Anu was employed as a senior engineer at a large civil engineering company known as Brown Iveson Lee Douglas Pty Ltd (BILD). The BILD board of directors consists of Jerry (Chair), Erik (CEO and MD), Mary (CFO) and Lee, Oren and Sally as non- executive directors. After years of hard work, Anu is made Director of Engineering services at BILD. This role gives her responsibility for overseeing all of the company's major engineering contracts. She reports to Erik for most matters, but has been given delegated authority by the board to sign off on contracts up to $5 million (with larger contracts needing board approval). Anu reports to Mary on workplace health and safety matters.

Upon accepting her appointment, Anu signed an employment agreement which provided, among other things, for the protection of BILD's intellectual property (including but not limited to trademarks, patents, copyrights, processes, publications, know-how, registered designs or other like rights or any right to apply for registration of any of the former). In this respect, the agreement specifically provided that Anu must disclose to BILD promptly and fully all discoveries, improvements and inventions made or conceived by Anu (either solely or jointly with others) in the course of performing any work for BILD. Such discoveries, improvements and inventions, whether or not they contain Intellectual Property rights capable of protection, shall be and remain the sole and exclusive property of BILD (or its nominees). In signing the agreement, Anu acknowledged that BILD owns all Intellectual Property created by Anu in connection with the work she performs for BILD that now exist or that later come into existence and she covenanted to assig

all her rights in such Intellectual Property to BILD and to do all things and execute all documents necessary to secure BILD's ownership of the Intellectual Property.

During her work on a recent job Anu got an idea for a new way to reinforce concrete. This is not usually part of her job (which is overall project management), but she just thought of the idea randomly one day while working on a job site. In her spare time on weekends, Anu tinkers with different ways to reinforce concrete. She has picked up a lot of knowledge of building materials during her work with BILD. Anu also contacts an industrial testing centre that BILD regularly uses to ask them to test the new reinforced concrete she's made at home.

Anu initially uses her BILD email to contact the testing centre, but then uses her Gmail account. She pays the testing centre with her own money, although she drives to the testing centre in her BILD company car (which she is permitted to use for personal trips as it's part of her salary package). The test results are amazing and suggest that the new reinforcement method will produce 20% stronger concrete and could revolutionise the building industry. Anu discusses the results with some of her most trusted colleagues at BILD (Bill and Ben), who agree that this is a major development in building techniques.

Anu, Bill and Ben decide to set up their own company (Strongr Pty Ltd) to exploit the new concrete reinforcing technique. Anu will own 60% of the shares in the company and take on the role of non-executive chair of the board. Bill and Ben will be co- managing directors of Strongr and conduct all of the management of the new company. Bill and Ben also own 20% of the shares in Strongr each. Anu, Bill and Ben then all decided to resign from BILD, with Bill and Ben resigning immediately. Anu will resign in 1 month but prior to that she signs up Strongr to a $10 million supply contract with BILD, and she puts a clause in the contract that Strongr will not be liable for defect in the materials supplied. Anu included details of this contract in a report to the CEO, at a time when she knew he was very busy preparing for the company's annual financial accounts. The CEO said nothing about the contract. Anu also entered into a $5 million contract with a waste management company (WasteCo) that is owned and managed by Anu's husband. She says nothing to the CFO or CEO about this contract as she assumes it is within her power to sign off on it.

Technically, waste management services come within the scope of the CFO's authority. Anu then goes into the BILD computer system using the login of the CFO and changes several details about the contracts to say that they were approved by the CFO when she knew they were not. The CFO is often lax with security on their computer and on this day they left the computer on when they went to lunch which allowed Anu to access the system. After Anu resigns, BILD's auditors discover what she did. BILD refuses to honour the contracts with Strongr and WasteCo.

Advise BILD's board as to its legal rights against Strongr and WasteCo.