Company Letterhead
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
Invention Agreement
This Invention Agreement ('Agreement') is entered into on this {{date}} day of {{month}}, {{year}}, by and between:
{{company_name}}, a company duly incorporated under the laws of {{jurisdiction}}, with its principal place of business at {{company_address}} (hereinafter referred to as 'the Company'); and
{{employee_name}}, an individual residing at {{employee_address}}, holding ID/Passport Number {{employee_id_number}} (hereinafter referred to as 'the Employee').
Recitals
WHEREAS, the Employee is employed by the Company in a capacity that may involve the development, conception, or reduction to practice of discoveries, inventions, improvements, technical information, and other intellectual property;
WHEREAS, the Company desires to protect its proprietary interests in such intellectual property and to ensure its ownership of all work product created by the Employee during the course of employment;
NOW, THEREFORE, in consideration of the Employee’s employment by the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Assignment of Inventions
1.1. The Employee agrees to assign and does hereby assign to the Company or its designee, all worldwide right, title, and interest in and to any and all inventions, discoveries, designs, developments, methods, processes, know-how, improvements, ideas, data, and other works of authorship, whether patentable or unpatentable (collectively, 'Inventions'), that the Employee solely or jointly conceives, develops, or reduces to practice during the period of employment with the Company, whether or not during working hours, and whether or not using Company facilities or resources, if such Inventions:
(a) relate to the actual or demonstrably anticipated business or research and development of the Company;
(b) result from any work performed by the Employee for the Company; or
(c) are developed using any Company equipment, supplies, facilities, or trade secret information.
1.2. The Employee further agrees to execute all documents and take all actions reasonably necessary to perfect the Company's title to such Inventions, including, but not limited to, the filing of patent applications and copyright registrations in any country.
Confidentiality
2.1. The Employee acknowledges that during the course of employment, the Employee will have access to and become familiar with confidential and proprietary information of the Company, including but not limited to, trade secrets, business plans, financial information, customer lists, technical data, designs, and know-how (collectively, 'Confidential Information').
2.2. The Employee agrees to keep all Confidential Information strictly confidential and not to disclose, use, or exploit such information for any purpose other than for the benefit of the Company, either during or after the term of employment, without the prior written consent of the Company.
2.3. Upon termination of employment, the Employee shall immediately return to the Company all documents, materials, and other property containing Confidential Information.
Prior Inventions
3.1. The Employee represents and warrants that the attached Schedule A (if any) contains a complete list of all Inventions relevant to the Company's business that were conceived, developed, or reduced to practice by the Employee prior to the commencement of employment with the Company ('Prior Inventions').
3.2. If no such schedule is attached, the Employee represents that there are no Prior Inventions. If, during the term of employment, the Employee incorporates any Prior Invention into a Company product, process, or service, the Employee hereby grants the Company a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display such Prior Invention.
Works Made for Hire
To the extent that any of the Inventions are copyrightable, such Inventions are hereby deemed 'works made for hire' as defined under applicable copyright law, with the Company being the sole author and owner of all rights therein. To the extent that any Inventions are not deemed 'works made for hire,' the Employee hereby assigns all worldwide copyright in such Inventions to the Company.
Return of Company Property
Upon termination of employment, for any reason, the Employee agrees to immediately return to the Company all Company property, including but not limited to, computers, electronic devices, documents, files, data, and any other materials containing Company information or Inventions.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of {{jurisdiction}}. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{jurisdiction}}.
Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter. No modification of this Agreement shall be effective unless in writing and signed by both parties.
Signatures
IN WITNESS WHEREOF, the parties have executed this Invention Agreement on the date first written above.
_____________________________
{{employee_name}}
Employee
_____________________________
For and on behalf of {{company_name}}
Name: {{company_representative_name}}
Title: {{company_representative_title}}
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