invention assignment agreement meaning

Invention Assignment Agreements – How to Avoid Pitfalls

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What You Need to Know About Invention Assignment Agreements

One way for a company to protect its intellectual property —such as trademarks, trade secrets and patents—is to require employees, consultants, independent contractors and even partners to sign what’s known as an “invention assignment agreement.” Do you think you might need one for your business? Read on.

What do invention assignment agreements do?

Invention assignment agreements are contracts that stipulate that anything the signee creates or develops on behalf of the company, is the property of the company. By signing an invention assignment agreement, the party relinquishes ownership rights to inventions and intellectual property he creates during his employment.

What is included in invention assignment agreements?

Specific terms vary, but usually these contracts include provisions regarding assignment of inventions, disclosure and a power of attorney. The assignment provision delineates the types of intellectual property the agreement covers. Depending on your needs, you may wish to make this part of the contract quite broad and include ideas (that are, or are not, implemented). The disclosure provision requires the signee to tell the company about inventions, developments, etc., she creates during the course of her employment. A power of attorney provision ensures that the business can proceed with registering ownership rights of the intellectual property even without the signee’s assistance or cooperation. Some agreements also include holdover clauses—which continue to apply after the signee’s employment ends—though courts are more skeptical of these, so they should be limited in time (six months to a year) and scope.

What kinds of businesses use invention assignment agreements?

While any business may benefit from these agreements, they are especially common in industries such as research and development, software and other engineering, technical fields and various creative pursuits.

Are invention assignment agreements enforceable?

While all states permit them, some jurisdictions do place restrictions on their enforcement , so legal advice on their formation and execution is essential. Do you want to protect your company’s intellectual property? Call us at (314) 454-9100 or send a message to discuss whether invention assignment agreements are the right solution for you.

About the Author

Pete Salsich III has been General Counsel for Coolfire Studios, LLC (an entertainment content creation studio), Coolfire Solutions, Inc. (a mobile software development studio focused on the military and commercial enterprise), and MedAware Solutions, Inc. (a mobile software platform company focused on the healthcare industry). Since joining AEGIS, Pete continues to serve in this capacity.

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Invention Assignment Agreement

What Is an Invention Assignment Agreement?

Should you have new hires sign one, when to use an invention agreement.

• Employing workers to invent . If you are bringing on employees to invent, create or improve on behalf of your company, you’ll want them to sign an invention assignment agreement before they begin work.
• Employing independent contractors and freelancers . When you contract workers to create solutions that may require copyright or patent protection, consider getting a signed invention assignment agreement. These agreements are often rolled into other contracts and may come as less of a surprise to contract workers.
• Making a business case for safeguarding . If your business relies on innovations, inventions and branded solutions, you might want to make invention agreements part of your standard new-hire paperwork.

When Not to Use an Invention Agreement

• Employing workers as a stable asset . When you bring an employee on in a role not traditionally inventive, there’s no reason to burden the employment relationship with a legal document. Many great employees improve their work environment, processes and programs by incremental efforts.
• Collaborating with partners. Collaborating with other companies or brands entangles the inventive process a little more than traditional employment or contract work. In these cases, an invention agreement simply does not cover the scenario. You will need legal help to develop an appropriate contract.
• Not making a business case for safeguarding . If you have no intention of seeking patent protection for ideas or inventions, you should leave employees free of legal barriers if they want to safeguard their work.

Limitations of Invention Assignment Agreements

What to include in an employee invention agreement, 1. an assignment provision, 2. a disclosure provision, 3. a power of attorney provision.

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Employee Invention Assignment Agreements

When an employee creates a new invention while working for an employer, it is common for the employer to require the employee to assign ownership of the invention to the company. This can be done through an Employee Invention Assignment Agreement (EIAA). The purpose of an EIAA is to ensure that the employer has the necessary rights and interests in any inventions created by its employees during their employment.

Types of EIAAs

There are several types of EIAAs, including:

• Exclusive Right-to-Assign Agreements: This type of agreement requires the employee to assign all ownership rights to the invention to the employer.
• Non-Exclusive Right-to-License Agreements: This type of agreement allows the employee to retain some ownership rights in the invention, but grants the employer a non-exclusive license to use and exploit the invention.
• Option Agreements: This type of agreement gives the employer an option to purchase or license the invention from the employee.

