United States Court of Appeals

FOR THE DISTRICT OF COLUMBIA CIRCUIT

Argued November 6, 2023 Decided June 21, 2024

No. 22-7057

APPRIO, INC.,

APPELLEE

v.

NEIL ZACCARI,

APPELLANT

Appeal from the United States District Court

for the District of Columbia

(No. 1:18-cv-02180)

Gregory W. Keenan, pro hac vice, argued the cause for 

appellant. On the brief were Belinda D. Jones, Robert D. 

Michaux, Andrew B. Grimm, and Kirk T. Schroder.

John R. Hutchins argued the cause for appellee. With him 

on the brief were Christopher B. Roth and William Rauchholz.

Before: WILKINS and WALKER, Circuit Judges, and 

RANDOLPH, Senior Circuit Judge.

Opinion for the Court filed by Circuit Judge WILKINS.
2

WILKINS, Circuit Judge: This case concerns the 

enforceability of a contract that was digitally “acknowledged” 

but not explicitly “agreed” to. Between 2015 and 2017, 

Appellee Apprio, Inc. (“Apprio”), a government contractor in 

the business of helping clients automate and streamline 

operations, employed Appellant Neil Zaccari (“Zaccari”) as a 

Senior Technical Manager responsible, in part, for technology 

development. Prior to his employment with Apprio, Zaccari, 

incidentally, had developed a regulatory compliance software

(the “Initial Software”). During his tenure, Zaccari realized

that his Initial Software might be helpful to Apprio, so he 

updated the Initial Software to create a new version: the 

Updated Software. Zaccari then brought the Updated Software

to work and demonstrated it to both his colleagues and one of 

Apprio’s clients. Apparently impressed by the Updated 

Software, Apprio asked Zaccari to hand it over. Zaccari 

obliged. 

The next month, Apprio sent Zaccari a document titled 

“Proprietary Information and Assignment of Inventions 

Agreement” (the “Agreement”). The Agreement included 

provisions relevant to copyright assignment of the Updated 

Software. Zaccari accessed the Agreement through Apprio’s 

human resources portal and admits that he both saw the 

document and had the opportunity to read it. Zaccari then 

closed the document by clicking on the “only option” he says 

he saw on the computer screen: a button that read

“Acknowledge.” J.A. 923.

Nearly a year later, Apprio fired Zaccari. Following his 

termination, Apprio requested Zaccari furnish all copies of the 

Updated Software in his possession. Zaccari refused to do so, 

and he instead copyrighted the Updated Software and sued

Apprio for breaching the Agreement when Apprio allegedly 

forced him to turn over a copy of the Updated Software to an 
3

Apprio client. In response, Apprio filed this case, countersuing 

Zaccari for breaching the Agreement when he refused to assign 

his rights in the Updated Software to Apprio (among other 

attendant actions). The District Court combined the cases, 

dismissed Zaccari’s case for failure to state a claim, and in 

Apprio’s case, initially granted partial summary judgment for 

Apprio with respect to contractual assignment of rights in the 

Updated Software and later also granted full summary 

judgment for Apprio on its breach of contract claim.

Zaccari now appeals, arguing that the Agreement is not an 

enforceable contract and, in the alternative, that the Agreement 

neither supports the assignment of his rights in the Updated 

Software to Apprio nor a finding that he breached the 

Agreement. We disagree on all fronts. We hold that Zaccari’s 

“acknowledgment” of the Agreement created an enforceable 

contract that requires Zaccari to assign his rights in the Updated 

Software to Apprio. Accordingly, Zaccari breached the 

binding Agreement by failing to assign those rights to Apprio 

and disclosing the Updated Software’s underlying code to the 

U.S. Copyright Office (“Copyright Office”) in order to obtain 

the copyright. For these reasons, we affirm the District Court.

I. 

A. 

Zaccari was employed at Apprio as a Senior Technical 

Manager between November 2015 and May 2017. While 

Zaccari worked there, Apprio was under contract with the 

Defense Contract Management Agency (“DCMA”) to help the 

agency receive and review contracts more efficiently by

developing, testing, and implementing automation tools. As 

relevant here, Zaccari was hired to work in a group specifically

“charged with making recommendations for improving, among 
4

other things, the DCMA’s contract receipt and review process.” 

Id. at 922.

In 2008, prior to his employment at Apprio, Zaccari 

independently developed the Initial Software. The Initial

Software is a regulatory compliance program that automates

the generation of Microsoft Excel reports on key search terms. 

