Forms-Provider Survey
Employee invention-assignment forms, compared clause by clause
A provision-by-provision comparison of widely used employee Confidential Information & Invention Assignment Agreements (CIIA / PIIA), compiled from each form’s own clauses. Hover a ✓ to see the form’s exact wording and where it appears.
Related: OpenAgreements form · Templates library · All law surveys
Tip: a dotted ✓ means the provision is present — hover it for the form’s own wording and where it appears. Hover a provision name for what it means.
| Provision | Cooley GO (CA) Cooley GO terms (as-is, all rights reserved) as of 2026-06-27 33/41 | Orrick (US) Orrick Start-Up Forms terms as of 2026-06-27 30/41 | OpenAgreements CC BY 4.0 as of 2026-06-28 29/41 | Clerky Clerky terms (as-is, all rights reserved) as of 2026-06-27 26/41 | GitHub Balanced CC0-1.0 as of 2026-06-26 13/41 |
|---|---|---|---|---|---|
| Assignment of inventions | |||||
| Present assignment languageUses operative present-tense assignment ("hereby assign") rather than only a promise to assign later.Also called: hereby-assign language; present conveyance (Stanford v. Roche) | ✓“I hereby assign to Employer all my right, title, and interest in and to any and all Company Inventions other than Nonassignable Inventions and agree that such assignment includes an assignment of all Moral Rights.”Cooley GO (CA) — Section 2.4 · Assignment of Company Inventions | ✓“With respect to all other Company IP, or to the extent not otherwise vested in the Company by operation of law, I will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, for no additional consideration, all of my right, title and interest in and to any and all Company IP.”Orrick (US) — Section 19 · Ownership of Company IP | ✓“Employee hereby assigns, and agrees to assign, to Company all right, title, and interest in the Covered Inventions, to the extent permitted by law.”OpenAgreements — Assignment of Inventions | ✓“I hereby assign to the Company, or its designee, and I agree that I will promptly make full written disclosure to the Company of and to hold in trust for the sole right and benefit of the Company, all my right, title and interest throughout the world in and to any and all Company Inventions and all patent, copyright, trademark, trade secret and other intellectual property rights therein.”Clerky — Section 3(d) · Assignment of Company Inventions | ✓“Company IP is work made for hire, but to the extent the Company doesn't own the rights automatically, you hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP.”GitHub Balanced — Section 1 · What the Company owns |
| Future-inventions assignmentAssigns (or agrees to assign) inventions created in the future during the employment/relationship. | ✓“I hereby assign to Employer all my right, title, and interest in and to any and all Company Inventions other than Nonassignable Inventions and agree that such assignment includes an assignment of all Moral Rights.”Cooley GO (CA) — Section 2.4 · Assignment of Company Inventions | ✓“(A) IP that I solely or jointly author, discover, develop, conceive, or reduce to practice during the period of, or otherwise in connection with, the Relationship or that includes, incorporates, or otherwise relies upon the use of or results from access to, Confidential Information;”Orrick (US) — Section 12 · Company IP | ✓“Employee hereby assigns, and agrees to assign, to Company all right, title, and interest in the Covered Inventions, to the extent permitted by law. This assignment covers all inventions Employee makes during employment, except for the inventions carved out under Prior and Excluded Inventions below.”OpenAgreements — Assignment of Inventions | ✓“I understand that “Company Inventions” means any and all Inventions that I may solely or jointly author, discover, develop, conceive, or reduce to practice during the period of the Relationship, except as otherwise provided in Section [3(g)](#ExceptionstoAssignments) below. 4) Assignment of Company Inventions.”Clerky — Section 3(c) · Inventions | ✓“Company IP is work made for hire, but to the extent the Company doesn't own the rights automatically, you hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP.”GitHub Balanced — Section 1 · What the Company owns |
| Work-made-for-hire designationDesignates copyrightable company-owned IP as work made for hire under the Copyright Act.Also called: WMFH; work made for hire | ✓“I acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my employment and that are protectable by Copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101). 8.”Cooley GO (CA) — Section 2.7 · Ownership of Work Product | ✓“I acknowledge that, to the extent permitted by law, all Company IP consisting of copyrightable subject matter is “work made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. §101), are fully compensated by my salary, and such copyrights are therefore owned by the Company. With respect to all other Company IP, or to the extent not otherwise vested in the Company by operation of law, I will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, for no additional consideration, all of my right, title and interest in and to any…”Orrick (US) — Section 19 · Ownership of Company IP | ✓“To the extent legally permitted, copyrightable works prepared within the scope of employment are works made for hire for Company.”OpenAgreements — Work Made for Hire and Further Assurances | ✓“I further acknowledge that all Company Inventions that are made by me (solely or jointly with others) within the scope of and during the period of the Relationship are “works made for hire” (to the greatest extent permitted by applicable law) and are compensated by my salary. Any assignment of Company Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”).”Clerky — Section 3(d) · Assignment of Company Inventions | ✓“Company IP is work made for hire, but to the extent the Company doesn't own the rights automatically, you hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP.”GitHub Balanced — Section 1 · What the Company owns |
| Patent-family / priority captureThe assignment or IP-rights definition expressly reaches the right to claim priority and to file/pursue future applications (continuations, divisions, foreign counterparts, "rights to apply").Also called: patent-family / priority capture; rights to apply | ✓“The term (a) “Intellectual Property Rights” means all past, present and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: trade secrets, Copyrights, trademark and trade name rights, mask work rights, patents and industrial property, and all proprietary rights in technology or works of authorship (including, in each case, any application for any such rights, all rights to priority, and any rights to apply for any such rights, as well as all rights to pursue remedies for infringement or violation of any such rights);”Cooley GO (CA) — Section 2.1 · Definitions | ✓““IP Rights” means any and all patent rights, copyright rights, trademark rights, mask work rights, trade secret rights, sui generis database rights and all other intellectual and industrial property rights of any kind throughout the world (including any rights to apply therefor, any applications therefor, and the right to claim priority to any such applications, as well as all rights to pursue remedies for past or future infringement or violation thereof) in or to IP. 12.”Orrick (US) — Section 11 · IP Rights | ✓“Covered Inventions means all inventions, software, works of authorship, discoveries, improvements, designs, data models, and other intellectual property that Employee makes, conceives, develops, or reduces to practice, alone or with others, during employment, together with all related intellectual property rights, including the right to apply for and claim priority to patents, copyrights, and other registrations and the right to pursue remedies for infringement.”OpenAgreements — Defined Terms | · | · |
| Government / third-party directed assignmentObligates the employee to assign a particular invention to a third party (including the U.S. government) as directed by the company. | ✓“I agree that, as directed by Company, I will assign to a third party, including without limitation the United States, all my right, title, and interest in and to any particular Company Invention. 7.”Cooley GO (CA) — Section 2.6 · Government or Third Party | · | · | · | · |
