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.

Electronic Signature
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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!

EMPLOYEE'S PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

InterDent, Inc.

222 North Sepulveda Boulevard, Suite 740

El Segundo, CA 90245-4340

Gentlemen:

I recognize that InterDent, Inc., a Delaware corporation (the "Company"), is engaged in a continuous program of research, development and production with respect to its business, present and future.

I understand that:

A. As part of my employment by the Company I am expected to make new contributions and inventions of value to the Company.

B. I understand that my employment creates a relationship of confidence and trust between me and the Company with respect to any information:

(1) applicable to the business of the Company; or

(2) applicable to the business of any client or customer of the Company, which may be made known to me by the Company or by any client or customer of the Company, or learned by me during the period of my employment.

C. The Company possesses and will continue to possess information that has been created, discovered or developed, or has otherwise become known to the Company, and/or in which property rights have been assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged. All of the aforementioned information is hereinafter called "Confidential Information."

By way of illustration, but not limitation, Confidential Information includes all data, compilations, specifications, strategies, projections, processes, techniques, formulae, models and patent disclosures; and all tangible and intangible embodiments thereof of any kind whatsoever including, where appropriate and without limitation, all compositions, machinery, apparatus, records, reports, drawings, patent applications and documents.

In consideration of my employer or continued employment, as the case may be, and the compensation received by me from the Company from time to time, subject to Section 12 hereof, I hereby agree as follows:

1. All Confidential Information shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents and other rights in connection therewith. I hereby assign to the Company any rights I may have or acquire in all Confidential Information. At all times during my employment by the Company and at all times after termination of such employment, I will keep in confidence and trust all Confidential Information, and I will not disclose, sell, use, lecture upon or publish any Confidential Information or anything relating to it without the written consent of the Company, except as may be necessary in the ordinary course of performing my duties as an employee of the Company.

2. I agree that during the period of my employment by the Company, I will not, without the Company's express written consent, engage in any employment or activity in any business competitive with the Company.

3. All documents, data, records, apparatus, equipment, chemicals, molecules, organisms and other physical property, whether or not pertaining to Confidential Information, furnished to me by the Company or produced by myself or others in connection with my employment shall be and remain the sole property of the Company and shall be returned promptly to the Company as and when requested by the Company. Should the Company not so request, I shall return and deliver all such property upon termination of my employment by me or by the Company for any reason and I will not take with me any such property or any reproduction of such property upon such termination.

4. I will promptly disclose to the Company, or any persons designated by it, all improvements, inventions, formulae, processes, techniques, know-how and data, whether or not patentable, made or conceived or reduced to practice or learned by me, either alone or jointly with others, during the period of my employment which are related to or useful in the business of the Company, or result from tasks assigned me by the Company, or result from use of premises owned, leased or contracted for the Company (all said improvements, inventions, formulae, processes, techniques, know-how and data shall be collectively hereinafter called ("Inventions")); such disclosure shall continue for one year after termination of the Agreement with respect to anything that would be an Inventions if made, conceived, reduced to practice or learned during the term hereof.

5. I agree that all Inventions shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents and other rights in connection therewith. I hereby assign to the Company any rights I may have or acquire in all Inventions. I further agree as to all Inventions to assist the Company in every proper way (but at the Company's expense) to obtain and from time to time enforce patents on the Inventions in any and all countries, and to that end I will execute all documents for use in applying for and obtaining such patents thereon and enforcing same, as the Company may desire, together with any assignments thereof to the Company or persons designated by it. My obligation to assist the Company in obtaining and enforcing patents for the Inventions in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after such termination for time actually spent by me at the Company's request on such assistance. In the event that the Company is unable for any reason whatsoever to secure my signature to any lawful and necessary document required to apply for or execute any patent application with respect to Inventions (indicating renewals, extension, continuations, divisions or continuations in part thereof), I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents, as my agents and attorneys-in-fact to act for and in my behalf and instead of me, to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents thereon with the same legal force and effect as if executed by me.

6. As a matter of record I have attached hereto a complete list of all inventions or improvements relevant to the subject matter of my employment by the Company which have been made or conceived or first reduced to practice by me alone or jointly with others prior to my employment by the Company which I desire to remove from the operation of the Agreement; and I covenant that such list is complete. If no such list is attached to the Agreement, I represent that I have made no such inventions and improvements at the time of signing the Agreement.

7. I represent that my performance of all the terms of the Agreement and that my employment by the Company does not and will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to, and continuing throughout, my employment by the Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith.

8. I understand, as part of the consideration for the offer of employment extended to me by the Company and of my employment or continued employment by the Company, that I have not brought and will not bring with me to the Company or use in the performance of my responsibilities at the Company any equipment, supplies, facility or trade secret information of any former employer which are not generally available to the public, unless I have obtained written authorization for their possession and use.

9. I also understand that, in my employment with the Company, I am not to breach any obligation of confidentiality that I have to others, and I agree that I shall fulfill all such obligations during my employment with the Company.

10. I agree that in addition to any other rights and remedies available to the Company for any breach by me of my obligations hereunder, the Company shall be entitled to enforcement of my obligations hereunder by court injunction.

11. If any provision of the Agreement shall be declared invalid, illegal or unenforceable, such provision shall be severed and all remaining provisions shall continue in full force and effect.

12. The Agreement shall be effective as of the first day of my employment by the Company.

13. The term Company, as used herein, shall include any subsidiary or affiliate of InterDent, Inc.

14. The Agreement shall be binding upon me, my heirs, executors, assigns and administrators and shall inure to the benefit of the Company, its successors and assigns.

15. The Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law principles thereof.

Dated:

________________________

Michael T. Fiore

Accepted and Agreed to

as of

INTERDENT, INC.

______________________

By:

Title:

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.

The agreement fits across industries and scales from early-stage firms to multinational employers with tailored clauses.

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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