[{"data":1,"prerenderedAt":528},["ShallowReactive",2],{"document-assignment-of-pre-employment-works-D529":3},{"document":4,"label":26,"preview":11,"thumb":27,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":28,"breadcrumb":32,"related":38,"customDescModule":177,"customdescription":6,"mdFm":178,"mdProseHtml":527},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":25},"ASSIGNMENT OF PRE-EMPLOYMENT WORKS This Assignment of Pre-Employment Works (the \"Agreement\") is made and effective this [Date], BETWEEN: [ASSIGNOR NAME] (the \"Assignor\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] TERMS Assignor, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, do hereby grants, transfers, conveys and assigns to Company, its successors and assigns, all right, title, and interest in and to all work and materials relating to [IDENTIFY] identified as \"[Name/Description of work]\", including the copyright, patent, trade secret rights, and all other right, title, and interest therein, and consisting of all existing source code, object code, documentation, flow charts, design documents, and record and file layouts relating thereto, and all trademarks, service marks, logos and trade dress associated therewith, if any, (collectively the \"Works\")",null,"Assignment of Pre-Employment 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Policy","/template/outside-employment-policy-D13429","https://templates.business-in-a-box.com/imgs/250px/13429.png",{"label":60,"url":61,"thumb":62,"extension":10},"Creating A Workplace Culture That Works Guide","/template/creating-a-workplace-culture-that-works-guide-D13095","https://templates.business-in-a-box.com/imgs/250px/13095.png",{"label":64,"url":65,"thumb":66,"extension":10},"Worksheet Creating A Workplace Culture That Works","/template/worksheet-creating-a-workplace-culture-that-works-D13147","https://templates.business-in-a-box.com/imgs/250px/13147.png",{"label":68,"url":69,"thumb":70,"extension":10},"Employment Agreement","/template/employment-agreement-D12539","https://templates.business-in-a-box.com/imgs/250px/12539.png",{"label":72,"url":73,"thumb":74,"extension":10},"Post-Employment Reference Policy","/template/post-employment-reference-policy-D726","https://templates.business-in-a-box.com/imgs/250px/726.png",{"label":76,"url":77,"thumb":78,"extension":10},"Assignment","/template/assignment-D942","https://templates.business-in-a-box.com/imgs/250px/942.png",{"label":80,"url":81,"thumb":82,"extension":10},"Checklist Pre-Layoff","/template/checklist-pre-layoff-D505","https://templates.business-in-a-box.com/imgs/250px/505.png",{"label":84,"url":85,"thumb":86,"extension":10},"Pre-Incorporation Agreement","/template/pre-incorporation-agreement-D1013","https://templates.business-in-a-box.com/imgs/250px/1013.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":96,"keywords":102,"url":103},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment","7",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[97,99],{"label":23,"url":98},"business-legal-agreements",{"label":100,"url":101},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":105,"descriptionCustom":6,"label":106,"pages":90,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":113,"keywords":112,"url":119},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee",513,"https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":112,"description":6},"employment agreement_at will employee",[114,116,118],{"label":17,"url":115},"human-resources",{"label":20,"url":117},"hire-employee",{"label":23,"url":98},"/template/employment-agreement_at-will-employee-D541",{"description":121,"descriptionCustom":6,"label":122,"pages":123,"size":107,"extension":10,"preview":124,"thumb":125,"svgFrame":126,"seoMetadata":127,"parents":129,"keywords":128,"url":134},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":128,"description":6},"non disclosure agreement nda",[130,131],{"label":23,"url":98},{"label":132,"url":133},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":136,"descriptionCustom":6,"label":137,"pages":138,"size":139,"extension":10,"preview":140,"thumb":141,"svgFrame":142,"seoMetadata":143,"parents":144,"keywords":148,"url":149},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[145],{"label":146,"url":147},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":151,"descriptionCustom":6,"label":152,"pages":153,"size":154,"extension":10,"preview":155,"thumb":156,"svgFrame":157,"seoMetadata":158,"parents":159,"keywords":163,"url":164},"EMPLOYMENT AGREEMENT FOR AN EXECUTIVE This Employment Agreement for an Executive (the \"Agreement\") is made and effective this [Date], BETWEEN: [EXECUTIVE NAME] (the \"Executive\"), an individual with his main address at: AND: [COMPANY NAME] (the \"Company\"), an entity organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: Recitals In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Company hereby employs the Executive and the Executive hereby agrees to perform services as an Executive of the Company, upon the following terms and conditions: TERM The Company hereby employs Executive to serve as [position] and to serve in such additional or different position or positions as the Company may determine in its sole discretion. The term of employment shall be for a period of [NUMBER] years (\"Employment Period\") to commence on [DATE], unless earlier terminated as set forth herein. The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of: The effective date of any subsequent employment agreement between the Company and the Executive; The effective date of any termination of employment as provided elsewhere herein; or [NUMBER] year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew for successive periods of [NUMBER] years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which written notice must be received by the other party no less than [NUMBER] days and no more than [NUMBER] days prior to the expiration of the applicable term. Duties and Responsibilities Executive will be reporting to [IDENTIFY]. