Can this form be signed electronically?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Confirm the signer consents to electronic records and preserve an audit trail showing intent and attribution.

Is notarization required for enforceability?

Not generally required for IP assignment agreements, but specific states or organizational policies may ask for notarization or witnesses for high‑value transfers. Verify local requirements before relying on notarization.

What if an employee created work before hire?

Pre‑existing works should be listed or excluded explicitly. Without an exclusion or written assignment, pre‑employment work may remain the employee’s property and complicate ownership claims.

How do we amend a signed assignment?

Prepare a written amendment signed by the same parties. Retain both the original and amendment with clear dates and audit evidence; counsel review is advisable for substantive changes.

Who should approve assignment language?

Have in‑house or outside counsel review the template, especially for executive hires, contractors, or cross‑jurisdictional roles that may trigger varied legal requirements.

How long must we keep signed copies?

Retain signed assignments for the employment term plus several years; federal and industry rules apply (see IRS, HIPAA). Keep records long enough to defend ownership claims and comply with retention obligations.

Electronic Signature
Templates
HR
HR Proprietary Information Assignment

HR Proprietary Information Assignment

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

HR PROPRIETARY INFORMATION ASSIGNMENT

This Proprietary Information Assignment (the Agreement) is entered into between Employer: and Employee: effective as of .

Personal Information

Full Legal Name Home Address Phone Email

Position Information

Job Title Department Reporting Manager Start Date Salary (annual) Employment Type (select applicable)

Full-time Part-time Contractor

Employment History

Previous Employer 1 — Company: Title: Dates:

Responsibilities Reason for Leaving

Previous Employer 2 — Company: Title: Dates:

Responsibilities Reason for Leaving

Education

Degree Institution Graduation Date

References

Reference 1 Reference 2 Reference 3

Proprietary Information and Assignment

Definitions. For purposes of this Agreement, "Proprietary Information" means trade secrets, confidential information, technical data, processes, software, inventions (whether or not patentable), designs, know-how, improvements, developments, and other proprietary information, whether or not reduced to practice, disclosed to Employee or developed by Employee in the course of employment.

Assignment of Inventions. Employee hereby assigns and agrees to assign to Employer all right, title and interest in and to all Proprietary Information and all inventions, discoveries, improvements, and works of authorship (collectively, Inventions) that Employee conceives, makes, develops, reduces to practice or authors, either solely or jointly with others, during the period of Employee's employment with Employer, and for a period of one year following termination of employment to the extent arising out of work performed for Employer or using Employer resources.

Copyright and Moral Rights. Employee hereby irrevocably assigns all copyrights and all rights of authorship and moral rights in any Work Product created in connection with Employee's duties. To the extent moral rights cannot be assigned, Employee irrevocably waives such rights to the fullest extent permitted by law.

Disclosure of Prior Inventions. Employee represents that any inventions made prior to employment and not assigned hereunder are listed on the Prior Inventions Disclosure below. Employee covenants not to use or disclose any third-party confidential information or trade secrets in performance of duties.

Prior Inventions Disclosure (if none, state "None")

Confidentiality Obligations. Employee shall hold Proprietary Information in strict confidence and shall not disclose or use Proprietary Information except as required to perform duties for Employer. Employee shall take reasonable measures to protect Proprietary Information from unauthorized use or disclosure.

Return of Materials. Upon termination of employment or at Employer's request, Employee shall promptly return all documents, devices, materials and other items containing Proprietary Information. Employee will not retain copies in any form.

Remedies; Injunctive Relief. Employee acknowledges that a breach may cause Employer irreparable harm for which monetary damages are inadequate. Employer shall be entitled to injunctive relief in addition to any other remedies at law or in equity.

No Conflict; Prior Obligations. Employee represents that execution of this Agreement does not breach any prior agreement or obligation. Employee shall not incorporate into Employer's products or services any technology or materials subject to third‑party rights without prior written authorization.

Survival; Severability. The obligations in this Agreement relating to Proprietary Information, assignment, and remedies survive termination. If any provision is held unenforceable, the remaining provisions remain in effect.

Legal Disclosures & Acknowledgments

At-Will Employment. Employee understands and acknowledges that employment with Employer is on an at-will basis and may be terminated by either party at any time, with or without cause, unless otherwise agreed in a separate written employment agreement.

Equal Opportunity. Employer is an equal opportunity employer. Employment decisions are made without regard to race, color, religion, sex, national origin, disability, age, or other protected classification as defined by applicable law.

Background and Reference Authorization. Employee authorizes Employer to contact references and prior employers and to obtain background checks and verification of credentials. Consent: I authorize such inquiries and checks.

