NANYANG BUSINESS SCHOOL

Business Law Division

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CONFIDENTIAL INFORMATION CASE STUDY:

Jeremy & MO Pte Ltd
Jeremy is a much sought after expert in a field of software development. His greatest
achievement was to work on a project that was funded by the World Bank to create
specialised ground breaking software for the national governments of the South East Asian
region to develop their civil service training programme.
His solution was to provide a robust and easy to use online learning solution which the
World Bank can use for other developing nations. This whole process was fully funded by
the World Bank and Jeremy was well paid for it. In his engagement with the World Bank, he
signed a Non Disclosure Agreement with them.
In particular, he was not to divulge any information about the development of the software
solution including the software codes. In turn while he was working with each of the several
governments, he had to sign separate NDAs with each government as he had access to all
kinds of sensitive and confidential information about the various government officials,
procedures and policies.
Jeremys extensive experience arising from this project that lasted for 6 years made him the
most sought after expert in developing online training solutions for governments.
Accordingly he was head hunted by MO Pte Ltd to help head up their new programme to
provide educational and policy development structures for developing countries on a
commercial basis. Jeremy was in the final list of 3 candidates from a list of over 50.
Jeremy like all other candidates had to endure a very comprehensive hiring process that
included 6 interviews by various international members of MO Pte Ltd. Even before he had
begun the process of interviews, he was asked to come to the head office of MO Pte Ltd to
sign a Non-Disclosure Agreement (see Appendix 1).
During the process of the interviews he was put through various steps. He found himself in
some difficulties with some information. He would like to ask you to advise him as to what
are his responsibilities, rights and liabilities with regards to the information in question.
(1) All 50 candidates had in the beginning were given a 2 hour long briefing about the
plans of MO Pte Ltd to develop a new division to provide online training solution
civil service for developing governments. During that briefing, all the candidates
received detailed information as to which governments are looking at buying such
solutions, the number of civil servants expected to participate in each programme, the
type of programmes being developed for each member countries targeted, the
various content providers being targeted to come on board the venture and how they
plan to finance, develop and deliver the solution to the governments. All the
candidates were also told which governments had already entered into agreement
with MO Pte Ltd and which governments have indicated some interest and which
governments are in the wait and see mode.
(a) Jeremy realises that the information that MO Pte Ltd has for one of the
countries featured were incorrect. He feels that if he shared what he knows

with MO Pte Ltd, he would stand a better chance of getting the job. The
problem he has is that the information he knows was garnered during his
work with the countries. However, some of the information has since been
made public in local language but had been reported erroneously in English.
Does he face liability if he divulged the information?
(b) Nevertheless, Jeremy thought that the information shared by MO Pte Ltd was
very useful and interesting and realised with his skill and knowledge and
what he now knows after the briefing, he can approach any bank or venture
capitalists to fund a project that deals with the school programme use of
online learning (rather than government use). He honestly believes that this is
very lucrative AND that this does not in any way breach his duty to keep the
information confidential. Jeremy would like you to confirm that his view is
correct.

(2) After the initial briefing and initial interviews, Jeremy was in the last 3 candidates.
For the last three, MO Pte Ltd flew them to their regional headquarters in Beijing and
then to the headquarters in the US to be interviewed by the CEO and Chairman. At
the visits of these locations the three were wined and dined by their top management.
During all their contact time many ideas were exchanged and views shared about the
intended project for the regional developing countries. Jeremy however managed to
find out very interesting and useful information about the MO Pte Ltds projects in
China. None of them were however about the online learning solution but about
useful strategic methods of compelling the Chinese government to use their software
for streamlining processes with less red tape. Can Jeremy use this information about
China with his friends?

(3) During his visit to the CEOs office in the US, he managed to read a file marked
SECRET while he was seating in the waiting area outside his office. Fortunately for
him the secretary stepped out to the toilet for a minute. Jeremy was unable to prevent
himself from reading the file which covered useful information about several corrupt
officials that had been paid by MO Pte Ltd to award them the project. Jeremy has
close friends in high office of that corrupt officials country in question. He feels very
strongly that he needs to inform his friends there. He wishes you to advise him
whether he can be prevented by law to divulge this information that he had
wrongfully obtained.

APPENDIX 1
NON DISCLOSURE AGREEMENT (Agreement)
CANDIDATES FOR EMPLOYMENT
This is a Non-Disclosure Agreement for persons who are being considered for employment
As a candidate for employment (Candidate) with MO Pte Ltd (MOP), and in consideration of the
disclosure of Confidential Information by MOP to me during the recruitment process and the possibility of
employment being offered to me by MOP, I acknowledge and agree as follows:
1.

Non-Disclosure of Confidential Information

I will maintain the confidentiality and not disclose to anyone outside MOP or use for any purpose other that
as required in the course of this recruitment process, any Confidential Information of MOP or any MOP
Affiliate. I acknowledge and agree that any non-public information which is provided or made available to
me, whether verbally, electronically, in writing or otherwise, during the recruitment process with MOP is
Confidential Information of MOP.
In this Agreement, MOP Affiliate means any person, partnership, joint venture, corporation or other form
of enterprise, domestic or foreign, which has direct or indirect control of, is controlled by, or is under
common control with MOP, including without limitation, MOP Corporation U.S.A.

2.

Non-Disclosure of Other Entities Confidential Information

If I am invited to interview for possible employment with MOP, then I understand and acknowledge that
MOPs interest in me is limited to my general knowledge, background, experience, skills and abilities, and
does not include any knowledge I may have of confidential information which belong to a current or prior
employer or to any other person or entity. I agree that at no time will I disclose to MOP or use in any
discussions I may have with MOP any confidential information of any current or prior employer or of any
other person or entity.

3.

Terms of Employment Offer Confidential

The terms of any offer of employment, including without limitation the terms of any employment letter,
non disclosure agreement or other source of information as to the proposed terms and conditions of my
employment with MOP, are provided on a confidential basis, and I agree to maintain the confidentiality of
and not disclose to any person outside of MOP such documents or information.
Further, I agree that, in the event of an offer of employment being made to me by MOP and that offer not
being accepted, I will immediately return to MOP any documents or information provided to me as part of
the offer of employment or in the course of the recruitment process.
I agree that the obligations of confidentiality imposed upon me under this Agreement continue despite the
termination of this Agreement or otherwise in the event that an offer of employment is made to me by MOP
and not accepted by me.

4.

Miscellaneous
All Confidential Information and documents or other materials provided or made available to me during the
recruitment process shall remain the property of MOP. Any unreleased MOP products provided to me are
provided as is. This Agreement constitutes the entire agreement between the parties with respect to the
subject matter it deals with, and it may be modified only by agreement in writing. If any provision of this
Agreement is held by a court or tribunal to be illegal, invalid or unenforceable, the remaining provisions
shall have full force and effect.

I HAVE READ AND AGREE TO THE TERMS OF THIS AGREEMENT.

Candidates Name:

..

Candidates Signature: .

Date: