[{"data":1,"prerenderedAt":523},["ShallowReactive",2],{"document-invention-agreement-D13018":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":177,"customdescription":6,"mdFm":178,"mdProseHtml":522},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"INVENTION AGREEMENT This Invention Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY 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] AND: [SECOND PARTY NAME], (the \"Employee\") an individual with his main address located at: [YOUR COMPLETE ADDRESS] NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: CONFIDENTIAL INFORMATION Company Information. The Employee at all times during the term of employment and after termination, is to hold in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, corporation or other entity without written consent of the Company, any Confidential Information. \"Confidential Information\" means any Proprietary or Confidential Information of the Company, its affiliates, their clients, customers or their partners, and the Company's licensors, including, without limitation, technical data, trade secrets, research and development information, product plans, services, customer lists and customers (including, but not limited to, customers of the Company on whom the Employee called or with whom the Employee became acquainted during the term of employment), supplier lists and suppliers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, personnel information, marketing, finances or other business information disclosed to the Employee by or obtained by the Employee from the Company, its affiliates, their clients, customers or their partners, and the Company's licensors either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. Ownership of Proprietary Information. All Proprietary Information shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents, copyrights, trademarks and other rights in connection therewith. The Employee hereby assigns to the Company any rights he may have or acquire in such Proprietary Information. The Employee hereby acknowledges that all Proprietary Information is and must continue to be Confidential and that the same is not readily accessible to competitors of the Company. At all times, both during employment by the Company and after its termination, the Employee will keep in strictest confidence and trust all Proprietary Information and shall not use or disclose any Proprietary Information without the written consent of the Company, except as may be necessary in the ordinary course of performing their duties as an Employee of the Company. Company Property. All documents (including computer records, facsimile and email) and materials created, received or transmitted in connection with the Employee's work or using the facilities of the Company are property of the Company and subject to inspection by the Company, at any time. Upon termination of the Employee's employment with the Company (or at any other time when requested by the Company), the Employee will promptly deliver to the Company all documents and materials of any nature pertaining to the Employee's work with the Company and will provide written certification of compliance with this Agreement. Under no circumstances the Employee shall have, following the termination, possession of any property of the Company, or any documents or materials or copies thereof containing any Confidential Information. In the event of the termination of employment, the Employee shall sign and deliver the \"Termination Certification\" attached hereto as Exhibit A. Third-Party Information. The Company has received, and, in the future, will receive from third parties their Confidential or Proprietary Information, subject to a duty on the Company's part to maintain the Confidentiality of such information and to use it only for certain limited purposes. The Employee agrees to hold all such Confidential or Proprietary Information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the work for the Company, consistent with the Company's agreement with such third party. INVENTION ASSIGNMENT The Employee agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, reports, and all similar or related information which relates to the Company's actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Employee while employed by the Company (\"Work Product\") belong to the Company. The Employee will promptly disclose such Work Product to the Company and perform all actions reasonably requested by the Company (whether during or after the Term) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). MAINTENANCE OF RECORDS The Employee shall keep and maintain adequate and current written records of all Inventions. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times. DISCLOSURE OF INVENTIONS The Employee shall promptly disclose to the Company (or any persons designated by it) all discoveries, developments, designs, improvements, inventions, blueprints, formulae, processes, techniques, computer programs, strategies, know-how and data, whether or not patentable or registerable under copyright or similar statutes, made or conceived or reduced to practice or learned, either alone or jointly with others, during the period of the Employee's employment that are related to the business of the Company or that result from tasks assigned to it by the Company or that result from the use of premises or property (including computer systems and engineering facilities) owned, leased or contracted for by the Company. All such discoveries, developments, designs, improvements, inventions, formulae, processes, techniques, computer programs, strategies, blueprints, know-how and data are hereinafter referred to as \"Inventions.