Apprio, Inc. v. Zaccari ( 2021 )


Menu:
  •                             UNITED STATES DISTRICT COURT
    FOR THE DISTRICT OF COLUMBIA
    APPRIO, INC.,
    Plaintiff,
    v.                                         Civil Action No. 18-2180 (JDB)
    NEIL ZACCARI,
    Defendant.
    MEMORANDUM OPINION
    Apprio, Inc., a government contractor, brings this suit against a former employee, Neil
    Zaccari, for breach of contract, seeking a declaratory judgment. The dispute involves intellectual
    property rights in a software program that Zaccari developed while working at Apprio. Apprio
    has moved for partial summary judgment concerning the contractual assignment of rights in this
    software program. Apprio claims that Zaccari contractually assigned his intellectual property
    rights in the software to Apprio. Zaccari responds that he is not bound by the contract Apprio has
    identified and that, even if he is, its terms do not apply to the specific software program at issue.
    Because Zaccari did in fact objectively manifest his assent to the contract and because its
    unambiguous terms do cover the software at issue, the Court will grant Apprio’s motion.
    Background
    From 2014 to 2017 Apprio performed work for the Defense Contract Management Agency
    (“DCMA”), a federal agency organized under the Department of Defense to facilitate and monitor
    the work of its government contractors. Def.’s Resp. to Pl.’s Stmt. of Undisputed Material Facts
    (“Resp. SUMF”) [ECF No. 34-2] ¶¶ 1–3. DCMA hired Apprio to work on the implementation of
    1
    software and automated processes and to help DCMA develop an Integrated Workload
    Management System (“IWMS”), all of which would facilitate more efficient receipt and review of
    government contracts by DCMA. See generally id. ¶¶ 4–16.
    Defendant Neil Zaccari worked for Apprio from November 2, 2015 until approximately
    May 11, 2017. Id. ¶¶ 19, 30. During this time he worked on Apprio’s DCMA projects. Id. ¶ 20.
    While employed with Apprio, on or before June 15, 2016, 1 Zaccari was presented with a document
    titled “Proprietary Information and Assignment of Inventions Agreement” (the “Agreement”).
    Resp. SUMF ¶¶ 21–22; Pl.’s SUMF Ex. J, Agreement [ECF No. 31-14]. Zaccari agrees that he
    “acknowledge[d]” receiving it but disputes having “assented to be bound by” its terms. Resp.
    SUMF ¶ 22. Specifically, Zaccari says he was notified that “there was a policy for [him] to review”
    in Apprio’s Human Resources software and that, after logging into that software, the text of the
    Agreement was displayed on his computer screen. Zaccari Decl. [ECF No. 34-4] ¶¶ 14–16. He
    “press[ed] a button” on the screen that read “Acknowledge,” but says he “was . . . never told that
    ‘agreeing’ to the document was a condition of [his] employment” and “didn’t understand [him]self
    to be signing a contract that would bind [him].” Id. ¶ 16.
    While the legal status of the Agreement is the subject of significant dispute—thoroughly
    discussed below—the text of the Agreement’s key terms is not. In addition to the assignment of
    inventions provisions at issue in this case, the Agreement also contains provisions addressing non-
    disclosure of company information, duties of loyalty and non-competition, an at-will employment
    provision, details on remedies, and other terms. Section 2 of the Agreement concerns the
    1
    In a prior lawsuit involving the same parties and the same subject matter (discussed in more detail below),
    the parties disagreed on when the Agreement was presented to Zaccari, but they are now in agreement that he was
    presented with it and acknowledged it “no later than June 15, 2016.” MSJ Br. at 5; Stmt. of Undisputed Material Facts
    in Supp. of Apprio Inc.’s Mot. (“Pl.’s SUMF”), [ECF No. 31-2] ¶ 21; Resp. SUMF. ¶ 21 (not disputing plaintiff’s
    timeline).
    2
    assignment of “Inventions” and “Proprietary Rights,” the latter of which is defined as “all trade
    secret, patent, copyright, mask work and other intellectual property rights throughout the world.”
    Agreement ¶ 2.1. The Agreement states that an Apprio employee consenting to its terms will
    “[t]hereby assign and agree to assign in the future . . . to [Apprio] all [of the employee’s] right,
    title and interest in and to any and all Inventions (and all Proprietary Right with respect
    thereto) . . . .” Id. ¶ 2.3. This applies, with some significant exceptions discussed in detail below,
    to all inventions “whether or not patentable or registrable under copyright or similar statutes” so
    long as they are “made or conceived or reduced to practice . . . during the period of” employment
    with Apprio. Id.
    The assignment of rights has become a point of contention between the parties because
    while he was employed by Apprio, Zaccari developed a piece of software using Microsoft Excel
    Macros—the “CRR Software.” Compl. [ECF No. 1] ¶¶ 37, 40; Am. Answer [ECF No. 20] ¶¶ 37,
    40 (not disputing these facts). The CRR Software “automated the DCMA’s manual contract
    receipt and review process.” Am. Answer ¶ 42. Zaccari says he created the CRR Software
    “independently” and “on his own time.” Id. ¶ 40. He has been less clear about when exactly he
    created it. In his Amended Answer Zaccari states that he created the CRR Software “during the
    time period [when] he was also an employee of Apprio,” id., but his subsequent Declaration
    indicates that the CRR Software is better described as having developed out of a base code that he
    developed in 2008 and then updated while working for Apprio, Zaccari Decl. ¶¶ 4–5, 9–10. Either
    way, there is no dispute that while working on Apprio’s DCMA projects, Zaccari “informed
    Apprio that he could use the existing capabilities of an Excel macro to automate the DCMA’s
    manual contract receipt and review process.” Am. Answer ¶ 37.
    3
    The parties disagree regarding the timing of the events that followed. Zaccari says he told
    Apprio what he could do with an Excel macro “after [he had] independently creat[ed] his CRR
    software,” id., while Apprio suggests that Zaccari told Apprio that it would be possible to create
    the software before he actually did so, Compl. ¶ 37. The parties agree that Zaccari brought his
    creation into work and demonstrated it to his colleagues, and possibly to at least one DCMA
    official, though Zaccari’s statements about this have been inconsistent. Zaccari Decl. ¶¶ 12–13
    (describing Zaccari’s intent “to show [the CRR Software] to [his] colleagues and a senior level
    government employee” and indicating that he did “a few demonstrations for different colleagues”);
    Compl. ¶ 39 (alleging that Zaccari “demonstrate[ed] the CRR software to Apprio” and then
    “demonstrated and then provided it . . . to DCMA”); but see Am. Answer ¶ 39 (disputing Compl.