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by [identify what person or body may assign additional responsibilities]. Location The initial principal location at which Executive shall perform services for the Company shall be [location]. Acceptance of Employment Executive accepts employment with the Company upon the terms set forth above and agrees to devote all Executive's time, energy and ability to the interests of the Company, and to perform Executive's duties in an efficient, trustworthy and business-like manner. Devotion of Time to Employment The Executive shall devote the Executive's best efforts and substantially all of the Executive's working time to performing the duties on behalf of the Company. The Executive shall provide services during the normal business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted to personal or outside business, charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder. QUALIFICATIONS The Executive shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably and in good faith established by the Board of Directors. Compensation Base Salary Executive shall be paid a base salary (\"Base Salary\") at the annual rate of [salary], payable in bi-weekly installments consistent with Company's payroll practices. The annual Base Salary shall be reviewed on or before [DATE] of each year, unless Executive's employment hereunder shall have been terminated earlier pursuant to this Agreement, starting on [agreed upon date] by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. Payment Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices. Bonus From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. Executive shall also be entitled to a bonus determined as follows: [DESCRIBE] Benefits The Company shall provide Executive with such benefits as are provided to other senior management Of the Company. Benefits shall include at a minimum (i) paid vacation of [NUMBER] days per year, at such times as approved by the Board of Directors, (ii) health insurance coverage under the same terms as offered to other Executives of the Company, (iii) retirement and profit sharing programs as offered to other Executives of the Company, (iv) paid holidays as per the Company's policies, and (v) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Executive shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the Company's policies and procedures therefore, and only for such items that are a necessary and integral part of the Executive's job functions. NonDeductible Compensation In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or Executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities. Withholding All sums payable to Executive under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. Other Employment Benefits Business Expenses Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement. Benefit Plans Executive shall be entitled to participate in the Company's medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its Executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any Executive benefit plan or program from time to time. Vacation Executive shall be entitled to [agreed upon number of time] weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive's vacation does not interfere with the Company's normal business operations.","Employment Agreement Executive","12",97,"https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_executive-D543.png","https://templates.business-in-a-box.com/imgs/250px/543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#543.xml",{"title":6,"description":6},[160,161,162],{"label":17,"url":115},{"label":20,"url":117},{"label":23,"url":98},"employment agreement executive","/template/employment-agreement-executive-D543",{"description":166,"descriptionCustom":6,"label":167,"pages":8,"size":107,"extension":10,"preview":168,"thumb":169,"svgFrame":170,"seoMetadata":171,"parents":173,"keywords":172,"url":176},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: JOB OFFER FOR [DESCRIBE] Dear [CANDIDATE NAME]: Congratulations! [Company name] is excited to offer you the position of [job title] with an expected start date of [day, month, year] at a starting salary of [dollar amount] per [hour, year, etc.]. You can expect to receive payment [weekly, biweekly, monthly, etc.], starting on [date of first pay period]. We must wrap up a few more formalities, including the successful completion of your [background check, drug screening, reference check, etc.]. As the [job title], you will report to [manager/supervisor name and title] at [workplace location] from [hours of day, days of week]","Job Offer Letter Long","https://templates.business-in-a-box.com/imgs/1000px/job-offer-letter-long-D12769.png","https://templates.business-in-a-box.com/imgs/250px/12769.