confidential information invention assignment agreement

What Is a Confidentiality and Invention Assignment Agreement?

A Confidentiality and Invention Assignment Agreement is a legally binding contract that establishes the terms and conditions for disclosing confidential information and assigning intellectual property rights, protecting valuable trade secrets and inventions from unauthorized use, disclosure, or misappropriation. This agreement outlines the parties' obligations and responsibilities, preventing misunderstandings and disputes, and enables businesses to share confidential information while maintaining confidentiality. By understanding the intricacies of this agreement, businesses can safeguard the protection of their intellectual property and foster trust in their relationships – a vital step in driving innovation and growth.

Table of Contents

Purpose of the Agreement

The purpose of this Confidentiality and Invention Assignment Agreement is to establish the terms and conditions under which confidential information will be disclosed and inventions will be assigned. This agreement provides contractual clarity, guaranteeing that all parties involved are aware of their obligations and responsibilities. By outlining the specific terms of confidentiality and invention assignment, businesses can protect their valuable intellectual property and trade secrets .

In today's competitive business landscape, safeguarding sensitive information is essential for maintaining a competitive edge. This agreement serves as a indispensable tool for business protection, enabling companies to share confidential information with employees, contractors, or partners while maintaining confidentiality. By assigning inventions and intellectual property rights, businesses can retain ownership and control over their innovations. This agreement provides a thorough framework for managing confidential information and intellectual property, thereby mitigating the risk of unauthorized disclosure or misappropriation.

Confidential Information Protection

To safeguard the confidentiality of sensitive information, this agreement outlines specific protocols for the protection of confidential information, including restrictions on disclosure, use, and reproduction. This is particularly vital for protecting trade secrets, which are valuable assets that can be compromised by information leaks. The agreement guarantees that all confidential information is handled with utmost care, and any unauthorized disclosure or use is strictly prohibited.

Invention Assignment Provisions

Invention assignment provisions are a critical component of a confidentiality and invention assignment agreement, as they dictate the terms under which intellectual property rights are transferred from the inventor to the assignee. The scope of assignment is a key consideration, as it defines the breadth of inventions and intellectual property that are subject to ownership transfer. The ownership rights provision, in particular, is crucial in establishing clear title to the assigned inventions and related intellectual property.

Ownership Rights

Upon creation, all intellectual property rights to any invention or discovery, whether or not patentable, shall vest exclusively in and be owned by the Company. This provision guarantees that the Company retains full control over all intellectual property developed by its employees, contractors, or agents. This includes, but is not limited to, patents, trademarks, copyrights, and trade secrets.

The ownership rights provision is a critical component of the invention assignment agreement, as it establishes the legal boundaries of intellectual property ownership. By vesting ownership exclusively in the Company, the agreement safeguards that the Company can fully exploit and protect its intellectual property rights.

Key aspects of ownership rights include:

• Exclusive ownership : The Company retains sole ownership of all intellectual property rights.
• Global applicability : The provision applies to all intellectual property developed globally.
• Comprehensive scope : The provision covers all types of intellectual property, including patents, trademarks, copyrights, and trade secrets.

Assignment Scope

The assignment scope provisions of this agreement delineate the specific circumstances under which the Company acquires ownership of intellectual property rights to inventions or discoveries made by its employees, contractors, or agents. These provisions establish clear boundaries, preventing scope creep and safeguarding that the Company's intellectual property rights are protected.

The assignment scope provisions define the parameters of the Company's ownership rights, safeguarding that the Company's interests are protected while also respecting the intellectual property rights of its employees, contractors, and agents. By establishing clear assignment boundaries, the Company can prevent scope creep and safeguard that its intellectual property rights are protected.

Types of Protected Information

Company confidential information comprises trade secrets, business strategies, and technical know-how that provide a competitive advantage. This type of information is vital to a company's success and is often protected by confidentiality agreements.

The following types of information are commonly protected:

• Trade Secrets : Confidential manufacturing processes, formulas, or recipes that give a company a competitive edge. Examples include Coca-Cola's formula and Google's search algorithm.
• Intellectual Property : Patents, copyrights, and trademarks that are owned by the company, including software code, technical documentation, and creative works.
• Business Strategies : Confidential business plans, marketing strategies, and financial information that could be used by competitors to gain an unfair advantage.

Protecting this type of information is vital to maintaining a company's competitive advantage and preventing intellectual property theft. By understanding what types of information are protected, companies can take the necessary steps to safeguard their confidential information remains confidential.

