Employee Inventions Agreement

Employee Inventions Agreement

This Employee Inventions Agreement (the "Agreement") is entered into between Employer Name: and Employee Name: (collectively, the "Parties"). Effective Date: , .

Personal Information

Position Information

Employment History

Education

References

Agreement Terms — Definitions and Assignment

1. Definitions. For purposes of this Agreement, "Invention" means any idea, discovery, process, improvement, design, mask work, software (including source code and object code), algorithm, formula, know-how, trade secret, apparatus, mask work, data, or work of authorship, whether or not patentable or registrable under copyright or other statutes, that is conceived, developed, reduced to practice, or otherwise made by Employee alone or jointly with others, either during normal working hours or using Company resources.

2. Assignment of Inventions. Employee hereby assigns, and agrees to assign, to Employer all right, title and interest in and to any Invention that (a) relates at the time of conception or reduction to practice to Employer's actual or demonstrably anticipated business, research or development; (b) results from work performed for Employer; or (c) uses Employer's equipment, supplies, facilities or trade secret information. Employee will promptly disclose such Inventions to Employer in writing and will execute documents necessary to vest title in Employer.

3. Disclosure Obligation. Employee must disclose all Inventions to Employer in a written disclosure reasonably describing the nature, purpose and likely applications of each Invention. Employee's disclosure shall be delivered to the manager identified above and will include dates of conception and any third-party contributions.

4. Excluded Inventions and Schedule A. Employee represents that there are no prior inventions except those listed below. Employee must list any pre-existing inventions or works that Employee asserts are not assignable to Employer on Schedule A. If Schedule A is left blank, Employee attests there are no pre-existing inventions.

5. Prior Agreements and Conflicts. Employee represents that Employee has not entered into any agreement inconsistent with this Agreement, and will not in the future enter into any agreement that would conflict with Employee's obligations hereunder. Any obligations to former employers should be disclosed in Schedule A.

6. Confidentiality and Trade Secrets. Employee will treat all Employer confidential and proprietary information, including but not limited to Inventions, as Employer's trade secrets. Employee will not use or disclose such information except as necessary for Employer's business or as required by law. Upon termination of employment Employee will return all Employer property.

7. Cooperation and Assistance. Employee agrees to cooperate fully and to execute such documents and take such actions as Employer requests to obtain, maintain, defend and enforce patent, copyright, trademark, trade secret or other proprietary rights relating to any Invention, including executing applications, assignments, oaths and declarations.

8. Limited Exceptions. Nothing in this Agreement shall require assignment of an Invention that qualifies fully under statutory or documented policy exceptions under applicable law provided Employee timely provides a written claim of ownership in Schedule A and supporting evidence.

9. Consideration. Employee acknowledges that the consideration for this Agreement includes continued or prospective employment, access to Employer confidential information, and other benefits provided by Employer. For clarity, Employee's assignment obligations survive termination of employment to the extent permitted by law.

10. Remedies; Injunctive Relief. Employee acknowledges that breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate. Employer shall be entitled to injunctive and other equitable relief in addition to any other remedies available at law or equity.

11. Governing Law; Severability. This Agreement will be governed by the laws of the state specified by Employer below, without regard to conflicts of law doctrines. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.

12. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the Parties concerning Employee inventions and may be amended only by a written instrument signed by both Parties.

Legal Notices and Applicant Statements

At-Will Employment: Employee acknowledges that employment, if any, is at-will and may be terminated by either Party at any time with or without cause, except as specifically set forth in a separate written employment agreement signed by both Parties.

Equal Opportunity: Employer is an equal opportunity employer. Employment decisions are made without regard to protected characteristics under applicable law.

Applicant Certification and Authorization

I certify that all information provided in this Agreement and accompanying schedules is true, complete, and correct to the best of my knowledge. I authorize Employer to contact former employers and references and to conduct background checks as permitted by law. I understand that any misrepresentation or omission may be grounds for discipline or termination.

Employee Invention Disclosure (If Applicable)

Use the field below to provide a full disclosure of any Invention developed prior to employment or developed outside the scope of employment that Employee asserts ownership of. Include dates, contributors and documentation of conception or reduction to practice.

Acknowledgment

By signing below, Employee acknowledges receipt of this Agreement, understands its terms, and agrees to be bound by its provisions. Employer representative signing below represents that they have authority to bind Employer.

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