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 the use of consulting services and proprietary software. (¶ 10). These work orders were to be signed by specified officers or partners. (¶ 12).

In the years following the 1975 agreement, Censor continued conducting training seminars using the 1975 programs on the timesharing computers, and DSI continued acting as Censor’s “timesharing broker.” Paris remained DSI’s contact with Censor until he left DSI in the summer of 1985. By that time. Censor and his new corporation, PCI, represented about 90 percent of DSI’s business. (Tr. 56–58). Despite the transfer of ownership in the 1975 agreement, Censor never actually possessed the source codes or computer tapes for the simulation games. Rather, DSI maintained them in its time-sharing computer accounts. (Tr. 32). It appears that some of the formalities of the 1975 agreement were not respected. For example, although the agreement provided for preparation by Censor of signed work orders “[b]efore each and every client engagement,” no written work orders were ever prepared. (Tr. 44; Dep. 76–77). DSI continued to make “minor” modifications to the simulation programs, at least sometimes on Paris’ own initiative. (Tr. 79–81).

The record only provides one specific example of the way Censor and DSI worked together in providing a course involving the timesharing programs to a client. In 1981, Censor contracted to provide Mobil Research & Development Corporation with one of the training simulation programs. Censor negotiated a licensing arrangement with Mobil for one of his simulation training courses. According to Censor, this agreement was similar to those PCI had with other large corporate clients. (Dep. 162). DSI was not a party to the agreement, but it included a provision for DSI’s benefit under which Mobil would pay “royalties for the use of certain proprietary computer programs, Scheduling and PERT 6, which underlie the Simulation-Training Program.” (Ex. 18 ¶ 16; 175–78). DSI’s involvement in and compensation for the Mobil project was worked out in negotiations between Censor and DSI before PCI’s contract with Mobil was signed. (Dep. 166–67). No written work order or memorandum was prepared to memorialize PCI’s arrangement with DSI. (Dep. 167; Tr. 17). DSI was paid $41,620.18 for its role in the Mobil project; of that amount Censor “believe[d]” $28,500 was for the use of the proprietary programs and the balance was for “timesharing charges and other fees.” (Dep. 169).

In the early 1980s, smaller, more portable computers came into use. DSI created software for this new technology to run the simulation games. Programs were developed to run the game on IBM personal computers. According to Censor, Melhado was asked—a “verbal work order”—to procure the IBM hardware and to develop software to run the simulation games on the IBM machine. (Dep. 357).

The microcomputers that DSI and Censor used most often, however, were “Alpha Microcomputers.” (Dep. 357). DSI first created a simulation program for an Alpha Microcomputer in connection with DSI’s sale of Alpha Micro hardware to the Commercial Bank of Kuwait. The sale of hardware was arranged by Paris, and Melhado reprogranuned the Operations Management simulation to run on the Alpha Micro machine. (Tr. 82–85).

Writing the source code for this 1981 transaction (hereinafter the “1981 source code” or the “1981 program”), Melhado had access to the 1975 Operations Management