Mark Proprietary Information Agreement Made Easy

Signature inventions agreement

hi welcome to Business Law TV! I'm your host Onki Kwan. I'm a California lawyer and in this episode I'm going to talk about employee CIAAs or it's also known as a confidentiality and inventions assignment agreement. This is a really important document when you're hiring employees because it protects your company's confidential information and it also ensures that the work that's created by your employees is owned by the company rather than the employees themselves. First, I'm going to talk about the confidentiality provisions of this agreement, then I'm going to talk about the provisions that ensure that your company owns the work created by your employees. You want your employees to sign a confidentiality agreement that's separate from other confidentiality provisions that you may have in place for your company. This includes confidentiality provisions in your employment agreements and your employment offer letters, in your employee handbooks and other policies and procedures that you may have for your company. A separate confidentiality agreement ensures that your employees know what their confidentiality obligations are and it ensures that they actually read this document and that they understand what the responsibilities are under the confidentiality agreement. Having a separate confidentiality agreement also helps if you have investors because there may be provisions in an employment agreement that you don't want investors to see. So if they're worried about confidentiality, rather than disclosing your employment agreement that you'd rather keep confidential, you can simply provide them with this confidentiality agreement. You also want a separate confidentiality agreement because it protects your confidential information as a trade secret. Under California law a trade secret is information that is valuable either currently or can be valuable in the future because it's not known to the public and it can't be made known to the public. You also have to show that you're making reasonable efforts to protect that information from being disclosed to the public and one of the efforts is to have a confidentiality agreement in place. This is one piece of evidence showing that you're using reasonable efforts to keep your confidential information confidential. Now we move on to the inventions assignment part of the CIAA. An inventions assignment agreement ensures that the work created by your employees is owned by the company rather than the employees themselves. Your investors will want to know that the company actually owns the work created by employees and the employees don't own the work individually this is particularly true in the case of founders because founders often start working for the company before they enter into any agreements with the company. when you hire a founder as an employee you want to ensure that they sign an inventions assignment agreement so that the work that they created before they became employees is actually owned by the company. Investors will want to see that your company has inventions assignment agreements because this ensures that all the work created by your employees is actually owned by the company. Under federal law and state law, its presumed that the work that an employee creates on your behalf is owned by the company rather than by the employee. Under federal law, the work for hire doctrine states that the employer is the author of all work created by the employee. Under California law it's presumed that the employer owns all the work created by an employee during the course of their employment. The only thing that an employee owns is the compensation that's owed to him or her, but an inventions assignment agreement helps protect work that may not be covered under federal or state law. That means it provides a feel safe in the event that a federal or state law doesn't protect the information that the employee creates for your company. It also provides a tail so that if an employee learns important information about your company and then later leaves the company, you can protect information that is in the employee's memory. that means that employee can't take information learned about your company during his or her employment to cause detriment to your company or to create a competing company. I hope you found this video helpful. If you did please share thank you so much for tuning in and I hope you have a fantastic day. bye!