| Moral rights & ownership structure | |||||
| License-back of employee IP to companyGrants the company a license to the employee's own/prior IP that is used in or incorporated into company products (or, more broadly, related to company business).Also called: grant-back license | ✓“If no such list is attached, I represent and warrant that no Inventions that would be classified as Prior Inventions exist as of the date of this Agreement. 2) I agree that if I use any Prior Inventions and/or Nonassignable Inventions in the scope of my employment, or if I include any Prior Inventions and/or Nonassignable Inventions in any product or service of Company, or if my rights in any Prior Inventions and/or any Nonassignable Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement (each, a…”Cooley GO (CA) — Section 2.3 · Prior Inventions | ✓“Whether or not I give such notice, I hereby grant to the Company a perpetual, irrevocable, fully paid-up, royalty-free, worldwide, fully transferable and sublicensable (through multiple tiers), nonexclusive right and license to practice and exploit such Employee Background IP and Excluded IP and to make, have made, copy, modify, prepare derivative works of, use, sell, import, and otherwise distribute and commercialize the product, service, process, machine, or Company IP in which it was used or incorporated, or with respect to which the Company Group has such a dependency. 16.”Orrick (US) — Section 15 · Use or Incorporation of Employee Background IP and Excluded IP | ✓“If Employee incorporates, or allows the incorporation of, any Prior Invention, Excluded Invention, or other invention Employee owns into a Company product, process, or service, Employee grants Company a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to make, use, modify, reproduce, distribute, and otherwise exploit that invention as part of, or in connection with, that Company product, process, or service. Several states limit the inventions an employee can be required to assign.”OpenAgreements — License to Company for Employee Inventions Used in Company Products | ✓“Whether or not I give such notice, I hereby irrevocably grant to the Company a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with right to transfer and to sublicense, to practice and exploit such Invention and to make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute such Invention under all applicable intellectual property laws without restriction of any kind. 3) Inventions.”Clerky — Section 3(b) · Use or Incorporation of Inventions | ✓“It's still yours, of course, but in the following circumstances (a) or (b), you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, non-terminable, sublicensable (at multiple levels), transferable, worldwide license to change, modify, combine, and otherwise use and exploit (both commercially and non-commercially) Your IP in any known and currently unknown manner, without restriction ("License"): (a) If you know or should know about the use of Your IP in a Company project, product, service, or internal systems and agree or do not object to that use; or (b)…”GitHub Balanced — Section 3 · License to the Company for Your IP |
| Moral-rights waiverExpressly assigns and/or waives moral rights ("droit moral", artist's rights).Also called: droit moral waiver; artist-rights waiver | ✓“To the extent such Moral Rights cannot be assigned to Employer and to the extent the following is allowed by the laws in any country where Moral Rights exist, I hereby unconditionally and irrevocably waive the enforcement of such Moral Rights, and all claims and causes of action of any kind against Employer or related to Employer’s customers, with respect to such rights. I further agree that neither my successors-in-interest nor legal heirs retain any Moral Rights in any Company Inventions.”Cooley GO (CA) — Section 2.4 · Assignment of Company Inventions | ✓“Without limiting the generality of the foregoing, to the extent I have any rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (“Moral Rights”) in Company IP that cannot be assigned or exclusively licensed under applicable law, I hereby waive and agree not to enforce any such Moral Rights, including without limitation any limitation on subsequent modification, to the extent permitted under applicable law. 20.”Orrick (US) — Section 19 · Ownership of Company IP | ✓“To the extent any moral rights or similar artist's rights in the Covered Inventions cannot be assigned, Employee waives and agrees not to enforce those rights against Company or its licensees and customers, to the extent permitted by law. To the extent legally permitted, copyrightable works prepared within the scope of employment are works made for hire for Company.”OpenAgreements — Assignment of Inventions | ✓“To the extent that Moral Rights cannot be assigned under applicable law, I hereby waive and agree not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. 5) Maintenance of Records.”Clerky — Section 3(d) · Assignment of Company Inventions | · |
| Assignment runs to narrow signing entityIP is assigned to the specific signing employer entity ("Employer"/named Inc.) while a broader affiliated "Company"/"Company Group" group is separately defined for confidentiality/benefit purposes (two-tier party structure).Also called: two-tier Employer/Company structure | ✓“I hereby assign to Employer all my right, title, and interest in and to any and all Company Inventions other than Nonassignable Inventions and agree that such assignment includes an assignment of all Moral Rights.”Cooley GO (CA) — Section 2.4 · Assignment of Company Inventions | ✓“The Company Group and I intend for all Company IP to be owned solely and exclusively by the Company. I acknowledge that, to the extent permitted by law, all Company IP consisting of copyrightable subject matter is “work made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. §101), are fully compensated by my salary, and such copyrights are therefore owned by the Company.”Orrick (US) — Section 19 · Ownership of Company IP | · | · | · |
| Scope & carve-outs | |||||
| Carve-out for employee's own IPExcludes from assignment inventions the employee develops on their own time / outside the scope or term of employment (any form of own-time carve-out). | ✓“I hereby assign to Employer all my right, title, and interest in and to any and all Company Inventions other than Nonassignable Inventions and agree that such assignment includes an assignment of all Moral Rights.”Cooley GO (CA) — Section 2.4 · Assignment of Company Inventions | ✓“(1) was otherwise authored, discovered, developed, conceived, or reduced to practice entirely on my own time and without the use of any member of the Company Group’s equipment, supplies, facilities, or Confidential Information, (2) did not relate at the time of authorship, discovery, development, conception, or reduction to practice to any member of the Company Group’s business, or actual or demonstrably anticipated research or development, and (3) did not result from any work performed by me for any member of the Company Group. 15.”Orrick (US) — Section 14 · Excluded IP | ✓“The assignment above does not apply to, and Covered Inventions do not include, any invention that Employee develops entirely on Employee's own time without using Company equipment, supplies, facilities, or trade secret information, and that neither (a) relates to Company business or to Company's actual or demonstrably anticipated research or development, nor (b) results from work performed by Employee for Company.”OpenAgreements — Prior and Excluded Inventions | ✓“Subject to the requirements of applicable state law, if any, I understand that the Company Inventions will not include, and the provisions of this Agreement requiring assignment of inventions to the Company do not apply to, any invention which qualifies fully for exclusion under the provisions of applicable state law, if any, attached hereto as Exhibit B.”Clerky — Section 3(g) · Exception to Assignments | ✓“If you create IP outside the scope of your employment or contract or before or after your employment or contract ("Your IP"), the Company doesn't own it. This is true regardless of the computer you use to develop Your IP, including the one furnished to you by the Company.”GitHub Balanced — Section 2 · What the Company doesn't own |
