to a document, to state the date, title,

author and recipients of the document, the type of document (e.g., letter,

memorandum, telegram, chart, note, etc.), its present location or custodian,

and a summary of the contents of the document.

10. "PERSON" and "PEOPLE" include natural persons, firms,

associations, organizations, partnerships, businesses, trusts, corporations, or public

entities.

11. "SOURCE CODE" shall refer to all source code, including: all

makefiles, history files, or similar code-generation control files for such source

code; the compiler used in the development of such source code; and the output of

any compiled source code including binary files and debug files.

12. "STATE WITH SPECIFICITY," "STATE ALL BASES," and

"STATE THE BASIS" mean to state fully and describe all material facts or

opinions, including, without limitation, all material facts or opinions that concern

the application of law to fact, with respect to the subject matter of the interrogatory

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management software purportedly created or owned by PROPERY SOLUTIONS.

8. “GENESIS SOFTWARE” shall refer to any and all versions of

YARDI’s software program known as Yardi Genesis®.

9. “IDENTIFY” means:



person’s present business address and telephone number is unknown, the

person’s last known home and business address and last known home and










10. “PERSON” and “PEOPLE” include natural persons, firms,


entities.

11. “SOURCE CODE” shall refer to all source code, including: all

makefiles, history files, or similar code-generation control files for such source

code; the compiler used in the development of such source code; and the output of

any compiled source code including binary files and debug files.

12. “STATE WITH SPECIFICITY,” “STATE ALL BASES,” and

“STATE THE BASIS” mean to state fully and describe all material facts or




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using such phrase.

13. "VOYAGER SOFTWARE" shall refer to any and all versions of

YARDI's software program known as Yardi Voyager®.

14. "YARDI SOFTWARE" shall refer to any and all software programs,

databases, services and other products designed, developed, written, marketed, or

sold by YARDI, including, but not limited to the VOYAGER SOFTWARE and the

GENESIS SOFTWARE.

INSTRUCTIONS

1. The document requests require the production of documents either in

the same form and same order as they are kept in the usual course of business, or

organized and labeled to correspond with the particular demands set forth below.

2. Source code and other documents written in a computer programming

language, as well as any executable files, should be produced in native electronic

format, and shall be listed on an index assigning each file a unique Bates number.

3. If you do not have enough personal knowledge to fully answer an

interrogatory, say so, but make a reasonable and good faith effort to get the

information by asking other persons or organizations, unless the information is

equally available to the asking party.

4. In responding to these Requests for Production, you are required to

produce all documents in your possession, custody, or control.

5. If you claim a privilege, immunity or confidentiality order or

protective order precludes you from providing information with respect to any

document, information or communication, or precludes you from producing any

document or thing, then provide the following information for each such document,

information, communication or thing:

(a) the nature of the information, communication or document (e.g.,

whether an oral communication, letter, memo, etc.);

(b) the nature of the privilege claimed;

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using such phrase.

13. “VOYAGER SOFTWARE” shall refer to any and all versions of

YARDI’s software program known as Yardi Voyager®.

14. “YARDI SOFTWARE” shall refer to any and all software programs,

databases, services and other products designed, developed, written, marketed, or

sold by YARDI, including, but not limited to the VOYAGER SOFTWARE and the

GENESIS SOFTWARE.

INSTRUCTIONS




2. Source code and other documents written in a computer programming

language, as well as any executable files, should be produced in native electronic

format, and shall be listed on an index assigning each file a unique Bates number.





4. In responding to these Requests for Production, you are required to

produce all documents in your possession, custody, or control.










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(c) the date of the communication or document and its subject

matter; and

(d) all authors and recipients of the document or communication.

6. These requests are continuing in nature, and you are under a

continuous obligation to supplement your responses to these requests pursuant to

Federal Rule of Civil Procedure 26(e).

INTERROGATORIES

INTERROGATORY NO. 1:

Describe in detail the circumstances under which YOU possessed a copy of

the VOYAGER SOFTWARE as admitted in paragraph 24 of YOUR ANSWER

AND COUNTERCLAIMS, including, but not limited to, the dates YOU had the

software in YOUR possession, the PERSON or PERSONS from whom YOU

obtained the software, the manner in which you obtained the software, the reasons

for your possession of the software, the version(s) of the VOYAGER SOFTWARE

YOU had in YOUR possession, the locations and hardware on which YOU had the

software installed, and when (if at all) YOU ceased to possess the software.


STATE WITH SPECIFICITY all instances in which YOU copied the

VOYAGER SOFTWARE to any computer or other device.


IDENTIFY all of YOUR or YOUR subsidiaries' or affiliates' officers,

employees, contractors, agents, or representatives who ever had access to a copy or

copies of the VOYAGER SOFTWARE.


If you contend that your possession of a copy of the VOYAGER

SOFTWARE was licensed by YARDI or otherwise permitted under the terms of

any YARDI license or agreement, STATE ALL BASES for your contention.

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matter; and





INTERROGATORIES


Describe in detail the circumstances under which YOU possessed a copy of


AND COUNTERCLAIMS, including, but not limited to, the dates YOU had the

software in YOUR possession, the PERSON or PERSONS from whom YOU

obtained the software, the manner in which you obtained the software, the reasons

for your possession of the software, the version(s) of the VOYAGER SOFTWARE

YOU had in YOUR possession, the locations and hardware on which YOU had the

software installed, and when (if at all) YOU ceased to possess the software.


STATE WITH SPECIFICITY all instances in which YOU copied the

VOYAGER SOFTWARE to any computer or other device.


IDENTIFY all of YOUR or YOUR subsidiaries’ or affiliates’ officers,

employees, contractors, agents, or representatives who ever had access to a copy or

copies of the VOYAGER SOFTWARE.


If you contend that your possession of a copy of the VOYAGER

SOFTWARE was licensed by YARDI or otherwise permitted under the terms of

any YARDI license or agreement, STATE ALL BASES for your contention.


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STATE ALL BASES for your contention that YARDI knew YOU had

access to a copy of the VOYAGER SOFTWARE.


STATE WITH SPECIFICITY all instances in which YOU have viewed,

analyzed, installed, used, or otherwise had access to YARDI SOFTWARE.


IDENTIFY all PERSONS YOU asked to permit YOU to access YARDI

SOFTWARE, view screen shots for YARDI SOFTWARE or disclose YARDI

database tables or other information RELATING TO YARDI SOFTWARE,

including but not limited to all PERSONS YOU asked to provide YOU with DBO

(Data Base Owner) credentials to access the VOYAGER SOFTWARE .


For each PERSON YOU IDENTIFY in response to Interrogatory No. 7,

describe in detail all access, screen shots, or other information such PERSON

provided YOU, including but not limited to whether such PERSON provided YOU

with DBO (Data Base Owner) credentials to access the VOYAGER SOFTWARE .


IDENTIFY all companies or PERSONS who have purchased, licensed, or

contracted to use ENTRATA.


Describe how YOU developed YOUR custom interfaces to allow

interoperability between the VOYAGER SOFTWARE and YOUR products,

including how you created, tested, validated, and debugged the interfaces, and

which steps or processes, if any, required access to the VOYAGER SOFTWARE.


IDENTIFY all PERSONS and companies who were or have ever been

involved in the design, development, modification, testing, or validation of

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STATE ALL BASES for your contention that YARDI knew YOU had

access to a copy of the VOYAGER SOFTWARE.


STATE WITH SPECIFICITY all instances in which YOU have viewed,

analyzed, installed, used, or otherwise had access to YARDI SOFTWARE.


IDENTIFY all PERSONS YOU asked to permit YOU to access YARDI

SOFTWARE, view screen shots for YARDI SOFTWARE or disclose YARDI

database tables or other information RELATING TO YARDI SOFTWARE,

including but not limited to all PERSONS YOU asked to provide YOU with DBO

(Data Base Owner) credentials to access the VOYAGER SOFTWARE .


For each PERSON YOU IDENTIFY in response to Interrogatory No. 7,

describe in detail all access, screen shots, or other information such PERSON

provided YOU, including but not limited to whether such PERSON provided YOU

with DBO (Data Base Owner) credentials to access the VOYAGER SOFTWARE .


IDENTIFY all companies or PERSONS who have purchased, licensed, or

contracted to use ENTRATA.

INTERROGATORY NO. 10: Describe how YOU developed YOUR custom interfaces to allow

interoperability between the VOYAGER SOFTWARE and YOUR products,

including how you created, tested, validated, and debugged the interfaces, and

which steps or processes, if any, required access to the VOYAGER SOFTWARE.

INTERROGATORY NO. 11: IDENTIFY all PERSONS and companies who were or have ever been

involved in the design, development, modification, testing, or validation of


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ENTRATA and describe the role of each PERSON.


IDENTIFY the PERSON who posted the comment to the website

hap ://mbrewergroup. com/2012/07/i s-entrata-the-product-of-a-troj an-horse/ under

the pseudonym of "PSI Disgust" which begins: "This is exactly what PSI does and

continues to do. I should know, I work for the company and watch it happening on

a daily basis. Dave Bateman told us client executives to get our clients to open their

Yardi/ASMI software in front of us so we can see what they're doing."


STATE WITH SPECIFICITY all actions YOU took in response to the

comment described in Interrogatory No. 13, including but not limited to all efforts

you took to determine the identity of the PERSON who made the comment.


Describe in detail YOUR process of looking at YOUR competitors during

the development of ENTRATA, as stated in paragraph 94 of YOUR ANSWER

AND COUNTERCLAIMS, including but not limited to identifying all PERSONS

who looked at any YARDI SOFTWARE during the design, development,

modification, testing, or validation of ENTRATA and how YOU gained access to

the YARDI SOFTWARE.


Describe in detail all assistance YOU contend YOU received from YARDI in

creating, developing, modifying, or debugging any software or code.


Describe in detail all technical information, including but not limited to

screen shots, instructions and database table field names, YOU contend YARDI

provided YOU regarding any YARDI SOFTWARE, including but not limited to

when and how YOU contend that each piece of technical information was provided.

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ENTRATA and describe the role of each PERSON.

INTERROGATORY NO. 12: IDENTIFY the PERSON who posted the comment to the website

http://mbrewergroup.com/2012/07/is-entrata-the-product-of-a-trojan-horse/ under

the pseudonym of “PSI Disgust” which begins: “This is exactly what PSI does and

continues to do. I should know, I work for the company and watch it happening on

a daily basis. Dave Bateman told us client executives to get our clients to open their

Yardi/ASMI software in front of us so we can see what they're doing.”

INTERROGATORY NO. 13: STATE WITH SPECIFICITY all actions YOU took in response to the

comment described in Interrogatory No. 13, including but not limited to all efforts

you took to determine the identity of the PERSON who made the comment.

INTERROGATORY NO. 14: Describe in detail YOUR process of looking at YOUR competitors during

the development of ENTRATA, as stated in paragraph 94 of YOUR ANSWER

AND COUNTERCLAIMS, including but not limited to identifying all PERSONS

who looked at any YARDI SOFTWARE during the design, development,

modification, testing, or validation of ENTRATA and how YOU gained access to

the YARDI SOFTWARE.

INTERROGATORY NO. 15: Describe in detail all assistance YOU contend YOU received from YARDI in

creating, developing, modifying, or debugging any software or code.

INTERROGATORY NO. 16: Describe in detail all technical information, including but not limited to

screen shots, instructions and database table field names, YOU contend YARDI

provided YOU regarding any YARDI SOFTWARE, including but not limited to

when and how YOU contend that each piece of technical information was provided.


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STATE ALL BASES for YOUR statement in paragraph 105 of YOUR

ANSWER AND COUNTERCLAIMS that "Property Solutions denies that Yardi

has any valid and protectable copyrights."


STATE ALL BASES for YOUR allegation in paragraph 110 of YOUR

ANSWER AND COUNTERCLAIMS that "Yardi has not taken adequate steps to

protect its alleged trade secrets.


STATE ALL BASES for YOUR affirmative defense of fair use.


STATE ALL BASES for YOUR affirmative defense of copyright misuse.


IDENTIFY all YARDI employees or representatives in India with whom

YOU, including any employee or agent of YOURS in India, have communicated

regarding any YARDI SOFTWARE or any software developed by YOU.

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INTERROGATORY NO. 17: STATE ALL BASES for YOUR statement in paragraph 105 of YOUR

ANSWER AND COUNTERCLAIMS that “Property Solutions denies that Yardi

has any valid and protectable copyrights.”

INTERROGATORY NO. 18: STATE ALL BASES for YOUR allegation in paragraph 110 of YOUR

ANSWER AND COUNTERCLAIMS that “Yardi has not taken adequate steps to

protect its alleged trade secrets.

INTERROGATORY NO. 19: STATE ALL BASES for YOUR affirmative defense of fair use.

INTERROGATORY NO. 20: STATE ALL BASES for YOUR affirmative defense of copyright misuse.

INTERROGATORY NO. 21: IDENTIFY all YARDI employees or representatives in India with whom

YOU, including any employee or agent of YOURS in India, have communicated

regarding any YARDI SOFTWARE or any software developed by YOU.


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REQUESTS FOR PRODUCTION

REQUEST FOR PRODUCTION NO. 1:

Produce all DOCUMENTS YOU referenced, referred to, or relied upon in

answering any interrogatories propounded by YARDI.


Produce all DOCUMENTS disclosed in any party's initial disclosures

pursuant to Federal Rule of Civil Procedure 26(a)(1)(A) and any supplement or

amendment to those disclosures.



drafting YOUR ANSWER AND COUNTERCLAIMS.


Produce all communication between YOU and YARDI CONCERNING

YOUR access to, possession of, copying of, or use of YARDI SOFTWARE.



YOUR design, development, modification, testing, or validation of ENTRATA or

any other software.


Produce all documents CONCERNING communication between YOU and

any employee or representative of YARDI in India CONCERNING any YARDI

SOFTWARE or any software developed by PROPERTY SOLUTIONS.


Produce all DOCUMENTS CONCERNING YOUR access to, possession of

copying of, or use of any YARDI SOFTWARE at any time.


Produce all DOCUMENTS CONCERNING YOUR installation or copying

of the VOYAGER SOFTWARE onto any computer.

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Produce all DOCUMENTS disclosed in any party’s initial disclosures












any other software.












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Produce all DOCUMENTS CONCERNING YOUR possession of a copy of


AND COUNTERCLAIMS, including but not limited to, all DOCUMENTS

CONCERNING the manner in which YOU obtained such copy, the reasons that

YOU obtained such copy, the manner in which YOU used such copy, and all other

circumstances surrounding YOUR acquisition of such copy.


Produce all DOCUMENTS CONCERNING YOUR accessing of any

computer or computer network belonging to YARDI.


Produce all DOCUMENTS CONCERNING the design, development,

modification, testing, or validation of ENTRATA that mention or refer to YARDI,

the VOYAGER SOFTWARE, the GENESIS SOFTWARE, or any element or

feature of any YARDI SOFTWARE.


Produce all DOCUMENTS CONCERNING YOUR incorporation,

emulation, or consideration of any element, feature, or characteristic of the

VOYAGER SOFTWARE during the design, development, modification, testing, or

validation of ENTRATA.



emulation, or consideration of any element, feature, or characteristic of any other

property management software, including any software designed, developed,

marketed or sold by MRI Software or RealPage, during the design, development,

modification, testing, or validation of ENTRATA.


Produce all DOCUMENTS CONCERNING YOUR statement in paragraph

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10








REQUEST FOR PRODUCTION NO. 10: Produce all DOCUMENTS CONCERNING YOUR accessing of any


REQUEST FOR PRODUCTION NO. 11: Produce all DOCUMENTS CONCERNING the design, development,




REQUEST FOR PRODUCTION NO. 12: Produce all DOCUMENTS CONCERNING YOUR incorporation,




REQUEST FOR PRODUCTION NO. 13: Produce all DOCUMENTS CONCERNING YOUR incorporation,





REQUEST FOR PRODUCTION NO. 14: Produce all DOCUMENTS CONCERNING YOUR statement in paragraph


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94 of YOUR ANSWER AND COUNTERCLAIMS that YOU looked at each of

YOUR competitors to determine how their software could be improved upon,

including but not limited to all documents CONCERNING that process.



modification, testing, or validation of any program, service, utility, or software of

YOURS that mention or refer to YARDI, the VOYAGER SOFTWARE, the

GENESIS SOFTWARE, or any element or feature of any YARDI SOFTWARE.


Produce all DOCUMENTS CONCERNING the value of any YARDI

SOFTWARE, any element or feature of any YARDI SOFTWARE, or any other

information regarding any YARDI SOFTWARE, including but not limited to, any

DOCUMENTS CONCERNING YOUR analysis or evaluation of such value.


Produce all DOCUMENTS CONCERNING any communication between

YOU and any customer of YARDI CONCERNING any license agreement, service

agreement, confidentiality agreement, nondisclosure agreement, terms of service, or

other contract or agreement between that customer and YARDI.


Produce all DOCUMENTS CONCERNING communications YOU had with

any PERSON CONCERNING any request that the PERSON provide YOU access

to any YARDI SOFTWARE.



any PERSON CONCERNING any request that the PERSON provide YOU a copy

of any YARDI SOFTWARE.

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REQUEST FOR PRODUCTION NO. 15: Produce all DOCUMENTS CONCERNING the design, development,




REQUEST FOR PRODUCTION NO. 16: Produce all DOCUMENTS CONCERNING the value of any YARDI




REQUEST FOR PRODUCTION NO. 17: Produce all DOCUMENTS CONCERNING any communication between




REQUEST FOR PRODUCTION NO. 18: Produce all DOCUMENTS CONCERNING communications YOU had with







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any PERSON CONCERNING any request for YARDI database tables, logic,

components of any YARDI SOFTWARE, or other information CONCERNING

any YARDI SOFTWARE.


Produce all DOCUMENTS CONCERNING YOUR use of or access to any

VOYAGER SOFTWARE test environment.


Produce all DOCUMENTS CONCERNING the comment posted to the

website hap : //mbrewergroup . com/2012/07/is-entrata-the-product-of-a-troj an-horse/

under the pseudonym of "PSI Disgust" which begins: "This is exactly what PSI

does and continues to do. I should know, I work for the company and watch it

happening on a daily basis. Dave Bateman told us client executives to get our

clients to open their Yardi/ASMI software in front of us so we can see what they're

doing", including but not limited to all DOCUMENTS CONCERNING any efforts

by YOU to determine the identity of the PERSON who made the comment.


Produce all DOCUMENTS CONCERNING any actions YOU took in

response to the comment described in Request for Production No. 22, including but

not limited to all DOCUMENTS CONCERNING any investigation into such

comment, any action taken against the individual who made the comment, and any

communication made by YOU or any PERSON in response to such comment.


Produce all DOCUMENTS CONCERNING the comments posted by Jeremy

Bell and Glenn Thomas in response to the comment referred to in Request for

Production No. 22, including but not limited to any communications with or among

Jeremy Bell or Glenn Thomas CONCERNING the comment referred to in Request

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any YARDI SOFTWARE.

REQUEST FOR PRODUCTION NO. 21: Produce all DOCUMENTS CONCERNING YOUR use of or access to any


REQUEST FOR PRODUCTION NO. 22: Produce all DOCUMENTS CONCERNING the comment posted to the

website http://mbrewergroup.com/2012/07/is-entrata-the-product-of-a-trojan-horse/

under the pseudonym of “PSI Disgust” which begins: “This is exactly what PSI



clients to open their Yardi/ASMI software in front of us so we can see what they're

doing”, including but not limited to all DOCUMENTS CONCERNING any efforts


REQUEST FOR PRODUCTION NO. 23: Produce all DOCUMENTS CONCERNING any actions YOU took in





REQUEST FOR PRODUCTION NO. 24: Produce all DOCUMENTS CONCERNING the comments posted by Jeremy





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for Production No. 20 or the responses that they posted to that comment.


Produce all DOCUMENTS CONCERNING any agreement or draft

agreements between YOU and YARDI.


Produce all DOCUMENTS CONCERNING any information that YARDI

provided YOU pursuant to any agreement between YOU and YARDI.


Produce DOCUMENTS sufficient to show all customers of YOURS that also

use any YARDI SOFTWARE.


Produce three executable copies of every version of ENTRATA and all

instructions necessary to set up, install, and exercise the executable copies.


Produce all user documentation and user manuals for ENTRATA.


Produce the SOURCE CODE for every version of ENTRATA.


Produce the database schema for ENTRATA, including all database tables,

columns, and relationships between tables and columns.


Produce all developer documentation for ENTRATA, including, but not

limited to, all versions of developer manuals, development plans, design or

functional specifications, workflow plans, requirements documentation, API

documentation, references to source code, sample code, instructional materials,

internal and external release notes, and any other DOCUMENTS prepared or used

in connection with the design, development, modification, testing, or validation of

ENTRATA.

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REQUEST FOR PRODUCTION NO. 25: Produce all DOCUMENTS CONCERNING any agreement or draft


REQUEST FOR PRODUCTION NO. 26: Produce all DOCUMENTS CONCERNING any information that YARDI


REQUEST FOR PRODUCTION NO. 27: Produce DOCUMENTS sufficient to show all customers of YOURS that also


REQUEST FOR PRODUCTION NO. 28: Produce three executable copies of every version of ENTRATA and all


REQUEST FOR PRODUCTION NO. 29: Produce all user documentation and user manuals for ENTRATA.

REQUEST FOR PRODUCTION NO. 30: Produce the SOURCE CODE for every version of ENTRATA.

REQUEST FOR PRODUCTION NO. 31: Produce the database schema for ENTRATA, including all database tables,


REQUEST FOR PRODUCTION NO. 32: Produce all developer documentation for ENTRATA, including, but not






ENTRATA.


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YOU and any third party CONCERNING any features, operations, characteristics,

benefits, or qualities of the VOYAGER SOFTWARE.


Produce all DOCUMENTS CONCERNING any comparison of any features,

operations, characteristics, or benefits of ENTRATA to any features, operations,

characteristics, or benefits of the VOYAGER SOFTWARE.


Produce all DOCUMENTS CONCERNING any bugs or technological

problems that have been reported or discovered with respect to ENTRATA.


Produce all DOCUMENTS CONCERNING YOUR allegation that YARDI

has provided YOU screen shots, detailed instructions, and database table field

names from the VOYAGER SOFTWARE, as alleged in paragraph 84 of YOUR

ANSWER AND COUNTERCLAIMS.


Produce all DOCUMENTS CONCERNING any technical information YOU

contend YARDI provided YOU regarding any YARDI SOFTWARE.


Produce all DOCUMENTS CONCERNING YOUR allegation that YOU

were an "approved integration partner" for both self-hosted and Yardi-hosted

clients, as alleged in paragraph 77 of YOUR ANSWER AND COUNTERCLAIMS.


Produce DOCUMENTS sufficient to show all Internet Protocol ("IP")

addresses registered to or used by YOU from 2009 to the present.

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REQUEST FOR PRODUCTION NO. 33: Produce all DOCUMENTS CONCERNING any communication between



REQUEST FOR PRODUCTION NO. 34: Produce all DOCUMENTS CONCERNING any comparison of any features,



REQUEST FOR PRODUCTION NO. 35: Produce all DOCUMENTS CONCERNING any bugs or technological


REQUEST FOR PRODUCTION NO. 36: Produce all DOCUMENTS CONCERNING YOUR allegation that YARDI




REQUEST FOR PRODUCTION NO. 37: Produce all DOCUMENTS CONCERNING any technical information YOU


REQUEST FOR PRODUCTION NO. 38: Produce all DOCUMENTS CONCERNING YOUR allegation that YOU

were an “approved integration partner” for both self-hosted and Yardi-hosted


REQUEST FOR PRODUCTION NO. 39: Produce DOCUMENTS sufficient to show all Internet Protocol (“IP”)



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Produce DOCUMENTS sufficient to show every computer owned or

operated by YOU which has ever had a copy of the VOYAGER SOFTWARE on it.


Produce DOCUMENTS sufficient to show every one of YOUR or YOUR

subsidiaries' or affiliates' officers, employees, contractors, agents, or

representatives that has ever had access to any YARDI SOFTWARE.


Produce all contracts between YOU and any affiliate, subsidiary, consultant

or contractor who had any involvement in the design, development, modification,

testing or validation of ENTRATA or any other software purportedly developed by

YOU.


Produce, separately for each year of operation, DOCUMENTS sufficient to

show the distribution, sales, and licensing of ENTRATA, including DOCUMENTS

sufficient to show all revenue and profit YOU derived from the distribution, sale, or

licensing of ENTRATA; the number of units distributed, sold, or licensed; the

dollar amount generated from such distributions, sales, or licenses; the dates during

which ENTRATA was sold, distributed, or licensed; where, by whom, to whom

ENTRATA was sold, distributed, or licensed; and the number of rental units

managed by the copies of ENTRATA distributed, sold, or licensed.


Produce all DOCUMENTS CONCERNING the marketing, sale, licensing, or

distribution of ENTRATA that mention or refer to the VOYAGER SOFTWARE or

any YARDI SOFTWARE.


Produce all DOCUMENTS RELATING TO the "gap analysis" YOU allege

YOU performed in paragraph 88 of YOUR ANSWER AND COUNTERCLAIMS.

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REQUEST FOR PRODUCTION NO. 40: Produce DOCUMENTS sufficient to show every computer owned or


REQUEST FOR PRODUCTION NO. 41: Produce DOCUMENTS sufficient to show every one of YOUR or YOUR

subsidiaries’ or affiliates’ officers, employees, contractors, agents, or


REQUEST FOR PRODUCTION NO. 42: Produce all contracts between YOU and any affiliate, subsidiary, consultant



YOU.

