Employee Invention Disclosure Agreement An agreement requiring employees to disclose inventions to their employer and clarify ownership and intellectual property rights.
This Employee Invention Disclosure Agreement ("Agreement") is entered into by and between the undersigned Employee ("Employee") and Jennifer Roberts ("Employer") to identify and clarify the disclosure, ownership, and confidentiality requirements with respect to any inventions created, developed or conceived by the Employee during their employment with the Employer. This Agreement is governed by and compliant with United States laws.
An "Invention" shall mean any discovery, invention, innovation, improvement, development, idea, or other intellectual property resulting from the Employee's work, whether or not patentable or registrable, during the term of their employment with the Employer.
3.1. Employee Obligations
Employee shall promptly and fully disclose in writing to the Employer any Inventions created, developed or conceived by the Employee during the term of their employment, whether or not related to the Employee's job duties or the Employer's business activities. Such disclosure shall include a detailed description of the Invention, its potential uses and applications, and any additional information reasonably requested by the Employer.
3.2. Timing of Disclosure
Employee shall disclose an Invention to the Employer within thirty (30) days of its creation, development or conception. Failure to make such a disclosure within this time period may result in the forfeiture of any rights or claims relating to ownership or compensation for the Invention.
4.1. Assignment of Rights
Employee hereby assigns to the Employer all right, title and interest, including, without limitation, all patent rights, copyrights, trademarks, trade secret and other proprietary rights worldwide, in and to any and all Inventions created, developed or conceived by the Employee during the term of their employment, whether or not related to the Employee's job duties or the Employer's business activities.
Employee shall assist the Employer, at the Employer's expense, in securing and maintaining legal protection for the assigned Inventions and in enforcing the Employer's rights in the assigned Inventions, including, without limitation, executing any and all documents, declarations, assignments or other instruments necessary or desirable for such purposes.
4.3. Ownership Exceptions
Notwithstanding the foregoing assignment, Employee shall retain ownership of any Inventions that were created, developed or conceived by the Employee outside the scope of their employment, unrelated to the Employer's business activities and without use of the Employer's facilities, equipment, materials or confidential information, provided that the Employee promptly and fully discloses such Inventions to the Employer in accordance with the disclosure requirements set forth herein and the Employer determines, in its sole discretion, that such Inventions are exempt from this Agreement.
5.1. Confidentiality Obligations
Employee agrees to maintain in confidence and not disclose to any third party, directly or indirectly, any confidential information of the Employer or any Inventions covered by this Agreement, except as authorized in writing by the Employer. Employee shall take all reasonable precautions to prevent unauthorized access, disclosure or use of confidential information, including, without limitation, securing any documents, materials or electronic files containing such information and ensuring that only personnel with a legitimate need to know have access to such information.
5.2. Duration of Obligations
Employee's confidentiality obligations under this Agreement shall survive the termination of their employment with the Employer and continue until such time as the confidential information becomes publicly known through no fault of the Employee or the Inventions are no longer protected by applicable law.
6.1. Governing Law
This Agreement shall be construed, interpreted and enforced in accordance with the laws of the United States of America.
6.2. Dispute Resolution
Any dispute or claim arising out of or in connection with this Agreement or its subject matter shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration proceedings shall take place in a location mutually agreed upon by both parties, and the award rendered by the arbitrator(s) shall be final and binding upon both parties. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.
7.2. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous understandings, agreements, representations or warranties, whether oral or written, relating to such subject matter. This Agreement may only be amended or modified by a written instrument signed by both parties.
The failure of either party to enforce any term, provision or condition of this Agreement shall not be construed as a waiver of the right to enforce such terms, provisions or conditions at any later time.
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