Applicant Certification

I certify that all information provided in this document is true and complete to the best of my knowledge. I acknowledge that willful falsification may result in discipline, up to and including termination of employment.

Initials:

Acknowledgment of Policies and Consent

Employee acknowledges receipt of Employer's policies concerning proprietary information and understands that the obligations in this Agreement are in addition to and do not replace any separate confidentiality or proprietary policy.

Consent to Assignment. Employee confirms that assignment of inventions and Proprietary Information as set forth above is reasonable and necessary for Employer's legitimate business interests and that Employee has had an opportunity to consult counsel.

Consent: I agree to the terms of this Proprietary Information Assignment.

Additional Agreements

Other Terms or Notes

Signatures

Employee Printed Name:

By:

Date:

Employer Printed Name:

By:

Date:

What the HR Proprietary Information Assignment Is

The HR Proprietary Information Assignment is a written agreement used by employers to obtain an employee or contractor assignment of intellectual property, trade secrets and other proprietary materials created or developed during engagement. It defines what information is considered proprietary, assigns ownership rights to the employer, and can include confidentiality, invention disclosure and cooperation clauses. The form helps document the transfer of rights and clarifies post‑employment obligations such as non‑disclosure and cooperation with patent filings, making ownership and enforcement paths clearer for both parties.

Why a Clear Assignment Matters for HR and Legal

A properly drafted assignment protects company ownership of inventions and confidential information, reduces litigation risk, and standardizes onboarding. It also documents consideration and timing for rights transfers.

Who typically completes and relies on this assignment

HR, in-house counsel, and hiring managers use the assignment to secure company rights at hire or contract start.

HR administrators: include the form in onboarding packets and personnel files for new hires and reclassifications.
Legal teams: review language for scope, inventions, and residuals and adapt for state‑specific requirements or executive hires.
Employees and contractors: sign to acknowledge assignment of covered works and agree to disclosure/cooperation obligations.

Proper signers and version control ensure enforceability and reduce downstream disputes about ownership or publication rights.

Typical signer profiles and roles

HR Manager

An HR Manager usually distributes the assignment during onboarding, tracks the signed copy in the personnel file, and coordinates notarization or witness steps if required by jurisdiction or company policy. They act as the primary custodian for execution records.

General Counsel

General Counsel or outside counsel reviews assignment language for scope and enforceability, advises on consideration and state variations, and handles disputes or litigation that arise from contested ownership.

Core clauses to include in a professional assignment

A robust HR Proprietary Information Assignment includes defined terms, assignment of inventions, confidentiality, cooperation, consideration, and remedy provisions tailored to employment status and business needs.

Definitions

Precisely define 'Proprietary Information', 'Inventions', 'Works', and any excluded categories so scope is clear and enforceable across tasks and timeframes.

Assignment Clause

State that the employee assigns all rights, title and interest in subject inventions and works created during employment, including both conceived and reduced to practice items.

Confidentiality

Obligate the signer to keep proprietary information confidential both during and after employment, with specific permitted disclosures and duration.

Cooperation

Require reasonable cooperation for patent prosecution and record transfer, including execution of documents after termination to perfect assignments.

Consideration

Specify consideration (employment, bonus, or other) for the assignment where state law or case law requires explicit consideration for transfer.

Remedies

Include injunctive relief, indemnity or liquidated damages where appropriate, and state governing law and dispute resolution preferences.

Stepwise process to complete and record the assignment

Follow these sequential steps to prepare, execute, and store a valid assignment with minimal delay.

01

Prepare Parties: Confirm legal names and employment dates before drafting.
02

Define Scope: List categories of inventions and excluded items explicitly.
03

Select Law: Choose governing state law consistent with company location or contract terms.
04

Execute & Store: Obtain signatures, record execution date, and file in personnel records.

Suggested digital workflow settings for e‑execution

Configure a secure signing workflow: set authentication, field validation, notifications, and retention rules for compliance and audit readiness.

Field	Configuration
Signature Type	ESIGN-compliant electronic signature with audit trail
Authentication Level	Email link with optional SMS OTP or ID verification
Required Fields	Force full name, date, and role/title fields
Retention Settings	Capture signed PDF plus audit certificate for retention

Typical execution path for an online assignment

A concise flow from upload to final storage reduces friction and preserves evidence of intent and attribution.

Upload Document: Store original PDF in the signing platform.
Place Fields: Add signature, initials and date fields.
Authenticate Signer: Use email link, SMS OTP, or advanced methods.
Complete & Archive: Capture signed PDF and audit trail for the file.

Technical considerations for electronic execution

Ensure the eSignature platform supports required authentication, formats, and integrations before sending the assignment for signature.