\" The Employee shall also promptly disclose to the Company, and the Company hereby agrees to receive all such disclosures in confidence, all other discoveries, developments, designs, improvements, inventions, formulae, processes, techniques, computer programs, strategies, blueprints, know-how and data, whether or not patentable or registerable under copyright or similar statutes, made or conceived or reduced to practice or learned by the Employee, either alone or jointly with others, during the period of employment of the Employee, for the purpose of determining whether they constitute \"Inventions,\" as defined above. OWNERSHIP OF INVENTIONS All Inventions shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents, copyrights, trademarks, and other rights in connection therewith. The Employee hereby assigns to the Company any rights he may have or acquire in such Inventions",null,"Invention Agreement","7",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/sample-pdf-for-test-D13018.png","https://templates.business-in-a-box.com/imgs/250px/13018.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13018.xml",{"title":15,"description":6},"invention agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":21,"url":22},"Confidentiality Agreements","/templates/confidentiality-agreement/","Invention Agreement Template","https://templates.business-in-a-box.com/imgs/400px/13018.png","https://templates.business-in-a-box.com/imgs/600px/13018.png",[27,17,20],{"label":28,"url":29},"Templates","/templates/",[31,32,33],{"label":28,"url":29},{"label":18,"url":19},{"label":34,"url":35},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[37,41,45,49,53,57,61,65,69,73,77,81,85,100,117,132,147,161],{"label":38,"url":39,"thumb":40,"extension":10},"Invention Assignment Agreement","/template/invention-assignment-agreement-D12691","https://templates.business-in-a-box.com/imgs/250px/12691.png",{"label":42,"url":43,"thumb":44,"extension":10},"Invention Nonexclusive License Agreement","/template/invention-nonexclusive-license-agreement-D963","https://templates.business-in-a-box.com/imgs/250px/963.png",{"label":46,"url":47,"thumb":48,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":50,"url":51,"thumb":52,"extension":10},"Acquisition Agreement","/template/acquisition-agreement-D847","https://templates.business-in-a-box.com/imgs/250px/847.png",{"label":54,"url":55,"thumb":56,"extension":10},"Amalgamation Agreement","/template/amalgamation-agreement-D855","https://templates.business-in-a-box.com/imgs/250px/855.png",{"label":58,"url":59,"thumb":60,"extension":10},"Arbitration Agreement","/template/arbitration-agreement-D856","https://templates.business-in-a-box.com/imgs/250px/856.png",{"label":62,"url":63,"thumb":64,"extension":10},"Attorney Agreement","/template/attorney-agreement-D862","https://templates.business-in-a-box.com/imgs/250px/862.png",{"label":66,"url":67,"thumb":68,"extension":10},"Bonus Agreement","/template/bonus-agreement-D13815","https://templates.business-in-a-box.com/imgs/250px/13815.png",{"label":70,"url":71,"thumb":72,"extension":10},"Caregiver Agreement","/template/caregiver-agreement-D13510","https://templates.business-in-a-box.com/imgs/250px/13510.png",{"label":74,"url":75,"thumb":76,"extension":10},"Charter Agreement","/template/charter-agreement-D13440","https://templates.business-in-a-box.com/imgs/250px/13440.png",{"label":78,"url":79,"thumb":80,"extension":10},"Coaching Agreement","/template/coaching-agreement-D13221","https://templates.business-in-a-box.com/imgs/250px/13221.png",{"label":82,"url":83,"thumb":84,"extension":10},"Collaboration Agreement","/template/collaboration-agreement-D13222","https://templates.business-in-a-box.com/imgs/250px/13222.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":9,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":94,"keywords":93,"url":99},"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":93,"description":6},"non disclosure agreement nda",[95,97],{"label":18,"url":96},"business-legal-agreements",{"label":21,"url":98},"confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":101,"descriptionCustom":6,"label":102,"pages":8,"size":9,"extension":10,"preview":103,"thumb":104,"svgFrame":105,"seoMetadata":106,"parents":108,"keywords":107,"url":116},"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","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":107,"description":6},"employment agreement_at will employee",[109,112,115],{"label":110,"url":111},"Human Resources","human-resources",{"label":113,"url":114},"Hire an Employee","hire-employee",{"label":18,"url":96},"/template/employment-agreement_at-will-employee-D541",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":121,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":126,"keywords":130,"url":131},"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},[127],{"label":128,"url":129},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":133,"descriptionCustom":6,"label":134,"pages":135,"size":136,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":141,"keywords":145,"url":146},"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},[142,143,144],{"label":110,"url":111},{"label":113,"url":114},{"label":18,"url":96},"employment agreement executive","/template/employment-agreement-executive-D543",{"description":148,"descriptionCustom":6,"label":149,"pages":150,"size":151,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":156,"keywords":159,"url":160},"NON-COMPETE AGREEMENT This Non-Compete Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: FIRST PARTY NAME] (the \"First Party\"), a corporation 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 \"Second 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] FOR GOOD CONSIDERATION, the receipt of which is hereby acknowledged, the undersigned First party agrees not to compete with Second party, or its successors or assigns.","General Non-Compete Agreement","1",30,"https://templates.business-in-a-box.com/imgs/1000px/general-non-compete-agreement-D882.png","https://templates.business-in-a-box.com/imgs/250px/882.