Employee Invention Assignment Agreement Template

This Employee Invention Assignment Agreement (the “Agreement”) is entered into as of [Effective Date] by and between:

Company: [Company Legal Name], with an address at [Address] (“Company”).
Employee: [Employee Full Name], residing at [Address] (“Employee”).

Company and Employee may be referred to individually as a “Party” and collectively as the “Parties.”

1. Definitions

1.1 Inventions. “Inventions” means any ideas, inventions, discoveries, improvements, works of authorship, developments, designs, processes, software, code, documentation, data, mask works, and trade secrets, whether or not patentable or registrable.
1.2 Company Business. “Company Business” means: [Brief description of business].
1.3 Work Product. “Work Product” means all deliverables and materials created by Employee in the course of employment.

2. Assignment of Inventions and Work Product

2.1 Assignment. Employee hereby assigns to Company all right, title, and interest in any Inventions and Work Product that are:
(a) created within the scope of Employee’s duties,
(b) created using Company time, equipment, resources, or confidential information, or
(c) related to Company Business or actual/anticipated research and development.
2.2 Automatic Assignment. To the extent permitted by law, this assignment is automatic upon creation.

3. Disclosure Obligations

3.1 Disclosure. Employee will promptly disclose to Company any Inventions created during employment that may relate to Company Business or Employee’s duties.
3.2 Records. Employee will keep reasonable records of Inventions and provide them upon request.

4. Excluded Inventions

4.1 Excluded Inventions. The following inventions are excluded and will not be assigned (if any):

• [List excluded inventions or write “None”]
  4.2 Independent Development. If Employee claims an invention is excluded, Employee will provide sufficient information to show it was developed independently and qualifies under applicable law.

5. Assistance and Further Assurances

5.1 Assistance. Employee will assist Company in obtaining, maintaining, and enforcing IP protection for assigned Inventions, including signing documents and cooperating with filings.
5.2 Power of Attorney (Limited) (Optional). If Employee cannot be reached, Employee appoints Company as attorney-in-fact solely to execute documents to perfect rights, to the extent permitted by law.
5.3 Compensation for Assistance (Optional). Assistance compensation: ☐ Included in salary ☐ $[Rate]/hour ☐ Other: [Terms].

6. Confidentiality

6.1 Confidential Information. Employee will protect Company confidential information and not use or disclose it except for Company work.
6.2 Third-Party Information. Employee will not improperly use third-party confidential information.
6.3 Return of Materials. Upon termination, Employee will return all Company property and confidential materials.

7. Moral Rights and Waiver (Optional)

7.1 Moral Rights. To the extent permitted by law, Employee waives and agrees not to assert moral rights in assigned Work Product.

8. No Conflict and Prior Obligations

8.1 No Conflicting Agreements. Employee represents they are not bound by agreements that conflict with this Agreement.
8.2 No Restricted Materials. Employee will not bring proprietary materials from prior employers into Company work.

9. Term and Survival

9.1 Term. This Agreement remains effective during employment and continues after termination for assigned rights and confidentiality obligations.

10. Miscellaneous

10.1 Governing Law. This Agreement is governed by the laws of [State/Country].
10.2 Severability. If any provision is unenforceable, the remainder remains effective.
10.3 Entire Agreement. This Agreement is the entire agreement about invention assignment and confidentiality, unless supplemented by: [Policies/agreements].
10.4 Amendments. Amendments must be in writing and signed by both Parties.
10.5 Electronic Signatures. Electronic signatures are effective.

Signatures

By signing below, the Parties agree to this Employee Invention Assignment Agreement as of the Effective Date.

Company: [Company Legal Name]
Authorized Signatory: [Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________

Employee: [Employee Full Name]
Date: [Date]
Signature: ___________________________