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Employee Confidentiality And Intellectual Property Agreement Template for United States

This agreement is a legally binding contract used in the United States to protect an employer's confidential information and intellectual property rights in relation to their employees. It establishes the employee's obligations regarding confidentiality, defines ownership of intellectual property created during employment, and outlines the handling of trade secrets and proprietary information. The agreement complies with federal legislation including the Defend Trade Secrets Act and various state-specific requirements regarding intellectual property rights and trade secret protection.

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What is a Employee Confidentiality And Intellectual Property Agreement?

The Employee Confidentiality And Intellectual Property Agreement is a crucial document for businesses operating in the United States that need to protect their proprietary information and innovations. It should be implemented at the start of employment or when an employee gains access to sensitive information. The agreement covers confidentiality obligations, intellectual property assignments, and the protection of trade secrets, while ensuring compliance with both federal and state-specific regulations. It's particularly important for companies involved in innovation, research, or dealing with proprietary information.

What sections should be included in a Employee Confidentiality And Intellectual Property Agreement?

1. Parties: Identification of the employer and employee, including their legal names and addresses

2. Background: Context of employment relationship and purpose of the agreement

3. Definitions: Key terms including Confidential Information, Intellectual Property, Work Product, and other relevant definitions

4. Confidentiality Obligations: Employee's duties regarding confidential information, including protection, non-disclosure, and permitted uses

5. Intellectual Property Rights: Assignment of IP created during employment, including inventions, works, designs, and improvements

6. Work Product Ownership: Provisions regarding ownership of work created during employment and work-for-hire arrangements

7. Return of Materials: Obligation to return company property and confidential information upon termination

8. Term and Survival: Duration of agreement and provisions that survive employment termination

9. General Provisions: Standard clauses including governing law, severability, and entire agreement

What sections are optional to include in a Employee Confidentiality And Intellectual Property Agreement?

1. Non-Competition: Restrictions on competitive activities, only included where state law permits non-compete provisions

2. Conflict of Interest: Provisions regarding outside activities and business interests, typically for senior employees

3. Whistleblower Provisions: Protected disclosures under federal law, required for federal contractors

4. Non-Solicitation: Restrictions on soliciting employees or customers, included where business interests require protection

5. Use of Personal Devices: Provisions regarding use of personal devices for work purposes and associated data protection

What schedules should be included in a Employee Confidentiality And Intellectual Property Agreement?

1. Schedule A - Prior Inventions: List of employee's pre-existing intellectual property excluded from assignment

2. Schedule B - Excluded Inventions: Inventions excluded from assignment under state law (e.g., California Labor Code �� 2870)

3. Schedule C - Third Party Agreements: List of employee's existing obligations to other parties that might affect their obligations under this agreement

4. Schedule D - Acknowledgment Form: Form for employee to acknowledge receipt and understanding of the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

United States

Publisher

Ƶ

Cost

Free to use

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