    ¶ 39 in its entirety). Apprio says that Zaccari “provided [the CRR Software] . . . to DCMA,”
    Compl. ¶ 39, while Zaccari says Apprio “took [his] software” after threatening his job, Zaccari
    Decl. ¶ 13. Either way, no one disputes that DCMA ended up using the software. Compl. ¶ 39
    (“Zaccari . . . provided [the software] . . . to DCMA as part of Apprio’s responsibilities”); Zaccari
    Decl. ¶ 13 (“DCMA . . . deployed it to thousands of their employees”).
    The parties’ dispute over proprietary rights in the CRR Software began from there.
    Zaccari’s employment was terminated in May 2017, and he has since refused Apprio’s demands
    that he turn over all copies of the CRR Software in his possession. Compl. ¶ 45; Am. Answer
    ¶ 45. He has also refused to execute a formal assignment of property rights in the CRR Software
    to Apprio. Resp. SUMF ¶ 49. In April 2018, he applied for a copyright registration for the CRR
    Software. Compl. ¶ 46; Am. Answer ¶ 46; Pl.’s SUMF Ex. N, Copyright Registration [ECF No.
    31-18]. Zaccari then filed a lawsuit against Apprio in June 2018, alleging that Apprio had breached
    the Agreement, infringed on his copyright in the CRR Software, unlawfully conspired with DCMA
    4
    against him, and misappropriated trade secrets. Compl. (“1560 Compl.”) at 10–14, Zaccari v.
    Apprio, Inc., No. 18-cv-1560 (D.D.C. Jun. 29, 2018) [ECF No. 1]. The parties refer to that prior
    lawsuit as “the 1560 litigation” in reference to its case number. Apprio filed the instant lawsuit
    against Zaccari a few months later.
    The 1560 litigation and this case were both before this Court, and in 2019 the Court
    consolidated them pursuant to Federal Rule of Civil Procedure 42(a). Order (Jan. 11, 2019),
    Zaccari, No. 18-cv-1560 [ECF No. 15]. Apprio successfully moved to dismiss Zaccari’s complaint
    against it for lack of subject matter jurisdiction and failure to state a claim. Zaccari v. Apprio, Inc.,
    
    390 F. Supp. 3d 103
    , 106 (D.D.C. 2019). The Court held that it lacked jurisdiction over Zaccari’s
    copyright infringement and conspiracy claims and that he had failed to state a claim for breach of
    contract or misappropriation of trade secrets. 
    Id.
     at 108–14. The Complaint in the 1560 litigation
    was dismissed, 
    id. at 114
    , and the Court deconsolidated the two cases, see Order (Aug. 27, 2019),
    [ECF No. 15]. No appeal of that decision was taken.
    Following discovery in this case, Apprio filed the instant motion for partial summary
    judgment. Apprio Inc.’s Mot. for Summ. J. on Contractual Assignment of Rights (“Mot.”) [ECF
    No. 31]. Apprio seeks summary judgment “regarding the contractual assignment of any rights
    Zaccari has in the CRR Software, including assignment of all rights Zaccari may have in” his
    copyright registration. Id. at 1; see also Mem. in Supp. of Apprio Inc.’s Mot. for Summ. J. on
    Contractual Assignment of Rights (“MSJ Br.”) [ECF No. 31-1]. Zaccari opposes the motion.
    Zaccari’s Mem. of P. & A. in Opp’n to Apprio, Inc.’s Mot. (“Opp’n”) [ECF No. 34]. The motion
    is now fully briefed and ripe for resolution. See Reply Mem. in Supp. of Apprio Inc.’s Mot.
    (“Reply”) [ECF No. 39].
    5
    Legal Standard
    Summary judgment is appropriate where “the movant shows there is no genuine dispute as
    to any material fact and the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P.
    56(a). “The mere existence of some factual dispute is insufficient on its own to bar summary
    judgment; the dispute must pertain to a ‘material’ fact.” Etokie v. Duncan, 
    202 F. Supp. 3d 139
    ,
    145 (D.D.C. 2016) (citation omitted). Hence, “[o]nly disputes over facts that might affect the
    outcome of the suit under the governing law will properly preclude the entry of summary
    judgment.” Anderson v. Liberty Lobby, Inc., 
    477 U.S. 242
    , 248 (1986). Summary judgment may
    not “be avoided based on just any disagreement as to the relevant facts; the dispute must be
    ‘genuine,’ meaning that there must be sufficient admissible evidence for a reasonable trier of fact
    to find for the non-movant.” Etokie, 202 F. Supp. 3d at 146 (quoting Anderson, 
    477 U.S. at 248
    ).
    The Court must determine “whether the evidence presents a sufficient disagreement to
    require submission to a jury or whether it is so one-sided that one party must prevail as a matter of
    law.” Anderson, 
    477 U.S. at
    251–52. Thus, a nonmoving party must “do more than simply show
    that there is some metaphysical doubt as to the material facts,” Matsushita Elec. Indus. Co., Ltd.
    v. Zenith Radio Corp., 
    475 U.S. 574
    , 586 (1986), and “[i]f the evidence is merely colorable, or is
    not significantly probative, summary judgment may be granted,” Anderson, 
    477 U.S. at
    249–50
    (citations omitted). “A party asserting that a fact cannot be or is genuinely disputed must support
    that assertion by” either “citing to particular parts of materials in the record, including depositions,
    documents, electronically stored information, affidavits, . . . or other materials” or “showing that
    the materials cited do not establish the absence or presence of a genuine dispute . . . .” Fed. R.
    Civ. P. 56(c)(1). Conclusory assertions offered without any factual basis in the record cannot
    create a genuine dispute. See Ass’n of Flight Attendants–CWA v. U.S. Dep’t of Transp., 
    564 F.3d
                                                   6
    462, 465–66 (D.C. Cir. 2009).
    The Court must regard the non-movant’s statements as true and accept all evidence and
    make all inferences in the non-movant’s favor. See Anderson, 
    477 U.S. at 255
    . Moreover, a court
    may not “make credibility determinations or weigh the evidence.” Lopez v. Council on American–
    Islamic Relations Action Network, Inc., 
    826 F.3d 492
    , 496 (D.C. Cir. 2016) (citation omitted).
