PERLMAN, BAJANDAS, YEVOLI & ALBRIGHT, P.L. 

200 South Andrews Avenue, Suite 600, Fort Lauderdale, Florida 33301 – (954) 566-7117

283 Catalonia Avenue, Suite 200, Coral Gables, Florida 33134 – (305) 377-0086

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

(West Palm Beach Division)

CASE NO.

VOCODIA HOLDINGS CORP, a Wyoming 

corporation, 

Plaintiff,

v. 

OMER KHAN, an individual, and VIVID 

TECH, INC., a Delaware corporation, 

Defendants.

/

COMPLAINT

Plaintiff Vocodia Holdings Corp (“Plaintiff” or “Vocodia”) sues Defendants Omer Khan

(“Khan”) and Vivid Tech, Inc. (“VividTech”) (collectively, “Defendants”), as follows: 

Nature of the Case

1. This is an action for declaratory relief pursuant to Rule 57, Federal Rules of Civil 

Procedure, and the Declaratory Judgment Act, 28 U.S.C. § 2201, et seq., to determine an actual, 

ripe controversy regarding (i) Khan’s lack of entitlement to any equity interest in Vocodia and 

(ii) Vocodia’s ownership of all intellectual property developed by Khan and VividTech for 

Vocodia during the course of Khan’s employment with Vocodia. 

2. Vocodia seeks a declaration from this Court that (i) Vocodia does not owe any 

Restricted Stock Units (“RSUs”) in Vocodia to Khan because Khan’s employment was 

terminated prior to vesting, and (ii) all intellectual property developed by Khan or VividTech 

during the course of Khan’s employment with Vocodia properly resides with Vocodia. In 

Case 9:22-cv-81472-XXXX Document 1 Entered on FLSD Docket 09/21/2022 Page 1 of 8
8 

PERLMAN, BAJANDAS, YEVOLI & ALBRIGHT, P.L. 

200 South Andrews Avenue, Suite 600, Fort Lauderdale, Florida 33301 – (954) 566-7117

283 Catalonia Avenue, Suite 200, Coral Gables, Florida 33134 – (305) 377-0086

addition, Vocodia seeks all costs incurred, including its reasonable attorneys' fees, in having to 

bring this action against Defendants. 

Jurisdiction, Venue and Parties

3. This Court has jurisdiction under 28 U.S.C. § 1332 because complete diversity of 

citizenship exists between the parties and the amount in controversy is greater than $75,000. 

4. Vocodia is a corporation formed and existing under the laws of the State of 

Wyoming and registered to do business in the State of Florida which carries out its core 

executive and administrative functions in Palm Beach County, Florida. 

5. Khan is an individual who resides in Orange County, California, and is sui juris. 

6. VividTech is a corporation formed and existing under the laws of the State of 

Delaware which carries out its core executive and administrative functions in Los Angeles 

County, California. 

7. This Court has personal jurisdiction over Khan pursuant to a forum selection 

clause in the below described Invention Agreement in which Khan contractually agreed to the 

jurisdiction of the state and federal courts of Florida. [See Exhibit C, infra, § 6.A.]. 

8. This Court also has personal jurisdiction over Khan pursuant to Section 

48.193(1)(a)(1), Florida Statutes, because at all times relevant, Khan operated, conducted, 

engaged in, or carried on a business or venture in Florida, in addition to other bases for 

jurisdiction under Section 48.193, Florida Statutes. 

9. This Court has personal jurisdiction over VividTech pursuant to Section 

48.193(1)(a)(1), Florida Statutes, because at all times relevant, VividTech operated, conducted, 

engaged in, or carried on a business or venture in Florida, in addition to other bases for 

jurisdiction under Section 48.193, Florida Statutes. 

Case 9:22-cv-81472-XXXX Document 1 Entered on FLSD Docket 09/21/2022 Page 2 of 8
8 

PERLMAN, BAJANDAS, YEVOLI & ALBRIGHT, P.L. 

200 South Andrews Avenue, Suite 600, Fort Lauderdale, Florida 33301 – (954) 566-7117

283 Catalonia Avenue, Suite 200, Coral Gables, Florida 33134 – (305) 377-0086

10. Venue is proper in this district under 28 U.S.C. § 1391(b) because a substantial 

portion of the events, acts and omissions establishing the claims occurred in this district.

11. All conditions precedent to bringing this action have occurred, been performed, or 

have been excused, satisfied, or waived. 

12. Vocodia is contractually obligated to pay its attorneys a reasonable fee for their 

services in prosecuting this action. 

General Allegations

13. Vocodia is an experienced conversational artificial intelligence (“AI”) technology 

provider that provides scalable solutions for call center operations. 

14. Khan represents himself as an individual possessing experience in call center 

engineering and conversational AI. 

15. VividTech is a company founded by Khan, which represents itself as a provider of 

advanced interactive voice response (“IVR”) technology. 