Employee Obligations and Restrictions

Employees are bound by confidentiality obligations, which restrict their ability to disclose or use confidential information for personal gain or to the detriment of the company. This means that employees are prohibited from sharing trade secrets, proprietary information, or other confidential data with external parties or using it for personal benefit. In addition to confidentiality obligations, employees may also be subject to non-compete and non-solicitation clauses, which restrict their ability to engage in competitive activities or solicit clients or colleagues after leaving the company.

These restrictions can have a significant impact on an employee's career impact, work-life balance, and performance metrics. For instance, an employee may need to ponder exit strategies that do not involve competing with their former employer or soliciting former colleagues. Moreover, the restrictions may influence an employee's ability to shift to a new position or industry, which can affect their overall career trajectory. By understanding the scope of these obligations and restrictions, employees can better navigate their employment agreements and make informed decisions about their career paths.

Consequences of Non-Compliance

In the event of non-compliance with the confidentiality and invention assignment agreement, employees may face severe consequences. Failure to uphold their obligations can lead to legal ramifications, including lawsuits and court orders, which can lead to significant financial penalties. In addition, non-compliance can also lead to disciplinary actions, up to and including termination of employment, highlighting the importance of adhering to the agreement's terms.

Legal Ramifications

Failure to comply with the terms of the Confidentiality and Invention Assignment Agreement can lead to severe legal consequences, including but not limited to, damages, injunctive relief, and other legal remedies. Non-compliance can lead to costly legal battles, damaging an individual's or organization's reputation and financial stability.

The legal ramifications of non-compliance can be far-reaching, with court precedents setting a strong foundation for legal action against those who breach the terms of the agreement. In such cases, attorney fees can add up quickly, further exacerbating the financial burden of non-compliance.

Some key legal consequences of non-compliance include:

• Damages : Monetary compensation for losses incurred due to breach of contract.
• Injunctive Relief : Court-ordered restrictions to prevent further breaches of the agreement.
• Attorney Fees : The cost of legal representation, which can be substantial in complex cases.

It is crucial to understand the legal implications of non-compliance and take measures to guarantee adherence to the terms of the Confidentiality and Invention Assignment Agreement.

Financial Penalties

Non-compliance with the terms of the Confidentiality and Invention Assignment Agreement can lead to substantial financial penalties, which can have a debilitating impact on an individual's or organization's fiscal stability. In cases of breach, the agreement may stipulate breach fines, which can be substantial and crippling to one's financial health. These fines serve as a deterrent, encouraging parties to adhere to the agreement's terms and protect confidential information.

Penalty clauses are often incorporated into the agreement to outline the specific financial consequences of non-compliance. These clauses may include liquidated damages, which provide a predetermined amount of compensation in the event of a breach. The penalty clauses may also specify the method of calculation for damages, ensuring that the offending party is held accountable for their actions.

In addition to breach fines, non-compliance may also lead to other financial repercussions, such as legal fees, damages, and lost business opportunities. Therefore, it is essential for parties to understand the financial implications of non-compliance and to take necessary measures to ensure adherence to the agreement's terms. By doing so, individuals and organizations can mitigate the risk of financial penalties and protect their financial well-being.

Importance in Business Relationships

A well-drafted Confidentiality and Invention Assignment Agreement is crucial to fostering trust and protecting intellectual property in business relationships, as it clearly outlines the parties' obligations and responsibilities. This agreement plays a vital role in establishing a foundation of trust and cooperation between partners, investors, and employees. By outlining the terms of confidentiality and intellectual property ownership, parties can confidently share sensitive information, collaborate on projects, and drive innovation.

The importance of a Confidentiality and Invention Assignment Agreement in business relationships can be summarized as follows:

• Establishes Business Trust : A clear agreement helps build trust among partners, ensuring that sensitive information is protected and intellectual property is assigned correctly.
• Clarifies Partnership Dynamics : The agreement outlines the roles and responsibilities of each party, preventing misunderstandings and disputes.
• Protects Intellectual Property : By assigning ownership of intellectual property, the agreement safeguards innovative ideas and creations, ensuring that they are used for the intended purpose.

Frequently Asked Questions

What happens if an employee refuses to sign the agreement?.

If an employee refuses to sign a confidentiality and invention assignment agreement, employment implications may arise, including potential termination or limits on job responsibilities, while legal consequences could include disputes over intellectual property ownership and potential litigation .

Can Independent Contractors Be Required to Sign This Agreement?

Independent contractors, as freelance workers, can be required to sign a Confidentiality and Invention Assignment Agreement, thereby acknowledging their freelance obligations to protect intellectual property and maintain confidentiality.