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#882.xml",{"title":6,"description":6},[157,158],{"label":18,"url":96},{"label":18,"url":96},"general non compete agreement","/template/general-non-compete-agreement-D882",{"description":162,"descriptionCustom":6,"label":163,"pages":164,"size":165,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":172,"keywords":175,"url":176},"CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Owner\"), 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: [RECIPIENT NAME] (the \"Recipient\"), 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] In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows: WHEREAS, Recipient has requested information from Owner in connection with consideration of a possible transaction or relationship between Recipient and Owner. WHEREAS, in the course of consideration of the possible transaction or relationship, Owner may disclose to Recipient confidential, important, and/or proprietary trade secret information concerning Owner and its activities. THEREFORE, the parties agree to enter into a confidential relationship with respect to the disclosure by Owner to Recipient of certain information. Confidential Information Owner proposes to disclose certain of its confidential and proprietary information (the Confidential Information\") to Recipient. Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Recipient by Owner. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require Owner to disclose any of its information. For purposes of this Agreement, the term \"Recipient\" shall include Recipient, the company he or she represents, and all affiliates, subsidiaries, and related companies of Recipient. For purposes of this Agreement, the term \"Representative\" shall include Recipient's directors, officers, employees, agents, and financial, legal, and other advisors. Exclusions Confidential Information does not include information that Recipient can demonstrate: (a) was in Recipient's possession prior to its being furnished to Recipient under the terms of this Agreement, provided the source of that information was not known by Recipient to be bound by a confidentiality agreement with or other continual, legal or fiduciary obligation of confidentiality to Owner; (b) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known to the public; (c) is rightfully obtained by Recipient from a third party, without breach of any obligation to Owner; or (d) is independently developed by Recipient without use of or reference to the Confidential Information. Recipient's Obligations Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner and Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Owner, and shall disclose it only to its officers, directors, or employees with a specific need to know. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of Owner. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon the request of Owner, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within [NUMBER] days of such request. At Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to Owner regarding destruction within [NUMBER] days thereafter. Term The obligations of Recipient herein shall be effective [Non-Disclosure Period] from the date Owner last discloses any Confidential Information to Recipient pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Recipient, nor by the rejection of any agreement between Owner and Recipient, by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession or the equivalent of any of the foregoing under local law. Confidentiality Recipient and its Representatives shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in Articles 6 and 7 of this Agreement, and shall hold and maintain the Confidential Information in strictest confidence. Recipient hereby agrees to indemnify Owner against any and all losses, damages, claims, expenses, and attorneys' fees incurred or suffered by Owner as a result of a breach of this Agreement by Recipient or its Representatives. Permitted Disclosures Recipient may disclose Owner's Confidential Information to Recipient's responsible Representatives with a bona fide need to know such Confidential Information, but only to the extent necessary to evaluate or carry out a proposed transaction or relationship with Owner and only if such employees are advised of the confidential nature of such Confidential Information and the terms of this Agreement and are bound by a written agreement or by a legally enforceable code of professional responsibility to protect the confidentiality of such Confidential Information. Required Disclosures Recipient may disclose Owner's Confidential Information if and to the extent that such disclosure is required by court order, provided that Recipient provides Owner a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure. Use Recipient and its Representatives shall use the Confidential Information solely for the purpose of evaluating a possible transaction or relationship with Owner and shall not in any way use the Confidential Information to the detriment of Owner. No License Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information","Confidentiality Agreement","5",56,"https://templates.business-in-a-box.com/imgs/1000px/confidentiality-agreement-D950.png","https://templates.business-in-a-box.com/imgs/250px/950.