Employee PIIA Template

EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT (PIIA)

I. Parties and Effective Date

Employer Name:   Employee Name:

Effective Date:

II. Personal Information

III. Position Information

Anticipated Start Date:   Base Salary/Rate:

Full-time    Part-time    Contractor/Consultant

IV. Employment History (Most Recent)

Title:   From:   To:

V. Employment History (Prior)

Title:   From:   To:

VI. Education

VII. References

VIII. Legal Disclosures

At-Will Employment: The parties acknowledge that employment remains at the election of either the Employer or the Employee unless a separate written agreement states otherwise. Nothing in this Agreement creates a contract guaranteeing employment for any fixed duration.

Equal Opportunity: Employer is an equal opportunity employer and makes employment decisions without regard to protected characteristics. Employee acknowledges receipt of Employer's equal opportunity statement.

IX. Proprietary Information and Confidentiality

Definition: "Proprietary Information" means any non-public technical or business information, trade secrets, source code, designs, product plans, customer and supplier lists, pricing information, marketing and financial data, and other information disclosed or made available to Employee by Employer, whether in written, oral, electronic or other form.

Obligation of Confidentiality: Employee shall hold Proprietary Information in strict confidence, shall not disclose it to third parties, and shall not use it for any purpose other than performance of Employee's duties for Employer. Employee shall implement reasonable safeguards to prevent unauthorized disclosure.

Exceptions: Proprietary Information does not include information that (a) is or becomes public through no fault of Employee; (b) is rightfully received from a third party without restriction; or (c) is independently developed by Employee without reference to Employer Proprietary Information.

X. Inventions — Assignment and Disclosure

Assignment: Employee agrees to assign and hereby assigns to Employer all right, title and interest in and to all inventions, discoveries, improvements, processes, software, designs, works of authorship, know-how and trade secrets (collectively "Inventions") that Employee conceives, develops, reduces to practice or contributes to during the period of employment that: (a) relate to Employer's business or actual or demonstrably anticipated research or development, or (b) are developed using Employer time, materials, facilities or Confidential Information.

Prior Inventions: Employee represents that the list below contains all inventions, if any, that Employee owns or has rights to prior to employment and that Employee will not assign to Employer. If none, enter "None". Provide disclosures below.

Disclosure Procedure: Employee shall promptly disclose in writing to Employer all Inventions conceived or reduced to practice during employment and shall cooperate with Employer to execute documents necessary to assign rights in such Inventions to Employer.

XI. Return of Materials and Cooperation

Upon termination of employment or upon Employer request, Employee shall promptly deliver to Employer all materials, documents, and embodiments of Proprietary Information and Inventions and shall not retain copies. Employee shall reasonably cooperate with Employer in documenting and perfecting Employer's rights to Inventions.

XII. Remedies; Injunctive Relief; Attorneys' Fees

Employee acknowledges that breach of this Agreement may cause irreparable harm for which monetary damages are inadequate. Employer shall be entitled to injunctive and other equitable relief to enforce this Agreement in addition to any other remedies available at law or in equity. If Employer prevails in litigation to enforce this Agreement, Employer shall be entitled to recover reasonable attorneys' fees and costs.

XIII. Governing Law; Severability

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

XIV. Prior Agreements and Conflicts

Prior Obligations: Employee represents that Employee is not subject to any agreement, invention assignment, or confidentiality obligation that would materially conflict with Employee's obligations under this Agreement, except as disclosed below.

XV. Background Checks and Authorization

Authorization: Employee authorizes Employer to contact references and prior employers and to obtain consumer reports, investigative consumer reports, criminal background checks, education and credential verifications, and other pre-employment screens as permitted by law. Employee acknowledges that employment may be conditioned upon satisfactory results.

Background Check Consent: I consent to background checks and verifications.

XVI. Applicant Certification and Acknowledgment

I certify that all information provided in this Agreement and in connection with my employment is true and complete to the best of my knowledge. I understand that any material misrepresentation or omission may result in disciplinary action, including termination of employment. I have read and understand this Agreement and agree to be bound by its terms.

Employee Acknowledgement: I acknowledge and agree to the terms set forth above.

XVII. Notices

Notices and communications under this Agreement shall be in writing and delivered to the contact information set forth above or other addresses provided in writing by the parties.

Sign Now