What Should Be Included in an EIAA?

An EIAA should include the following provisions:

• Definition of Invention: The agreement should clearly define what is meant by an "invention" for purposes of the agreement.
• Scope of Assignment: The agreement should specify which inventions are subject to assignment and whether the employee is required to assign all ownership rights in each invention or only a specific type of invention (e.g., patents).
• Timing of Assignment: The agreement should specify when the employee must assign the invention, such as at the time of creation or upon termination of employment.
• Consideration: The agreement should state what consideration (e.g., compensation, benefits) the employer is providing to the employee in exchange for the assignment of the invention.
• Confidentiality: The agreement should include a provision requiring the employee to maintain confidentiality regarding the invention and any information related thereto.
• Warranty and Representation: The agreement should include a warranty and representation by the employee that they have the right to assign the invention and that it does not infringe on any third-party rights.

Enforceability of EIAAs

To be enforceable, an EIAA must comply with applicable laws and regulations, including:

• Statute of Frauds: The agreement must be in writing and signed by the parties.
• Unilateral Contracts: The agreement must be a bilateral contract, meaning it requires both parties to make a promise or perform an act.
• Consideration: The agreement must provide consideration (e.g., compensation, benefits) to the employee in exchange for the assignment of the invention.

Best Practices for Drafting EIAAs

When drafting an EIAA, consider the following best practices:

• Keep it Simple: Use clear and concise language to avoid confusion.
• Make it Comprehensive: Include all necessary provisions to ensure the agreement covers all relevant aspects of the invention.
• Consider Industry-Specific Issues: Take into account industry-specific issues that may impact the agreement (e.g., trade secrets, intellectual property laws).
• Obtain Legal Advice: Consult with a qualified attorney to ensure the agreement complies with applicable laws and regulations.

Employee Invention Assignment Agreements are an essential tool for employers seeking to protect their intellectual property interests. By understanding the types of EIAAs, what should be included in them, and how they can be enforced, employers can better navigate the complexities of assigning ownership rights in employee-invented inventions.

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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How to Draft an Invention Assignment Agreement

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Introduction

In the fast-paced world of technology, an invention assignment agreement is a key document for any inventor, entrepreneur or business owner. It provides legal protection and ensures that inventors receive a fair return on their inventions. But what exactly is an invention assignment agreement and why do entrepreneurs and business owners need one?

An invention assignment agreement is a legally binding contract that assigns ownership of an invention to another party, such as an employer or investor. The Agreement outlines the inventor’s rights and duties with regards to the use of their intellectual property while protecting them from theft or infringement by other parties. Furthermore, it clearly outlines payment terms, including any royalties or bonuses due to the inventor for their work. Having an Invention Assignment Agreement in place grants inventors peace of mind that their hard work will be rewarded fairly - something which can be invaluable when trying to succeed in the competitive technological landscape.

Business owners too should understand the importance of having a well-drafted Invention Assignment Agreement at hand as it can provide assurance that investments are adequately protected and secure from intellectual property theft. This can be crucial for entrepreneurs wanting to ensure long-term business success without facing costly legal disputes further down the line.

For anyone needing assistance creating an Invention Assignment Agreement, Genie AI offers a comprehensive resource to help you get started with drafting your own legally binding documents - all without paying a lawyer! Genie AI’s open source legal template library harnesses millions of data points to show you what constitutes market standard agreements; allowing users to customize high quality documents in minutes – saving both time and money! Our step-by-step guidance provides all the information needed on how to access our library today so you can get your project off to a strong start - all without needing a Genie AI account! So if you’re looking for reliable advice on how best tackle your next big venture - read on!

