This case has been designated as an eFiling case.

To review a copy of the

Notice of Mandatory eFiling visit www.oakgov.com/clerkrod/Pages/efiling.

STATE OF MICHIGAN

IN THE CIRCUIT COURT FOR THE COUNTY OF OAKLAND

2017-159844-CB
MUNETRIX, LLC,
JUDGE ALEXANDER
Plaintiff, Case No. 2017- -CB

v. Hon.

SOCRATA, INC.,

Defendant.

Roger P. Meyers (P73255)

Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

Michael K. Steinberger (P76702)

BUSH SEYFERTH & PAIGE, PLLC
3001 West Big Beaver Road, Suite 600
Troy, MI 48084
(248) 822-7800
meyers@bsplaw.com
steinberger@bsplaw.com
Attorneys for Plaintiff

COMPLAINT AND DEMAND FOR JURY TRIAL

There is no other pending or resolved civil

action arising out of the transaction or
occurrence alleged in the complaint.

/s/ Roger P. Meyers

Roger P. Meyers (P73255)

This case meets the statutory

requirements to be assigned to
the Business Court.

/s/ Roger P. Meyers

Roger P. Meyers (P73255)
 Plaintiff Munetrix, LLC (Munetrix), complains as follows against Defendant Socrata,

Inc. (Socrata):

PARTIES, JURISDICTION AND VENUE

1. Munetrix is a Michigan limited liability company. Its principal place of business is

located in Auburn Hills, Michigan.

2. Socrata is a Delaware corporation. Its principal place of business is located in

Seattle, Washington.

3. The amount in controversy exceeds $25,000, exclusive of interest and costs.

4. This Court has personal jurisdiction over this matter under MCL 600.715 because
Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

this action arises out of a contract Socrata entered into with Munetrix for Munetrix and Socrata

jointly to perform services in Michigan, Socrata engaged in tortious conduct against Munetrix in

Michigan, and Socrata otherwise conducted business in Michigan both with Munetrix and with

the State of Michigan.

5. Venue is proper in this Court under MCL 600.1621 because Socrata conducts

business in Oakland County and Munetrix has a place of business in Oakland County.

6. Assignment to the business court is proper because this case involves a business

dispute as defined in MCL 600.8031.

FACTUAL BACKGROUND

7. Munetrix is a Michigan-based software company that provides a range of services

to municipalities and school districts, including business analytics, performance measures, and

transparency platforms.

8. Socrata is a software company that provides similar services to government clients.

2
 9. In the summer and fall 2014, Bob Kittle, CEO of Munetrix, exchanged messages

with Kevin Merritt, CEO of Socrata, regarding their complementary services and the possibility

of partnering when the right opportunities arose.

10. In June 2015, Munetrix identified the State of Michigan - Financial Accountability

Reporting System Request for Proposal (the Michigan RFP), which had a response deadline of

July 15, 2015, as such an opportunity. Kittle reached out to Merritt about the possibility of

partnering on a response to the Michigan RFP.

11. Merritt agreed to join forces and assigned Socratas Director for the East Region,

Tyler Masterson, to work with Munetrix on preparing a joint response to the Michigan RFP.
Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

12. Almost immediately after Munetrix and Socrata began working together on the

Michigan RFP, Socratas Director for the West Region, Andrew Crow, contacted Kittle about

having Socrata partner with Munetrix on another joint proposalthis one a response to the

Colorado Department of Educations Request for Proposal related to the Online School Level

Financial Reporting Website (the Colorado RFP). Munetrix had already started working on an

individual response to the Colorado RFP before receiving Socratas inquiry, and Munetrix halted

those efforts once the parties agreed to submit a joint proposal.

13. The parties relationships on both the Michigan RFP and Colorado RFP were set

forth early on in various emails between the parties. Munetrix and Socrata agreed that Socrata

would be the lead partner in the response to the Colorado RFP because of Socratas existing

relationships in Colorado, and Munetrix would be the lead partner in the response to the

Michigan RFP because of Munetrixs existing relationships in Michigan.

14. Eventually, Socratas Territory Manager, Athlan Lathan, emailed Kittle a

Teaming Agreement for the Colorado RFP, and said Im excited to work with you in

3
 Colorado. On July 9, 2015, Kittle and Socratas CFO, Dan Wassel, executed the Teaming

Agreement for the Colorado RFP (the Colorado Teaming Agreement).