File Formats: PDF and DOCX supported for reliable rendering
Integrations: Connectors for HRIS and document storage (e.g., HR system, cloud drive)
Audit Trail: Timestamps, IP addresses and action logs retained

Confirm platform compliance (ESIGN/UETA) and retention policies before relying on electronic execution for legal or regulatory purposes.

Security and compliance checkboxes for digital execution

Encryption: TLS 1.2/1.3 in transit; AES‑256 at rest

Audit Trail: Timestamps, IP and action logs captured

Access Controls: Role-based permissions and SSO support

HIPAA BAA: BAA available where required

Certifications: SOC 2 Type II and ISO 27001

File Formats: Signed PDF with certificate of completion

Common legal risks from defective or incomplete assignments

Unclear Scope: May render assignment unenforceable

Name Mismatch: Creates chain‑of‑title issues

Missing Consideration: State law may void the transfer

Poor Retention: Loss of evidence for disputes

Improper Witnessing: State law can require extra steps

Data Exposure: Confidential information leaks risk liability

Avoidable preparation errors

Using vague definitions of 'proprietary' that invite litigation and narrow enforcement
Failing to confirm legal entity names and signatory authority before execution
Overlooking required state witnessing or notarization rules when dealing with high‑value IP
Neglecting to preserve the audit trail and signed PDF for retention and dispute evidence

Practical drafting and execution tips

Follow consistent drafting, signing, and recordkeeping practices to maximize enforceability and operational clarity.

Use precise definitions for proprietary materials

Define categories (software, designs, processes) and exclude unrelated personal works to reduce litigation risk and make enforcement predictable.

Confirm signatory authority in advance

Verify the signer’s role and power to bind the entity; for contractors, attach a separate addendum confirming work‑for‑hire terms.

Keep the executed original and backups

Store a signed PDF and audit certificate in the HR file and secure cloud storage with access logs retained per retention policy.

Coordinate with legal for high‑risk hires

Have counsel review executive, inventor or contractor assignments to add tailored carve‑outs and consideration language.

Illustrative examples of how organizations use the assignment

Real-world examples show common implementation patterns across small and large employers.

Optica Ventures LLC (COO)

Onboarding standardization improved execution rates for startup hires.

Rapid remote signing for distributed teams.
"The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers." — Brian Fitzgibbons, COO, Optica Ventures LLC

Martin Properties (Founder)

Used digital execution to collect signed agreements without in-person meetings.

Mobile and offline signing supported field agents.
"I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently." — Tim Martin, Founder, Martin Properties

Timing and processing expectations

Set clear internal deadlines for completion and review to ensure assignments are effective before critical work begins.

Provide on Hire:

Assignment should be offered on or before first day of employment

Review Period:

Allow 3–7 business days for legal review on complex roles

Executive Signoff:

Require counsel signoff for C‑level or inventor hires

Update on Role Change:

Reassess assignment if job duties materially change

Record Filing:

Store signed copy immediately in personnel and secure document systems

Key milestones from draft to retention

Track and record each milestone to create a defensible chain of custody for assignment documents.

01

Draft Completed

Finalize language and definitions before sending

02

Legal Review

Internal counsel approves or requests edits

03

Execution

Obtain signatures and audit certificate

04

eSignature pricing and compliance snapshot for assignment workflows

Compare typical vendor entry-level pricing, trial availability and core features relevant to executing HR assignment agreements. Pricing shown reflects published plan starting points.

	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	Varies	Varies

Frequently asked questions about the HR Proprietary Information Assignment

Answers to common legal and execution questions when preparing or signing an assignment.

Need help? Contact support

Can this form be signed electronically?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Confirm the signer consents to electronic records and preserve an audit trail showing intent and attribution.
Is notarization required for enforceability?
Not generally required for IP assignment agreements, but specific states or organizational policies may ask for notarization or witnesses for high‑value transfers. Verify local requirements before relying on notarization.
What if an employee created work before hire?
Pre‑existing works should be listed or excluded explicitly. Without an exclusion or written assignment, pre‑employment work may remain the employee’s property and complicate ownership claims.
How do we amend a signed assignment?
Prepare a written amendment signed by the same parties. Retain both the original and amendment with clear dates and audit evidence; counsel review is advisable for substantive changes.
Who should approve assignment language?
Have in‑house or outside counsel review the template, especially for executive hires, contractors, or cross‑jurisdictional roles that may trigger varied legal requirements.
How long must we keep signed copies?
Retain signed assignments for the employment term plus several years; federal and industry rules apply (see IRS, HIPAA). Keep records long enough to defend ownership claims and comply with retention obligations.

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