16. On June 24, 2021, Vocodia and Khan entered into a Mutual Non-Disclosure and 

Non-Circumvention Agreement (“NDA”), pursuant to which each of the contracting parties 

expressed the desire to communicate and exchange information regarding confidential and 

proprietary software and other sensitive information, and wherein they agreed to keep such 

information exchanged confidential. A copy of the NDA is attached hereto as Exhibit A. 

Pursuant to the NDA, any prevailing party is entitled to recover its attorneys’ fees and costs in 

any proceeding to enforce the terms of the agreement.

17. Following entry into the NDA, on October 27, 2021, Vocodia provided to Khan 

an Offer of Employment (“Employment Agreement”) to serve as the Chief Technology Officer

(“CTO”) of Vocodia.. A copy of the Employment Agreement is attached hereto as Exhibit B. 

Case 9:22-cv-81472-XXXX Document 1 Entered on FLSD Docket 09/21/2022 Page 3 of 8
8

PERLMAN, BAJANDAS, YEVOLI & ALBRIGHT, P.L. 

200 South Andrews Avenue, Suite 600, Fort Lauderdale, Florida 33301 – (954) 566-7117

283 Catalonia Avenue, Suite 200, Coral Gables, Florida 33134 – (305) 377-0086

18. The Employment Agreement specifically provides that employment would be at 

will, with no promise of employment of any specific duration, and provides that Vocodia could

end the employment relationship at any time, with or without notice. [See Exhibit B ¶ 5].

19. The Employment Agreement provided to Khan a base annual salary, in addition

to 2,000,000 of RSUs that would vest 12 months from August 1. [See id. ¶ 3(a)-(b)]. In other 

words, Khan’s equity would vest as of August 1, 2022, and the grant would occur on the 15th

day of the month or the earliest next trading day. [See id.].

20. Khan signed the Employment Agreement on October 30, 2021.

21. During the course of his employment, Khan utilized his company VividTech to 

provide telephony engineering and backend development services to Vocodia. 

22. On July 26, 2022, Khan executed and delivered to Vocodia the Proprietary 

Information and Invention Assignment Agreement (“Invention Agreement”) referenced in the 

Employment Agreement as a specific requirement for employment with Vocodia. Pursuant to the

Invention Agreement, Khan agreed that all Inventions (as defined in Section 1.A of the 

agreement) developed by Mr, Khan during the course of his employment with Vocodia were the 

property of Vocodia. Mr. Khan likewise agreed to disclose and assign to Vocodia all right, title, 

and interest in and to all Inventions solely or jointly developed during the course of his 

employment, whether during working hours or during off-duty hours. The only exceptions to the 

required disclosure and assignment are for Inventions not related to Vocodia’s business or not 

developed in relation to any work performed for the company. A copy of the Invention 

Agreement is attached hereto as Exhibit C.

23. On July 29, 2022, Vocodia terminated Khan’s employment with the company as 

of that same date. Vocodia transmitted to Khan a Letter of Termination indicating, among other 

Case 9:22-cv-81472-XXXX Document 1 Entered on FLSD Docket 09/21/2022 Page 4 of 8
8 

PERLMAN, BAJANDAS, YEVOLI & ALBRIGHT, P.L. 

200 South Andrews Avenue, Suite 600, Fort Lauderdale, Florida 33301 – (954) 566-7117

283 Catalonia Avenue, Suite 200, Coral Gables, Florida 33134 – (305) 377-0086

items, that all stock initially offered to Khan as part of the Employment Agreement would not 

vest. A copy of the Letter of Termination is attached hereto as Exhibit D. 

24. While cause is not a required element for termination, Vocodia terminated Khan’s 

employment in large part due to Khan’s unresponsiveness, lack of collaboration, poor 

performance, and general insubordination. 

25. Along with the Letter of Termination, Vocodia transmitted to Khan a Transition 

Services Agreement and Separation Agreement, requesting Khan’s signature. In good faith, the

Transition Services Agreement offered to Khan 100,000 shares of Vocodia common stock as 

compensation for additional services provided during the month following Khan’s termination. 

26. Since the termination of his employment, Khan has claimed that he is entitled to 

the 2,000,000 RSUs in the company. However, Vocodia terminated Khan’s employment prior to 

the date on which his equity in the company would have vested. 

27. Khan has also denied that any intellectual property (which includes Inventions as 

defined under the Invention Agreement) developed during the course of his employment would

be the property of Vocodia. Khan has attempted to utilize his company VividTech as a shield, 

claiming that any intellectual property developed during the course of his employment with 

Vocodia was VividTech intellectual property. However, Khan’s claim in this regard ignores the 

plain language of the Invention Agreement. 

Count I – Declaratory Judgment (Vesting)

Against Khan 

28. Vocodia realleges paragraphs 1 through 27 as if fully set forth herein.

29. This Court has the power to declare the rights, status, and other equitable or legal 

relations whether or not further relief is or could be claimed pursuant to Fla. Stat. 86.011 and to 

give such relief as it deems necessary.

