Employee Confidentiality and Invention Assignment Agreement
This Employee Confidentiality and Invention Assignment Agreement (the "Agreement") is made effective [Effective date] between [Company legal name] (the "Company") and [Employee full legal name], residing at [Employee home address] (the "Employee"). In consideration of [Consideration] ([Payment or grant for an existing employee (or "Not applicable")]), the compensation paid to the Employee, and the Employee’s access to Confidential Information, the Employee agrees as follows. The Company and the Employee are each a "Party".
1. Confidential Information
"Confidential Information" means all non-public information, in any form, relating to the Company’s actual or anticipated business, research or development, including trade secrets, inventions, source code, algorithms, product designs and roadmaps, technical data, processes, know-how, customer and supplier data, pricing, costs, financial information, business plans, personnel information, and information received from third parties under a duty of confidence. It does not include information the Employee can show was publicly known through no wrongful act of the Employee, or was rightfully known to the Employee before employment without any obligation of confidence.
During employment and at all times afterward, the Employee shall hold Confidential Information in strict confidence, use it only in performing duties for the Company, not disclose it outside the Company except as the Company authorizes in writing, and not remove it from the Company’s premises or systems except as those duties require. The Employee shall follow the Company’s security policies and promptly report any suspected unauthorized use or disclosure.
2. Third-Party and Former Employer Information
The Employee shall not bring to the Company, disclose to it, or use in the Employee’s work any confidential information of a former employer or other third party, and represents that performing this Agreement will not breach any agreement with such a person. The Employee shall hold information the Company receives from third parties in confidence and use it only as the Company’s agreement with that party permits.
3. Assignment of Inventions
"Inventions" means all inventions, discoveries, improvements, designs, works of authorship, software, data, mask works, trade secrets, know-how and ideas, whether or not patentable or registrable, that the Employee makes, conceives or develops, alone or with others, during employment, that (a) relate at the time of conception to the Company’s business or actual or demonstrably anticipated research or development, (b) result from work the Employee performed for the Company, or (c) are developed using the Company’s equipment, supplies, facilities, Confidential Information or time.
All Inventions are the sole property of the Company. Works of authorship created within the scope of employment are works made for hire under the United States Copyright Act, and the Company is their author. To the extent any Invention is not a work made for hire, the Employee hereby irrevocably assigns to the Company all right, title and interest in the Inventions and all patent, copyright, trademark, trade secret, mask work and other intellectual property rights in them, in every country, including the right to sue for past infringement. To the extent moral rights cannot be assigned, the Employee waives them and agrees never to assert them against the Company, its successors or licensees.
4. Inventions Not Assigned (Notice under California Labor Code §2870 and Similar Laws)
Section 3 does not apply to, and this Agreement does not require the Employee to assign, any invention that the Employee develops entirely on the Employee’s own time without using the Company’s equipment, supplies, facilities or trade secret information, except for inventions that either (a) relate at the time of conception or reduction to practice to the Company’s business, or to its actual or demonstrably anticipated research or development, or (b) result from any work performed by the Employee for the Company. This Section gives the notice required by California Labor Code §2870 through §2872 and the corresponding statutes of Delaware, Illinois, Kansas, Minnesota, Nevada, New Jersey, North Carolina, Utah and Washington, and applies wherever the Employee works. The Employee bears the burden of proving that an invention qualifies, and shall disclose any such invention to the Company in confidence so the Company can make that determination.
5. Prior Inventions
The Employee has listed here all inventions, works of authorship and developments that the Employee made before employment with the Company, owns or has an interest in, and wishes to exclude from this Agreement (the "Prior Inventions"): [Prior inventions (or "None")]. If the entry is "None" or blank, the Employee represents that there are no Prior Inventions. The Employee shall not incorporate any Prior Invention into a Company product, process or Invention without the Company’s prior written consent; if a Prior Invention is nonetheless incorporated, the Employee hereby grants the Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence, with the right to sublicense, to make, use, sell, reproduce, modify, distribute and otherwise exploit that Prior Invention as part of that product, process or Invention.
6. Disclosure, Records and Cooperation
The Employee shall promptly disclose every Invention to the Company in writing and keep adequate records of Inventions, which are Company property. During and after employment, the Employee shall assist the Company, at its expense and request, in obtaining and enforcing patents, copyrights and other rights in the Inventions, including signing applications and assignments; after employment the Company shall pay a reasonable hourly rate for that time. If the Company cannot, after reasonable effort, obtain the Employee’s signature on a document needed to secure its rights in an Invention, the Employee hereby irrevocably appoints the Company and its officers as attorney-in-fact, coupled with an interest, to sign and file it in the Employee’s name.
7. Return of Materials
When employment ends for any reason, or earlier on request, the Employee shall return all Company property and all documents, devices, media and data containing or derived from Confidential Information or Inventions, keep no copy, permanently delete all Company information from personal devices and accounts, on request give access so the Company can verify the deletion, and sign a written certification of compliance with this Section.
8. Protected Rights
Nothing in this Agreement restricts the Employee from reporting possible violations of law to any government agency or participating in its investigation, making other disclosures protected by whistleblower laws, discussing wages, hours or working conditions, or exercising any right under the National Labor Relations Act, in each case without notice to or consent from the Company.
9. Notice of Immunity under the Defend Trade Secrets Act
Under 18 U.S.C. §1833(b), 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, directly or indirectly, 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 that filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use it in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose it except under court order.
10. Notification to New Employer; Remedies
For twelve (12) months after employment ends, the Employee shall give a copy of this Agreement to any new employer or client engaging the Employee in a similar role, and the Company may do the same. A breach would cause the Company irreparable harm for which damages would be inadequate, and the Company is entitled to injunctive relief without posting a bond, in addition to any other remedy. The prevailing Party in an action to enforce this Agreement may recover reasonable attorney fees and costs.
11. At-Will Employment; No Conflicting Obligations
Nothing in this Agreement creates employment for a fixed period or changes the at-will nature of the employment. During employment the Employee shall not engage in any employment, consulting or business activity that competes with the Company or uses Confidential Information, and shall disclose in writing any outside activity that might create a conflict.
12. General
This Agreement is governed by the laws of the State of [Governing law (state)], without regard to conflict-of-laws principles, and by applicable federal law. It is the entire agreement between the Parties about confidentiality and inventions and supersedes prior agreements on those subjects, but supplements any offer letter, employment agreement, non-compete or non-solicitation agreement between them. It may be amended only in a writing signed by both Parties. An unenforceable provision shall be enforced to the maximum extent permitted and the remainder continues. The Employee’s obligations survive termination and bind the Employee’s heirs. The Company may assign this Agreement to any successor or affiliate; the Employee may not assign it. This Agreement may be signed electronically and in counterparts, and the electronic execution record, timestamps and document fingerprints kept by the signing platform are conclusive evidence of its execution. The Employee acknowledges having read this Agreement, having had the opportunity to consult a lawyer, and having listed all Prior Inventions in Section 5.
Signatures
Company · Employee