Are Confidentiality Agreements Legally Enforceable in All Jurisdictions?

While confidentiality agreements are generally legally enforceable, jurisdictional variations in legal frameworks can impact their validity, with some jurisdictions imposing stricter requirements or limitations on their enforceability.

How Long Does Confidentiality Protection Typically Last?

Typically, confidentiality protection lasts for a specified period, usually 2-5 years, but can extend indefinitely under certain circumstances, adhering to industry standards and contractual time frames, which vary depending on jurisdiction and negotiation.

Can an Employer Waive the Confidentiality Requirement?

An employer may waive the confidentiality requirement through explicit waiver clauses in the agreement, potentially limiting employer liability, but careful drafting is vital to avoid unintended consequences and maintain contractual integrity.

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Confidentiality and Invention Assignment Agreement

A confidentiality and invention assignment agreement is typically signed by all founders and employees of company. The agreement creates a confidential relationship between the parties to protect any type of confidential and proprietary information and assigns all relevant work product to the company during the signors employment with the company.

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Invention Assignment Agreement

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An invention assignment agreement is a legal contract between an employer and a contractor or employee. It has become important as the world becomes increasingly digital. It is because intellectual property has become an invaluable asset for businesses. Protecting this asset is essential to ensure that companies retain their competitive edge. One way to do this is through an invention assignment agreement. This legal contract assigns ownership rights to any intellectual property created by an employee or contractor during their employment or contract period.

Essential Features of an Invention Assignment Agreement

Invention assignment agreement outlines ownership rights to any intellectual property created during the employee's tenure or contract period. Intellectual property includes patents, copyrights , trade secrets, and trademarks . The invention assignment agreement is essential to ensure that the employer retains ownership of any intellectual property created by the employee or contractor while working for the company.

The agreement typically includes confidentiality, incentives, and dispute-resolution provisions. Employees and contractors should carefully review the terms of the agreement and seek legal advice before signing. Invention assignment agreements are becoming increasingly common in industries that rely heavily on intellectual property, such as technology and biotech.

Importance of Invention Assignment Agreements

There are several reasons why invention assignment agreements are important. Some of these reasons include the following:

• Protecting Intellectual Property: As mentioned earlier, intellectual property is a valuable business asset. Invention assignment agreements help protect this asset by ensuring that the employer retains ownership rights to any intellectual property created by the employee or contractor.
• Clear Ownership: Without an invention assignment agreement, there can be confusion over who owns the intellectual property created during an employee's tenure. The agreement makes it clear that the employer owns intellectual property.
• Avoiding Disputes: Invention assignment agreements can help avoid disputes over intellectual property ownership. The agreement outlines ownership rights and can act as evidence in a dispute.

Key Provisions of an Invention Assignment Agreement

When creating an invention assignment agreement, several key provisions should be included. These provisions include:

• Definition of Intellectual Property: Defining what constitutes intellectual property is essential. This ensures that both parties understand what is covered under the agreement.
• Scope of the Agreement: The agreement should specify the types of intellectual property covered, such as patents, copyrights, trade secrets, and trademarks.
• Assignment of Ownership: The agreement should clearly state that the employee or contractor assigns ownership rights to any intellectual property created during their tenure.
• Confidentiality: The agreement should include a confidentiality clause to ensure that the employee or contractor does not disclose confidential information to third parties.
• Incentives: Employers can provide incentives to encourage employees to create intellectual property. The agreement should specify what incentives are available to the employee.

How to Enforce an Invention Assignment Agreement

Enforcing an invention assignment agreement can be challenging, especially if the employee or contractor disputes intellectual property ownership. However, there are several steps that employers can take to enforce the agreement:

• Review the Agreement: The first step is to review the invention assignment agreement to ensure it is legally binding and enforceable. Employers should ensure the agreement is properly signed and all key provisions are included.
• Notify the Employee or Contractor: If the employer believes that the employee or contractor has breached the invention assignment agreement, they should notify the employee or contractor in writing. The notification should specify the alleged breach and provide a copy of the agreement.
• Investigate the Alleged Breach: Employers should investigate the alleged breach to determine if there is evidence of wrongdoing. This may involve reviewing company records, interviewing witnesses, or consulting legal experts.
• Attempt to Resolve the Dispute: If possible, the employer should attempt to resolve the dispute with the employee or contractor. This may involve negotiating a settlement or agreeing to modify the terms of the invention assignment agreement.
• Seek Legal Action: The employer may need legal action if the dispute cannot be resolved. This may involve filing a lawsuit to enforce the agreement or seeking an injunction to prevent the employee or contractor from using the intellectual property.

