Are electronic signatures valid on this agreement?

Yes. Electronic signatures can be legally binding under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and reliable record retention are demonstrable.

Do employers need to notarize the agreement?

Generally no; notarization is not required for IP assignment or confidentiality to be binding. State-specific formalities may vary and notarization can help evidentiary weight.

What if an employee invents something after hours?

Assignments commonly limit scope to inventions related to company business or using company resources; narrowly drafted clauses and inventor disclosure requirements clarify ownership.

How long do confidentiality obligations last?

Confidentiality survival periods are contractual; courts evaluate reasonableness. Specify duration clearly and align with trade secret protection when applicable.

Is a HIPAA BAA required for healthcare employees?

If the employee handles protected health information, a Business Associate Agreement or HIPAA-specific addendum may be required to address PHI safeguards.

Can an employee revoke or rescind the agreement?

Revocation is limited; unilateral rescission generally does not free obligations absent mutual agreement. Document any amendment or release in writing and obtain signatures from both parties.

Electronic Signature
Templates
HR
Employee Proprietary Agreement

Employee Proprietary Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

EMPLOYEE PROPRIETARY AGREEMENT

Parties and Effective Date

This Employee Proprietary Agreement (the Agreement) is entered into by and between Employer Name: and Employee Name: . Effective Date:

Personal Information

Full Legal Name Home Address Phone Email

Position Information

Job Title Department Reporting Manager Start Date Compensation

Employment History (Most Recent)

Employer 1 - Company Name Title

Responsibilities Reason for Leaving

Employment History (Previous)

Employer 2 - Company Name Title

Responsibilities Reason for Leaving

Education

Highest Degree Institution Graduation Date

Professional References

Reference 1 Reference 2 Reference 3

Confidentiality and Proprietary Information

Definition: "Proprietary Information" means trade secrets, technical data, research, designs, processes, product plans, customer lists, pricing, business strategies, and other non-public information disclosed to Employee by Employer or otherwise obtained by Employee in connection with employment.

Employee agrees that during employment and thereafter Employee shall hold Proprietary Information in strict confidence, shall not use it except in performance of duties for Employer, and shall not disclose it to any third party without prior written authorization from Employer. Employee shall take all reasonable measures to protect Proprietary Information at least as stringent as those used to protect Employee's own confidential information.

Assignment of Inventions

Employee agrees to promptly disclose and hereby assigns to Employer all right, title and interest in any invention, discovery, improvement, mask work, design, trade secret or other intellectual property (collectively, Inventions) conceived, developed, or reduced to practice, either alone or jointly with others, during the period of employment to the extent such Inventions relate to Employer's business, research or actual or demonstrably anticipated development, or result from use of Employer time, materials, equipment, or confidential information.

Prior Inventions (if none, write "None")

Employee represents that all Prior Inventions are listed above. If additional Prior Inventions exist, Employee shall promptly disclose them in writing. Employer shall have the right to require written undertakings to assign rights consistent with this Agreement.

Disclosure Procedure

Employee shall promptly disclose any Invention to Employer in writing and cooperate in the preparation and prosecution of patent, copyright, or other applications at Employer's expense. Employee grants Employer a non-exclusive, royalty-free license to any invention Employee is required to assign but which cannot be assigned by operation of law.

Notification Period for Disclosure

Return of Materials

Upon termination of employment or at Employer's request, Employee shall promptly return all documents, materials, hardware, software, and other property belonging to Employer, including any copies or summaries containing Proprietary Information.

Non-Competition and Non-Solicitation

To the extent permitted by applicable law, during employment and for a period of twelve (12) months following separation, Employee shall not solicit Employer's clients or employees for competitive activities or use Proprietary Information to unfairly compete with Employer. Enforcement of any restriction shall be subject to equitable remedies.

Warranties and Acknowledgments

Employee warrants that Employee has no obligations to any third party that would conflict with this Agreement. Employee acknowledges receipt of consideration for this Agreement and that Employer's rights in Proprietary Information and Inventions are vital to its business.

Remedies and Enforcement

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

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state in which the Employer's principal place of business is located, without regard to conflict-of-law principles.

At-Will Employment and Equal Opportunity

Nothing in this Agreement shall be construed to alter any at-will employment relationship between Employer and Employee, unless a separate written agreement states otherwise. Employer is an equal opportunity employer and makes employment decisions without regard to protected characteristics.

Acknowledge At-Will and EEO Statement

I acknowledge that my employment is at-will and that Employer is an equal opportunity employer.