Definitions (feel free to skip)

Scope of Assignment – The range and limits of what is being assigned. Inventor – The person who creates or discovers something new. Assignee – The person or organization to whom something is assigned. Trade Secret – Information not generally known that gives a business an advantage over its competitors. Patent Application – A request to the government for permission to make, use, or sell an invention. Trademark – A distinctive word, phrase, symbol, or design used to identify a product or service. Copyright – A legal right that grants the creator of an original work exclusive rights to its use and distribution. Description of Invention – A detailed explanation of the features and functions of an invention. Rights of Assignment – The rights given to the assignee, such as the right to use, manufacture, reproduce, or sell the invention. Payment Terms – The amount and timing of payments made as part of the assignment. Confidentiality Clause – A clause that prohibits the assignee from disclosing any confidential information relating to the invention. Warranties – A guarantee that the inventor has the legal right to assign the invention to the assignee. Disclaimers – A statement that denies or limits a party’s legal responsibility. Legal Remedies – Ways of seeking legal enforcement of a contract, such as money damages or injunctive relief. Duration – The length of time that the agreement is in effect. Termination – The ending of the agreement. Notices – Written communication from one party to another. Dispute Resolution – The process of settling a disagreement between two parties. Governing Law – The set of laws that applies to a particular agreement. Jurisdiction – The authority of a court or other legal body to interpret and enforce the law. Sign and Date – To physically write one’s name and the date on a document to show agreement.

Define the scope of the assignment

Identify the inventor and assignee, draft a description of the invention, establish agreement on the assignment of rights to the assignee, set payment terms, include a confidentiality clause, include warranties and disclaimers, specify legal remedies, address duration and termination of the agreement, outline requirements for notices, including dispute resolution, clarify governing law and jurisdiction, sign and date the agreement, make copies of the agreement for each party, get started.

• Determine what invention is being assigned
• Identify who the inventor and assignee are
• Outline the scope of the assignment and what rights the assignee will be granted
• Specify the geographical area where the invention will be used
• Draft language for the assignment that includes the scope and rights of the assignee
• Review the language with both the inventor and assignee to make sure that everyone is in agreement

When you can check this off your list: When you have drafted the language for the assignment and both the inventor and assignee have reviewed and agreed to the language.

• Find out who the inventor is, and who the assignee (the person or company receiving the assignment) is
• Make sure the inventor and assignee are clearly identified in the agreement
• When the inventor and assignee have been clearly identified, you can move on to the next step of drafting a description of the invention.
• Include a detailed description of the invention, including relevant drawings, diagrams, and other relevant materials.
• Differentiate the invention from prior art if applicable.
• Identify the patent application number and filing date if the invention is already filed.
• If there is more than one inventor, make sure all inventors have agreed to the assignment.
• When the description is complete, you should have a clear understanding of the invention, who owns it and what is being assigned.

Once the description of the invention is complete, you can move on to the next step of establishing agreement on the assignment of rights to the assignee.

• Draft a clear agreement specifying the rights being assigned to the assignee
• Include details such as the scope of the rights, the geographic region and term of the assignment
• Make sure the assignee is aware that the invention must be kept confidential
• Include a clause which states that the assignee will not attempt to register the invention in any other country
• Add a clause that the assignor will defend any claims made against the assignee in relation to the invention
• Have both parties sign the agreement

You will know you are done with this step when you have completed the agreement, both parties have signed it, and the assignor and assignee have a copy of the agreement.

• Determine the payment method for the assignor in exchange for assigning the rights.
• Agree on a total sum for the payment or a payment plan.
• Include payment details in the agreement, such as the date of payment and any interest rates or fees.
• Have both the assignor and assignee sign off on the payment terms.

When this step is complete, the payment terms in the agreement should be agreed upon and documented in the agreement.

