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Should a tech follow an order to violate a nondisclosure agreement?

The CFO instructs a tech to demonstrate a program to the developers of a rival product, thereby violating the nondisclosure agreement. If you were this tech, what would you do?


Mary works in the two-person IT department of a privately owned manufacturing company. She and her coworker report directly to the company's CFO. When asked by a member of the accounting department to violate an application's nondisclosure agreement, Mary takes her concerns to her boss—and she's surprised by his answer. Here's her story.

Bad implementation leads to software purchase
Mary's company currently uses accounting software from company X. The accounting department acquired and implemented this software in the 1980s, before the company had an IT department. Unfortunately, during the implementation process, the system's chart of accounts was created without any discernible structure. This poor decision turned an adequate product into a system that is very difficult to use, unreliable, and a nightmare to support.

Not only does the IT team support the accounting system, it is also tasked with writing queries to generate financial statements. The system's lack of structure, however, makes this task very cumbersome and in some cases almost impossible. The accounting department misinterprets this failure as a shortcoming of the software and not of the company's particular implementation. As Mary puts it, "The chief accountant cannot recognize, much less reconcile to, a problem he has himself created. To fix the problem, he is determined to replace the accounting software with something else."

A sneak peek at the competition
Mary's company performed a cursory review of available applications and found a potential vendor, brand Y, which appears on the surface to be a good fit for the company. This application is a precursor to an ERP system, which will integrate the accounting system, purchasing, HR, shipping, and production.

Upon examining the new all-inclusive system, the chief accountant discovered some shortcomings in the accounting modules. To illustrate the features that the chief accountant wanted, he decided to call in the vendor for software Y and demonstrate the features of software X.

Like many other software vendors, brand X requires that clients sign a nondisclosure agreement expressly prohibiting this type of activity. Mary and her coworker alerted the chief accountant to the nondisclosure agreement's existence and informed him that the company was not permitted to reveal brand X to brand Y. The chief accountant lost his temper, telling Mary and her fellow tech that he could care less about the nondisclosure agreement and was going through with the demonstration.

Mary and her teammate went to the CFO, who's also the chief accountant's boss, and reiterated their concerns. Unfortunately, the CFO did not take their concerns seriously and allowed the chief accountant to violate the nondisclosure agreement.

Now neither Mary nor her coworker knows how to proceed. "If the CFO is capable of making such unethical decisions it does not bode well for the future—what if we get into a dispute over licensing?" asked Mary. "If the CFO lacks the moral fiber to respect and conform to legal requirements concerning the ownership of software, then we strongly suspect that he would not hesitate in allowing us to be the scapegoats in the event that the company is sued.” If you were Mary, what would you do?

We want to hear what you have to say!
You can submit your ideas either by e-mail or by posting a discussion item at the end of this column. A week after the publication of a scenario, we'll pull together the most interesting solutions and common themes from the discussion. We will later present them with the situation's actual outcome in a follow-up article. You may continue to add discussion items after the week has elapsed, but to be eligible for inclusion in the follow-up article, your suggestions must be received within a week of the scenario's publication.

How should a tech handle a potential IT outsourcing deal?
In a previous article we presented the case of a support tech who accidentally became aware that the CIO was talking with an IT outsourcing company because of her discontent with the IT manager. While virtually all of your responses suggested that the tech should at least be prepared to seek alternative employment, some expressed the belief that the situation was not hopeless and offered some very practical advice to the tech, such as:
  • Accept the situation and give the CIO full cooperation—the IT department is obviously not meeting the organization's needs.
  • Keep doing his job to the best of his ability while investigating the outsourcing company because, as LadyPM suggests, “Many of these companies will hire existing IT staff who already know the environment and the customer base.”
  • TechRepublic member VW_Feature proposed that, “First he should talk with his boss [and] assuming Matt can get him to buy in on bringing in outside IT to fix the remote access, they should both go to the CIO with that proposal…. If his boss won't go, he should go alone, and try to get his buy in afterwards. No secrecy. Either way, he takes care of himself, the department, and the company—and that's what matters.”

And, finally, member PDH13009 reminded us all that in this and other similarly difficult situations, “The most important thing is to follow your beliefs as to what is right and what you can live with.”

So what did our tech actually do?
As many of you suggested that he should, the tech made the decision that the only course of action that could possibly preserve his job was to fully cooperate with the CIO and her outsourcing plans. To this end, with the reluctant approval of the IT manager, the tech researched some alternative prescription computer service companies and sent the results of his research to the CIO. The CIO has yet to respond.

Since then, the tech has been asked to provide a complete asset inventory and network diagram to the outsourcing company. The tech e-mailed the information directly to the address provided, copying the manager and the CIO. In the text of the message, he took the opportunity to express his willingness to work with the company by providing any additional information it may need. Meanwhile, he has updated his resume and has signed up with several online employment agencies. We will stay in touch with the tech and report on any further developments in his situation.

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