    Rather, the court’s role at summary judgment is to resolve legal questions, while viewing the
    evidence in the light most favorable to the nonmoving party. See Robinson v. Pezzat, 
    818 F.3d 1
    ,
    8 (D.C. Cir. 2016) (citing Anderson, 
    477 U.S. at 255
    ).
    Finally, a party’s response to Rule 36 Requests for Admission may provide a basis for
    summary judgment. Federal Rule of Civil Procedure 36 states that “[a] party may serve on any
    other party a written request to admit, for purposes of the pending action only, the truth of any
    matters within the scope of [discovery] relating to . . . facts, the application of law to fact, or
    opinions about either.” Fed. R. Civ. P. 36(a)(1). The purpose of such requests is “to narrow the
    scope of issues to be litigated and thereby expedite the litigation process.” Harris v. Koenig, 
    271 F.R.D. 356
    , 372 (D.D.C. 2010) (quoting Kendrick v. Sullivan, No. 83-CV-3175, 
    1992 WL 119125
    ,
    at *3 (D.D.C. May 15, 1992)). “A matter admitted under [Rule 36] is conclusively established
    unless the court, on motion, permits the admission to be withdrawn or amended.” Fed. R. Civ. P.
    36(b). “[W]here the ‘facts that are admitted under Rule 36 are “dispositive” of the case’”—or
    dispositive of the issues on which a party has moved for summary judgment—“‘then it is proper
    for the district court to grant summary judgment.’” Essroc Cement Corp. v. CTI/D.C., Inc., 
    740 F. Supp. 2d 131
    , 140–41 (D.D.C. 2010) (quoting Quasius v. Schwan Food Co., 
    596 F.3d 947
    , 950–
    51 (9th Cir. 2010)); see also § 2264 Use and Effect of Admissions, 8B Fed. Prac. & Proc. Civ. §
    2264 (3d ed.) (“Admissions obtained under Rule 36 may show that there is no genuine issue as to
    7
    any material fact and justify the entry of summary judgment under Rule 56” provided that “the
    admissions are [not] uncertain” and have not been withdrawn).
    Analysis
    To prevail on a claim for breach of contract under District of Columbia law, 2 a plaintiff
    must establish: (1) a valid contract between the parties, (2) an obligation or duty arising out of the
    contract, (3) breach of that obligation or duty, and (4) damages caused by that breach. See Brown
    v. Sessoms, 
    774 F.3d 1016
    , 1024 (D.C. Cir. 2014) (quoting Tsintolas Realty Co. v. Mendez, 
    984 A.2d 181
    , 187 (D.C. 2009)); Francis v. Rehman, 
    110 A.3d 615
    , 620 (D.C. 2015). The instant
    motion concerns the first two of these elements and presents two questions. First, is the Agreement
    a binding contract between Apprio and Zaccari? Second, if the Agreement is a binding contract,
    does it dictate that Zaccari assigned his rights to the CRR Software?
    I.       Contract Formation
    The first point of disagreement between the parties concerns whether the Agreement is an
    enforceable contract and specifically whether Zaccari consented to be bound by its terms, or
    whether he merely acknowledged that he had received it from Apprio. Under D.C. law, “[f]or an
    enforceable contract to exist, there must be both (1) agreement as to all material terms; and (2)
    intention of the parties to be bound.” United House of Prayer for All People v. Therrien Waddell,
    Inc., 
    112 A.3d 330
    , 337–38 (D.C. 2015) (quoting Georgetown Ent. Corp. v. Dist. of Columbia,
    
    496 A.2d 587
    , 590 (D.C. 1985)). “While agreement as to material terms ‘is most clearly evidenced
    by the terms of a signed written agreement . . . such a signed writing is not essential to the
    formation of a contract.’” Id. at 338 (quoting Kramer Assocs., Inc. v. Ikam, Ltd., 
    888 A.2d 247
    ,
    2
    District of Columbia law governs the Agreement, by its terms. Agreement ¶ 11.1. While Zaccari argues
    that he is not bound by the Agreement, he does not dispute that the Court should apply D.C. law when deciding
    whether a contract exists in the first instance. See Opp’n at 6–10 (citing D.C. law).
    8
    252 (D.C. 2005)). The intention to be bound by the terms of an agreement “can be found from
    written materials, oral expressions and the actions of the parties.” Duffy v. Duffy, 
    881 A.2d 630
    ,
    637 (D.C. 2005). “[R]egardless of the parties’ actual, subjective intentions, the ultimate issue is
    whether . . . they objectively manifested a mutual intent to be bound contractually.” E.M. v. Shady
    Grove Reprod. Sci. Ctr. P.C., 
    496 F. Supp. 3d 338
    , 394–95 (D.D.C. 2020) (quoting Dyer v. Bilaal,
    
    983 A.2d 349
    , 357 (D.C. 2009)); see also Northland Cap. Corp. v. Silver, 
    735 F.2d 1421
    , 1426–
    27 n.7 (D.C. Cir. 1984) (“The principle that objective manifestation of intent is controlling in
    contract formation is very well established.”).
    Apprio, as the party asserting the existence of a contract, bears “the burden of proving that
    one existed.” Kramer Assocs., 888 A.2d at 251; Phillips v. Spencer, 
    390 F. Supp. 3d 136
    , 167
    (D.D.C. 2019). “The determination whether an enforceable contract exists,” whether in the form
    of a written or oral contract, “is a question of law” to be resolved by the Court in most cases.
    Rosenthal v. Nat’l Produce Co., 
    573 A.2d 365
    , 369 n.9 (D.C. 1990) (citing Georgetown Ent. Corp.,
    
    496 A.2d at 590
    ); Phillips, 390 F. Supp. 3d at 167.
    Apprio argues that “Zaccari agreed to be bound by the Agreement” and that he did so “[i]n
    consideration of his employment with, and salary from, Apprio.” MSJ Br. at 6. Apprio’s
    Statement of Undisputed Material Facts does not directly assert that a contract was formed but
    states instead that “[t]he Agreement was provided to and acknowledged by Mr. Zaccari during his
    employment with Apprio” and that “Zaccari had a number of obligations under the Agreement.”
    Pl.’s SUMF ¶¶ 22–23. Zaccari responds that Apprio “has provided no evidence that [he] assented
    to be bound by the terms of the Agreement, was offered or received any consideration for agreeing
    to be bound by the terms of the Agreement, or did anything more concerning the Agreement than
    acknowledge its receipt.” Resp. SUMF ¶ 22–23.