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#950.xml",{"title":170,"description":171},"Confidentiality Agreement - Template & Sample Form | Business-in-a-Box","Confidentiality Agreement Template Sample � Download Now! Simply fill-in the blanks and print in minutes! Instant Access to 1,800 business and legal forms. Download samples of professional documents in Word (.doc) and Excel (.xls) format.",[173,174],{"label":18,"url":96},{"label":21,"url":98},"confidentiality agreement","/template/confidentiality-agreement-D950",false,{"seo":179,"reviewer":191,"legal_disclaimer":195,"quick_facts":196,"at_a_glance":198,"personas":202,"variants":227,"glossary":255,"clauses":289,"how_to_fill":340,"common_mistakes":381,"faqs":406,"industries":434,"comparisons":451,"diy_vs_lawyer":466,"jurisdictions":479,"related_template_ids_curated":500,"schema":509,"classification":510},{"meta_title":180,"meta_description":181,"primary_keyword":182,"secondary_keywords":183},"Invention Agreement Template (Free Word)","Free invention agreement template to assign employee and contractor IP to your company. Trusted by companies in USA, Canada, UK, Australia, and 190+ countries. Free Word and PDF download.","invention agreement template",[184,185,186,187,188,189,190],"employee invention agreement","ip assignment agreement template","intellectual property assignment agreement","invention disclosure agreement","contractor invention agreement template","invention agreement free download","patent assignment agreement template",{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":197,"legal_review_recommended":195,"signature_required":195,"notarization_required":177},"advanced",{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"An Invention Agreement is a legally binding contract between an employer or company and an employee, founder, or contractor that transfers ownership of any inventions, discoveries, and related intellectual property created during the working relationship to the company. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF to sign before a new hire's first day or at the start of any engagement involving creative or technical work.\n","Use it before onboarding any employee, co-founder, or contractor who will perform research, engineering, software development, product design, or any other work where patentable or protectable inventions may result. It is especially critical before a company raises outside investment, files a patent, or pursues an acquisition — due diligence in all three scenarios will surface any gap in IP ownership.\n","The agreement covers the scope of assigned inventions, a disclosure and cooperation obligation, a carve-out schedule for prior inventions, moral rights waivers, confidentiality of invention-related information, and the governing law that determines enforceability. It also includes a work-made-for-hire clause and a power of attorney to execute patent filings on the company's behalf.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"Startup founders and CTOs","Securing IP ownership from early engineers before a seed or Series A raise","persona-startup-founder",{"title":208,"use_case":209,"icon_asset_id":210},"HR managers and people ops leads","Standardizing IP assignment across all technical and product hires","persona-hr-manager",{"title":212,"use_case":213,"icon_asset_id":214},"In-house counsel","Ensuring clean IP title ahead of a patent filing or M&A due diligence","persona-legal-counsel",{"title":216,"use_case":217,"icon_asset_id":218},"R&D and lab directors","Assigning ownership of research discoveries and prototypes to the employer","persona-operations-director",{"title":220,"use_case":221,"icon_asset_id":222},"Entrepreneurs hiring contractors","Capturing IP rights from freelance developers, designers, and engineers","persona-small-business-owner",{"title":224,"use_case":225,"icon_asset_id":226},"University spinout founders","Clarifying which inventions belong to the company versus the institution","persona-student-entrepreneur",[228,232,236,240,244,248,252],{"situation":229,"recommended_template":230,"slug":231},"Onboarding a full-time employee who will work on product or engineering","Employee Invention Agreement","invention-agreement-D13018",{"situation":233,"recommended_template":234,"slug":235},"Engaging an independent contractor on a technical project","Contractor IP Assignment Agreement","ip-sale-agreement-D964",{"situation":237,"recommended_template":238,"slug":239},"Assigning a specific existing patent from an individual to a company","Patent Assignment Agreement","patent-assignment-D966",{"situation":241,"recommended_template":242,"slug":243},"Protecting confidential business information alongside IP assignment","Non-Disclosure and IP Assignment Agreement","contractor-non-disclosure-agreement-nda-D13825",{"situation":245,"recommended_template":246,"slug":247},"Bringing on a co-founder with technical responsibilities","Co-Founder IP