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Proprietary Information And Invention Assignment Agreement

Proprietary Information And Invention Assignment Agreement Template for Indonesia

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Proprietary Information And Invention Assignment Agreement

"I need a Proprietary Information And Invention Assignment Agreement under Indonesian law for our Jakarta-based software development company, specifically tailored for remote workers who will be developing AI algorithms and having access to our core proprietary technology."

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Document background
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.
Suggested Sections

1. Parties: Identifies the company and the individual (employee/contractor) entering into the agreement

2. Background: Sets out the context of the agreement and the parties' relationship

3. Definitions: Defines key terms used throughout the agreement, including 'Proprietary Information,' 'Inventions,' 'Intellectual Property Rights,' etc.

4. Relationship to the Company: Describes the nature of the relationship between the individual and the company

5. Proprietary Information: Details what constitutes proprietary information and the obligations to maintain its confidentiality

6. Assignment of Inventions: Covers the assignment of inventions, developments, and improvements created during the engagement

7. Excluded Inventions: Addresses inventions explicitly excluded from the assignment obligations

8. Protection of Proprietary Information: Specifies measures required to protect confidential information

9. Return of Company Materials: Requirements for returning company materials upon termination

10. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/customers

11. Term and Termination: Duration of the agreement and termination provisions

12. Remedies: Legal remedies available in case of breach

13. General Provisions: Standard clauses including governing law, severability, and entire agreement

Optional Sections

1. Prior Inventions: Section for listing pre-existing inventions owned by the individual, used when the individual has relevant prior inventions

2. Third Party Information: Addresses handling of third-party confidential information, needed when the individual has access to such information

3. Government Contracts: Special provisions for work related to government contracts, required when company has government contracts

4. Open Source Software: Provisions regarding use and contribution to open source software, relevant for software development roles

5. International Rights: Additional provisions for international IP protection, needed when company operates internationally

6. Consulting Projects: Special provisions for external consulting work, applicable for employees permitted to undertake consulting

7. Academic and Publication Rights: Provisions regarding academic research and publication rights, relevant for research-focused roles

Suggested Schedules

1. Schedule A - Prior Inventions: Detailed list of individual's prior inventions excluded from assignment

2. Schedule B - Excluded Inventions: Template for documenting inventions excluded from the agreement

3. Schedule C - Exit Certificate: Form to be signed upon termination confirming compliance with agreement obligations

4. Schedule D - Invention Disclosure Form: Template for documenting and disclosing new inventions to the company

5. Schedule E - Approved Activities: List of pre-approved external activities or commitments

6. Appendix 1 - Confidentiality Guidelines: Detailed guidelines for handling confidential information

7. Appendix 2 - IP Assignment Procedures: Procedures for documenting and assigning new intellectual property

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Proprietary Information
Inventions
Intellectual Property Rights
Company
Confidential Information
Trade Secrets
Prior Inventions
Excluded Inventions
Work Product
Developments
Company Materials
Competitive Business
Effective Date
Employment Period
Services
Third Party Information
Technical Documentation
Background Technology
Derivative Works
Moral Rights
Patents
Copyrights
Industrial Designs
Business Methods
Know-How
Company Systems
Confidential Materials
Intellectual Property Assignment
Licensed Materials
Restricted Period
Territory
Unauthorized Use
Work Made for Hire
Affiliate
Customer
Business Partner
Proprietary Rights Notice
Security Procedures
Technical Data
Clauses
Definitions
Interpretation
Confidentiality
Proprietary Information Protection
Invention Assignment
Intellectual Property Rights
Work Product Ownership
Non-Disclosure
Non-Competition
Non-Solicitation
Return of Materials
Prior Inventions
Third Party Information
Moral Rights
Representations and Warranties
Term and Termination
Notice
Assignment and Transfer
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendment
Waiver
Force Majeure
Indemnification
Remedies
Cooperation
Survival
Execution
Electronic Signatures
Relevant Industries

Technology

Software Development

Biotechnology

Pharmaceutical

Manufacturing

Research and Development

Engineering

Financial Services

Healthcare

Telecommunications

Education and Research

Electronics

Chemical Industry

Artificial Intelligence

Digital Media

Industrial Design

Professional Services

Defense Technology

Relevant Teams

Research & Development

Engineering

Product Development

Innovation

Technical Operations

Laboratory Operations

Design

Information Technology

Artificial Intelligence

Data Science

Software Development

Hardware Development

Industrial Design

Intellectual Property

Scientific Research

Systems Architecture

Quality Assurance

Technology Strategy

Relevant Roles

Software Engineer

Research Scientist

Product Developer

Technical Lead

Chief Technology Officer

Research Director

Product Manager

Data Scientist

Systems Architect

Industrial Designer

Biotechnology Researcher

AI Engineer

UX Designer

Chemical Engineer

Hardware Engineer

Laboratory Technician

Innovation Manager

Technical Consultant

Development Engineer

Research Assistant

Patent Engineer

Algorithm Developer

Industries
Law No. 13 of 2016 on Patents: Governs patent rights, invention ownership, and the protection of inventions in Indonesia, including employee inventions and the transfer of patent rights
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
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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