Establish ownership of workplace inventions: Employee Invention Agreement
What is an Employee Invention Agreement?
An Employee Invention Agreement can be signed before an employee begins work at your company. By signing this document, an employee agrees not to share confidential information, and that any inventions produced during his or her time at the company will be owned by the company. An Employee Invention Agreement does not apply to intellectual property your employee created before joining your company.
When to use an Employee Invention Agreement:
- Your business deals with intellectual property and you've just hired a new employee.
- You want current employees to formally agree to protect your company's intellectual property and agree that any intellectual property they develop will belong to the company while they are working there.
- You're in HR and need to ensure documents are up to date.
Sample Employee Invention Agreement
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Employee Invention Agreement
THIS AGREEMENT is made on , by and between of , , and whose principal business address is at , , .
1. Background.
The Company is engaged in the business of . Employee acknowledges and agrees that the Company's special competence in the industry is critical to its growth. The Company's competitive advantage and growth further depend on its exclusive possession of certain proprietary information concerning Company operations, processes, methods and accumulated experience incidental to the manufacture, sale and distribution of Company products including, without limitation, those matters not generally known to the public or to the industry in which the Company is or may become engaged and which pertain to engineering, manufacturing, merchandising, research and development, advertising, promotions, marketing, distributing, customer lists, price and discount lists, concepts, ideas, trade secrets and market research (collectively "Confidential Information"). Employee desires to be employed by the Company and the Company desires to employ Employee subject, however, to the terms and conditions set forth in this Agreement.
2. Inventions.
For purposes of this Agreement, the term "Inventions" means discoveries, concepts and ideas, whether or not patentable, including, without limitation: processes, methods, formulas and techniques as well as improvements and know-how related thereto, arising out of or related to any present or prospective activities of the Company in which Employee is engaged or aware as a result or consequence of Employees employment by the Company.
3. Covenants, Agreements Representations and Warranties of Employee.
In consideration of Employee's employment and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Employee covenants, agrees, represents and warrants that:
| a. | All of the Confidential Information is a valuable asset of the Company and, at all times, will be and remain the Company's sole and exclusive property. |
| b. | Employee shall, at all times, hold the Confidential Information as secret. |
| c. | Employee shall neither directly nor indirectly exploit or permit the exploitation, copying or summarizing of any of the Confidential Information, except in the performance of Employee's duties for the Company or as the Company otherwise directs. |
| d. | During the term of Employee's employment by the Company and after termination of that employment with or without cause, Employee shall not, directly or indirectly, individually or in combination or association with any other person or entity, divulge or disclose to any third party any of the Confidential Information without, in each instance, the prior written consent of the Company. |
| e. | During the term of Employee's employment by the Company and for the period of one year following termination of that employment with or without cause, Employee shall promptly disclose in writing to the Company all inventions conceived or made by Employee, either solely or in concert with others. |
| f. | Employee hereby assigns to the Company all of Employees right, title and interest to all such inventions and to applications for United States and/or foreign letters patent granted on such Inventions. |
| g. | All inventions made or conceived by Employee shall be the Company's sole and exclusive property. |
| h. | Employee shall, at the Company's request and expense, execute specific assignments to any Invention and execute, acknowledge and deliver such other documents or take such further action as may be considered necessary by the Company, at any time during or subsequent to the period of Employee's employment with the Company, to obtain and defend letters patent in any and all countries and to vest title in such Inventions in the Company or its assigns. |
| i. | Upon termination of Employee's employment with the Company with or without cause, Employee shall immediately deliver to the Company all drawings, blueprints, sketches, notebooks, reports, formulae, notes, manuals and other documents reflecting the Confidential Information and all other materials furnished to or acquired by Employee as a result of or during Employees employment by the Company. |
| j. | In the event that any of the restrictions and limitations of this Paragraph 3 shall be deemed to exceed the time or activity limitations permitted by applicable law, then such provisions shall be reformed to the maximum extent permitted by applicable law. |
| k. | Employee's representations and warranties herein shall be revived continuously during the period of Employee's employment by the Company. |
4. Excluded Inventions.
Except as listed below, Employee shall not assert any rights to any inventions, discoveries, concepts, or ideas, or improvements or know-how related thereto, as having been made or conceived by Employee prior to Employees employment by the Company.
5. Notices of Existence of Agreement.
Employee acknowledges and agrees that the Company may notify any of Employee's actual or prospective employers of the existence and terms of this Agreement.
6. Remedies.
Employee acknowledges and agrees that it is impossible to measure in money the damages that will accrue to the Company if Employee breaches any of the covenants, agreements, representations or warranties set forth in this Agreement. In any action or proceeding instituted by or on behalf of the Company to enforce any term of this Agreement, Employee hereby waives any claim or defense thereto that the Company has an adequate remedy at law or that the Company has not been, or is not being, irreparably injured thereby. The rights and remedies of the Company pursuant to this paragraph are cumulative, in addition to, and shall not be deemed to exclude any other right or remedy which the Company may have pursuant to this Agreement.
7. Governing Law.
This Agreement shall be construed and enforced pursuant to the laws of the state of .
8. Miscellaneous Provisions.
| a. | If any provision or clause of this Agreement is held to be invalid by a court of competent jurisdiction, then such provision or clause shall be severed here from and such shall not affect the validity and enforceability of any other provision of this Agreement. |
| b. | The headings and titles of paragraphs of this Agreement are for convenience purposes only and are not intended to define, limit or construe the contents of such paragraphs. |
| c. | This Agreement shall inure to the benefit of and may be enforced by the Company, its successors or assigns, and shall be binding upon Employee, Employees executors, administrators, legatees, distributees and other successors in interest. |
| d. | This Agreement may not be amended or modified except in a writing signed by each of the parties hereto. |
| e. | If Employee defaults in or breaches any of the covenants, agreements, representations or warranties described in this Agreement, Employee shall be liable to and pay the Company its court costs and reasonable attorneys' fees incurred in enforcing such covenants, agreements, representations and warranties. |
| f. | This Agreement sets forth the entire understanding of the parties hereto and supersedes all prior agreements, whether oral or written, regarding the subject matter hereof. |
| g. | This Agreement shall be signed by on behalf of , and by . |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth.
EMPLOYEE:
| By: | Date: |
EMPLOYER:
| By: | Date: |
, its
