The Proprietary Information And Inventions Agreement is a crucial document for businesses operating in Ireland that need to protect their intellectual property and confidential information while ensuring compliance with Irish law. This agreement is typically used when hiring employees, contractors, or consultants who may have access to sensitive information or may create intellectual property during their engagement. It addresses key aspects such as invention assignment, confidentiality obligations, and intellectual property rights, while incorporating specific requirements of Irish employment law, data protection regulations, and intellectual property statutes. The document is particularly important for technology companies, research organizations, and any business involved in innovation or development of proprietary information.
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1. Parties: Identification of the employer/company and the employee/contractor
2. Background: Context of the agreement and relationship between parties
3. Definitions: Definitions of key terms including 'Confidential Information', 'Intellectual Property', 'Inventions', and 'Proprietary Rights'
4. Scope of Employment: Description of employee's role and responsibilities
5. Confidentiality Obligations: Detailed obligations regarding handling and protecting confidential information
6. Assignment of Inventions: Provisions for automatic assignment of inventions created during employment
7. Disclosure of Inventions: Requirements for promptly disclosing all inventions to the employer
8. Third Party Information: Handling of confidential information belonging to third parties
9. Return of Materials: Obligations to return all confidential materials upon termination
10. Non-Competition: Reasonable restrictions on competitive activities during employment
11. Term and Termination: Duration of obligations and effects of termination
12. General Provisions: Standard clauses including governing law, severability, and entire agreement
1. Prior Inventions: Section for employee to list pre-existing inventions excluded from assignment, used when employee has relevant prior innovations
2. Moral Rights Waiver: Waiver of moral rights in copyrightable works, included for creative roles
3. Garden Leave: Provisions for garden leave period, included for senior positions
4. Non-Solicitation: Restrictions on soliciting employees/customers, included for client-facing roles
5. Remote Work Provisions: Special provisions for handling confidential information while working remotely, included for remote workers
6. Data Protection: Specific GDPR compliance provisions, included when handling personal data is part of role
1. Schedule 1 - Prior Inventions: Detailed list of employee's prior inventions excluded from assignment
2. Schedule 2 - Confidential Information Categories: Specific categories and examples of confidential information covered
3. Schedule 3 - Approved Remote Work Tools: List of approved software and security measures for remote work
4. Appendix A - Form of Invention Disclosure: Template for documenting and disclosing new inventions
5. Appendix B - Exit Certificate: Form confirming compliance with return of materials upon termination
Relevant legal definitions
Agreement
Company
Confidential Information
Inventions
Intellectual Property Rights
Proprietary Rights
Work Product
Prior Inventions
Moral Rights
Third Party Information
Trade Secrets
Company Materials
Competing Business
Developments
Employment Period
Intellectual Property
Personal Data
Pre-existing Works
Project
Services
Technical Information
Business Information
Effective Date
Employee
Know-How
Licensed Materials
Parent Company
Related Companies
Restricted Period
Termination Date
Territory
Works
Assignment Period
Background IP
Foreground IP
Group Company
Protected Information
Company
Confidential Information
Inventions
Intellectual Property Rights
Proprietary Rights
Work Product
Prior Inventions
Moral Rights
Third Party Information
Trade Secrets
Company Materials
Competing Business
Developments
Employment Period
Intellectual Property
Personal Data
Pre-existing Works
Project
Services
Technical Information
Business Information
Effective Date
Employee
Know-How
Licensed Materials
Parent Company
Related Companies
Restricted Period
Termination Date
Territory
Works
Assignment Period
Background IP
Foreground IP
Group Company
Protected Information
Clauses
Confidentiality
Intellectual Property Assignment
Invention Disclosure
Non-Competition
Non-Solicitation
Return of Property
Data Protection
Moral Rights
Third Party Information
Prior Inventions
Work Product
Assignment of Rights
Representations and Warranties
Term and Termination
Remedies
Severability
Governing Law
Dispute Resolution
Entire Agreement
Amendment
Waiver
Notice
Survival
Force Majeure
Independent Contractor
Acknowledgment
Compliance with Laws
Garden Leave
Intellectual Property Assignment
Invention Disclosure
Non-Competition
Non-Solicitation
Return of Property
Data Protection
Moral Rights
Third Party Information
Prior Inventions
Work Product
Assignment of Rights
Representations and Warranties
Term and Termination
Remedies
Severability
Governing Law
Dispute Resolution
Entire Agreement
Amendment
Waiver
Notice
Survival
Force Majeure
Independent Contractor
Acknowledgment
Compliance with Laws
Garden Leave
Relevant Industries
Technology
Pharmaceuticals
Biotechnology
Software Development
Research and Development
Manufacturing
Engineering
Healthcare
Financial Services
Telecommunications
Media and Entertainment
Professional Services
Education and Training
Artificial Intelligence
Clean Technology
Relevant Teams
Research & Development
Engineering
Product Development
Innovation
Technical Operations
Design
Information Technology
Data Science
Artificial Intelligence
Laboratory Operations
Quality Assurance
Software Development
Hardware Development
Industrial Design
Technical Documentation
Intellectual Property
Relevant Roles
Software Engineer
Research Scientist
Product Manager
Data Scientist
Technical Architect
Design Engineer
Research & Development Manager
Chief Technology Officer
Innovation Director
Laboratory Technician
Product Designer
Systems Engineer
Technical Consultant
Development Engineer
AI Researcher
Biotechnology Researcher
UX Designer
Industrial Designer
Technical Writer
Patent Engineer
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