If you are stuck in such a situation, here is what to do.

A young software developer, Mr. Alok Sharma from Jaipur, finds himself in a peculiar legal situation. Several months ago, he applied for a position at Innovatech Solutions Pvt. Ltd., a prominent tech firm based in Noida. After his resume was shortlisted, the company sent him a technical assignment via email. The task was to develop a data analytics dashboard. The detailed email concluded with a clear confidentiality notice.

The notice explicitly stated: “The contents of this assignment and any work produced in response to it are strictly confidential… intended solely for the Innovatech Solutions Pvt. Ltd. recruitment process and should not be posted publicly or shared… do not publicly post your assignment on GitHub or Youtube. Everything must remain private…”

Oblivious to the full implications of this clause, Mr. Sharma created a public repository on GitHub for the project from the very beginning. He spent a couple of weeks implementing the core features and submitted the link to the company. Months passed without any communication from Innovatech Solutions. Proud of his work, Mr. Sharma recently decided to feature this project on his resume to showcase his skills to other potential employers.

This week, he received an unexpected email from Innovatech Solutions. The company cited a breach of the confidentiality agreement and demanded the immediate removal of the public repository. Mr. Sharma attempted to negotiate, offering to remove any mention of the company and anonymize the project, but the firm was adamant about complete removal. He is now concerned as he has already sent out numerous job applications with his resume linking to this project and seeks to understand his rights over the code he authored.

Advice in such cases

Navigating such a dispute requires a careful understanding of the interplay between contract law and intellectual property rights. While you authored the code, the conditions under which you created it matter significantly.

• Review the Agreement: The confidentiality clause in the email is the cornerstone of the company’s claim. By submitting the assignment, you implicitly accepted these terms, forming a binding agreement.
• Understand the Ownership: Under the Copyright Act, 1957, the author of a work is the first owner. Since you were not an employee, the code you wrote is your intellectual property. However, this ownership is burdened by the contractual obligation of confidentiality you agreed to.
• Negotiate a Resolution: The company’s primary concern is likely the public disclosure of their recruitment methods or proprietary problem statements. Proposing to make the repository private, rather than deleting it, is often a reasonable compromise. This respects their confidentiality while allowing you to retain access to your work for private demonstrations to future employers.
• Assess the Risk: While the company can legally pursue a claim for breach of contract, the cost and negative publicity of suing an individual job applicant often outweigh the potential benefits. Their primary goal is compliance, not litigation.

Applicable Sections of Law

This situation primarily involves civil law, specifically the laws governing contracts and copyright.

• The Copyright Act, 1957: Section 17 establishes that the author of a work is the first owner of the copyright. As you were not an employee of Innovatech Solutions when you wrote the code, you are the author and owner. The work itself, being a computer program, is protected as a ‘literary work’.
• The Indian Contract Act, 1872: An agreement made via email is valid and enforceable. The company’s email with the confidentiality clause and your subsequent submission of the work constitute an agreement. Their claim is based on a breach of this contract. Under Section 73, they could potentially claim damages, but they would have to prove that your public posting of the code caused them a tangible loss.

If you are the complainant

If you represent the company and an applicant has breached a confidentiality agreement:

• Send a Formal Notice: The first step is to send a clear and formal communication, often a legal notice, to the individual. This notice should outline the specific clause that was breached, provide evidence of the breach (e.g., a link to the public repository), and state the required action (e.g., removal of the content).
• Document Everything: Preserve all evidence, including the initial email with the assignment and confidentiality clause, and screenshots of the public repository. This documentation is crucial if legal action becomes necessary.
• Consult with Lawyer: The very basic and important step to start is talk to Lawyer / advocate. You should not hesitate in paying his consultation fee i.e. might be in range of Rs. 10,000 to 50,000 depends case to case. He is helping you in this situation of come out. He is expert in the domain and can help you explain the procedure which you might have never explored. A good lawyer can get the issues resolved much faster than you think. A lawyer can draft a legally sound notice and advise on the viability of filing a suit for an injunction to force removal and claim damages for the breach.

If you are the victim

If you are the applicant, like Mr. Sharma, who has received such a notice:

• Stay Calm and Professional: Avoid emotional responses. Do not delete communications or engage in hostile arguments. Your professionalism will be important in resolving the matter amicably.
• Preserve Records: Keep a copy of all emails exchanged with the company, including the initial assignment and your submission.
• Consider a Temporary Measure: While you seek advice, consider making the GitHub repository private. This is a sign of good faith and de-escalates the immediate conflict, showing that you take their concern seriously.
• Consult with Lawyer: The very basic and important step to start is talk to Lawyer / advocate. You should not hesitate in paying his consultation fee i.e. might be in range of Rs. 10,000 to 50,000 depends case to case. He is helping you in this situation of come out. He is expert in the domain and can help you explain the procedure which you might have never explored. A good lawyer can get the issues resolved much faster than you think. Your lawyer can analyze the specific terms of the agreement, explain your rights and obligations, and help you draft a response to the company to negotiate a favourable outcome.

How the police behave in such cases

The police have no role in this matter. A breach of a confidentiality agreement is a civil wrong, not a criminal offense. The dispute is between two private parties over contractual obligations and intellectual property. The correct forum for resolving such a dispute is a civil court, not a police station. The police will not register an FIR or take any action in such cases.

FAQs people normally have

• Can the company really sue me over this?
  Legally, yes, they can file a civil suit for breach of contract. However, in practice, it is rare for a company to initiate expensive and time-consuming litigation against a job applicant for such an issue. They are more likely to pursue the matter only if the disclosed information is highly sensitive or proprietary.
• Do I own the copyright to the code I wrote for the assignment?
  Yes. Under Section 17 of the Copyright Act, 1957, as the author, you are the first owner of the copyright. However, this ownership does not free you from the confidentiality agreement you accepted. You own the code but have agreed not to share it publicly.
• Is a confidentiality clause in an email legally binding in India?
  Yes. Under the Indian Contract Act, 1872, and the Information Technology Act, 2000, agreements made through electronic communication like email are considered legally valid and enforceable, provided they meet the basic requirements of a contract.

What evidence is required?

Should the matter escalate, the key pieces of evidence would be:

• The complete email from the company containing the assignment details and the confidentiality notice.
• The email you sent submitting your work.
• All subsequent email communication from the company demanding the removal of the code.
• A complete clone or screenshots of the public GitHub repository as it existed.

How long will the investigation take?

As this is a civil matter, there is no “investigation” in the criminal sense. If the company were to file a lawsuit, the judicial process in India can be lengthy. A civil suit can take several years to proceed through the stages of filing, summons, pleadings, evidence, and final arguments. However, the vast majority of such disputes are resolved much more quickly through out-of-court negotiations or settlement, often within a few weeks or months after legal notices are exchanged.

Advocate Sudhir Rao, Supreme Court of India