The MSA defines “ResMan Technology” as: (i) ResMan technology, methodologies, and intellectual property (including, without limitation, products, software tools, hardware designs, algorithms, software (in source and object code forms), architecture, objects and documentation (both printed and electronic) existing as of the Effective Date or otherwise arising outside of this Agreement; (ii) all derivatives, improvements, enhancements or extensions of any of the foregoing, whether or not conceived, reduced to practice or developed during the term of this Agreement; and (iii) all Intellectual Property Rights relating to any of the foregoing.
Finally, to the extent ResMan provides professional services, such as implementation, training, consulting, or customized reports, “ResMan retains all ownership rights to any and all Deliverables, excluding any pre-existing materials and Confidential Information supplied by [Karya] for incorporation into the deliverable.” MSA ¶ 2.8.
These included screens in many parts of the ResMan Platform, such as inventory, change distributions, management fees, non-residents, owners, projects, utility billing, waiting list, budget, accounting trees, company communication, vendor payment templates and forms, not generally used or accessed by Karya at all and/or in a manner wholly atypical of normal customer usage.
This usage strongly suggests that Expedien Team was improperly accessing the system to study and/or copy the extensive features, design layout and organizational format and visual display of the entire ResMan Platform.
Specifically, Karya’s CEO, Swapnil Agarwal, posted a promotion video on March 22, 2019 in which the narrator states, “A couple of years ago, they [Karya] decided to build their own property management software, Arya 1.0, which is expected to a game changer in the industry.