The Assignment Of Invention Agreement is a crucial document in U.S. employment relationships where intellectual property creation is involved. It ensures that companies can secure rights to innovations developed by their employees during employment. This agreement is particularly important in states with specific invention assignment laws, such as California's Labor Code Section 2870. The document typically covers present and future inventions, defines the scope of assigned rights, outlines exceptions for personal inventions, and includes state-required notices where applicable.
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1. Parties: Identification of the assignor and assignee
2. Background: Context of the agreement and relationship between parties
3. Definitions: Key terms including 'Invention', 'Intellectual Property Rights', 'Confidential Information'
4. Assignment: Core provisions detailing what is being assigned
5. Scope of Assignment: Details of what inventions are covered and excluded
6. Consideration: What is being given in exchange for the assignment
7. Representations and Warranties: Assignor's promises regarding ownership and rights to assign
8. Further Assurances: Obligation to assist with future actions needed to perfect assignment
1. Moral Rights: Waiver of moral rights in cases involving copyrightable works
2. Prior Inventions: Section for listing and excluding pre-existing inventions from the assignment
3. Non-Competition: Optional restrictions on competing activities where allowed by state law
4. Survival: Provisions specifying which obligations continue after termination
1. Schedule A - Prior Inventions: List of pre-existing inventions excluded from assignment
2. Schedule B - State-Specific Notices: Required statutory notices for applicable states
3. Schedule C - Description of Assigned Inventions: Detailed description of specific inventions being assigned
Relevant legal definitions
Clauses
Assignment
Binding Effect
Confidentiality
Consideration
Disclosure Obligations
Further Assurances
Governing Law
Indemnification
Intellectual Property Rights
Moral Rights
No Conflict
Notice Requirements
Prior Inventions
Record Keeping
Representations and Warranties
Scope of Assignment
Severability
State-Specific Compliance
Survival
Term and Termination
Third Party Rights
Waiver
Binding Effect
Confidentiality
Consideration
Disclosure Obligations
Further Assurances
Governing Law
Indemnification
Intellectual Property Rights
Moral Rights
No Conflict
Notice Requirements
Prior Inventions
Record Keeping
Representations and Warranties
Scope of Assignment
Severability
State-Specific Compliance
Survival
Term and Termination
Third Party Rights
Waiver
Relevant Industries
Relevant Teams
Relevant Roles
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