15. The Colorado Teaming Agreement contained an exclusivity provision stating that

the parties to the Teaming Agreement were prohibited from submitting competing bids for the

projects that the parties were jointly bidding for:

Limited Exclusivity: During the term of this agreement, each

party will not Participate in any manner in other teaming efforts
that are competitive to the project contemplated under this
agreement and that they will not compete independently (including
independent submissions of a proposal to the Client or any other
party for work specified in the agreement). Participate includes,
but is not limited to, the interchange of technical and cost or
pricing data with competitors.
Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

16. Munetrix and Socrata likewise contemplated the execution of a Teaming

Agreement for the Michigan RFP (the Michigan Teaming Agreement), a draft of which Kittle

prepared, that mirrored the Colorado Teaming Agreement.

17. Socrata did not sign a copy of the Michigan Teaming Agreement, but during the

run-up to the July 15, 2015 submission date, Masterson repeatedly orally affirmed to Kittle

Socratas intention to work exclusively with, and not compete against, Munetrix on the Michigan

RFP. Munetrix relied on those affirmations in preparing to submit a joint response to the

Michigan RFP. During that process, Socrata was exposed to Munetrixs sensitive commercial

information and platform capabilities.

18. Indeed, throughout the preparation of the responses to both the Michigan RFP and

the Colorado RFP, Munetrix and Socrata were in daily email, telephone, and text messaging

contact. Both companies consistently conducted themselves as though both Teaming

Agreements were in full force and effect. Notably, at no point in that process did Socrata

4
 disclose that it was secretly undercutting Munetrix with a separate, competing response to the

Michigan RFP.

19. On July 13, 2015, the parties submitted their joint bid in response to the Colorado

RFP.

20. On July 15, 2015, the parties submitted their joint bid in response to the Michigan

RFP.

21. After submitting those bids, Munetrix and Socrata continued to partner at Socratas

request, exploring an opportunity to submit a joint bid to a Request for Proposal issued by the

Michigan Department of Education. At no point during that process did Socrata disclose that it
Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

had secretly undercut Munetrix by submitting a separate, competing response to the Michigan

RFP.

22. On August 9, 2015, Munetrix and Socrata learned that their joint bid in response to

the Colorado RFP had not been selected.

23. As Munetrix and Socrata waited for the State of Michigan to make a decision on

the Michigan RFP, Socrata continued to conceal its deception from Munetrix. For example, on

October 8, 2015, Masterson sent Kittle a text message about the response to the Michigan RFP

saying I want to win the deal we partnered with you[.] (Exhibit 1.)

24. In addition, throughout the summer and fall of 2015, Socrata continued to pump

Munetrix for intelligence, relying on Munetrixs local relationships. Munetrix provided this

informationfor example, the effect of local politics on the speed of the State of Michigans

selection processin the context of and in reliance on the partnership.

5
 25. On January 15, 2016, Kittle first realized that Munetrix did not have in its files a

copy of the Michigan Teaming Agreement signed by Socrata. Kittle emailed Masterson to

follow-up:

I was going back to see what the Teaming Agreement called for between
Socrata and ourselves, but could only find the non-executed version I had
sent to you as a draft, and no record of an executed version coming back to
me. I am hoping you can see if you can find one on your end, as I cannot
find anything in our records (which is very disturbing and unlike us). . . .

26. Masterson did not dispute that he had received the draft Michigan Teaming

Agreement. Instead, he responded, Let me know what I need to do with the teaming

agreements. Kittle re-sent the Michigan Teaming Agreement to Masterson. (Exhibit 2.)
Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

27. Around the same time, Munetrix was notified that the Munetrix/Socrata joint

response had been selected as one of three finalists for the Michigan RFP. The State of

Michigan asked Munetrix and Socrata to make an in-person presentation of their proposal. The

State did not identify the other two finalists.

28. Kittle promptly arranged a conference call with Socrata personnel to share the

good news, and to discuss preparations for the in-person presentation. On that call, Masterson

revealed for the first time, in the interest of full disclosure, that Socrata had secretly and

wrongfully submitted a competing independent response to the Michigan RFP, and that the

Socrata independent response to the Michigan RFP had also been selected as one of the three

finalists for the Michigan RFP.

29. Bizarrely, even after Socrata revealed that it had double-crossed Munetrix and

violated the parties agreement, Socrata continued to acknowledge its partnership with Munetrix.

For example, Masterson sent a text message to Kittle saying, Do you no longer want to

partner? (Exhibit 3.)

6
 30. In the wake of Socratas betrayal, Munetrix provided the requested in-person

presentation on its own. But Socratas shift from partner to competitor was obvious to the

reviewers and crippled the presentation. Moreover, Socratausing the proprietary technical and

commercial knowledge it had gained working with Munetrixhad drastically underbid the

project.

31. In May 2016, the State of Michigan awarded the contract for the Financial

Accountability Reporting System to Socratas wrongfully submitted independent bid.