Assignment Agreement","co-founder-agreement-D13317",{"situation":249,"recommended_template":250,"slug":251},"Covering IP created during a research collaboration with a university","Research Collaboration Agreement","collaboration-agreement-D13222",{"situation":253,"recommended_template":254,"slug":235},"Assigning all IP as part of a company acquisition","IP Purchase and Assignment Agreement",[256,259,262,265,268,271,274,277,280,283,286],{"term":257,"definition":258},"Invention Assignment","The contractual transfer of ownership of an invention from the creator to another party — typically the employer — effective at the moment of creation.",{"term":260,"definition":261},"Work Made for Hire","A US copyright doctrine under which works created by an employee within the scope of employment automatically belong to the employer; contractors require an explicit written agreement to achieve the same result.",{"term":263,"definition":264},"Prior Inventions","Inventions the employee or contractor developed before the start of the engagement, listed in a schedule and excluded from the company's assignment clause.",{"term":266,"definition":267},"Moral Rights","Non-economic rights creators hold in some jurisdictions — such as the right of attribution or integrity — that must be expressly waived for the company to exercise full control over the assigned invention.",{"term":269,"definition":270},"Power of Attorney","A clause authorizing the company to execute patent applications and IP transfer documents on the inventor's behalf if the inventor is unavailable or refuses to cooperate after termination.",{"term":272,"definition":273},"Disclosure Obligation","The inventor's duty to promptly notify the company of any invention or discovery made during the employment period, even if the inventor believes it falls outside the assignment scope.",{"term":275,"definition":276},"Patentable Invention","A novel, non-obvious, and useful process, machine, article of manufacture, or composition of matter that meets the legal threshold for a patent application in the relevant jurisdiction.",{"term":278,"definition":279},"Residuals","Knowledge, skills, or general know-how retained in an employee's memory after working on a project — typically excluded from invention assignment clauses but important to carve out clearly.",{"term":281,"definition":282},"Shop Right","A non-exclusive, royalty-free license an employer may hold by operation of law to use an employee's invention when the employee used company resources to develop it, even without a written assignment.",{"term":284,"definition":285},"Statutory Carve-Out","A jurisdiction-specific legal limit — such as California Labor Code §2870 — that prohibits employers from claiming inventions developed entirely on the employee's own time without company resources or relation to company business.",{"term":287,"definition":288},"Chain of Title","The documented sequence of transfers establishing that the company holds clear, unencumbered ownership of a patent or invention from the original creator to the present owner.",[290,295,300,305,310,315,320,325,330,335],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Parties and recitals","Identifies the company and the inventor (employee, contractor, or founder) as legal parties and states the purpose of the agreement — obtaining assignment of IP as a condition of the working relationship.","This Invention and Assignment Agreement ('Agreement') is entered into as of [DATE] between [COMPANY LEGAL NAME], a [STATE] [ENTITY TYPE] ('Company'), and [INVENTOR FULL NAME] ('Inventor'), in connection with Inventor's [employment / engagement] commencing [START DATE].","Using a trade name instead of the company's full registered legal name. A chain-of-title break at the parties clause can invalidate a patent assignment during due diligence.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Definition of covered inventions","Specifies which inventions, discoveries, improvements, and developments fall within the scope of the assignment — typically those related to company business, made using company resources, or developed during working hours.","Covered Inventions means all inventions, discoveries, developments, and improvements that Inventor makes, conceives, or reduces to practice (a) during the term of Inventor's relationship with Company, (b) using Company resources, equipment, or Confidential Information, or (c) relating to the Company's current or reasonably anticipated business.","Defining covered inventions so broadly that they extend to unrelated personal projects. Courts in California, Delaware, and several other states will void or limit overbroad definitions under statutory carve-out rules.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Assignment of inventions","The operative clause transferring present and future ownership of all covered inventions from the inventor to the company at the moment of creation.","Inventor hereby irrevocably assigns, and agrees to assign, to Company all right, title, and interest in and to all Covered Inventions, including all patent rights, trade secret rights, and other intellectual property rights therein, worldwide and in perpetuity.","Using 'agrees to assign' instead of 'hereby assigns.' 'Agrees to assign' creates a future obligation that requires a further act — 'hereby assigns' operates as a present automatic transfer effective at the moment of creation, which is critical for patent priority.