Employee Proprietary Information and Inventions Assignment Agreement

PROPRIETARY INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT

PROPRIETARY INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT

This Proprietary Information and Inventions Assignment Agreement (this "Agreement") is entered into as of [DATE] (the "Effective Date"), by and between:

Company:
[COMPANY NAME], a Delaware corporation (the "Company")

and

Employee/Consultant:
[EMPLOYEE NAME] (the "Employee")

RECITALS

A. The Employee is being employed by (or providing services to) the Company and will have access to confidential information and trade secrets of the Company.

B. As a condition of employment (or engagement), the Employee agrees to protect the Company's confidential information and to assign to the Company all inventions and intellectual property created during the course of employment.

C. This Agreement is entered into in consideration of the Employee's employment (or continued employment) and the compensation paid therefor.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

ARTICLE 1 - CONFIDENTIAL INFORMATION

1.1 Definition of Confidential Information

"Confidential Information" means any and all information or data, in whatever form, that relates to the business of the Company and is not generally known to the public, including but not limited to:

(a) Technical Information: Inventions, discoveries, ideas, processes, formulas, algorithms, software, source code, documentation, specifications, designs, drawings, data, and know-how;

(b) Business Information: Business plans, strategies, financial information, projections, budgets, pricing, marketing plans, customer lists, supplier lists, and sales data;

(c) Product Information: Product plans, designs, prototypes, features, roadmaps, and development schedules;

(d) Personnel Information: Employee data, compensation information, and organizational charts;

(e) Third-Party Information: Information received from third parties under obligations of confidentiality;

(f) Other Information: Any other information designated as confidential or that the Employee reasonably should understand to be confidential.

1.2 Non-Disclosure Obligations

The Employee agrees:

(a) To Maintain Confidentiality: To hold all Confidential Information in strict confidence and not to disclose any Confidential Information to any third party without the prior written consent of the Company;

(b) Limited Use: To use Confidential Information solely for the purpose of performing the Employee's duties for the Company and for no other purpose;

(c) Protection: To take all reasonable precautions to prevent unauthorized disclosure or use of Confidential Information, using at least the same degree of care as the Employee uses to protect their own confidential information;

(d) No Copying: Not to copy, reproduce, or otherwise duplicate Confidential Information except as necessary to perform the Employee's duties;

(e) Return of Materials: Upon termination of employment (or upon request), to return to the Company all documents, materials, and other items containing Confidential Information, and to permanently delete any electronic copies.

1.3 Exceptions

The obligations of Section 1.2 shall not apply to information that:

(a) Was in the public domain at the time of disclosure through no fault of the Employee;

(b) Was known to the Employee prior to disclosure by the Company (as demonstrated by written records);

(c) Was independently developed by the Employee without use of Confidential Information;

(d) Was received from a third party without breach of any confidentiality obligation;

(e) Is required to be disclosed by law, regulation, or court order, provided the Employee gives prompt notice to the Company and cooperates in seeking a protective order.

1.4 Duration

The Employee's obligations with respect to Confidential Information shall continue during and after employment for so long as the information remains confidential (and in any event for a minimum of [3-5] years after termination of employment).

1.5 Defend Trade Secrets Act Notice

Federal Law Notice: Pursuant to the Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that:

(a) Is made in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or

(b) Is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Additionally, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to their attorney and use the trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

ARTICLE 2 - INVENTIONS ASSIGNMENT

2.1 Assignment of Inventions

The Employee hereby assigns to the Company all right, title, and interest in and to any and all Inventions (as defined below) that are:

(a) Conceived, developed, created, or reduced to practice by the Employee, alone or jointly with others, during the period of employment;

(b) Related to the Company's current or anticipated business, products, services, or research and development; or

(c) Made using the Company's equipment, supplies, facilities, or Confidential Information.

2.2 Definition of Inventions

"Inventions" means all inventions, discoveries, improvements, ideas, concepts, designs, algorithms, software, source code, documentation, works of authorship, trade secrets, trademarks, and other intellectual property, whether or not patentable or copyrightable.