    9
    In fact, Apprio has provided evidence in support of its position. To start, Apprio has
    produced an electronic record indicating that Zaccari acknowledged the Agreement on June 15,
    2016. Pl.’s SUMF ¶ 22 (citing, inter alia, Pl.’s SUMF Ex. K [ECF No. 31-15]). Zaccari, of course,
    does not dispute that he “acknowledge[d]” receiving the Agreement. Resp. SUMF ¶ 22. Apprio
    also points to certain of Zaccari’s responses to Requests for Admission which confirm that Zaccari
    sought to enforce the Agreement against Apprio in the 1560 litigation. See Pl.’s SUMF ¶ 22 (citing
    Pl.’s SUMF Ex. H, Def.’s Objs. & Resps. to Pl.’s First Reqs. for Admiss. (“Def.’s RFA Resps.”)
    [ ECF No. 31-12]); see also Def.’s RFA Resps. at 2. Elsewhere, Apprio argues that Zaccari is
    bound by assertions he made in the 1560 litigation and his Amended Answer can be read as
    containing an admission that he was bound by the Agreement. MSJ Br. at 7; Reply at 5–6. To
    argue that no contract was formed, Zaccari points to the text of the Agreement, to the electronic
    record stating that he “acknowledged”—rather than “agreed to”—it, and to his and a former co-
    worker’s declarations concerning their understanding of the Agreement. Resp. SUMF ¶¶ 22–23
    (citing Agreement & Pl.’s SUMF Ex. K); Opp’n at 7–9 (citing Zaccari Decl. & Jenkins Sink Decl.
    [ECF No. 34-5]).
    Apprio has the better of this dispute because, even looking only at the evidence Zaccari
    relies on, it is sufficiently clear that in acknowledging the Agreement Zaccari objectively
    manifested his assent to its terms. While he is correct that he never signed the Agreement as one
    would sign a prototypical contract, “[t]he manifestation of assent may be made wholly or partly
    by written or spoken words or by other acts or by failure to act.” Restatement (Second) of
    Contracts § 91(1) (1981). The text of the Agreement and the context in which it was presented
    made it objectively clear that Apprio intended that its employees would manifest their assent to
    the Agreement by the act of clicking “acknowledge,” and this is what Zaccari did.
    10
    Zaccari’s argument that he never entered into the Agreement with Apprio relies on the
    notion that the Court should find some meaningful difference between “acknowledging” the
    Agreement and “signing” or “agreeing to” it. In some contexts, such a difference might exist, but
    the Court does not believe that any difference can be found here. Zaccari does not deny having
    had the opportunity to read the Agreement. By his own account, he opened the Agreement in June
    2016 and “saw that the document . . . was called ‘Proprietary Information and Assignment of
    Inventions Agreement.’” Zaccari Decl. ¶ 15. He therefore knew, even if he read nothing more
    than the title of the document, that he was being presented with an agreement. 3 The Agreement
    begins by identifying a crucial element of contract formation—the consideration Zaccari will
    receive in exchange for agreeing to the terms presented. It reads: “In consideration of my being
    retained as a consultant with or employee of Apprio, Inc . . . and the consideration now and
    hereafter paid to me, I hereby agree as set forth herein.” Agreement at 1.
    Zaccari clicked a button that said “acknowledge,” not “agree,” but the terms and context
    of the contract make clear that no distinction should be drawn on this basis. While the opening
    paragraph of the Agreement uses the word “agree,” the final paragraph treats the two verbs as
    equivalent and connects them each to the notion of signing a more traditional hard-copy written
    contract: “I acknowledge and agree that the language herein shall be deemed to be approved by all
    parties hereto . . . and that I have had an opportunity to consult with an attorney regarding the terms
    3
    It is unlikely that this was the first time Zaccari encountered a contract presented on a computer screen with
    the option for the user to manifest agreement by clicking a button, and he does not argue otherwise. The tech-savvy
    Zaccari is undoubtedly familiar with the “clickwrap” agreements frequently encountered by consumers using software
    or engaging in online transactions. See, e.g., Forrest v. Verizon Commc’ns, Inc., 
    805 A.2d 1007
    , 1010 (D.C. 2002)
    (describing an internet service contract which a consumer “entered into by the subscriber clicking an ‘Accept’ button
    below the scroll box”); Selden v. Airbnb, Inc., No. 16-CV-00933 (CRC), 
    2016 WL 6476934
    , at *4 (D.D.C. Nov. 1,
    2016) (“Courts and commentators have identified a number of variations of these electronic agreements, including
    ‘browsewraps,’ ‘clickwraps,’ ‘scrollwraps,’ and ‘sign-in-wraps.’”). Today it is not uncommon for a computer user to
    be presented with an extensive set of contractual terms with only the option of agreeing to these terms or abandoning
    the use of a particular website, service, or piece of software.
    11
    herein prior to signing this Agreement.” Id. ¶ 11.9. (emphasis added). The reference to “signing”
    the Agreement does not detract from the equivalence drawn between acknowledgment and
    agreement. No signature line is present, so it is clear from context that Apprio did not expect a
    signature. Zaccari has said that the Apprio Human Resources system did not display any
    instructions about, for example, printing and signing the Agreement. Zaccari Decl. ¶ 16 (“There
    was no text other than the document itself.”). He therefore had no reason to think that Apprio
    expected a more formal acceptance of the Agreement. Further, under D.C. law, even an unsigned
    written contract can be enforced if there is sufficient evidence from the parties’ conduct to show
    that they manifested their assent to be bound. Davis v. Winfield, 
    664 A.2d 836
    , 838 (D.C. 1995);
    see also M.R.S. Enters., Inc. v. Sheet Metal Workers’ Int’l Ass’n, Loc. 40, 
    429 F. Supp. 2d 72
    , 78
    (D.D.C. 2006). The lack of a signature is therefore not a per se bar to contract formation.