REQUEST FOR PRODUCTION NO. 43: Produce, separately for each year of operation, DOCUMENTS sufficient to








REQUEST FOR PRODUCTION NO. 44: Produce all DOCUMENTS CONCERNING the marketing, sale, licensing, or


any YARDI SOFTWARE.

REQUEST FOR PRODUCTION NO. 45: Produce all DOCUMENTS RELATING TO the “gap analysis” YOU allege



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Produce all deposit materials submitted to the U.S. Copyright Office in

connection with the applications for all copyrights owned by YOU or for which

YOU have applied.


Produce all DOCUMENTS CONCERNING any effort to gain intellectual

property rights (including copyrights, trade secrets, and patents) in or to

ENTRATA, including but not limited to all deposit materials submitted in

connection with any application for a copyright in ENTRATA.


Produce all DOCUMENTS discussing, analyzing, or evaluating any of the

intellectual property rights that YARDI has asserted in this lawsuit.


Produce all DOCUMENTS CONCERNING the factual basis for either of

YOUR claims for declaratory judgment not produced pursuant to any other request.


Produce all DOCUMENTS CONCERNING any of the affirmative defenses

set forth in YOUR ANSWER AND COUNTERCLAIMS not produced pursuant to

any other request.


Produce all DOCUMENTS CONCERNING any of the allegations in YOUR

ANSWER AND COUNTERCLAIMS not produced pursuant to any other request.


Produce DOCUMENTS sufficient to show YOUR policies and/or procedures

regarding the retention of DOCUMENTS and/or other records.

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REQUEST FOR PRODUCTION NO. 46: Produce all deposit materials submitted to the U.S. Copyright Office in


YOU have applied.

REQUEST FOR PRODUCTION NO. 47: Produce all DOCUMENTS CONCERNING any effort to gain intellectual




REQUEST FOR PRODUCTION NO. 48: Produce all DOCUMENTS discussing, analyzing, or evaluating any of the


REQUEST FOR PRODUCTION NO. 49: Produce all DOCUMENTS CONCERNING the factual basis for either of


REQUEST FOR PRODUCTION NO. 50: Produce all DOCUMENTS CONCERNING any of the affirmative defenses


any other request.

REQUEST FOR PRODUCTION NO. 51: Produce all DOCUMENTS CONCERNING any of the allegations in YOUR


REQUEST FOR PRODUCTION NO. 52: Produce DOCUMENTS sufficient to show YOUR policies and/or procedures



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Dated: March 3, 2014. BROWNSTEIN HYATT FARBER SCHRECK, LLP

By: s/ John V. McDermott JOHN V. MCDERMOTT KARL L. SCHOCK ERIC BERG Attorneys for Plaintiff Yardi Systems, Inc.

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Dated: March 3, 2014.

BROWNSTEIN HYATT FARBER SCHRECK, LLP

By: s/ John V. McDermott JOHN V. MCDERMOTT KARL L. SCHOCK ERIC BERG Attorneys for Plaintiff Yardi Systems, Inc.


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PROOF OF SERVICE

I certify and declare that I am over the age of 18 years, and not a party to the

above-captioned matter. On March 3, 2014, I served a true and correct copy of the

foregoing YARDI SYSTEMS, INC.'S INTERROGATORIES AND

REQUESTS FOR PRODUCTION OF DOCUMENTS, SET ONE via

Electronic Mail properly directed to the following:

[email protected]

[email protected]

[email protected]

[email protected]

[email protected]

[email protected]

MORRISON & FOERSTER LLP Attorneys for Defendant and Counterclaimant Property Solutions International, Inc.

I declare that I am employed in the office of a member of the bar of this court

at whose direction the service was made.

Executed on March 3, 2014.

s/ Paulette M. Chesson Paulette M. Chesson

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1

PROOF OF SERVICE

I certify and declare that I am over the age of 18 years, and not a party to the

above-captioned matter. On March 3, 2014, I served a true and correct copy of the

foregoing YARDI SYSTEMS, INC.’S INTERROGATORIES AND

REQUESTS FOR PRODUCTION OF DOCUMENTS, SET ONE via

Electronic Mail properly directed to the following:

[email protected] [email protected]

[email protected]

[email protected]

[email protected]

[email protected]

MORRISON & FOERSTER LLP Attorneys for Defendant and Counterclaimant Property Solutions International, Inc.

I declare that I am employed in the office of a member of the bar of this court

at whose direction the service was made.

Executed on March 3, 2014.

s/ Paulette M. Chesson Paulette M. Chesson


EXHIBIT B EXHIBIT B


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Brownstein Hyatt Farber Schreck, LLP Margo J. Arnold (State Bar No. 278288) [email protected] 2049 Century Park East, Suite 3550 Los Angeles, CA 90067 Telephone: 310.564.8679 Facsimile: 310.500.4602

Brownstein Hyatt Farber Schreck, LLP John V. McDermott (Pro Hac Vice) (Colorado State Bar No. 11854) [email protected] Lawrence W. Treece (Pro Hac Vice) Van Aaron Hughes (Pro Hac Vice) Michael D. Hoke (Pro Hac Vice) 410 Seventeenth Street, Suite 2200 Denver, CO 80202-4433 Telephone: 303.223.1100 Facsimile: 303.223.1111





Plaintiff,

v.

PROPERTY SOLUTIONS, INTERNATIONAL, INC.,

Defendant.

PR • PERTY • LUTI • N INTERNATIONAL, INC.,

Counterclaimant,

v.


Counterdefendant.

1

Case No. 2:13-cv-07764-FMO-CW


PLAINTIFF YARDI SYSTEMS, INC.'S FIRST SUPPLEMENTAL SET OF WRITTEN DISCOVERY REQUESTS

PLAINTIFF YARDI SYSTEMS, INC.'S FIRST SUPPLEMENTAL SET OF WRITTEN

TITSCOVFR V .1 1-CV-07764-FTVTO-CW

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1 PLAINTIFF YARDI SYSTEMS, INC.’S

FIRST SUPPLEMENTAL SET OF WRITTEN DISCOVERY 2:13-CV-07764-FMO-CW

Brownstein Hyatt Farber Schreck, LLP Margo J. Arnold (State Bar No. 278288) [email protected] 2049 Century Park East, Suite 3550 Los Angeles, CA 90067 Telephone: 310.564.8679 Facsimile: 310.500.4602 Brownstein Hyatt Farber Schreck, LLP John V. McDermott (Pro Hac Vice) (Colorado State Bar No. 11854) [email protected] Lawrence W. Treece (Pro Hac Vice) Van Aaron Hughes (Pro Hac Vice) Michael D. Hoke (Pro Hac Vice) 410 Seventeenth Street, Suite 2200 Denver, CO 80202-4433 Telephone: 303.223.1100 Facsimile: 303.223.1111





Plaintiff,

v.

PROPERTY SOLUTIONS, INTERNATIONAL, INC.,

Defendant.

Case No. 2:13-cv-07764-FMO-CW


PLAINTIFF YARDI SYSTEMS, INC.’S FIRST SUPPLEMENTAL SET OF WRITTEN DISCOVERY REQUESTS


Counterclaimant,

v.


Counterdefendant.


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PROPOUNDING PARTY: RESPONDING PARTY:

SUPPLEMENTAL SET NO:

PLAINTIFF YARDI SYSTEMS, INC. DEFENDANT PROPERTY SOLUTIONS INTERNATIONAL, INC.

ONE

In accordance with the Court's June 5, 2015 Order re: Ex Parte Application

(ECF No. 128), and pursuant to Federal Rules of Civil Procedure 26, 33, 34 and 36,

Plaintiff Yardi Systems, Inc. propounds the following requests for admission,

interrogatories and requests for production of documents to Defendant Property

Solutions International, Inc.:

DEFINITIONS


indicated:

1. "YARDI" means Yardi Systems, Inc., including its officers,


2. "PROPERTY SOLUTIONS" and "YOU" mean Property Solutions








3. "EMPLOYEES" means, without limitation, any employee, contractor,

agent, or representative of YOURS or of any subsidiary, division, or affiliate of

YOURS, including those working or located in India, including but not limited to

any such employee, contractor, agent, or representative of DB Xento Systems

Private Limited.

4. "CONCERNING" and "RELATING TO" mean consisting of,

2 PLAINTIFF YARDI SYSTEMS, INC.'S

FIRST SUPPLEMENTAL SET OF WRITTEN TITSCOVFR V .1 1-CV-07764-FTVTO-CW

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PROPOUNDING PARTY: PLAINTIFF YARDI SYSTEMS, INC. RESPONDING PARTY: DEFENDANT PROPERTY SOLUTIONS INTERNATIONAL, INC.

SUPPLEMENTAL SET NO: ONE

In accordance with the Court’s June 5, 2015 Order re: Ex Parte Application

(ECF No. 128), and pursuant to Federal Rules of Civil Procedure 26, 33, 34 and 36,

Plaintiff Yardi Systems, Inc. propounds the following requests for admission,

interrogatories and requests for production of documents to Defendant Property

Solutions International, Inc.:

DEFINITIONS


indicated:

1. “YARDI” means Yardi Systems, Inc., including its officers,


2. “PROPERTY SOLUTIONS” and “YOU” mean Property Solutions








3. “EMPLOYEES” means, without limitation, any employee, contractor,

agent, or representative of YOURS or of any subsidiary, division, or affiliate of

YOURS, including those working or located in India, including but not limited to

any such employee, contractor, agent, or representative of DB Xento Systems

Private Limited.

4. “CONCERNING” and “RELATING TO” mean consisting of,


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5. "DOCUMENT" means anything a party is permitted to request from



6. "REAL-TIME MESSAGES" means any type of electronic

communication made via personal email (as opposed to official PROPERTY

SOLUTIONS email), Skype®, Microsoft Lync®, any Short Message Service (SMS)

system, Extended Message Service (EMS) system, Multimedia Messaging Service

(MMS) system, or any other means of electronic communication other than voice-

only communications.

7. "ENTRATA" shall refer to any and all versions of PROPERTY

SOLUTIONS' software program or programs known as Entrata Core that include,

included, or were intended to include general ledger, accounts payable, and

accounts receivable functionality, as distinct from prior versions of ResidentWorks,

RWx, or VantageXP that did not include such functionality. To the extent that

Entrata Core is a successor to or continuation of the ResidentWorks program, as

PROPERTY SOLUTIONS has represented that its "ResidentWorks product

remained a passive project for Property Solutions for several years," (Statement of

Uncontroverted Facts (ECF No. 106-2) at D7), "ENTRATA" is meant to refer to

that product only after it was no longer a "passive project" and was actively in

development by PROPERTY SOLUTIONS.

8. "EXPRESSLY" means by way of actual and direct communications

(such as letter, email (whether directly ("To") or by way of a copy ("Cc") or blind

copy ("Bcc")), telephone call, etc., but excludes any communications made only

INDIRECTLY.

9. "INDIRECTLY" means not expressly or explicitly stated directly, or

communicated only through a third party.


FIRST SUPPLEMENTAL SET OF WRITTEN TITSCOVFR V .1 1—CV-07764—FTVTO—CW

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5. “DOCUMENT” means anything a party is permitted to request from



6. “REAL-TIME MESSAGES” means any type of electronic

communication made via personal email (as opposed to official PROPERTY

SOLUTIONS email), Skype®, Microsoft Lync®, any Short Message Service (SMS)

system, Extended Message Service (EMS) system, Multimedia Messaging Service

(MMS) system, or any other means of electronic communication other than voice-

only communications.

7. “ENTRATA” shall refer to any and all versions of PROPERTY

SOLUTIONS’ software program or programs known as Entrata Core that include,

included, or were intended to include general ledger, accounts payable, and

accounts receivable functionality, as distinct from prior versions of ResidentWorks,

RWx, or VantageXP that did not include such functionality. To the extent that

Entrata Core is a successor to or continuation of the ResidentWorks program, as

PROPERTY SOLUTIONS has represented that its “ResidentWorks product

remained a passive project for Property Solutions for several years,” (Statement of

Uncontroverted Facts (ECF No. 106-2) at D7), “ENTRATA” is meant to refer to

that product only after it was no longer a “passive project” and was actively in

development by PROPERTY SOLUTIONS.

8. “EXPRESSLY” means by way of actual and direct communications

(such as letter, email (whether directly (“To”) or by way of a copy (“Cc”) or blind

copy (“Bcc”)), telephone call, etc., but excludes any communications made only

INDIRECTLY.

9. “INDIRECTLY” means not expressly or explicitly stated directly, or

communicated only through a third party.


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10. "IDENTIFY" means:



person's present business address and telephone number is unknown, the

person's last known home and business address and last known home and










11. "PERSON" and "PEOPLE" include natural persons, firms,


entities.

12. "SOURCE CODE" shall refer to all source code, including: electronic

files containing PHP or SQL code; all makefiles, history files, or similar code-

generation control files for such source code; the compiler (if any) used in the

development of such source code; and the output of any compiled source code

including binary files and debug files.

13. "CODE REPOSITORY" shall refer to any version control system,

revision control system, source control system, source code repository, or other

code warehousing system including, but not limited to, Subversion (SVN).

14. "STATE WITH SPECIFICITY," "STATE ALL BASES," and

"STATE THE BASIS" mean to state fully and describe all material facts or

opinions, including, without limitation, all material facts or opinions that concern PLAINTIFF YARDI SYSTEMS, INC.'S


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10. “IDENTIFY” means:



person’s present business address and telephone number is unknown, the

person’s last known home and business address and last known home and










11. “PERSON” and “PEOPLE” include natural persons, firms,


entities.

12. “SOURCE CODE” shall refer to all source code, including: electronic

files containing PHP or SQL code; all makefiles, history files, or similar code-

generation control files for such source code; the compiler (if any) used in the

development of such source code; and the output of any compiled source code

including binary files and debug files.

13. “CODE REPOSITORY” shall refer to any version control system,

revision control system, source control system, source code repository, or other

code warehousing system including, but not limited to, Subversion (SVN).

14. “STATE WITH SPECIFICITY,” “STATE ALL BASES,” and

“STATE THE BASIS” mean to state fully and describe all material facts or



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using such phrase.

15. "VOYAGER SOFTWARE" shall refer to any and all versions of

YARDI's software program known as Yardi Voyager®.

16. "VOYAGER DATABASE" shall refer to any database schema, and

any implementation of such schemata, designed by YARDI and used to store data

used by the VOYAGER SOFTWARE.

17. "YOUR CUSTOM INTERFACE" shall refer to any software designed

by YOU to facilitate the exchange of information between the VOYAGER

SOFTWARE or any VOYAGER DATABASE and any other software product

developed or designed by YOU.

INSTRUCTIONS




2. Documents should be produced in accordance with the terms of the

court's August 4, 2014 Order Governing Discovery of Electronically Stored

Information. Source code and other documents written in a computer programming

language, as well as any version control files or executable files, should be

produced in native electronic format, and shall be listed on an index assigning each

file a unique Bates number.

3. While the court's June 5, 2015 Order Re: Ex Parte Application limits

the scope of these discovery requests to "statements, actions or omissions by PSI

prior to October 21, 2010," responsive documents dated after October 21, 2010

must nevertheless be produced to the extent they relate to "statements, actions or

omissions by PSI prior to October 21, 2010."


interrogatory, say so, but make a reasonable and good faith effort to get the PLAINTIFF YARDI SYSTEMS, INC.'S

FIRST SUPPLEMENTAL SET OF WRITTEN TITSCOVFR V .1 1-CV-07764-FMO-CW

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using such phrase.

15. “VOYAGER SOFTWARE” shall refer to any and all versions of

YARDI’s software program known as Yardi Voyager®.

16. “VOYAGER DATABASE” shall refer to any database schema, and

any implementation of such schemata, designed by YARDI and used to store data

used by the VOYAGER SOFTWARE.

17. “YOUR CUSTOM INTERFACE” shall refer to any software designed

by YOU to facilitate the exchange of information between the VOYAGER

SOFTWARE or any VOYAGER DATABASE and any other software product

developed or designed by YOU.

INSTRUCTIONS




2. Documents should be produced in accordance with the terms of the

court’s August 4, 2014 Order Governing Discovery of Electronically Stored

Information. Source code and other documents written in a computer programming

language, as well as any version control files or executable files, should be

produced in native electronic format, and shall be listed on an index assigning each

file a unique Bates number.

3. While the court’s June 5, 2015 Order Re: Ex Parte Application limits

the scope of these discovery requests to “statements, actions or omissions by PSI

prior to October 21, 2010,” responsive documents dated after October 21, 2010

must nevertheless be produced to the extent they relate to “statements, actions or

omissions by PSI prior to October 21, 2010.”




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matter; and





REQUESTS FOR ADMISSION

REQUEST FOR ADMISSION NO. 1:

Admit that YOU did not EXPRESSLY inform YARDI prior to October 21,

2010 that YOU had possession, custody or control of the VOYAGER SOFTWARE

(as distinguished from a VOYAGER DATABASE).


Admit that YOU did not EXPRESSLY publicly disclose prior to October 21,





2010 that YOU were developing ENTRATA.



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matter; and





REQUESTS FOR ADMISSION






Admit that YOU did not EXPRESSLY publicly disclose prior to October 21,





2010 that YOU were developing ENTRATA.


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PROPERTY SOLUTIONS asserted in its Motion for Summary Judgment

filings that "ResidentWorks remained a passive project for Property Solutions for

several years." Statement of Uncontroverted Facts (ECF No. 106-2) at D7. Admit

that, after ResidentWorks became a "passive project," YOU did not publicly

disclose prior to October 21, 2010 that YOU were actively developing ENTRATA.


Admit that, prior to October 21, 2010, YOU did not EXPRESSLY obtain

YARDI's permission or authorization to possess the VOYAGER SOFTWARE (as

distinguished from a VOYAGER DATABASE).


Admit that, prior to October 21, 2010, YOU did not obtain a copy of the

VOYAGER SOFTWARE (as distinguished from a VOYAGER DATABASE) from

Western National Group.


Admit that, prior to October 21, 2010, YOU did not EXPRESSLY inform

Western National Group that YOU needed a VOYAGER SOFTWARE license file

from them for the purpose of installing and operating the VOYAGER SOFTWARE



Admit that, prior to October 21, 2010, YOU did not terminate the Non-

Disclosure Agreement executed between YARDI and YOU in February 2006 (as

reflected in Deposition Exhibit 62, YAR-0000002-03).


Admit that, prior to October 21, 2010, YOU understood that YOU were

bound by the terms of the Non-Disclosure Agreement executed between YARDI

and YOU in February 2006 (as reflected in Deposition Exhibit 62, YAR-0000002-

03).



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PROPERTY SOLUTIONS asserted in its Motion for Summary Judgment

filings that “ResidentWorks remained a passive project for Property Solutions for

several years.” Statement of Uncontroverted Facts (ECF No. 106-2) at D7. Admit

that, after ResidentWorks became a “passive project,” YOU did not publicly

disclose prior to October 21, 2010 that YOU were actively developing ENTRATA.


Admit that, prior to October 21, 2010, YOU did not EXPRESSLY obtain

YARDI’s permission or authorization to possess the VOYAGER SOFTWARE (as

distinguished from a VOYAGER DATABASE).


Admit that, prior to October 21, 2010, YOU did not obtain a copy of the

VOYAGER SOFTWARE (as distinguished from a VOYAGER DATABASE) from

Western National Group.


Admit that, prior to October 21, 2010, YOU did not EXPRESSLY inform

Western National Group that YOU needed a VOYAGER SOFTWARE license file

from them for the purpose of installing and operating the VOYAGER SOFTWARE



Admit that, prior to October 21, 2010, YOU did not terminate the Non-


reflected in Deposition Exhibit 62, YAR-0000002–03).


Admit that, prior to October 21, 2010, YOU understood that YOU were

bound by the terms of the Non-Disclosure Agreement executed between YARDI

and YOU in February 2006 (as reflected in Deposition Exhibit 62, YAR-0000002–

03).


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Admit that, prior to October 21, 2010, YOU understood that the Non-


reflected in Deposition Exhibit 62, YAR-0000002-03) applied to information

YARDI provided to YOU for any purpose related to YOUR CUSTOM

INTERFACE.


Admit that in 2007 YOU sent YARDI a copy of the SOURCE CODE for

YOUR CUSTOM INTERFACE with the understanding that YARDI could review

it before hosting YOUR CUSTOM INTERFACE on YARDI's servers.


Admit that, prior to October 21, 2010, the SOURCE CODE for YOUR

CUSTOM INTERFACE did not disclose that YOU possessed the VOYAGER

SOFTWARE.


Admit that, prior to October 21, 2010, YOU did not suffer any damages

caused by or resulting from YARDI's decompilation of YOUR CUSTOM

INTERFACE.


Admit that Legacy Partners did not provide YOU with access to the

VOYAGER SOFTWARE user interface (as distinguished from a VOYAGER

DATABASE) prior to October 21, 2010.


Admit that YOU began developing ENTRATA prior to October 21, 2010.


Admit that, prior to October 21, 2010, YOU deleted DOCUMENTS

regarding YOUR development of ENTRATA.



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Admit that, prior to October 21, 2010, YOU understood that the Non-


reflected in Deposition Exhibit 62, YAR-0000002–03) applied to information

YARDI provided to YOU for any purpose related to YOUR CUSTOM

INTERFACE.


Admit that in 2007 YOU sent YARDI a copy of the SOURCE CODE for

YOUR CUSTOM INTERFACE with the understanding that YARDI could review

it before hosting YOUR CUSTOM INTERFACE on YARDI’s servers.


Admit that, prior to October 21, 2010, the SOURCE CODE for YOUR

CUSTOM INTERFACE did not disclose that YOU possessed the VOYAGER

SOFTWARE.


Admit that, prior to October 21, 2010, YOU did not suffer any damages

caused by or resulting from YARDI’s decompilation of YOUR CUSTOM

INTERFACE.


Admit that Legacy Partners did not provide YOU with access to the

VOYAGER SOFTWARE user interface (as distinguished from a VOYAGER

DATABASE) prior to October 21, 2010.


Admit that YOU began developing ENTRATA prior to October 21, 2010.


Admit that, prior to October 21, 2010, YOU deleted DOCUMENTS

regarding YOUR development of ENTRATA.


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Admit that YOU deleted DOCUMENTS containing communications about

the development of ENTRATA that took place prior to October 21, 2010, between

YOU and any third parties (regardless of whether others, including YARDI, were

also copied on those communications).



the development of YOUR CUSTOM INTERFACE that took place prior to

October 21, 2010, between YOU and any third parties (regardless of whether

others, including YARDI, were also copied on those communications).


Admit that, prior to October 21, 2010, had YOU been confronted by YARDI

about whether YOU had possession, custody or control of the VOYAGER

SOFTWARE (as distinguished from a VOYAGER DATABASE), YOU would

have denied having possession, custody or control of the VOYAGER SOFTWARE

(as distinguished from a VOYAGER DATABASE) as YOU did beginning in

February 2012.


Admit that, during the course of developing, designing, or writing the code

for ENTRATA, YOUR EMPLOYEES exchanged DOCUMENTS prior to October

21, 2010 between or among the PEOPLE responsible for such development, design

or code writing.



for ENTRATA, YOUR EMPLOYEES exchanged REAL-TIME MESSAGES

before October 21, 2010 between or among the PEOPLE responsible for such

development, design or code writing.



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the development of ENTRATA that took place prior to October 21, 2010, between

YOU and any third parties (regardless of whether others, including YARDI, were

also copied on those communications).



the development of YOUR CUSTOM INTERFACE that took place prior to

October 21, 2010, between YOU and any third parties (regardless of whether

others, including YARDI, were also copied on those communications).


Admit that, prior to October 21, 2010, had YOU been confronted by YARDI

about whether YOU had possession, custody or control of the VOYAGER

SOFTWARE (as distinguished from a VOYAGER DATABASE), YOU would

have denied having possession, custody or control of the VOYAGER SOFTWARE

(as distinguished from a VOYAGER DATABASE) as YOU did beginning in

February 2012.



for ENTRATA, YOUR EMPLOYEES exchanged DOCUMENTS prior to October

21, 2010 between or among the PEOPLE responsible for such development, design

or code writing.



for ENTRATA, YOUR EMPLOYEES exchanged REAL-TIME MESSAGES

before October 21, 2010 between or among the PEOPLE responsible for such

development, design or code writing.


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INTERROGATORIES


If any of YOUR responses to YARDI's Requests for Admission above were

anything other than an unqualified admission, then for each response that was not

an unqualified admission STATE ALL BASES for YOUR response, IDENTIFY all

persons with knowledge of the facts material to YOUR response, and IDENTIFY

all DOCUMENTS that support your response.


IDENTIFY all DOCUMENTS YOU contend placed YARDI on notice prior

to October 21, 2010 that YOU possessed the VOYAGER SOFTWARE.


IDENTIFY all third parties that provided YOU with a copy of the

VOYAGER SOFTWARE (as distinguished from a VOYAGER DATABASE), a

VOYAGER SOFTWARE license file, or access to the VOYAGER SOFTWARE

(as distinguished from a VOYAGER DATABASE) prior to October 21, 2010, and

for each STATE WITH SPECIFICITY what that third party provided to YOU,

when YOU received it, and whether YOU informed YARDI prior to October 21,

2010 that you had received it.


STATE WITH SPECIFICITY what investigation YOU believe YARDI

could have conducted prior to October 21, 2010 that would have revealed that YOU

possessed the VOYAGER SOFTWARE (as distinguished from a VOYAGER

DATABASE).


Mr. Bateman testified that "And so I remember there were times over the

years that the repositories would get really bloated and it would take forever to

update or commit. And so there were times when we just wiped it out and started

over which hasn't happened in a couple of years." Bateman Tr. at 135:24-136:4.