2.3 Works Made for Hire

To the extent any Invention constitutes a "work made for hire" under the U.S. Copyright Act, the Employee acknowledges that the Company is the author and owner of such work. To the extent any Invention is not a work made for hire, the Employee hereby assigns all rights in such work to the Company.

2.4 Disclosure of Inventions

The Employee shall promptly disclose to the Company in writing all Inventions, including complete details of conception, development, and reduction to practice.

2.5 Further Assurances

The Employee agrees to:

(a) Execute any documents (including patent applications, copyright registrations, and assignments) reasonably requested by the Company to perfect its ownership of Inventions;

(b) Cooperate with the Company in obtaining, maintaining, and enforcing intellectual property rights;

(c) Provide testimony and assistance in any legal proceeding related to Inventions.

2.6 Power of Attorney

If the Company is unable, after reasonable effort, to secure the Employee's signature on any document needed to apply for, register, or enforce any intellectual property right, the Employee hereby irrevocably appoints the Company (and its officers) as the Employee's attorney-in-fact to execute such documents on the Employee's behalf.

2.7 Prior Inventions

(a) Disclosure: The Employee has listed on Exhibit A all Inventions that the Employee claims were conceived, developed, or acquired prior to employment and that the Employee wishes to exclude from the scope of this Agreement ("Prior Inventions").

(b) No Prior Inventions: If Exhibit A is blank or not attached, the Employee represents that there are no Prior Inventions.

(c) License Grant: If the Employee uses or incorporates any Prior Invention into any Company product, process, or service, the Employee hereby grants to the Company a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license (with the right to sublicense) to use, modify, and commercialize such Prior Invention.

ARTICLE 3 - STATE-SPECIFIC PROVISIONS

3.1 California Employees

If the Employee is employed in California, the following notice is provided pursuant to California Labor Code Section 2870:

CALIFORNIA LABOR CODE SECTION 2870

(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or

(2) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

The Employee acknowledges that Inventions that meet the criteria of California Labor Code Section 2870 are excluded from the assignment provisions of this Agreement.

3.2 Delaware Employees

If the Employee is employed in Delaware, the provisions of this Agreement requiring assignment of Inventions do not apply to an invention that the Employee developed entirely on their own time without using Company equipment, supplies, facility, or trade secret information, unless the invention relates to the Company's business or research and development.

3.3 Illinois Employees

If the Employee is employed in Illinois, the assignment provisions do not apply to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on the Employee's own time, unless the invention relates to the Company's business or research and development.

3.4 Washington Employees

If the Employee is employed in Washington, the provisions of this Agreement requiring assignment of Inventions do not apply to an invention for which no Company equipment, supplies, facility, or trade secret information was used and which was developed entirely on the Employee's own time, unless the invention relates directly to the Company's business or research and development.

3.5 Other States

The Employee acknowledges that similar statutes may apply in other states. To the extent required by applicable law, the assignment provisions of this Agreement shall be limited accordingly.

ARTICLE 4 - NON-SOLICITATION

4.1 Non-Solicitation of Employees

During the term of employment and for a period of [1-2] years following termination, the Employee shall not, directly or indirectly:

(a) Solicit, recruit, or hire any employee of the Company; or

(b) Encourage or induce any employee to terminate their employment with the Company.

4.2 Non-Solicitation of Customers and Vendors

During the term of employment and for a period of [1-2] years following termination, the Employee shall not, directly or indirectly, solicit or attempt to solicit any customer, client, supplier, or vendor of the Company with whom the Employee had material contact during employment for the purpose of:

(a) Competing with the Company; or

(b) Inducing such party to reduce or terminate its business relationship with the Company.

4.3 Non-Interference

During the term of employment and for a period of [1] year following termination, the Employee shall not, directly or indirectly, interfere with or disrupt the Company's business relationships.

ARTICLE 5 - NO CONFLICTING OBLIGATIONS

5.1 No Conflicts

The Employee represents and warrants that:

(a) The Employee is not bound by any agreement that would prevent the Employee from performing their duties for the Company;

(b) The Employee will not bring to the Company or use any confidential information or trade secrets of any former employer or other third party;

(c) The performance of the Employee's duties will not breach any agreement with a third party;

(d) The Employee has returned all property and confidential information belonging to former employers.