It is essential to have a solid invention assignment agreement in place to protect your intellectual property. Employers can enforce the agreement and protect their valuable assets by following the steps outlined above. However, seeking legal advice before taking any legal action is important, as the laws governing intellectual property can be complex and vary by jurisdiction. A qualified attorney can provide guidance and protect the employer's rights.

Tips for Invention Assignment Agreement Terms

When negotiating an invention assignment agreement, there are several tips that employees and contractors should keep in mind. Some of these tips include:

• Seek Legal Advice: Employees and contractors should seek legal advice before signing an invention assignment agreement. A lawyer can review the agreement and ensure that the terms are fair.
• Negotiate Incentives: Employees and contractors can negotiate incentives, such as bonuses or equity, for creating valuable intellectual property.
• Clarify Ownership Rights: Employees and contractors should clarify ownership rights to any intellectual property created outside work hours or using their resources.
• Understand the Consequences of Breaching the Agreement: It is essential to understand the consequences of breaching the invention assignment agreement. Breaching the agreement can result in legal action and termination of employment.

Key Terms for Invention Assignment Agreements

• Intellectual Property: Refers to any creation of the mind, including inventions, designs, and artistic works, that can be protected by law.
• Scope of Agreement : Outlines the intellectual property of the invention assignment agreement.
• Assignment of Ownership: Specifies that the employer is the sole owner of any intellectual property created by the employee or contractor during their tenure or contract period.
• Confidentiality: Requires the employee or contractor to keep all information related to the intellectual property confidential.
• Incentives: Employees or contractors may provide compensation or other incentives for creating valuable intellectual property.

Final Thoughts on Invention Assignment Agreements

Invention assignment agreements are essential to protect intellectual property and avoid disputes over ownership rights. Employers should ensure that their employees and contractors sign an invention assignment agreement. Employees and contractors should seek legal advice before signing the agreement and negotiating favorable terms. By following the tips outlined in the blog post, both parties can reach an agreement that protects their interests.

An invention assignment agreement is a legal contract that outlines ownership rights to any intellectual property created during an employee's tenure or contract period. The agreement is essential to ensure that the employer retains ownership of any intellectual property created by the employee or contractor while working for the company.

Key provisions to include in an invention assignment agreement include a definition of intellectual property, the scope of the agreement, assignment of ownership, confidentiality, and incentives. Employees and contractors should seek legal advice before signing the agreement and negotiating favorable terms. By following these guidelines, companies can protect their intellectual property while incentivizing their employees and contractors to create valuable assets.

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Meet some of our Invention Assignment Agreement Lawyers

I am a licensed and active NY and CT Contracts Attorney, with over 20 years of diverse legal and business experience. I specialize in reviewing, drafting and negotiating commercial agreements. My practice focuses on working with small business clients as well as clients from international brokerage firms on acquisitions, especially in the Ecommerce space; drafting, negotiating, reviewing and advising on business agreements; ; breach of contract issues, contract disputes and arbitration. I am licensed to practice in New York and Connecticut, and am a FINRA and NCDS Arbitrator. My experience includes serving as General Counsel to small businesses. This entails reviewing, updating and drafting contracts such as employments agreements, asset purchase agreements, master services agreements, operating agreements and a variety of business and commercial contracts. Additionally, I assist clients with business strategies, contract disputes and arbitration. My diverse experience allows me to give my clients a well-rounded approach to the issues they face. I have been at top AML law firms; a Vice President at an Investment Bank, a Civil Court Arbitrator presiding over cases in contract law, commercial law, a Hearing Officer, presiding over cases and rendering written decisions, and a Judicial Clerk to a Civil Court Judge. It would be a privilege to assist you and your business with my services.

Skilled in the details of complex corporate transactions, I have 15 years experience working with entrepreneurs and businesses to plan and grow for the future. Clients trust me because of the practical guided advice I provide. No deal is too small or complex for me to handle.

www.linkedin/in/michaelbmiller I am an experienced contracts professional having practiced nearly 3 decades in the areas of corporate, mergers and acquisitions, technology, start-up, intellectual property, real estate, employment law as well as informal dispute resolution. I enjoy providing a cost effective, high quality, timely solution with patience and empathy regarding client needs. I graduated from NYU Law School and attended Rutgers College and the London School of Economics as an undergraduate. I have worked at top Wall Street firms, top regional firms and have long term experience in my own practice. I would welcome the opportunity to be of service to you as a trusted fiduciary. In 2022 and 2023, I was the top ranked attorney on the Contract Counsel site based upon number of clients, quality of work and number of 5 Star reviews.