It works by allowing users to “set out regulatory compliance 

provisions,” which the computer then uses to “search an 

uploaded document for key terms related to that provision,” 

and then “create[] a report that list[s] the key terms . . . [with]

the page, line number, and associated regulatory provision for 

each mention of the key terms.” Id. at 921.

In 2016, upon realizing that his software could be useful 

to Apprio for “efficiently implement[ing] contract review” and 

“automat[ing] contract receipt and review processes[,]”

Zaccari updated the Initial Software on his own time and 

equipment. Id. at 570–71. To accomplish this update, Zaccari 

made what he calls “superficial or very simple” changes, like 

“updat[ing] the code to allow a user to directly upload a [.]pdf 

file, rather than only a Word document” and other changes to 

“make the program compatible with newer versions of 

Microsoft Excel.” Id. at 922. The “base code [that] contain[ed] 

the keyword lookup and the keyword search engine,” however, 

was left untouched. Id. at 922.

These changes resulted in the Updated Software—a new 

version of the program. The Updated Software had “10 

additional functions” and was realized from changing “[m]ore 

than half of the [underlying] code” from the Initial Software. 

J.A. 1754. After finishing the update, Zaccari brought the 

Updated Software to work to “show . . . [his] colleagues and a 

senior level government employee at DCMA.” Id. at 923. He 

additionally “informed Apprio that he could use the existing 
5

capabilities of [the software he had developed] to automate the 

DCMA’s manual contract receipt and review process.” Id. at 

699.

While some of the facts concerning what came next are 

disputed, the parties agree that, shortly after Zaccari’s 

demonstration at work, Apprio asked Zaccari for the Updated 

Software and Zaccari provided it. Apprio then turned the 

Updated Software over to DCMA, which in turn deployed it to 

its own employees for use. 

About a month after Zaccari’s demonstration, in June 

2016, Apprio sent Zaccari the Agreement through the 

company’s human resources portal. Zaccari logged into the 

portal, “clicked a link and proceeded to the [Agreement] 

document.” Id. at 923. The document included three 

provisions relevant here: 

2.2 Prior Inventions[:] Inventions . . . which I 

made prior to the commencement of My 

Service are excluded from the scope of this 

Agreement and all inventions which I made 

prior to the commencement of My Service will 

be governed by assignment agreements I

executed prior to the date hereof. To preclude 

any possible uncertainty, I have set forth on a 

Previous Inventions Disclosure Form . . . a 

complete list of all Inventions that I have, alone 

or jointly with others, conceived, developed or 

reduced to practice or caused to be conceived, 

developed or reduced to practice prior to the 

commencement of My Service, and that I both 

(a) may use in connection with My Service and 

(b) consider to be my property . . . and that I

wish to have excluded from the scope of this 
6

Agreement . . . . [Additionally,] Prior 

Inventions shall not include inventions that I 

have developed or reduced to practice or 

caused to be conceived, developed or reduced 

to practice prior to the commencement of My 

Service if I do not use such inventions in 

connection with My Service . . . . If no such 

disclosure is made, I represent that there are no 

Prior Inventions. If, in the course of My 

Service, I incorporate a Prior Invention into a 

Company product, process or machine, the 

Company is hereby granted and shall have a 

nonexclusive, royalty-free, irrevocable, 

perpetual, worldwide license (with rights to 

sublicense through multiple tiers of 

sublicensees) to make, have made, modify, use 

and sell such Prior Invention. Notwithstanding 

the foregoing, I agree that I will not 

incorporate, or permit to be incorporated, Prior 

Inventions in any Company Inventions without 

the prior written consent of an authorized 

officer of the Company. 

2.3 Assignment of Inventions[:] Subject to 

Section[] 2.4 . . . 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 . . . during the period of My 

Service[] . . . .
7

2.4 Unassigned Inventions[:] I recognize that 

this Agreement will not be deemed to require 

assignment of any invention that was 

developed entirely on my own time without the 

Company’s equipment, supplies, facilities, or 

trade secrets and neither related to the 

Company’s actual or anticipated business, 

research or development, nor resulted from 

work performed by me for the Company. 

Id. at 130–31. The Agreement also included a preamble that 

read “I hereby agree as set forth herein,” id. at 130, and a 

conclusion that stated, in relevant part, “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 herein prior to 

signing this Agreement,” id. at 133. 

