Employee Confidentiality and Invention Assignment Agreement
This Agreement is made as of Date signed — Company between [Company legal name] (the “Company”) and [Employee name] (the “Employee”), in consideration of the Employee's employment and the compensation paid for it.
1. Confidential information
“Confidential Information” means non-public information about the Company's business, products, technology, customers, finances, plans and personnel, including information the Company holds in confidence for others. The Employee will use it only to do their job, will not disclose it without authorization, and will protect it during employment and afterwards for as long as it remains confidential.
2. Protected disclosures
Nothing here prevents the Employee from reporting possible violations of law to a government agency, from discussing wages or working conditions, or from making other disclosures protected by law. Under the federal Defend Trade Secrets Act, an individual is not liable for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a sealed court filing.
3. Inventions assigned
“Inventions” means discoveries, designs, software, works of authorship, improvements and ideas, whether or not patentable. The Employee assigns to the Company all Inventions they create, alone or with others, during employment that relate to the Company's business or research, result from work for the Company, or use the Company's equipment, facilities or Confidential Information. The Employee will promptly disclose each such Invention to the Company.
4. Excluded inventions
This assignment does not apply to an Invention the Employee develops entirely on their own time, without the Company's equipment, supplies, facilities or Confidential Information, that does not relate to the Company's business or anticipated research and does not result from work done for the Company, to the extent state law (such as California Labor Code section 2870 and similar statutes) protects it.
5. Prior inventions
The Employee lists below any Inventions they made before employment that they own and want excluded from this Agreement. If none are listed, the Employee represents there are none. If the Employee incorporates a prior Invention into Company work, the Company receives a non-exclusive, perpetual, royalty-free license to use it.
Prior inventions: [list titles and brief descriptions, or write “None”].
6. Further assurances
During and after employment, the Employee will sign documents and take reasonable steps the Company requests, at the Company's expense, to secure its rights in assigned Inventions.
7. Return of materials
When employment ends, the Employee will return all Company property and Confidential Information and will not keep copies, except their own compensation and benefit records.
8. General
This Agreement does not change the at-will nature of employment. It is governed by the laws of the State of [State], survives the end of employment, and may be changed only in writing signed by both parties. If any part is unenforceable, the rest remains in effect.
Signatures
Company
Signature: Signature — Company
Name: Full name — Company
Date: Date signed — Company
Employee
Signature: Signature — Employee
Name: Full name — Employee
Date: Date signed — Employee