    Given the context of an electronically-presented Agreement, with no signature line and no
    opportunity for a digital signature, the terms of the Agreement make it clear that “acknowledge”
    is the key verb, and the Agreement’s final paragraph clarifies that acknowledgment will be treated
    as equivalent to a signature. If Zaccari had read the Agreement—he does not say whether he did
    but does not deny having had the opportunity to do so—he should have understood that he was
    agreeing to be bound by its terms and that he was receiving continued employment with Apprio
    as consideration. 4 Zaccari does not dispute that he clicked the “Acknowledge” box that was
    presented to him and thus “acknowledged” the Agreement on June 15, 2016. Resp. SUMF. ¶¶ 21–
    22; Zaccari Decl. ¶ 16. He saw the text of the document but says he did not “understand [himself]
    4
    The Declaration of Zaccari’s former co-worker, Mary Jenkins Sink, adds nothing to help his arguments.
    She says that she also received the Agreement from Apprio and that “[t]here was no text or warning that stated that
    clicking the ‘Acknowledge’ button constituted [her] signature or agreement to be bound by the document.” Jenkins
    Sink Decl. ¶ 6. As the Court has explained, this is not an accurate description of the Agreement, especially considering
    the context in which it was presented.
    12
    to be signing a contract that would bind [him], or that signing was a requirement to keep [his] job.”
    Zaccari Decl. ¶ 16. But Zaccari has offered no reason why “acknowledging” a contract with terms
    that treat acknowledgment as agreement should be any less binding than signing it would be.
    District of Columbia courts have “consistently adhered to a general rule that one who signs a
    contract has a duty to read it and is obligated according to its terms. . . . [A]bsent fraud or mistake,
    one who signs a contract is bound by a contract which he has an opportunity to read whether he
    does so or not.” Pyles v. HSBC Bank USA, N.A., 
    172 A.3d 903
    , 907 (D.C. 2017); Proulx v. 1400
    Pennsylvania Ave., SE, LLC, 
    199 A.3d 667
    , 672 (D.C. 2019). Because acknowledging the
    Agreement amounts to signing it in this context, Zaccari is bound by its terms.
    In a footnote, Zaccari argues that the Copyright Act’s statute of frauds ought to preclude
    the formation of a contract here. Opp’n at 6 n.1. The Copyright Act requires that “[a] transfer of
    copyright ownership . . . is not valid unless an instrument of conveyance, or a note or memorandum
    of the transfer, is in writing and signed by the owner of the rights conveyed or such owner’s duly
    authorized agent.” 
    17 U.S.C. § 204
    (a). Zaccari suggests that there is no “signed Agreement” here
    and that therefore “any doubt . . . is construed in favor of the original copyright holder.” Opp’n at
    6 n.1.    This argument overlooks the E-SIGN Act, which says that “[n]otwithstanding any
    statute . . . (1) a signature, contract, or other record . . . may not be denied legal effect, validity, or
    enforceability solely because it is in electronic form; and (2) a contract . . . may not be denied legal
    effect, validity, or enforceability solely because an electronic signature or electronic record was
    used in its formation.” 
    15 U.S.C. § 7001
    (a). For purposes of the E-SIGN Act, “[t]he term
    ‘electronic signature’ means an electronic sound, symbol, or process, attached to or logically
    associated with a contract or other record and executed or adopted by a person with the intent to
    sign the record,” and an “electronic record” is “a contract or other record created, generated, sent,
    13
    communicated, received, or stored by electronic means..” 
    Id.
     § 7006(4–5). By acknowledging the
    Agreement with a click of his mouse, Zaccari carried out a “process . . . logically associated with”
    the Agreement, and did so intentionally. Apprio has produced an electronic record of this process,
    Pl.’s SUMF Ex. K, the validity of which Zaccari does not dispute, Resp. SUMF ¶¶ 22–23 (citing
    Pl.’s SUMF Ex. K). Because of the E-SIGN Act, this evidence is as good as a written signature.
    Hence, even if Zaccari were correct that “any doubt . . . is construed” in his favor, his
    acknowledgment left no doubt about his consent. The Copyright Act’s statute of frauds therefore
    does not bar the assignment of his copyright interest. 5
    Zaccari’s conduct surrounding the Agreement also reflects an objective manifestation of
    an intent to be bound contractually. In the District of Columbia, following the rule of the Second
    Restatement of Contracts, an offeree may be entirely silent in response to an offered contract and
    still be bound by its terms if “it is reasonable that the offeree should notify the offeror if he does
    not inten[d] to accept” and if “the offeree has taken the offered benefits.” Steuart Inv. Co. v. The
    Meyer Grp., Ltd., 
    61 A.3d 1227
    , 1236 n.10 (D.C. 2013) (quoting William F. Klingensmith, Inc. v.
    Dist. of Columbia, 
    370 A.2d 1341
    , 1343 (D.C. 1977) (adopting the Restatement rule));
    Restatement (Second) of Contracts § 69 cmt. b (1981). Here, Zaccari accepted the benefits
    described in the Agreement (“being retained as a[n] . . . employee of Apprio, Inc.”) and continued
    receiving pay.        Zaccari never followed up with Apprio’s Human Resources office to ask any
    questions about the Agreement or to object to any of its terms. Moreover, Zaccari was hardly
    “silent” when presented with the Agreement: he provided the only acknowledgement that Apprio
    5
    Even if the statute of frauds did apply, it would apply to the transfer of a “copyright ownership.” 
    17 U.S.C. § 204
    (a). The Agreement purports to transfer “all . . . right, title and interest in and to any and all Inventions (and all
    Proprietary Rights with respect thereto).” Agreement ¶ 2.3. This is arguably a broader set of intellectual property
    rights than just “copyright ownership.” As a result, even if the statute of frauds did bar the assignment of Zaccari’s
    copyright ownership here, he might still have assigned other intellectual property interests to Apprio, and Apprio’s
    motion might therefore still be granted in part.
    14
    expected. See Pl.’s SUMF Ex. K (electronic record of assent). It is unreasonable for an employee
    to say nothing to his employer if he intends not to be bound by the kinds of provisions included in
    the Agreement—not just the assignment of rights, but duties of loyalty, confidentiality, and non-
    disclosure and non-solicitation provisions. Employers rarely treat these kinds of provisions as
    optional. Despite his assertion that he did not intend to be bound, there was no way that Apprio,
    or anyone else, could have known this was his subjective mental state.