• Explain what a confidentiality clause is and why it’s important
• Identify the parties to the agreement, and include a definition and scope of confidential information
• Set out the duration of the confidentiality obligation
• Specify the permitted uses of confidential information
• Outline the remedies available to the parties in the event of a breach
• Include a clause permitting the parties to disclose confidential information to their advisors
• When complete, the confidentiality clause should provide a legally binding agreement between the parties that protects the confidential information disclosed
• When done, you can check this off your list and move on to the next step which is to include warranties and disclaimers.
• Include a clause in the agreement that states the assignor warrants that it owns the invention and has the right to assign it to the assignee
• Include a clause that the assignor has not previously assigned the invention to anyone else
• Include a clause that the assignor has not made any other agreement regarding the invention that would conflict with the assignment
• Include a disclaimer that the assignee is not receiving any implied warranties or guaranties with the assignment
• Include a clause that the assignor will indemnify the assignee in the event of any third-party claims
• Once you have included these warranties and disclaimers in the agreement, you can check this step off your list and move on to specifying legal remedies.
• Identify the legal remedies that each party would have if the other party breaches the agreement
• Consider what remedies are available in your jurisdiction and which are most appropriate for the situation
• Include remedies such as specific performance, liquidated damages, or other equitable relief
• Specify that the non-breaching party shall be able to seek all available remedies, including but not limited to damages and/or injunctive relief
• Indicate that the non-breaching party shall be entitled to recover all costs, including attorney fees, incurred in enforcing the agreement
• When complete, you can proceed to the next step, which is addressing duration and termination of the agreement.
• Determine the effective date of the agreement.
• Decide the duration of the agreement, including any applicable renewal options.
• Specify the circumstances under which the agreement can be terminated.
• Include provisions for either party to terminate the agreement with a certain amount of notice.
• Outline a timeline for any payments that need to be made upon termination.

Once you have determined the effective date, duration, termination, notice and payment requirements, you can check this step off your list and move on to the next step of outlining requirements for notices, including dispute resolution.

• Identify the parties to the agreement and their contact information
• Specify who will send and receive notices
• Outline the process for dispute resolution (e.g. arbitration, litigation)
• Establish a timeframe for notices to be sent and received
• Include language about compliance with applicable laws
• Include a clause that allows the parties to modify or amend the agreement
• Include a clause that allows the parties to assign their rights and obligations
• When complete, review the agreement and make sure it is legally sound
• When complete, sign and date the agreement
• When complete, get the agreement notarized, if required
• Identify the governing law of the agreement and the jurisdiction in which it will be interpreted and enforced
• Include the applicable state or country’s laws into the agreement
• Specify the court or other dispute resolution forum where any dispute or claim arising out of the agreement can be litigated
• Confirm that both parties agree to be bound by the governing law and jurisdiction chosen
• Once the governing law and jurisdiction is clarified, you can move on to the next step: signing and dating the agreement.
• Have both parties sign the agreement and include the date
• Make sure both parties include a witness to the agreement
• Have each party keep a copy of the signed agreement
• When done, you can check this off your list and move on to making copies of the agreement for each party.
• Ensure you have enough copies of the agreement for all parties
• Make sure to print out all copies of the agreement
• Make sure to provide copies for all parties to the agreement
• Once all parties to the agreement have a copy, you can check this off your list and move on to the next step.

Q: What are the differences between a US, UK and EU Invention Assignment Agreement?

Asked by Abigail on June 5th 2022. A: An Invention Assignment Agreement is an agreement between two parties, typically an employer and an employee, whereby the employee assigns all rights in any invention made during the course of their employment to the employer. The differences between US, UK and EU Invention Assignment Agreements mainly come down to the laws of the particular jurisdiction where the agreement is being used. US laws on invention assignment agreements are found in Title 35 of the United States Code, which covers patent law. In the UK, patent law is covered by The Patents Act 1977, while in the EU it is covered by Regulation (EU) No 1257/2012. Each jurisdiction will have different requirements for an Invention Assignment Agreement, so it is important to ensure that you are familiar with the laws of your jurisdiction when drafting an agreement.

Example dispute

Suing a company for breach of an invention assignment agreement.

• Plaintiff should be able to provide evidence of the invention assignment agreement between the parties, as well as any other relevant documents and communications.
• Plaintiff should be able to demonstrate that the terms of the agreement have been breached, e.g. by showing that the defendant has failed to pay royalties or has used the invention without permission.
• Plaintiff may be able to request an injunction against the defendant, requiring them to stop using the invention and/or pay back royalties.
• Plaintiff may be able to claim damages for any losses suffered as a result of the breach, for example, lost profits or other financial harm.
• Plaintiff may be able to negotiate a settlement including a payment from the defendant in exchange for dropping the suit.