Background Check and Authorization

Employee authorizes Employer and its agents to contact prior employers and references and to obtain criminal, education, credit (where job-related), and other background checks as required for employment. Employee releases Employer and any provider of information from liability for such inquiries made in good faith.

Authorization

I authorize background checks and contact with prior employers and references as described above.

Applicant Certification

I certify that all information provided in this Agreement and accompanying documentation is true and complete to the best of my knowledge. I understand that false statements or omissions may result in disciplinary action or termination of employment.

Employee Initials

Other Provisions

Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Amendment: This Agreement may be amended only by a written instrument signed by both parties.

Additional Provisions / Notes

Employer Name:

By:

Date:

Employee Name:

By:

Date:

What the Employee Proprietary Agreement Covers

An Employee Proprietary Agreement is a written contract between an employer and an employee that defines what information is confidential, assigns invention and intellectual property rights created during employment, and sets obligations for protecting proprietary materials. It typically covers definitions of confidential information, invention assignment or work-for-hire clauses, obligations to return company property, permitted disclosures, and the consequences of breach. This agreement clarifies ownership of ideas developed on company time or with company resources and helps preserve trade secret protection and enforceability of assigned IP rights.

Why organizations use an Employee Proprietary Agreement

The agreement preserves company ownership of inventions and trade secrets, reduces later disputes over IP, and documents confidentiality obligations between employer and employee.

Who typically signs or prepares this agreement

The document helps both parties understand rights and obligations and reduces litigation risk when properly executed and retained.

Startups and tech firms seeking clear IP ownership from engineers and product teams.
Healthcare and research employers protecting patient-related processes and proprietary protocols.
Professional services and legal practices preserving client lists and proprietary methods.

Core clauses to expect in a professional agreement

A well-drafted Employee Proprietary Agreement bundles confidentiality, invention assignment, definitions of proprietary information, exclusions, return-of-property obligations, and remedies for breach into clear, enforceable clauses tailored to the employer's jurisdiction and industry.

Confidential Information

Defines scope of sensitive data, trade secrets, and proprietary materials the employee must protect and not disclose to third parties.

Invention Assignment

Requires employees to assign inventions conceived or reduced to practice during employment or using company resources to the employer.

Work for Hire

Clarifies that certain creative works produced within scope of employment are owned by the employer as work-for-hire under copyright law.

Return of Property

Obligates employees to return devices, documents, source code, and other company property upon separation or at request.

Permitted Disclosures

Lists limited exceptions such as disclosures required by law, whistleblower protections, or information already public or independently developed.

Remedies and Duration

Specifies injunctive relief, liquidated damages where lawful, and the time period confidentiality obligations survive termination.

Step-by-step: completing the Employee Proprietary Agreement

Follow these steps to ensure a complete, enforceable agreement.

01

Prepare Draft: Populate party names, dates, and role-specific clauses.
02

Review Terms: Have HR and legal review assignment and confidentiality scope.
03

Signatures: Collect employee and authorized employer signatures and dates.
04

Recordkeeping: Store executed copy in employee file and secure archive.

How to configure the agreement for online completion

Set up a digital workflow to route, authenticate, and store signed agreements securely and to capture an audit trail for each signature.

Document Template	Create a reusable template with prefilled employer information.
Signature Fields	Place signature, date, and initial fields for required clauses.
Authentication	Enable email or SMS codes; use stronger ID checks if needed.
Routing Order	Route to employee first, then HR or authorized company signer.
Storage Location	Save executed documents to secure HR repository or secure cloud.

Digital signing and platform considerations

Ensure the provider supports applicable compliance needs (ESIGN/UETA, HIPAA BAA if needed) and preserves a tamper-evident audit trail.

Authentication Options: Email, SMS, KBA or SSO available
Integrations: Connectors for HR/CRM and cloud storage
Security Standards: TLS in transit and AES-256 at rest

Where to send or file the executed agreement

Routing the signed agreement ensures proper recordkeeping and accessibility for HR and legal compliance.

Employee Email: Signer receives a copy for personal records.
HR Records: Store executed PDF in the employee personnel file.
Legal Archive: Retain a copy in corporate legal records for disputes.
Secure Cloud: Back up to encrypted cloud storage with restricted access.

Key dates and deadlines to track

Track effective, review, and post-employment dates so obligations and retention schedules are enforceable and discoverable.

Effective Date Entry:

Set the date when obligations commence; use MM/DD/YYYY.

Inventorship Reporting:

Specify timeframe for reporting inventions after creation.

Post-Term Confidentiality:

Document how long confidentiality duties survive termination.

Review Interval:

Schedule periodic legal review for clause validity.

Record Retention:

Note retention period for executed agreements and logs.

