Employee confidentiality and intellectual property assignment agreement
This Employee Confidentiality and Intellectual Property Assignment Agreement (the “Agreement”) is made as of [Effective date] between [Company legal name], with its principal office at [Company address] (the “Company”), and [Employee full name] (the “Employee”).
Background
The Employee is being employed, or continues to be employed, by the Company as [Employee job title]. In return for that employment, access to Confidential Information, and [any additional consideration, such as a signing payment of Amount], which the Employee acknowledges are sufficient, the Employee agrees to the terms below.
1. Definitions
“Confidential Information” means all information, in any form, that is not generally known to the public and that relates to the actual or planned business of the Company, its affiliates, or the customers, suppliers and partners that entrust information to it. It includes trade secrets, source code, algorithms, product designs and roadmaps, research, data, pricing, business plans, financial information, customer and supplier lists and terms, marketing plans, and personal information about employees, customers or others.
“Inventions” means all inventions, discoveries, ideas, improvements, works of authorship, software, designs, data compilations, processes, formulas and know-how, whether or not patentable or protected by copyright, trademark or other law.
“Company Inventions” means Inventions that the Employee creates, conceives or reduces to practice, alone or with others, during the period of employment, that (a) relate to the Company's actual or reasonably anticipated business, research or development, (b) result from any work the Employee performs for the Company, or (c) are made using the Company's time, equipment, supplies, facilities or Confidential Information.
2. Confidentiality obligations
During employment and afterwards, the Employee will hold all Confidential Information in strict confidence, use it only to perform their duties for the Company, and not disclose it to anyone outside the Company without the Company's written authorization.
The Employee will follow the Company's information security policies, including on passwords, devices, approved tools, and storage of files, and will not copy Confidential Information to personal accounts or devices except as those policies allow.
These obligations last for as long as the information remains confidential. They do not apply to information that the Employee can show is or becomes public through no fault of their own.
3. Permitted disclosures
The Employee may disclose Confidential Information to the extent required by law or court order, after giving the Company prompt notice where legally permitted so that it may seek protection.
Nothing in this Agreement prevents the Employee from reporting possible violations of law to a government or regulatory agency, from participating in an investigation, from making disclosures protected by whistleblower laws, or from discussing their own wages, hours or working conditions where the law protects that right.
Notice under the US Defend Trade Secrets Act. An individual will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state or local government official, directly or indirectly, or to a lawyer, solely for the purpose of reporting or investigating a suspected violation of law, or (b) 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 for reporting a suspected violation of law may disclose the trade secret to their lawyer and use it in the court proceeding, if they file any document containing the trade secret under seal and do not disclose it except under court order.
4. Third-party information
The Employee will not bring to the Company, or use in their work, any confidential information or trade secrets belonging to a former employer or anyone else without that person's written permission. The Employee confirms that signing and performing this Agreement does not breach any other agreement they are bound by.
The Employee will protect confidential information that the Company receives from third parties in line with the Company's obligations to them.
5. Ownership and assignment of Company Inventions
All Company Inventions, and all intellectual property rights in them anywhere in the world, belong to the Company. The Employee assigns, and agrees to assign, to the Company all of their right, title and interest in every Company Invention, effective when it is created.
The Employee will promptly and fully disclose each Company Invention to the Company in writing and will keep adequate records of it, which belong to the Company.
To the extent the Employee has moral rights in any Company Invention, the Employee waives them in favour of the Company and its successors, licensees and assigns, to the extent permitted by law, including under the Copyright Act (Canada).
Works of authorship created by the Employee in the course of employment are, where the law allows, works made for hire or works made in the course of employment, owned by the Company from creation.
6. Excluded inventions
Section 5 does not apply to an Invention that the Employee developed entirely on their own time without using the Company's equipment, supplies, facilities or Confidential Information, unless it relates at the time of conception to the Company's business or actual or demonstrably anticipated research or development, or results from any work the Employee performed for the Company. This section is intended to comply with California Labor Code section 2870 and similar laws in other states and provinces, and will be read to give the Employee at least the protection those laws require.
Prior inventions. The Employee has listed in Schedule A all Inventions made before their employment that they own or co-own, that relate to the Company's business, and that they wish to exclude from this Agreement. If the Employee incorporates a prior invention into a Company product or process, the Employee grants the Company a non-exclusive, royalty-free, irrevocable, perpetual, worldwide licence to use, modify and sell it as part of that product or process.
7. Further assistance
During and after employment, the Employee will sign documents and take other lawful steps that the Company reasonably requests to apply for, register, maintain and enforce its rights in Company Inventions, at the Company's expense. After employment ends, the Company will pay the Employee a reasonable hourly rate for time spent on this.
If the Company cannot obtain the Employee's signature after reasonable efforts, the Employee appoints the Company and its authorized officers as their attorney to sign those documents on their behalf for that limited purpose. This appointment is coupled with an interest and cannot be revoked.