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Related Practices & Jurisdictions

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Intellectual property assets are the lifeblood of many businesses today. No employer wants to see those assets walk out the door when an employee leaves. Employee invention assignment agreements are one crucial tool for protecting intellectual property, but the laws governing them contain traps for the unwary. If the agreement is too narrow or ambiguous, it may allow inventions to slip away. Further, if the agreement fails to include certain provisions, it may be invalid in certain states.

The two most significant forms of employee-created intellectual property are patentable inventions and copyrightable works. The default rules for these creations are polar opposites. While copyrights are presumptively property of the employer, inventions are presumptively property of the  employee.  Invention assignment agreements are therefore necessary to ensure the employer obtains all of the rights to the greatest possible scope of its employees’ creations.

At least nine states have enacted statutes governing employee invention assignment agreements. Seven of those states – California, Delaware, Illinois, Kansas, Minnesota, North Carolina, and Washington – have nearly identical requirements. For example, California Labor Code § 2870 provides:

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.

The California statute and others also typically require the employer to notify the employee that the invention assignment agreement does  not  apply to an invention that does not qualify as the employer’s invention under the statute.

Making matters even more complicated, Nevada and Utah have unique variants of these statutes. Nevada Stat. § 600.500 makes patentable inventions presumptively the property of the employer. Utah Code § 34-39-1, et seq., by contrast, creates clear lines between “employment inventions” that are owned by the employer and inventions created on an employee’s own time that are not.

As a general rule, invention assignment agreements should be drafted to include language that mirrors the requirements of the seven states identified above because that will ensure the agreement is enforceable in those states and most others. Variations can be drafted for Nevada, Utah and any other states that may enact unique restrictions.

Agreements should also be drafted to encompass the widest range of intellectual property possible. In addition to inventions, conceptions, discoveries, improvements, and original works of authorship, the agreement should include an assignment of “know-how” and “ideas” learned or created by the employee while employed.

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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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As an Inventor, Should I Sign an Invention Assignment Agreement?

June 18, 2018.

An Invention Assignment Agreement , often known as an Intellectual Property (“IP”) Transfer Agreement , is an agreement where one party assigns its intellectual property rights to the other party, either absolutely or subject to compliance with the terms of the underlying agreement.

This means the inventor (e.g. software developer) assigning his/her rights can no longer claim the property as their invention. The property now belongs to the person to whom the rights have been transferred.

Be on the lookout for these obligations!

As the agreement is generally brought forward by the company, an IP Transfer Agreement often favors an ‘ assignee ’. Here are some clauses to look out for if you are the inventor, or ‘ assignor ’:

• Assignment of Intellectual Property - As the inventor, you should confirm what specific rights you are transferring to ensure that the company does not have sole right over any IP you will be using for future products you develop independently. You may choose to exclude your background IP and your IP toolsets from the assignment of intellectual property.
• Release - Some agreements will include a clause that states the assignor will not bring any legal action in relation to the transfer of their IP. This could prevent you from suing for any breach by the assignee of the underlying contract.
• Third Party Infringement - The to-be-owner of your IP will often want to ensure that the invention they are receiving does not contain any intellectual property of another third party, or that if it does, there is no breach of the third party’s rights. They want to confirm that they will not have unexpected legal proceedings due to this transfer. The inventor should make sure that by transferring their invention, they are not using any third party IP without permission from the third party.
• Other Representation and Warranties - Depending on the assignment, the assignor may include a number of representations and warranties, including: (a) no licenses granted to third parties; (b) the assigned IP is original work and has not been copied; and (c) there are no pending legal proceedings in relation to the assigned IP.

Should I sign?

There can be a number of reasons to sign an IP Transfer Agreement, including:

• You are developing or have developed the work solely for the sale of such work, and the transfer is a condition of payment for the work;
• You are an employee or shareholder of the assignee company; or
• You are selling a company and the purchaser has made the IP transfer to the company a condition of the sale.

For examples of IP Transfer Agreements and the clauses discussed in this blog, check out Clausehound’s Small Business Law Library !