Zaccari admits to opening this document, to having had 

the opportunity to read it, and to then clicking the

“Acknowledge” button, which he says was the “only option on 

the computer screen” available for closing the window. Id. at 

923. Zaccari did not subsequently submit any Previous 

Inventions Disclosure Forms as directed by the Prior 

Inventions provision of the Agreement, but also claims he both 

“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.

In May 2017—nearly a year after Zaccari received the 

Agreement—Apprio terminated Zaccari. Thereafter, Zaccari

refused Apprio’s requests to furnish all copies of the Updated 

Software in his possession. Instead, Zaccari copyrighted the 

Updated Software in 2018 using a “One Work by One Author” 

application, wherein he disclosed the entirety of the source 
8

code for the software and asserted that the software was 

completed in 2016 (during his employment at Apprio), before 

suing Apprio. 

B. 

Zaccari’s central claim in his suit was that Apprio 

breached the Agreement by forcing him to turn over a copy of 

the Updated Software. See Zaccari v. Apprio, Inc. (Zaccari I), 

No. 18-cv-1560 (D.D.C. Jun. 29, 2018). In that case, Zaccari 

admitted that he had “entered into the . . . Agreement,” J.A. 

594, and had “agreed to assign any rights in or to his work 

product to Apprio ‘during [his] employment or engagement as 

an independent contractor by [Apprio],’” id. at 588 (quoting the 

Agreement).

While Zaccari I was pending, Apprio filed this case. The 

company alleged Zaccari breached the Agreement when he 

failed to “assign any rights he [claims]” in the Updated 

Software. Id. at 31. The District Court consolidated Zaccari I

with the instant case and then stayed this case before addressing

Zaccari I first. 

The District Court then dismissed Zaccari I on the grounds 

that Zaccari had failed to state a breach of contract claim. 

Zaccari v. Apprio Inc., 390 F. Supp. 3d 103, 110 (D.D.C. 

2019). The District Court then proceeded with this case, ruling

in Apprio’s favor in two judgments. See Apprio, Inc. v. Zaccari 

(Apprio I), 2021 WL 2209404 (D.D.C. Jun. 1, 2021); Apprio 

Inc. v. Zaccari (Apprio II), 2022 WL 971001 (D.D.C. Mar. 31, 

2022). Applying District of Columbia law as specified in the 

Agreement, the District Court first granted Apprio partial 

summary judgment as to the contractual assignment of rights 

on the grounds that the Agreement was binding and required

Zaccari to assign his rights in the Updated Software to Apprio. 

Apprio I, 2021 WL 2209404, at *4–*6, *12. Second, after 
9

dismissing Zaccari’s intervening motions for reconsideration 

and for an order directing entry of final judgment under Rule 

54(b), the District Court granted Apprio summary judgment on 

its breach of contract claim. Apprio II, 2022 WL 971001, at 

*1.

Zaccari now appeals the District Court’s partial summary 

judgment, summary judgment, and reconsideration rulings.

We have jurisdiction over each under 28 U.S.C. § 1291. We 

review the grant of partial and full summary judgment de novo,

Valancourt Books, LLC v. Garland, 82 F.4th 1222, 1231 (D.C. 

Cir. 2023); Klayman v. Judicial Watch, Inc., 6 F.4th 1301, 1314 

(D.C. Cir. 2021), and the denial of the motion for 

reconsideration for abuse of discretion, CostCommand, LLC v. 

WH Administrators, Inc., 820 F.3d 19, 23 (D.C. Cir. 2016). 

II. 

As relevant here, the District Court made two holdings. It 

first held in its partial summary judgment decision that 

Zaccari’s “acknowledgment” of the Agreement created a

binding contract that required Zaccari to assign all of his rights 

in the Updated Software to Apprio. Apprio I, 2021 WL 

2209404, at *6. Second, after denying Zaccari’s motion for 

reconsideration of the partial summary judgment decision, the 

District Court held on summary judgment that Zaccari had 

breached three provisions of the Agreement. For one, it held 

that Zaccari breached Section 1.1, which restricts disclosing, 

using, or publishing Apprio’s proprietary information, by 

submitting a copyright application for the Updated Software 

that included proprietary information on the program without 

Apprio’s authorization. Apprio II, 2022 WL 971001, at *10–

*11. For another, the District Court held that in refusing 

Apprio’s request that Zaccari execute a confirmatory 

assignment to Apprio for the Updated Software, Zaccari 
10

breached Section 2.8 of the Agreement, which requires the 

signer to “assist [Apprio] in every proper way to obtain, 

and . . . enforce, United States and foreign Proprietary Rights 

relating to Company Inventions” and “execute, verify and 

deliver such documents and perform such other acts” as Apprio 

“reasonably requests” to “obtain[]” or “perfect[]” the 

assignment of rights over Apprio’s inventions. Id. at *12. And 

finally, it held Zaccari breached Section 7, which required

Zaccari to “deliver to [Apprio] . . . any other material 

containing or disclosing any Company Inventions . . . or 

Proprietary Information of [Apprio]” at the end of his

employment, by retaining copies of the Updated Software after 

his termination. Id. We agree. 

