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Employee Proprietary Information Form

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EMPLOYEE PROPRIETARY INFORMATION FORM

Employee Identification

Position Information

Employment History (Most recent first)

Education

Professional References

Proprietary Information, Inventions & Confidentiality

For purposes of this agreement, "Proprietary Information" means trade secrets, inventions, discoveries, designs, processes, formulas, computer programs, source code, customer and supplier lists, pricing, marketing and business plans, financial information, and other non-public technical or business information disclosed to or developed by the employee in the course of employment with the employer identified above.

Employee acknowledges that Proprietary Information is the exclusive property of the employer and that employee will not, during or after employment, disclose, use, copy, or permit the use of Proprietary Information except as required in the performance of employee's duties for the employer or with prior written authorization from an authorized representative of the employer.

Employee agrees to exercise reasonable care to safeguard Proprietary Information and to return all materials, documents, devices, and copies containing Proprietary Information upon termination of employment or upon request. Employee further agrees that employer is entitled to injunctive relief to prevent unauthorized disclosure or use of Proprietary Information, in addition to any other remedies available at law or in equity.

Inventions Assignment and Prior Inventions

Employee agrees to promptly disclose to the employer all inventions, improvements, discoveries, and works of authorship conceived, made, or reduced to practice by employee, either solely or jointly with others, during the period of employment that relate to the employer's business or result from use of employer resources ("Work Product"). Employee hereby assigns and agrees to assign to the employer all right, title and interest in such Work Product, subject to any limited written agreement signed by the employer exempting specific prior inventions.

Yes No

Employee represents that any prior inventions listed above will remain the property of the individual or entity identified, and that employee will not incorporate prior inventions into employer's products or systems without prior written agreement.

Exceptions, Duration, Remedies

Proprietary Information does not include information that: (a) is or becomes publicly known through no breach of this agreement by employee; (b) was known by employee prior to disclosure by the employer and not subject to any other confidentiality obligation; or (c) is rightfully received by employee from a third party without restriction. The confidentiality and assignment obligations in this form continue after termination of employment for so long as the information remains Proprietary Information or as otherwise required by law or written agreement.

Employee acknowledges that a breach of this agreement may cause irreparable harm to the employer and agrees that the employer may pursue injunctive relief in addition to monetary damages and other available remedies.

Legal Notices and Certifications

At-will employment: Employee acknowledges that nothing in this form alters the at-will nature of employment, unless a written employment agreement signed by an authorized representative of the employer expressly states otherwise.

Equal opportunity: The employer is an equal opportunity employer and makes employment decisions without regard to race, color, religion, sex, national origin, age, disability, veteran status, genetic information, or other protected characteristic under applicable law.

Authorization: Employee authorizes the employer to contact prior employers and professional references listed on this form and to obtain background, education, criminal, and credit checks where permitted by law. Employee consents to such investigations and certifies that all information provided in this form is true, complete, and accurate to the best of employee's knowledge.

I authorize contacting previous employers and conducting background and reference checks as described above.

Employee Certification: I certify that all information provided on this form is true and complete. I have read and understand the obligations set forth in this Employee Proprietary Information Form and agree to comply with those obligations. I understand that failure to comply may result in disciplinary action, up to and including termination of employment and legal action.

Acknowledgment

By signing below, employee acknowledges receipt of this form, confirms understanding of its terms, and agrees to be bound by its provisions. Employee further acknowledges that any questions about the meaning or application of these provisions have been answered to employee's satisfaction prior to signing.

Employee Name:

Signature:

Date:

Enter text✕

What the Employee Proprietary Information Form Is

The Employee Proprietary Information Form is a standardized agreement used by employers to document an employee's obligations to protect confidential information, assign intellectual property rights, and outline return or destruction of company materials. It typically defines confidential information, specifies permitted disclosures, includes invention assignment language, and sets out duration and remedies. Employers use it at hiring, during role changes, or when employees access sensitive data. The form helps establish clear expectations, supports enforcement of trade secret protections, and creates a documented record that may be relied upon in litigation or internal investigations.

Why this Form Matters for Employers

Use this form to establish legal ownership of inventions and protect confidential business information. It clarifies employee duties, minimizes dispute risk, and documents consent to assignment and confidentiality terms so employers can demonstrate contractual obligations during audits or legal enforcement.

Why this Form Matters for Employers

Typical Users and Situations

Employers, HR teams, and in-house counsel commonly use this form during hiring, role changes, or when granting access to sensitive systems.

  • Startups and tech companies to secure IP from engineers and contractors.
  • Hospitals and healthcare employers to protect patient-related trade secrets and protocols.
  • Legal and finance teams to document assignment and confidentiality for key personnel.

The form suits any organization that needs contractual proof of confidentiality, IP assignment, or controlled access obligations from employees.

Core Elements to Include

Core elements define scope of confidential information, IP assignment, duration, permitted disclosures, return obligations, and remedies including injunctive relief and liquidated damages.

Confidentiality Scope

Precisely list categories and examples of confidential information, including customer data, source code, business plans, pricing, and analytics. Narrow definitions reduce ambiguity during enforcement and litigation.

IP Assignment

State that inventions, designs, and works created during employment belong to the employer; include assignment language and scope including contractor-created deliverables when applicable and specify disclosure procedures.