• Running the Business

Employee proprietary information and inventions assignment agreements: what they do, and what could happen without them

The typical onboarding process for a new employee at nearly all companies in most industries includes a requirement for the employee to sign an agreement regarding confidentiality and ownership of inventions, copyrights and other intellectual property.  This article explains the purpose of such an agreement and consequences that result from a failure to have such agreements signed by each employee.

What is a PIIA?

The agreement goes by many names, but tech-savvy companies often refer to them as PIIAs (or ''Pee-as'' for short). PIIA is the acronym for the most common name for these agreements, ''proprietary information and invention assignment'' agreements.  The typical form of agreement addresses two main areas: confidentiality and ownership of intellectual property. 

The agreement requires that an employee maintain the employer's non-public and proprietary information confidential and contains language similar to what you would see in a non-disclosure agreement ( see more about non-disclosure agreements ). 

The agreement also requires that the employee agree that whatever the employee creates, discovers, develops or invents while employed with the company is owned by the company. Companies that are in the business of developing products or technology that are protectable by copyright (as is the case with most software companies) can rely on the work for hire doctrine under US copyright law, which automatically gives the employer ownership of copyrights in works of authorship ( eg , software, manuals and documentations) written or prepared by an employee within the scope of his/her employment. The work for hire doctrine, however, does not apply and ownership is not automatically vested in the employer in the case of other intellectual property rights, most notably in the case of patents (see our article providing an overview of  intellectual property rights and a more detailed discussion about  copyrights and  patents ). 

Therefore, the PIIA is the employee's agreement that everything created by the employee for the employer is owned by the employer, and if the employer needs the employee to do anything or sign any document to confirm that the employer owns all the rights in the intellectual property developments, the employee agrees in the PIIA to do so.

PIIAs will also often include non-solicitation clauses and, for those employees working in states where non-competition clauses are enforced, the agreement may also include a non-compete clause (see our article discussing  non-solicitation and non-competition clauses ).

Does the company really own everything the employee creates?

If an employee can show that he or she created intellectual property on their own time and without the use of any of the employer's facilities, equipment, supplies or trade secret information and if the intellectual property did not relate at the time of development to the employer's business or actual or anticipated research or development, then the employee would continue to own such intellectual property. 

In some states, such as California, Washington, Texas and Illinois, this exception is expressed in a statute that requires that the PIIA include a notice of the exception.  Such statutes favor the employer in that the burden of showing the exception applies is typically on the employee.

What happens if I don't have my employees sign PIIAs or if the PIIAs don't include all the bells and whistles?

Whenever a company goes through a financing, whether it is a seed round or an institutional VC round, or if the company is going to be acquired, the investors or acquirer will conduct due diligence. One of the issues that they will review is whether or not all the employees have signed PIIAs and whether or not those PIIAs require employees to assign to the company ownership of all intellectual property rights to developments created by the employee. Investors and acquirers want to make sure that the company owns its intellectual property, products and technology. 

Depending on where the company is in its lifecycle, the due diligence may focus on all employees, former and current, or it may just focus on the former and current employees that have been involved in research and development or engineering activities. (The failure of the company to obtain a PIIA from an employee strictly in an administrative capacity will generally not create a material issue). If due diligence identifies a problem with the PIIAs, or reveals that PIIAs were not signed, investors and acquirers may require that the company obtain signed PIIAs (or the equivalent) after the fact, which may necessitate the company having to pay the employees something in exchange for signing the agreement so that it is binding or, worse yet, give a former employee leverage to ask for something more. Giving someone leverage on the cusp of a financing or an acquisition may not end well for the company.

While PIIAs may seem like a routine document that is available from numerous online sources, it is essential that an employer have a form of PIIA that includes provisions that is enforceable and current and will withstand scrutiny from investor and acquirer's counsel. If you have questions about your form of PIIA, or if you want to make sure that you have forms of PIIA that will be enforceable for your employees wherever they may be located, within or outside the United States, please contact a member of our Technology, Data and Commercial practice .