A.

1.

“For an enforceable contract to exist, the court must not 

only determine that there was an agreement to all material 

terms, but also that the parties intended to be bound.” Duffy v. 

Duffy, 881 A.2d 630, 636–37 (D.C. 2005). District of 

Columbia law “adheres to an ‘objective’ law of contracts,”

which means that “the written language embodying the terms 

of an agreement will govern the rights and liabilities of the 

parties [regardless] of the intent of the parties at the time they 

entered into the contract,”—that is, “unless the written 

language is not susceptible of a clear and definite undertaking 

or unless there is fraud, duress, or mutual mistake.” Dyer v. 

Bilaal, 983 A.2d 349, 354–55 (D.C. 2009) (quoting DSP 

Venture Grp., Inc. v. Allen, 830 A.2d 850, 852 (D.C. 2003)). 

In practice, intent to be bound, “[m]utual assent,” or “meeting 

of the minds,” as to a contract, is “most clearly evidenced by 

the terms of a signed agreement,” but the “absence of one 

party’s signature on the written agreement will not defeat or 

invalidate the contract” if assent may otherwise be shown “by 
11

the conduct of the parties.” Davis v. Winfield, 664 A.2d 836, 

838 (D.C. 1995). Indeed, since the “ultimate issue” when it 

comes to mutual assent is whether the parties “objectively 

manifested” their intent “to be bound contractually,” Dyer, 983 

A.2d at 357 (quoting 1836 S. St. Tenants Ass’n v. Estate of B. 

Battle, 965 A.2d 832, 837 (D.C. 2009)), “[t]he intentions of 

parties to a contract can be found from written materials, oral 

expressions and the actions of the parties” as well, if needed 

beyond the written language of the contract, Duffy, 881 A.2d at 

637.

Since Zaccari does not challenge the enforceability of the 

Agreement for lack of an “agreement to all material terms,” id. 

at 636, the only relevant question for determining whether 

Zaccari’s “acknowledgment” of the Agreement formed a 

contract is whether the parties intended to be bound—and for 

two reasons, the answer is yes. First, Zaccari’s 

“acknowledgment” is a signature for contractual purposes. The 

Electronic Signatures in Global and National Commerce Act 

(“E-Sign Act”) provides that in “any transaction in or affecting 

interstate or foreign commerce,” a “signature, contract, or other 

record relating to such transaction may not be denied legal 

effect . . . solely because an electronic signature or electronic 

record was used in its formation.” 15 U.S.C. § 7001(a). As 

relevant here, the E-Sign Act also defines an “electronic 

signature” as “an electric 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.” Id. § 7006(5). Here, when Zaccari clicked the 

“Acknowledge” button, he engaged an “electric . . . process” 

that was “attached to or logically associated with” the 

Agreement and that falls within the expansive statutory 

definition of a signature. See id. As the District Court 
12

concluded, Zaccari’s admission that he intended to click the 

“Acknowledge” button is necessarily also an admission that he 

intended to sign the Agreement, see Apprio II, 2022 WL 

971001, at *8; his engagement in that “electric process” is an 

“objective[] manifest[ation]” of his intent to be bound, Dyer, 

983 A.2d at 357. Moreover, as a matter of common sense, 

Zaccari’s “acknowledgment” is meaningful evidence of his

intent to be bound in this particular circumstance because 

clicking a button in this manner is a common method of 

contractual acceptance in the world of clickwrap software 

contracts—the kind of contract Zaccari could reasonably be 

expected to be familiar with given his substantial background 

in computer programming.

Second, even if Zaccari had not signed the Agreement, his 

conduct otherwise evinces assent. See Davis, 664 A.2d at 838. 

Most notably, his decision to file Zaccari I to enforce the 

Agreement demonstrates that he considered the Agreement to 

be binding. Further, his admissions in the proceedings below 

that the Agreement is a contract belie his position on appeal. 