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INTERROGATORIES

INTERROGATORY NO. 26: If any of YOUR responses to YARDI’s Requests for Admission above were

anything other than an unqualified admission, then for each response that was not

an unqualified admission STATE ALL BASES for YOUR response, IDENTIFY all

persons with knowledge of the facts material to YOUR response, and IDENTIFY

all DOCUMENTS that support your response.

INTERROGATORY NO. 27: IDENTIFY all DOCUMENTS YOU contend placed YARDI on notice prior

to October 21, 2010 that YOU possessed the VOYAGER SOFTWARE.

INTERROGATORY NO. 28: IDENTIFY all third parties that provided YOU with a copy of the

VOYAGER SOFTWARE (as distinguished from a VOYAGER DATABASE), a

VOYAGER SOFTWARE license file, or access to the VOYAGER SOFTWARE

(as distinguished from a VOYAGER DATABASE) prior to October 21, 2010, and

for each STATE WITH SPECIFICITY what that third party provided to YOU,

when YOU received it, and whether YOU informed YARDI prior to October 21,

2010 that you had received it.

INTERROGATORY NO. 29: STATE WITH SPECIFICITY what investigation YOU believe YARDI

could have conducted prior to October 21, 2010 that would have revealed that YOU

possessed the VOYAGER SOFTWARE (as distinguished from a VOYAGER

DATABASE).

INTERROGATORY NO. 30: Mr. Bateman testified that “And so I remember there were times over the

years that the repositories would get really bloated and it would take forever to

update or commit. And so there were times when we just wiped it out and started

over which hasn't happened in a couple of years.” Bateman Tr. at 135:24–136:4.


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STATE WITH SPECIFICITY the circumstances under which YOUR SOURCE

CODE REPOSITORY was "wiped . . . out" or deleted, including who decided to

wipe out or delete YOUR SOURCE CODE REPOSITORY, who at PROPERTY

SOLUTIONS was aware that the SOURCE CODE REPOSITORY had been wiped

out or deleted, and IDENTIFY any communications YOU have produced that relate

to the wiping out or deletion of YOUR SOURCE CODE REPOSITORY.


STATE WITH SPECIFICITY any efforts YOU made prior to October 21,

2010 to ensure that information RELATING TO the VOYAGER SOFTWARE was

not improperly incorporated into ENTRATA or otherwise improperly used to

facilitate the development of ENTRATA.


STATE WITH SPECIFICITY YOUR policies and practices, as they were

prior to October 21, 2010, RELATING TO YOUR use of GoToMeeting,

TeamViewer, similar webconferencing software, or REAL-TIME MESSAGES,

including any policies or practices RELATING TO the recording of any

GoToMeeting instances, TeamViewer instances, other webconferences, or REAL-

TIME MESSAGES, the frequency with which YOUR EMPLOYEES would engage

in GoToMeetings, TeamViewer sessions, other webconferences, or REAL-TIME

MESSAGES, and any restrictions on the use of GoToMeeting, TeamViewer,

similar webconferencing software, or REAL-TIME MESSAGES.


STATE WITH SPECIFICITY YOUR procedures for communicating desired

ENTRATA design features to the PEOPLE who wrote the ENTRATA software

code and designed the ENTRATA database.


STATE WITH SPECIFICITY which, if any, of the proposals or work

product submitted to YOU by David Schneider prior to October 21, 2010 were ever PLAINTIFF YARDI SYSTEMS, INC.'S


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STATE WITH SPECIFICITY the circumstances under which YOUR SOURCE

CODE REPOSITORY was “wiped . . . out” or deleted, including who decided to

wipe out or delete YOUR SOURCE CODE REPOSITORY, who at PROPERTY

SOLUTIONS was aware that the SOURCE CODE REPOSITORY had been wiped

out or deleted, and IDENTIFY any communications YOU have produced that relate

to the wiping out or deletion of YOUR SOURCE CODE REPOSITORY.

INTERROGATORY NO. 31: STATE WITH SPECIFICITY any efforts YOU made prior to October 21,

2010 to ensure that information RELATING TO the VOYAGER SOFTWARE was

not improperly incorporated into ENTRATA or otherwise improperly used to

facilitate the development of ENTRATA.

INTERROGATORY NO. 32: STATE WITH SPECIFICITY YOUR policies and practices, as they were

prior to October 21, 2010, RELATING TO YOUR use of GoToMeeting,

TeamViewer, similar webconferencing software, or REAL-TIME MESSAGES,

including any policies or practices RELATING TO the recording of any

GoToMeeting instances, TeamViewer instances, other webconferences, or REAL-

TIME MESSAGES, the frequency with which YOUR EMPLOYEES would engage

in GoToMeetings, TeamViewer sessions, other webconferences, or REAL-TIME

MESSAGES, and any restrictions on the use of GoToMeeting, TeamViewer,

similar webconferencing software, or REAL-TIME MESSAGES.

INTERROGATORY NO. 33: STATE WITH SPECIFICITY YOUR procedures for communicating desired

ENTRATA design features to the PEOPLE who wrote the ENTRATA software

code and designed the ENTRATA database.

INTERROGATORY NO. 34: STATE WITH SPECIFICITY which, if any, of the proposals or work

product submitted to YOU by David Schneider prior to October 21, 2010 were ever


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incorporated into ENTRATA, including the DOCUMENT, DOCUMENTS, or

REAL-TIME MESSAGES in which the proposal or work product was submitted to

YOU, the date on which the proposal or work product was incorporated into

ENTRATA, and who incorporated the proposal or work product into ENTRATA.



Produce all communications prior to October 21, 2010 between or among

YOU and Western National Group or any of its employees or representatives,

including but not limited to Ken Hodges and Matthew Stoehr.


Produce all DOCUMENTS RELATING TO YOUR possession or use prior

to October 21, 2010 of the VOYAGER SOFTWARE license file you received from

Western National Group (as reflected in Deposition Exhibit 177, PSI-0328201-04),

including but not limited to any DOCUMENTS RELATING TO YOUR use of the

license file in testing YOUR CUSTOM INTERFACE.


Produce all DOCUMENTS dated prior to October 21, 2010 RELATING TO

the development of YOUR CUSTOM INTERFACE for use by Western National

Group.


Produce all communications prior to October 21, 2010 RELATING TO the

Non-Disclosure Agreement executed between YARDI and YOU in February 2006

(as reflected in Deposition Exhibit 62, YAR-0000002-03), including but not

limited to all communications in which YOU informed YOUR EMPLOYEES

about the Non-Disclosure Agreement, any of the provisions or terms of the Non-

Disclosure Agreement, or any of YOUR obligations under the Non-Disclosure

Agreement.



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incorporated into ENTRATA, including the DOCUMENT, DOCUMENTS, or

REAL-TIME MESSAGES in which the proposal or work product was submitted to

YOU, the date on which the proposal or work product was incorporated into

ENTRATA, and who incorporated the proposal or work product into ENTRATA.


REQUEST FOR PRODUCTION NO. 65: Produce all communications prior to October 21, 2010 between or among

YOU and Western National Group or any of its employees or representatives,

including but not limited to Ken Hodges and Matthew Stoehr.

REQUEST FOR PRODUCTION NO. 66: Produce all DOCUMENTS RELATING TO YOUR possession or use prior

to October 21, 2010 of the VOYAGER SOFTWARE license file you received from

Western National Group (as reflected in Deposition Exhibit 177, PSI-0328201–04),

including but not limited to any DOCUMENTS RELATING TO YOUR use of the

license file in testing YOUR CUSTOM INTERFACE.

REQUEST FOR PRODUCTION NO. 67: Produce all DOCUMENTS dated prior to October 21, 2010 RELATING TO

the development of YOUR CUSTOM INTERFACE for use by Western National

Group.

REQUEST FOR PRODUCTION NO. 68: Produce all communications prior to October 21, 2010 RELATING TO the

Non-Disclosure Agreement executed between YARDI and YOU in February 2006

(as reflected in Deposition Exhibit 62, YAR-0000002–03), including but not

limited to all communications in which YOU informed YOUR EMPLOYEES

about the Non-Disclosure Agreement, any of the provisions or terms of the Non-

Disclosure Agreement, or any of YOUR obligations under the Non-Disclosure

Agreement.


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Produce all DOCUMENTS RELATING TO YOUR understanding prior to

October 21, 2010 of the Non-Disclosure Agreement executed between YARDI and

YOU in February 2006 (as reflected in Deposition Exhibit 62, YAR-0000002-03).


Produce all DOCUMENTS RELATING TO any efforts by YOU to honor or

abide by the Non-Disclosure Agreement executed between YARDI and YOU in

February 2006 (as reflected in Deposition Exhibit 62, YAR-0000002-03).


Produce all DOCUMENTS dated prior to October 21, 2010 containing any of

the following terms or connectors: WNG; Western National; Hodges; Stoehr;

Shoemaker; 2006 /3 (NDA OR non-disclosure OR nondisclosure OR agreement);

Yardi /3 (NDA OR non-disclosure OR nondisclosure OR agreement); Yardi AND

(license OR lic); Voyager AND (license OR lic).


Produce all communications YOU had with any third party RELATING TO

any DOCUMENT YOU contend supports YOUR claim that YARDI was aware

prior to October 21, 2010 that YOU had access to the VOYAGER SOFTWARE in

2006.


Produce all communications YOU had with any third party RELATING TO


prior to October 21, 2010 that YOU would obtain or had obtained a license file for

the VOYAGER SOFTWARE for the purpose of gaining access to or use of the

VOYAGER SOFTWARE.


Produce all DOCUMENTS responsive to any of YARDI's previous

document requests that are stored on the "backup file" referenced on page 6, line 10 PLAINTIFF YARDI SYSTEMS, INC.'S


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REQUEST FOR PRODUCTION NO. 69: Produce all DOCUMENTS RELATING TO YOUR understanding prior to

October 21, 2010 of the Non-Disclosure Agreement executed between YARDI and

YOU in February 2006 (as reflected in Deposition Exhibit 62, YAR-0000002–03).

REQUEST FOR PRODUCTION NO. 70: Produce all DOCUMENTS RELATING TO any efforts by YOU to honor or

abide by the Non-Disclosure Agreement executed between YARDI and YOU in

February 2006 (as reflected in Deposition Exhibit 62, YAR-0000002–03).

REQUEST FOR PRODUCTION NO. 71: Produce all DOCUMENTS dated prior to October 21, 2010 containing any of

the following terms or connectors: WNG; Western National; Hodges; Stoehr;

Shoemaker; 2006 /3 (NDA OR non-disclosure OR nondisclosure OR agreement);

Yardi /3 (NDA OR non-disclosure OR nondisclosure OR agreement); Yardi AND

(license OR lic); Voyager AND (license OR lic).

REQUEST FOR PRODUCTION NO. 72: Produce all communications YOU had with any third party RELATING TO


prior to October 21, 2010 that YOU had access to the VOYAGER SOFTWARE in

2006.

REQUEST FOR PRODUCTION NO. 73: Produce all communications YOU had with any third party RELATING TO


prior to October 21, 2010 that YOU would obtain or had obtained a license file for

the VOYAGER SOFTWARE for the purpose of gaining access to or use of the

VOYAGER SOFTWARE.

REQUEST FOR PRODUCTION NO. 74: Produce all DOCUMENTS responsive to any of YARDI’s previous

document requests that are stored on the “backup file” referenced on page 6, line 10


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of YOUR Opposition to YARDI's Ex Parte Application that YOU filed on June 4,

2015 (ECF No. 127).


Produce for forensic inspection and mirroring the "backup file" referenced on

page 6, line 10 of YOUR Opposition to YARDI's Ex Parte Application that YOU

filed on June 4, 2015 (ECF No. 127).


Produce all communications with YARDI RELATING TO YOUR

possession of YARDI's VOYAGER SOFTWARE before October 21, 2010,

including but not limited to any communications you contend should have put

YARDI on notice of YOUR possession of the VOYAGER SOFTWARE.


Deposition Exhibit 112 (PSI-0102956) contains an email from Dharmesh

Shroff requesting "Venky" Gubbala not to include "Yardi related details" in email

communications. Produce all communications prior to October 21, 2010 in which

YOU instructed or requested any person or group not to email, write, discuss, or

memorialize matters or issues RELATING TO YARDI.


Produce all communications prior to October 21, 2010 RELATING TO any

instructions or guidelines YOU provided to YOUR EMPLOYEES for

communicating with YARDI, including but not limited to any limits on what they

might have been permitted to disclose to YARDI.


Produce all communications RELATING TO YOUR use of the VOYAGER

SOFTWARE before October 21, 2010.


Produce all organizational charts for PROPERTY SOLUTIONS prior to

October 21, 2010.



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of YOUR Opposition to YARDI’s Ex Parte Application that YOU filed on June 4,

2015 (ECF No. 127).

REQUEST FOR PRODUCTION NO. 75: Produce for forensic inspection and mirroring the “backup file” referenced on

page 6, line 10 of YOUR Opposition to YARDI’s Ex Parte Application that YOU

filed on June 4, 2015 (ECF No. 127).

REQUEST FOR PRODUCTION NO. 76: Produce all communications with YARDI RELATING TO YOUR

possession of YARDI’s VOYAGER SOFTWARE before October 21, 2010,

including but not limited to any communications you contend should have put

YARDI on notice of YOUR possession of the VOYAGER SOFTWARE.

REQUEST FOR PRODUCTION NO. 77: Deposition Exhibit 112 (PSI-0102956) contains an email from Dharmesh

Shroff requesting “Venky” Gubbala not to include “Yardi related details” in email

communications. Produce all communications prior to October 21, 2010 in which

YOU instructed or requested any person or group not to email, write, discuss, or

memorialize matters or issues RELATING TO YARDI.

REQUEST FOR PRODUCTION NO. 78: Produce all communications prior to October 21, 2010 RELATING TO any

instructions or guidelines YOU provided to YOUR EMPLOYEES for

communicating with YARDI, including but not limited to any limits on what they

might have been permitted to disclose to YARDI.

REQUEST FOR PRODUCTION NO. 79: Produce all communications RELATING TO YOUR use of the VOYAGER

SOFTWARE before October 21, 2010.

REQUEST FOR PRODUCTION NO. 80: Produce all organizational charts for PROPERTY SOLUTIONS prior to

October 21, 2010.


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To the extent the organizational charts do not do so, produce DOCUMENTS

sufficient to show YOUR organizational structure, including the job titles and

reporting structure, for YOUR EMPLOYEES as of October 21, 2010.


Produce the CODE REPOSITORY containing the SOURCE CODE for

ENTRATA as it existed as of October 21, 2010.


Produce the CODE REPOSITORY containing the code referenced in

Deposition Exhibit 168 (PSI-0096074), including but not limited to the "svn

database" referenced in paragraph 3 of Deposition Exhibit 168, the Vroot/yardi'

location on the "Mossman" machine and the entire contents of the

\\sputnik\Development\Yardi stuff\" location.


Produce all DOCUMENTS RELATING TO YOUR development prior to

October 21, 2010 of any of the functionalities identified in Trade Secrets 1, 2, 3, 4,

5, 7, 8, 10, 13, 14, 15, 16, 24, 25, or 26 of YARDI's Fourth Amended Disclosure of

Trade Secrets, regardless of whether YOU used YARDI's methods and techniques

to implement those functionalities, for ENTRATA.


Produce all DOCUMENTS concerning any request by any of YOUR clients

prior to October 21, 2010 to develop of any of the functionalities identified in Trade

Secrets 1, 2, 3, 4, 5, 7, 8, 10, 13, 14, 15, 16, 24, 25, or 26 of YARDI's Fourth

Amended Disclosure of Trade Secrets, regardless of whether YOU used YARDI's

methods and techniques to implement those functionalities, for ENTRATA.


Produce all DOCUMENTS RELATING TO any development plan,

deployment plan, product roadmap, functional specifications, or programming PLAINTIFF YARDI SYSTEMS, INC.'S


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REQUEST FOR PRODUCTION NO. 81: To the extent the organizational charts do not do so, produce DOCUMENTS

sufficient to show YOUR organizational structure, including the job titles and

reporting structure, for YOUR EMPLOYEES as of October 21, 2010.

REQUEST FOR PRODUCTION NO. 82: Produce the CODE REPOSITORY containing the SOURCE CODE for

ENTRATA as it existed as of October 21, 2010.

REQUEST FOR PRODUCTION NO. 83: Produce the CODE REPOSITORY containing the code referenced in

Deposition Exhibit 168 (PSI-0096074), including but not limited to the “svn

database” referenced in paragraph 3 of Deposition Exhibit 168, the ‘/root/yardi’

location on the “Mossman” machine and the entire contents of the

‘\\sputnik\Development\Yardi stuff\” location.

REQUEST FOR PRODUCTION NO. 84: Produce all DOCUMENTS RELATING TO YOUR development prior to

October 21, 2010 of any of the functionalities identified in Trade Secrets 1, 2, 3, 4,

5, 7, 8, 10, 13, 14, 15, 16, 24, 25, or 26 of YARDI’s Fourth Amended Disclosure of

Trade Secrets, regardless of whether YOU used YARDI’s methods and techniques

to implement those functionalities, for ENTRATA.

REQUEST FOR PRODUCTION NO. 85: Produce all DOCUMENTS concerning any request by any of YOUR clients

prior to October 21, 2010 to develop of any of the functionalities identified in Trade

Secrets 1, 2, 3, 4, 5, 7, 8, 10, 13, 14, 15, 16, 24, 25, or 26 of YARDI’s Fourth

Amended Disclosure of Trade Secrets, regardless of whether YOU used YARDI’s

methods and techniques to implement those functionalities, for ENTRATA.

REQUEST FOR PRODUCTION NO. 86: Produce all DOCUMENTS RELATING TO any development plan,

deployment plan, product roadmap, functional specifications, or programming


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assignments for ENTRATA created prior to October 21, 2010.


Produce all "user stories" or "use cases" that YOU developed or were

provided to YOU by any client prior to October 21, 2010 that you implemented in

ENTRATA.


Produce all communications between YOU and David Schneider prior to

October 21, 2010.


Produce all DOCUMENTS created, authored, edited, or revised by David

Schneider prior to October 21, 2010.


Produce all DOCUMENTS RELATING TO any of your practices, any

efforts YOU made, or any policies YOU adopted prior to October 21, 2010 to

prevent any of YOUR EMPLOYEES who were working to develop ENTRATA

from incorporating features of the VOYAGER SOFTWARE into ENTRATA,

including but not limited to DOCUMENTS RELATING TO the implementation of

a "clean room" or "Chinese wall."


Produce all DOCUMENTS YOU relied on in responding to YARDI's First

Supplemental Set of Interrogatories above.


FIRST SUPPLEMENTAL SET OF WRITTEN TITSCOVFR V 7•11-CV-07764-FMO-CW

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assignments for ENTRATA created prior to October 21, 2010.

REQUEST FOR PRODUCTION NO. 87: Produce all “user stories” or “use cases” that YOU developed or were

provided to YOU by any client prior to October 21, 2010 that you implemented in

ENTRATA.

REQUEST FOR PRODUCTION NO. 88: Produce all communications between YOU and David Schneider prior to

October 21, 2010.

REQUEST FOR PRODUCTION NO. 89: Produce all DOCUMENTS created, authored, edited, or revised by David

Schneider prior to October 21, 2010.

REQUEST FOR PRODUCTION NO. 90: Produce all DOCUMENTS RELATING TO any of your practices, any

efforts YOU made, or any policies YOU adopted prior to October 21, 2010 to

prevent any of YOUR EMPLOYEES who were working to develop ENTRATA

from incorporating features of the VOYAGER SOFTWARE into ENTRATA,

including but not limited to DOCUMENTS RELATING TO the implementation of

a “clean room” or “Chinese wall.”

REQUEST FOR PRODUCTION NO. 91: Produce all DOCUMENTS YOU relied on in responding to YARDI’s First

Supplemental Set of Interrogatories above.


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Dated: June 15, 2015 BROWNSTEIN HYATT FARBER SCHRECK, LLP MARGO J. ARNOLD LAWRENCE W. TREECE (Pro Hac Vice) VAN AARON HUGHES (Pro Hac Vice) MICHAEL D. HOKE (Pro Hac Vice)

By: Is/ John V. McDermott

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JOHN V. MCDERMOTT (Pro Hac Vice) Attorneys for Plaintiff YARDI SYSTEMS, INC.

PLAINTIFF YARDI SYSTEMS, INC.'S FIRST SUPPLEMENTAL SET OF WRITTEN

TITSCOVFR V .1 1-CV-07764-FTVTO-CW

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Dated: June 15, 2015

BROWNSTEIN HYATT FARBER SCHRECK, LLP MARGO J. ARNOLD LAWRENCE W. TREECE (Pro Hac Vice) VAN AARON HUGHES (Pro Hac Vice) MICHAEL D. HOKE (Pro Hac Vice)

By: /s/ John V. McDermott JOHN V. MCDERMOTT (Pro Hac Vice) Attorneys for Plaintiff YARDI SYSTEMS, INC.


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CERTIFICATE OF SERVICE

I declare that I am employed with the law firm of Brownstein Hyatt Farber

Schreck, LLP, whose address is 410 17th St., Suite 2200, Denver CO, 80238. I am

not a party to the within cause, and I am over the age of eighteen years. I further

declare that on June 15, 2015, I served a copy of:

PLAINTIFF YARDI SYSTEMS, INC.'S FIRST SUPPLEMENTAL SET OF WRITTEN DISCOVERY REQUESTS

x BY ELECTRONIC SERVICE [Fed. Rule Civ. Proc. rule 5(b)] by electronically mailing a true and correct copy through Brownstein Hyatt Farber Schreck,'s electronic mail system to the e-mail address(es) set forth below, or as stated on the attached service list per agreement in accordance with Federal Rules of Civil Procedure rule 5(b)

Michael A. Jacobs X E-mail Morrison & Foerster LLP 425 Market Street San Francisco, California 94105-2482 Telephone: 415.268.7000 Facsimile: 415.268.7522 Email: [email protected]

Eric M. Acker X E-mail Christian G. Andreu-von Euw John R. Lanham 12531 High Bluff Drive San Diego, California 92130-2040 Telephone: 858.720.5100 Facsimile: 858.720.5125 Emails: [email protected]

Christian mofo.com JLanham mofo.com

I declare under penalty of perjury that the foregoing is true and correct.

Executed at Denver, Colorado, this 15th day of June, 2015.

/s/ Michael D. Hoke Michael D. Hoke



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I declare that I am employed with the law firm of Brownstein Hyatt Farber

Schreck, LLP, whose address is 410 17th St., Suite 2200, Denver CO, 80238. I am

not a party to the within cause, and I am over the age of eighteen years. I further

declare that on June 15, 2015, I served a copy of:

PLAINTIFF YARDI SYSTEMS, INC.’S FIRST SUPPLEMENTAL SET OF WRITTEN DISCOVERY REQUESTS

_x_ BY ELECTRONIC SERVICE [Fed. Rule Civ. Proc. rule 5(b)] by electronically mailing a true and correct copy through Brownstein Hyatt Farber Schreck,’s electronic mail system to the e-mail address(es) set forth below, or as stated on the attached service list per agreement in accordance with Federal Rules of Civil Procedure rule 5(b).

Michael A. Jacobs _X_ E-mail Morrison & Foerster LLP 425 Market Street San Francisco, California 94105-2482 Telephone: 415.268.7000 Facsimile: 415.268.7522 Email: [email protected] Eric M. Acker _X_ E-mail Christian G. Andreu-von Euw John R. Lanham 12531 High Bluff Drive San Diego, California 92130-2040 Telephone: 858.720.5100 Facsimile: 858.720.5125 Emails: [email protected] [email protected] [email protected]


Executed at Denver, Colorado, this 15th day of June, 2015.

/s/ Michael D. Hoke Michael D. Hoke


EXHIBIT C


From: Sent: To: Cc: Subject:

Peter Robbins [[email protected]] Thursday, January 27, 201111:37 AM Dave Bateman Ben Zimmer; John Hanna; Dharmesh Shroff Re: Important Message From Yardi

Peter Robbins Property Solutions International, Inc. 12!9bbi ns@propertysolution s. com Direct 801.228.1307 Fax 801.705.1835

jf DEPOSfflON

EXHIBIT l.18.)

' -~...._!'7;;;..M::;..,:::;.~- rl-

On Thu, Jan 27, 2011 at 11 :28 AM, Dave Bateman <[email protected]> wrote: Dang. Animals. I didn't realize it was a$ l .3BB settlement between Oracle and SAP.

Dave

On Thu, Jan 27, 2011 at I 0:3 5 AM, Ben Zimmer <[email protected]> wrote: BTW, Dennis told me this morning that Yardi was smart enough to secure the SAME legal firm that Oracle used to get $1.3B8 in damages from SAP ( on a very similar case). The plot thickens. :)

BZ

On Tue, Jan 25, 201 lat 4:23 PM, Ben Zimmer <[email protected]> wrote: Yeah, pretty interesting allegations on Pages 10 - 14 (e.g., RP logging with stolen user credentials from Yardi executives from Orego11 when the executives were not in Oregon, etc.). Very specific and seemingly pretty damaging.

BZ

On Tue, Jan 25, 2011 at 4:09 PM, Dave Bateman <dbaternan@prop~y~ol.Y.tions.com> wrote: That is an absurd amount of cash.

On Tue, Jan 25, 2011 at 3:48 PM, Ben Zimmer <[email protected]> wrote:

HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY ENT_ 00044654


Yeah, so far the suit has not affected the RP stock price. But this seems like it could be pretty serious, if Yardi has as much evidence as they purport. George Landgrebe believes that Yardi could be suing for damages in the range of $200MM+, which could really be bad for RP.