32. Munetrix later learned from the State of Michigan that the joint response from

Munetrix and Socrata had been the runner up to Socratas wrongfully submitted independent
Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

response, and would have been selected if Socrata had not made its secret separate submission.

33. Of course, Socrata was incapable of actually performing the Michigan contract at

the prices it bid, so Socrata has since submitted change request upon change request to bring the

value of the contract up to the price level of the joint bid.

34. That Socrata had deceived Munetrix and stolen the Michigan RFP opportunity was

bad enough. But, adding insult to injury, Munetrix has since learned that Socratas fraud was

premeditated.

35. During an employment interview with another company in the industry, OpenGov,

Masterson openly boasted to OpenGovs CEO Zachary Bookman about how he and Socrata had

screwed Munetrix out of the Michigan contract. Masterson also told Bookman that Socrata

never had any intention of honoring the Michigan Teaming Agreement, and always intended to

submit a competing bid, despite its representations to the contrary.

COUNT I BREACH OF CONTRACT

36. Munetrix incorporates by reference the allegations set forth in Paragraphs 1

through 35, above.

7
 37. The Michigan Teaming Agreement is a valid, enforceable contract.

38. Under the Michigan Teaming Agreement, Munetrix and Socrata agreed they would

submit a joint response to the Michigan RFP and that neither would submit an independent

response to the Michigan RFP.

39. Munetrix performed in compliance with the Michigan Teaming Agreement and, in

reliance on Socratas agreement, submitted a joint bid with Socrata in response to the Michigan

RFP.

40. Socrata breached the Michigan Teaming Agreement by submitting an independent

response to the Michigan RFP.

Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

41. As a direct and proximate result of Socratas breach, Munetrix has been damaged

in an amount to be proven at trial.

COUNT II BREACH OF PARTNERSHIP AGREEMENT

42. Munetrix incorporates by reference the allegations set forth in Paragraphs 1

through 41, above.

43. Munetrix and Socrata formed an express partnership with respect to a venture to

bid for, and fulfill if selected, the Michigan RFP, and to share the profits of doing so.

44. In connection with their partnership, Munetrix and Socrata agreed that they would

submit only a joint response to the Michigan RFP, and that neither of them would submit an

independent bid.

45. In furtherance of their partnership, Munetrix and Socrata engaged in extensive

preparation to assemble and submit a joint response to the Michigan RFP.

46. Socrata breached the parties partnership agreement by submitting an independent

response to the Michigan RFP.

8
 47. As a direct and proximate result of Socratas breach, Munetrix has been damaged

in an amount to be proven at trial.

COUNT III BREACH OF FIDUCIARY DUTY

48. Munetrix incorporates by reference the allegations set forth in Paragraphs 1

through 47, above.

49. As Munetrixs partner with respect to the Michigan RFP, Socrata owed Munetrix a

fiduciary duty. In addition and in the alternative, Socrata assumed a fiduciary obligation to

Munetrix by inducing Munetrix to participate in a joint response to the Michigan RFP, by

promising that neither would submit an independent bid, and by soliciting extensive proprietary
Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

information from Munetrix in furtherance of that joint bid.

50. Socrata violated its fiduciary duty of loyalty to Munetrix by submitting a secret,

undercutting response to the Michigan RFP and thereby usurping for itself and competing

against Munetrix for a business opportunity that belonged to both of them jointly.

51. Socrata further violated its fiduciary duty of loyalty to Munetrix by soliciting,

under the guise of the joint opportunity, confidential and proprietary information belonging to

Munetrix for the purpose of competing against Munetrix for the Michigan RFP and elsewhere.

52. Socrata also violated its fiduciary duty of candor to Munetrix by deceiving

Munetrix as to whether Socrata was going to, and had, submitted a competing bid, thereby

concealing Socratas wrongdoing and robbing Munetrix of the opportunity to protect itself by

timely submitting its own independent bid, terminating the ongoing sharing of information, and

ceasing efforts to further the partnership that Socrata had violated.

53. As a direct and proximate result of Socratas breaches of fiduciary duty, Munetrix

has been damaged in an amount to be proven at trial.

9
 COUNT IV FRAUD

54. Munetrix incorporates by reference the allegations set forth in Paragraphs 1

through 53, above.

55. Socrata falsely represented to Munetrix on numerous occasions that Munetrix and

Socrata had a partnership, that Socrata was operating according to the Michigan Teaming

Agreement, and that Socrata intended to submit only a joint response to the Michigan RFP.

56. Socratas misrepresentations were knowing and intentional. Socrata always

intended to submit an independent bid in response to the Michigan RFP. Socrata also purposely

used its misrepresentations and omissions to induce Munetrix to share confidential and
Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

proprietary information with Socrata that Munetrix would not otherwise have shared, and that

Socrata used to ensure that its competing bid undercut the joint bid.