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12769.xml",{"title":172,"description":6},"job offer letter long",[174,175],{"label":17,"url":115},{"label":20,"url":117},"/template/job-offer-letter-long-D12769",false,{"seo":179,"reviewer":192,"legal_disclaimer":196,"quick_facts":197,"at_a_glance":199,"personas":203,"variants":227,"glossary":256,"clauses":290,"how_to_fill":340,"common_mistakes":381,"faqs":406,"industries":434,"comparisons":459,"diy_vs_lawyer":471,"jurisdictions":484,"related_template_ids_curated":505,"schema":514,"classification":515},{"meta_title":180,"meta_description":181,"primary_keyword":182,"secondary_keywords":183},"Assignment Of Pre-Employment Works Template | BIB","Free assignment of pre-employment works template. Transfer IP created before hire to your company. Download in Word, edit online, or export as PDF.","assignment of pre-employment works template",[184,185,186,187,188,189,190,191],"pre-employment ip assignment","assignment of prior inventions template","pre-hire intellectual property assignment","prior works assignment agreement","employee ip assignment template","pre-employment works assignment word","intellectual property assignment agreement template","prior inventions disclosure agreement",{"name":193,"credential":194,"reviewed_date":195},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":198,"legal_review_recommended":196,"signature_required":196,"notarization_required":177},"advanced",{"what_it_is":200,"when_you_need_it":201,"whats_inside":202},"An Assignment of Pre-Employment Works is a legally binding agreement through which a new employee transfers ownership of specific intellectual property — inventions, software, designs, or creative works — created before their hire date to the employer. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF, covering prior work identification, scope of assignment, retained rights, and warranties.\n","Use it when onboarding a new hire whose prior inventions, code, designs, or other IP will be used in, or are relevant to, the company's products or operations. It is also appropriate when a founder assigns pre-company IP to a newly incorporated entity before bringing on investors or co-founders.\n","Identification of the parties and the specific prior works being assigned, a clear grant of assignment transferring all rights to the employer, representations and warranties from the assignor, a retained-rights carve-out for excluded works, consideration for the transfer, and governing law.\n",[204,208,212,216,219,223],{"title":205,"use_case":206,"icon_asset_id":207},"Startup founders","Assigning pre-incorporation IP to the newly formed company entity","persona-startup-founder",{"title":209,"use_case":210,"icon_asset_id":211},"HR managers","Collecting pre-employment IP disclosures and assignments at onboarding","persona-hr-manager",{"title":213,"use_case":214,"icon_asset_id":215},"Legal counsel and paralegals","Standardizing IP transfer agreements across all new-hire onboarding packets","persona-legal-counsel",{"title":217,"use_case":218,"icon_asset_id":207},"Technology startups and SaaS companies","Securing ownership of code or algorithms an engineer wrote before joining",{"title":220,"use_case":221,"icon_asset_id":222},"Investors and VCs","Requiring clean IP assignment before closing a seed or Series A round","persona-investor",{"title":224,"use_case":225,"icon_asset_id":226},"Small business owners","Capturing rights to a freelancer-turned-employee's prior relevant work","persona-small-business-owner",[228,232,236,240,244,248,252],{"situation":229,"recommended_template":230,"slug":231},"Assigning IP created during employment going forward","Intellectual Property Assignment Agreement","intellectual-property-assignment-D5229",{"situation":233,"recommended_template":234,"slug":235},"Protecting confidential information alongside IP assignment","Employee Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":237,"recommended_template":238,"slug":239},"Full new-hire IP and confidentiality package in one document","Employment Contract with IP Assignment","employment-agreement_at-will-employee-D541",{"situation":241,"recommended_template":242,"slug":243},"Assigning IP from a contractor before converting them to employee","Independent Contractor IP Assignment","independent-contractor-agreement-D160",{"situation":245,"recommended_template":246,"slug":247},"Transferring IP rights from a founder to a newly formed entity","IP Assignment from Founder to Company","co-founder-agreement-D13317",{"situation":249,"recommended_template":250,"slug":251},"Disclosing but not assigning prior inventions — retaining employee rights","Prior Inventions Disclosure Schedule","schedule-template-D13456",{"situation":253,"recommended_template":254,"slug":255},"Assigning all business IP during an acquisition or merger","Business Asset Purchase Agreement","asset-purchase-agreement-for-a-retail-business-D931",[257,260,263,266,269,272,275,278,281,284,287],{"term":258,"definition":259},"Assignor","The person transferring ownership of the intellectual property — typically the new employee or founder.",{"term":261,"definition":262},"Assignee","The party receiving ownership of the intellectual property — typically the employer or the company entity.",{"term":264,"definition":265},"Pre-Employment Works","Inventions, software, designs, creative works, or other IP that the assignor created before the employment start date.",{"term":267,"definition":268},"Schedule of Prior Works","An attached list identifying each specific work being assigned, including a brief description, creation date, and format.",{"term":270,"definition":271},"Excluded Works","Works the employee explicitly retains ownership of — those that are not related to the company's business and are listed on a retained-rights schedule.",{"term":273,"definition":274},"Consideration","The benefit given in exchange for the assignment — typically the offer of employment itself or a nominal monetary payment — making the contract legally binding.",{"term":276,"definition":277},"Moral Rights","Non-economic rights an author holds in creative works — such as the right to attribution — which in some jurisdictions must be expressly waived in addition to assigning economic rights.",{"term":279,"definition":280},"Chain of Title","The documented sequence of ownership transfers for a piece of IP, proving the current holder has a clear and unencumbered right to it.",{"term":282,"definition":283},"Work Made for Hire","A US copyright doctrine under which certain works created by employees in the scope of employment automatically