| Specific state-statute notice (Section 2870-style)Recites or attaches the actual identity/text of specific state invention-assignment statutes (e.g., Cal. Lab. Code 2870, and/or DE/IL/KS/MN/NY/NC/UT/WA equivalents) as a notice, beyond a generic "applicable law" reference.Also called: Section 2870 notice; inventor's-rights statute notice | ✓“California Limited Exclusion Notification. 1) I acknowledge that California Labor Code section 2870(a) provides that I cannot be required to assign to Company any Invention that I develop entirely on my own time without using Company’s equipment, supplies, facilities or trade secret information, except for Inventions that either (i) relate at the time of conception or reduction to practice to Company’s business, or actual or demonstrably anticipated research or development, or (ii) result from any work performed by me for Company (“Nonassignable Inventions”). 2) To the extent that a provision…”Cooley GO (CA) — Section 2.2 · California Limited Exclusion Notification | ✓“(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result…”Orrick (US) — Section Exhibit A · Inventors' Rights Statute(s) | ✓“For example, California Labor Code Sections 2870 to 2872 provide that an agreement requiring assignment of inventions does not apply to an invention the employee developed entirely on their own time without using the employer's equipment, supplies, facilities, or trade secret information, except for inventions that either (a) relate at the time of conception or reduction to practice to the employer's business or actual or demonstrably anticipated research or development, or (b) result from work the employee performed for the employer. Section 2872 requires the employer to give the employee…”OpenAgreements — State-Specific Notice of Inventor Rights | ✓“(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result…”Clerky — Section Ex.B · Section 2870 of the California Labor Code is as follows: | · |
| Own-IP carve-out operative regardless of state statuteThe own-time/outside-scope carve-out applies as a matter of contract regardless of whether a specific state invention-assignment statute applies (default-on), not merely "to the extent required by applicable state law."Also called: own-time / own-equipment carve-out | · | ✓“(A) qualifies fully for exclusion under the provisions of applicable state law, if any, including but not limited to those attached hereto as Exhibit A; or (B) the IP: (1) was otherwise authored, discovered, developed, conceived, or reduced to practice entirely on my own time and without the use of any member of the Company Group’s equipment, supplies, facilities, or Confidential Information, (2) did not relate at the time of authorship, discovery, development, conception, or reduction to practice to any member of the Company Group’s business, or actual or demonstrably anticipated research or…”Orrick (US) — Section 14 · Excluded IP | ✓“This carve-out applies as a matter of contract whether or not a specific state invention-assignment statute applies. The Prior Inventions and Excluded Inventions identified in Cover Terms are also carved out and remain Employee's property.”OpenAgreements — Prior and Excluded Inventions | · | ✓“The Company also doesn't own IP excluded by laws applicable to your employment. 3.”GitHub Balanced — Section 2 · What the Company doesn't own |
| Prior-inventions scheduleProvides an exhibit/schedule/cover field for the employee to list pre-existing inventions excluded from assignment. | ✓“Prior Inventions. 1) On the signature page to this Agreement is a list describing any Inventions that (i) are owned by me or in which I have an interest and that were made or acquired by me prior to my date of first employment by Company, (ii) may relate to Company’s business or actual or demonstrably anticipated research or development, and (iii) are not to be assigned to Company (“Prior Inventions”).”Cooley GO (CA) — Section 2.3 · Prior Inventions | · | ✓“The Prior Inventions and Excluded Inventions identified in Cover Terms are also carved out and remain Employee's property. Employee represents that the Prior Inventions disclosure in Cover Terms is complete to Employee's knowledge as of the Effective Date.”OpenAgreements — Prior and Excluded Inventions | ✓“I have attached hereto, as Exhibit A, a complete list describing with particularity all Inventions (as defined below) that, as of the Effective Date: (i) I made, and/or (ii) belong solely to me or belong to me jointly with others or in which I have an interest, and that relate in any way to any of the Company’s actual or proposed businesses, products, services, or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Inventions at the time of signing this Agreement, and to the extent such Inventions…”Clerky — Section 3(a) · Inventions Retained and Licensed | · |
| Affirmative grant limited by nexus (not all-during-employment)The affirmative ownership grant is limited to a defined nexus (scope of employment, use of company resources, or relation to company business) rather than capturing ALL inventions made during employment subject only to a subtracted carve-out.Also called: scope-of-employment limit; nexus requirement | · | · | · | · | ✓“The Company owns any IP ("Company IP") that you create, or help create, during the term of your employment or contract work, within the scope of your employment or contract.”GitHub Balanced — Section 1 · What the Company owns |
| Confidentiality | |||||
| Confidentiality obligation definedDefines a confidentiality / proprietary-information obligation within the agreement itself (rather than deferring entirely to a separate policy). | ✓“At all times during and after my employment, I will hold in confidence and will not disclose, use, lecture upon, or publish any Confidential Information, except as required in connection with my work for Company, or as approved by an officer of Company. I will obtain written approval by an officer of Company before I lecture on or submit for publication any material (written, oral, or otherwise) that discloses and/or incorporates any Confidential Information.”Cooley GO (CA) — Section 1.1 · Recognition of Company's Rights; Nondisclosure | ✓““Confidential Information” means any and all information and physical manifestations thereof not generally known or available outside the Company Group and information and physical manifestations thereof entrusted to the Company Group in confidence by third parties, whether or not such information is patentable, copyrightable or otherwise legally protectable, and without regard to whether such information and physical manifestations thereof are marked or otherwise designated as “confidential”, “proprietary”, or something similar.”Orrick (US) — Section 3 · Confidential Information Definition | ✓“Employee will use and protect Confidential Information solely for authorized Company purposes, will not misuse or disclose Confidential Information except as permitted by this agreement, Company's written policies communicated to Employee, or law, and will follow the Confidential Information definition in this agreement, as supplemented in Cover Terms.”OpenAgreements — Confidential Information and Trade Secrets | ✓“I agree, at all times during the term of the Relationship and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company to the extent necessary to perform my obligations to the Company under the Relationship, and not to disclose to any person, firm, corporation or other entity, without written authorization from the Company in each instance, any Confidential Information that I obtain, access or create during the term of the Relationship, whether or not during working hours, until such Confidential Information becomes publicly and widely known and made…”Clerky — Section 2(a) · Protection of Information | · |
