The Proprietary Information And Inventions Assignment Agreement is essential for companies operating in the United States who need to protect their intellectual property and confidential information. This document is typically executed at the start of employment or engagement and serves multiple purposes: it establishes the company's ownership of new inventions and developments, protects confidential information, and ensures compliance with both federal and state-specific regulations regarding intellectual property rights. The agreement is particularly crucial for technology companies and organizations involved in research and development, where intellectual property protection is paramount.
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1. Parties: Identification of the company and the employee/contractor
2. Background: Context of the agreement and relationship between parties
3. Definitions: Key terms including Proprietary Information, Inventions, Intellectual Property Rights
4. Confidentiality Obligations: Terms regarding protection and non-disclosure of proprietary information
5. Assignment of Inventions: Terms of assignment of inventions created during employment
6. Third Party Information: Handling of confidential information belonging to third parties
7. Return of Company Materials: Obligations regarding return of company property and information
8. Term and Survival: Duration of agreement and provisions that survive termination
1. Non-Competition: Restrictions on competitive activities - include only when permitted by state law and necessary for business protection
2. Non-Solicitation: Restrictions on soliciting employees or customers - include when protecting company relationships is crucial
3. Conflict of Interest: Provisions regarding outside activities - recommended for full-time employees or key personnel
4. State-Specific Notices: Required statutory notices for invention assignment - include when operating in states with specific notice requirements
1. Schedule A - Prior Inventions: List of pre-existing inventions excluded from assignment
2. Schedule B - State Law Notices: Required statutory notices regarding invention assignment rights
3. Schedule C - Specific Project Information: Details of specific projects or work scope (for project-specific agreements)
4. Schedule D - Acknowledgment Form: Signed acknowledgment of obligations and assignments
Relevant legal definitions
Agreement
Company
Confidential Information
Intellectual Property Rights
Inventions
Proprietary Information
Prior Inventions
Work Product
Developments
Trade Secrets
Copyrights
Patents
Trademarks
Moral Rights
Company Materials
Competitive Business
Competing Products
Third Party Information
Effective Date
Employment Period
Services
Derivative Works
Mask Works
Assignment Period
Restricted Period
Excluded Inventions
Company Business
Intellectual Property
Clauses
Confidentiality
Assignment of Inventions
Ownership of Work Product
Non-Disclosure
Return of Materials
Third Party Information Protection
Intellectual Property Rights
Prior Inventions
Moral Rights Waiver
Notification Requirements
Assistance and Cooperation
Non-Competition
Non-Solicitation
Representations and Warranties
Conflict of Interest
Term and Termination
Survival
Remedies
Governing Law
Dispute Resolution
Amendment and Waiver
Severability
Assignment
Entire Agreement
Notice
Relevant Industries
Relevant Teams
Relevant Roles
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