Defined Exclusions

Identify exclusions such as public domain information, prior known inventions, or independently developed works to prevent unintended overreach and litigation risk and provide claimant notice procedures.

Term and Survival

Specify how long confidentiality lasts, survival clauses after termination, and any time-limited trade secret provisions aligned with state law and circumstances for extension by written agreement.

Return of Materials

Require return or certified destruction of physical and electronic materials, including copies, and describe inspection rights and compliance timelines with audit records retained for three years.

Remedies

Outline injunctive relief, monetary damages, attorneys' fees, and dispute resolution method such as arbitration or court jurisdiction selection and specify venue and choice-of-law.

Step-by-Step: Completing the Form

Follow these steps to complete the Employee Proprietary Information Form accurately and create a defensible record for HR and legal teams.

  • 01
    Gather Details: Collect names, dates, titles, and prior inventions.
  • 02
    Define Scope: Describe confidential categories and exclusions precisely.
  • 03
    Add Assignment: Insert invention assignment and disclosure process.
  • 04
    Obtain Signatures: Sign, date, and notarize if required.

How to Configure an Online Signing Workflow

Configure a digital signing workflow to place fields, require authentication, enable audit trails, and route the form to HR and legal for retention.

Field Configuration
Signature Field Required signer and role-based order.
Date Field Auto-populate on final signature for audit records.
Authentication Use email link, SMS code, or advanced ID verification.
Retention Tag Apply retention metadata and export to HR system.

Technical Features to Check in an eSign Platform

Choose a platform that supports PDF/DOCX uploads, audit trails, secure storage, and integration with HR and document systems used by your organization.

  • File Formats: PDF, DOCX supported.
  • Integrations: HRIS, ATS, and cloud storage.
  • Authentication: Email, SMS, or KBA options.

Vendor Pricing and Feature Snapshot

Below is a brief vendor comparison of typical entry-level pricing and common features relevant to signing Employee Proprietary Information Forms.

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 free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes 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/year Varies No cap Varies

Security and Compliance Features to Verify

Encryption In Transit: TLS 1.2 and 1.3 in transit.
Encryption At Rest: AES-256 full-disk and object encryption.
Certifications: SOC 2 Type II and ISO 27001.
HIPAA: BAA available for covered workflows.
21 CFR Part 11: Supports controls and audit trails.
Audit Trail: Comprehensive timestamps, IP, and activity logs.

Consequences of Errors or Omissions

Breach Liability: Trade secret misappropriation suits.
Unenforceable Assignment: Overbroad terms may be void.
Missing Signatures: Can invalidate provisions.
Notary Errors: Notarization mistakes reduce evidence strength.
Data Exposure: HIPAA penalties possible for PHI.
Recordkeeping Failures: Loss of defense in disputes.

Common Preparation Mistakes to Avoid

  • Vague definitions of confidential information lead to disagreements and make enforcement costly; be specific about included and excluded categories.
  • Failing to include invention assignment or disclosure procedures leaves ownership unclear for employee-created IP and increases litigation risk.
  • Not collecting signed forms before granting system access undermines confidentiality obligations and complicates breach response and audit trails.
  • Using handwritten or scanned signatures without a reliable audit trail limits attribution and weakens evidentiary weight in disputes or court proceedings.

How Electronic Completion and eSubmission Work

Electronic completion typically follows a simple flow: upload, place fields, send to signer, authenticate, and capture a signed copy plus audit trail.

  • Upload Document: Start from PDF or DOCX file.
  • Place Fields: Add signature, initials, and date fields.
  • Authenticate Signer: Email link, SMS code, or KBA.
  • Capture Audit: Record IP, timestamp, and event log.

Timing Considerations for Distribution and Retention

Key timing considerations for distributing and retaining the form during onboarding and after employment to maintain compliance.

Provide Before Start Date:

Obtain signed form before system access or first day.

Update on Role Change:

Require new form when duties or IP exposure change.

Annual Review Recommendation:

Review templates annually with counsel for law changes.

Retention and Audit:

Export signed copies to HR system within 7 days.

Update After Termination:

Retain final signed form per retention schedule.

Practical Best Practices for Enforceable Agreements

Follow these best practices to craft enforceable Employee Proprietary Information Forms that reduce litigation risk and align with business processes.

Draft narrow, precise definitions for confidential information
Define exact categories with examples (e.g., customer lists, source code, financial models). Exclude public-domain information and prior employee knowledge. Clear definitions limit disputes and improve the court's likelihood to enforce confidentiality obligations.
Use clear IP assignment and disclosure procedures
Require prompt written disclosure of inventions using a standard disclosure form, define assignment transfer mechanics, and include a narrow post-employment assignment for work related to the employer's business to reduce claims of overbreadth.
Limit duration and specify survival clauses
Set reasonable confidentiality terms and identify which obligations survive termination. Avoid perpetual, undefined durations unless tied to trade secret protection; include survival clauses for key obligations and a sunset review to reassess necessity.
Preserve evidence and audit trails for enforcement
Collect signed copies, keep immutable audit logs, store documents with encryption, and retain access records. Make notarization or witness lines available in jurisdictions where additional proof is standard to strengthen enforceability during disputes.

Frequently Asked Questions and Practical Answers

Answers to common questions about completing, executing, and enforcing the Employee Proprietary Information Form, focused on practical, U.S.-centric legal and technical issues.


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