5.2 Disclosure of Agreements

The Employee has disclosed to the Company any agreements with former employers or others that may affect the Employee's ability to perform their duties, including non-competition, non-solicitation, and confidentiality agreements.

ARTICLE 6 - COMPANY PROPERTY

6.1 Return of Property

Upon termination of employment (or upon request), the Employee shall immediately return to the Company all Company property, including:

(a) Documents, files, and records (whether physical or electronic);
(b) Computers, phones, and other equipment;
(c) Keys, access cards, and badges;
(d) Confidential Information in any form;
(e) Any other property belonging to the Company.

6.2 Deletion of Electronic Files

The Employee shall permanently delete any Company Confidential Information from personal devices, cloud storage, and email accounts.

6.3 Exit Interview

Upon termination, the Employee agrees to participate in an exit interview and to certify in writing compliance with this Agreement.

ARTICLE 7 - REMEDIES

7.1 Irreparable Harm

The Employee acknowledges that a breach of this Agreement would cause irreparable harm to the Company for which monetary damages would be inadequate.

7.2 Injunctive Relief

In addition to any other remedies, the Company shall be entitled to seek injunctive relief, specific performance, and other equitable remedies, without the necessity of posting a bond or proving actual damages.

7.3 Attorney's Fees

If the Company prevails in any legal action to enforce this Agreement, the Employee shall reimburse the Company for its reasonable attorney's fees and costs.

ARTICLE 8 - GENERAL PROVISIONS

8.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements.

8.2 Amendments

This Agreement may be amended only by a written instrument signed by both parties.

8.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [GOVERNING STATE], without regard to conflict of laws principles.

8.4 Jurisdiction

Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in [COUNTY, STATE] for any action arising out of or relating to this Agreement.

8.5 Waiver of Jury Trial

EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

8.6 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

8.7 Survival

The obligations of confidentiality, invention assignment, non-solicitation, and return of property shall survive termination of employment.

8.8 Assignment

This Agreement may be assigned by the Company to any successor or assignee of its business. The Employee may not assign this Agreement.

8.9 Notices

All notices shall be in writing and delivered personally, by email, by overnight courier, or by registered mail to the addresses set forth below.

8.10 Counterparts

This Agreement may be executed in counterparts. Electronic signatures shall be deemed original signatures.

8.11 At-Will Employment

This Agreement does not alter the at-will nature of the Employee's employment. Either party may terminate the employment relationship at any time for any reason.

EXECUTION

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

COMPANY:

[COMPANY NAME]

By: _________________________________

Name: [AUTHORIZED SIGNATORY NAME]

Title: [TITLE]

Date: _________________________________

EMPLOYEE:

_________________________________

Signature

_________________________________

Printed Name: [EMPLOYEE NAME]

Date: _________________________________

Address: _________________________________

EXHIBIT A - PRIOR INVENTIONS

The following is a list of all Prior Inventions that the Employee wishes to exclude from the assignment provisions of this Agreement:

☐ Check here if no Prior Inventions exist.

Employee Initials: _________

EXHIBIT B - TERMINATION CERTIFICATION

EMPLOYEE TERMINATION CERTIFICATION

I, [EMPLOYEE NAME], hereby certify that upon termination of my employment with [COMPANY NAME]:

1. I have returned all Company property, including documents, equipment, keys, and access cards.

2. I have permanently deleted all Company Confidential Information from my personal devices, cloud storage, and email accounts.

3. I have not retained any copies of Company Confidential Information in any form.

4. I understand and will continue to comply with my obligations under the Proprietary Information and Inventions Assignment Agreement, including confidentiality and non-solicitation.

5. I have disclosed to the Company all Inventions conceived or developed during my employment.

Employee Signature: _________________________________

Printed Name: _________________________________

Date: _________________________________

Witness: _________________________________

This Proprietary Information and Inventions Assignment Agreement protects the Company's confidential information and intellectual property. Certain provisions may be limited by state law. This document should be reviewed by qualified legal counsel before execution.