| DTSA trade-secret immunity noticeProvides the Defend Trade Secrets Act (18 U.S.C. 1833(b)) whistleblower-immunity notice.Also called: 18 U.S.C. 1833(b) notice; trade-secret whistleblower immunity | ✓“Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), I will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. I agree that Company information or documentation to…”Cooley GO (CA) — Section 1.1 · Recognition of Company's Rights; Nondisclosure | ✓“Further, this Agreement does not affect my immunity under the U.S. Defend Trade Secrets Act of 2016 (“DTSA”), which provides in relevant part as follows: > (1) An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or…”Orrick (US) — Section 7 · Permitted Disclosures | ✓“Pursuant to the Defend Trade Secrets Act (18 U.S.C. § 1833(b)), Employee will not be held criminally or civilly liable under federal or state trade secret law for disclosing a trade secret in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or in a court filing made under seal. Employee may also disclose a trade secret to Employee's attorney and use it in a retaliation lawsuit if any filing containing the trade secret is made under seal and the trade secret is not otherwise disclosed except by court order.”OpenAgreements — Protected Disclosures and Protected Activity | ✓“Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, DTSA provides that an individual who files a…”Clerky — Section 2(e) · U.S. Defend Trade Secrets Act | · |
| Tiered confidentiality durationExpressly distinguishes the duration of the confidentiality obligation for trade secrets (indefinite) from other confidential information (finite / limited to enforcement need or a stated year cap).Also called: trade-secret vs CI duration split | ✓“However, if a time limitation on my obligation not to use or disclose Confidential Information is required under applicable law, and the Agreement or its restriction(s) cannot otherwise be enforced, Company and I agree that the two-year period after the date my employment ends will be the time limitation relevant to the contested restriction; provided, however, that my obligation not to disclose or use trade secrets that are protected without time limitation under applicable law shall continue indefinitely. 4.”Cooley GO (CA) — Section 1.3 · Term of Nondisclosure Restrictions | · | ✓“Sections addressing assignment, confidentiality, return of materials, and assistance survive termination to the extent needed to enforce rights that arose during employment. Confidentiality obligations relating to trade secrets survive for so long as the information remains a trade secret under applicable law. This agreement does not transfer ownership of inventions that applicable law requires to remain with Employee.”OpenAgreements — Survival and Limited Scope | · | · |
| Residuals / general-knowledge carve-outExpressly permits the employee's continued use of general knowledge, skill, and experience customarily relied upon in their trade (carve-out from the confidentiality restriction).Also called: unaided-memory clause; general-knowledge carve-out | · | · | · | · | · |
| Disclosure, records & cooperation | |||||
| Maintain records of inventionsRequires the employee to keep and maintain records/notebooks of inventions, available to and owned by the company. | ✓“I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that is required by Company) of all Confidential Information developed by me and all Company Inventions made by me during the period of my employment at Company, which records will be available to and remain the sole property of Employer at all times. 4.”Cooley GO (CA) — Section 3 · Records | ✓“I shall keep and maintain adequate and current written records of all IP made or conceived by me (solely, or jointly with others) during the Relationship, which such records shall be considered Company IP. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, or any other format.”Orrick (US) — Section 17 · Records and Disclosure | ✓“Employee will promptly disclose Covered Inventions and maintain reasonably complete records of their conception, authorship, development, and transfer, consistent with Company's written policies communicated to Employee and Employee's confidentiality obligations.”OpenAgreements — Disclosure and Documentation | ✓“I agree to keep and maintain adequate and current written records of all Company Inventions made or conceived by me (solely or jointly with others) during the term of the Relationship. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, or any other format.”Clerky — Section 3(e) · Maintenance of Records | ✓“To help in those situations, you agree to maintain all records relating to the development of any Company IP, and, if the Company asks, to provide those records to the Company. You authorize the Company to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to Company IP and Your IP licensed to the Company under this agreement.”GitHub Balanced — Section 7 · Cooperation |
| Power-of-attorney fallbackAppoints the company as agent/attorney-in-fact (coupled with an interest) to execute IP documents if the employee will not or cannot.Also called: attorney-in-fact clause | ✓“If Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in this paragraph, I hereby irrevocably designate and appoint Employer and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and on my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Agreement with the same legal force and effect as if executed by me.”Cooley GO (CA) — Section 2.8 · Enforcement of Intellectual Property Rights and Assistance | ✓“I hereby irrevocably grant the Company a power of attorney to execute and deliver any such documents on my behalf in my name and to do all other lawfully permitted acts to transfer the Company IP to the Company and further the transfer, issuance, prosecution, and maintenance of all IP Rights therein, to the fullest extent permitted by law, if I do not promptly cooperate with the Company’s requests (and without limiting any other rights or remedies the Company may have in such circumstances).”Orrick (US) — Section 20 · Further Assurances; Power of Attorney | ✓“If Company is unable, after reasonable effort, to obtain Employee's signature on any document needed to apply for, secure, or confirm Company's rights in a Covered Invention, Employee appoints Company and its authorized officers as Employee's agent and attorney-in-fact to sign, verify, and file that document on Employee's behalf. This appointment is coupled with an interest and is not affected by any later incapacity of Employee. Employee will return, and where permitted delete, Company materials within the timing listed in Cover Terms, including devices, documents, credentials, and…”OpenAgreements — Appointment as Attorney-in-Fact | ✓“I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and in my behalf and stead to execute and file any such instruments and papers and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright, mask work and other registrations related to such Company Inventions.”Clerky — Section 3(f) · Patent and Copyright Rights | ✓“You authorize the Company to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to Company IP and Your IP licensed to the Company under this agreement. You agree to help the Company secure or defend its rights in Company IP or IP under the License in Section 3, including after you leave the Company.”GitHub Balanced — Section 7 · Cooperation |