57. In reasonable reliance on Socratas misrepresentations, Munetrix submitted only

the joint response to the Michigan RFP and did not prepare or submit an independent response.

58. As a direct and proximate result of Socratas fraud, Munetrix has been damaged in

an amount to be proven at trial. In addition, due to Socratas actual and intentional fraud,

Munetrix is entitled to exemplary damages.

COUNT V SILENT FRAUD

59. Munetrix incorporates by reference the allegations set forth in Paragraphs 1

through 58, above.

60. Socrata concealed from and deliberately failed to disclose to Munetrix that Socrata

was secretly working on a competing independent response to the Michigan RFP, and later that it

had actually submitted a competing independent response to the Michigan RFP, under

circumstances giving rise to an obligation to disclose that information.

10
 61. Socratas concealment was knowing and intentional. Socrata expressly sought to

prevent Munetrix from learning of the deception until it was too late for Munetrix to respond.

62. In reasonable reliance on Socratas omissions, Munetrix submitted only the joint

response to the Michigan RFP and did not prepare or submit an independent response, and

continued to share information that it would only have shared in the context of a partnership.

63. As a direct and proximate result of Socratas silent fraud, Munetrix has been

damaged in an amount to be proven at trial. In addition, due to Socratas actual and intentional

fraud, Munetrix is entitled to exemplary damages.

COUNT VI FRAUDULENT INDUCEMENT

Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

64. Munetrix incorporates by reference the allegations set forth in Paragraphs 1

through 63, above.

65. Socrata induced Munetrix to enter the Michigan Teaming Agreement and into a

partnership by falsely representing that Socrata and Munetrix would jointly respond to the

Michigan RFP, and that Socrata would not submit its own independent response to the Michigan

RFP.

66. When it induced Munetrix to enter the Michigan Teaming Agreement and into a

partnership, Socrata knew that its representations were false and that it had no intention of

honoring the Michigan Teaming Agreement. Alternatively, the above representations were made

with reckless disregard for the truth.

67. Socratas purposes in inducing Munetrix to enter the Michigan Teaming

Agreement and into a partnership were to keep Munetrix from preparing its own independent

response to the Michigan RFP, thereby eliminating competition, and also to induce Munetrix to

share confidential and proprietary information with Socrata that Munetrix would not otherwise

have shared, and that Socrata used to ensure that its competing bid undercut the joint bid.

11
 68. Munetrix reasonably relied on Socratas misrepresentations when it agreed to enter

into the Michigan Teaming Agreement and a partnership with Socrata. Had Munetrix known the

truth, it would not have entered that agreement or partnership.

69. As a direct and proximate result of Socratas fraudulent inducement, Munetrix has

been damaged in an amount to be proven at trial. In addition, due to Socratas actual and

intentional fraud, Munetrix is entitled to exemplary damages.

COUNT VII FRAUDULENT CONCEALMENT

70. Munetrix incorporates by reference the allegations set forth in Paragraphs 1

through 69, above.

Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

71. Socrata concealed from and deliberately failed to disclose to Munetrix that Socrata

had wrongfully submitted an independent bid in response to the Michigan RFP, giving rise to

various causes of action, under circumstances creating an obligation to disclose that information.

72. Socratas concealment was a knowing and intentional attempt to prevent or delay

Munetrix from learning that Socratas conduct had given rise to various causes of action.

73. As a direct and proximate result of Socratas fraudulent concealment, Munetrix has

been damaged in an amount to be proven at trial. In addition, due to Socratas actual and

intentional fraud, Munetrix is entitled to exemplary damages.

COUNT VIII PROMISSORY ESTOPPEL

74. Munetrix incorporates by reference the allegations set forth in Paragraphs 1

through 73, above.

75. Socrata made clear and definite promises to Munetrix that Socrata would submit

only a joint response with Munetrix to the Michigan RFP, that Socrata would not submit its own

independent response to the Michigan RFP, and that the two companies would share in the

profits if the contract was awarded, with Munetrix being the lead partner.

12
 76. Socrata intended that Munetrix would act in reliance on Socratas promises, and

Munetrix did in fact act in reasonable reliance upon Socratas promises, by submitting only a

joint response to the Michigan RFP and not preparing and submitting an independent response,

and by sharing for the purpose of the joint response confidential and proprietary information with

Socrata that Munetrix would not otherwise have shared, which Socrata then used to ensure that

its competing bid undercut the joint bid.

77. Injustice will result if Socratas promises are not enforced.

COUNT IX UNJUST ENRICHMENT

78. Munetrix incorporates by reference the allegations set forth in Paragraphs 1

Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

through 77, above.