Agnes Mombrun Geter is the Founder and Managing Attorney of Mombrun Law, PLLC. She is an experienced attorney and is a member of the Florida Bar, New Jersey Bar, and the Pennsylvania Bar. The firm's practice focuses on Estate Planning, Business Law, and Debt Settlement including IRS Debt Relief. The firm's goal is to simplify the law and provide clients with the confidence and information necessary to make their decisions. The firm also provides project-based legal services to other attorneys and law firms, along with assisting as personal counsel and local counsel on legal matters.

Have over 40+ years of corporate and commercial law experience.

I am a business attorney with years of experience advising individual entrepreneurs and small businesses on issues ranging from entity selection/formation to employment law compliance, to intellectual property protection and exploitation. I often act as General Counsel for my clients fulfilling the legal function as part of a team of managers. I look forward to learning more about your business and how I may be of assistance.

My practice has involved a wide range of legal matters from commercial real estate, finance and international business transactions to litigation matters including commercial disputes, real estate, employment, and medical malpractice. Proficient in Spanish, I graduated from the University of Kentucky College of Law, the Patterson School of Diplomacy and International Commerce, and the University of Southern California. Prior to my legal career, I sought diverse professional experiences. After graduating from college, I orchestrated my own volunteering experience in southern Peru with a small non-profit organization. Later I gained valuable professional experience as part of a U.S. Senate campaign, and after that I joined the public policy team at Greater Louisville, Inc., Louisville's Chamber of Commerce affiliate. Prior to law school, I embarked on a month long excursion with the Northern Outdoor Leadership School in Alaska, which gave me a new found appreciation for sustainability.

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Form of Employee Confidential Information and Inventions Assignment Agreement

Click here to use the Cooley GO Docs Employee Confidential Information and Inventions Assignment Agreement (CIIAA) Generator.

This document should be signed by each California employee to confirm that the employee will protect any confidential information received as part of his or her employment, both during and after their employment, and that any work and inventions produced while working for the company related to the company’s business belong to the company and not to the employee individually.

Note that this document is intended for use by  US companies with  California employees only .

Check out our related articles Drafting Offer Letters: Keys to Simple and Effective Employment Agreements  and  Tips for Onboarding Employees to Early-Stage Companies .

To learn more about protecting your company’s intellectual property, visit  Create and Protect .

Looking for a Singapore version? Check out our Form of Employee Confidential Information and Inventions Agreement  for Singapore companies.

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Free Invention Assignment Agreement Template for Microsoft Word

Download this free Invention Assignment Agreement template as a Word document to help you in providing confidentiality, privacy, and licensing clauses

Invention Assignment Agreement

As a condition of my becoming employed (or my employment being continued) by or retained as a consultant (or my consulting relationship being continued) by [Insert Company Name] of [Insert Company Address] or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration of my employment or consulting relationship with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following:

1. EMPLOYMENT OR CONSULTING RELATIONSHIP.

I understand and acknowledge that this Agreement does not alter, amend or expand upon any rights I may have to continue in the employ of, or in a consulting relationship with, or the duration of my employment or consulting relationship with, the Company under any existing agreements between the Company and me or under applicable law. Any employment or consulting relationship between the Company and me, whether commenced prior to or upon the date of this Agreement, shall be referred to herein as the “Relationship.”

2. AT-WILL RELATIONSHIP.

I understand and acknowledge that my Relationship with the Company is and shall continue to be at-will, as defined under applicable law, meaning that either I or the Company may terminate the Relationship at any time for any reason or no reason, without further obligation or liability.

3. CONFIDENTIAL INFORMATION.

(a) Company Information. I agree at all times during the term of my Relationship with the Company and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm, corporation or other entity without the written authorization of the Board of Directors of the Company, any Confidential Information of the Company which I obtain or create. I further agree not to make copies of such Confidential Information except as authorized by the Company. I understand that “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, business plans and strategies, Internet addresses and web pages, research, product plans, products, services, suppliers, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the Relationship), prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets or other business information disclosed to me by the Company either directly or indirectly in writing, orally or by drawings or observation of interfaces, parts or equipment or created by me during the period of the Relationship on behalf of or within the course and scope of my performance of services to the Company, whether or not during working hours. I understand that “Confidential Information” includes, but is not limited to, information pertaining to any aspects of the Company’s business which is either information not known by actual or potential competitors of the Company or is proprietary information of the Company or its customers or suppliers, whether of a technical nature or otherwise. I further understand that Confidential Information does not include any of the foregoing items which has become publicly and widely known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved.