| Post-employment cooperationObligates the employee to assist with securing/defending IP rights after employment ends. | ✓“My obligation to assist Company with respect to Intellectual Property Rights relating to Company Inventions will continue beyond the termination of my employment, but Company will compensate me at a reasonable rate after such termination for the time I actually spend on such assistance.”Cooley GO (CA) — Section 2.8 · Enforcement of Intellectual Property Rights and Assistance | ✓“During and after the Relationship, I agree to reasonably cooperate with the Company, at the Company’s expense and within the Company’s timeframe, to: (i) apply for, obtain, perfect, and transfer to the Company all Company IP; and (ii) maintain, protect, and enforce the same, including without limitation by participating in litigation and regulatory proceedings, as well as executing and delivering to the Company any and all applications, oaths, declarations, affidavits, waivers, assignments, and other documents and instruments requested by the Company.”Orrick (US) — Section 20 · Further Assurances; Power of Attorney | ✓“Employee will provide the post-termination assistance listed in Cover Terms, including reasonable cooperation with filings, declarations, and assignments needed to confirm or protect Company rights in Covered Inventions. Company will request that assistance only at reasonable times and on reasonable notice and will reimburse Employee's reasonable out-of-pocket expenses.”OpenAgreements — Records, Cooperation, and Post-Termination Assistance | ✓“I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue during and at all times after the end of the Relationship and until the expiration of the last such intellectual property right to expire in any country of the world. I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and in my behalf and stead to execute and file any such instruments and papers and to do all other lawfully permitted acts to further the…”Clerky — Section 3(f) · Patent and Copyright Rights | ✓“You agree to help the Company secure or defend its rights in Company IP or IP under the License in Section 3, including after you leave the Company. For your help after you leave the company, the Company will compensate you at a reasonable rate. 8.”GitHub Balanced — Section 7 · Cooperation |
| No-conflicting-obligations representationEmployee represents there are no conflicting prior agreements/obligations and will not enter conflicting agreements. | ✓“I represent that my performance of all the terms of this Agreement and as an employee of Company does not and will not breach any agreement to not compete, to not solicit or interfere with employee or business relationships, or to keep in confidence information acquired by me in confidence or in trust prior to my employment by Company. I have not entered into, and I agree I will not enter into, any written or oral agreement in conflict with this Agreement. 8.”Cooley GO (CA) — Section 7 · No Conflicting Agreement or Obligation | ✓“I represent and warrant that my performance of my duties for the Company and all the terms of this Agreement does not and will not breach any agreement I have entered into, or will enter into, with any third party (including without limitation any former employer), including without limitation any agreement to keep in confidence proprietary information or materials acquired by me in confidence or in trust prior to or during the Relationship.”Orrick (US) — Section 38 · No Conflicts | ✓“Employee represents that performing duties for Company does not knowingly conflict with binding obligations to another person or entity. Employee will not bring third-party Confidential Information into Company systems or use it in Company work without written authorization. While performing services for Company, Employee will not, without Company's written consent, engage in any business or activity that competes with Company or that materially conflicts with Employee's duties to Company.”OpenAgreements — No Conflicting Obligations | ✓“I represent that my performance of all the terms of this Agreement does not and will not breach any agreement I have entered into, or will enter into, with any third party, including without limitation any agreement to keep in confidence proprietary information or materials acquired by me in confidence or in trust prior to or during the Relationship. I will not disclose to the Company or use any inventions, confidential or non-public proprietary information or material belonging to any previous client, employer or any other party.”Clerky — Section 9(b) · No Conflicts | ✓“You agree that you don't have any outstanding agreements or obligations that conflict with those in this Agreement, and that you won't enter into conflicting agreements in the future. You also agree that you will not use or disclose to the Company anything that you are required to keep confidential, and will continue to honor any valid prior non-disclosure, proprietary rights, or other contractual agreements you have with anyone else. 7.”GitHub Balanced — Section 6 · No conflicts |
| Duty to disclose inventionsObligates the employee to promptly disclose inventions to the company (distinct from merely keeping records). | ✓“During my employment by Company, I will promptly and fully disclose to Company in writing all Inventions that I author, conceive, or reduce to practice, either alone or jointly with others. At the time of each disclosure, I will advise Company in writing of any Inventions that I believe constitute Nonassignable Inventions; and I will at that time provide to Company in writing all evidence necessary to substantiate my belief.”Cooley GO (CA) — Section 2.5 · Obligation to Keep Company Informed | ✓“Without limiting the generality of the foregoing, I will promptly make full written disclosure to the Company of all IP that I solely or jointly author, discover, develop, conceive, or reduce to practice during the period of, or otherwise in connection with, the Relationship for, among other things, the Company to determine which IP is Company IP and which is Excluded IP. 18.”Orrick (US) — Section 17 · Records and Disclosure | ✓“Employee will promptly disclose Covered Inventions and maintain reasonably complete records of their conception, authorship, development, and transfer, consistent with Company's written policies communicated to Employee and Employee's confidentiality obligations.”OpenAgreements — Disclosure and Documentation | ✓“I hereby assign to the Company, or its designee, and I agree that I will promptly make full written disclosure to the Company of and to hold in trust for the sole right and benefit of the Company, all my right, title and interest throughout the world in and to any and all Company Inventions and all patent, copyright, trademark, trade secret and other intellectual property rights therein.”Clerky — Section 3(d) · Assignment of Company Inventions | · |
| Post-employment assistance paid for timeCompensates the employee for their TIME spent assisting after employment ends (e.g., "at a reasonable rate"), beyond mere out-of-pocket expense reimbursement. | ✓“My obligation to assist Company with respect to Intellectual Property Rights relating to Company Inventions will continue beyond the termination of my employment, but Company will compensate me at a reasonable rate after such termination for the time I actually spend on such assistance.”Cooley GO (CA) — Section 2.8 · Enforcement of Intellectual Property Rights and Assistance | · | · | · | ✓“For your help after you leave the company, the Company will compensate you at a reasonable rate. 8.”GitHub Balanced — Section 7 · Cooperation |
| Trailing invention disclosure after terminationRequires the employee to continue disclosing inventions (and/or patent filings) for a stated period AFTER termination (holdover-capture mechanism). | · | · | · | ✓“In order to assist in the determination of which inventions qualify for such exclusion, I will advise the Company promptly in writing, during and for a period of twelve (12) months immediately following the termination of the Relationship, of all Inventions solely or jointly conceived or developed or reduced to practice by me during the period of the Relationship. 4.”Clerky — Section 3(g) · Exception to Assignments | · |
| Return, monitoring & remedies | |||||
| Return of materialsRequires return (and where applicable deletion) of company materials/property on termination. | ✓“When I cease to be employed by Company, I will deliver to Company any and all materials, together with all copies thereof, containing or disclosing any Company Inventions, or Confidential Information. I will not copy, delete, or alter any information contained upon my Company computer or Company equipment before I return it to Company.”Cooley GO (CA) — Section 8 · Return of Company Property | ✓“At the time of termination of the Relationship, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow charts, equipment, other documents or property, or reproductions of any of the aforementioned items developed by me pursuant to the Relationship or otherwise belonging to the Company Group. 29.”Orrick (US) — Section 28 · Company Equipment; Returning Company Documents | ✓“Employee will return, and where permitted delete, Company materials within the timing listed in Cover Terms, including devices, documents, credentials, and confidential files, except for records Employee is required to retain by law. Employee acknowledges that a breach of the assignment or confidentiality obligations in this agreement may cause Company harm that money alone cannot fully repair.”OpenAgreements — Return and Deletion of Materials | ✓“I agree that, at the time of termination of the Relationship, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow charts, equipment, other documents or property, or reproductions of any of the aforementioned items developed by me pursuant to the Relationship or otherwise belonging to the Company, its successors or assigns. 5.”Clerky — Section 4 · Company Property; Returning Company Documents | · |