79. Through the conduct detailed above, Socrata received the benefits of not having to

compete with Michigan-based Munetrix for the State of Michigan contract, by getting substantial

insight into the Michigan contracting process, and by obtaining confidential and proprietary

information from Munetrix that Socrata then used to ensure that its competing bid undercut the

joint bid.

80. Socrata has been unjustly enriched by being awarded the State of Michigan

contract to Munetrixs exclusion. Socrata has failed to compensate Munetrix for the benefits it

received through its misconduct.

81. An inequity will result if Socrata is able to wrongfully retain the benefit that it

obtained by misleading and defrauding Munetrix.

COUNT X TORTIOUS INTERFERENCE WITH A BUSINESS EXPECTANCY

82. Munetrix incorporates by reference the allegations set forth in Paragraphs 1

through 81, above.

13
 83. Munetrix had a reasonable business expectancy that the joint response to the

Michigan RFP would be selected by the State of Michigan. Indeed, but for Socratas secret,

competing submission, the joint response would have been selected.

84. Socrata purposefully and tortiously engaged in a concerted effort to keep Munetrix

from preparing its own independent response to the Michigan RFP and also to induce Munetrix

to share confidential and proprietary information with Socrata that Munetrix would not otherwise

have shared, and that Socrata used to ensure that its competing bid undercut the joint bid.

85. Socratas conduct is inherently wrongful and cannot be justified under any

commercially reasonable basis.

Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

86. Through its tortious interference, Socrata successfully interfered with Munetrix's

ability to compete for the State of Michigan contract, which was instead awarded to Socrata

alone.

87. As a direct and proximate result of Socratas tortious interference with Munetrixs

business expectancies, Munetrix has been damaged in an amount to be proven at trial.

COUNT XI - ACCOUNTING

88. Munetrix incorporates by reference the allegations set forth in Paragraphs 1

through 87, above.

89. At common law, Socrata has a duty to account to the partnership for any benefit

obtained and to disclose all material affairs of the partnership, and Munetrix has a right to

demand an accounting.

90. Under MCL 449.21, Socrata has a duty to account to the partnership for any

benefit obtained.

14
 91. Under MCL 449.22, Munetrix has a right to demand a formal account of the

partnerships affairs.

92. Munetrix has been damaged by Socratas deliberate and fraudulent violation of the

partnership and the Michigan Teaming Agreement, and the exact amount of its damages has

been concealed from Munetrix.

93. Munetrix cannot reasonably be expected to ascertain and determine the extent of

his damages without an accounting of Socratas financial records.

WHEREFORE, Munetrix respectfully requests that this Court:

A. Enter judgment in Munetrixs favor and against Socrata in an amount to be

Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

determined at trial, together with interest, statutory interest, costs and attorney

fees;

B. Award Munetrix exemplary damages for Socratas actual fraud; and

C. Grant such other relief as this Court deems just and proper.

Respectfully submitted,

BUSH SEYFERTH & PAIGE, PLLC

Attorneys for Plaintiff

By: /s/ Roger P. Meyers (P73255)

Roger P. Meyers (P73255)
Michael K. Steinberger (P76702)
3001 West Big Beaver Road, Suite 600
Troy, MI 48084
(248) 822-7800
meyers@bsplaw.com
Dated: July 19, 2017 steinberger@bsplaw.com

15
 JURY DEMAND

Plaintiff Munetrix, LLC, hereby demands a trial by jury of all issues so triable in this

case.

BUSH SEYFERTH & PAIGE, PLLC

Attorneys for Plaintiff

By: /s/ Roger P. Meyers (P73255)

Roger P. Meyers (P73255)
Michael K. Steinberger (P76702)
3001 West Big Beaver Road, Suite 600
Troy, MI 48084
(248) 822-7800
meyers@bsplaw.com
Dated: July 19, 2017 steinberger@bsplaw.com
Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

16
Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

Exhibit 1
Received for Filing Oakland County Clerk 7/19/2017 9:30 AM
Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

Exhibit 2
 BobKittle<bob@munetrix.com>

Re:MichiganRFP
1message

BobKittle<bob@munetrix.com> Tue,Jan19,2016at11:02AM
To:TylerMasterson<tyler.masterson@socrata.com>
Cc:BuzzBrown<buzz@munetrix.com>

Hereitis.....itisyoursbasicallyinreverse.

OnTue,Jan19,2016at10:53AM,TylerMasterson<tyler.masterson@socrata.com>wrote:
LetmeknowwhatIneedtodowithteamingagreements.

Tyler


TylerMasterson|410.960.1153|DirectoratSocrata


OnFri,Jan15,2016at5:33PM,BobKittle<bob@munetrix.com>wrote:
Tyler
Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

TheSOMhasofficiallysurfacedonthebidwecollaboratedonbackinJuly2015.