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Work made for hire","Establishes that all works created by the inventor within the scope of employment are works made for hire under applicable copyright law, with the company as the statutory author.","To the fullest extent permitted by applicable law, all works of authorship created by Inventor within the scope of Inventor's [employment / engagement] with Company shall be deemed works made for hire, with Company as the author and owner of all copyright therein.","Omitting the work-made-for-hire clause and relying solely on the assignment clause. For contractors, copyright does not automatically vest in the company under US law without both a written agreement and a qualifying category — the WMFH clause closes this gap.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Prior inventions schedule","Creates a schedule where the inventor lists inventions they own or co-own that predate the engagement and are excluded from the assignment — protecting the inventor's pre-existing IP from inadvertent transfer.","Schedule A sets forth a complete list of all inventions that Inventor has made or conceived prior to the date of this Agreement that Inventor wishes to exclude from the assignment. If Schedule A is blank, Inventor represents that there are no such prior inventions.","Leaving Schedule A blank without requiring the inventor to affirmatively represent there are no prior inventions. A blank schedule creates ambiguity — a competitor or acquirer may dispute whether a pre-existing invention was intentionally excluded or simply forgotten.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Disclosure obligation","Requires the inventor to promptly notify the company of any invention that may fall within the scope of the agreement, enabling the company to evaluate patent filings and assert its rights.","During the term of this Agreement, Inventor shall promptly disclose in writing to Company's [Chief Technology Officer / Legal Department] any Covered Invention, including work-in-progress that may give rise to a Covered Invention, within [30] days of conception or reduction to practice.","Setting no disclosure deadline or making disclosure discretionary. Without a mandatory timeline, inventors may delay or omit disclosures, causing the company to miss patent filing windows or lose prior-art priority.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Cooperation and further assurances","Obligates the inventor to sign patent applications, assignments, and other documents needed to perfect the company's title, both during and after the employment relationship.","Inventor agrees to execute, at Company's request and expense, all applications, assignments, and other documents necessary to perfect, maintain, or enforce Company's rights in the Covered Inventions, whether during or after the term of Inventor's relationship with Company.","No post-termination cooperation clause. If the inventor leaves before a patent application is filed and refuses to sign documents, the company has no mechanism to proceed — leading directly to the need for the power-of-attorney clause.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Power of attorney","Grants the company a limited, irrevocable power of attorney to execute IP documents on the inventor's behalf if the inventor is unable or unwilling to do so after the relationship ends.","Inventor hereby appoints Company as Inventor's attorney-in-fact, with full power to execute and file any and all patent applications, assignments, or other instruments necessary to convey to Company all rights in the Covered Inventions, effective upon Inventor's failure to execute such documents within [15] business days of request.","Making the power of attorney revocable or conditional on the inventor's consent. An irrevocable power coupled with an interest — the company's ownership right in the invention — is enforceable in most jurisdictions and prevents a departing inventor from holding patent filings hostage.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Statutory carve-outs and prior employment obligations","Acknowledges jurisdiction-specific limits on the scope of the assignment — particularly state statutes that exempt inventions developed entirely on the inventor's own time, without company resources, and unrelated to company business.","Notwithstanding the foregoing, the assignment in Section [X] does not apply to any invention that Inventor developed entirely on Inventor's own time, without using Company resources or Confidential Information, and which does not relate to Company's current or reasonably anticipated business or research, as required by [APPLICABLE STATE STATUTE].","Omitting the statutory carve-out entirely in jurisdictions that require it. In California, Delaware, Illinois, Minnesota, North Carolina, and Washington, contracts that fail to include the statutory limitation are voidable and expose the employer to employee claims.