Proprietary Information And Invention Assignment Agreement Template for Indonesia
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What is a Proprietary Information And Invention Assignment Agreement?
The Proprietary Information And Invention Assignment Agreement is a crucial document used when engaging employees, contractors, or consultants who will have access to confidential information or may create intellectual property during their engagement. This agreement, governed by Indonesian law, serves to protect the company's intellectual property rights and maintain the confidentiality of its proprietary information. It is particularly important in the Indonesian context, where intellectual property protection must comply with specific local regulations such as Law No. 13 of 2016 on Patents and Law No. 30 of 2000 on Trade Secrets. The agreement should be implemented at the start of any employment or engagement relationship where the individual may have access to sensitive information or create intellectual property in the course of their work. It includes comprehensive provisions for invention assignment, confidentiality obligations, and the protection of company intellectual assets.
Frequently Asked Questions
Is a Proprietary Information and Invention Assignment Agreement legally enforceable in Indonesia?
Yes, these agreements are legally binding in Indonesia when properly drafted and executed. They must comply with Indonesian contract law principles under the Civil Code and specific intellectual property laws including Law No. 13 of 2016 on Patents and Law No. 30 of 2000 on Trade Secrets. The agreement becomes enforceable once both parties sign it with proper legal capacity and consideration.
How does Indonesian patent law affect employee invention ownership in these agreements?
Under Law No. 13 of 2016 on Patents, inventions created by employees using company resources or within their job scope automatically belong to the employer. However, a clear Proprietary Information and Invention Assignment Agreement strengthens this position by explicitly documenting the transfer of rights. The agreement should specify compensation terms for employee inventors as required by Indonesian law.
Can my company enforce trade secret protection without a signed assignment agreement?
Indonesian Law No. 30 of 2000 provides basic trade secret protection, but enforcement becomes significantly more difficult without a written agreement. The law requires proof that information was kept confidential and had commercial value. A signed Proprietary Information Agreement provides clear evidence of confidentiality obligations and makes legal enforcement much stronger in Indonesian courts.
How long does it typically take to prepare this agreement in Indonesia?
A standard agreement can be prepared in 3-7 business days using a template, while custom drafting by an Indonesian lawyer may take 1-2 weeks. Additional time is needed for translation if parties require both Indonesian and English versions. Complex agreements involving multiple jurisdictions or specialized IP provisions may require 2-4 weeks for proper legal review and customization.
How is this different from a standard employment contract in Indonesia?
While employment contracts focus on general work terms, salary, and benefits, a Proprietary Information and Invention Assignment Agreement specifically addresses intellectual property rights, confidentiality obligations, and invention ownership. Indonesian employment law doesn't automatically cover detailed IP provisions, making this separate agreement essential for companies with valuable trade secrets or innovative work environments.
Common mistakes companies make with these agreements in Indonesia?
The most frequent errors include using foreign law templates without Indonesian legal adaptation, failing to specify proper compensation for employee inventions as required by patent law, and inadequate translation between Indonesian and English versions. Companies also often neglect to update agreements when Indonesian IP laws change or fail to include specific confidentiality definitions required under trade secret law.
Can this agreement be enforced against foreign employees working in Indonesia?
Yes, the agreement applies to all employees working in Indonesia regardless of nationality, provided it's governed by Indonesian law and properly executed. Foreign employees must comply with Indonesian IP and confidentiality laws while working locally. However, enforcement may become complex if the employee relocates abroad, making it important to include specific jurisdiction and governing law clauses in the agreement.
About the Proprietary Information And Invention Assignment Agreement
A Proprietary Information And Invention Assignment Agreement is a critical legal document that protects your company's intellectual property rights and confidential information when working with employees, contractors, consultants, or other parties in Indonesia. This comprehensive agreement ensures that any inventions, innovations, or proprietary information created or accessed during the working relationship remains under your company's control and protection.
When do you need this document?
You need this agreement whenever you engage individuals who will have access to your company's confidential information or may create intellectual property during their work. This includes hiring new employees in research and development roles, engaging independent contractors for technology projects, working with consultants on proprietary business processes, partnering with external researchers, or bringing on interns and temporary workers who may access sensitive company data. The agreement is particularly crucial in technology, pharmaceutical, manufacturing, and creative industries where intellectual property represents significant business value.
Key legal considerations
The agreement must clearly define what constitutes proprietary information, including trade secrets, technical data, business plans, customer lists, and any confidential business information. It should establish comprehensive invention assignment provisions that transfer ownership of all work-related intellectual property to your company. The document must include reasonable confidentiality obligations that survive the termination of the working relationship, typically extending for several years after the engagement ends. You should also consider including non-compete and non-solicitation clauses where legally permissible, and ensure the agreement addresses the return of company property and confidential materials upon termination.
Legal requirements in Indonesia
Under Indonesian law, your agreement must comply with Law No. 13 of 2016 on Patents, which governs patent rights and invention ownership, particularly regarding employee inventions and patent transfers. The document must align with Law No. 30 of 2000 on Trade Secrets, which regulates the protection of confidential information and establishes legal frameworks for trade secret agreements. You must also ensure compliance with Law No. 28 of 2014 on Copyright for works created in employment relationships, and Law No. 13 of 2003 on Employment, which regulates worker rights and employment relationships. The agreement should be drafted in Indonesian language or include certified translations, and must respect Indonesian Civil Code principles regarding contract validity and enforceability. Additionally, any restrictions on employees must be reasonable and not violate Indonesian labor law protections.
GOVERNING LAW
Applicable law
This Proprietary Information And Invention Assignment Agreement is drafted to comply with Indonesia law. Key legislation includes:
Law No. 30 of 2000 on Trade Secrets: Regulates the protection of trade secrets and confidential information, essential for proprietary information provisions
Law No. 28 of 2014 on Copyright: Provides framework for copyright protection, including works created in employment relationships
Indonesian Civil Code (KUHPerdata): Establishes basic principles of contract law and obligations between parties in Indonesia
Law No. 13 of 2003 on Employment: Regulates employment relationships and worker rights, including provisions related to intellectual property created during employment
Law No. 11 of 2008 on Electronic Information and Transactions: Relevant for protection of digital intellectual property and electronic confidential information
Law No. 5 of 1999 on Anti-Monopoly and Unfair Business Competition: Contains provisions relevant to non-compete clauses and protection of business secrets
Government Regulation No. 71 of 2019 on Electronic Systems and Transactions: Provides framework for handling electronic data and information security, relevant for digital proprietary information
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