    Zaccari continued to objectively manifest an understanding that he was bound by the
    Agreement up through the initiation of the 1560 litigation, by which he attempted to enforce the
    Agreement against Apprio. 6 1560 Compl. at 10; see Weickert v. Nat. Prods. Ass’n, No. 16-cv-
    142, 
    2017 WL 6334074
    , at *1 (D.D.C. Mar. 31, 2017) (holding based on a review of the undisputed
    facts that an employee “manifested his assent to [the] terms” contained in an employee handbook
    “by working at [the employer]” and, among other ways, by “avail[ing] himself of” grievance
    procedures contained in the handbook). This is not to say that Zaccari’s current protestations are
    not credible, since the Court cannot make a credibility determination at this stage of the litigation.
    Lopez, 826 F.3d at 496. The Court simply views the fact that Zaccari tried to enforce the
    Agreement as one further undisputed piece of evidence suggesting that he did manifest an intent
    to be bound by it.
    Zaccari says he “never understood himself to be bound by the Agreement nor did he intend
    to be bound by the Agreement,” Opp’n at 8, but the law of the District is quite clear that a party’s
    subjective understanding is not what matters when a Court is determining whether two parties have
    6
    This is not to say that Apprio is correct in its argument that Zaccari’s pleadings in the 1560 litigation
    constitute an admission to which Zaccari is still bound. See Reply at 3–5; see also MSJ Br. at 7. The Court need not
    decide that issue because it finds as a matter of law that Zaccari objectively manifested an intent to enter into the
    Agreement. The same goes for Apprio’s related arguments concerning Zaccari’s Responses to Requests for
    Admission and his Amended Answer that focus on the 1560 litigation. Reply at 3–6.
    15
    formed a contract. “[R]egardless of the parties’ actual, subjective intentions, the ultimate issue is
    whether, by their choice of language . . . , they objectively manifested a mutual intent to be bound
    contractually.” Dyer, 
    983 A.2d at 357
     (quoting 1836 S St. Tenants Ass’n, Inc. v. Estate of Battle,
    
    965 A.2d 832
    , 837 (D.C. 2009)); Hernandez v. Banks, 
    65 A.3d 59
    , 70 (D.C. 2013); Hart v. Vt. Inv.
    Ltd. P’ship, 
    667 A.2d 578
    , 583 (D.C. 1995) (“A party’s ‘claimed intent is immaterial, where it has
    agreed in writing to a clearly expressed and unambiguous intent to the contrary.’” (quoting Ray v.
    William G. Eurice & Bros., Inc., 
    93 A.2d 272
    , 278 (Md. 1952))). Because Zaccari objectively
    manifested his intent to be bound by the terms of the Agreement, through both his
    “acknowledgement” of the Agreement and his subsequent conduct, his argument fails.
    II.      Assignment of Rights
    The remaining points of contention concern the interpretation of the Agreement, which the
    Court has now determined is a binding contract between Apprio and Zaccari. District of Columbia
    courts “adhere[] to an ‘objective’ law of contracts,” and will give effect to the clear terms of an
    agreement “‘[regardless] of the intent of the parties at the time they entered into the contract.’”
    Dyer, 
    983 A.2d at
    354–55 (quoting DSP Venture Grp., Inc. v. Allen, 
    830 A.2d 850
    , 852 (D.C.
    2003)). “In construing a contract, the court must determine what a reasonable person in the
    position of the parties would have thought the disputed language meant.” Fort Lincoln Civic
    Ass’n, Inc. v. Fort Lincoln New Town Corp., 
    944 A.2d 1055
    , 1064 (D.C. 2008) (quotation
    omitted). “Where the language in question is unambiguous, its interpretation is a question of law
    for the court.” 
    Id.
     (quotation omitted).
    In broad terms, Apprio argues that Zaccari has given up his intellectual property rights in
    the CRR Software, and Zaccari argues that he has not done so even if he is bound by the
    Agreement. The Court’s analysis will begin with a detailed review of the key terms of the
    16
    Agreement. Next, the Court will address several of Zaccari’s arguments and explain how they
    misconstrue the Agreement. Last, mindful that Apprio, as the party seeking summary judgment,
    bears the burden of demonstrating the absence of a genuine dispute of material fact, see Celotex
    Corp. v. Catrett, 
    477 U.S. 317
    , 323 (1986), the Court will review Apprio’s arguments on their own
    terms.
    Paragraph 2.3 of the Agreement states, in relevant part:
    2.3     Assignment of Inventions. Subject to Sections 2.4, and 2.6, I hereby assign
    and agree to assign in the future . . . to the Company all my right, title and interest
    in and to any and all Inventions (and all Proprietary Rights with respect thereto)
    whether or not patentable or registrable under copyright or similar statutes, made
    or conceived or reduced to practice or learned by me, either alone or jointly with
    others, during the period of My Service.
    Agreement ¶ 2.3. Inventions assigned under this section are termed “Company Inventions.” 
    Id.
    The Agreement establishes a few types of inventions that do not become “Company Inventions”
    under paragraph 2.3. Id. ¶¶ 2.2, 2.4. First, under paragraph 2.4, “Unassigned Inventions” remain
    an employee’s own. Id. ¶ 2.4. These are inventions “developed entirely on [the employee’s] own
    time without using [Apprio’s] equipment, supplies, facilities, or trade secrets and neither related
    to [Apprio’s] actual or anticipated business, research or development, nor resulted from work
    performed by [the employee] for [Apprio].” Id.
    The second category of exempted inventions, “Prior Inventions,” has a somewhat more
    complicated definition, as set forth in paragraph 2.2. Id. ¶ 2.2. “Prior Inventions” are those that
    “[an employee] made prior to the commencement of” employment with Apprio. Id. An employee
    assenting to the Agreement agrees that he or she has “set forth on a Previous Inventions Disclosure
    Form . . . a complete list of all Inventions . . . conceived, developed or reduced to practice . . . prior
    to the commencement of” employment with Apprio. Id. The point of this Form is to “preclude
    any possible uncertainty” over who owns the Invention. Id. By the terms of the Agreement “[i]f
    17
    no such disclosure is made, [the employee] represent[s] that there are no Prior Inventions.” Id.
    Even if a disclosure is made, though, “[i]f, in the course of . . . Service, [the employee]
    incorporate[s] a Prior Invention into a Company product, process or machine,” then Apprio does
    receive “a nonexclusive royalty-free, irrevocable, perpetual, worldwide license . . . to make, have
    made, modify, use and sell such Prior Invention.” Id. Finally, establishing a third category of
    exempt inventions, the Agreement explains that Prior Invention disclosures do not have to include
    those “developed . . . prior to the commencement of” employment with Apprio, if the employee
    does not use them “in connection with” work for Apprio. Id.