Vamos a ver. ;)

BZ

On Tue, Jan 25, 2011 at 3:28 PM. Dave Bateman <[email protected];n> wrote: Dang, that's intense.

On Tue, Jan 25, 20 I I at IO: 12 AM, Ben Zimmer <[email protected]> wrote:

Begin forwarded message:

From: George Landgrebe <[email protected]> Date: January 25, 2011 7.26:32 AM CST To: Ben Zimmer <[email protected]> Subject: FW: Important Message From Yardi

fyi

From: Yard1 Team [mailto:yard1.tcam(a,yardi.com] Sent: Monday, January 24, 2011 3:36 PM To: [email protected] Subject: Important Message From Yardi

January 24, 2011

To: Yardi Chei1ts ru1d Memlx.-'TS of the Yard, lndcp,.>tldent Consultant Network

For 28 years, Y ardi Systems, lnc. hos been l'octt..s<!d on delivering the best possible products and

scrriccs to the multifamily markctploc.:. As some of you know, RcalPagc, Inc. ncqutrnd Evergreen Solutions, Inc., a prior member of the Ynrdi lndep.:ndcnt Consultnnt Network. With this acquisition,

RcaLPagc slnrt1.,'Cl olforing implcmcnt.nlion and support scrvic.:s for Ynrdi Voyager lllis raised some

.conetlrns about confidentiality and int.:llectual property nghts.

l11ese concerns oppcar to have been \\ell-founded. Today, to prokct our volunbh:: intellectunl propcrt},

Yordi hrought a lawsuit against RealPage and IX: Consulting. Inc. (t11c successor company to

EvcrGrcen Solutions) in the Unitt:<l Stales Di.~trict Court, Central District of California, for cop)'right infringement, trade secret misappropriation, computer fraud, and wuiiir competition. The complaint

2

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY ENT _00044655

j


alleges, in part, thnt RentPnge and DC Consulting ~ssed Ynrtli's pussword-protccted website without authorization and wrongfully downloaded copyrighted and trade St.'CTet materials.

David Bateman

We felt it ,\-11S important to notify you of U1is action immediately. A copy of the filed complaint, which includes the full uetuils of the allegutiorn, aguinst RealPage and DC Consulting, is available al ~ardi.&QmlJ.wVco111plaint..Jlill'. Any questions about this lawsuit should be directed to Gordon Morrell, Yardi Systems' Chief Operating Officer, al 800.866. J 124 ext. I !05.

Although these octivities should have no effect on your software or service, if you experience ony problems, please call 800.866.1124 ext. 1622.

We look forward to continuing to offer you the highest level of products and services in 20 l l.

Vardi Systems

toll free 800.866.1144 j loeol 805.699.2040 xi 255 j fux 805.699.2041 Yardi Systems Inc. 430 S. Fnirvie1\ Ave. I Santo Bnrbnru. CA 93117 www.vardi.com

Property Solutions International, Inc. [email protected] http://www.propertysolutions.com Direct 801 .375.5522 ext. 504 Toll Free 877.826.9700 ext. 504 Fax 801 .705 . t 835

David Bateman Property Solutions International, Inc. [email protected] h.ttp ://www.propertysolutions.com Direct 801 .375.5522 ext. 504 Toll Free 877.826.9700 ext. 504 Fax 801 .705.1835

3

HIGHLY CONFIDENTIAL -ATTORNEYS' EYES ONLY ENT_00044656


David Bateman Property Solutions International, Inc. [email protected]~!lY.~MttiQO.$.&.Qm http://www.propertysolutions.com Direct 801.375.5522 ext. 504 Toll Free 877.826.9700 ext. 504 Fax 801.705.1835

4

HIGHLY CONFIDENTIAL -ATTORNEYS' EYES ONLY ENT _00044657


EXHIBIT D


·1· · · · · · · · ·IN THE UNITED STATES DISTRICT COURT

·2· · · · · · · FOR THE DISTRICT OF UTAH, CENTRAL DIVISION

·3· · · · ·_____________________________· · · · · · · · · · · · · · · · · · · · )·4· · · · ·ENTRATA, INC., a· · · · · · ·)· · · · · ·Delaware corporation,· · · · )·5· · · · · · · · · · · · · · · · · · · )· · · · · · · · · · Plaintiff,· · · · · )·6· · · · · · · · · · · · · · · · · · · )· Civil No.· · · · · ·vs.· · · · · · · · · · · · · )· 2:15-cv-00102-CW-PMW·7· · · · · · · · · · · · · · · · · · · )· · · · · ·YARDI SYSTEMS, INC.,· · · · ·)·8· · · · ·a California corporation,· · )· · · · · · · · · · · · · · · · · · · · )·9· · · · · · · · · Defendant.· · · · · )· · · · · ·_____________________________)10

11· · · · · · · · · VIDEOTAPED DEPOSITION OF JOHN HANNA

12· · · · · · · · · · · ·** HIGHLY CONFIDENTIAL **

13· · · · · · · · · · · ** ATTORNEYS' EYES ONLY **

14

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16

17

18· · · · · · · · Location:· ·HOLLAND & HART· · · · · · · · · · · · · · · 222 South Main Street, Suite 220019· · · · · · · · · · · · · · Salt Lake City,· Utah

20

21· · · · · · · · · Date:· · ·Wednesday, May 16, 2018,

22· · · · · · · · · Time:· · ·9:07 a.m. to 5:01 p.m.

23· · · · · · · · · Reported by Teena Green, RPR, CRR, CBC24

25· Job No. 467648


1· · · · · · MR. ACKER:· That calls for speculation.

·2· · · · · · THE WITNESS:· Yeah.· I don't know.· That

·3· ·was -- that was one of the things that was stated

·4· ·that was concerning to the investor.

·5· ·BY MR. GONZALEZ:

24· · · ·Q.· ·And what do you base that understanding on?

25· · · ·A.· ·That we paid for the setup and creation of

JOHN HANNA (ATTORNEYS'· EYES ONLY) - 05/16/2018

Litigation Services· |· 800-330-1112www.litigationservices.com

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1· ·Xento as a company.

·2· · · ·Q.· ·Anything else?

·3· · · ·A.· ·Yeah, that they were our employees.

23· · · · · · MR. ACKER:· Misstates testimony, assumes

24· ·that there was a letter.

25· · · · · · THE WITNESS:· I -- I can't remember if that

JOHN HANNA (ATTORNEYS'· EYES ONLY) - 05/16/2018


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EXHIBIT E



In the Matter Of:

Entrata, Inc. vs. Yardi Systems, Inc.

DAVID BATEMAN (ATTORNEYS' EYES ONLY)

July 13, 2018

Job Number: 481764


· · · · · · ·IN THE UNITED STATES DISTRICT COURT

· · · · · FOR THE DISTRICT OF UTAH, CENTRAL DIVISION

ENTRATA, INC., a Delaware· · · :corporation,· · · · · · · · · · · · · · · ·:· Civil No.· · · · · · · ·Plaintiff,· · · · ·2:15-cv-00102-CW-PMW· · · · · · · · · · · · · · · ·:· · · ·-v-· · · · · · · · · · · · · · · ·:YARDI SYSTEMS, INC., aCalifornia corporation,· · · · :· Videotaped Deposition of:· · · · · · · · · · · · · · · · · DAVID BATEMAN· · · · · · · ·Defendant.· · · :

· · · · · HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY

· · · · · · · · · Place:· · · · HOLLAND & HART· · · · · · · · · · · · · · · · 222 South Main Street, #2200· · · · · · · · · · · · · · · · Salt Lake City, Utah 84101

· · · · · · · · · Date:· · · · ·July 13, 2018· · · · · · · · · · · · · · · · 8:43 a.m.

· · · · · · · · · Reporter:· · ·Vickie Larsen, CSR/RMR

· · · · · · · · · Job No.· · · ·481764


1· · · · ·A.· · ·Where are you referring to?

·2· · · · ·Q.· · ·I'm sorry.· Back on Exhibit 1452.

·3· · · · ·A.· · ·Okay.

·4· · · · ·Q.· · ·In the email of yours from January 27,

·5· ·2011, you referenced Xento; right?

·6· · · · ·A.· · ·Yes.

·7· · · · ·Q.· · ·Okay.· I just want to ask a couple

·8· ·questions about Xento now.

DAVID BATEMAN (ATTORNEYS' EYES ONLY) - 07/13/2018


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22· · · · ·Q.· · ·And does -- does Xento ever go by the

23· ·name DB Xento?

24· · · · ·A.· · ·That is its technical name.

25· · · · ·Q.· · ·DB Xento?



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1· · · · ·A.· · ·Yeah.

·2· · · · ·Q.· · ·And what does "DB" stand for?

·3· · · · ·A.· · ·David Bateman.

·4· · · · ·Q.· · ·And does Xento do -- what services does

·5· ·Xento provide for Entrata?

·6· · · · ·A.· · ·It provides -- over the years,

·7· ·predominantly software development services, and there

·8· ·is some data processing services that it is now

·9· ·performing.

10· · · · ·Q.· · ·What are those data processing services?

11· · · · ·A.· · ·Helping facilitate migration of data when

12· ·a new customer comes onto our system.

24· · · · ·Q.· · ·Over what time period did it -- did Xento

25· ·provide those services?



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1· · · · ·A.· · ·I would say from 2007 -- yeah, 2007

·2· ·until, I don't know, 2009 or '10, maybe.· And then on

·3· ·a very limited basis after that.



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8· · · · · · · · MR. CROSS:· Objection.· Speculation.

·9· ·Calls for a legal conclusion.

19· · · · · · · · MR. CROSS:· Objection.· Speculation.

20· ·Legal conclusion.

23· · · · ·Q.· · ·BY MR. GONZALEZ:· And has that been your

24· ·understanding all along since 2007 until now?

25· · · · ·A.· · ·Yes.



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EXHIBIT F


·1·2· · · · · · · · · IN THE UNITED STATES DISTRICT COURT·3· · · · · · · ·FOR THE DISTRICT OF UTAH, CENTRAL DIVISION·4·5· · ·ENTRATA, INC., a Delaware· · · :·6· ·corporation,· · · · · · · · · · · · · · · · · · :· Civil No.·7· · · · · · · · · Plaintiff,· · · · ·2:15-cv-00102-CW-PMW· · · · · · · · · · · · · · · · · · :·8· · · · · -v-· · · · · · · · · · · · · · · · · · :·9· ·YARDI SYSTEMS, INC., a· · ·California corporation,· · · · :· Videotaped Deposition of:10· · · · · · · · · · · · · · · · · · ·PREETAM YADAV· · · · · · · · · · Defendant.· · · :11

12· · · · · · ·HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY

13· · · · · · · · · · · ·Place:· · · · HOLLAND & HART14· · · · · · · · · · · · · · · · · ·222 South Main Street, #2200· · · · · · · · · · · · · · · · · · ·Salt Lake City, Utah 8410115· · · · · · · · · · · ·Date:· · · · ·July 12, 201816· · · · · · · · · · · · · · · · · ·9:02 a.m.

17· · · · · · · · · · ·Reporter:· · ·Vickie Larsen, CSR/RMR

18· · · · · · · · · · · Job No.:· · · · · · ·481767

19

20

21

22

23

24

25


1· ·P-U-N-E.

·2· · · · ·Q.· · ·And that would be to find a person that

·3· ·doesn't currently work for Xento and hire them into

·4· ·Xento so they can help on a project that you're

·5· ·focused on at that time?

·6· · · · ·A.· · ·Yeah.· I mean...

18· · · · ·A.· · ·Can you repeat again?

19· · · · ·Q.· · ·Sure.

PREETAM YADAV - 07/12/2018


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2· · · · ·Q.· · ·Or is it correct that Entrata used to be

·3· ·called Property Solutions?

·4· · · · ·A.· · ·Yes.

·9· · · · ·Q.· · ·And has it always worked that way since

10· ·the time you worked at Xento,

14· · · · ·Q.· · ·Did Xento exist as an entity before you

15· ·joined?

16· · · · ·A.· · ·Actually, it was -- it was Western

17· ·Management.· It was by name of Western Management when

18· ·I joined, and then we renamed, and that entity is

19· ·called Xento.

20· · · · ·Q.· · ·How long was the entity called Western

21· ·Management?

22· · · · · · · · MR. ACKER:· How long was it?

23· · · · ·Q.· · ·BY MR. GONZALEZ:· Yeah.· How long was the

24· ·entity name called Western Management?

25· · · · · · · · MR. ACKER:· Calls for speculation from



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1· ·this witness.

·2· · · · · · · · THE WITNESS:· I -- I'm not getting your

·3· ·question, actually.

·4· · · · ·Q.· · ·BY MR. GONZALEZ:· Sure.

·5· · · · · · · · I'm just trying to get a sense of how

·6· ·long what's now known as Xento existed under the name

·7· ·Western Management?

·8· · · · ·A.· · ·Oh, I think around -- not more than six

·9· ·months, even.

10· · · · ·Q.· · ·And who founded Western Management, if

11· ·you know?

12· · · · ·A.· · ·No, I don't know.

13· · · · ·Q.· · ·Did Mr. Bateman have a role in founding

14· ·Western Management?

15· · · · · · · · MR. ACKER:· Calls for speculation.

16· · · · · · · · THE WITNESS:· He might have, but as I

17· ·said, I don't know exactly who founded Western

18· ·Management.

19· · · · ·Q.· · ·BY MR. GONZALEZ:· How did it come to be

20· ·that you began working at what came to be known as

21· ·Xento?

22· · · · ·A.· · ·I was working for another company in

23· ·Pune, which is EcoTech.· I was employee of EcoTech.

24· ·And then that's where I -- I got hired for Dave's

25· ·team, because EcoTech was -- and Dave was working with



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1· ·EcoTech for the initial stages.

·2· · · · · · · · And then after that when Dave founded his

·3· ·separate company, we got transitioned to that company.

·4· · · · ·Q.· · ·And that company that you're talking

·5· ·about is Xento?

·6· · · · ·A.· · ·Yeah.

·7· · · · ·Q.· · ·So is it your understanding that Dave

·8· ·Bateman in some way founded what became Xento?

·9· · · · ·A.· · ·Yeah.

10· · · · ·Q.· · ·And did he personally recruit you into

11· ·Xento?

12· · · · ·A.· · ·Sorry?

13· · · · ·Q.· · ·Did he personally recruit you to leave

14· ·EcoTech and join Xento?

15· · · · ·A.· · ·Yes.



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3· · · · ·Q.· · ·It hasn't changed?

·4· · · · ·A.· · ·No.

·5· · · · ·Q.· · ·It's correct that it hasn't changed?

·6· · · · ·A.· · ·No.

·7· · · · ·Q.· · ·Am I right when I say that it hasn't

·8· ·changed?

·9· · · · ·A.· · ·Can you repeat?

10· · · · ·Q.· · ·I think there was a double negative in

11· ·your answer.

12· · · · · · · · MR. ACKER:· Maybe you should ask him has

13· ·it changed since then.

14· · · · · · · · MR. GONZALEZ:· I think I did.

15· · · · ·Q.· · ·But has the ownership that you described

16· ·of Xento changed since that 2008, 2009 --

17· · · · ·A.· · ·No, it has not changed.



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13· · · · ·Q.· · ·BY MR. GONZALEZ:· You don't know?

14· · · · ·A.· · ·No, I don't know.

20· · · · ·A.· · ·Can you repeat the question again?

21· · · · ·Q.· · ·Sure.

22· · · · · · · · Other than what you said earlier, which



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3· · · · · · · · MR. ACKER:· Calls for speculation and a

·4· ·legal conclusion.



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25· · · · · · · · MR. ACKER:· Objection.· Vague.



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1· · · · · · · · THE WITNESS:· I mean, I didn't get your

·2· ·question.



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·2· · · · ·Q.· · ·Who prepares the invoice at Xento, if you

·3· ·know?

·4· · · · ·A.· · ·The finance team.

·5· · · · ·Q.· · ·Who's the head of the finance team?

·6· · · · ·A.· · ·Ruhina Shikh.

·7· · · · ·Q.· · ·Could you spell that?

·8· · · · ·A.· · ·R-U-H-I-N-A, S-H-I-K-H, Shikh.

·9· · · · · · · · · (Reporter clarification.)

10· · · · ·A.· · ·Shikh, S-H-I-K-H.

11· · · · ·Q.· · ·Do you review the invoice before it goes

12· ·out?

13· · · · ·A.· · ·Yeah.

17· · · · ·Q.· · ·Who is the head of the finance team at

18· ·Entrata?

19· · · · ·A.· · ·Will Robinson.



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EXHIBIT G EXHIBIT G


From: Gonzalez, Jason Sent: Thursday, May 17, 2018 5:51 PM To: [email protected]; Cross, David D. <[email protected]> Cc: Andreu-von Euw, Christian G. <[email protected]>; Kaiser, Mary <[email protected]>; Foote, John <[email protected]>; Richards, Matthew <[email protected]>; Walker, Jessica <[email protected]>; Williamson, Paul <[email protected]> Subject: Entrata v. Yardi

Eric and David —

In Mr. Hanna's deposition yesterday, I questioned him about ENT_00044654 (Ex. 1385). This document is a January 27, 2011 email in which Mr. Bateman and Mr. Zimmer discuss Yardi's recent filing of its lawsuit against RealPage (with Mr. Hanna and Mr. Shroff copied). After Mr. Bateman and Mr. Zimmer discuss Yardi's claims against RealPage, and the potential damages at stake, Mr. Bateman states:

This email strongly supports Yardi's defenses to Entrata's breach of contract and antitrust causes of action in the Utah matter, and also relates more generally to Entrata's allegations in its Utah complaint regarding Yardi's lawsuit against RealPage (FAC ¶44), and claim that the California case is a mere "marketing vehicle" (FAC 953). In our view, it shows

The email also shows Mr. Bateman

However, this January 27 email also is directly responsive to Yardi's discovery requests in the California case, and provides critical evidence of Entrata's wrongful conduct and attempts to hide it. Based on our investigation to date, it appears that Entrata failed to produce it in the California case. Do you have evidence to the contrary? If not, why wasn't it produced? Our concerns here are heightened by the fact that Mr. Hanna testified yesterday that

as well as the fact that the Court in the California case denied Entrata's first summary judgment motion in light of previous failures by Entrata to produce critical discovery.

Also, as I mentioned to David this morning in a separate email chain, Entrata apparently failed to produce the January 15, 2015 webinar recording I discussed with Mr. Hanna at his deposition yesterday. This recording, which appears to have been made by Entrata, contains Mr. Bateman's extended discussions of the January 14, 2015 "diagnostics.asmx" quarantine that is at the very heart of Entrata's case. While we were able to find the recording ourselves on YouTube, we are troubled that Entrata didn't produce this recording in discovery, as it is responsive to Yardi's discovery requests and, in our view, strongly supports Yardi's defenses. Why wasn't it produced? I am happy to discuss this webinar issue on a separate email thread if you would like. Just let me know.

1 1

From: Gonzalez, Jason Sent: Thursday, May 17, 2018 5:51 PM To: [email protected]; Cross, David D. <[email protected]> Cc: Andreu-von Euw, Christian G. <[email protected]>; Kaiser, Mary <[email protected]>; Foote, John <[email protected]>; Richards, Matthew <[email protected]>; Walker, Jessica <[email protected]>; Williamson, Paul <[email protected]> Subject: Entrata v. Yardi

Eric and David –

In Mr. Hanna’s deposition yesterday, I questioned him about ENT_00044654 (Ex. 1385). This document is a January 27, 2011 email in which Mr. Bateman and Mr. Zimmer discuss Yardi’s recent filing of its lawsuit against RealPage (with Mr. Hanna and Mr. Shroff copied). After Mr. Bateman and Mr. Zimmer discuss Yardi’s claims against RealPage, and the potential damages at stake, Mr. Bateman states:

This email strongly supports Yardi’s defenses to Entrata’s breach of contract and antitrust causes of action in the Utah matter, and also relates more generally to Entrata’s allegations in its Utah complaint regarding Yardi’s lawsuit against RealPage (FAC ¶44), and claim that the California case is a mere “marketing vehicle” (FAC ¶53). In our view, it shows

The email also shows Mr. Bateman

However, this January 27 email also is directly responsive to Yardi’s discovery requests in the California case, and provides critical evidence of Entrata’s wrongful conduct and attempts to hide it. Based on our investigation to date, it appears that Entrata failed to produce it in the California case. Do you have evidence to the contrary? If not, why wasn’t it produced? Our concerns here are heightened by the fact that Mr. Hanna testified yesterday that

as well as the fact that the Court in the California case denied Entrata’s first summary judgment motion in light of previous failures by Entrata to produce critical discovery.

Also, as I mentioned to David this morning in a separate email chain, Entrata apparently failed to produce the January 15, 2015 webinar recording I discussed with Mr. Hanna at his deposition yesterday. This recording, which appears to have been made by Entrata, contains Mr. Bateman’s extended discussions of the January 14, 2015 “diagnostics.asmx” quarantine that is at the very heart of Entrata’s case. While we were able to find the recording ourselves on YouTube, we are troubled that Entrata didn’t produce this recording in discovery, as it is responsive to Yardi’s discovery requests and, in our view, strongly supports Yardi’s defenses. Why wasn’t it produced? I am happy to discuss this webinar issue on a separate email thread if you would like. Just let me know.


Please respond by no later than 5,30 p.m. Pacific tomorrow. If you need more time(' know there are depositions today), let me know and I will consider it, but our view is that we need to resolve these issues as soon as passible.

Thank you —Jason

NP 44.8 1.1

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Jason P. Gonzalez Partner jgonzalez•i•nixonpeaboiy.com T213-629-6019 I C 213-379-2778 I F866-2337749 Nixon Peabody 1-1-2 1 300 Smith GrandAvenne, Suite 400 I Los Angeles, CA90071-3151nixonpeabody.com

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2 2

Please respond by no later than 5:00 p.m. Pacific tomorrow. If you need more time (I know there are depositions

today), let me know and I will consider it, but our view is that we need to resolve these issues as soon as possible.

Thank you --Jason

Jason P. GonzalezPartner [email protected] T 213-629-6019 | C 213-379-2778 | F 866-233-7749

Nixon Peabody LLP | 300 South Grand Avenue, Suite 4100 | Los Angeles, CA 90071-3151

nixonpeabody.com | @NixonPeabodyLLP

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and may be unlawful. Thank you.


From: Gonzalez, Jason Sent: Thursday, May 24, 2018 8:39 AM To: 'Kaiser, Mary' <[email protected]>; Cross, David D. <[email protected]> Cc: Manoso, Robert W. <[email protected]>; Foote, John <[email protected]>; Richards, Matthew <[email protected]> Subject: RE: M/C

David and Mary —I wanted to follow up on the portion of our meet-and-confer teleconference earlier this week in which we discussed Xento, Entrata's Indian development affiliate. As I mentioned during the call, Mr. Hanna testified in his May 16 deposition that

Mr. Hanna said that

Also, as we discussed, and as I mentioned in my May 17 email, in the course of preparing for Mr. Hanna's deposition we found Exhibit 1385 (ENT 00044654), which is a January 27, 2011 email in which Mr. Bateman

This recently-discovered evidence makes us deeply concerned that Entrata executives (specifically, Mr. Bateman) may have intentionally manipulated Entrata and/or Xento's assets and/or ownership structure to shield themselves from liability and frustrate Yardi's ability to collect any judgments in the California and Utah cases. I understand from our call that you are looking into this issue. Please let us know the status. Thanks --Jason

From: Kaiser, Mary rmailto:[email protected]]Sent: Tuesday, May 22, 2018 2:22 PM To: Gonzalez, Jason <[email protected]>; Foote, John <[email protected]>Cc: Cross, David D. <[email protected]>; Manoso, Robert W. <[email protected]>Subject: RE: M/C

Jason and John,

Here is a summary of what we took away from our meet and confer today on each of the following issues:

1. Amended Hoffman Disclosure & Declaration a. We requested a declaration clarifying that the only confidential information regarding Entrata Mr.

Hoffman has received — not just confidential documents — is a copy of the 2015 Scalar report.

1 1

From: Gonzalez, Jason Sent: Thursday, May 24, 2018 8:39 AM To: 'Kaiser, Mary' <[email protected]>; Cross, David D. <[email protected]> Cc: Manoso, Robert W. <[email protected]>; Foote, John <[email protected]>; Richards, Matthew <[email protected]> Subject: RE: M/C

David and Mary – I wanted to follow up on the portion of our meet-and-confer teleconference earlier this week in which we discussed Xento, Entrata’s Indian development affiliate. As I mentioned during the call, Mr. Hanna testified in his May 16 deposition that

Mr. Hanna said that

Also, as we discussed, and as I mentioned in my May 17 email, in the course of preparing for Mr. Hanna’s deposition we found Exhibit 1385 (ENT_00044654), which is a January 27, 2011 email in which Mr. Bateman

This recently-discovered evidence makes us deeply concerned that Entrata executives (specifically, Mr. Bateman) may have intentionally manipulated Entrata and/or Xento’s assets and/or ownership structure to shield themselves from liability and frustrate Yardi’s ability to collect any judgments in the California and Utah cases. I understand from our call that you are looking into this issue. Please let us know the status. Thanks --Jason

From: Kaiser, Mary [mailto:[email protected]] Sent: Tuesday, May 22, 2018 2:22 PM To: Gonzalez, Jason <[email protected]>; Foote, John <[email protected]> Cc: Cross, David D. <[email protected]>; Manoso, Robert W. <[email protected]> Subject: RE: M/C

Jason and John,

Here is a summary of what we took away from our meet and confer today on each of the following issues:

1. Amended Hoffman Disclosure & Declaration a. We requested a declaration clarifying that the only confidential information regarding Entrata Mr.