Common mistakes when preparing the agreement

Using overly broad restrictive covenants that exceed state limits can render parts of the agreement void or invite litigation.
Failing to define 'confidential information' precisely leads to disputes about what is protected and what is excluded.
Not obtaining a dated signature or using mismatched names between documents can undermine enforceability in court or arbitration.
Neglecting to document inventor disclosures or to follow statutory assignment steps risks losing patent rights or complicating prosecution.

Risks and legal consequences of errors

Loss of IP: Employer may lose assigned rights

Injunctions: Court-ordered restraints may follow breaches

Monetary Damages: Compensatory and possibly punitive damages

Employment Action: Termination or discipline possible

Regulatory Exposure: HIPAA or export controls implications

Tax Consequences: Unclear consideration may trigger tax issues

Real-world examples of agreement use

Organizations use Employee Proprietary Agreements to protect trade secrets, inventory IP, and clarify ownership in hiring and contractor relationships.

Optica Ventures — COO

Optica used a standardized proprietary agreement across hires to centralize IP ownership and reduce onboarding friction.

The form tied inventions to employer scope.
After implementation, internal disputes over ownership dropped and legal review time per hire was reduced, simplifying patent filings and internal approvals.

Fertility Centers of Illinois — Founder

A healthcare provider used a tailored agreement with HIPAA addenda for clinicians accessing PHI.

The agreement mirrored privacy obligations.
Retaining signed copies in a secure archive ensured audit readiness and clarified responsibilities during staff transitions.

Who can sign the agreement and represent each party

Employee

The individual employee must sign personally to acknowledge assignment and confidentiality obligations; a scanned or electronic signature is valid if the process meets ESIGN/UETA criteria and intent is demonstrable.

Authorized Company Signer

An officer or an authorized HR or legal representative signs for the employer; company signature should include printed name and title to establish authority and attribution.

Essential data items to capture on the form

Employee Name: Full legal name

Employer Entity: Legal company name

Effective Date: MM/DD/YYYY

Job Title: Official role

Signature Date: Signed and dated

Witness/Notary: If required by state

Practical tips for accurate and enforceable agreements

Follow these drafting and process practices to reduce risk and improve enforceability.

Be Specific About Confidential Information

Define categories and examples clearly; include exclusions for publicly known or independently developed information to avoid ambiguity during enforcement.

Limit Restrictive Language to Reasonable Scope

Draft time, geography, and activity limits narrowly and tie restrictions to legitimate business interests to improve court acceptance.

Document Invention Disclosures Promptly

Require employees to report inventions in writing and retain records to support later patent assignments or disputes.

Preserve Audit Trails for Signatures

Capture timestamp, IP, and signer authentication method for all electronic signatures to meet ESIGN/UETA standards.

Key processing milestones for each executed agreement

Track these stages from draft to secure archival so obligations and evidence are preserved for potential disputes.

01

Draft and Legal Review

Legal reviews and tailors clauses to role and state law.

02

Employee Signature

Employee signs and dates; identity authenticated if required.

03

Employer Countersign

Authorized company representative signs to complete the contract.

04

Archive and Monitor

Store executed document and monitor obligations during employment and after separation.

Typical eSignature vendor pricing and capabilities for this use case

Compare baseline pricing and common compliance features when choosing an eSignature provider for Employee Proprietary Agreements; signNow is listed first per vendor comparison conventions.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes (Business Premium)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/yr	Varies	Varies	Varies

Frequently asked questions about Employee Proprietary Agreements

Answers to common legal and practical questions about executing and enforcing proprietary agreements.

Need help? Contact support

Are electronic signatures valid on this agreement?
Yes. Electronic signatures can be legally binding under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and reliable record retention are demonstrable.
Do employers need to notarize the agreement?
Generally no; notarization is not required for IP assignment or confidentiality to be binding. State-specific formalities may vary and notarization can help evidentiary weight.
What if an employee invents something after hours?
Assignments commonly limit scope to inventions related to company business or using company resources; narrowly drafted clauses and inventor disclosure requirements clarify ownership.
How long do confidentiality obligations last?
Confidentiality survival periods are contractual; courts evaluate reasonableness. Specify duration clearly and align with trade secret protection when applicable.
Is a HIPAA BAA required for healthcare employees?
If the employee handles protected health information, a Business Associate Agreement or HIPAA-specific addendum may be required to address PHI safeguards.
Can an employee revoke or rescind the agreement?
Revocation is limited; unilateral rescission generally does not free obligations absent mutual agreement. Document any amendment or release in writing and obtain signatures from both parties.

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