8. Return of materials
When employment ends, or earlier on request, the Employee will return all Company property and all documents and files containing Confidential Information, and will permanently delete any copies on personal devices or accounts after returning a copy to the Company. On request the Employee will certify this in writing.
9. Notice to future employers
For [12] months after employment ends, the Employee will tell any new employer or client about their continuing obligations under this Agreement before starting work, and agrees that the Company may also notify them.
10. Employment relationship
This Agreement does not create a promise of employment for any period and does not change the terms of employment set out in the Employee's offer letter or employment agreement. If those documents conflict with this Agreement about confidentiality or intellectual property, the provision that gives the Company greater protection applies, to the extent the law allows.
11. Remedies and survival
The Employee agrees that a breach of this Agreement could cause the Company harm that money alone cannot fix, and that the Company may seek an injunction or other equitable relief in addition to any other remedy, without having to post a bond where the law allows. This Agreement survives the end of employment, however it ends.
12. Governing law and disputes
This Agreement is governed by the laws of [Province or state] and the federal laws of [Country] that apply there, without regard to conflict-of-laws rules that would apply the law of another place.
If a dispute arises, the Company and the Employee will first try in good faith to resolve it by discussion between people with authority to settle it, for at least 30 days after one of them gives written notice describing the dispute. If the dispute is not resolved in that time, either of them may start proceedings in the courts located in [City, Province or state], and each submits to the non-exclusive jurisdiction of those courts.
Nothing in this section prevents anyone from seeking urgent injunctive or other interim relief from any court with jurisdiction to protect confidential information, intellectual property or property, or to prevent irreparable harm.
13. Notices
Any notice under this Agreement must be in writing and delivered by hand, by courier, by registered mail, or by email to the address shown in the signature block or another address given by notice.
A notice is received: when delivered, if delivered by hand or courier on a business day before 5:00 PM local time at the place of receipt, and otherwise on the next business day; on the fifth business day after mailing, if sent by registered mail; and when sent, if sent by email before 5:00 PM local time of the recipient on a business day with no automated message that it was not delivered, and otherwise on the next business day.
Routine operational communications may be sent by any reasonable means, but a notice of breach, termination or a claim must also be sent by a method listed above.
14. Entire agreement and general terms
Entire agreement. This Agreement, including any schedules and documents it expressly refers to, is the entire agreement about its subject matter and replaces all earlier discussions, proposals and agreements about that subject matter, whether written or oral.
Amendments and waivers. A change to this Agreement is effective only if it is in writing and signed by each party. A failure or delay in enforcing a right is not a waiver of it, and a waiver of one breach is not a waiver of any other breach.
Assignment. No party may assign this Agreement without the prior written consent of the others, which will not be unreasonably withheld, except that an organization may assign it without consent to a successor to all or substantially all of its relevant business or assets by giving written notice. This Agreement binds and benefits the parties and their permitted successors and assigns.
Severability. If any provision is found invalid or unenforceable, it will be limited or removed to the minimum extent necessary, and the rest of this Agreement stays in full force.
Interpretation. Headings are for convenience only. The words “including” and “includes” mean “including without limitation”. Amounts are in [Currency] unless stated otherwise. A reference to a law includes any amendment or replacement of it.
Language. The parties have expressly required that this Agreement and all related documents be drawn up in English. Les parties ont expressément exigé que la présente entente et tous les documents connexes soient rédigés en anglais.
15. Counterparts and electronic signatures
This Agreement may be signed in any number of counterparts, each of which is an original and all of which together form one document.
The parties agree that this Agreement may be signed and delivered electronically, including through an electronic signature service such as eSora Sign. An electronic signature, and a signed copy delivered by email or as a PDF, has the same legal effect as a handwritten signature on a paper original, to the extent permitted by applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA) as adopted in the relevant state, Part 2 of the Personal Information Protection and Electronic Documents Act (PIPEDA), and provincial electronic commerce legislation in Canada.
Each party consents to receive this Agreement and related notices electronically, and agrees that the electronic record of the signing process, including any certificate of completion and audit trail, may be used as evidence that this Agreement was signed and of when it was signed.
Schedule A: Prior inventions
Inventions the Employee wishes to exclude (title, date and a short non-confidential description):
______________________________
______________________________
[ ] I have no prior inventions to list.
[ ] Additional pages are attached.
Signatures
The Employee confirms they have read and understood this Agreement, including the notice in section 3, had the chance to seek independent legal advice, and sign it voluntarily. The Company representative confirms they are authorized to sign for the Company.
EMPLOYEE
Name: ______________________________
Signature: ______________________________
Date: ______________________________
Email for notices: ______________________________
COMPANY REPRESENTATIVE
Organization: [Legal name of organization]
Name: ______________________________
Title: ______________________________
Signature: ______________________________
Date: ______________________________
Email for notices: ______________________________