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Governing law and dispute resolution","Specifies the jurisdiction whose law governs the agreement and how disputes over ownership, scope, or breach are resolved — typically arbitration or courts in the company's home state.","This Agreement is governed by the laws of [STATE / COUNTRY], without regard to conflict-of-law principles. Any dispute arising under this Agreement shall be resolved by [binding arbitration administered by [AAA] in [CITY] / the courts of [JURISDICTION]], except that Company may seek injunctive relief in any court of competent jurisdiction.","Selecting a governing law with no connection to where the inventor works. Several states — most notably California — apply their own IP statutes regardless of the contract's choice-of-law clause, meaning a Delaware governing-law clause will not override California Labor Code §2870.",[341,346,351,356,361,366,371,376],{"step":342,"title":343,"description":344,"tip":345},1,"Enter the parties' full legal names and effective date","Use the company's full registered legal entity name — not a brand name — and the inventor's legal name as it appears on government-issued ID. Set the effective date to the day before or the day of the working relationship's start.","Cross-check the company name against your certificate of incorporation or articles of organization. A name mismatch creates a chain-of-title defect that is expensive to correct after a patent is filed.",{"step":347,"title":348,"description":349,"tip":350},2,"Define the scope of covered inventions precisely","Draft the definition of Covered Inventions to capture inventions related to company business, made using company resources, or developed during working hours — then confirm it includes the statutory carve-out language required by the inventor's work jurisdiction.","For employees in California, Illinois, Minnesota, North Carolina, Washington, or Delaware, the carve-out is mandatory by statute. Omitting it voids the clause — not just the carve-out.",{"step":352,"title":353,"description":354,"tip":355},3,"Use 'hereby assigns' — not 'agrees to assign'","Confirm the assignment clause uses present-tense operative language ('hereby irrevocably assigns') so that ownership transfers automatically at the moment of creation without any further act.","The difference between 'hereby assigns' and 'agrees to assign' has determined patent ownership in federal court disputes. Review this clause word-for-word before execution.",{"step":357,"title":358,"description":359,"tip":360},4,"Complete the prior inventions schedule","Have the inventor list all inventions, code bases, designs, or discoveries they own or co-own that predate the agreement. If there are none, require the inventor to affirmatively represent that fact in the schedule.","Prompt engineers and scientists to list GitHub repos, personal projects, and any side-business technology — not just formal patents. Undisclosed prior inventions are the most common dispute trigger after an acquisition.",{"step":362,"title":363,"description":364,"tip":365},5,"Set the disclosure timeline and reporting contact","Specify a mandatory disclosure window — 30 days from conception or reduction to practice is standard — and name the exact reporting contact (CTO, General Counsel, or IP Committee) by title rather than by name.","Using a title rather than a person's name means the clause survives personnel changes without requiring a contract amendment.",{"step":367,"title":368,"description":369,"tip":370},6,"Confirm the power-of-attorney clause is irrevocable","Review the power-of-attorney provision to ensure it is designated irrevocable and coupled with the company's interest in the assigned invention — the two conditions required for enforceability in most US jurisdictions.","In some states, a notarized power of attorney is required for patent assignment filings. Check USPTO requirements and the inventor's home state before execution.",{"step":372,"title":373,"description":374,"tip":375},7,"Select the governing law with the inventor's work location in mind","Choose the governing jurisdiction based on where the inventor physically performs work, not just where the company is incorporated. Confirm that the carve-out language tracks the statute of that jurisdiction.","If the inventor will work in multiple states or countries, name the jurisdiction with the most protective employee IP statute — and draft the carve-out accordingly — to maximize enforceability across locations.",{"step":377,"title":378,"description":379,"tip":380},8,"Execute before the first day of work","Both parties must sign before the inventor's start date. In common-law jurisdictions, post-start-date signatures require fresh consideration — a salary increase, bonus, or additional benefit — to be enforceable.","Use a timestamped e-signature service and retain the fully executed copy with the inventor's personnel file and your IP records, not just your contracts folder.",[382,386,390,394,398,402],{"mistake":383,"why_it_matters":384,"fix":385},"Using 'agrees to assign' instead of 'hereby assigns'","A future-tense assignment clause requires a separate, subsequent act of transfer — which the inventor may refuse to perform after leaving the company. Federal courts have voided patent assignments on this basis, leaving companies without ownership of their own technology.","Confirm the operative assignment clause uses present-tense language: 'Inventor hereby irrevocably assigns to Company all right, title, and interest.' Review this clause by name before every execution.",{"mistake":387,"why_it_matters":388,"fix":389},"Omitting the statutory carve-out in regulated states","California, Illinois, Minnesota, North Carolina, Washington, and Delaware each have statutes that limit employer invention assignments. An agreement that omits the required carve-out is voidable by the employee and exposes the company to liability for overreaching.","Include jurisdiction-specific carve-out language for every state where employees or contractors will physically perform work. For