Is an e-signature legally binding?

Yes. Electronic signatures that demonstrate signer intent, consent to electronic records, attribution, and record retention generally meet legal standards under the ESIGN Act and state UETA laws. Exceptions (wills, certain court filings) may still require ink signatures or special handling.

What if prior inventions are omitted?

Omitting prior inventions can create ownership disputes. If an employee later claims an invention predates employment, the company may lack clear evidence. Maintain dated prior-invention lists, require attestations at hire, and preserve commit logs or design records to reduce contestability.

Can the company require assignment of inventions?

Yes for inventions created within the scope of employment or with company resources, provided the clause is reasonable and narrowly tailored. Courts may refuse overly broad assignments; careful drafting, disclosure procedures, and consideration provisions improve enforceability.

Is notarization required for validity?

Generally, notarization is not required for employment assignment agreements to be valid, but a notarized acknowledgment can strengthen record authenticity. Some states or specific uses (such as RON for remote notarization) affect procedures; follow state notary rules when notarization is used.

How can I correct a signed error or omission?

Execute a written amendment signed by both parties specifying corrections, or re-sign a corrected agreement. For e-signed records, attach an amendment or counter-signing event with a clear audit trail. Document consent to the change to avoid later challenges.

Can an employee revoke the agreement later?

An employee generally cannot unilaterally revoke assignment obligations already bargained for in exchange for consideration. Withdrawal of electronic consent to receive records does not nullify previously executed agreements. Termination clauses and contractual revocation terms control rights after employment.

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Employees' Proprietary Information and Inventions Agreement

Employees' Proprietary Information and Inventions Agreement

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

What the Employees' Proprietary Information and Inventions Agreement Is

The Employees' Proprietary Information and Inventions Agreement is a standard employment contract clause that defines confidential information, assigns employee-created inventions to the employer, and sets obligations for nondisclosure and invention disclosure. It typically requires employees to disclose inventions made during employment, assign intellectual property rights to the company, and maintain confidentiality after separation. The agreement clarifies scope, exceptions for prior inventions, and procedures for disclosure and patent prosecution. Employers use this agreement to protect trade secrets and ensure ownership of work product created within the scope of employment.

Why this agreement matters for employers and employees

Protects company trade secrets, clarifies ownership of employee-created inventions, and reduces litigation risk by establishing disclosure and assignment processes. For employees, it defines expectations and exceptions. Clear agreements support enforceability under ESIGN/UETA when executed electronically.

Who commonly uses and signs this agreement

Common users include in-house counsel, HR, hiring managers, and startup founders managing employee innovation rights.

Technology and software companies protecting developer-created code and patents aggressively.
Startups seeking clear IP assignment to avoid future ownership disputes.
Established employers maintaining trade secret protections and inventor disclosure procedures.

Essential clauses to include in the agreement

Six essential provisions form the agreement's backbone: definitions, invention assignment, disclosure duty, exclusions, confidentiality, remedies, and post-termination obligations.

Definitions

Defines 'Proprietary Information', 'Inventions', and related terms; sets the temporal and subject-matter scope for confidentiality and invention assignment to avoid ambiguity in litigation or patent applications.

Assignment

Requires employees to assign inventions developed during employment or using company resources, often including a present assignment clause and cooperation for patent filings and related documentation assistance.

Disclosure Duty

Obligates prompt written disclosure of inventions to a designated company officer, with timelines and form of submission specified to preserve priority and enable evaluation and recordkeeping.

Exclusions

Lists prior inventions, external projects, or employee-developed ideas unrelated to company business as exclusions, with a space to record preexisting IP and inventor attestations and dates.

Confidentiality

Specifies care standards, permitted disclosures, duration of confidentiality obligations post-termination, and permitted use for legal or regulatory purposes, including exceptions for compelled disclosures with notice and narrow scope protections.

Remedies

Identifies injunctive relief, damages, and reimbursement for legal fees; may include liquidated damages and specific enforcement procedures as equitable remedies for breach.

Step-by-step: completing, reviewing, and executing the agreement

Follow these sequential steps to fill, review, assign rights, and obtain valid signatures in compliance with applicable IP and employment laws.

01

Prepare Document: Draft clauses and list prior inventions.
02

Employee Disclosure: Employee completes invention disclosure form.
03

Review & Counsel: Employer reviews; legal counsel advises on scope.
04

Execute: Sign electronically or in ink with witness/notary as required.

Online workflow setup checklist

Set up the e-sign workflow to capture disclosure, assign signatures, and retain an audit trail for compliance and proof.

