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1. Parties: Identifies the employer and employee who are entering into the agreement
2. Background: States the context of the agreement and the parties' relationship
3. Definitions: Defines key terms including Intellectual Property, Works, Inventions, and Confidential Information
4. Assignment of Rights: Core section detailing the transfer of IP rights from employee to employer
5. Disclosure Obligations: Employee's obligation to disclose all inventions and works created during employment
6. Assistance and Cooperation: Employee's obligation to help secure and protect IP rights
7. Waiver of Moral Rights: Employee's waiver of any moral rights in created works
1. Prior Inventions: Section for listing and excluding employee's pre-existing IP rights from the agreement
2. Third Party IP: Section addressing the handling and use of third-party intellectual property
3. Post-Employment Obligations: Section detailing ongoing obligations and cooperation requirements after employment ends
4. State-Specific Notices: Section containing required statutory notices for specific states where applicable
1. Schedule A - Prior Inventions: Detailed list of employee's pre-existing intellectual property and innovations
2. Schedule B - State-Specific Notices: Complete text of required statutory notices for applicable states
3. Schedule C - Excluded Inventions: Comprehensive list of inventions specifically excluded from the scope of the agreement
Background IP
Company
Confidential Information
Creations
Effective Date
Employee
Employment Period
Intellectual Property
Inventions
IP Rights
Moral Rights
Prior Inventions
Services
Third Party IP
Works
Work Product
Proprietary Rights
Patents
Copyrights
Trade Secrets
Trademarks
Design Rights
Derivative Works
Company Resources
Scope of Employment
Assignment Period
Excluded Inventions
Disclosure Notice
Documentation
Confidentiality
Disclosure Requirements
Assistance and Cooperation
Moral Rights Waiver
Prior Inventions
Work for Hire
Third Party Rights
Further Assurances
Warranties and Representations
Indemnification
Severability
Governing Law
Dispute Resolution
Amendment and Waiver
Entire Agreement
Notices
Survival
Return of Materials
Power of Attorney
Non-Competition
Non-Solicitation
State-Specific Compliance
Term and Termination
Assignment and Delegation
Counterparts
Consideration
Acknowledgment
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