belong to the employer — pre-employment works fall outside this doctrine.",{"term":285,"definition":286},"Encumbrance","Any third-party claim, license, or lien on the IP being assigned — the assignor typically warrants that the works are free of encumbrances at the time of transfer.",{"term":288,"definition":289},"Warranties","Binding representations made by the assignor — such as confirming they are the sole owner, the works are original, and no third-party rights exist — which survive the assignment.",[291,296,301,306,311,315,320,325,330,335],{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Parties and recitals","Identifies the employer and the employee or founder, states the date of the agreement, and explains the background — that the assignor created certain works before the employment relationship and the parties wish to clarify and transfer ownership.","This Assignment of Pre-Employment Works ('Agreement') is entered into as of [DATE] by and between [COMPANY LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Company'), and [EMPLOYEE FULL NAME] ('Assignor').","Using the employer's trade name instead of its registered legal entity. If the legal name on the agreement doesn't match the company's corporate registration, the assignment may be unenforceable against the entity that actually holds the IP.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Schedule of prior works","An attached exhibit listing each specific work being assigned — with a description, creation date, and format — so there is no ambiguity about what is and is not transferred.","The works listed in Schedule A attached hereto ('Prior Works') were created by Assignor prior to [START DATE] and include: [BRIEF DESCRIPTION OF WORK], created approximately [DATE], in the form of [CODE / DESIGN / MANUSCRIPT / OTHER].","Using vague catch-all language like 'all prior work related to the company's business' without a specific schedule. Courts have voided overbroad assignments where the work could not be identified with reasonable certainty.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Grant of assignment","The operative clause where the assignor formally transfers all rights — copyright, patent, trade secret, and any other IP rights — in the prior works to the company, worldwide and in perpetuity.","Assignor hereby irrevocably assigns to Company all right, title, and interest in and to the Prior Works, including all copyright, patent rights, trade secrets, and other intellectual property rights, worldwide, in perpetuity, for all media now known or hereafter developed.","Omitting the words 'irrevocably' and 'worldwide.' Courts have treated assignments without these qualifiers as potentially revocable licenses, leaving the company's ownership vulnerable to challenge.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Excluded and retained works","Lists any prior works the employee is explicitly keeping — works unrelated to the company's business — so the assignment does not overreach and the employee has certainty about what they retain.","Notwithstanding the foregoing, the parties agree that the works listed in Schedule B ('Excluded Works') are retained by Assignor and are not assigned under this Agreement.","Omitting this clause entirely to keep the agreement 'simple.' Employees who feel their personal projects are at risk may refuse to sign — or sign under protest and challenge the agreement later. A clear carve-out builds trust and improves enforceability.",{"name":273,"plain_english":312,"sample_language":313,"common_mistake":314},"States what the employee receives in exchange for the assignment — usually the offer of employment itself, and sometimes a nominal cash payment — to ensure the agreement is supported by valid legal consideration.","In consideration of the Assignor's employment with the Company commencing [START DATE], and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor agrees to the terms of this Agreement.","Relying solely on 'love and affection' or leaving consideration entirely unstated. Without documented consideration, the assignment may be challenged as a gratuitous transfer, particularly if signed after employment has already begun.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Representations and warranties","The assignor confirms they are the sole owner of the prior works, the works are original, no third-party rights or licenses encumber them, and the works do not infringe any existing IP rights.","Assignor represents and warrants that: (a) Assignor is the sole owner of the Prior Works; (b) the Prior Works are original and do not infringe any third-party rights; (c) no liens, encumbrances, or third-party licenses apply to the Prior Works; and (d) Assignor has full authority to make this assignment.","Skipping warranties entirely to reduce negotiation friction. If the assigned IP later turns out to be co-owned with a prior employer or third party, the company has no contractual recourse against the assignor without warranty language.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Moral rights waiver","Where applicable, the assignor waives any moral rights — such as rights of attribution or integrity — in the assigned works so the company can modify, sublicense, or commercialize them without restriction.","To the extent permitted by applicable law, Assignor hereby irrevocably waives any and all moral rights in the Prior Works, including the right of attribution and the right of integrity, and consents to any modification, adaptation, or use of the Prior Works by Company.","Omitting the moral rights waiver in agreements involving EU, UK, or Canadian employees. Moral rights are inalienable in some of these jurisdictions — the waiver must be explicit and, in some cases, may not be fully effective regardless.