Field	Configuration
Signature Field	Require signature + date; optional initial fields
Disclosure Attachment	Make invention disclosure required attachment
Authentication	Use email + SMS code or SSO for signer identity
Retention Settings	Store signed PDF, audit trail, and A/V notarization if used

Typical e-signature flow for this agreement

A concise online signing workflow ensures prompt disclosure, secure assignment, verification of signer identity, and a retained audit trail for future enforcement.

Upload: Upload agreement and attachments including exhibit schedules.
Place Fields: Add name, date, signature, and disclosure fields
Authenticate: Verify signer via SMS code or SSO
Complete: Signer signs; system stores PDF and audit log

Platform and security considerations for e-execution

Verify integrations, authentication, and file formats before deploying the e-sign workflow to ensure compliance and reliable document capture.

Integrations: Salesforce, NetSuite, Google Workspace ready
Formats: PDF, DOCX, and HTML supported
Auth Methods: Email link, SMS code, SSO options

Key risks and penalties from incorrect or incomplete agreements

Unenforceable Assignment: Courts may refuse assignment.

Loss of Trade Secrets: Confidentiality not protected.

Tax Reporting Issues: Incorrect entity reporting.

Patent Priority Risk: Delayed disclosures harm filings.

Litigation Costs: Expensive disputes possible.

Regulatory Exposure: HIPAA or SEC implications.

Common preparation mistakes to avoid

Using overly broad assignment language that reaches inventions wholly unrelated to employment, increasing chances of judicial narrowing or invalidation.
Failing to list prior inventions or obtain inventor attestations, which creates disputes over ownership and can trigger costly litigation.
Neglecting to specify assignment mechanics or cooperation obligations for patent prosecution, leaving gaps when pursuing patent protection.
Attempting to rely on oral assurances rather than written disclosures and signed agreements, weakening enforceability and evidence in court.

Practical drafting and execution recommendations

Practical recommendations for drafting, executing, and enforcing assignment and confidentiality provisions in workplace invention agreements effectively.

Adopt narrow, specific assignment clauses

Draft assignment clauses focused on inventions created within employment scope or using company resources, with clear time frames and examples. Avoid broad catch-all language that may be struck down as overbroad in litigation.

Thoroughly document prior inventions and claims

Keep a dated list with descriptions and supporting files; have employee attestations signed at hire to reduce later disputes and clarify ownership, including linked source code commits, design documents, and test artifacts.

Require prompt written invention disclosure

Specify short disclosure windows, required content, and a designated reviewer. Timely notices preserve patent priority and allow the company to evaluate assignment and prosecution options and document communications for records.

Use electronic signature and audit trail

Capture signatures with authenticated e-sign methods, retain a tamper-evident PDF, and keep a detailed audit trail (IP, timestamps, IP address). These elements strengthen enforceability under ESIGN and UETA and BAA where HIPAA applies.

eSignature pricing and feature comparison (signNow first)

Comparison of starting prices and key features across common e-sign vendors; signNow appears first per platform data.

	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	Yes, 7-day trial	Varies	Varies	Varies	Varies
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	Varies	Varies

Frequently asked questions and troubleshooting

Answers to common questions about enforceability, e-signing, prior invention lists, and steps to fix errors in an Employees' Proprietary Information and Inventions Agreement.

Need help? Contact support

Is an e-signature legally binding?
Yes. Electronic signatures that demonstrate signer intent, consent to electronic records, attribution, and record retention generally meet legal standards under the ESIGN Act and state UETA laws. Exceptions (wills, certain court filings) may still require ink signatures or special handling.
What if prior inventions are omitted?
Omitting prior inventions can create ownership disputes. If an employee later claims an invention predates employment, the company may lack clear evidence. Maintain dated prior-invention lists, require attestations at hire, and preserve commit logs or design records to reduce contestability.
Can the company require assignment of inventions?
Yes for inventions created within the scope of employment or with company resources, provided the clause is reasonable and narrowly tailored. Courts may refuse overly broad assignments; careful drafting, disclosure procedures, and consideration provisions improve enforceability.
Is notarization required for validity?
Generally, notarization is not required for employment assignment agreements to be valid, but a notarized acknowledgment can strengthen record authenticity. Some states or specific uses (such as RON for remote notarization) affect procedures; follow state notary rules when notarization is used.
How can I correct a signed error or omission?
Execute a written amendment signed by both parties specifying corrections, or re-sign a corrected agreement. For e-signed records, attach an amendment or counter-signing event with a clear audit trail. Document consent to the change to avoid later challenges.
Can an employee revoke the agreement later?
An employee generally cannot unilaterally revoke assignment obligations already bargained for in exchange for consideration. Withdrawal of electronic consent to receive records does not nullify previously executed agreements. Termination clauses and contractual revocation terms control rights after employment.

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