IP Insights

Fair Use. Alice. Force Majeure. IPR. B&B Hardware. Standard Essential Patents. PII. Office Actions.  At Shartsis Friese, we know there is a lot of buzz out there about intellectual property law and we know how easy it is to get lost in the ever-changing landscape of key cases, acronyms, and legal doctrines. This site seeks to bring some clarity and insight to the latest news, trends, and topics in intellectual property law.

Employee Invention Assignment Agreements

Start-up companies that are looking to raise funds will often need to answer questions regarding the intellectual property ownership rights of the company.  These questions often arise in the due diligence phase of an equity financing and investor’s counsel will want to see clear evidence that the company owns (or licenses) the intellectual property it utilizes.

In order to avoid any intellectual property issues (at the financing stage or otherwise), companies should ensure that each employee has signed an invention assignment agreement.  No company wants to see intellectual property assets leave the company when an employee leaves. Employee invention assignment agreements are one crucial tool for protecting intellectual property.  Inventions are presumptively the property of the inventor so it is crucial to have an invention assignment agreement to ensure the company obtains the intellectual property rights to the greatest extent possible.  However, there are limits on the scope of what intellectual property can be assigned and, in California, California Labor Code Section 2870 provides that:

• “(a) [a]ny 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) [r]elate 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) [r]esult 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 [California] and is unenforceable.”

In addition, pursuant to California Labor Code Section 2872, companies must, at the time the invention assignment agreement is entered into, provide a written notification to the employee that describes the statutory limits of the assignment under California Labor Code Section 2870.

It is best practice for companies that are employing people in California to include a provision in the invention assignment agreement that tracks the statutory limits set forth in California Labor Code Section 2870.  A company looking to have their invention assignment agreement encompass the widest range of intellectual property feasible, while still being enforceable and complying with the limitations imposed by California law, should reach out to a member of the firm’s intellectual property practice group for assistance in preparing the agreement.

Invention Agreement: Definition & Sample

Jump to section, what is an invention agreement.

An invention agreement is a legal document that allows companies to retain the rights to intellectual property and creative works developed by employees during their time employed. Invention agreements determine precisely what is protected company proprietary information or intellectual property and what the company owns and does not.

Employees often do not have rights to the inventions and creative works they create while employed by a company. Invention agreements will outline terms like patent and copyright responsibilities and rights, non-solicitation and non-conflict or non-compete clauses, and procedures for arbitration and disputes should they come up. These agreements are beneficial to companies for ensuring they own the works created by their employees.

Common Sections in Invention Agreements

Below is a list of common sections included in Invention Agreements. These sections are linked to the below sample agreement for you to explore.

Invention Agreement Sample

Reference : Security Exchange Commission - Edgar Database, EX1A-6 MAT CTRCT 9 filename9.htm , Viewed October 19, 2021, View Source on SEC .

Who Helps With Invention Agreements?

Lawyers with backgrounds working on invention agreements work with clients to help. Do you need help with an invention agreement?

Post a project  in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate invention agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.

ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.

Meet some of our Invention Agreement Lawyers

Damian is a founding partner of Holon Law Partners. He began his career as an officer in the Marine Corps, managing legal affairs for his command in Okinawa, Japan. In this role, he conducted investigations, assembled juries for courts martial, and advised his commander on criminal justice matters. Damian was twice selected to serve as his unit’s liaison to the Japanese government and self-defense forces. Damian later worked as a transactional attorney in New York, where he handled commercial real estate, finance, and restructuring matters. He has also participated in insider trading investigations at the SEC, worked on compliance at a private equity firm, and managed legal operations and special projects at a vertically integrated cannabis company in New Mexico. Damian draws on these diverse experiences to provide his clients with creative solutions to thorny legal issues – from negotiating commercial leases to managing complex securities offerings. In addition to practicing law, Damian volunteers as a research assistant at the University of New Mexico Medical School’s McCormick Lab – studying the microbiology of longevity and aging. When not working, he enjoys spending time with his two pit bulls and pursuing his passions for foreign languages, art, philosophy, and fitness. Damian resides in Albuquerque, New Mexico.

Jonathan F.

Trial and transactional attorney with over 30 years experience with complex business transactions and disputes.

