Confidentiality and Invention Assignment Agreement: IP & Duties

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Confidentiality and Invention Assignment Agreement Template

This Confidentiality and Invention Assignment Agreement (“Agreement”) is entered into on [Date], by and between:

Employer: [Company Name]

Address: [Address]

Contact: [Phone, Email]

Employee: [Full Legal Name]

Address: [Address]

Contact: [Phone, Email]

Together referred to as the “Parties.”

1. Confidential Information

The Employee agrees to hold in strict confidence all proprietary, confidential, and trade secret information belonging to the Employer, including technical data, product designs, marketing strategies, and customer information.

2. Non-Disclosure and Use Restrictions

The Employee shall not use or disclose confidential information for any purpose other than performing duties for the Employer, both during and after employment.

3. Ownership of Inventions

All inventions, designs, discoveries, processes, software, or works of authorship conceived or developed by the Employee during employment that relate to the Employer’s business shall be the sole property of the Employer.

4. Disclosure of Inventions

The Employee agrees to promptly disclose to the Employer any inventions created during the term of employment, whether made alone or with others.

5. Exceptions

This Agreement does not apply to inventions:

Developed entirely on the Employee’s own time without using Employer resources; and
That do not relate to the Employer’s business or anticipated research.

Developed entirely on the Employee’s own time without using Employer resources; and

That do not relate to the Employer’s business or anticipated research.

6. Return of Materials

Upon termination of employment, the Employee shall return all documents, devices, or property containing Employer’s confidential information.

7. Post-Employment Obligations

The Employee’s duty of confidentiality shall continue indefinitely after employment. The invention assignment obligation applies to IP developed during the term of employment only.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [State/Country].

9. Entire Agreement

This document constitutes the full understanding between the Parties and supersedes all prior agreements.

Signatures

Employer: ____________________________ Date: _________

Name/Title: _________________________________________

Employee: ____________________________ Date: _________

Name: ______________________________________________

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Confidentiality and Invention Assignment Agreement: IP & Duties

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Confidentiality and Invention Assignment Agreement — quick answers

Reviewed July 2026 Free download, PDF & DOCX

What is a Confidentiality and Invention Assignment Agreement?

It is a contract signed between an employer and employee where the employee agrees to keep company information confidential and assign ownership of any inventions or intellectual property developed during their employment.

Why is this agreement important?

It ensures that sensitive information, trade secrets, and intellectual property belong to the employer, reducing risks of disputes and protecting the company’s competitive advantage.

When should you use this agreement?

Use it when hiring employees, contractors, or consultants who may have access to confidential information or who could create intellectual property relevant to the company’s business.

What should this agreement include?

It should cover confidentiality terms, scope of protected information, assignment of inventions, exceptions for prior inventions, obligations after employment, and governing law.

Does this agreement apply after employment ends?

Yes. Confidentiality obligations typically continue indefinitely, while invention assignment applies to IP created during employment. Post-employment obligations may also restrict use of confidential information.