| Equitable-relief / injunction clauseExpressly provides that the company may seek injunctive/equitable relief (often acknowledging irreparable harm) for breach. | ✓“Consistent with applicable law, either party may seek provisional remedies in court, as permitted by California Code Civ. Proc. §128.8, in addition to and without prejudice to any other rights or remedies that the parties may have for any threatened or actual breach of this Agreement or any of its terms. If Company enforces this Agreement through a court order, I agree that the restrictions of Section [5](#Ref433880169) will remain in effect for a period of 12 months from the effective date of the order enforcing the Agreement. 10.”Cooley GO (CA) — Section 9 · Legal and Equitable Remedies | ✓“I acknowledge that violation of this Agreement by me may cause the Company irreparable harm, and therefore I agree that the Company will be entitled to seek extraordinary relief in court, including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions, in addition to and without prejudice to any other rights or remedies that the Company may have for a breach of this Agreement. 49.”Orrick (US) — Section 48 · Remedies | ✓“Employee acknowledges that a breach of the assignment or confidentiality obligations in this agreement may cause Company harm that money alone cannot fully repair. Company may therefore seek injunctive or other equitable relief for a threatened or actual breach, in addition to any other remedy available at law, subject to applicable law. Company may inform any future employer or other party with whom Employee enters a business relationship of Employee's obligations under this agreement, and Employee will inform such a party of these obligations when relevant.”OpenAgreements — Injunctive Relief | ✓“I acknowledge and agree that violation of this Agreement by me may cause the Company irreparable harm, and therefore I agree that the Company will be entitled to seek extraordinary relief in court, including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security (or, where such a bond or security is required, I agree that a \$1,000 bond will be adequate), in addition to and without prejudice to any other rights or remedies that the Company may have for a breach of this Agreement. 7) Advice…”Clerky — Section 11(f) · Remedies | · |
| No expectation of privacy / system monitoringStates the employee has no expectation of privacy in company systems and/or that communications and activity may be monitored or audited. | · | ✓“I acknowledge that I have no expectation of privacy with respect to the Company Group’s telecommunications, networking or information processing systems (including, without limitation, files, email messages, and voice messages) and that my activity and any files or messages on or using any of those systems may be monitored or reviewed at any time without notice. I further acknowledge that any property situated on the Company Group’s premises or systems and owned by the Company Group, including storage media, filing cabinets or other work areas, is subject to inspection by the Company Group’s…”Orrick (US) — Section 28 · Company Equipment; Returning Company Documents | · | ✓“I acknowledge and agree that I have no expectation of privacy with respect to the Company’s telecommunications, networking or information processing systems (including, without limitation, files, e-mail messages, and voice messages) and that my activity and any files or messages on or using any of those systems may be monitored or reviewed at any time without notice. I further agree that any property situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any…”Clerky — Section 4 · Company Property; Returning Company Documents | · |
| Personal-device deletion / verificationRequires the employee to delete company information from personal devices/accounts and to permit the company to verify deletion (beyond returning company-issued property). | ✓“In addition, if I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information, including but not limited to, Confidential Information, I agree to provide Company with a computer-useable copy of all such information and then permanently delete such information from those systems; and I agree to provide Company access to my system as reasonably requested to verify that the necessary copying and/or deletion is completed. I further agree that any property situated on Company’s premises and owned by Company, including disks and…”Cooley GO (CA) — Section 8 · Return of Company Property | · | · | · | · |
| Restrictive covenants & conduct | |||||
| Notification of subsequent employerEmployee consents to (or must inform) a subsequent employer / third party of their obligations under the agreement. | ✓“If I am offered employment, or the opportunity to enter into any business venture as owner, partner, consultant or other capacity, while the restrictions in Section [5](#Ref433880169) of this Agreement are in effect, I agree to inform my potential employer, partner, co-owner and/or others involved in managing the business I have an opportunity to be associated with, of my obligations under this Agreement and to provide such person or persons with a copy of this Agreement. I agree to inform Company of all employment and business ventures which I enter into while the restrictions described in…”Cooley GO (CA) — Section 11 · Publication of This Agreement to Subsequent Employer or Business Associates of Employee | ✓“Notice to Third Parties. [During the Restriction Period, ]I shall inform any entity or person with whom I may seek to enter into a business relationship (whether as an owner, employee, independent contractor or otherwise) of my contractual obligations under this Agreement. I acknowledge that the Company Group may, with or without prior notice to me and whether during or after the Relationship, notify third parties of my agreements and obligations under this Agreement.”Orrick (US) — Section 34 · Notice to Third Parties | ✓“Company may inform any future employer or other party with whom Employee enters a business relationship of Employee's obligations under this agreement, and Employee will inform such a party of these obligations when relevant. Any such notice will be limited to what is reasonably necessary.”OpenAgreements — Notice to Future Employers | ✓“I agree that during the periods of time during which I am restricted in taking certain actions by the terms of this Agreement (the “Restriction Period”), I shall inform any entity or person with whom I may seek to enter into a business relationship (whether as an owner, employee, independent contractor or otherwise) of my contractual obligations under this Agreement. I also understand and agree that the Company may, with or without prior notice to me and during or after the term of the Relationship, notify third parties of my agreements and obligations under this Agreement.”Clerky — Section 6 · Notice to Third Parties | · |
