Proprietary Information And Inventions Agreement for the United Kingdom

Proprietary Information And Inventions Agreement Template for England and Wales

A legal agreement governed by English and Welsh law that establishes the terms for protecting an organization's confidential information and intellectual property. The agreement covers the ownership and assignment of inventions created during employment, confidentiality obligations, and the handling of proprietary information. It ensures compliance with UK intellectual property laws, including the Patents Act 1977 and Trade Secrets Regulations 2018, while providing mechanisms for protecting company assets and innovations.

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What is a Proprietary Information And Inventions Agreement?

The Proprietary Information And Inventions Agreement is essential for organizations in England and Wales seeking to protect their intellectual assets and maintain competitive advantage. This agreement should be implemented when employees or contractors will have access to sensitive information or may create intellectual property during their engagement. It covers confidentiality obligations, invention assignment, intellectual property rights, and post-employment obligations. The agreement ensures compliance with UK intellectual property legislation while providing clear frameworks for ownership and protection of company innovations.

What sections should be included in a Proprietary Information And Inventions Agreement?

1. Parties: Identification of contracting parties including full legal names and addresses

2. Background: Context of the agreement, relationship between parties, and purpose of the agreement

3. Definitions: Detailed definitions of key terms including Confidential Information, Intellectual Property, Inventions

4. Confidentiality Obligations: Core confidentiality and non-disclosure requirements, including scope and duration of obligations

5. Ownership of Inventions: Assignment and ownership of created IP, including process for invention disclosure

6. Employee Obligations: Specific duties regarding handling of proprietary information and invention disclosure

7. Term and Termination: Duration of agreement and circumstances for termination

8. Return of Materials: Procedures for returning or destroying confidential information upon termination

9. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Proprietary Information And Inventions Agreement?

1. Non-Competition: Restrictions on competitive activities, typically used for senior employees or when specific market protection needed

2. Third Party Rights: Rights of parties not directly party to agreement, used when third parties may need to enforce rights

3. International Transfer Provisions: Rules for cross-border data and IP transfers, included when international operations involved

What schedules should be included in a Proprietary Information And Inventions Agreement?

1. Schedule of Existing IP: List of pre-existing intellectual property excluded from agreement

2. Invention Disclosure Form: Template for reporting new inventions

3. Confidential Information Categories: Detailed list of types of protected information

4. Assignment of Rights Form: Template for formal IP assignment

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Trade Secrets (Enforcement, etc.) Regulations 2018: Key legislation implementing the EU Trade Secrets Directive that defines trade secrets, their protection, and remedies for misappropriation. Essential for protecting proprietary information.

Copyright, Designs and Patents Act 1988: Fundamental IP legislation covering protection of intellectual property rights, ownership of works created during employment, and moral rights provisions.

Patents Act 1977: Governs patent rights, specifically addressing employee invention rights, patent ownership in employment context, and compensation for employee inventions.

Employment Rights Act 1996: Provides framework for employment relationships, including reasonableness of restrictive covenants and employee rights and obligations.

Data Protection Act 2018 and UK GDPR: Regulates processing of personal data, data protection obligations, and cross-border data transfers in the context of confidential information.

Computer Misuse Act 1990: Addresses protection of computer systems and data, including provisions against unauthorized access to proprietary information systems.

Common Law Principles: Encompasses duty of confidentiality, fiduciary duties, and restraint of trade doctrine as established through case law.

Contract Law: General principles governing formation requirements, consideration, and enforceability of contractual terms in agreements.

Equality Act 2010: Ensures non-discrimination provisions and reasonable accommodations in employment-related agreements.

Companies Act 2006: Covers director's duties and corporate confidentiality obligations relevant to proprietary information protection.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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