For example, Zaccari directly admitted in his amended answer 

to Apprio’s complaint that “Apprio and Zaccari entered into the 

Agreement” and that the Agreement is “a valid contract 

supported by consideration.” J.A. 700; see id. at 30. Zaccari 

also admitted that “he was bound to the Apprio Agreement” in 

his objections and responses to Apprio’s First Requests for 

Admissions. Id. at 565.

2. 

Zaccari’s objections are summarily unavailing. As an 

initial matter, his suggestion that the Agreement was a 

company policy rather than a contract is upended by, among 

other elements, the plain text of the opening and closing 
13

paragraphs of the Agreement. The preamble—which would 

have been immediately visible to Zaccari upon opening the 

document—clearly states, “I hereby agree as set forth herein.” 

Id. at 130. The conclusion, which Zaccari concedes he had the 

opportunity to read even if he chose not to, reiterates, “I 

acknowledge and agree that the language herein shall be 

deemed to be approved by all parties hereto.” Id. at 133. 

Zaccari cites no authority to justify this alleged distinction

between company policy and contract, leaving the Court only 

with these terms that typically indicate a contract. 

Next, Zaccari’s attempt to invalidate his assent to the 

Agreement through a manufactured distinction between his 

“acknowledgment” and an agreement splits hairs. The law is 

clear that the word “accept” is not necessary to the formation 

of a contract, and Apprio presents numerous examples of 

admissions and conduct that show Zaccari understood that he 

was bound by the Agreement. And his contention that the 

contract was not formed because “he did not read Section 11.9” 

is patently absurd. As a general rule “one who signs a contract 

has a duty to read it and is obligated according to its terms.” 

Pyles v. HSBC Bank USA, N.A., 172 A.3d 903, 907 (D.C. 2017)

(quoting PersTravel, Inc. v. Canal Square Assocs., 804 A.2d 

1108, 1110 (D.C. 2002)). Accordingly, “absent 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.” Id.

(quoting PersTravel, Inc., 804 A.2d at 1110). Zaccari had the

opportunity to read the Agreement when it appeared on his 

screen. He also does not allege that he “had no other choice 

than to sign at that point,” Pyles, 172 A.3d at 907, only that the 

only button available on the human resources portal read 

“Acknowledge.” Zaccari reasonably should have known that 

another option—closing the program—was available to him, 
14

but instead he clicked the “Acknowledge” button and 

manifested an acceptance that he now clearly regrets. 

Third, the statute of frauds defense Zaccari raises to assert

that his “acknowledgment” is an invalid signature is foreclosed 

by Anchorage-Hynning & Co. v. Moringiello. 697 F.2d 356 

(D.C. Cir. 1983). In that case, a prospective buyer in a real 

estate transaction stopped responding to a seller at the eleventh 

hour following extensive negotiations between the parties. Id.

at 358. As part of the parties’ negotiations, the seller drafted a 

proposed contract that it presented to the prospective buyer, 

who deemed it “completed and satisfactory.” Id. When it 

became clear that the prospective buyer was not coming back 

to close the deal, the seller filed suit. Id. at 359. The 

prospective buyer raised a statute of frauds defense but also

admitted that he had met with the seller to negotiate a sale and 

that he had been satisfied by the final contract draft. Id. In 

light of these admissions, the seller filed a request for 

admissions, seeking concessions that showed the parties had an 

oral agreement, but received no response. Id. at 359–60. The 

district court then ruled for the ever-vanishing prospective 

buyer on summary judgment but this Court, applying District 

of Columbia law, reversed on the grounds that “a defendant 

waives the protection of the statute of frauds, and hence is 

barred from asserting it defensively, by admitting during the 

course of discovery either the making of the contract or facts 

sufficient to establish its existence.” Id. at 362. So too here. 

Zaccari’s admissions conceding his understanding that the 

Agreement was binding mean that he cannot raise a statute of 

frauds defense now that a determination that the Agreement is 

valid is no longer in his interest. 
15

B. 

We now turn to whether the Agreement bound Zaccari to 

assign all rights in the Updated Software to Apprio. 

1. 

“Copyright first ‘subsists’ when an author ‘fix[es]’ a work 

‘in any tangible medium of expression.’” Valancourt Books, 

82 F.4th at 1232 (quoting 17 U.S.C. § 102(a)). The creation of 

the work, then, is the operative moment for determining 

whether copyright has been gained, as copyright protection is 

“both instant and automatic,” in that it “vests as soon as a work 

is captured in a tangible form, triggering a panoply of exclusive 

rights that can last over a century.” Georgia v. 