Hoffman has received – not just confidential documents – is a copy of the 2015 Scalar report.


b. If we receive this, we will review it with our client and get back to you quickly about whether it resolves our objection, notwithstanding Yardi's failures to comply with the PO. We appreciate you supplying the declaration.

2. Yardi's yCRM production a. We described two categories of information that we requested be included in this production and that,

so far, we have not been able to identify in the data produced: 1) product usage among Yardi customers (of both Yardi integration products and other companies' products); and 2) unit counts. We also asked that you review the documents you represented to the Court as reports containing yCRM data to confirm that all responsive yCRM data categories have been produced.

b. You said you would look into the first category. c. You said that you did not produce data on unit counts because you do not believe the data is reliable

and, thus, did not find it responsive to our request. d. We told you that unit counts are something we have repeatedly emphasized in our briefing on this issue

and something that the judge clearly ordered you to produce. We emphasized that you didn't dispute the responsiveness of unit counts in your own briefing. We notified you that, if we do not receive all outstanding responsive data within 24 hours, we will seek relief from the Court.

e. You indicated that you did not purposefully withhold any categories of data from the yCRM production other than unit counts.

f. We said our review of the production is ongoing and we will let you know if there are other gaps we identify. Based on further review after our call, it appears, for example, that some (perhaps many) of the clients appearing in the Top Companies reports that Yardi argued satisfied Entrata's yCRM requests are absent in the yCRM data produced last Friday. Assuming this is correct — and again, our review is ongoing — please explain this by COB tomorrow.

g. Regarding the confidentiality designation, we will send you proposed language for an agreement. 3. Entrata's letter regarding Yardi's 30(b)(6) witness

a. You said you are working on a response and your goal is to send it to us this week. 4. Mutual use of Utah discovery in California case

a. We proposed that the parties agree that both sides can use anything produced in the Utah case in the California case. You said that seemed reasonable to you and that you would talk to your client and get back to us.

b. We specifically raised Exhibit 391, which was produced in redacted form in the California case. You said you would look into the reason for redacting it in California. You noted that you didn't represent Yardi at that time.

c. You specifically raised Exhibit 1385, which was produced in mid-September of last year. We explained that no one had seen that document before and it was not intentionally withheld in the California case. We also disputed your characterization of the document.

d. You said that Exhibit 1385, in conjunction with testimony from John Hanna, raised concerns for Yardi about the relationship between Entrata and Xento and who owns various assets, and that you are thinking about pursuing additional discovery on this issue.

e. We told you that we are not aware of any assets being moved between the companies and that we will look into this issue, but pointed out that Exhibit 1385 was produced in September 2017, so we would have timeliness concerns with any efforts to pursue this now.

5. Yardi's inconsistent redaction of documents in California v. Utah cases a. Covered above.

6. Yardi's recent document productions, including confirmation of resolution of approximately 350 documents a. You said that Jessica is best positioned to confirm what is still outstanding and the volume of any

forthcoming productions. b. We asked why you are producing documents now that pre-date the first document production, such as

contracts. c. You said that, with respect to contracts going back to 2015, these were produced now because we asked

you to update the production so you went back and did that. Unfortunately, we don't have an

2 2

b. If we receive this, we will review it with our client and get back to you quickly about whether it resolves our objection, notwithstanding Yardi’s failures to comply with the PO. We appreciate you supplying the declaration.

2. Yardi’s yCRM production a. We described two categories of information that we requested be included in this production and that,

so far, we have not been able to identify in the data produced: 1) product usage among Yardi customers (of both Yardi integration products and other companies’ products); and 2) unit counts. We also asked that you review the documents you represented to the Court as reports containing yCRM data to confirm that all responsive yCRM data categories have been produced.

b. You said you would look into the first category. c. You said that you did not produce data on unit counts because you do not believe the data is reliable

and, thus, did not find it responsive to our request. d. We told you that unit counts are something we have repeatedly emphasized in our briefing on this issue

and something that the judge clearly ordered you to produce. We emphasized that you didn’t dispute the responsiveness of unit counts in your own briefing. We notified you that, if we do not receive all outstanding responsive data within 24 hours, we will seek relief from the Court.

e. You indicated that you did not purposefully withhold any categories of data from the yCRM production other than unit counts.

f. We said our review of the production is ongoing and we will let you know if there are other gaps we identify. Based on further review after our call, it appears, for example, that some (perhaps many) of the clients appearing in the Top Companies reports that Yardi argued satisfied Entrata’s yCRM requests are absent in the yCRM data produced last Friday. Assuming this is correct — and again, our review is ongoing — please explain this by COB tomorrow.

g. Regarding the confidentiality designation, we will send you proposed language for an agreement. 3. Entrata's letter regarding Yardi's 30(b)(6) witness

a. You said you are working on a response and your goal is to send it to us this week. 4. Mutual use of Utah discovery in California case

a. We proposed that the parties agree that both sides can use anything produced in the Utah case in the California case. You said that seemed reasonable to you and that you would talk to your client and get back to us.

b. We specifically raised Exhibit 391, which was produced in redacted form in the California case. You said you would look into the reason for redacting it in California. You noted that you didn’t represent Yardi at that time.

c. You specifically raised Exhibit 1385, which was produced in mid-September of last year. We explained that no one had seen that document before and it was not intentionally withheld in the California case. We also disputed your characterization of the document.

d. You said that Exhibit 1385, in conjunction with testimony from John Hanna, raised concerns for Yardi about the relationship between Entrata and Xento and who owns various assets, and that you are thinking about pursuing additional discovery on this issue.

e. We told you that we are not aware of any assets being moved between the companies and that we will look into this issue, but pointed out that Exhibit 1385 was produced in September 2017, so we would have timeliness concerns with any efforts to pursue this now.

5. Yardi’s inconsistent redaction of documents in California v. Utah cases a. Covered above.

6. Yardi’s recent document productions, including confirmation of resolution of approximately 350 documents a. You said that Jessica is best positioned to confirm what is still outstanding and the volume of any

forthcoming productions. b. We asked why you are producing documents now that pre-date the first document production, such as

contracts. c. You said that, with respect to contracts going back to 2015, these were produced now because we asked

you to update the production so you went back and did that. Unfortunately, we don’t have an


explanation of why documents going back years weren't timely produced earlier, and we may need to reopen certain Yardi depositions as a result.

7. Parties' confidentiality designations a. You said that you are working on a list of documents you believe we should de-designate or downgrade

and you will get that to us this week with the goal of having a call on this next week. b. We said we will work on a similar list with the goal of getting it to you this week, in addition to the list

we already provided. 8. Fees and reason for cancelled Babcock deposition

a. You said that your decision to cancel the deposition was based on your assessment of the best allocation of resources and a conclusion that it wasn't worth pursuing.

9. Yardi's supplemental discovery responses a. We explained our concerns with your supplemental responses to Rogs 3, 4, and 30. You said you would

get back to us on whether you will supplement those further. b. We asked whether you are standing on your objections regarding any of the RFA responses and you said

that you may have rephrased an answer because of your objections, but that you otherwise weren't answering RFAs based on objections. For example, you confirmed that your RFA answers aren't based on relevance objections. As we explained during the call, this was important to confirm because we want to be sure we correctly understand your answers and don't face surprise later at summary judgment or trial if you were to suddenly claim that you meant something other than what is literally written in your substantive answers to the RFAs. Please let us know if we've misunderstood.

c. We confirmed that we did not see a basis to supplement any of our RFA responses and that, for RFAs that call for expert testimony, we can send supplemental responses when we receive our experts' opinion on those topics. We note here that we believe any motion on these requests would be frivolous not only on the merits but also because it almost certainly wouldn't get resolved much, if at all, before we otherwise would supplement these responses under the current schedule.

d. You said you are still reviewing our supplemental rog responses and will let us know if you have any concerns.

10. Yardi's production of records/logs of calls re January 14, 2015 announcement a. You said Jessica was best positioned to discuss this. We note here that we've been asking about these

for months. If we don't receive a definitive response by COB tomorrow explaining why these haven't been produced and committing to producing them this week, to the extent they haven't been spoliated, we will have to seek relief from the Court.

11. Yardi's production of the Voyager access logs as David requested in Anant's deposition a. You said Jessica was best positioned to discuss this. We need an answer to this by COB tomorrow. It's

already been over a week. 12. Yardi's motion re the January 1, 2015 draft letter

a. We asked you to confirm whether the document you clawed back in Mr. Morrell's deposition was another version of the same draft communication, or whether you contend that they are distinct documents. We explained that we recall them being very similar in language and substance, and both bore Mr. Yardi's signature; and so they appear to be versions of the same draft letter contemplated and revised at Yardi in the November/December 2014 timeframe. You said you will look into this and respond this week.

b. We also asked whether there is an original draft of the letter that does not have edits and, if so, whether it was withheld on the basis of privilege and listed on Yardi's privilege log. You said you would look into this and respond this week, as well.

Thanks, Mary

Original Message From: Manoso, Robert W. Sent: Tuesday, May 22, 2018 10:47 AM

3 3

explanation of why documents going back years weren’t timely produced earlier, and we may need to reopen certain Yardi depositions as a result.

7. Parties’ confidentiality designations a. You said that you are working on a list of documents you believe we should de-designate or downgrade

and you will get that to us this week with the goal of having a call on this next week. b. We said we will work on a similar list with the goal of getting it to you this week, in addition to the list

we already provided. 8. Fees and reason for cancelled Babcock deposition

a. You said that your decision to cancel the deposition was based on your assessment of the best allocation of resources and a conclusion that it wasn’t worth pursuing.

9. Yardi’s supplemental discovery responses a. We explained our concerns with your supplemental responses to Rogs 3, 4, and 30. You said you would

get back to us on whether you will supplement those further. b. We asked whether you are standing on your objections regarding any of the RFA responses and you said

that you may have rephrased an answer because of your objections, but that you otherwise weren’t answering RFAs based on objections. For example, you confirmed that your RFA answers aren’t based on relevance objections. As we explained during the call, this was important to confirm because we want to be sure we correctly understand your answers and don’t face surprise later at summary judgment or trial if you were to suddenly claim that you meant something other than what is literally written in your substantive answers to the RFAs. Please let us know if we’ve misunderstood.

c. We confirmed that we did not see a basis to supplement any of our RFA responses and that, for RFAs that call for expert testimony, we can send supplemental responses when we receive our experts’ opinion on those topics. We note here that we believe any motion on these requests would be frivolous not only on the merits but also because it almost certainly wouldn’t get resolved much, if at all, before we otherwise would supplement these responses under the current schedule.

d. You said you are still reviewing our supplemental rog responses and will let us know if you have any concerns.

10. Yardi’s production of records/logs of calls re January 14, 2015 announcement a. You said Jessica was best positioned to discuss this. We note here that we’ve been asking about these

for months. If we don’t receive a definitive response by COB tomorrow explaining why these haven’t been produced and committing to producing them this week, to the extent they haven’t been spoliated, we will have to seek relief from the Court.

11. Yardi’s production of the Voyager access logs as David requested in Anant’s deposition a. You said Jessica was best positioned to discuss this. We need an answer to this by COB tomorrow. It’s

already been over a week. 12. Yardi’s motion re the January 1, 2015 draft letter

a. We asked you to confirm whether the document you clawed back in Mr. Morrell’s deposition was another version of the same draft communication, or whether you contend that they are distinct documents. We explained that we recall them being very similar in language and substance, and both bore Mr. Yardi’s signature; and so they appear to be versions of the same draft letter contemplated and revised at Yardi in the November/December 2014 timeframe. You said you will look into this and respond this week.

b. We also asked whether there is an original draft of the letter that does not have edits and, if so, whether it was withheld on the basis of privilege and listed on Yardi’s privilege log. You said you would look into this and respond this week, as well.

Thanks, Mary

-----Original Message----- From: Manoso, Robert W. Sent: Tuesday, May 22, 2018 10:47 AM


To: Cross, David D.; Gonzalez, Jason Cc: Foote, John; Kaiser, Mary Subject: RE: M/C

Jason and John,

Here is the list of items to be discussed from our perspective. Thanks.

1. Amended Hoffman Disclosure & Declaration 2. Yardi's yCRM production 3. Entrata's letter regarding Yardi's 30(b)(6) witness 4. Mutual use of Utah discovery in California case 5. Yardi's inconsistent redaction of documents in California v. Utah cases 6. Yardi's recent document productions, including confirmation of resolution of approximately 350 documents 7. Parties' confidentiality designations 8. Fees and reason for cancelled Babcock deposition 9. Yardi's supplemental discovery responses 10. Yardi's production of records/logs of calls re January 14, 2015 announcement 11. Yardi's production of the Voyager access logs as David requested in Anant's deposition 12. Yardi's motion re the January 1, 2015 draft letter

Original Message From: Cross, David D. Sent: Monday, May 21, 2018 2:55 PM To: Gonzalez, Jason Cc: Foote, John; Kaiser, Mary; Manoso, Robert W. Subject: Re: M/C

I can do that.

> On May 21, 2018, at 11:48 AM, Gonzalez, Jason <[email protected]> wrote: > > - External Email -> > I'm fairly open this week. How is tomorrow at 10:00 Pacific? Will that work with everyone? > > Original Message > From: Cross, David D. fmailto:[email protected]]> Sent: Monday, May 21, 2018 11:47 AM > To: Gonzalez, Jason <[email protected]>; Foote, John <[email protected]>> Cc: Kaiser, Mary <[email protected]>; Manoso, Robert W. <[email protected]>> Subject: M/C > > Because the hearing was postponed, I'm boarding a flight home. What's your availability this week to meet and confer on outstanding issues? > > > > This message may be confidential and privileged. Use or disclosure by anyone other than an intended addressee is prohibited. If you received this message in error, please delete it and advise the sender by reply email.

4 4

To: Cross, David D.; Gonzalez, Jason Cc: Foote, John; Kaiser, Mary Subject: RE: M/C

Jason and John,

Here is the list of items to be discussed from our perspective. Thanks.

1. Amended Hoffman Disclosure & Declaration 2. Yardi’s yCRM production 3. Entrata's letter regarding Yardi's 30(b)(6) witness 4. Mutual use of Utah discovery in California case 5. Yardi’s inconsistent redaction of documents in California v. Utah cases 6. Yardi’s recent document productions, including confirmation of resolution of approximately 350 documents 7. Parties’ confidentiality designations 8. Fees and reason for cancelled Babcock deposition 9. Yardi’s supplemental discovery responses 10. Yardi’s production of records/logs of calls re January 14, 2015 announcement 11. Yardi’s production of the Voyager access logs as David requested in Anant’s deposition 12. Yardi’s motion re the January 1, 2015 draft letter

-----Original Message----- From: Cross, David D. Sent: Monday, May 21, 2018 2:55 PM To: Gonzalez, Jason Cc: Foote, John; Kaiser, Mary; Manoso, Robert W. Subject: Re: M/C

I can do that.

> On May 21, 2018, at 11:48 AM, Gonzalez, Jason <[email protected]> wrote: > > - External Email - > > I'm fairly open this week. How is tomorrow at 10:00 Pacific? Will that work with everyone? > > -----Original Message----- > From: Cross, David D. [mailto:[email protected]] > Sent: Monday, May 21, 2018 11:47 AM > To: Gonzalez, Jason <[email protected]>; Foote, John <[email protected]> > Cc: Kaiser, Mary <[email protected]>; Manoso, Robert W. <[email protected]> > Subject: M/C > > Because the hearing was postponed, I’m boarding a flight home. What’s your availability this week to meet and confer on outstanding issues? > > ============================================================================ > > This message may be confidential and privileged. Use or disclosure by anyone other than an intended addressee is prohibited. If you received this message in error, please delete it and advise the sender by reply email.

============================================================================


This message may be confidential and privileged. Use or disclosure by anyone other than an intended addressee is prohibited. If you received this message in error, please delete it and advise the sender by reply email.

5 5



EXHIBIT H EXHIBIT H


MORRISON 1 FOERSTER

May 24, 2018

VIA EMAIL

Jason Gonzalez Nixon Peabody LLP [email protected]

2000 PENNSYLVANIA AVE., NW

WASHINGTON, D.C.

20006-1888

TELEPHONE: 202.887.1500

FACSIMILE: 202.887.0763

WWW.M0FO.COM

MORRISON FOBRSTBR LLP

BEIJING, BERLIN, BRUSSELS,

DENVER, HONG KONG, LONDON,

LOS ANGELES, NEW YORK,

NORTHERN VIRGINIA, PALO ALTO,

SAN DIEGO, SAN FRANCISCO, SHANGHAI,

SINGAPORE, TOKYO, WASHINGTON, D.C.

Writer's Direct Contact

+1 (202) 887.8795 [email protected]

Re: Entrata, Inc. v. Yardi Systems, Inc., Civil Action No. 2:15-CV-00102-CW-PMW

Dear Jason:

I write in response to your May 17 and 24 emails regarding Entrata, Inc.'s affiliation with DBXento Systems Private Limited ("Xento"). Per our discussion earlier today, we're willing to provide some information informally regarding this issue to resolve your purported concerns. But, as I explained when we spoke, Yardi has had ample opportunity to pursue discovery regarding this issue, and thus we will oppose any effort to reopen discovery at this point, both because your purported concerns are without merit and because the time for any such discovery has passed.

Yardi has had in its possession since September of last year the document you claim underlies your newly-expressed concerns regarding Xento—namely, Exhibit 1385 (ENT_ 00044654), which is an email exchange between Entrata executives in January 2011. You could have conducted discovery on this issue, including on that document specifically, at any time in the last year via document requests, interrogatories, requests for admission, and depositions. In particular, you could have covered this issue, including Exhibit 1385, during your depositions of Entrata's President (Chase Harrington), General Counsel (Jared Hunsaker), Chief Financial Officer (William Robins), Vice President of Integration & Migration (Dharmesh Shroff), and former President (Ben Zimmer), any of whom could have provided information on this subject. You inexplicably elected not to do that and instead to question only Entrata's other former President, John Hanna, about this in the final days of fact discovery. Thus, there is no basis for suddenly pursuing this issue now, after the close of fact discovery, and claiming further discovery is warranted. It is not. Like so many other aspects of discovery in this case, you unreasonably delayed pursuing discovery and squandered the time afforded to the parties, even after receiving a generous six-month extension from the Court.

Writer’s Direct Contact +1 (202) 887.8795 [email protected]

2000 PENNSYLVANIA AVE., NW WASHINGTON, D.C. 20006-1888

TELEPHONE: 202.887.1500 FACSIMILE: 202.887.0763

WWW.MOFO.COM

M O R R I S O N F O E R S T E R L L P

B E I J I N G , B E R L I N , B R U S S E L S , D E N V E R , H O N G K O N G , L O N D O N , L O S A N G E L E S , N E W Y O R K , N O R T H E R N V I R G I N I A , P A L O A L T O , S A N D I E G O , S A N F R A N C I S C O , S H A N G H A I , S I N G A P O R E , T O K Y O , W A S H I N G T O N , D . C .

May 24, 2018

VIA EMAIL

Jason Gonzalez Nixon Peabody LLP [email protected]

Re: Entrata, Inc. v. Yardi Systems, Inc., Civil Action No. 2:15-CV-00102-CW-PMW

Dear Jason:

I write in response to your May 17 and 24 emails regarding Entrata, Inc.’s affiliation with DBXento Systems Private Limited (“Xento”). Per our discussion earlier today, we’re willing to provide some information informally regarding this issue to resolve your purported concerns. But, as I explained when we spoke, Yardi has had ample opportunity to pursue discovery regarding this issue, and thus we will oppose any effort to reopen discovery at this point, both because your purported concerns are without merit and because the time for any such discovery has passed.

Yardi has had in its possession since September of last year the document you claim underlies your newly-expressed concerns regarding Xento—namely, Exhibit 1385 (ENT_00044654), which is an email exchange between Entrata executives in January 2011. You could have conducted discovery on this issue, including on that document specifically, at any time in the last year via document requests, interrogatories, requests for admission, and depositions. In particular, you could have covered this issue, including Exhibit 1385, during your depositions of Entrata’s President (Chase Harrington), General Counsel (Jared Hunsaker), Chief Financial Officer (William Robins), Vice President of Integration & Migration (Dharmesh Shroff), and former President (Ben Zimmer), any of whom could have provided information on this subject. You inexplicably elected not to do that and instead to question only Entrata’s other former President, John Hanna, about this in the final days of fact discovery. Thus, there is no basis for suddenly pursuing this issue now, after the close of fact discovery, and claiming further discovery is warranted. It is not. Like so many other aspects of discovery in this case, you unreasonably delayed pursuing discovery and squandered the time afforded to the parties, even after receiving a generous six-month extension from the Court.


MORRISON 1 FOERSTER

Jason Gonzalez May 24, 2018 Page Two

Additionally, you mentioned today that you're considering filing a supplemental brief in support of your request to depose Entrata's CEO, Dave Bateman, in light of this issue regarding Xento. As I explained on our call, any such filing would be improper. First, you've had Exhibit 1385 for over eight months. Thus, you had a full and fair opportunity to direct the Court to it when you responded on May 11 to our motion for a protective order regarding Mr. Bateman's deposition. Second, nothing in that document—or in the unrelated deposition testimony from Entrata's former President, John Hanna, that you referenced in your May 24 email and in our May 22 call—supports Yardi's required showing that Mr. Bateman possesses unique knowledge relevant to this case. In fact, the discovery you've cited shows the exact opposite:

• Exhibit 1385 involves an email exchange that includes four other Entrata employees, three of whom you've already deposed—namely, Ben Zimmer, John Hanna, and Darmesh Shroff.

• You acknowledge that you've already obtained information from Entrata's former President, Mr. Hanna, regarding the subject of his testimony that you referenced.

• Nothing in Exhibit 1385 or Mr. Hanna's testimony suggests that Mr. Bateman possesses information that none of the other employees you've deposed could have provided if you'd bothered to examine them on this subject.

Third, you grossly mischaracterized Exhibit 1385 in your May 17 email. Nothing in that email "shows Mr. Bateman actively scheming to hide evidence of Entrata's wrongdoing" or otherwise "supports Yardi's defenses to Entrata's breach of contract and antitrust causes of action in the Utah matter." Any filing with the Court sponsoring such a false interpretation of the email exchange would be improper. Indeed, Mr. Bateman's email does not suggest "hiding" anything. Fourth, as I also mentioned on our call, the contemplated filing you described would violate the Court's November 17, 2017 Order ("Order"). In that Order, the Court cited DUCivR 37-1 and admonished the parties that a supplemental filing regarding short-form discovery motions, like our motion concerning Mr. Bateman's deposition, "is expressly not contemplated or allowed by the court's short form discovery motion rule." The Court's Order further provides in relevant part:

[A]ny future motion practice in this case must adhere strictly to the applicable rules. Counsel for both parties are admonished to read and follow the rules pertaining to short form discovery motions and briefing. Any future briefing filed in violation of any applicable rules will be stricken and not considered by the court.

Jason Gonzalez May 24, 2018 Page Two

Additionally, you mentioned today that you’re considering filing a supplemental brief in support of your request to depose Entrata’s CEO, Dave Bateman, in light of this issue regarding Xento. As I explained on our call, any such filing would be improper. First, you’ve had Exhibit 1385 for over eight months. Thus, you had a full and fair opportunity to direct the Court to it when you responded on May 11 to our motion for a protective order regarding Mr. Bateman’s deposition. Second, nothing in that document—or in the unrelated deposition testimony from Entrata’s former President, John Hanna, that you referenced in your May 24 email and in our May 22 call—supports Yardi’s required showing that Mr. Bateman possesses unique knowledge relevant to this case. In fact, the discovery you’ve cited shows the exact opposite:

• Exhibit 1385 involves an email exchange that includes four other Entrata employees, three of whom you’ve already deposed—namely, Ben Zimmer, John Hanna, and Darmesh Shroff.

• You acknowledge that you’ve already obtained information from Entrata’s former President, Mr. Hanna, regarding the subject of his testimony that you referenced.

• Nothing in Exhibit 1385 or Mr. Hanna’s testimony suggests that Mr. Bateman possesses information that none of the other employees you’ve deposed could have provided if you’d bothered to examine them on this subject.

Third, you grossly mischaracterized Exhibit 1385 in your May 17 email. Nothing in that email “shows Mr. Bateman actively scheming to hide evidence of Entrata’s wrongdoing” or otherwise “supports Yardi’s defenses to Entrata’s breach of contract and antitrust causes of action in the Utah matter.” Any filing with the Court sponsoring such a false interpretation of the email exchange would be improper. Indeed, Mr. Bateman’s email does not suggest “hiding” anything. Fourth, as I also mentioned on our call, the contemplated filing you described would violate the Court’s November 17, 2017 Order (“Order”). In that Order, the Court cited DUCivR 37-1 and admonished the parties that a supplemental filing regarding short-form discovery motions, like our motion concerning Mr. Bateman’s deposition, “is expressly not contemplated or allowed by the court’s short form discovery motion rule.” The Court’s Order further provides in relevant part:

[A]ny future motion practice in this case must adhere strictly to the applicable rules. Counsel for both parties are admonished to read and follow the rules pertaining to short form discovery motions and briefing. Any future briefing filed in violation of any applicable rules will be stricken and not considered by the court.


MORRISON 1 FOERSTER

Jason Gonzalez May 24, 2018 Page Three

Should you proceed with a supplemental filing as proposed, we will move to strike it, per the Court's Order and the Local Rules, and seek fees and costs associated with the violation of that Order.