    Zaccari argues that even if he is bound by the Agreement, he did not assign to Apprio any
    rights in the CRR software. He insists that the “CRR Software includes two components: a base
    code and an update to the base code.” Opp’n at 12. According to Zaccari’s Opposition brief, he
    developed the base code in 2008 and it should fall in the third category—established in Agreement
    paragraph 2.2—of inventions developed prior to the commencement of employment with Apprio,
    which do not need to have been disclosed as Prior Inventions. Id. at 12–14. He then argues that
    the updates are exempt “Unassigned Inventions” that he developed in 2016 on his own time and
    without using company resources. Id. at 14–15. But both these arguments fail because they
    overlook the clear and unambiguous language in the Agreement.
    Zaccari’s argument concerning the creation of a “base code” in 2008 demonstrates the
    flaws with his arguments in opposition more generally. He says that “[t]he base code was
    developed in 2008, long before [his] employment at [Apprio],” and he cites to an expert report that
    he says supports this notion. Id. at 12–13 (citing Decl. of Kirk T. Schroder, Ex. A, Expert Report
    of Gregory G. Crouse (“Crouse Rept.”) [ECF No. 34-3]). He then points to the language in
    paragraph 2.2. stating that an employee does not have to disclose, as a “Prior Invention,” any
    18
    invention “created ‘prior to the commencement of [employment] if [the employee does] not use
    such inventions in connection with [his employment].’” Id. at 13 (quoting Agreement ¶ 2.2).
    There are a few problems with this line of argument.
    To start, even assuming that the expert report creates a genuine dispute of fact concerning
    the existence of a 2008 base code, 7 it does nothing to further Zaccari’s argument that he did not
    agree to turn over intellectual property rights in the CRR Software. He first says that he “was not
    obligated to disclose the base code . . . because he was not required to use the code in his
    employment.” Id. However, nothing in paragraph 2.3, or anywhere in the Agreement, says that
    an employee must be required to use an Invention in order for Apprio to receive rights to that
    Invention. Instead, the Agreement states—and Zaccari agreed—that “[i]f, in the course of [his
    employment], [he] incorporate[s] a Prior Invention into a Company product, process or machine,”
    then Apprio receives intellectual property rights in that Prior Invention. Agreement ¶ 2.2. Nor
    does the third exception—for non-disclosed inventions that do not qualify as Prior Inventions—
    help Zaccari. This exception establishes that “Prior Inventions shall not include Inventions that I
    have developed . . . prior to the commencement of [employment with Apprio],” but with a
    significant qualification—“if I do not use such inventions in connection with my [employment
    with Apprio].” Id. It therefore does not matter whether some part of the CRR Software was
    developed before Zaccari worked for Apprio. Apprio would have rights to the base code if Zaccari
    “use[d] [it] in connection with [his employment]” and failed to disclose it, or if he “incorporate[d]”
    it “into a Company product, process or machine.” Id. Under Paragraph 2.2, then, Apprio has
    7
    Apprio does not challenge the expert report but argues that Zaccari made admissions in the 1560 litigation,
    in his responses to requests for admission, and in his copyright filing that are inconsistent with the idea that he created
    the CRR Software in two stages. See Reply at 11–12. The Court need not decide whether this amounts to a genuine
    dispute of fact because even if Zaccari can prove that the software was developed in two stages, his arguments
    nonetheless fail for the reasons explained above.
    19
    rights in all aspects of the CRR Software if the CRR Software was a “Company product” or if
    Zaccari developed it by using the base code “in connection with” his employment. These issues
    are addressed below, but here it is enough to note that having created the base code in 2008 makes
    no difference for the purpose of Apprio’s rights under Paragraph 2.2.
    Zaccari’s next argument is that his “updates to the base code . . . fall under the exception
    provided under Section 2.4 of the Agreement for Unassigned Inventions.” Opp’n at 14. Citing
    his own declaration and his expert report, Zaccari argues that the work he did in 2016 amounted
    only to “non-substantive updates to the base code.” Id. at 14–15 (citing Zaccari Decl. ¶¶ 9–11,
    Crouse Rept. § V.C–D). This may be true, but Zaccari points to nothing in the Agreement that
    exempts “non-substantive updates” to earlier Inventions from the assignment-of-rights provisions.
    Again, Paragraph 2.2 anticipates the incorporation of Prior Inventions into new Inventions related
    to Apprio’s business and requires that employees sign over their rights in both the new and old
    aspects of such Inventions. Agreement ¶ 2.2. The unambiguous text of the Agreement treats minor
    or non-substantive updates no differently than major or substantive ones, and Zaccari gives no
    reason why the Court should construe the Agreement otherwise.
    Relatedly, Zaccari contends in a footnote that “the Court must still determine the extent of
    [Apprio]’s ownership of the copyright for the CRR Software” and that summary judgment is thus
    precluded on this ground. Opp’n at 15 n.8. It is not entirely clear what Zaccari is arguing here,
    but the argument appears to overlook the partial nature of the summary judgment motion at hand.
    Apprio moved only “for summary judgment regarding the contractual assignment of any rights
    Zaccari has in the CRR software, including assignment of all rights Zaccari may have in [his
    Copyright Registration].” Mot. at 1. Apprio has not moved for summary judgment regarding the
    extent of any proprietary rights, but only regarding its ownership of whatever rights are available.
    20
    The Court is only deciding whether Apprio has received from Zaccari “all trade secret, patent,
    copyright, mask work and other intellectual property rights throughout the world” in the CRR
    Software. Agreement ¶ 2.1 (defining “Proprietary Rights”). To the extent that Zaccari is arguing,
    for example, that the work he did in 2016 is somehow not copyrightable, that argument would fall
    outside the scope of this motion, which concerns only the contractual agreement between the
    parties. 8 The Court observes, however, that this would be a difficult argument for Zaccari to
    succeed on because the Agreement is drafted quite broadly in this regard and transfers “all [his]
    right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect
    thereto) whether or not patentable or registrable under copyright or similar statutes.” Id. ¶ 2.3.
    Apprio, of course, bears the burden of demonstrating that there is no genuine dispute of
    material fact. See Celotex, 
    477 U.S. at 323
    . Here, it has carried that burden and is entitled to
    summary judgment on the assignment of rights issue because, for the reasons discussed above,
    there is no genuine dispute that Zaccari assigned his proprietary rights in the CRR Software to
    Apprio. In the Agreement, the language of Paragraph 2.3 unambiguously assigns to Apprio all
    proprietary rights in all Inventions “made or conceived . . . during the period of [the employee’s]
    Service” with Apprio, and Paragraphs 2.2 and 2.4 provide the only relevant exceptions to this
    assignment, none of which apply to the CRR Software.