Howevergoodasthatmaysound,theyhavebasicallytornitinhalf,separatingtheSchoolsfromtheMuniseven
thoughtheywerequotedindividuallyandtogether.

Therehavebeensomeeyebrowsraisedinthelegislativebranch,sincebylawtheyweresupposedtobidone
commonsolutionforalllocalgovernmentsinthestate.Someofthiswillplayoutearlynextweek,andwehaveto
digesttheinformationtheysentustoday.

Inthemeantime,acoupleofthings.

One,IwasgoingbacktoseewhattheTeamingAgreementcalledforbetweenSocrataandourselves,butcouldonly
findthenonexecutedversionIhadsenttoyouasadraft,andnorecordofanexecutedversioncomingbacktome.I
amhopingyoucanseeifyoucanfindoneonyourend,asIcannotfindanythinginourrecords(whichisvery
disturbingandunlikeus).

Secondly,theyarecallingforanOralPresentationonJanuary28,2016intheDepartmentofTreasuryofficesin
Lansing,MIat8:30am.Iwouldliketoseeifyoucouldcircleorcheckthatdayforavailability,eventhough,
dependingonwhatweareabletodiscerninthenextfewdays,yourattendancemayornotberequired.

ComeMondayorTuesdaylatest,weshouldgetonthephonetoseewhatcollaborativeeffortisrequired,andplan
fromthere.AsimilardemotowhatweusedinCOmaybethebestbet,butquitefrankly,I'mnotsuretheyevenknow
whattheywantanymore.Wearepryingtotrythatfromthem,andgleanmoreintelontheirultimatethinking.

Thisemailisintendedtobeaheadsup,butIwouldliketocloseouttheissuewiththeTeamingAgreementfirst.Iam
embarrassedaboutthatbecausewehavethecorporateNDAsandtheCOTeamingAgreementtuckedawayintheir
neatlittleplacebutnothingonMI.Obviouslyanoversight,orshittyfiling.Ihopethelatter.

Anyhow,thanksinadvanceandIsuspectwe'lltalksoon.

BobKi le|President
Cell:248.797.1337|Oce:248.499.8355
Fax:248.683.5826|munetrix.com



Thisemailmaycontainconfidentialorprivilegedinformation.Ifyouarenottheintendedrecipient,pleasedeleteit
andnotifythesenderoftheerror.

BobKi le|President
Cell:248.797.1337|Oce:248.499.8355
Fax:248.683.5826|munetrix.com
Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

Thisemailmaycontainconfidentialorprivilegedinformation.Ifyouarenottheintendedrecipient,pleasedeleteitand
notifythesenderoftheerror.

MunetrixSocrataTeamingAgreementMICH_EXECUTIONVERSION.docx
66K
 TEAMING AGREEMENT
This agreement is made as of July 1, 2015 between Munetrix, LLC, a Michigan Limited Liability company (Munetrix) and
Socrata, Inc., a Delaware corporation, (Teammate).

1. Definition of the Client and the Project.

This agreement documents the parties mutual understandings as to how they will jointly pursue the Project.

Client Name: Colorado Department of Education

Project Description:. . Deliver a joint Munetrix-Socrata statewide solution proposal to meet the intent and
requirements of the State of Michigan, Department of Treasurys Financial Accountability Reporting System RFP due
July 15, 2015; ____________________________

2. Limited Exclusivity.

Prime: Munetrix Subcontractor: Teammate

Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

Limited Exclusivity: During the term of this agreement, each party will not Participate in any manner in other teaming
efforts that are competitive to the project contemplated under this agreement and that they will not compete
independently (including independent submissions of a proposal to the Client or any other party for work specied in
the agreement). Participate includes, but is not limited to, the interchange of technical and cost or pricing data with
competitors.

Exceptions: This agreement applies only to the Project and to no other effort undertaken by Munetrix or Teammate,
whether jointly or separately. Notwithstanding anything contained in this agreement to the contrary, this agreement (i)
does not prohibit the parties from pursuing any other business development or contractual efforts not related to this
Project; (ii) does not restrict either party from quoting, offering to sell, or selling to others any items or services that it
may regularly offer; and (ii) is not intended to affect the rights of the Client to negotiate directly with either party on
any basis the Client may desire for work not related to this Project.

3. General Obligations.

Teammate:

o Contacts with Client. All contacts with the Client relating to the Project, whether such contacts are in person,
by writing or by telephone, must be made only by Munetrix or, if by Teammate, with Munetrix prior
coordination, unless initiated by the Client. Teammate must promptly notify Munetrix of any Client-initiated
contacts.