| Non-solicitation of employees/contractorsRestricts soliciting the company's employees, consultants, or independent contractors (typically including a post-termination period). | ✓“To the extent permitted by applicable law, I agree that during my employment and for the one year period after the date my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by Company, I will not, as an officer, director, employee, consultant, owner, partner, or in any other capacity, either directly or through others (except on behalf of Company) solicit, induce, encourage any person known to me to be an employee, consultant, or independent contractor of Company to terminate his, her or its relationship with Company. 6.”Cooley GO (CA) — Section 5 · No Solicitation of Employees, Consultants or Contractors | ✓“During the Relationship[, and for a period of twelve (12) months immediately following the termination of the Relationship for any reason (the “Restriction Period”)][^7], whether with or without cause, I shall not, directly or indirectly, solicit any of the Company Group’s employees or independent contractors with whom I have worked or otherwise had contact during the Relationship or with respect to whom I have Confidential Information to terminate their relationship with the Company Group, either for myself or for any other person or entity. 33.”Orrick (US) — Section 32 · Employees and Independent Contractors | ✓“During employment and for twelve (12) months after employment ends, Employee will not actively recruit any employee, consultant, or independent contractor of Company to leave or end their relationship with Company. This section does not restrict (a) protected or concerted activity under applicable labor law, (b) giving a personal reference, (c) responding to someone who approaches Employee first without being recruited, or (d) general advertising or hiring that is not targeted at Company personnel.”OpenAgreements — No Solicitation of Company Personnel | ✓“I agree that during the term of the Relationship, and for a period of twelve (12) months immediately following the termination of the Relationship for any reason, whether with or without cause, I shall not, directly or indirectly, solicit any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit employees or consultants of the Company, either for myself or for any other person or entity. 2) Other Parties.”Clerky — Section 7(a) · Employees, Consultants | · |
| At-will employment acknowledgmentAcknowledges the at-will nature of the employment relationship and that the agreement is not a contract of employment for any term. | ✓“I understand and agree that nothing in this Agreement will change my at-will employment status or confer any right with respect to continuation of employment by Company, nor will it interfere in any way with my right or Company’s right to terminate my employment at any time, with or without cause or advance notice. 6.”Cooley GO (CA) — Section 12.5 · Employment At-Will | ✓“I acknowledge that my employment is at-will and this Agreement in itself is not a contract of employment for any particular time period and shall not be construed as a commitment by the Company or me to continue an employment relationship for any particular time period. 42.”Orrick (US) — Section 41 · At-Will Relationship | ✓“This agreement does not create a contract of employment for any fixed period and does not change the at-will nature of Employee's employment. Either Employee or Company may end the employment at any time, with or without cause or notice, subject to applicable law. Sections addressing assignment, confidentiality, return of materials, and assistance survive termination to the extent needed to enforce rights that arose during employment.”OpenAgreements — At-Will Employment | ✓“I understand and acknowledge that, except as may be otherwise explicitly provided in a separate written agreement between the Company and me, my Relationship with the Company is and shall continue to be at-will, as defined under applicable law, meaning that either I or the Company may terminate the Relationship at any time for any reason or no reason, without further obligation or liability, other than those provisions of this Agreement that explicitly continue in effect after the termination of the Relationship. 9.”Clerky — Section 8 · At-Will Relationship | · |
| Duty of loyalty / non-compete during employmentBars the employee from competing or engaging in conflicting business activity WHILE employed (duty of loyalty / no-moonlighting-in-competition). | ✓“During my employment by Company, I will not, without Company’s written consent, directly or indirectly engage in any employment or business activity that is directly or indirectly competitive with, or would otherwise conflict with, my employment by Company. 5.”Cooley GO (CA) — Section 4 · Duty of Loyalty During Employment | ✓“I acknowledge and agree that I have a duty of loyalty to the Company during the course of the Relationship. Without limiting the generality of the foregoing, to the fullest extent permitted under applicable laws, while I render services to the Company, I will not engage in, launch, or encourage others to launch any other company, venture, employment, consulting project or other business activity (whether on a full- or part-time basis) that would create a conflict of interest with the Company Group or that would, directly or indirectly, constitute my engagement in or participation in any…”Orrick (US) — Section 38 · No Conflicts | ✓“While performing services for Company, Employee will not, without Company's written consent, engage in any business or activity that competes with Company or that materially conflicts with Employee's duties to Company. This section does not restrict (a) passive investments, (b) lawful conduct during off-duty hours away from Company premises (including conduct protected under laws such as California Labor Code Section 96(k)), (c) protected or concerted activity under applicable law, or (d) good-faith preparation to take a future job or start a business, so long as Employee does not misuse…”OpenAgreements — Duty of Loyalty During Employment | · | · |
| Non-solicitation / non-interference with customersRestricts soliciting or interfering with the company's customers (typically during employment). | · | ✓“During the Relationship, I will not solicit or influence or attempt to influence any actual or potential customer, either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company Group. 34.”Orrick (US) — Section 33 · Other Parties | · | ✓“I agree that during the term of the Relationship, I will not negatively influence any of the Company’s clients, licensors, licensees or customers from purchasing Company products or services or solicit or influence or attempt to influence any client, licensor, licensee, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. 8.”Clerky — Section 7(b) · Other Parties | · |
| Worker protections | |||||
| Advice-of-counsel acknowledgment (signed)Employee gives a signed acknowledgment that they had the opportunity to consult independent counsel, typically paired with a no-contra-proferentem ("not construed against the drafter") clause. A mere invitation to seek counsel, without a signed acknowledgment, does NOT satisfy this. | ✓“I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE SO SOUGHT THE ADVICE OF SUCH COUNSEL OR VOLUNTARILY CHOSEN NOT TO. I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.”Cooley GO (CA) — Section 12.9 · Advice of Counsel | ✓“I acknowledge that, in executing this agreement, I have had the opportunity to seek the advice of independent legal counsel, and I have read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation hereof. 50.”Orrick (US) — Section 49 · Advice of Counsel | ✓“By signing this agreement, Employee acknowledges that Employee has had the opportunity to read this agreement and to seek independent legal advice before signing, and has either done so or chosen not to. Because both parties have had that opportunity, this agreement will not be construed for or against either party as the drafter. In consideration of Employee's employment or continued employment by Company, each party acknowledges and agrees to the assignment and confidentiality obligations above.”OpenAgreements — Advice of Counsel and Construction | ✓“I acknowledge THAT, IN EXECUTING THIS AGREEMENT, I Have HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I Have read and understood ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF. 8) Counterparts.”Clerky — Section 11(g) · Advice of Counsel | · |