    There is no genuine dispute that the CRR Software does not qualify as an “Unassigned
    Invention” under Paragraph 2.4. Unassigned Inventions must be (1) “developed entirely on [an
    employee’s] own time without using the Company’s equipment, supplies, facilities, or trade
    8
    To the extent Zaccari intended to make a different argument, he has waived it by failing to develop it in
    sufficient detail. “[P]erfunctory and undeveloped arguments” are “deemed waived,” and “[t]his is especially true
    where the only reference to the argument is raised in a footnote.” Gold Rsrv. Inc. v. Bolivarian Republic of Venezuela,
    
    146 F. Supp. 3d 112
    , 126 (D.D.C. 2015) (quoting Johnson v. Panetta, 
    953 F. Supp. 2d 244
    , 250 (D.D.C. 2013)); Davis
    Broad. Inc. v. F.C.C., 63 Fed. App’x 526, 527 (D.C. Cir. 2003) (“[Appellant’s] opening brief offers only a perfunctory
    argument on this issue in a footnote, and we should therefore consider the argument waived.”) (per curiam).
    21
    secrets”; (2) not “related to the Company’s actual or anticipated business, research or
    development”; and (3) not “result[] from work performed by [the employee] for the Company.”
    Agreement ¶ 2.4. Zaccari does not dispute that “DCMA contracted with Apprio . . . to help it
    develop better business practices, in particular with respect to its oversight of government contracts
    and its development of the [Integrated Workload Management System] to efficiently receive and
    review government contracts,” nor does he dispute that “Apprio was tasked with . . . developing,
    testing, and implementing software . . . to allow for more efficient receipt and review of DCMA’s
    contracts.” Resp. SUMF ¶¶ 8, 12. Zaccari also admitted that “one of the functions of the CRR
    Software is to efficiently implement contract review” and that another is “to automate contract
    receipt and review processes.” Def.’s RFA Resps. Nos. 35, 38; see also Resp. SUMF ¶¶ 34–35
    (quoting Def.’s RFA Resps. Nos. 35, 38). 9 He further admitted that he “would not have provided
    the CRR software to DCMA had he not been employed by Apprio.” Def.’s RFA Resps. No. 25.
    These facts amount to an admission that the CRR Software was, in fact, “related to [Apprio’s]
    actual or anticipated business,” and thus that it was not an Unassigned Invention that Zaccari
    developed separately from his work for Apprio. See Agreement ¶ 2.4.
    There is likewise no genuine dispute that the CRR Software is neither a disclosed Prior
    Invention nor an invention that did not need to be disclosed under Paragraph 2.2. Zaccari has
    admitted that he did not submit a Previous Inventions Disclosure Form, Def.’s RFA Resps. No.
    58, so neither the CRR Software nor the base code can be protected as a Prior Invention. Even if
    he had disclosed the base code as a Prior Invention, he would have lost his proprietary rights when
    he incorporated it into the CRR Software. Agreement ¶ 2.2. (“If, in the course of [my Apprio
    employment], I incorporate a Prior Invention into a Company product . . . , the Company is hereby
    9
    Zaccari is bound by his responses to Apprio’s Rule 36 requests because Zaccari has not filed a motion to
    withdraw or amend those responses. See Fed. R. Civ. P. 36(b).
    22
    granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual worldwide
    license . . . .”). As the Court has explained, Zaccari cannot establish that his rights in the CRR
    Software are protected by this paragraph through the third exception of undisclosed earlier
    inventions.   This exception states that Prior Inventions “shall not include Inventions that
    [employees] have developed . . . prior to the commencement of [Apprio employment]” but only
    “if [they] do not use such inventions in connection with [their Apprio employment].” 
    Id.
     For the
    reasons explained above, there is no dispute that Zaccari did use the CRR Software, including any
    prior base code, in connection with his work for Apprio. He therefore cannot avail himself of this
    exception.
    In an effort to avoid this conclusion, Zaccari quibbles over the scope of two particular
    contracts between Apprio and DCMA and argues that he was not involved with one contract and
    that the other did not include software development. Opp’n at 15–16. The terms of the Agreement,
    however, are written broadly. It does not matter what work Zaccari was tasked with because the
    relevant questions are whether the CRR Software “related to the Company’s actual or anticipated
    business,” Agreement ¶ 2.4, or whether Zaccari “used [it] in connection with” his Apprio
    employment, id. ¶ 2.2. Because Zaccari admitted he would not have presented the CRR Software
    to DCMA had he not worked for Apprio, and because Apprio had a business interest in the contract
    review process that the CRR Software facilitated, the CRR Software is sufficiently connected to
    Apprio’s business regardless of which contract encompassed Zaccari’s work. Finally, Zaccari
    argues that one Task Order under one contract between DCMA and Apprio was improperly
    awarded to Apprio, see Opp’n at 16–17, but, even assuming this is true, he does not explain why
    this would alter the scope of Apprio’s “actual or anticipated business” under the terms of the
    Agreement. Even if Zaccari is correct that this Task Order was improperly awarded, it would not
    23
    make the CRR Software unrelated to the other Task Orders and contracts relating to DCMA’s
    contract review process that Apprio properly undertook.
    Even accepting all evidence and drawing all inferences in Zaccari’s favor—treating the
    software as a separate base code and subsequent update and assuming that Apprio’s contracts with
    DCMA were awarded in the manner Zaccari suggests—the unambiguous language of the
    Agreement still dictates that Zaccari assigned his proprietary rights in the CRR Software to Apprio.
    Zaccari has failed to identify any material facts in dispute that would undermine this conclusion.
    Hence, Apprio is entitled to summary judgment on the issue of contractual assignment of rights.
    Conclusion
    For the foregoing reasons, the Court finds that there is no genuine dispute of material fact
    that the parties entered into a binding contract and that Zaccari assigned his proprietary rights in
    the CRR Software to Apprio pursuant to the contract. The Court will grant Apprio’s motion for
    partial summary judgment. A separate order will be issued on this date.
    /s/
    JOHN D. BATES
    United States District Judge
    Dated: June 1, 2021
    24