Public.Resource.Org, Inc., 590 U.S. 255, 275 (2020). 

Thereafter, under the Copyright Act, “each version [of the 

work] constitutes a separate work.” 17 U.S.C. § 101.

In light of this standard and the plain text of the 

Agreement, the District Court correctly interpreted this 

relatively straightforward Agreement. The Assignment of 

Inventions provision plainly assigns to Apprio all “right, title 

and interest in and to any and all Inventions” an employee 

makes, conceives of or reduces to practice “during the period 

of [their] Service” with Apprio. J.A. 131. Zaccari concedes 

that he created the Updated Software during his time at Apprio. 

The Updated Software, accordingly, is covered by this

provision as a subsequent version of the Initial Software that 

plainly stands alone as “a separate work.” 17 U.S.C. § 101. 

The District Court was also correct that none of the 

exceptions in the Prior Inventions provision or the Unassigned 

Inventions provision exempt Zaccari’s creations from the 

Assignment of Inventions provision of the Agreement. The 

Prior Inventions provision says that, in order to exclude an 
16

invention from the scope of the Agreement, the signatory is 

required to

set forth on a Previous Inventions Disclosure 

Form . . . a complete list of all Inventions that 

[they] have . . . developed . . . prior to the 

commencement of [their] Service, and that [they] 

both (a) may use in connection with [their] Service 

and (b) consider to be [their] property.

J.A. 130. Importantly, that provision also states that “[i]f no 

such disclosure is made, [the signatory] represents that there 

are no Prior Inventions.” Id. at 131. Accordingly, the only way 

to exclude a prior invention from the scope of the Agreement 

without a disclosure form is if the relevant invention developed 

“prior to the commencement” of an employee’s service is “not 

use[d] . . . in connection with [their] Service.” Id. at 130. 

Zaccari did not disclose the Initial Software. By the terms of 

the Agreement, his omission equates to a representation that 

the Initial Software is not an exempted prior invention. Zaccari

also used the Initial Software in connection with his service 

when he used it to create the Updated Software that he then 

brought to work to share with his colleagues and DCMA—an 

Apprio client Zaccari would not have had any relationship with

but for his position as an Apprio employee. For these reasons, 

the Prior Inventions provision does not exclude the Initial 

Software from the scope of the Agreement. 

The Updated Software is similarly not exempted through 

the Unassigned Inventions provision. That provision directs 

that the Assignment of Inventions provision does not apply to 

inventions “that [were] developed entirely on [the employee’s] 

own time without using the Company’s equipment, supplies, 

facilities, or trade secrets and neither related to the Company’s 

actual or anticipated business, research or development, nor 
17

resulted from work performed by [the employee] for the 

Company.” Id. at 131. Even though Zaccari created the 

Updated Software on his own time and equipment, its purpose 

and function show that it is unquestionably related to Apprio’s 

actual “business, research [and] development” with DCMA. 

Indeed, this alignment is what motivated Zaccari to bring the 

Updated Software to his office for a demonstration before his 

colleagues and a DCMA representative in the first place. To 

conclude otherwise would require ignoring the basic facts in 

the record.

2.

Zaccari protests this conclusion with an assertion that, 

even if the Agreement is a binding contract, it did not 

effectively assign his copyright in the Updated Software to 

Apprio. In support, Zaccari posits that (1) the Assignment of 

Inventions provision cannot apply to any portion of the 

Updated Software that replicates any element of the Initial 

Software; (2) the Prior Inventions provision cannot assign his 

rights in the Updated Software because it is a license provision 

rather than an assignment provision; and (3) the Unassigned 

Inventions provision should be read to protect his rights in both 

versions of the software because the four criteria in that 

provision mirror the language of certain state labor statutes that 

are designed to “limit[] employer claims to employee 

intellectual property.” Appellant’s Br. 25 (emphasis in 

original). In addition to these three main points, Zaccari also 

contends that each provision should be construed in his favor 

because they are, in one manner or another, ambiguous. 

