# Employee IP and Inventions Assignment Agreement

## Cover Terms

The key business terms of this assignment agreement are as follows.

| Kind | Label | Value | Show When |
| --- | --- | --- | --- |
| row | Company | {company_name} | always |
| row | Employee | {employee_name} | always |
| row | Effective Date | {effective_date} | always |
| row | Prior Inventions Disclosure | {prior_inventions_disclosure} | always |
| row | Excluded Inventions Statement | {excluded_inventions_statement} | always |
| row | Confidential Information Definition | {confidential_information_definition} | always |
| row | Return of Materials Timing | {return_of_materials_timing} | always |
| row | Post-Termination Assistance | {post_termination_assistance} | always |
| row | Governing Law | {governing_law} | always |
| row | Venue | {venue} | always |

<!-- oa:section type=standard_terms -->
## Standard Terms

<!-- oa:clause id=defined-terms type=definitions -->
### Defined Terms

[[Covered Inventions]] means inventions, software, works of authorship, discoveries, designs, data models, and related intellectual property created during employment that arise from Company work, use Company resources, or relate to Company business or actual or demonstrably anticipated research or development.

[[Confidential Information]] means non-public information that Employee learns, accesses, or develops during employment, including business strategies, customer and prospect data, trade secrets, source code, algorithms, security credentials, technical and product information, financial information, personnel information, and any additional information described in Cover Terms under Confidential Information Definition. Confidential Information does not include information that (a) was publicly known when Employee learned it, (b) becomes publicly known through no fault of Employee, (c) was lawfully known to Employee before employment without confidentiality restriction, (d) Employee rightfully receives from a third party without confidentiality restriction, or (e) Employee independently develops outside the scope of employment without using Confidential Information or Company equipment, supplies, facilities, or other resources.

<!-- oa:clause id=assignment-of-inventions -->
### Assignment of Inventions

Employee hereby assigns and agrees to assign to Company all right, title, and interest in Covered Inventions, to the extent permitted by law.

<!-- oa:clause id=work-made-for-hire-and-further-assurances -->
### Work Made for Hire and Further Assurances

To the extent legally permitted, copyrightable works prepared within the scope of employment are works made for hire for Company. If any rights do not automatically vest in Company, Employee hereby assigns those rights and will sign additional documents reasonably requested to confirm ownership and record assignments.

<!-- oa:clause id=disclosure-and-documentation -->
### Disclosure and Documentation

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.

<!-- oa:clause id=prior-and-excluded-inventions -->
### Prior and Excluded Inventions

The Prior Inventions and Excluded Inventions identified in Cover Terms remain carved out. This agreement does not apply to an invention that Employee develops entirely on Employee's own time without using Company equipment, supplies, facilities, or trade secret information, except to the extent applicable law permits assignment because the invention relates to Company business or actual or demonstrably anticipated research or development, or results from work performed for Company. Employee represents that the Prior Inventions disclosure in Cover Terms is complete to Employee's knowledge as of the Effective Date.

<!-- oa:clause id=confidential-information-and-trade-secrets -->
### Confidential Information and Trade Secrets

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.

<!-- oa:clause id=protected-disclosures-and-protected-activity -->
### Protected Disclosures and Protected Activity

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 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.

<!-- oa:clause id=no-conflicting-obligations -->
### No Conflicting Obligations

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.

<!-- oa:clause id=records-cooperation-and-post-termination-assistance -->
### Records, Cooperation, and Post-Termination Assistance

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.

<!-- oa:clause id=return-and-deletion-of-materials -->
### Return and Deletion of Materials

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.

<!-- oa:clause id=survival-and-limited-scope -->
### Survival and Limited Scope

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.

<!-- oa:clause id=severability -->
### Severability

If any provision of this agreement is unenforceable, the rest of the agreement remains effective to the fullest extent permitted by law.

<!-- oa:clause id=successors-and-assigns -->
### Successors and Assigns

Employee may not assign this agreement. Company may assign it to an affiliate, successor, or acquirer of all or substantially all of Company's business or assets. This agreement binds and benefits the parties and their permitted successors and assigns.

<!-- oa:clause id=governing-law-and-venue -->
### Governing Law and Venue

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.

<!-- oa:section type=signature -->
## Signatures

<!-- oa:signature-mode arrangement=entity-plus-individual -->

In consideration of Employee's employment or continued employment by Company, each party acknowledges and agrees to the assignment and confidentiality obligations above.

<!-- oa:signer id=company kind=entity capacity=through_representative label="Company" -->
**Company**

Signature: _______________
Print Name: {company_name}
Title: _______________
Date: _______________

<!-- oa:signer id=employee kind=individual capacity=personal label="Employee" -->
**Employee**

Signature: _______________
Print Name: {employee_name}
Date: _______________