All that said, here is the information I can provide, based on my understanding from the client, on this subject in the spirit of cooperation and in an effort to resolve the issue:


This relationship and structure have existed since August 13, 2007, when Xento was formed. This structure and ownership have not changed in any way since the formation of Xento, nor have any intellectual property rights or other intangible assets been transferred from Entrata to Xento since Xento's formation. Regarding Mr. Bateman's January 27, 2011 email at 11:28 am, reflected in Exhibit 1385, we are not aware of any actions taken by Entrata or Xento in response to that email.

Hopefully this puts this issue to rest and the parties can return their focus to the issues that actually matter in this litigation concerning Yardi's anticompetitive campaign to thwart competition from Entrata—which Yardi deemed the "lion over the hill"—and to maintain and expand its longstanding monopoly.

This brings me to a serious concern that we raised with you at Mr. Hanna's deposition and again in our May 22 telephonic meet-and-confer regarding Yardi's deliberate concealment of highly relevant information that directly undermines its case in California. Specifically, Exhibit 391 contains an April 19, 2013 email from Yardi's Executive Vice President, Gordon Morrell, in which he conveyed to both Anant Yardi and Arnold Brier that he knew that Entrata "had a copy of Voyager" because "Marisa at Sentinel said they told her they did." This bears directly on the critical issue in the California case regarding Yardi's knowledge that Entrata possessed a copy of Voyager and contradicts Yardi's position that it was somehow unaware that Entrata did.

Yardi deliberately concealed the critical information in Mr. Morrell's email by redacting it in the copy of this document that Yardi produced in its California case (YAR-0005014). Yardi has been forced to acknowledge that, like thousands of other wrongly-withheld and redacted documents that undermine its litigation positions, this document should not have been redacted. Yardi's production of the unredacted version on March 12, 2018, also was

Jason Gonzalez May 24, 2018 Page Three

Should you proceed with a supplemental filing as proposed, we will move to strike it, per the Court’s Order and the Local Rules, and seek fees and costs associated with the violation of that Order.

All that said, here is the information I can provide, based on my understanding from the client, on this subject in the spirit of cooperation and in an effort to resolve the issue:


This relationship and structure have existed since August 13, 2007, when Xento was formed. This structure and ownership have not changed in any way since the formation of Xento, nor have any intellectual property rights or other intangible assets been transferred from Entrata to Xento since Xento’s formation. Regarding Mr. Bateman’s January 27, 2011 email at 11:28 am, reflected in Exhibit 1385, we are not aware of any actions taken by Entrata or Xento in response to that email.

Hopefully this puts this issue to rest and the parties can return their focus to the issues that actually matter in this litigation concerning Yardi’s anticompetitive campaign to thwart competition from Entrata—which Yardi deemed the “lion over the hill”—and to maintain and expand its longstanding monopoly.

This brings me to a serious concern that we raised with you at Mr. Hanna’s deposition and again in our May 22 telephonic meet-and-confer regarding Yardi’s deliberate concealment of highly relevant information that directly undermines its case in California. Specifically, Exhibit 391 contains an April 19, 2013 email from Yardi’s Executive Vice President, Gordon Morrell, in which he conveyed to both Anant Yardi and Arnold Brier that he knew that Entrata “had a copy of Voyager” because “Marisa at Sentinel said they told her they did.” This bears directly on the critical issue in the California case regarding Yardi’s knowledge that Entrata possessed a copy of Voyager and contradicts Yardi’s position that it was somehow unaware that Entrata did.

Yardi deliberately concealed the critical information in Mr. Morrell’s email by redacting it in the copy of this document that Yardi produced in its California case (YAR-0005014). Yardi has been forced to acknowledge that, like thousands of other wrongly-withheld and redacted documents that undermine its litigation positions, this document should not have been redacted. Yardi’s production of the unredacted version on March 12, 2018, also was


MORRISON 1 FOERSTER

Jason Gonzalez May 24, 2018 Page Four

improper given it dates back to April 2013, and therefore was due to be produced under the Court's prior scheduling order no later than September 2017.

To date, despite multiple requests, we've received no explanation or any information at all from you regarding this improper redaction. That Yardi was represented by different counsel when this document was redacted in the California case is no excuse. First, you and your client are responsible for explaining what was done by Yardi and its prior counsel, and at least your client is ultimately responsible for that action. Second, and perhaps more importantly, you and your colleagues at Nixon Peabody perpetuated this concealment by producing the same document in the Utah case with the same redaction and asserting privilege over the same redacted content in your November 22, 2017 privilege log. See Entry 2578 in November 22, 2017 Log and March 12, 2018 Log. Moreover, your description of Mr. Morrell's email in your November 22, 2017 is grossly inaccurate. Not only did Mr. Morrell not seek any legal advice in his email, but he made no mention of Entrata's custom interface—and he certainly did not seek legal advice regarding that interface. No doubt this is why you deleted this description—and thousands of others—in your amended log produced on March 12, 2018, when you finally acknowledged this document—and thousands of others—was in fact not privileged. We look forward to hearing from you soon on this.

Sincerely,

/s/ David D. Cross

David D. Cross

Jason Gonzalez May 24, 2018 Page Four

improper given it dates back to April 2013, and therefore was due to be produced under the Court’s prior scheduling order no later than September 2017.

To date, despite multiple requests, we’ve received no explanation or any information at all from you regarding this improper redaction. That Yardi was represented by different counsel when this document was redacted in the California case is no excuse. First, you and your client are responsible for explaining what was done by Yardi and its prior counsel, and at least your client is ultimately responsible for that action. Second, and perhaps more importantly, you and your colleagues at Nixon Peabody perpetuated this concealment by producing the same document in the Utah case with the same redaction and asserting privilege over the same redacted content in your November 22, 2017 privilege log. See Entry 2578 in November 22, 2017 Log and March 12, 2018 Log. Moreover, your description of Mr. Morrell’s email in your November 22, 2017 is grossly inaccurate. Not only did Mr. Morrell not seek any legal advice in his email, but he made no mention of Entrata’s custom interface—and he certainly did not seek legal advice regarding that interface. No doubt this is why you deleted this description—and thousands of others—in your amended log produced on March 12, 2018, when you finally acknowledged this document—and thousands of others—was in fact not privileged. We look forward to hearing from you soon on this.

Sincerely, /s/ David D. Cross David D. Cross


EXHIBIT I EXHIBIT I


From: Gonzalez, Jason Sent: Wednesday, May 30, 2018 5:16 PM To: 'Cross, David D.' <[email protected]> Cc: Foote, John <[email protected]>; Kaiser, Mary <[email protected]>; Acker, Eric M. <[email protected]>; Manoso, Robert W. <[email protected]> Subject: RE: Entrata v Yardi / Yardi v Entrata

David This responds to your May 24 letter, which responded to my May 17 and May 24 emails concerning Xento. Your letter unfortunately does not allay our concerns. The representations you make do not appear to be supported by any documentation, and do not explain what we learned during Mr. Hanna's May 17 deposition: that Mr. Bateman apparently has been taking the position that Entrata does not own the intellectual property underlying its products and thus has less value than would otherwise appear. Your carefully-worded short paragraph on Xento skirts this issue entirely, sheds little light on the true relationship between the two entities, and does nothing to address the statements of Mr. Hanna - the former Entrata co-president - that contradict your representations about Entrata's relationship to Xento. Your comments regarding Exhibit 1385 are equally troubling, in that you state that you are not aware of any actions taken by Entrata in response to Mr. Bateman's statement in his January 27, 2011 email

This new information goes directly to central issues in this case, including Entrata's financial condition, its ability to satisfy potential judgments, and the credibility of its key executives. In an effort to resolve our concerns without Court intervention, we ask that you immediately produce: 1. Documents showing the corporate relationship between Entrata and Xento, including as to direct and indirect ownership interests, licenses, transfer pricing studies (prepared both by in-house personnel and outside firms), cost sharing agreements for IP development, invoicing for development services, and the like; 2. Communications in which Mr. Bateman and/or Entrata as an entity has made representations regarding Entrata's value to third parties, including but not limited to the 2012 communications Mr. Hanna described in his deposition (in which, according to Mr. Hanna, Mr. Bateman stated words to the effect that Mr. Bateman, not Entrata, owned the intellectual property underlying its products); 3. Applications and other representations to lenders in connection with Entrata obtaining loans or other financing; 4. Tax returns with all schedules, exhibits, footnotes and other attachments, as well any reports filed with the IRS or Treasury relating to foreign financial accounts, for Entrata and Xento (in the US and India, as applicable) for the past five years; 5. All United States Bureau of Economic Analysis forms required to be filed by Entrata, Xento and their shareholders; and 6. Xento's annual filings with the registrar of companies in India for the past 5 years. Thank you --Jason

1 1

From: Gonzalez, Jason Sent: Wednesday, May 30, 2018 5:16 PM To: 'Cross, David D.' <[email protected]> Cc: Foote, John <[email protected]>; Kaiser, Mary <[email protected]>; Acker, Eric M. <[email protected]>; Manoso, Robert W. <[email protected]> Subject: RE: Entrata v Yardi / Yardi v Entrata

David - This responds to your May 24 letter, which responded to my May 17 and May 24 emails concerning Xento. Your letter unfortunately does not allay our concerns. The representations you make do not appear to be supported by any documentation, and do not explain what we learned during Mr. Hanna's May 17 deposition: that Mr. Bateman apparently has been taking the position that Entrata does not own the intellectual property underlying its products and thus has less value than would otherwise appear. Your carefully-worded short paragraph on Xento skirts this issue entirely, sheds little light on the true relationship between the two entities, and does nothing to address the statements of Mr. Hanna - the former Entrata co-president - that contradict your representations about Entrata's relationship to Xento. Your comments regarding Exhibit 1385 are equally troubling, in that you state that you are not aware of any actions taken by Entrata in response to Mr. Bateman's statement in his January 27, 2011 email

This new information goes directly to central issues in this case, including Entrata's financial condition, its ability to satisfy potential judgments, and the credibility of its key executives. In an effort to resolve our concerns without Court intervention, we ask that you immediately produce: 1. Documents showing the corporate relationship between Entrata and Xento, including as to direct and indirect ownership interests, licenses, transfer pricing studies (prepared both by in-house personnel and outside firms), cost sharing agreements for IP development, invoicing for development services, and the like; 2. Communications in which Mr. Bateman and/or Entrata as an entity has made representations regarding Entrata's value to third parties, including but not limited to the 2012 communications Mr. Hanna described in his deposition (in which, according to Mr. Hanna, Mr. Bateman stated words to the effect that Mr. Bateman, not Entrata, owned the intellectual property underlying its products); 3. Applications and other representations to lenders in connection with Entrata obtaining loans or other financing;4. Tax returns with all schedules, exhibits, footnotes and other attachments, as well any reports filed with the IRS or Treasury relating to foreign financial accounts, for Entrata and Xento (in the US and India, as applicable) for the past five years; 5. All United States Bureau of Economic Analysis forms required to be filed by Entrata, Xento and their shareholders; and 6. Xento’s annual filings with the registrar of companies in India for the past 5 years. Thank you --Jason


From: Cross, David D. [mailto:[email protected]]Sent: Thursday, May 24, 2018 4:39 PM To: Gonzalez, Jason <[email protected]>Cc: Foote, John <[email protected]>; Kaiser, Mary <[email protected]>; Acker, Eric M. <[email protected]>;Manoso, Robert W. <[email protected]>Subject: Entrata v Yardi / Yardi v Entrata

Jason —

Per our discussion earlier today, please see the attached correspondence.

Best, DC


2 2

From: Cross, David D. [mailto:[email protected]] Sent: Thursday, May 24, 2018 4:39 PM To: Gonzalez, Jason <[email protected]> Cc: Foote, John <[email protected]>; Kaiser, Mary <[email protected]>; Acker, Eric M. <[email protected]>; Manoso, Robert W. <[email protected]> Subject: Entrata v Yardi / Yardi v Entrata

Jason –

Per our discussion earlier today, please see the attached correspondence.

Best, DC

============================================================================



EXHIBIT J EXHIBIT J


David Bateman Highly Confidential Attorneys' Eyes Only

12/4/2014



YARDI SYSTEMS, INC., ) Video Deposition of:

) DAVID BATEMAN

Plaintiff, )

) -v- ) Case No.

) 2:13-CV-07764-FMO-CW

PROPERTY SOLUTIONS ) INTERNATIONAL, INC., )

)

Defendant. )

)

) PROPERTY SOLUTIONS ) HIGHLY CONFIDENTIAL

INTERNATIONAL, INC., )

)

ATTORNEYS' EYES ONLY

Counterclaimant, )

) -v- )

) YARDI SYSTEMS, INC., )

)

Counterdefendant. )

December 4, 2014 * 9:02 a.m.

[email protected] tobyfeldman.com

Location: TechLaw Ventures

3290 West Mayflower Way

Lehi, Utah

Reporter: Diane W. Flanagan, RPR

Videographer: Ryan Reverman, CLVS

Toby Feldman, Inc. NATIONWIDE SERVICES

Certified WOB (800) 246.4950

David Bateman 12/4/2014Highly Confidential Attorneys' Eyes Only

tobyfeldman.com NATIONWIDE SERVICES (800) [email protected] Toby Feldman, Inc. Certified WOB



______________________________________________________

YARDI SYSTEMS, INC., ) Video Deposition of:

) DAVID BATEMAN

Plaintiff, )

)

-v- ) Case No.

) 2:13-CV-07764-FMO-CW

PROPERTY SOLUTIONS )

INTERNATIONAL, INC., )

)

Defendant. )

______________________________)

)

PROPERTY SOLUTIONS ) HIGHLY CONFIDENTIAL

INTERNATIONAL, INC., ) ATTORNEYS' EYES ONLY

)

Counterclaimant, )

)

-v- )

)

YARDI SYSTEMS, INC., )

)

Counterdefendant. )

______________________________________________________

December 4, 2014 * 9:02 a.m.

Location: TechLaw Ventures

3290 West Mayflower Way

Lehi, Utah

Reporter: Diane W. Flanagan, RPR

Videographer: Ryan Reverman, CLVS



12/4/2014

51

1 software so nobody could possibly even get to the one

2 server where we found it during the -- during the

3 the process of gathering documents in discovery.

4 Q. In May of 2012 the Tweedledum server

5 containing the copy of the Voyager software was taken

6 to Pune. Is that correct?

7 A. The -- yes, the -- the -- the machine that

8 had it -- that we had it on -- the software installed

9 on in the U.S. was taken to India.

10 Q. And you gave the order that that should

11 happen?

12 A. Yes.

13 Q. And how was just physically how was that

14 Tweedledum server transported to India?

15 A. Yeah. So as -- we're a small company, a

16 startup, like still scraping by, running breakeven,

17 trying to make payroll and out in India we had --

18 servers in India -- any electronics in India is twice

19 as expensive as electronics in the United States And

20 so whenever -- every single time I went to India I

21 brought servers to India with me. And I would get

22 like a suitcase and I would put one, and if I could

23 fit it, two servers, and I would bring them with me so

24 that -- because I'd rather pay half as much for

25 servers in the U.S. and save that money instead of






51

1 software so nobody could possibly even get to the one

2 server where we found it during the -- during the --

3 the process of gathering documents in discovery.

4 Q. In May of 2012 the Tweedledum server

5 containing the copy of the Voyager software was taken

6 to Pune. Is that correct?

7 A. The -- yes, the -- the -- the machine that

8 had it -- that we had it on -- the software installed

9 on in the U.S. was taken to India.

10 Q. And you gave the order that that should

11 happen?

12 A. Yes.

13 Q. And how was -- just physically how was that

14 Tweedledum server transported to India?

15 A. Yeah. So as -- we're a small company, a

16 startup, like still scraping by, running breakeven,

17 trying to make payroll and out in India we had --

18 servers in India -- any electronics in India is twice

19 as expensive as electronics in the United States. And

20 so whenever -- every single time I went to India I

21 brought servers to India with me. And I would get

22 like a suitcase and I would put one, and if I could

23 fit it, two servers, and I would bring them with me so

24 that -- because I'd rather pay half as much for

25 servers in the U.S. and save that money instead of



12/4/2014

52

1 buying servers, expensive servers in India. So that

2 was the -- the method of transport was -- which was

3 what I did every trip, was put it in a piece of

4 luggage and bring it with me with my stuff.

5 MR. ACKER: John, we've been going about an

6 hour. Take a break when you get a chance?

7 MR. MCDERMOTT: Yeah, just let me finish

8 this line.

9 Q. (By MR. MCDERMOTT) So you took the

10 Tweedledum server containing the Voyager software to

11 Pune in May of 2012?

12 A. Yes.

13 Q. You personally?

14 A. I -- I'm pretty sure I did. I don't -- I

15 don't remember the specifics of it, but I'm -- I was

16 the one that would bring servers with me when I went

17 so...

18 Q. Before the server was transported to Pune in

19 May of 2012 that server was owned by Property

20 Solutions?

21 A. Yes.

22 Q. And Property Solutions continued to own the

23 server after you transported it to D.B. Xento?

24 A. I assume -- you know, I'd never even thought

25 of that question. But I don't know if we sold it to






52

1 buying servers, expensive servers in India. So that

2 was the -- the method of transport was -- which was

3 what I did every trip, was put it in a piece of

4 luggage and bring it with me with my stuff.

5 MR. ACKER: John, we've been going about an

6 hour. Take a break when you get a chance?

7 MR. MCDERMOTT: Yeah, just let me finish

8 this line.

9 Q. (By MR. MCDERMOTT) So you took the

10 Tweedledum server containing the Voyager software to


12 A. Yes.

13 Q. You personally?

14 A. I -- I'm pretty sure I did. I don't -- I

15 don't remember the specifics of it, but I'm -- I was

16 the one that would bring servers with me when I went

17 so...

18 Q. Before the server was transported to Pune in

19 May of 2012 that server was owned by Property

20 Solutions?

21 A. Yes.

22 Q. And Property Solutions continued to own the

23 server after you transported it to D.B. Xento?

24 A. I assume -- you know, I'd never even thought

25 of that question. But I don't know if we sold it to



12/4/2014

53

1 Xento or how that -- I'm not involved in those sorts

2 of accounting processes so I can't comment on that.

3 Q. Who did you give the Tweedledum server to in


5 A. Rahul Nagpure, which is our IT manager out

6 there.

7 Q. And what did you tell him to do with it?

8 MR. ACKER: Assumes facts.

9 You can answer.

10 A. I told him to use the server to -- you know,

11 we had a little server closet out there that we would

12 use for whatever purpose, whether it was storing our

13 code repositories or staging servers or whatever. So

14 I just told him -- every time I'd bring a server I'd

15 say, hey, you know, put this to good use. And we'd

16 usually have some problem over there that, hey, it

17 would be nice to have an extra server for this or

18 that. And so his directive would have been to use the

19 server to -- for whatever he needed it for.

20 Q. When you gave it to him, did you know that

21 the Tweedledum server contained a copy of the Voyager

22 software?

23 A. Yes.

24 Q. And what did you tell him -- did you tell

25 him it contained a copy of the Voyager software?






53

1 Xento or how that -- I'm not involved in those sorts

2 of accounting processes so I can't comment on that.

3 Q. Who did you give the Tweedledum server to in


5 A. Rahul Nagpure, which is our IT manager out

6 there.

7 Q. And what did you tell him to do with it?

8 MR. ACKER: Assumes facts.

9 You can answer.

10 A. I told him to use the server to -- you know,

11 we had a little server closet out there that we would

12 use for whatever purpose, whether it was storing our

13 code repositories or staging servers or whatever. So

14 I just told him -- every time I'd bring a server I'd

15 say, hey, you know, put this to good use. And we'd

16 usually have some problem over there that, hey, it

17 would be nice to have an extra server for this or

18 that. And so his directive would have been to use the

19 server to -- for whatever he needed it for.

20 Q. When you gave it to him, did you know that

21 the Tweedledum server contained a copy of the Voyager

22 software?

23 A. Yes.

24 Q. And what did you tell him -- did you tell

25 him it contained a copy of the Voyager software?



12/4/2014

54

1 A. I don't remember.

2 Q. Did you tell him anything about the Voyager

3 software?


5 Q. Before you took the Tweedledum server to

6 Pune, did you take any steps to disable or otherwise

7 eliminate the Voyager software from the Tweedledum

8 server?

9 A. Did -- did I personally?

10 Q. Yes.

11 A. I wouldn't have known how to do that. I --

12 I didn't personally take any steps to -- to remove it.

13 What we did is we decommissioned the server. Once

14 Yardi asked us to verify that there was no -- that

15 there were no copies of Voyager around, we

16 decommissioned the server and -- so people weren't

17 accessing it. So but as far as removing it from the

18 server, I -- I didn't take any steps to actually, you

19 know, wipe it or remove it.

20 Q. Was the server decommissioned in the United

21 States?

22 A. It -- it was unplugged, yeah. Well, it

23 was -- we told everybody everyone not to access it,

24 and I don't know if they shut it off or what they did

25 exactly but --






54


2 Q. Did you tell him anything about the Voyager

3 software?


5 Q. Before you took the Tweedledum server to

6 Pune, did you take any steps to disable or otherwise

7 eliminate the Voyager software from the Tweedledum

8 server?

9 A. Did -- did I personally?

10 Q. Yes.

11 A. I wouldn't have known how to do that. I --

12 I didn't personally take any steps to -- to remove it.

13 What we did is we decommissioned the server. Once

14 Yardi asked us to verify that there was no -- that

15 there were no copies of Voyager around, we

16 decommissioned the server and -- so people weren't

17 accessing it. So but as far as removing it from the

18 server, I -- I didn't take any steps to actually, you

19 know, wipe it or remove it.

20 Q. Was the server decommissioned in the United

21 States?

22 A. It -- it was unplugged, yeah. Well, it

23 was -- we told everybody everyone not to access it,

24 and I don't know if they shut it off or what they did

25 exactly but --



12/4/2014

55

1 Q. What about when the Tweedledum was taken to

2 Pune, was it --

3 A. Uh-huh.

4 Q. -- did it remain decommissioned or was it

5 recommissioned?

6 A. I told them, hey, here's a server you can

7 use for whatever you want, have at it. And so I

8 didn't tell them to wipe it or clean it off or

9 anything like that.

10 MR. MCDERMOTT: Should we take five?

11 MR. ACKER: Sure.

12 THE VIDEOGRAPHER: Going off record. The

13 time is 10:11 a.m.

14 (Break taken.)

15 THE VIDEOGRAPHER: Returning on the record.

16 The time is 10:24 a.m.

17 Counsel.

18 Q. (By MR. MCDERMOTT) Why didn't you wipe clean

19 the Tweedledum server before you took it to Pune?

20 A. I don't -- I don't remember the reason for

21 not wiping it clean. I don't remember -- I don't

22 remember thinking should we wipe it clean. I just

23 I don't -- I don't know.

24 Q. Between February and May of 2012, did

25 Property Solutions take any action to eliminate copies






55

1 Q. What about when the Tweedledum was taken to

2 Pune, was it --

3 A. Uh-huh.

4 Q. -- did it remain decommissioned or was it

5 recommissioned?

6 A. I told them, hey, here's a server you can

7 use for whatever you want, have at it. And so I

8 didn't tell them to wipe it or clean it off or

9 anything like that.

10 MR. MCDERMOTT: Should we take five?

11 MR. ACKER: Sure.

12 THE VIDEOGRAPHER: Going off record. The

13 time is 10:11 a.m.

14 (Break taken.)

15 THE VIDEOGRAPHER: Returning on the record.

16 The time is 10:24 a.m.

17 Counsel.

18 Q. (By MR. MCDERMOTT) Why didn't you wipe clean

19 the Tweedledum server before you took it to Pune?

20 A. I don't -- I don't remember the reason for

21 not wiping it clean. I don't remember -- I don't

22 remember thinking should we wipe it clean. I just --

23 I don't -- I don't know.

24 Q. Between February and May of 2012, did

25 Property Solutions take any action to eliminate copies



12/4/2014

56

1 of Voyager on any of its servers?

2 A. I think what we did was we -- we gave

3 direction to all of our employees not to access

4 Voyager or Genesis and made it very clear to

5 everyone -- I think we sent out an internal memo or

6 something that just said, if I remember correctly, you

7 know, that nobody was to access the software.

8 Q. Other than sending out this internal memo,

9 did Property Solutions take any steps such as -- take

10 any steps to remove the Voyager software from Property

11 Solutions' servers?

12 MR. ACKER: So objection. Vague as to time.

13 Q. (By MR. MCDERMOTT) Between February and May

14 of 2012.

15 A. I don't -- I don't recall. Removing access,

16 yes.

17 Q. But not removing the copies themselves.

18 A. I don't recall.

19 Q. What did you do to prepare to testify on

20 the -- what we lawyers call 30 (b) (6) topics today?

21 What did you do to prepare?

22 A. Our attorneys gave me a black binder that

23 contained the questions that I might be asked and also

24 accompanying information that we've already compiled

25 and communicated through the legal process for my --






56

1 of Voyager on any of its servers?

2 A. I think what we did was we -- we gave

3 direction to all of our employees not to access

4 Voyager or Genesis and made it very clear to

5 everyone -- I think we sent out an internal memo or

6 something that just said, if I remember correctly, you

7 know, that nobody was to access the software.

8 Q. Other than sending out this internal memo,

9 did Property Solutions take any steps such as -- take

10 any steps to remove the Voyager software from Property

11 Solutions' servers?

12 MR. ACKER: So objection. Vague as to time.

13 Q. (By MR. MCDERMOTT) Between February and May

14 of 2012.

15 A. I don't -- I don't recall. Removing access,

16 yes.

17 Q. But not removing the copies themselves.

18 A. I don't recall.

19 Q. What did you do to prepare to testify on

20 the -- what we lawyers call 30(b)(6) topics today?