Despite Zaccari’s creative engagement with this issue, the 

Court cannot entertain a number of his arguments because they 

have been forfeited. “It is well settled that issues and legal 

theories not asserted at the District Court level ordinarily will 

not be heard on appeal.” Huron v. Cobert, 809 F.3d 1274, 1280 
18

(D.C. Cir. 2016) (quoting District of Columbia v. Air Florida, 

Inc., 750 F.2d 1077, 1084 (D.C. Cir. 1984)). This applies 

equally to issues and arguments; “absent exceptional 

circumstances, a party forfeits an argument by failing to press 

it in district court.” Gov’t of Manitoba v. Bernhardt, 923 F.3d 

173, 179 (D.C. Cir. 2019). Moreover, “[a] party forfeits an 

argument by mentioning it only ‘in the most skeletal way, 

leaving the court to do counsel’s work, create the ossature for 

the argument, and put flesh on its bones.’” Id. (quoting 

Schneider v. Kissinger, 412 F.3d 190, 200 n.1 (D.C. Cir. 

2005)); see also District of Columbia v. Straus, 590 F.3d 898, 

903 (D.C. Cir. 2010).

Accordingly, Zaccari’s Assignment of Inventions 

provision objections cannot be heard on appeal. Zaccari 

specifically argues that the Assignment of Inventions provision 

does not require that he turn over any portion of the Updated 

Software that replicates any portion of code from the Initial 

Software because the Updated Software is a derivative work, 

which the Copyright Act defines as a “work based upon one or 

more preexisting works,” 17 U.S.C. § 101, that only allows for 

transfer of copyright in “the material contributed by the author 

of [the derivative] work” and not “any exclusive right in the 

preexisting material,” id. § 103. Put simply, Zaccari did not 

develop the legal argument necessary to even gesture at the 

possibility that the Updated Software could be classified as a 

derivative work in the proceedings below. Even going so far 

as to consider that he alleged that the Updated Software was 

derivative of the Initial Software in Zaccari I, he appears to 

have raised that point in a wholly different context—to assert 

that Apprio had created derivative works of the Updated 

Software without his permission. Seeing no “exceptional 

circumstances” that warrant consideration of this argument, it 

will not be considered because the District Court did not have 
19

an opportunity to pass on the issue with the benefit of the 

factual record before it. Air Florida, Inc., 750 F.2d at 1084.

Zaccari’s contentions that he should have prevailed on 

summary judgment because a number of contractual terms 

were ambiguous meet the same fate. For the same reasons 

described above, the Court cannot consider this argument. 

There are zero references to “ambiguities” or “contra 

proferentem”1 in the record before us. While Zaccari did cite 

to caselaw in his opposition to partial summary judgment that 

addresses how contractual ambiguities should be resolved, he 

presented his attendant argument only in the “most skeletal 

way,” Gov’t of Manitoba, 923 F.3d at 179 (quoting Schneider, 

412 F.3d at 200 n.1)—he neither interpreted those cases to 

support an argument about the resolution of ambiguities nor 

raised the doctrine of contra proferentem.

Zaccari’s remaining contract interpretation arguments, 

while not forfeited, are easily dispatched as inapposite or 

unpersuasive. His contention that the Updated Software cannot 

be assigned through the Prior Inventions provision is irrelevant 

to any of the holdings in the District Court or the questions on 

appeal—the Agreement effectively assigns Zaccari’s rights in 

the Updated Software to Apprio through the Assignment of 

Inventions Provision, not the Prior Inventions provision. To 

the degree that Zaccari is arguing that Apprio is not entitled to

the assignment of rights in anything but the derivative material 

in the Updated Software and that the Prior Inventions provision 

fails to effectively license the original code from the Initial 

Software to Apprio, that argument is foreclosed by Zaccari’s 

own failure to reserve his rights in the Initial Software as a 

1 Contra proferentem is “[t]he doctrine that, in the interpretation of 

documents, ambiguities are to be construed unfavorably to the 

drafter.” Contra Proferentem, BLACK’S LAW DICTIONARY (11th ed. 

2019).
20

separate prior invention. Without such a designation, the 

Updated Software is for all intents and purposes a complete 

work that Zaccari must assign, in its totality, to Apprio. 

His next argument—that the Updated Software meets the 

requirements laid out in the Unassigned Inventions provision 

for exemption from the Agreement—relies on a wild assertion 

that the plain text of that provision should be informed by 

outside sources completely unrelated to the contract. On 

Zaccari’s read, the text of the provision should be contorted to

serve public policy interests in limiting employer claims to 

employee intellectual property because the text is substantively 

similar to certain provisions in state labor statutes in California, 

Delaware, Illinois, Kansas, Minnesota, North Carolina, and 

Washington. Separate and apart from the fact that the 

Agreement is governed by District of Columbia law rather than 

the law of any of these states, this is also just not how contract 

interpretation works. As a general matter, “the court interprets 

the unambiguous terms of a contract as a matter of law.” 