This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.

(b) Former Employer Information. I represent that my performance of all terms of this Agreement as an employee or consultant of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge, or data acquired by me in confidence or trust prior or subsequent to the commencement of my Relationship with the Company, and I will not disclose to the Company or induce the Company to use, any inventions, the confidential or proprietary information or material belonging to any previous employer or any other party.

(c) Third Party Information. I recognize that the Company has received and in the future will receive confidential or proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm, or corporation or to use it except as necessary in carrying out my work for the Company consistent with the Company’s agreement with such third party.

4. INVENTIONS.

(a) Inventions Retained and Licensed. I have attached hereto, as Exhibit A, a list describing with particularity all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to the commencement of the Relationship (collectively referred to as “Prior Inventions”), which belong solely to me or belong to me jointly with another, which relate in any way to any of the Company’s proposed businesses, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions. If, in the course of my Relationship with the Company, I incorporate into a Company product, process or the machine a Prior Invention owned by me or in which I have an interest, the Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, sell and otherwise distribute such Prior Invention as part of or in connection with such product, process or the machine.

(b) Assignment of Inventions. I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest throughout the world in and to any and all inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable under the copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time in which I am employed by or a consultant of the Company (collectively referred to as “Inventions”). I further acknowledge that all inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets which are made by me (solely or jointly with others) within the scope of and during the period of my Relationship with the Company are “works made for hire” (to the greatest extent permitted by applicable law) and are compensated by my salary (if I am an employee) or by such amounts paid to me under any applicable consulting agreement or consulting arrangements (if I am a consultant), unless regulated otherwise by the mandatory law of the state of [Insert State].

(c) Maintenance of Records. I agree to keep and maintain adequate and current written records of all Inventions made by me (solely or jointly with others) during the term of my Relationship with the Company. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, and any other format. The records will be available to and remain the sole property of the Company at all times. I agree not to remove such records from the Company’s place of business except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the purpose of furthering the Company’s business.

(d) Patent and Copyright Rights. I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Inventions and any copyrights, patents, trademarks, mask work rights, moral rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordation’s, and all other instruments which the Company shall deem necessary in order to apply for, obtain, maintain and transfer such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement until the expiration of the last such intellectual property right to expire in any country of the world. If the Company is unable because of my mental or physical incapacity or unavailability or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney, in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent or copyright registrations thereon with the same legal force and effect as if originally executed by me. I hereby waive and irrevocably quitclaim to the Company and all claims, of any nature whatsoever, which I now or hereafter have for infringement of any and all proprietary rights assigned to the Company.

5. RETURNING COMPANY DOCUMENTS.

I agree that, at the time of termination of my Relationship with the Company, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow charts, equipment, other documents or property, or reproductions of any aforementioned items developed by me pursuant to the Relationship or otherwise belonging to the Company, its successors or assigns. I further agree that to any property situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets, or other work areas, is subject to inspection by Company personnel at any time with or without notice. In the event of the termination of the Relationship, I agree to sign and deliver the “Termination Certification” attached hereto as Exhibit B.

6. NOTIFICATION TO OTHER PARTIES.

(a) Employees. In the event that I leave the employ of the Company, I hereby consent to notification by the Company to my new employer about my rights and obligations under this Agreement.

(b) Consultants. I hereby grant consent to notification by the Company to any other parties besides the Company with whom I maintain a consulting relationship, including parties with whom such relationship commences after the effective date of this Agreement, about my rights and obligations under this Agreement.

7. SOLICITATION OF EMPLOYEES, CONSULTANTS AND OTHER PARTIES.

I agree that during the term of my Relationship with the Company, and for a period of twelve (12) months immediately following the termination of my Relationship with the Company for any reason, whether with or without cause, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Nothing in the previous sentence shall apply to hiring any employee or consultant through general, non-specific solicitations. Further, for a period of twenty-four (24) months following termination of my Relationship with the Company for any reason, with or without cause, I shall not solicit any licensor to or customer of the Company or licensee of the Company’s products, in each case, that is known to me, with respect to any business, products or services that are competitive to the products or services offered by the Company or under development as of the date of termination of my Relationship with the Company.

8. REPRESENTATIONS AND COVENANTS.

(a) Facilitation of Agreement. I agree to execute promptly any proper oath or verify any proper document required to carry out the terms of this Agreement upon the Company’s written request to do so.

(b) Conflicts. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to commencement of my Relationship with the Company. I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict with any of the provisions of this Agreement.

