Proprietary Information And Invention Assignment Agreement Template for Philippines

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Key Requirements PROMPT example:

Proprietary Information And Invention Assignment Agreement

"I need a Proprietary Information and Invention Assignment Agreement for our Philippine software development company that will be used for hiring senior AI engineers and data scientists, with special emphasis on protecting our machine learning algorithms and ensuring all AI model developments belong to the company."

Document background
The Proprietary Information and Invention Assignment Agreement is a crucial document for companies operating in the Philippines who engage employees, contractors, or consultants in roles involving access to confidential information or the potential creation of intellectual property. This agreement serves multiple purposes: it protects the company's trade secrets and proprietary information, ensures clear ownership of any inventions or innovations developed during the engagement, and establishes confidentiality obligations. The document is particularly important in the Philippine context, where intellectual property rights are governed by the Intellectual Property Code (RA 8293) and data privacy is regulated by the Data Privacy Act of 2012. Companies should implement this agreement at the start of any employment or engagement relationship where the individual may have access to sensitive information or may develop intellectual property as part of their duties.
Suggested Sections

1. Parties: Identifies the company and the individual entering into the agreement, including their legal names and addresses

2. Background: Establishes the context of the agreement, including the relationship between the parties and the purpose of the agreement

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

4. Scope of Relationship: Defines the nature of the relationship between the parties and the capacity in which the individual is providing services

5. Confidentiality Obligations: Details the obligations regarding handling and protecting confidential information, including use restrictions and security measures

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

7. Disclosure of Prior Inventions: Requires disclosure of any pre-existing inventions or intellectual property that should be excluded from the assignment

8. Assistance in Prosecution of Patent Applications: Obligations to assist with patent applications and other intellectual property protection measures

9. Return of Company Materials: Requirements for returning or destroying confidential information and company materials upon termination

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

11. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

12. General Provisions: Standard legal provisions including governing law, severability, and entire agreement clauses

Optional Sections

1. Third Party Information: Include when the individual may have access to confidential information of company clients or business partners

2. Open Source Software: Include for technology companies or when software development is involved, addressing the use and incorporation of open source software

3. International Rights: Include when the company operates internationally or may seek intellectual property protection in multiple jurisdictions

4. Data Privacy Compliance: Include detailed data privacy provisions when the role involves processing personal data under the Philippine Data Privacy Act

5. Moral Rights Waiver: Include for creative works where moral rights under Philippine copyright law need to be addressed

6. Government Rights: Include when work involves government contracts or regulatory compliance obligations

7. Consultancy Provisions: Include specific provisions for consultants or independent contractors rather than employees

Suggested Schedules

1. Schedule A - Prior Inventions: List of all pre-existing inventions or improvements made prior to the relationship with the company

2. Schedule B - Excluded Inventions: Specific inventions or intellectual property explicitly excluded from the assignment

3. Schedule C - Third Party Agreements: List of any existing agreements with third parties that may affect the obligations under this agreement

4. Appendix 1 - Confirmation of Compliance: Form for periodic confirmation of compliance with confidentiality obligations

5. Appendix 2 - Exit Certificate: Form to be signed upon termination confirming return of materials and ongoing obligations

6. Appendix 3 - Prohibited Activities: Detailed list of specific activities prohibited under non-competition provisions

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Pharmaceuticals

Biotechnology

Manufacturing

Research & Development

Software Development

Engineering

Healthcare

Telecommunications

Financial Services

Education and Research

Consumer Electronics

Chemical Industry

Artificial Intelligence and Machine Learning

Digital Media and Entertainment

Relevant Teams

Research and Development

Engineering

Product Development

Information Technology

Innovation

Technical Operations

Software Development

Data Science

Design

Quality Assurance

Intellectual Property

Laboratory Operations

Advanced Technology

Systems Architecture

Scientific Research

Relevant Roles

Software Engineer

Research Scientist

Product Developer

Technical Consultant

Data Scientist

Systems Architect

R&D Engineer

Product Manager

Innovation Director

Chief Technology Officer

Research Associate

Technical Lead

Laboratory Manager

Design Engineer

AI Developer

Biotechnology Researcher

Industrial Designer

Quality Assurance Engineer

Technology Consultant

Patent Engineer

Industries
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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