Case 9:22-cv-81472-XXXX Document 1 Entered on FLSD Docket 09/21/2022 Page 5 of 8
8 

PERLMAN, BAJANDAS, YEVOLI & ALBRIGHT, P.L. 

200 South Andrews Avenue, Suite 600, Fort Lauderdale, Florida 33301 – (954) 566-7117

283 Catalonia Avenue, Suite 200, Coral Gables, Florida 33134 – (305) 377-0086

30. A bona fide, actual, present practical need exists for a declaration that Khan is not 

entitled to any RSUs in Vocodia and that any potential equity interest to which Khan may have 

been entitled did not vest. 

31. The declaration deals with a present, ascertained set of facts or present 

controversy as to a state of facts. 

32. The rights of the parties are dependent upon the law applicable to the facts 

regarding the nature of the Employment Agreement. 

33. The parties to the relevant and business relationship or with an adverse interest 

are properly before the Court. 

34. The declaration sought does not amount to mere legal advice. 

WHEREFORE, Plaintiff Vocodia Holdings Corp. respectfully requests that this Court 

enter judgment: (i) declaring that Khan has no entitlement to any equity interest or Restricted 

Stock Units in Vocodia; (ii) awarding Vocodia its attorneys’ fees and costs to the extent allowed 

for under applicable law; and (iii) awarding all such other relief to Vocodia as the Court deems 

just and proper. 

Count II – Declaratory Judgment (Ownership of Inventions) 

Against Khan and VividTech

35. Vocodia realleges paragraphs 1 through 27 as if fully set forth herein.

36. This Court has the power to declare the rights, status, and other equitable or legal 

relations whether or not further relief is or could be claimed pursuant to Fla. Stat. 86.011 and to 

give such relief as it deems necessary.

37. A bona fide, actual, present practical need exists for a declaration that neither

Khan nor VividTech is not entitled to claim any right to Inventions, as defined under the 

Invention Agreement, which were solely or jointly developed, created, or otherwise produced 

Case 9:22-cv-81472-XXXX Document 1 Entered on FLSD Docket 09/21/2022 Page 6 of 8
8

PERLMAN, BAJANDAS, YEVOLI & ALBRIGHT, P.L. 

200 South Andrews Avenue, Suite 600, Fort Lauderdale, Florida 33301 – (954) 566-7117

283 Catalonia Avenue, Suite 200, Coral Gables, Florida 33134 – (305) 377-0086

during the course of Khan’s employment with Vocodia, which are related to Vocodia’s business 

or result from work Khan performed for the Company, all of which are expressly and 

unequivocally the sole property of Vocodia.

38. The declaration deals with a present, ascertained set of facts or present 

controversy as to a state of facts. 

39. The rights of the parties are dependent upon the law applicable to the facts 

regarding the nature of the Invention Agreement, the Employment Agreement, and Khan’s 

relationship to VividTech.

40. The parties to the relevant and business relationship or with an adverse interest 

are properly before the Court. 

41. The declaration sought does not amount to mere legal advice. 

WHEREFORE, Plaintiff Vocodia Holdings Corp. respectfully requests that this Court 

enter judgment: (i) declaring that all intellectual property and/or Inventions developed, created, 

or produced by Khan and/or VividTech during the course of Khan’s employment with Vocodia, 

which relate to Vocodia’s business and/or Khan’s employment with Vocodia, are the sole 

property of Vocodia; (ii) awarding Vocodia its attorneys’ fees and costs to the extent allowed for 

under applicable law; and (iii) awarding all such other relief to Vocodia as the Court deems just 

and proper.

Case 9:22-cv-81472-XXXX Document 1 Entered on FLSD Docket 09/21/2022 Page 7 of 8
8 

PERLMAN, BAJANDAS, YEVOLI & ALBRIGHT, P.L. 

200 South Andrews Avenue, Suite 600, Fort Lauderdale, Florida 33301 – (954) 566-7117

283 Catalonia Avenue, Suite 200, Coral Gables, Florida 33134 – (305) 377-0086

Dated: September 21, 2022 Respectfully submitted,

s/ Kristin Drecktrah Paz 

Kristin Drecktrah Paz (Fla. Bar No. 91026) 

E-Mail: kpaz@pbyalaw.com 

PERLMAN, BAJANDAS, YEVOLI & 

ALBRIGHT, P.L.

283 Catalonia Avenue, Suite 200 

Coral Gables, Florida 33134 

T: (305) 377-0086 

F: (305) 377-0781 

eservicemia@pbyalaw.com 

Counsel for Plaintiff Vocodia Holdings Corp.

 

Case 9:22-cv-81472-XXXX Document 1 Entered on FLSD Docket 09/21/2022 Page 8 of 8