Munetrix: Munetrix has overall responsibility for preparing the proposal, integrating the data and material
provided by Teammate, submitting to the Client in a timely manner, and negotiating the Prime Contract (defined
below). Munetrix shall disclose to Client its relationship with Teammate in connection with its bid proposal to the
extent required by law.

Both Parties:

o Joint Proposals. During the term of this agreement, Munetrix and Teammate agree to work together in good
faith to prepare and deliver a proposal to Client for the Project and obtain a prime contract for the Project
between Munetrix and Client (Prime Contract) and a subcontract between Munetrix and Teammate for the
Project (Subcontract). The work to be performed by Teammate under this agreement is described in
Exhibit A. All other work to be performed under the Prime Contract will be performed by Munetrix, unless
otherwise agreed to by the parties. Munetrix will promptly advise Teammate of changes in the Project that
will likely affect Teammate and obtain Teammates consent for any such changes.

Socrata Confidential Ver 070914

 o Final Subcontract. If Munetrix is awarded a Prime Contract for the Project, Munetrix and Teammate agree to
negotiate in good faith and proceed in a timely manner to execute a mutually acceptable Subcontract for the
work to be performed by Teammate under the Project on terms mutually agreeable to the parties. Neither
Munetrix nor Teammate is under any obligation to come to an agreement with respect to such Subcontract.

o No Publicity. Neither party may issue a news release, public announcement, advertisement, and statement in
an annual report, or any other form of publicity concerning efforts in connection with this agreement
without obtaining prior approval from the other party. In the event such approval is granted, any resulting
publicity must give due consideration to the role and contributions of the other party.

o Confidentiality. This agreement is subject to the terms of the [Non-Disclosure Agreement] between the
parties dated June 30, 2015, which is hereby incorporated into this agreement for all purposes.

o Costs. Each party will bear the respective expenses, costs, risks, and liabilities incurred by it as a result of its
activities and obligations under this agreement. Neither party shall have any right to any reimbursement,
payment, or compensation of any kind from the other party related to this agreement.

4. Termination. This agreement remains in effect until it terminates upon the earlier of:

1 year from the Effective Date;

Execution of a Subcontract with respect to the Project;
Written notice from the Client that the Project has been canceled or that the Project has been changed to
eliminate substantially all of the work contemplated for Teammate;
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Non-award of a contract for the Project to Munetrix;

The written refusal of the Client to approve Teammate as a subcontractor to Munetrix under the Project;
The failure to reach a definitive written Subcontract after being awarded the Project from the Client
A decision by Munetrix not to bid on the Project, for any reason; provided, that if Munetrix makes such decision it
will immediately notify Teammate in writing so that Teammate may independent pursue the Project;
Insolvency of a party or the commencement, voluntary or involuntary, of proceedings in reorganization or
bankruptcy for one of the parties.

5. Limitation of Liability. Neither party is liable to the other for any consequential, indirect or special damages arising
out of or related to this agreement, except with respect to violation of the other partys confidential information or
intellectual property rights.

6. Miscellaneous.

Procurement Integrity. Neither party nor their respective ofcers, employees, representatives, consultants, and
team members may:

o Make, directly or indirectly, any offer or promise of future employment or business opportunity to or engage
directly or indirectly in any discussion of future employment or business opportunity with any procurement
ofcial of the Client; or
o Offer, give, or promise to offer or give, directly or indirectly, any money, gratuity, or other thing of value to
any procurement ofcial of the Client; or
o Solicit or obtain, directly or indirectly, from any ofcer or employee of the Client, prior to the award of a
contract, modication, or extension to a contract, any proprietary or source selection information regarding
the procurement.

In the event a party of any of its ofcers, employees, agents or consultants is authorized to receive
proprietary or source selection information, the party agrees that it shall not disclose such information to
anyone other than a person authorized by an appropriate representative of such agency to receive the
information. Each party further agrees to immediately notify the other party if it becomes aware of any
information concerning an actual or apparent violation of these terms.

Conflict of Interest. It is understood by both parties that neither party is knowingly adversely affected by any
conflict of interest related to this procurement as of the date of this agreement and the parties agree that neither
party may knowingly undertake a future action which will place that party in an conflict of interest related to this
procurement. The parties agree that should either party determine that a conflict of interest exists or may exist as
a result of its further pursuit of the procurement effort contemplated by this agreement, this agreement may be
terminated at the request of either party. Should a conflict of interest be determined by either party, the party
making the determination will provide to the other party the determination in writing prior to the termination of
this agreement.
Socrata Confidential Ver 070914
 Ownership and License. Each party retains all rights in intellectual property owned or developed by or for it
before, independent of, or related to this agreement, and no transfer of intellectual property rights is granted by
this agreement, even upon award of the contract or subcontract, unless specific licensing agreement language and
remuneration language is agreed upon..