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Further assurances and cooperation","Requires the assignor to sign any additional documents, execute patent applications, and cooperate with the company's efforts to register or protect the assigned IP after the agreement is signed.","Assignor agrees to execute any documents and take any further actions reasonably requested by Company to perfect, register, or enforce Company's rights in the Prior Works, including executing patent applications, copyright registrations, or assignment recordals.","No further-assurances clause at all. Without it, an assignor who later becomes hostile can refuse to sign patent applications or copyright registrations, leaving the company unable to formally register the IP.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes will be resolved — typically arbitration or the courts of a named state or country.","This Agreement shall be governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to its conflict-of-laws provisions. Any dispute shall be resolved by [binding arbitration / the courts of [JURISDICTION]].","Choosing a governing law with no connection to where the employee lives or works. Courts in several jurisdictions will apply local IP law regardless of the chosen governing law, particularly when the assignment affects an employee's statutory rights.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Entire agreement and severability","Confirms the agreement is the complete record of the parties' understanding on this subject, and that if any clause is found unenforceable, the remaining clauses survive.","This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions. If any provision is found unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions shall remain in full force.","Omitting severability, especially in jurisdictions where certain IP assignment clauses are statutory exceptions — without it, one void clause could void the entire agreement.",[341,346,351,356,361,366,371,376],{"step":342,"title":343,"description":344,"tip":345},1,"Enter the legal entity names and effective date","Use the company's full registered corporate name and the employee's full legal name as it appears on government-issued ID. Set the effective date to on or before the employee's first day of work.","Check your corporate registry filing for the exact legal name — a trade name on the agreement creates enforceability gaps if the IP is ever litigated.",{"step":347,"title":348,"description":349,"tip":350},2,"Build Schedule A — the prior works list","Work with the incoming employee to identify every relevant prior work: describe each item clearly, include the approximate creation date, and specify its format (source code, design file, manuscript, patent application, etc.).","A vague description like 'software related to data analytics' is legally insufficient. Use the actual project or file name, the programming language, and the version or repository URL where possible.",{"step":352,"title":353,"description":354,"tip":355},3,"Define excluded works in Schedule B","List any works the employee is explicitly retaining — personal projects, side businesses, or IP unrelated to the company's current or reasonably anticipated business activities.","Offering a clear excluded-works list dramatically improves employee willingness to sign. A generous carve-out for truly unrelated projects costs the company nothing and reduces signing friction significantly.",{"step":357,"title":358,"description":359,"tip":360},4,"Confirm the consideration clause is accurate","State the employment offer — including the start date — as the primary consideration. If the agreement is signed by an existing employee (not a new hire), add a separate documented benefit such as a bonus or additional PTO as fresh consideration.","Post-start-date signatures are legally risky in common-law jurisdictions. If you cannot sign before day one, document the fresh consideration in writing before the signing date.",{"step":362,"title":363,"description":364,"tip":365},5,"Review and complete the representations and warranties","Ensure the warranty section covers sole ownership, originality, absence of encumbrances, and no third-party infringement. Ask the employee to disclose any prior-employer IP agreements that might cloud ownership of the listed works.","Request copies of any prior employer's IP assignment or NDA that might cover the works being assigned. A disclosed conflict is far easier to resolve before the agreement is signed than after a dispute arises.",{"step":367,"title":368,"description":369,"tip":370},6,"Include the moral rights waiver if applicable","If your company operates in or employs workers from the EU, UK, or Canada, retain the moral rights waiver clause and confirm with local counsel whether the waiver is enforceable in that jurisdiction.","In France and Germany, moral rights cannot be fully waived — the waiver language still demonstrates intent and limits practical exposure, but local counsel should advise on the residual risk.",{"step":372,"title":373,"description":374,"tip":375},7,"Set the governing law to the employee's work jurisdiction","Use the state, province, or country where the employee will primarily perform their work — not simply where the company is headquartered.","California Labor Code §2870 carves out employee rights to IP developed entirely on personal time with no company resources. Ensure the schedule of prior works and excluded works are drafted with this in mind for California employees.",{"step":377,"title":378,"description":379,"tip":380},8,"Execute before or on the first day of work","Both parties must sign the agreement before the employee's first day. Obtain wet or electronic signatures on both the main agreement and the schedules (Schedules A and B).","Have