The Employee Proprietary Information And Inventions Agreement is essential for companies operating in the United States who need to protect their intellectual property and confidential information. This agreement should be implemented at the start of employment relationships, particularly for roles involving access to sensitive information or creation of intellectual property. The PIIA establishes clear ownership of employee-created inventions, protects trade secrets, and ensures compliance with both federal laws (such as the Trade Secrets Act) and state-specific requirements. It's particularly crucial for technology companies and other innovation-driven organizations.
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1. Parties: Identifies the employer and employee entering into the agreement
2. Background: Establishes the context of the agreement and the employment relationship
3. Definitions: Defines key terms used throughout the agreement including 'Proprietary Information', 'Inventions', and 'Intellectual Property Rights'
4. Confidentiality Obligations: Details the employee's obligations regarding confidential information
5. Ownership of Inventions: Establishes employer's rights to employee inventions created during employment
6. Assignment of Rights: Formal assignment of intellectual property rights to employer
7. Return of Materials: Requirements for returning company property upon termination
8. Term and Termination: Duration of obligations and what happens upon termination
1. Non-Competition: Restrictions on competitive activities (only included where permitted by state law and appropriate for role)
2. Non-Solicitation: Restrictions on soliciting employees or customers (recommended for client-facing or management roles)
3. Prior Inventions: Exclusion of pre-existing inventions when employee has existing IP they wish to exclude
4. Third Party Information: Provisions regarding handling of third party confidential information when employee may have access to such information
1. Schedule A - Prior Inventions: List of employee's pre-existing inventions excluded from agreement
2. Schedule B - State Law Notifications: Required state-specific notices regarding invention assignment
3. Schedule C - Termination Certificate: Form to be signed upon termination confirming compliance
Relevant legal definitions
Agreement
Company
Confidential Information
Company Materials
Intellectual Property Rights
Inventions
Prior Inventions
Proprietary Information
Third Party Information
Trade Secrets
Work Product
Competing Business
Company's Business
Assignment Period
Effective Date
Employment Period
Excluded Inventions
Moral Rights
Prohibited Activities
Restricted Period
Services
Conflicting Obligations
Development Rights
Derivative Works
Company
Confidential Information
Company Materials
Intellectual Property Rights
Inventions
Prior Inventions
Proprietary Information
Third Party Information
Trade Secrets
Work Product
Competing Business
Company's Business
Assignment Period
Effective Date
Employment Period
Excluded Inventions
Moral Rights
Prohibited Activities
Restricted Period
Services
Conflicting Obligations
Development Rights
Derivative Works
Clauses
Confidentiality
Intellectual Property Assignment
Invention Assignment
Non-Competition
Non-Solicitation
Trade Secrets Protection
Return of Property
Disclosure Obligations
Recordkeeping Requirements
Assignment of Rights
Moral Rights Waiver
Prior Inventions Exclusion
Third Party Information
Specific Performance
Survival
Severability
Governing Law
Notice Requirements
Amendment and Waiver
Acknowledgment
Term and Termination
Remedies
Integration
Assignment and Delegation
Intellectual Property Assignment
Invention Assignment
Non-Competition
Non-Solicitation
Trade Secrets Protection
Return of Property
Disclosure Obligations
Recordkeeping Requirements
Assignment of Rights
Moral Rights Waiver
Prior Inventions Exclusion
Third Party Information
Specific Performance
Survival
Severability
Governing Law
Notice Requirements
Amendment and Waiver
Acknowledgment
Term and Termination
Remedies
Integration
Assignment and Delegation
Relevant Industries
Relevant Teams
Relevant Roles
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