No Assignment. Neither party may assign or delegate a duty under this agreement without first obtaining the
written consent of the other party.

Independent Contractors. This agreement does not constitute, create, or give effect to a partnership, joint
venture, or any other type of formal business entity. Socrata and Teammate are independent contractors.
Neither is the agent of the other and neither may bind the other.

Entire Agreement. This agreement, together with the non-disclosure agreement, represents the complete
agreement between the parties regarding its subject matter, superseding any prior oral or written agreements or
understandings relating thereto. No amendment to this agreement is binding unless both parties sign it.

Governing Law and Forum. This agreement is governed by the laws of the State of Michigan (without regard to
conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this
agreement.
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Munetrix, LLC Socrata, Inc._____________________________

By:____________________________ By:___________________________

Name: __Robert Kittle________ Name: __________________________

Title:____President____________ Title:_________________________

Date:__________________________ Date:__________________

Socrata Confidential Ver 070914

 EXHIBIT A

DESCRIPTION OF TEAMMATE WORK UNDER AGREEMENT

Upon successful award of a contract for the State of Michigans RFP for a Financial Accountability Reporting
System, and upon a successful execution of a Master Services Agreement, Socrata agrees to, or work in
conjunction with Munetrix personnel to:

Transfer all applicable Munetrix-Michigan data onto the Socrata Platform

Design and code necessary components in order to meet the requirements in the RFP that are not
met by Munetrixs current solution, including but not limited to:
o Michigans Look and Feel Standards
o Michigans Dashboard Display Methodology
o Back-end Client customizations, User Management etc
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Socrata Confidential Ver 070914

Received for Filing Oakland County Clerk 7/19/2017 9:30 AM

Exhibit 3
Received for Filing Oakland County Clerk 7/19/2017 9:30 AM
 This case has been designated as an eFiling case. To review a copy of the
Notice of Mandatory eFiling visit www.oakgov.com/clerkrod/Pages/efiling.
Original Court
STATE OF MICHIGAN CASE NO.
NOTICE OF ASSIGNMENT TO THE 2017-159844-CB
6TH JUDICIAL CIRCUIT
BUSINESS COURT
COUNTY OF OAKLAND JUDGE ALEXANDER
Court address Court telephone no.
1200 N Telegraph Rd Pontiac, MI 48341 248-858-0345

Plaintiffs name(s), address(es), and telephone number(s) Defendants name(s), address(es), and telephone number(s)
Munetrix LLC Socrata, Inc.
3297 Five Points Dr v c/o the Corporation Trust Co.
Auburn Hills, MI 48326 Corporation Trust Center 1209 Orange St
Wilmington, DE 19801
Plaintiffs attorney, bar no., address, telephone no., and email address Defendants attorney, bar no., address, telephone no., and email address
Roger P. Meyers (P73255)
Bush Seyferth & Paige PLLC
3001 W Big Beaver, Suite 600, Troy, MI 48084
248-822-7800, meyers@bsplaw.com

The Plaintiff Defendant requests assignment of the above captioned matter to the Business Court. The case qualifies
for the Business Court and the matter should be identified as Business Court eligible pursuant to MCL 600.8031, MCL
600.8035, and LAO 2013-xx as indicated below. (Check all that apply.)

The case is a qualifying business or commercial dispute as defined at MCL 600.8031(c): as

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All of the parties are business enterprises;

One or more of the parties is a business enterprise and the other parties are its or their present or former owners,
managers shareholders, members, directors, officers, agents, employees, suppliers, or competitors, and the claims
arise out of those relationships;
One of the parties is a nonprofit organization and the claims arise out of that partys organizational structure,
governance, or finances;
It involves the sale, merger, purchase, combination, dissolution, liquidation, structure, governance, or finances of a
business enterprise.

The business or commercial dispute involves:

Information technology, software, or website development, maintenance or hosting;

The internal organization of business entities and the rights or obligations of shareholders, partners, members, owners,
officers, directors, or managers;
Contractual agreements or other business dealing, including licensing, trade secrets, intellectual property, antitrust
issues, securities, non-compete agreements, non-solicitation agreements, and confidentiality agreements, if all available
administrative remedies are completely exhausted, including, but not limited to alternative dispute resolution processes
prescribed in the agreements;
Commercial transactions, including commercial bank transactions;
Business or commercial insurance policies; and/or
Commercial real property.
Other:(Please explain)

7/19/17 /s/ Roger P. Meyers

Date Name

Attorney for: Munetrix LLC

OCBC 01 (05/13) NOTICE OF ASSIGNMENT TO THE BUSINESS COURT