(c) Voluntary Execution. I certify and acknowledge that I have carefully read all of the provisions of this Agreement and that I understand and willfully and faithfully comply with such provisions.

9. GENERAL PROVISIONS.

(a) Governing Laws. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of [Insert Relevant State], without giving effect to the principles of conflict of laws.

(b) Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, obligations, rights, or compensation will not affect the validity or scope of this Agreement.

(c) Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

(d) Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators, and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.

(e) Survival. The provisions of this Agreement shall survive the termination of the Relationship and the assignment of this Agreement by the Company to any successor in interest or other assignees.

(f) Signatories. This Agreement shall be signed on behalf of the Company by [Insert Name of Company Represetative] and by me. This Agreement shall take effect immediately after being signed by both parties.

(g) Advice of Counsel. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

_____________________________________________________________

By: ___________________________________ Date: __________________

EMPLOYEE/CONSULTANT:

TO CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT

LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP EXCLUDED FROM SECTION 4

Description:

□ No inventions or improvements □ Additional Sheets Attached

TERMINATION CERTIFICATE

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to _________________, its subsidiaries, affiliates, successors or assigns (together with the “Company”).

I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement.

I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data, or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information or other subject-matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees.

I further agree that for twelve (12) months from the date of this Certificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Nothing in the previous sentence shall apply to non-specific solicitations. Further, for a period of twenty-four (24) months from the date of this Certificate, I shall not solicit any licensor to or customer of the Company or licensee of the Company’s products, in each case, that is known to me, with respect to any business, products or services that are competitive to the products or services offered by the Company or under development as of the date of termination of my Relationship with the Company.

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Confidential information and invention assignment agreement.

As a condition of my becoming employed (or my employment being continued) by or retained as a consultant (or my consulting relationship being continued) [Name of Company], a [State of Formation] [Type of entity], with any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the "Company"), and in consideration of my employment or consulting relationship with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following:

1. Employment or Consulting Relationship. I understand and acknowledge that this Agreement does not alter, amend or expand upon any rights I may have to continue in the employ of, or in a consulting relationship with, or the duration of my employment or consulting relationship with, the Company under any existing agreements between the Company and me or under applicable law. Any employment or consulting relationship between the Company and me, whether commenced prior to or upon the date of this Agreement, shall be referred to herein as the "Relationship."

2. At-Will Employment. I understand and acknowledge that my Relationship with the Company is and shall continue to be at-will, as defined under applicable law, meaning that either I or the Company may terminate the Relationship at any time for any reason or no reason, without further obligation or liability.

3. Confidential Information.

(a) Company Information. I agree at all times during the term of my Relationship with the Company and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm, corporation or other entity without written authorization of the [Board of Directors] of the Company, any Confidential Information of the Company which I obtain or create. I further agree not to make copies of such Confidential Information except as authorized by the Company. I understand that "Confidential Information" means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, suppliers, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the Relationship), prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets or other business information disclosed to me by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment or created by me during the period of the Relationship, whether or not during working hours. I understand that "Confidential Information" includes, but is not limited to, information pertaining to any aspects of the Company's business which is either information not known by actual or potential competitors of the Company or is proprietary information of the Company or its customers or suppliers, whether of a technical nature or otherwise. I further understand that Confidential Information does not include any of the foregoing items which has become publicly and widely known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved.

(b) Former Employer Information. I represent that my performance of all terms of this Agreement as an employee or consultant of the Company have not breached and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me in confidence or trust prior or subsequent to the commencement of my Relationship with the Company, and I will not disclose to the Company, or induce the Company to use, any inventions, confidential or proprietary information or material belonging to any previous employer or any other party.

(c) Third Party Information. I recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work for the Company consistent with the Company's agreement with such third party.

4. Inventions.

(a) Inventions Retained and Licensed. I have attached hereto, as Exhibit A, a list describing with particularity all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to the commencement of the Relationship (collectively referred to as "Prior Inventions"), which belong solely to me or belong to me jointly with another, which relate in any way to any of the Company's proposed businesses, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions. If, in the course of my Relationship with the Company, I incorporate into a Company product, process or machine a Prior Invention owned by me or in which I have an interest, the Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, sell and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

(b) Assignment of Inventions. I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title and interest throughout the world in and to any and all inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time in which I am employed by or a consultant of the Company (collectively referred to as "Inventions"), except as provided in Section 4(e) below. I further acknowledge that all inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets which are made by me (solely or jointly with others) within the scope of and during the period of my Relationship with the Company are "works made for hire" (to the greatest extent permitted by applicable law) and are compensated by my salary (if I am an employee) or by such amounts paid to me under any applicable consulting agreement or consulting arrangements (if I am a consultant), unless regulated otherwise by the mandatory law of the state of California.

