Sheila Mason & Craig Shepherd (Abridged)
Character Definition –
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Sheila Mason – Presently she is working in American Telecommunications Software,
Inc (ATS). She is working there from past 5 years and has a total experience of 8
years post MBA. She has risen to role of VP Sales and Marketing from the initial
joining as Director of Business Development.
Craig Shepherd – Craig is Manager of Documentation and support of
Documentation and Support at Nova Software Company. He has a past experience
in computer science and was a programmer earlier. He has a work experience of
more than 12 years at different roles and locations.
ATS - ATS has developed a successful suite of products that served telecom
customers, as well as a significant service that included helping customers
implement software solutions.
Nova – Nova’s products were used by other software developers in the department
or company as development tools to create end-user software applications. It
supplied an entire programming development environment that facilitated both
development and support of applications utilizing a UNIX operating system.
Issue at hand - Sheila and Craig wanted to start a company tentatively named Intelisoft
which will develop and sell a software “translation engine” that would convert software
programmes written from one operating system to another suitable for use in different
UNIX based operating systems. This translator can remove the considerable about of time
and effort to convert legacy software system into UNIX based system.
E.g. – IBM Mainframe operating structure can be reprogrammed in JAVA or C++.
As both of the person was already employed at higher level of the organisation and have
huge industry experience and exposure using the clientele and their respective companies’
structures. They are trying to leverage their reach to get into a partnership with a potential
investor/company/Venture Capitalists. Sheila wanted to go into NDA with the potential
partner to protect their identity and project as it may come under her company purview.
Many VCs rejected the offer to sign an NDA with them. NDA was very useful as this specific
software or set of codes can easily be used, copied or manipulated to be used at more
software companies’ sites.
Non-Disclosure Agreement – To protect the confidentiality of information, document, files
etc between the parties to the NDA.
Two most contentious matters are of IPR and EC for the company Nova and ATS against
their respective employee. This information can be concluded from the Exhibit 1,2 and 3.
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Intellectual Property Right - The main purpose of intellectual property law is to
encourage the creation of a wide variety of intellectual goods. To achieve this, the
law gives people and businesses property rights to the information and intellectual
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goods they create, usually for a limited period of time. This gives economic incentive
for their creation, because it allows people to profit from the information and
intellectual goods they create.
In India, the Law on the subject is covered by the Copyright Act, the Trade and
Merchandise Marks Act, Patents Act and the Designs Act.
Employment Contracts/Obligations – In this case, major topic of discussion is of
(1) Non-Solicitation – You will not induce employee/customers away from the
company.
(2) Non-Compete – Not to join a rival firm in the near future or start a
competitor firm on your own.
The Indian Contract Act, 1872 deals with the legality of such non-compete
covenants.
Additionally, we can conclude Sheila was more calculated and measured in her response to
assess the potential risk involved than the Craig was, and hence was pushing for NDA with
VCs and was very thoughtful of her actions that can impact her career in the ATS.
Prospective actions which can be taken against them –
As these people were at such a high position in their companies that they can drive the
potential customer, information, product away from the company and mark profit against it.
They were doing the same, which was a clear violation of IPR and Employee Contracts.
Hence punitive actions can be taken against them under IPR and ECs which can consist of jail
time or huge fines against their liabilities or both.
Formulated by –
Shubham Kumar
20P057
PGPM Sec-A