21 What did you do to prepare?

22 A. Our attorneys gave me a black binder that

23 contained the questions that I might be asked and also

24 accompanying information that we've already compiled

25 and communicated through the legal process for my --



12/4/2014

177

1 posed to them so long as such questions were related

2 to Property Solutions' custom software integrations

3 with Yardi software." That's not a true statement, is

4 it? In other words, you didn't -- you and Mr. Zimmer

5 did not attempt to honestly and fully answer the

6 questions that Yardi posed to you.

7 A. Again, we felt -- we felt at the time like

8 we were trying to be trapped by Yardi into some, you

9 know -- they were -- they were trying to get us to

10 walk through a legal minefield over and over again,

11 and we took the fastest path cross the minefield to

12 avoid stepping on a landmine. We were -- we were

13 purposefully vague in our responses, and we -- we

14 should have been more forthright in those

15 communications with them in retrospect.

16 We -- certainly some of the statements made

17 were factually inaccurate, but again we -- what we

18 were trying to communicate in that response is, look,

19 we don't want to have Voyager on our servers any more

20 than you do. We're trying to get -- you know, we want

21 to get rid of it, and that was the effort made on our

22 end is to get people to stop using it and get rid of

23 it.

24 Q. On the second page, the first full

25 paragraph, "Property Solutions has asked me to






177

1 posed to them so long as such questions were related

2 to Property Solutions' custom software integrations

3 with Yardi software." That's not a true statement, is

4 it? In other words, you didn't -- you and Mr. Zimmer

5 did not attempt to honestly and fully answer the

6 questions that Yardi posed to you.

7 A. Again, we felt -- we felt at the time like

8 we were trying to be trapped by Yardi into some, you

9 know -- they were -- they were trying to get us to

10 walk through a legal minefield over and over again,

11 and we took the fastest path cross the minefield to

12 avoid stepping on a landmine. We were -- we were

13 purposefully vague in our responses, and we -- we

14 should have been more forthright in those

15 communications with them in retrospect.

16 We -- certainly some of the statements made

17 were factually inaccurate, but again we -- what we

18 were trying to communicate in that response is, look,

19 we don't want to have Voyager on our servers any more

20 than you do. We're trying to get -- you know, we want

21 to get rid of it, and that was the effort made on our

22 end is to get people to stop using it and get rid of

23 it.

24 Q. On the second page, the first full

25 paragraph, "Property Solutions has asked me to



12/4/2014

178

1 reiterate that it does not have copies of Yardi

2 Voyager software in its possession and that Property

3 Solutions is not accessing Yardi Voyager software

4 through common clients." It does not have copies of

5 Yardi Voyager software in its possession. Now, this

6 is October 5, 2012.

7 A. Uh-huh.

8 Q. As of October 5, 2012, that was a false

9 statement, wasn't it? And we'll get to the "is not

10 accessing Yardi Voyager software" in a moment. Now

11 I'm focusing on the first part of that sentence.

12 "Property Solutions has asked me to reiterate that it

13 does not have copies of Yardi Voyager software in its

14 possession." As of October 5, 2012, that was a false

15 statement.

16 A. We were not aware that the version in India

17 that was at Xento systems, D.B. Xento Systems, that

18 that software was still there, that it existed, nor

19 were we aware of the -- it wasn't installed, but this

20 file of -- the installer file of Yardi Voyager, that

21 there was a copy, I think, on a developer machine

22 somewhere that was -- nobody knew about, another copy

23 that was on some file server somewhere that nobody

24 knew about. We found those after the lawsuit started.

25 But certainly when we responded to this, we






178

1 reiterate that it does not have copies of Yardi

2 Voyager software in its possession and that Property

3 Solutions is not accessing Yardi Voyager software

4 through common clients." It does not have copies of

5 Yardi Voyager software in its possession. Now, this

6 is October 5, 2012.

7 A. Uh-huh.

8 Q. As of October 5, 2012, that was a false

9 statement, wasn't it? And we'll get to the "is not

10 accessing Yardi Voyager software" in a moment. Now

11 I'm focusing on the first part of that sentence.

12 "Property Solutions has asked me to reiterate that it

13 does not have copies of Yardi Voyager software in its

14 possession." As of October 5, 2012, that was a false

15 statement.

16 A. We were not aware that the version in India

17 that was at Xento systems, D.B. Xento Systems, that

18 that software was still there, that it existed, nor

19 were we aware of the -- it wasn't installed, but this

20 file of -- the installer file of Yardi Voyager, that

21 there was a copy, I think, on a developer machine

22 somewhere that was -- nobody knew about, another copy

23 that was on some file server somewhere that nobody

24 knew about. We found those after the lawsuit started.

25 But certainly when we responded to this, we



12/4/2014

179

1 weren't accessing those versions of Yardi software

2 that somehow had clung around on some of our -- our

3 servers and, you know, responded to this in what we

4 thought was a very truthful manner.

5 Q. Your testimony is that this statement

6 "Property Solutions has asked me to reiterate" -- that

7 that's -- that sentence is a truthful -- was a

8 truthful statement as -- as of October 5, 2012?

9 A. No, what I --

10 MR. ACKER: That's vague as to time. Are

11 you asking him did he think it was true on October 5th

12 or does he know whether it was true now?

13 A. Yeah, we did have copies of Voyager in

14 Property Solutions' possession at this time, but I did

15 not know or believe that there were any copies in

16 Property Solutions' possession at this time.

17 Q. Okay. You probably answered my question,

18 but let me ask it again --

19 A. Okay.

20 Q. -- because I'm not sure I understand your

21 answer.

22 Did you authorize Mr. Sjoblom to send

23 Exhibit 119?

24 A. I'm sure we did.

25 Q. Mr. Sjoblom says, Property Solutions has






179

1 weren't accessing those versions of Yardi software

2 that somehow had clung around on some of our -- our

3 servers and, you know, responded to this in what we

4 thought was a very truthful manner.

5 Q. Your testimony is that this statement

6 "Property Solutions has asked me to reiterate" -- that

7 that's -- that sentence is a truthful -- was a

8 truthful statement as -- as of October 5, 2012?

9 A. No, what I --

10 MR. ACKER: That's vague as to time. Are

11 you asking him did he think it was true on October 5th

12 or does he know whether it was true now?

13 A. Yeah, we did have copies of Voyager in

14 Property Solutions' possession at this time, but I did

15 not know or believe that there were any copies in

16 Property Solutions' possession at this time.

17 Q. Okay. You probably answered my question,

18 but let me ask it again --

19 A. Okay.

20 Q. -- because I'm not sure I understand your

21 answer.

22 Did you authorize Mr. Sjoblom to send

23 Exhibit 119?

24 A. I'm sure we did.

25 Q. Mr. Sjoblom says, Property Solutions has



12/4/2014

180

1 asked me to reiterate something." Do you see that?

2 A. Sorry. Point out again where it was.

3 Q. Sure? The first complete paragraph on page

4 2.

5 A. Okay.

6 Q. "Property Solutions has asked me to

7 reiterate." Did -- so I'm assuming that Property

8 Solutions asked --

9 A. Uh-huh.

10 Q. -- Mr. Sjoblom to --

11 A. Uh-huh.

12 Q. -- reiterate, one, that it, Property

13 Solutions does not have copies of Yardi Voyager

14 software in its possession.

15 A. Yeah, we didn't believe that we did.

16 Q. Even though you had hand-delivered the

17 Tweedledum server containing a copy of the Voyager

18 software to Pune.

19 A. Yes. I -- I told them to use that server,

20 reuse it, re-purpose it for something else. That

21 didn't end up happening unfortunately. So it was

22 my -- honestly, I did not know that this was still

23 sitting there, and I certainly didn't know about the

24 copies that were in the U.S. either that were

25 uninstalled but just sitting in folders somewhere.






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1 asked me to reiterate something." Do you see that?

2 A. Sorry. Point out again where it was.

3 Q. Sure? The first complete paragraph on page

4 2.

5 A. Okay.

6 Q. "Property Solutions has asked me to

7 reiterate." Did -- so I'm assuming that Property

8 Solutions asked --

9 A. Uh-huh.

10 Q. -- Mr. Sjoblom to --

11 A. Uh-huh.

12 Q. -- reiterate, one, that it, Property

13 Solutions does not have copies of Yardi Voyager

14 software in its possession.

15 A. Yeah, we didn't believe that we did.

16 Q. Even though you had hand-delivered the

17 Tweedledum server containing a copy of the Voyager

18 software to Pune.

19 A. Yes. I -- I told them to use that server,

20 reuse it, re-purpose it for something else. That

21 didn't end up happening unfortunately. So it was

22 my -- honestly, I did not know that this was still

23 sitting there, and I certainly didn't know about the

24 copies that were in the U.S. either that were

25 uninstalled but just sitting in folders somewhere.



12/4/2014

181

1 Q. But you knew you hadn't wiped the server.

2 A. We knew we still had that piece of hardware

3 in India.

4 Q. And that piece of hardware contained the

5 Voyager software

6 A. I did not know that that piece of hardware

7 still contained the Voyager software.

8 Q. Did you tell anyone in Pune when you handed

9 them the Tweedledum server to wipe the hard drive

10 clean?

11 A. I did tell them -- I told them to re-purpose

12 the server, reuse it for whatever their heart desired.

13 Q. Did you ask people at Property Solutions

14 about whether they continued to access the Yardi

15 Voyager software through common clients before you

16 told Mr. Sjoblom to make this statement in October of

17 2012?

18 A. I did not. I never thought in a million

19 years because I made it -- I tried so hard to make it

20 so abundantly clear to everyone that they should not

21 be logging into Yardi Voyager that I -- I would have

22 never even thought to ask because I felt like I'd made

23 it abundantly clear.

24 Q. Did Mr. Sjoblom know on October 5, 2012,

25 that in February 2012 Property Solutions had a copy of






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1 Q. But you knew you hadn't wiped the server.

2 A. We knew we still had that piece of hardware

3 in India.

4 Q. And that piece of hardware contained the

5 Voyager software.

6 A. I did not know that that piece of hardware

7 still contained the Voyager software.

8 Q. Did you tell anyone in Pune when you handed

9 them the Tweedledum server to wipe the hard drive

10 clean?

11 A. I did tell them -- I told them to re-purpose

12 the server, reuse it for whatever their heart desired.

13 Q. Did you ask people at Property Solutions

14 about whether they continued to access the Yardi

15 Voyager software through common clients before you

16 told Mr. Sjoblom to make this statement in October of

17 2012?

18 A. I did not. I never thought in a million

19 years because I made it -- I tried so hard to make it

20 so abundantly clear to everyone that they should not

21 be logging into Yardi Voyager that I -- I would have

22 never even thought to ask because I felt like I'd made

23 it abundantly clear.

24 Q. Did Mr. Sjoblom know on October 5, 2012,

25 that in February 2012 Property Solutions had a copy of


EXHIBIT K


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28PSI’s Responses to Yardi’s RFPS, Set One

Case No. 2:13-cv-07764 sd-637245

MICHAEL A. JACOBS (CA SBN 111664)[email protected] Morrison & Foerster LLP 425 Market Street San Francisco, California 94105-2482 Telephone: 415.268.7000 Facsimile: 415.268.7522

ERIC M. ACKER (CA SBN 135805)[email protected] CHRISTIAN G. ANDREU-VON EUW (CA SBN 265360) [email protected] MARY PRENDERGAST (CA SBN 272737) [email protected] Morrison & Foerster LLP 12531 High Bluff Drive San Diego, California 92130-2040 Telephone: 858.720.5100 Facsimile: 858.720.5125

Attorneys for Defendant/Counterclaimant PROPERTY SOLUTIONS INTERNATIONAL, INC.




Plaintiff,

v.


Defendant.


PROPERTY SOLUTIONS INTERNATIONAL, INC.’S RESPONSES TO YARDI SYSTEMS, INC.’S REQUESTS FOR PRODUCTION, SET ONE


Counterclaimant,

v.


Counterdefendant.

DEMAND FOR JURY TRIAL



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1 PSI’s Responses to Yardi’s RFPS, Set One Case No. 2:13-cv-07764

sd-637245

PROPOUNDING PARTY: Plaintiff YARDI SYSTEMS, INC.

RESPONDING PARTY: Defendant PROPERTY SOLUTIONS

INTERNATIONAL, INC.

SET NO.: One

Pursuant to Rule 34 of the Federal Rules of Civil Procedure, Defendant

Property Solutions International, Inc. (“Property Solutions”) hereby responds and

provides objections to Plaintiff Yardi Systems, Inc.’s (“Yardi”) first set of requests

for production of documents .

Yardi served its first set of interrogatories (Nos.1 to 21) and requests for

production (Nos. 1 to 52) in a March 3, 2014, document entitled Yardi Systems,

Inc.’s Interrogatories and Requests for Production of Documents, Set One. This

document responds to Yardi’s requests for production. Property Solutions’

responses to Yardi’s interrogatories are found in a separate document.

PRELIMINARY STATEMENT Property Solutions’ response to Yardi’s requests for production is based on

an investigation that Property Solutions has undertaken, on information and

documents that Property Solutions has located with reasonable efforts, and on

information and documents known to Property Solutions at this time. Property

Solutions has made a reasonable inquiry into the subject matter of the requests for

production, but the information known or readily available to Property Solutions as

of the date of this response is not complete. Property Solutions’ answers to the

requests are based on the information presently in its possession and the analysis it

has now completed. Property Solutions reserves the right to later supplement or

amend its answers and responses to the requests for production throughout its

investigation pursuant to Rule 26(e)(2) of the Federal Rules of Civil Procedure.

Property Solutions also reserves the right to use or rely on subsequently discovered

information not included in these responses at any time, including, without

limitation, in depositions, at trial, and in support of or opposition to any motion.


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sd-637245

Property Solutions and Yardi are currently negotiating a stipulated ESI Order

that will define the parties’ search obligations with respect to certain classes of

documents. Property Solutions’ responses are based on a preliminary search of its

documents and Property Solutions reserves the right to supplement or amend these

responses once the parties have agreed on the full scope of their search obligations.

Property Solutions does not waive its right to object to the admissibility into

evidence of any documents or information provided in response to Yardi’s requests

for production. Property Solutions further does not waive the right to raise all

questions of authenticity, relevancy, materiality, and privilege for any purpose with

regard to the documents or information provided in response to Yardi’s requests for

production, which may arise in any subsequent proceeding and/or the trial of this or

any other action. Moreover, the assertion by Property Solutions of various general

and specific objections is not a waiver of other objections that might be applicable

or become so at some future time.

DEFINITIONS “ASSERTED COPYRIGHT WORKS” shall mean the software programs

known as “Yardi Voyager 5.0, Yardi Voyager 6.0, the Yardi Voyager Residential

Plug-In 10” that are referenced in paragraph 44 of Yardi’s first amended complaint.

GENERAL OBJECTIONS The responses and objections set forth in this section apply to each of the

requests for production as if each were set forth in full in response to each request.

The assertion of the same, similar, or additional objections in Property Solutions’

specific objections to individual requests for production, or the failure to assert any

additional objection to a request for production, does not waive any of Property

Solutions’ objections set forth in this section or the following sections.

Property Solutions objects to Yardi’s requests for production as premature.

California Code of Civil Procedure Section 2019.210 requires Yardi to identify its

purported trade secrets with sufficient particularity to allow Property Solutions to


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distinguish the purported trade secrets from the general and specialized knowledge

of those skilled in the art. See Perlan Therapeutics, Inc. v. Superior Court, 178

Cal. App. 4th 1333, 1347 (Cal. App. 4th Dist. 2009). “Where, as here, every cause

of action is factually dependent on the misappropriation allegation, discovery can

commence only after the allegedly misappropriated trade secrets have been

identified with reasonable particularity, as required by section 2019.210.”

Advanced Modular Sputtering, Inc. v. Superior Court, 132 Cal. App. 4th 826, 834-

35, 33 Cal. Rptr. 3d 901, 907 (2005). The disclosure required by Section 2019.210

is designed to set the bounds of discovery and Yardi therefore is prohibited from

serving any discovery until it provides an adequate disclosure. See Id. Without

such a disclosure, Property Solutions cannot fully understand the scope of many of

Yardi’s requests for production. Property Solutions nevertheless has attempted to

respond to Yardi’s requests for production, but it reserves the right to amend its

responses after Yardi provides an adequate disclosure. Property Solutions objects

to the production of any documents related to claims that are factually dependent on

Yardi’s misappropriation allegations before Yardi complies with Section 2019.210.

Property Solutions products include databases that contain vast amounts of

banking information, personal identifying information, and other confidential

information that corresponds to Property Solutions’ direct or indirect customers.

This data is protected by both state and federal regulations that include but are not

limited to: the Fair Credit Reporting Act, 15 U.S.C. 1681 et seq; California Civil

Code §§ 1785.1-1785.36; 1798.29; 1798.80-1798.84; 1798.81.5; 1798.85 –

1798.86; 1785.11.1 and 1785.11.6; California Financial Code §§ 4050-4060;

California Public Utilities Code §§ 2891-2894.10; the Insurance Information and

Privacy Protection Act – California Insurance Code §§ 791 et seq; the SSAE 16

Standard and Service Organization Reporting Standards, PCI SSC Data Security

standards or the Gramm-Leach-Bliley Act. Property Solutions objects to the

requests for production to the extent they seek discovery of any confidential


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sd-637245

customer or resident information, and will not produce any document or data that

contains nonpublic personal identifying information

Property Solutions objects to the requests for production to the extent that

they purport to impose search obligations that are broader than the obligations the

parties agree to in the stipulated ESI Order.

Property Solutions objects to each definition and request for production to

the extent that it purports to impose any requirement or discovery obligation upon

Property Solutions other than as set forth in the Federal Rules of Civil Procedure

and any applicable Local Rule or Order of this Court.


the extent that it seeks information which is not relevant to the claims and defenses

in this action or reasonably calculated to lead to the discovery of admissible

evidence.


the extent that it seeks information protected by the attorney-client privilege, the

attorney work product doctrine, or any other applicable restriction upon discovery.

No document will be produced or information provided that is subject to the

attorney-client privilege, the work product immunity or any other applicable

restriction upon discovery, nor shall Property Solutions’ responses to Yardi’s

requests for production in any way be deemed to be a waiver of attorney-client

privilege or work-product protection.


the extent that it purports to require Property Solutions to disclose any proprietary

business information, protected information of third parties, or the content of any

part of any agreement between Property Solutions and a third party which by its

terms may not be disclosed by Property Solutions .

In the interest of expediting production, Property Solutions is making a

prompt and diligent review of documents potentially responsive to Yardi’s requests


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sd-637245

for production, accompanied by what Property Solutions considers to be reasonable

safeguards against the production of privileged, third-party proprietary or

confidential, or otherwise protected or non-responsive documents. If, despite such

efforts, Property Solutions does in fact produce one or more such documents, such

production will have been inadvertent and not intended in any way whatsoever to

waive any legal protection that attaches to such documents. Property Solutions

objects to any reading, copying, summarizing, or other use by Yardi of such

documents, and is producing documents with the understanding that Yardi will

immediately notify Property Solutions of any instance where it knows, or

reasonably suspects, that such an inadvertent production has occurred, and

immediately return such documents to Property Solutions.

Property Solutions objects to each request for production that seeks discovery

of materials outside Property Solutions’ possession, custody, or control.

Property Solutions objects to each request for production that is not limited to

a particular time frame to the extent that such request for production seeks

information which is not relevant to the subject matter of the present action; or to

the extent that such request for production seeks information which is not

reasonably calculated to lead to the discovery of admissible evidence.

Property Solutions has interpreted the requests for production utilizing the

ordinary meanings of words. To the extent that any request for production purports

to seek documents or information other than as so interpreted, Property Solutions

objects on the ground that any such request for production is vague, ambiguous,

and overbroad.

Property Solutions objects to the “Definitions” set forth in Yardi’s requests

for production on the grounds that they are overly broad, unduly burdensome,

and/or call for a legal conclusion. In particular, Property Solutions objects to the

definitions of “Property Solutions” and “you” as overly broad and unduly

burdensome because those definitions include entities and individuals not within


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sd-637245

Property Solutions’ control, and also include within their scope relationships that

pre-date the events in suit.

None of these objections and responses is an admission relative to the

existence of any documents or information, to the relevance or admissibility of any

documents or information, to the relevance or admissibility of any documents

produced, or to the truth or accuracy of any statement or characterization contained

in any request for production.

Property Solutions objects to each request for production to the extent that it

is prematurely propounded. Property Solutions has not yet completed its factual

investigation of this case, has not yet completed discovery, and has not yet

completed preparation for trial. Property Solutions reserves the right to rely on

facts, documents, or other evidence that may develop or come to Property

Solutions’ attention at a later time. Property Solutions’ responses are based on

information presently known to Property Solutions and are set forth without

prejudice to Property Solutions’ right to assert additional objections and/or

supplementary responses should Property Solutions discover additional documents,

information, or grounds for objections. Property Solutions reserves the right to

supplement or amend its responses to Yardi’s requests for production at any time

prior to trial.

Subject to the foregoing General Objections and to the specific objections set

forth below, and without waiving any of them, Property Solutions submits the

following responses to Yardi’s requests for production:

RESPONSES TO REQUESTS FOR PRODUCTION REQUEST FOR PRODUCTION NO. 1:




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RESPONSE TO REQUEST FOR PRODUCTION NO. 1:

Property Solutions objects to this request on the grounds that it seeks

discovery regarding Yardi’s trade secret claims, and/or claims that are factually

dependent on those claims, before Yardi has complied with Section 2019.210 of the

California Code of Civil Procedure. Property Solutions reserves the right to

supplement and/or modify its response after Yardi complies with Section 2019.210.

Property Solutions objects to this request to the extent that it seeks

information or documents protected from discovery by the attorney-client privilege,

the work product privilege, or any other applicable privileges.

Property Solutions objects to this request because it is vague and overbroad.

Subject to the General Objections and specific objections outlined above,

Property Solutions responds that it will produce the documents referenced or

referred to in its interrogatories responses after an appropriate protective order is

entered in this action.


Produce all DOCUMENTS disclosed in any party’s initial disclosures









Property Solutions objects to the request for “any party’s” documents

because it is overbroad and unduly burdensome.


Property Solutions responds that it will produce the non-privileged documents it


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disclosed in its initial disclosures after an appropriate protective order is entered in

this action.















Property Solutions responds that it will produce the documents referenced or

referred to in its answer after an appropriate protective order is entered in this

action.











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Property Solutions objects to the phrase “access to, possession of, copying of,

or use of” because it is vague and overbroad.

Subject to the General Objections and specific objections outlined above and

to its understanding of the vague terms and phrases identified above, Property

Solutions responds that it will produce responsive documents in its possession after

an appropriate protective order is entered in this action.




any other software.








Property Solutions objects to the phrase “any other software” because it is

vague and overbroad and is not reasonably calculated to lead the discovery of

admissible evidence.

Property Solutions objects to the phrase “design, development, modification,

testing, or validation” because it is vague and overbroad.

Property Solutions objects to the definition of “ENTRATA” because it is

vague and overbroad.




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sd-637245

Solutions responds that it will produce responsive documents in its possession, if

any, after an appropriate protective order is entered in this action.















Property Solutions objects to the phrase “employee or representative of

YARDI in India” because it is vague and ambiguous.



Solutions responds that, after Yardi serves Property Solutions with a trade secret

disclosure that complies with Section 2019.210 and an appropriate protective order

is entered in this action, it will produce non-privileged documents in its possession,

if any, referring to communications with Yardi about the ASSERTED

COPYRIGHT WORKS or any Yardi Software identified in Yardi’s Section

2019.210 disclosure.


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Property Solutions objects to the phrase “access to, possession of copying of,

or use of” because it is vague and overbroad.





is entered in this action, Property Solutions will produce non-privileged documents

in its possession, if any, that refer to its possession of copies of the ASSERTED

COPYRIGHT WORKS; copying of the ASSERTED COPYRIGHT WORKS onto

any Property Solutions computers; or access to, possession of, copying of, or use of

any Yardi Software identified in Yardi’s Section 2019.210 disclosure.





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Property Solutions objects to the phrase “installation or copying” because it

is vague and overbroad.

Property Solutions objects to the word “computer” because it is vague and

overbroad.






in its possession, if any, that refer to its installation or copying of the ASSERTED

COPYRIGHT WORKS or any Voyager Software identified in Yardi’s Section

2019.210 disclosure onto any computer.







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Property Solutions responds that, after Yardi serves Property Solutions with a trade

secret disclosure that complies with Section 2019.210 and an appropriate protective

order is entered in this action, Property Solutions will produce non-privileged

documents in its possession, if any, that refer to its possession of a copy of the

Voyager Software as admitted in paragraph 24 of its answer.


Produce all DOCUMENTS CONCERNING YOUR accessing of any









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Property Solutions objects to the phrase “accessing of any computer or

computer network” because it is vague and overbroad.

Property Solutions objects to the phrase “belonging to YARDI” because it is

vague and ambiguous.


Property Solutions responds that it is willing to meet and confer with Yardi

regarding the appropriate scope of this request.















Property Solutions objects to this request because it is vague and overbroad

and not reasonably calculated to the lead to the discovery of admissible evidence.


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sd-637245

Property Solutions objects to the phrase “element or feature of YARDI

SOFTWARE” because it is vague and overbroad.





Property Solutions objects to this request to the extent that it seeks protected

confidential data corresponding to direct or indirect Property Solutions’ customers.






in its possession, if any, referring to the design, development, modification, testing,

or validation of Entrata Core that mention any Yardi Software identified in Yardi’s

Section 2019.210 disclosure.













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Property Solutions objects to the phrase “incorporation, emulation, or

consideration” because it is vague and overbroad.