| Protected-activity / whistleblower carve-out (beyond DTSA)Preserves the right to report to government agencies, discuss unlawful workplace conduct, or engage in NLRA-protected/concerted activity, beyond the bare DTSA immunity notice. | ✓“Company further agrees that this Agreement does not limit my right to discuss my employment or discuss or disclose information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that I have reason to believe is unlawful, report possible violations of law or regulation, communicate with, cooperate with, or file a complaint with any federal, state or local government agency or entity, or to discuss the terms and conditions of my employment with others or engage in other concerted activity to the extent expressly permitted by Section 7 of the National…”Cooley GO (CA) — Section 1.2 · Confidential Information | ✓“Without limiting the generality of the foregoing, nothing herein prohibits or restricts me from engaging in activities protected under applicable law including communicating with, filing a charge or complaint with, providing documents or information without notice to the Company Group voluntarily or in response to a lawfully-served subpoena or other information request to, or otherwise participating in any investigation or proceeding that may be conducted by, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the…”Orrick (US) — Section 7 · Permitted Disclosures | ✓“Nothing in this agreement restricts Employee from reporting possible violations of law to a government agency or attorney, making disclosures protected by whistleblower laws, or discussing wages, hours, or working conditions as protected by law. Employee does not need Company's prior approval to make those disclosures or to notify Company that they were made. Pursuant to the Defend Trade Secrets Act (18 U.S.C. § 1833(b)), Employee will not be held criminally or civilly liable under federal or state trade secret law for disclosing a trade secret in confidence to a government official or…”OpenAgreements — Protected Disclosures and Protected Activity | · | · |
| General terms & boilerplate | |||||
| Severability / reformationProvides that invalid terms are severed (and, where present, that overbroad restrictions are reformed) and the remainder survives. | ✓“If any portion of this Agreement is, for any reason, held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect the other provisions of this Agreement, and this Agreement will be construed as if such provision had never been contained in this Agreement. If any portion of this Agreement is, for any reason, held to be excessively broad as to duration, geographical scope, activity or subject, it will be construed by limiting and reducing it, so as to be enforceable to the extent allowed by the then applicable law. 3.”Cooley GO (CA) — Section 12.2 · Severability | ✓“If one or more of the provisions in this Agreement are deemed void or unenforceable to any extent in any context, such provisions shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts, and the validity and force of the remainder of this Agreement shall not be affected. The Company and I have attempted to limit my right to use, maintain and disclose the Company Group’s Confidential Information, and to limit my restrictions only to the extent necessary to protect the Company Group from unfair competition.”Orrick (US) — Section 47 · Severability | ✓“If any provision of this agreement is unenforceable, the rest of the agreement remains effective to the fullest extent permitted by law. Employee may not assign this agreement.”OpenAgreements — Severability | ✓“If one or more of the provisions in this Agreement are deemed void or unenforceable to any extent in any context, such provisions shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts, and the validity and force of the remainder of this Agreement shall not be affected. The Company and I have attempted to limit my right to use, maintain and disclose the Company’s Confidential Information, and to limit my right to solicit employees and customers only to the extent necessary to protect the Company from unfair competition.”Clerky — Section 11(e) · Severability | ✓“If any terms of this Agreement are found invalid or unenforceable by any court, agency, or arbiter with jurisdiction over this Agreement, the remaining terms will survive with full effect.”GitHub Balanced — Section 8 · Survivorship |
| Governing-law clauseSpecifies the governing law (and often venue/jurisdiction) for the agreement. | ✓“This Agreement will be governed by and construed according to the laws of the State of California without regard to any conflict of laws principles that would require the application of the laws of a different jurisdiction. I expressly consent to the personal jurisdiction and venue of the state and federal courts located in California for any lawsuit filed there against me by Company arising from or related to this Agreement.”Cooley GO (CA) — Section 12.1 · Governing Law; Consent to Personal Jurisdiction; Notice of Change to Work Location or Residence | ✓“The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state in which I am employed by the Company, or, if I am a remote employee, reside, without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. 44.”Orrick (US) — Section 43 · Governing Law | ✓“This agreement is governed by the law listed in Cover Terms, and disputes will be resolved in the venue listed in Cover Terms, subject to non-waivable rights under applicable law. By signing this agreement, Employee acknowledges that Employee has had the opportunity to read this agreement and to seek independent legal advice before signing, and has either done so or chosen not to.”OpenAgreements — Governing Law and Venue | ✓“The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the Governing Law Jurisdiction for CIIAA, without giving effect to the principles of conflict of laws. 2) Entire Agreement.”Clerky — Section 11(a) · Governing Law | · |
| AI-tool use restrictionRestricts or governs the employee's use of AI/generative tools in connection with company work or confidential information. | · | ✓“I may use artificial intelligence software, applications, technologies or platforms (including, without limitation, any of the foregoing that leverage machine learning, generative artificial intelligence, predictive artificial intelligence, and other applied statistics) and similar tools capable of automatically producing various types of content (such as source code, text, images, audio, video, and data) and outputs thereof in connection with the Relationship, including without limitation in the development of Company IP, only in accordance with the Company’s then-current policies and…”Orrick (US) — Section 36 · AI Technology | ✓“Employee will use artificial intelligence or generative tools in connection with Company work or Confidential Information only in accordance with Company's then-current AI-use policies, or as Company otherwise authorizes in writing. Nothing in this agreement restricts Employee from reporting possible violations of law to a government agency or attorney, making disclosures protected by whistleblower laws, or discussing wages, hours, or working conditions as protected by law.”OpenAgreements — Use of AI Tools | · | · |
| Export-control complianceObligates the employee not to export/re-export U.S. technical data in violation of export laws. | ✓“I agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company or any products utilizing such data, in violation of the United States export laws or regulations. 8.”Cooley GO (CA) — Section 12.7 · Export | · | · | · | · |
| Copyleft / open-source incorporation restrictionBars incorporating GPL/LGPL/AGPL/"copyleft"-licensed code into company products except per company policy. | ✓“I agree not to incorporate into any Inventions, including any Company software, or otherwise deliver to Company, any software code licensed under the GNU General Public License, Lesser General Public License, Affero General Public License, “copyleft” license or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Company, except in strict compliance with Company’s policies regarding the use of such software or as directed by Company. 3.”Cooley GO (CA) — Section 2.9 · Incorporation of Software Code | · | · | · | · |
| Arbitration / dispute-resolution clauseContains a binding arbitration agreement and/or jury-trial waiver governing disputes (as captured in the filed/standalone document). | · | · | · | · | · |