the employee initial each page of Schedule A to confirm they reviewed and agreed to the specific list — this prevents later claims that the schedule was added after signing.",[382,386,390,394,398,402],{"mistake":383,"why_it_matters":384,"fix":385},"Signing the agreement after the employee's start date","In common-law jurisdictions, an employee who has already started work has given no new consideration for the assignment, potentially voiding the entire transfer — especially for restrictive IP clauses.","Always execute before day one. If circumstances require a post-start signature, provide documented additional consideration — a cash bonus, salary increase, or extra PTO — at the time of signing.",{"mistake":387,"why_it_matters":388,"fix":389},"Using a catch-all description instead of a specific prior works schedule","Courts have voided IP assignments where the transferred works could not be identified with reasonable certainty, leaving the company with no enforceable ownership of the IP it thought it acquired.","Attach a Schedule A listing each work by name, creation date, and format. Have the employee initial the schedule at signing.",{"mistake":391,"why_it_matters":392,"fix":393},"Omitting the excluded-works carve-out","Without a clear Schedule B, employees worry that all their personal projects are being swept up, leading to refusal to sign, delayed onboarding, or a later challenge claiming the assignment was coerced.","Proactively offer a Schedule B for unrelated personal works. A generous carve-out costs nothing and substantially increases the likelihood of clean, uncontested execution.",{"mistake":395,"why_it_matters":396,"fix":397},"Failing to request prior employer IP agreement disclosures","If the works being assigned are also covered by the employee's previous employer's IP assignment, the company may acquire rights it cannot actually use — and face infringement claims from the prior employer.","Include a representation requiring the employee to disclose any prior employer agreements that might encumber the listed works. Review those agreements before finalizing Schedule A.",{"mistake":399,"why_it_matters":400,"fix":401},"Choosing a governing law that doesn't match the employee's work location","Several jurisdictions — California, Germany, and France in particular — apply mandatory local IP law to employment relationships regardless of what the contract states.","Set governing law to the state, province, or country where the employee will actually work. For remote employees in multiple jurisdictions, seek local legal advice for each relevant location.",{"mistake":403,"why_it_matters":404,"fix":405},"No further-assurances clause","Without it, a former employee who becomes hostile can refuse to sign patent applications or copyright registrations, leaving the company unable to formally register IP it contractually owns.","Include a standard further-assurances clause requiring the employee to execute any documents and take any actions reasonably necessary to perfect or register the company's rights.",[407,410,413,416,419,422,425,428,431],{"question":408,"answer":409},"What is an assignment of pre-employment works?","An assignment of pre-employment works is a legally binding agreement through which a new employee or founder transfers ownership of specific intellectual property — code, designs, inventions, or creative works — created before their employment start date to the employer. Without this agreement, IP created before hire remains the property of the employee even if it is directly used in the company's products or operations.\n",{"question":411,"answer":412},"Why can't an employment contract's IP assignment clause cover pre-employment works?","A standard employment IP assignment clause — including work-made-for-hire provisions — covers works created during the employment relationship. Works created before the employment start date fall outside the scope of that clause by definition. A separate pre-employment works assignment, with a specific schedule of the works and consideration for the transfer, is required to transfer ownership of those prior works to the company.\n",{"question":414,"answer":415},"When should this agreement be signed?","It must be signed on or before the employee's first day of work. In common-law jurisdictions — the US, Canada, UK, and Australia — an employee who has already started work has given up nothing new, meaning a post-start signature may lack the consideration necessary to make the assignment enforceable. If you cannot execute before day one, provide documented additional consideration such as a bonus or salary increase at the time of signing.\n",{"question":417,"answer":418},"Does the employee have to assign all of their prior work?","No — and they should not be asked to. The agreement should cover only works that are reasonably related to the company's current or anticipated business. Works the employee created entirely on personal time and unrelated to the company's business should be explicitly listed in a Schedule B of excluded works. Overreaching assignments are more likely to be challenged and can expose the company to liability for coercing an overbroad IP transfer.\n",{"question":420,"answer":421},"What is the difference between this document and a standard IP assignment agreement?","A standard IP assignment agreement transfers rights in works created going forward — during the employment relationship — typically as part of the employment contract. An assignment of pre-employment works specifically addresses IP that already exists at the time of hire. Both documents are often used together as part of the new-hire onboarding packet, particularly for technical or creative roles.