My passion is protecting the passions of others. I have 5+ years of contract review, and all aspects of entertainment law including negotiation, mediation, intellectual property, copyright, and music licensing. I also have experience working with nonprofits, and small businesses helping with formation, dissolution, partnerships, etc. I am licensed in both Texas and California.

Nuo Jia (Lois) L.

Attorney Lois Li is a bilingual business and commercial attorney licensed in Michigan, U.S. since 2014, in Ontario, Canada since 2015, and in New York, U.S. since 2020. As an attorney licensed in two countries, Lois leads Alpine Law’s US/China/Canada practice. She is experienced in legal and contractual transactions in both English and Chinese. Lois has over six years of experience in assisting clients with business operations and legal services, and is specialized in advising companies with legal needs in International Business, Securities law, Cryptocurrency – Block chain, and Fin-Tech. Having served as both an outside and an in-house counsel, Lois worked with many startup and small businesses. With a strong understanding of core business and the ability to translate business needs into legal requirements, Lois has assisted many companies to establish policies and procedures, and drafted and negotiated employment and transaction contracts. Further licensed as a Registered Nurse since 2010, Lois specializes in healthcare law and is experienced in FDA, HIPAA, Medicare and Medicaid regulations. She has assisted many businesses in the medical and healthcare industry.

Lawyer Vets APC is a digital legal practice founded on the idea that legal services should be available to all– Not just a privileged few. In support of this mission, we leverage technology to reduce overhead, increase productivity, and put more money in our client's pockets.

Sayema Hameed is an experienced California attorney offering exceptional legal services in the field of employment law. With over two decades of legal experience, Sayema provides her clients with thoughtful and strategic advice and counsel, attention to detail, and high quality work to satisfy client goals and achieve successful outcomes. Helping clients maintain legal compliance, reduce liability exposure, and resolve conflicts efficiently are top priorities of Hameed Law Group. Sayema's practice includes preparation and update of employee handbooks, policies, and contracts, as well providing advice and counsel in all areas of employment in California. Sayema makes it a priority to stay up to date on the latest developments in California employment law. Sayema has been recognized as a Southern California Super Lawyer (2019-2024) and previously as a Rising Star (2009-2017) by Super Lawyers, a rating service of outstanding lawyers who have attained a high-degree of peer recognition and professional achievement.

Ann R. Dougherty, Esquire practices in both Pennsylvania and New Jersey with over 25 years of experience and has taught legal writing at the Delaware Law School of Widener University. Ann’s experience includes general liability, commercial property and bad faith insurance coverage litigation. Ann has successfully represented corporations in declaratory judgment matters concerning environmental and asbestos exposure, handled excess recoveries, comprehensive claim reviews and negotiated cost sharing agreements. She has also represented religious organizations including risk management strategies. In addition to practicing law, Ann also teaches introductory Philosophy and Ethics courses. Ann is a member of the Philanthropic Educational Organization for Women and the Daughters of the American Revolution. She has served on the Boards of the American Lung Association of the Mid-Atlantic for Delaware and the Wilmington Ballet Academy.

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• Collections

Confidential Information and Inventions Assignment Agreements (CIIAA)

Also known as Proprietary Information and Inventions Assignment Agreements (or PIIAAs), Confidential Information and Inventions Assignment Agreements ensure that intellectual property and other proprietary rights created by employees during the course of their employment are assigned to the employer.

Effective CIIAAs assign intellectual property to the company and also contain nondisclosure, nonsoliciation, and (in some cases) noncompetition clauses (beware, though, that in some states, such as California, noncompetition clauses in these types of agreements are not enforceable and, accordingly, should not be included). Inventions or intellectual property created by the employee prior to beginning their employment are carved-out from the assignment by this type of agreement.

• Incorporation Package (Delaware)
• Form of Employee Confidential Information and Inventions Assignment Agreement (Singapore)
• Form of Employee Offer Letter (Singapore)
• PBC Incorporation Package (Delaware)
• Glossary: Inventions Assignment Agreement An inventions assignment agreement is a typical feature of an independent contractor or employee agreement where the worker agrees to assign any intellectual property arising from the worker's services to the company.

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