(c) Maintenance of Records. I agree to keep and maintain adequate and current written records of all Inventions made by me (solely or jointly with others) during the term of my Relationship with the Company. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, and any other format. The records will be available to and remain the sole property of the Company at all times. I agree not to remove such records from the Company's place of business except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the purpose of furthering the Company's business.

(d) Patent and Copyright Rights. I agree to assist the Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in the Inventions and any copyrights, patents, trademarks, mask work rights, moral rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which the Company shall deem necessary in order to apply for, obtain, maintain and transfer such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement until the expiration of the last such intellectual property right to expire in any country of the world. If the Company is unable because of my mental or physical incapacity or unavailability or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent or copyright registrations thereon with the same legal force and effect as if originally executed by me. I hereby waive and irrevocably quitclaim to the Company any and all claims, of any nature whatsoever, which I now or hereafter have for infringement of any and all proprietary rights assigned to the Company.

(e) Exception to Assignments. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached hereto as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet such provisions and are not otherwise disclosed on Exhibit A.

5. Returning Company Documents. I agree that, at the time of termination of my Relationship with the Company, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow charts, equipment, other documents or property, or reproductions of any aforementioned items developed by me pursuant to the Relationship or otherwise belonging to the Company, its successors or assigns. I further agree that to any property situated on the Company's premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. In the event of the termination of the Relationship, I agree to sign and deliver the "Termination Certification" attached hereto as Exhibit C.

6. Notification to Other Parties.

(a) Employees. In the event that I leave the employ of the Company, I hereby consent to notification by the Company to my new employer about my rights and obligations under this Agreement.

(b) Consultants. I hereby grant consent to notification by the Company to any other parties besides the Company with whom I maintain a consulting relationship, including parties with whom such relationship commences after the effective date of this Agreement, about my rights and obligations under this Agreement.

7. Solicitation of Employees, Consultants and Other Parties. I agree that during the term of my Relationship with the Company, and for a period of twenty four (24) months immediately following the termination of my Relationship with the Company for any reason, whether with or without cause, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company's employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, for a period of twenty-four (24) months following termination of my Relationship with the Company for any reason, with or without cause, I shall not solicit any licensor to or customer of the Company or licensee of the Company's products, in each case, that are known to me, with respect to any business, products or services that are competitive to the products or services offered by the Company or under development as of the date of termination of my Relationship with the Company.

8. Representations and Covenants.

(a) Facilitation of Agreement. I agree to execute promptly any proper oath or verify any proper document required to carry out the terms of this Agreement upon the Company's written request to do so.

(b) Conflicts. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to commencement of my Relationship with the Company. I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict with any of the provisions of this Agreement.

(c) Voluntary Execution. I certify and acknowledge that I have carefully read all of the provisions of this Agreement and that I understand and will fully and faithfully comply with such provisions.

9. General Provisions.

(a) Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California, without giving effect to the principles of conflict of laws.

(b) Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, obligations, rights or compensation will not affect the validity or scope of this Agreement.

(c) Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

(d) Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.

(e) Survival. The provisions of this Agreement shall survive the termination of the Relationship and the assignment of this Agreement by the Company to any successor in interest or other assignee.

(f) ADVICE OF COUNSEL. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

[Signature Page Follows]

The parties have executed this Agreement on the respective dates set forth below:

[Signature blocks]

LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP EXCLUDED FROM SECTION 4

Identifying Number Title Date or Brief Description

___ No inventions or improvements ___ Additional Sheets Attached Signature of Employee/Consultant: _________________ Print Name of Employee/Consultant: ________________ Date: _____________________________________________

Section 2870 of the California Labor Code is as follows:

(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or

(2) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

TERMINATION CERTIFICATION

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Name of Company], its subsidiaries, affiliates, successors or assigns (together the "Company").

I further certify that I have complied with all the terms of the Company's Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement.

I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees.

I further agree that for twenty-four (24) months from the date of this Certificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company's employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, for a period of twenty-four (24) months from the date of this Certificate, I shall not solicit any licensor to or customer of the Company or licensee of the Company's products, in each case, that are known to me, with respect to any business, products or services that are competitive to the products or services offered by the Company or under development as of the date of termination of my Relationship with the Company.

(Employee's Signature)

(Type/Print Employee's Name)