\n",{"question":423,"answer":424},"Can prior employer IP agreements block a pre-employment works assignment?","Yes — if the works being assigned were created while the employee was subject to a prior employer's IP assignment agreement, the prior employer may have a superior claim. The assignment agreement should include a warranty requiring the employee to disclose any such prior agreements. If a conflict exists, it should be resolved — by obtaining a release from the prior employer or removing the conflicting works from Schedule A — before the new assignment is executed.\n",{"question":426,"answer":427},"Is this agreement enforceable in California?","California Labor Code §2870 limits the scope of employee IP assignments: works developed entirely on personal time, with no company equipment or resources, and unrelated to the company's current or reasonably anticipated business, cannot be assigned under California law. For California employees, Schedule B should be drafted with these statutory exceptions in mind, and legal counsel should review the agreement to confirm compliance.\n",{"question":429,"answer":430},"Does this agreement need to be notarized?","Notarization is not required for an assignment of pre-employment works to be legally binding in most jurisdictions. However, for works subject to formal registration — patents or copyright — the patent or copyright office may require a notarized assignment to record the transfer in its registry. Recording the assignment with the relevant IP registry is best practice and may be necessary to assert ownership against third parties.\n",{"question":432,"answer":433},"What happens if the employee refuses to sign?","If the works at issue are central to the company's products or operations, an employee's refusal to assign them is a material issue that should be resolved before the hire is completed. Options include: restructuring the role to avoid relying on the disputed works, negotiating a license instead of an outright assignment, or in the case of founders, delaying incorporation of the new entity until IP is cleanly transferred.\n",[435,439,443,447,451,455],{"industry":436,"icon_asset_id":437,"specifics":438},"Technology / SaaS","industry-saas","Engineers commonly bring open-source projects, proprietary algorithms, or prototype code created at prior employers or during personal development — a precise schedule and prior-employer disclosure are essential.",{"industry":440,"icon_asset_id":441,"specifics":442},"Life Sciences and Biotech","industry-healthtech","Researchers may bring patentable inventions, cell lines, or research data from academic institutions — university IP policies often create competing ownership claims requiring resolution before assignment.",{"industry":444,"icon_asset_id":445,"specifics":446},"Creative and Media","industry-marketing","Designers, writers, and video producers frequently hold copyright in prior work portfolios; moral rights waivers and specific work identification are critical in EU and UK jurisdictions.",{"industry":448,"icon_asset_id":449,"specifics":450},"Financial Services and Fintech","industry-fintech","Proprietary trading models, analytics tools, and financial software created before hire carry significant value and prior-employer conflict risk — warranties and encumbrance representations require particular attention.",{"industry":452,"icon_asset_id":453,"specifics":454},"Manufacturing and Engineering","industry-manufacturing","Mechanical engineers and industrial designers may bring patented or patent-pending inventions from prior roles; chain-of-title documentation and prior employer disclosure are critical before any patent filing.",{"industry":456,"icon_asset_id":457,"specifics":458},"Professional Services","industry-professional-services","Consultants and strategists converting to employee status often hold methodology IP, client frameworks, or proprietary tools — the excluded-works schedule must carefully delineate personal-practice tools from company-use assets.",[460,463,466,468],{"vs":230,"vs_template_id":461,"summary":462},"intellectual-property-ip-assignment-agreement-D13382","A standard IP assignment agreement governs ownership of works created during the employment relationship — after the hire date. An assignment of pre-employment works addresses only works that already existed before employment began. Most technology companies use both: the pre-employment assignment at onboarding and a standard IP assignment clause in the employment contract for ongoing work.",{"vs":464,"vs_template_id":239,"summary":465},"Employment Contract (with IP clause)","An employment contract's IP assignment clause transfers rights in work created in the scope of employment — it does not reach back to capture pre-hire inventions. A standalone pre-employment works assignment is required as a separate document with its own schedule and consideration to cover those prior works. Both documents are typically signed together at onboarding.",{"vs":137,"vs_template_id":243,"summary":467},"A contractor agreement governs IP created by a self-employed individual during a project engagement, typically with a work-made-for-hire clause or assignment clause for deliverables. An assignment of pre-employment works specifically addresses what the person brought with them before any work relationship began. If a contractor converts to an employee, both a contractor IP assignment and a pre-employment works assignment may be needed.",{"vs":469,"vs_template_id":235,"summary":470},"Non-Disclosure Agreement","An NDA protects confidential information by restricting disclosure — it does not transfer ownership of any IP. An assignment of pre-employment works actively transfers title from the employee to the company. The two documents serve complementary purposes and are frequently signed together: the NDA protects confidential prior works from disclosure, while