Steuart Inv. Co. v. The Meyer Grp., Ltd., 61 A.3d 1227, 1239 

(D.C. 2013). “[W]here a contract is ‘reasonably susceptible of 

different constructions or interpretation,’” however, “‘the 

meaning of the language must be evinced from extrinsic 

evidence on the intent of the parties.’” Id. (quoting District of 

Columbia v. D.C. Pub. Serv. Comm’n, 963 A.2d 1144, 1155–

56 (D.C. 2009)). Zaccari does not allege that the Unassigned 

Inventions provision is ambiguous. We agree, so we must 

interpret the terms of this provision of the Agreement by 

themselves. Even if Zaccari had alleged the Unassigned 

Inventions provision was ambiguous, the interpreting court 

would be limited to considering “extrinsic evidence” like “the 

conduct and prior dealings of the parties, the circumstances 

surrounding the making of the contract, and industry 

standards” that actually gets at the intent of the parties—not a 

small smattering of state statutes with similar language that had 
21

no bearing on the parties’ intentions with respect to the 

contract. Id.

Zaccari makes a final passing allegation that the District 

Court erred in finding that the Agreement was retroactively 

applicable, urging instead that the earliest effective date of the 

Agreement would have been the date of his “acknowledgment”

if the facts are construed in the light most favorable to him. 

The Agreement, however, renders this objection null, as it 

unambiguously explains that the contract applies to inventions 

created during “[Zaccari’s] Service,” which the Agreement 

defines as “all times during [his] employment.” J.A. 130. 

C.

Finally, Zaccari argues that he did not breach the 

Agreement and that the District Court’s breach of contract 

analysis was flawed. This argument, however, is also forfeited. 

In his briefs, Zaccari challenges the District Court’s 

holding as to each section he breached. He first contends that 

he did not violate Section 1.1 of the Agreement, which 

prohibits public disclosures of Apprio’s proprietary 

information, by “[p]roviding a single deposit copy of an 

unpublished work to the Copyright Office,” Appellant’s Br. 63, 

because the restrictions in that section are most reasonably read 

to prohibit “disclosures of a public nature or perhaps giving of 

information to commercial competitors,” rather than 

submitting information to the Copyright Office, id. at 65. 

Zaccari next argues that his refusal to execute a “Confirmatory 

Assignment of Copyright” agreement (“Confirmatory 

Agreement”) is not a violation of Section 2.8 of the Agreement, 

which requires the employee to “execute, verify and deliver 

assignments of . . . Proprietary Rights to the Company,” id. at 
22

63, because the Confirmatory Agreement would take away his 

“moral rights,” which he says are not governed by the 

Agreement,

2 id. at 67. Third, Zaccari objects that he did not 

violate Section 7 of the Agreement, which governs the return 

of company documents and property upon employee 

termination, because he “retain[ed] documents and materials 

already owned and possessed by [himself]” and did not “breach 

any obligation to ‘[return]’ them” under the Agreement. Id. at 

63. 

As in the case of the forfeited arguments described in the 

previous section, we need not consider Zaccari’s breach of 

contract arguments at all because they were “not asserted at the 

District Court level.” Huron, 809 F.3d at 1280 (quoting Air 

Florida, Inc., 750 F.2d at 1084). He did not meaningfully 

dispute that he had breached Sections 1.1, 2.8 and 7 of the 

Agreement in any of his briefs. Instead, he dedicated his entire 

opposition to summary judgment below to his statute of frauds 

argument. His defense against the breach of contract 

allegations is composed of one conclusory statement: “In the 

absence of a binding contract . . . there can be . . . no[] breach 

by” Zaccari. J.A. 1516. Because Zaccari failed to assert these

arguments in the District Court, they are forfeited.

2 Moral rights, in countries that recognize such rights, are distinguished 

from copyrights and may include “a right of divulgation (that is, the right to 

control the first public distribution)[;]” “a right of attribution (the right to 

receive credit for the work)[;]” “a right of integrity (the right to object to 

alterations in the work which will damage the author’s honor and 

reputation)[;]” and “a right to withdraw the work from circulation.” MARY 

LAFRANCE, COPYRIGHT LAW IN A NUTSHELL 195 (2d ed. 2011); see also 

MELVILLE B. NIMMER & DAVID NIMMER, 3 NIMMER ON COPYRIGHT

§§ 8D.01[A] (Matthew Bender rev. ed. 2023).
23

* * * * *

For the foregoing reasons, we affirm the judgments of the 

District Court. 

So ordered.