Property Solutions objects to the phrase “any element, feature, or

characteristic of VOYAGER SOFTWARE” because it is vague and overbroad.











or validation of Entrata Core that mention elements of Voyager Software that are

identified in Yardi’s Section 2019.210 disclosure.








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Property Solutions objects to the phrase “other property management

software” because it is vague and overbroad.

Property Solutions objects to the phrase “any element, feature, or

characteristic of any other property management software” because it is vague and

overbroad.

Property Solutions objects to the phrase “incorporation, emulation, or

consideration” because it is vague and overbroad.



Property Solutions objects to the phrase “software designed, developed,

marketed or sold by MRI Software or RealPage” because it is vague and overbroad.




Property Solutions responds that Property Solutions is willing to meet and confer

with Yardi regarding the appropriate scope of this request.


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Produce all DOCUMENTS CONCERNING YOUR statement in paragraph
















with Yardi regarding the appropriate scope of this request.











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Property Solutions objects to the phrase “any element or feature of any

YARDI SOFTWARE” because it is vague and overbroad and is not reasonably

calculated to lead to the discovery of admissible evidence.











or validation of Entrata Core and other Property Solutions Software that is at issue

in this litigation that refer to elements of Voyager Software that are identified in

Yardi’s Section 2019.210 disclosure.


Produce all DOCUMENTS CONCERNING the value of any YARDI





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Property Solutions objects to the phrase “any element or feature of any

YARDI SOFTWARE” because it is vague and overbroad.

Property Solutions objects to the phrase “any other information regarding any

YARDI SOFTWARE” because it is vague and overbroad.






in its possession, if any, analyzing of the value of the ASSERTED COPYRIGHT

WORKS and any Yardi Software identified in Yardi’s Section 2019.210 disclosure.







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Property Solutions objects to the phrase “any customer of YARDI” because

it is vague and overbroad.








if any, referring to or including communication between Property Solutions and any

known Yardi customers referring to any contract or agreement between the

customer and Yardi.






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Property Solutions objects to the phrase “access to any YARDI




Property Solutions objects to this request to the extent that it purports to

require Property Solutions to disclose proprietary information of third parties

without those parties’ consent.






in its possession, if any, referring to or including requests for access to the

ASSERTED COPYRIGHT WORKS or any Yardi software identified in Yardi’s



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Property Solutions objects to the phrase “a copy of any YARDI












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in its possession, if any, referring to or including requests for a copy of the

ASSERTED COPYRIGHT WORKS or any Yardi software that is identified in

Yardi’s Section 2019.210 disclosure.





any YARDI SOFTWARE.










Property Solutions objects to this request because it is vague and overbroad

and is not reasonably calculated to lead to the discovery of admissible evidence.




Property Solutions objects to the phrase “logic, components of any YARDI

SOFTWARE, or other information CONCERNING any YARDI SOFTWARE”

because it is vague and overbroad.




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disclosure that complies with Section 2019.210, Property Solutions will produce

non-privileged documents in its possession, if any, referring to or including

requests for database tables, logic, or components of any Yardi software identified

in Yardi’s Section 2019.210 disclosure or requests for copies of the ASSERTED

COPYRIGHT WORKS.


Produce all DOCUMENTS CONCERNING YOUR use of or access to any












Property Solutions objects to the phrase “use of or access to” because it is


Property Solutions objects to the phrase “VOYAGER SOFTWARE test

environment” because it is vague and overbroad.





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in its possession, if any, referring to its access to Voyager test environments.


Produce all DOCUMENTS CONCERNING the comment posted to the

website http://mbrewergroup.com/2012/07/is-entrata-the-product-of-a-trojan-horse/

under the pseudonym of “PSI Disgust” which begins: “This is exactly what PSI



clients to open their Yardi/ASMI software in front of us so we can see what they’re

doing”, including but not limited to all DOCUMENTS CONCERNING any efforts
















responsive documents in its possession, if any.


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Produce all DOCUMENTS CONCERNING any actions YOU took in





















Produce all DOCUMENTS CONCERNING the comments posted by Jeremy






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Produce all DOCUMENTS CONCERNING any agreement or draft













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order is entered in this action, it will produce non-privileged agreements between

Property Solutions and Yardi in its possession, if any.


Produce all DOCUMENTS CONCERNING any information that YARDI












Property Solutions objects to the phrase “information that YARDI provided

YOU pursuant to any agreement between YOU and YARDI” because it is vague

and overbroad.





is entered in this action, Property Solutions will produce non-privileged responsive

documents in its possession, if any, referring to or including any information Yardi

provided Property Solutions.


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Produce DOCUMENTS sufficient to show all customers of YOURS that also








Property Solutions objects to the phrase “customers of YOURS that also use

any YARDI SOFTWARE” because it is vague and ambiguous.








Solutions responds that, after an appropriate protective order is entered in this

action, it will produce documents sufficient to show all of its customers that it

knows use Yardi Software.


Produce three executable copies of every version of ENTRATA and all







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Property Solutions objects to the phrase “every version of ENTRATA”

because it is vague and ambiguous.









is entered in this action, it will allow persons authorized by that protective order

access to a computer containing the current version of Entrata Core that does not

contain any customer data and provide sufficient instructions to allow the reviewer

to setup, install, and exercise an executable copy of the current version of Entrata

Core.


Produce all user documentation and user manuals for ENTRATA.







Property Solutions objects to the phrase “all user documentation” because it

is vague and ambiguous.


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is entered in this action, it will produce copies of user documentation and user

manuals for Entrata Core.


Produce the SOURCE CODE for every version of ENTRATA.







Property Solutions objects to the phrase “every version of ENTRATA”

because it is vague and ambiguous.



Property Solutions objects to the definition of “SOURCE CODE” because it

is overbroad and inapplicable to Property Solutions’ development environment.







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access to a computer containing source code for the current version of Entrata Core

and a reasonable number of prior versions of Entrata Core.


Produce the database schema for ENTRATA, including all database tables,

















access to a computer containing the database schema for Entrata Core.


Produce all developer documentation for ENTRATA, including, but not






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ENTRATA.








Property Solutions objects to the phrase “prepared or used in connection with

the design, development, modification, testing, or validation of” because it is vague

and overbroad.









with Yardi regarding the appropriate scope of this request after Yardi serves

Property Solutions with a trade secret disclosure that complies with Section

2019.210.






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Property Solutions objects to the phrase “features, operations, characteristics,

benefits, or qualities of” because it is vague and overbroad.



with Yardi regarding the appropriate scope of this request after Yardi serves

Property Solutions with a trade secret disclosure that complies with Section

2019.210.


Produce all DOCUMENTS CONCERNING any comparison of any features,








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Property Solutions objects to the phrase “features, operations, characteristics,

benefits, or qualities of” because it is vague and overbroad.








in its possession, if any, that compare features of Entrata Core to features of any

Yardi Software identified in Yardi’s Section 2019.210 disclosure.


Produce all DOCUMENTS CONCERNING any bugs or technological









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Property Solutions objects to the phrase “bugs or technological problems that

have been reported or discovered” because it is vague and overbroad.







regarding the appropriate scope of this request after Yardi serves Property Solutions

with a trade secret disclosure that complies with Section 2019.210.


Produce all DOCUMENTS CONCERNING YOUR allegation that YARDI














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in its possession referring to or including its communications with YARDI

regarding screen shots, detailed instructions, or database table field names.


Produce all DOCUMENTS CONCERNING any technical information YOU

















if any, referring to or including technical information Yardi provided to Property

Solutions.


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Produce all DOCUMENTS CONCERNING YOUR allegation that YOU

were an “approved integration partner” for both self-hosted and Yardi-hosted














Solutions responds that it will produce non-privileged documents in its possession

related to its understanding that it was an approved integration partner for Yardi

after an appropriate protective order is entered in this action.


Produce DOCUMENTS sufficient to show all Internet Protocol (“IP”)









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Property Solutions responds that it will produce documents sufficient to show

all IP addresses registered to Property Solutions between 2009 and the present, to

the extent that Property Solutions keeps records of those addresses, after an

appropriate protective order is entered in this action.


Produce DOCUMENTS sufficient to show every computer owned or








Property Solutions objects to this request because it is overbroad and unduly

burdensome.


Property Solutions responds that it has provided responsive non-privileged

information in its response to Interrogatory No. 1.


Produce DOCUMENTS sufficient to show every one of YOUR or YOUR

subsidiaries’ or affiliates’ officers, employees, contractors, agents, or









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Property Solutions objects to the phrase the phrase “had access to” as vague,

ambiguous, and overbroad.



Solutions responds that it will provide responsive non-privileged information in its

response to Interrogatory No. 3 after an appropriate protective order is entered in

this action.


Produce all contracts between YOU and any affiliate, subsidiary, consultant



YOU.













Property Solutions objects to the phrase “any involvement in the design,

development, modification, testing or validation” because it is vague and

overbroad.


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Property Solutions objects to the phrase “any other software” because it is




Property Solutions objects to the phrase “other software purportedly

developed by YOU” because it is vague and overbroad.



regarding the appropriate scope of this request after Yardi serves Property Solutions

with a trade secret disclosure that complies with Section 2019.210.


Produce, separately for each year of operation, DOCUMENTS sufficient to


















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is entered in this action, Property Solutions will produce documents sufficient to

show the sales, revenues, and profits of the Entrata Core product.


Produce all DOCUMENTS CONCERNING the marketing, sale, licensing, or


any YARDI SOFTWARE.


















is entered in this action, Property Solutions will produce non-privileged marketing


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and sales documents for Entrata Core in its possession, if any, that refer to the

ASSERTED COPYRIGHT WORKS or any Yardi Software identified in Yardi’s



Produce all DOCUMENTS RELATING TO the “gap analysis” YOU allege
















is entered in this action, Property Solutions will produce the gap analysis referred to

in its complaint and non-privileged documents in its possession, if any, that refer to

the gap analysis.


Produce all deposit materials submitted to the U.S. Copyright Office in


YOU have applied.


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Produce all DOCUMENTS CONCERNING any effort to gain intellectual
















Property Solutions objects to the phrase “any effort to gain intellectual

property rights” because it is vague and overbroad.


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Produce all DOCUMENTS discussing, analyzing, or evaluating any of the












Property Solutions objects to the phrase “intellectual property rights that

YARDI has asserted in this lawsuit” because it is vague and overbroad.






in its possession, if any, analyzing intellectual property rights associated with the

ASSERTED COPYRIGHT WORKS or any Yardi Software identified in Yardi’s



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Produce all DOCUMENTS CONCERNING the factual basis for either of
















documents that it may use to support its declaratory judgment claims that are not

produced pursuant to any other request, if any.


Produce all DOCUMENTS CONCERNING any of the affirmative defenses


any other request.






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documents that it may use to support its affirmative defenses that are not produced

pursuant to any other request, if any.


Produce all DOCUMENTS CONCERNING any of the allegations in YOUR
















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documents that it may use to support its allegations that are not produced pursuant

to any other request, if any.


Produce DOCUMENTS sufficient to show YOUR policies and/or procedures









Property Solutions responds that it will produce non-privileged responsive

documents in its possession, if any.

Dated: May 7, 2014 MORRISON & FOERSTER LLP

By: Christian G. Andreu-von Euw

Attorneys for Defendant/Counterclaimant PROPERTY SOLUTIONS INTERNATIONAL, INC.

RRISON & FFFFFFFFFFOOOOOOOERS

CCCCCCCCCChhhhhhhhrisssssstttttiiiiiiiaaaaaaaannnnnnnnn GGGGGGGG. Andreu


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1 Certificate of ServiceCase No. 2:13-cv-07764 FMO (CWx)

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I declare that I am employed with the law firm of Morrison & Foerster LLP,whose address is 12531 High Bluff Drive, San Diego, California, 92130-2040. I am not a party to the within cause, and I am over the age of eighteen years.

I further declare that on May 7, 2014, I served a copy of:

PROPERTY SOLUTIONS INTERNATIONAL, INC.’S RESPONSES TO YARDI SYSTEMS, INC.’S REQUESTS FOR PRODUCTION, SET ONE

BY ELECTRONIC SERVICE [Fed. Rule Civ. Proc. rule 5(b)] byelectronically mailing a true and correct copy through Morrison & Foerster LLP's electronic mail system to the e-mail address(es) set forth below, or as stated on the attached service list per agreement in accordance with Federal Rules of Civil Procedure rule 5(b).

Laura E. Bielinski Brownstein Hyatt Farber Schreck, LLP 1020 State Street Santa Barbara, CA 93101 Phone: 805.963.7000 Email: [email protected]

X E-mail

John V. McDermott Karl L. Schock Brownstein Hyatt Farber Schreck, LLP 410 Seventeenth Street, Suite 2200 Denver, CO 80202-4432 Phone: 303.223.1100 Email: [email protected]


X E-mail


Executed at San Diego, California, this 7th day of May, 2014.

Christian G. Andreu-von Euw Christian G. Andreu-von Euw (signature)(((((((((ssssssssiiiiiiiigggggggnature)

ay of May,,,,, 222222014.


EXHIBIT L


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Writer’s Direct Contact

858.720.7973 [email protected]

12531 HIGH BLUFF DRIVE SAN DIEGO, CALIFORNIA 92130-2040

TELEPHONE: 858.720.5100 FACSIMILE: 858.720.5125

WWW.MOFO.COM

M O R R I S O N & F O E R S T E R L L P

N E W Y O R K , S A N F R A N C I S C O , L O S A N G E L E S , P A L O A L T O , S A C R A M E N T O , S A N D I E G O , D E N V E R , N O R T H E R N V I R G I N I A , W A S H I N G T O N , D . C .

T O K Y O , L O N D O N , B R U S S E L S , B E I J I N G , S H A N G H A I , H O N G K O N G

August 1, 2014

Via E-mail

Karl L. Schock Michael Hoke Brownstein Hyatt Farber Schreck, LLP 410 Seventeenth Street, Suite 2200 Denver, CO 80202 303.223.1125 [email protected]

Re: Yardi v. Property Solutions - Case No. 13-CV-7664 – Meet and Confer Summary

Dear Karl and Michael:

Thank you for the productive meet and confer yesterday. Below is a summary of our call, and we have noted any issues that remain outstanding for one or more of the parties. Please confirm this reflects your understanding as well.

A. Yardi’s Document Production

Yardi confirmed that it is planning to produce more documents, including more documents from the custodians from whom documents already have been produced. For example, we noted that only 22 documents have so far been produced from Anant Yardi, when we expect that he would have far more responsive documents. We asked whether Yardi intends to produce documents from an earlier time period, as the documents produced generally appear to be from 2010 onwards, when the parties’ pleadings include factual allegations (and both sides have produced relevant documents) going back as far as 2004. By way of example, we noted that James Beane was identified by Yardi in its initial disclosures as a person with information on PSI’s allegation that Yardi assisted PSI with its integration in the 2007 timeframe, yet the earliest document produced from James Beane was from late 2010.

You stated you would follow up on earlier documents for these and the other custodians and confirm the date ranges you used for your search. We stated that, if a custodian does not have documents from a particular time period, we would need to know the details. We also reiterated our request for Yardi’s document retention policies so we can better understand if and why Yardi is deleting or failing to preserve certain information.


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You also mentioned that you used January 2006 as a start date for your collection. We explained that documents going back to the initiation of the parties’ relationship in 2004 are relevant to this dispute, particularly given the fact that the there is no question that anything provided by Yardi prior to 2006 could not be subject to the 2006 NDA upon which Yardi bases its breach of contract claim. You indicated you would discuss with your client searching for documents between 2004 and 2006 and would get back to us.

We asked whether Yardi is imaging each custodian’s computer and e-mail account in its entirety and then searching for documents responsive to Property Solutions’ RFPs. You confirmed that Yardi is in fact imaging the entire computer and e-mail account of each custodian and then searching that entire image for responsive documents. If that is not the case, we ask that you inform us immediately. You also confirmed that Yardi is searching any central severs for responsive documents. Both parties confirmed that they intend to comply with the requirements of the ESI order.

B. Yardi’s RFP Responses

RFPs Nos. 1-3

We pointed out that Yardi agreed in its RFP responses to produce documents in response to these three RFPs for an appropriate timeframe and list of custodians. Now that a list of custodians has been provided (subject to PSI’s reservation of rights to add additional custodians up to the limits imposed by the ESI order), and we discussed an appropriate timeframe (although the issue of 2004 v. 2006 as starting date remains outstanding), Yardi agreed to produce documents responsive to these RFPs.

Third Party Integrations

We clarified that PSI is primarily seeking documents that demonstrate Yardi’s sharing of technical information or credentials with third parties, so that we can determine whether Yardi does so without reasonable measures to protect its trade secrets in place. This would include all communications with third parties in which Yardi provides any technical information related to Yardi’s disclosed trade secrets, or in which Yardi provides credentials to third parties for accessing any element of those trade secrets. You indicated you would reconsider your objections in light of this narrowing.

Yardi Hosting Services

We indicated we would be willing to limit our requests to documents relating to Yardi’s hosting of PSI’s software. We explained that such documents are relevant to determining what, if any, knowledge Yardi gained about PSI’s software from its hosting of that software. For example, documents about Yardi’s hosting that evidence Yardi’s awareness of any


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database access by PSI’s software are relevant to PSI’s defenses of estoppel, waiver, consent, and inadequate measures to protect trade secrets. You indicated you would reconsider your objections in light of this narrowing.

Agreements

Yardi confirmed that all standard form contracts have been produced. Yardi reserved the right to produce additional contracts it alleges to have been breached by mutual customers should discovery reveal the need.

Sales and Revenue for Voyager

You confirmed that you are working on getting revenue information for Voyager. We explained that the additional pieces of information requested in our July 21 letter are drawn from industry practices and the standard licensing terms Yardi has produced, and are necessary for us to understand that revenue information in context. You stated that you are currently determining whether such information is available but will produce it if so. We offered to confer further if one or more pieces of that information are unavailable or unduly difficult to determine.

We did not discuss PSI’s request that Yardi produce revenue information going back to 2006, rather than back to 2010. For clarity, PSI’s position is that PSI is entitled to revenue information for Voyager as well as any revenue Yardi earned related to PSI’s integrations for the entire period in which such integrations were active. First, this period is relevant to any damages Yardi intends to claim it suffered as a result of PSI’s integrations. Second, Yardi’s revenue beginning in early 2006, just before PSI successfully integrated with Voyager, is relevant to determining any trend in sales that Voyager may have experienced as a result of PSI’s integrations. (See PSI’s Counterclaims, D.I. 45 ¶ 108-109, 111.) Finally, Yardi has admitted that at least as early as 2008, Yardi charged customers to host third-party custom interfaces on Yardi’s servers. (Yardi’s Answer to Counterclaims, D.I. 46 ¶ 108.) If Yardi is aware of any revenue gleaned from such hosting or other services related to PSI’s integrations from before 2008, PSI is entitled to that information as well. Please let us know if Yardi will not agree to produce revenue information beginning January 1, 2006.

Organizational Charts

We narrowed PSI’s request to organizational charts from 2006 to the present, and you indicated you thought that would be acceptable. Please confirm.

Revenue Forecasts


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You indicated you were looking into whether revenue forecasts are available and indicated you would discuss with your client. The parties agreed that, although their positions on the relative importance of forecasts would differ, such forecasts would be relevant to any damages theory in which Yardi sought lost profits for sales it could have made had PSI not entered the marketplace.

Information about Marketing and Functionality

You stated that you intend to produce marketing documentation for Voyager. In an effort to narrow PSI’s requests, we stated that what PSI seeks here is any marketing material that discloses any information related to Yardi’s trade secrets, the screenshots evidencing those trade secrets, and any separate element relevant to your copyright claims. You stated that you would consider this narrowed request.

User Documentation

You indicated that Yardi is collecting and will produce user documentation for Voyager, and stated that we would receive a response from you soon on whether you intend to produce user documentation for Genesis. We reiterated PSI’s position that the Genesis documentation is important since Yardi provided a copy of Genesis to PSI, and PSI needs to be able to compare Genesis and Voyager to determine how that disclosure is relevant to its claims and defenses.

Developer Documentation

You indicated that Yardi is collecting and will produce developer documentation directed to external developers for Voyager. You also stated that you did not initially understand these requests to encompass training materials and other such documents directed at third party integrators, but confirmed that you would be collecting those as well. As for internal documentation, PSI provided a further explanation of what it seeks: high level documents explaining the structure of the Voyager software. You indicated you would consider this narrowing and determine if any such documentation exists.

C. PSI’s RFP Responses

PSI confirmed that it intends and is preparing to produce additional documents, and the parties discussed specific RFPs as outlined below.

Natives

We explained that the non-produced natives are executable files, databases or other similar files that are extremely difficult to properly review. Some may contain source code, and


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others (such as the database files) likely contain a large amount of personally identifying information that would take an extremely long time to review and redact. As a result, PSI asked that Yardi identify any specific files it sees a need for, and PSI will consider those requests on a case by case basis.

RFP No. 10

PSI objected to this RFP as overbroad and vague and ambiguous because it could potentially encompass any time a PSI employee went on Yardi’s website. Yardi clarified that it was seeking documents concerning PSI’s logging into any Yardi hosted database or software on Yardi servers, and PSI agreed to produce such documents, to the extent they exist.

RFP No. 13

PSI objected to the relevance of RFP 13, since documents related to PSI’s use of RealPage and MRI technology, even if they existed, would not be relevant to whether PSI incorporated Yardi’s trade secrets or copyrighted technology. You stated you would need to confer and get back to us on this RFP.

RFP No. 14

PSI objected to Yardi’s use of the broad term “concerning” and also objected that documents responsive to this request were likely to be responsive to many of Yardi’s other RFPs. After some discussion, PSI agreed to produce any documents that evince or support the statement made in paragraph 94 of its complaint.

RFP No. 32

Because the parties expect to resolve their dispute over the adequacy of Yardi’s trade secret disclosure, PSI agreed to produce documents in response to RFP 32 after it has reviewed Yardi’s final trade secret disclosure.

RFP No. 33

PSI again asked for clarification of what was meant by documents “concerning” the communications described in this request. You explained that you were concerned with documents attached to emails, and PSI confirmed that we would produce both communications responsive to this request and any attachments to those emails.

More generally, both sides confirmed that they are producing whole families in compliance with the ESI order (e.g., when an email is relevant, all attachments will also be produced unless there are issues of privilege, which will be noted through slipsheets or otherwise).


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RFP No. 35

When we asked for the relevance of these documents, you explained that Yardi was interested in the development of the software and specifically any time PSI might have responded to a reported bug by, e.g., asking how Voyager performs that task. We responded that such a document would no doubt be responsive to other RFPs and would likely be relevant. PSI agreed to produce documents in response to RFP No. 35 to the extent they reference or relate to Yardi or Yardi software.

RFP No. 40

Yardi objected that PSI has not provided any documents demonstrating which PSI computers contain copies of Voyager. We stated that our response, incorporating PSI’s response to interrogatory No. 1, which lists the requested servers, satisfies the request for “documents sufficient to show” every PSI computer with a copy of Voyager on it.

RFP No. 42

PSI objected to producing every third party or consultant agreement on third party privacy and relevance grounds. You stated that Yardi is seeking these documents for two reasons: (1) to identify any third parties that may have worked on development of Entrata and (2) to determine whether any such agreements contain a scope of work including examination of Yardi software or competitor software in general. PSI stated that to get the information desired under (1), Yardi could simply propound an interrogatory rather than seeking the confidential terms of agreements with each and every one of these contractors. PSI agreed, however, to produce agreements with any contractors for whom the scope of work mentions Yardi or analysis of competitor software.

RFP Nos. 46 and 47

PSI asked for additional information regarding the relevance of these requests. You stated that you would get back to us on both.

D. PSI’s Interrogatory Responses

PSI agreed to supplement our interrogatory responses when we have additional information, and agreed to do so within a month. On Interrogatory No. 3 specifically, you clarified that by “access” you mean actually logged into or otherwise interacted with the software. We noted that PSI may not track such access, but agreed to supplement this response.


[PROPOSED] ORDER ON PLAINTIFF’S RULE 16 MOTION TO REOPEN DISCOVERY

Case No. 2:13-cv-07764-FMO-AGRx

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YARDI SYSTEMS, INC.

Plaintiff,

vs.


Defendant.


Counter-Claimant,

vs.

YARDI SYSTEMS, INC.

Counter-Defendant


[PROPOSED] ORDER ON PLAINTIFF YARDI SYSTEMS, INC.’S RULE 16 MOTION TO MODIFY THE COURT’S SCHEDULING ORDER TO REOPEN LIMITED DISCOVERY FOR INQUIRY INTO THE RELATIONSHIP BETWEEN ENTRATA, INC.’S RELATIONSHIP WITH DB XENTO SYSTEMS PRIVATE LIMITED


Hearing Date: TBD Hearing Time: 10:00 am Courtroom: 6D


[PROPOSED] ORDER ON PLAINTIFF’S RULE 16 MOTION TO REOPEN DISCOVERY

- 2 - Case No. 2:13-cv-07764-FMO-AGRx

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This matter came before the Court on PLAINTIFF YARDI SYSTEMS,

INC.’S RULE 16 MOTION TO MODIFY THE COURT’S SCHEDULING

ORDER TO REOPEN LIMITED DISCOVERY FOR INQUIRY INTO

ENTRATA, INC.’S RELATIONSHIP WITH DB XENTO SYSTEMS PRIVATE

LIMITED. After due consideration of the pleadings and the entire record herein,

the Court finds Good Cause modify the Scheduling Order and to reopen limited

discovery. Accordingly, the Court hereby GRANTS Plaintiff’s Motion.

IT IS SO ORDERED.

Dated: September___, 2018 _____________________________

Honorable Fernando M. Olguin