the assignment transfers ownership of those same works.",{"use_template":472,"template_plus_review":476,"custom_drafted":480},{"best_for":473,"cost":474,"time":475},"Startups and small businesses onboarding employees with clearly identified, low-complexity prior works in a single domestic jurisdiction","Free","30 minutes per hire",{"best_for":477,"cost":478,"time":479},"Technical hires with significant prior inventions, employees in IP-sensitive industries, or any hire subject to a prior employer IP agreement","$300–$800 for a 1–2 hour IP attorney review","2–5 business days",{"best_for":481,"cost":482,"time":483},"Founders assigning pre-incorporation IP before a funding round, cross-border hires with competing prior employer claims, or high-value patent-pending inventions","$1,500–$5,000+","1–3 weeks",[485,490,495,500],{"code":486,"name":487,"flag_asset_id":488,"note":489},"us","United States","flag-us","California Labor Code §2870 prohibits assigning works developed entirely on personal time with no company resources and unrelated to the company's business — Schedule B should reflect these statutory carve-outs. Delaware and New York impose no equivalent statutory limits. Federal patent law requires a written assignment to transfer patent rights; recording with the USPTO within three months of execution protects against intervening transfers.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"ca","Canada","flag-ca","Canadian common law generally permits broad IP assignments as part of the employment consideration, but provincial employment standards acts may affect enforceability if the assignment was signed after the employment start date without fresh consideration. Quebec's Civil Code requires agreements to be in French for provincially regulated employers and may impose additional formality requirements on IP transfers. Copyright moral rights — the right of attribution and integrity — exist under the Copyright Act and must be waived explicitly.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"uk","United Kingdom","flag-uk","The Copyright, Designs and Patents Act 1988 gives employers automatic ownership of works created by employees in the course of employment — but pre-employment works fall outside this rule and require a written assignment. Moral rights under UK copyright law are personal to the author and cannot be transferred, only waived; the waiver must be in writing and signed. The agreement should be governed by the law of England and Wales or Scotland as appropriate to the employee's work location.",{"code":501,"name":502,"flag_asset_id":503,"note":504},"eu","European Union","flag-eu","EU member states vary significantly on employee IP rights — Germany's Employee Inventions Act (ArbNErfG) requires employers to formally claim inventions and may entitle employees to additional compensation even after assignment. In France, moral rights are perpetual, inalienable, and cannot be waived under any circumstances. The EU Software Directive provides some employer rights in software created by employees, but pre-employment software falls outside this scope. GDPR implications arise if the prior works contain personal data — the assignment must not purport to transfer data in violation of GDPR.",[231,239,235,243,506,507,508,509,510,511,512,513],"employment-agreement-executive-D543","job-offer-letter-long-D12769","asset-purchase-agreement-D928","general-non-compete-agreement-D882","consulting-agreement---long-D12543","technology-assignment-agreement-D765","copyright-assignment-D960","employee-handbook-D712",{"emit_how_to":196,"emit_defined_term":196},{"primary_folder":98,"secondary_folder":516,"document_type":517,"industry":518,"business_stage":519,"tags":520,"confidence":526},"intellectual-property-and-licensing","agreement","general","all-stages",[521,522,523,524,525],"intellectual-property","employment","pre-employment-works","assignment","ip-protection",0.95,"\u003Ch2>What is an Assignment of Pre-Employment Works?\u003C/h2>\n\u003Cp>An \u003Cstrong>Assignment of Pre-Employment Works\u003C/strong> is a legally binding agreement through which a new employee or founder formally transfers ownership of intellectual property — source code, software, inventions, designs, written works, or other creative output — created before their employment start date to the employer. Unlike the IP assignment clause found in a standard employment contract, which only covers work created during the employment relationship, this document reaches back to capture specific prior works that are relevant to the company's business and that the employee is bringing with them to the role. It establishes a clear chain of title from the outset, identifies exactly which works are being transferred, and protects both parties by carving out works the employee retains.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed assignment of pre-employment works, any IP the employee created before their first day remains legally theirs — regardless of how central it is to your product. A developer who writes the core algorithm for your platform before joining is still the legal copyright and patent owner of that code the moment they walk through the door. If they leave, they take those rights with them, and you may have built your entire product on IP you do not own. This gap is one of the most common reasons investors reject or delay funding rounds — VCs conduct IP due diligence on every deal, and undocumented prior works create title defects that block closings. An executed assignment of pre-employment works, completed at onboarding, closes that gap cleanly, gives your company a clear and defensible chain of title, and protects the employee too — by specifying exactly what they have given up and what personal projects they keep.\u003C/p>\n",1778773578532]