multi-state teams, addenda by state are cleaner than a single omnibus clause.",{"mistake":391,"why_it_matters":392,"fix":393},"Leaving the prior inventions schedule blank without a representation","A blank Schedule A creates ambiguity: it is unclear whether the inventor had no prior inventions or simply failed to list them. Acquirers and patent counsel will flag this gap in due diligence, sometimes blocking a deal.","Require the inventor to affirmatively represent in writing — either by listing prior inventions or by signing a statement that no prior inventions exist — before the agreement is executed.",{"mistake":395,"why_it_matters":396,"fix":397},"Signing after the employee's start date without fresh consideration","In common-law jurisdictions, an employee already working has provided no new consideration for post-start restrictions. Courts have voided IP assignment, non-compete, and confidentiality clauses signed on day two or later without a documented new benefit.","Execute the agreement before the first day of work. If circumstances require a later signature, document a concurrent benefit — a signing bonus, salary increase, or additional equity — as the fresh consideration.",{"mistake":399,"why_it_matters":400,"fix":401},"No post-termination cooperation or power-of-attorney clause","Without these provisions, a departing inventor can refuse to sign patent assignment documents, stalling prosecution for years and preventing the company from enforcing its IP against infringers.","Include both a post-termination cooperation obligation (with the company covering reasonable costs) and an irrevocable power of attorney triggered by the inventor's failure to respond within a fixed window.",{"mistake":403,"why_it_matters":404,"fix":405},"Applying a governing-law clause that conflicts with the inventor's work state","Choosing Delaware or New York law to govern an agreement with a California-based inventor does not override California Labor Code §2870. California courts apply local law regardless of the contract's choice-of-law clause, potentially voiding the entire assignment.","Select the governing law based on where the inventor performs work. If the team is distributed, consult counsel to determine which jurisdiction's carve-out statute is most restrictive and draft accordingly.",[407,410,413,416,419,422,425,428,431],{"question":408,"answer":409},"What is an invention agreement?","An invention agreement is a legally binding contract between a company and an employee, contractor, or co-founder that transfers ownership of any inventions, discoveries, and related intellectual property created during the working relationship to the company. It typically covers patentable inventions, trade secrets, software, and other technical work product. Without one, the individual creator may retain significant rights to technology the company paid to develop.\n",{"question":411,"answer":412},"Is an invention agreement the same as an IP assignment agreement?","The terms are closely related but not identical. An invention agreement specifically covers inventions and discoveries — including patentable processes, machines, and compositions — and includes forward-looking obligations like disclosure duties and cooperation on patent filings. An IP assignment agreement is broader and may cover copyrights, trademarks, and trade secrets in addition to inventions. Many companies use a single document that combines both, often called an Employee Proprietary Information and Inventions Agreement (PIIA).\n",{"question":414,"answer":415},"Do I need an invention agreement for contractors as well as employees?","Yes — and contractors arguably require it more urgently. Under US copyright law, works created by independent contractors do not automatically become works made for hire unless the work falls into one of nine statutory categories and there is a written agreement to that effect. For inventions, there is no automatic transfer at all — an explicit written assignment is always required. Engaging a contractor without a signed invention agreement means the contractor likely owns any IP they create, regardless of what you paid them.\n",{"question":417,"answer":418},"What inventions can an employer legally claim ownership of?","In most US jurisdictions, an employer can claim inventions that relate to the company's current or reasonably anticipated business, were developed using company resources or confidential information, or were created during working hours. However, California, Illinois, Minnesota, North Carolina, Washington, and Delaware prohibit employers from claiming inventions developed entirely on the employee's own time, without company resources, and unrelated to company business. These statutory carve-outs cannot be waived by contract.\n",{"question":420,"answer":421},"What is the difference between 'agrees to assign' and 'hereby assigns' in an invention agreement?","'Hereby assigns' is a present-tense operative transfer — ownership moves to the company automatically at the moment of creation, with no further act required. 'Agrees to assign' creates a future contractual obligation that the inventor must honor through a separate act of transfer. Federal courts have ruled that 'agrees to assign' language does not by itself transfer patent ownership, leaving companies dependent on a departing inventor's cooperation. Always use 'hereby assigns' in invention agreements.\n",{"question":423,"answer":424},"When should an invention agreement be signed?","The agreement should be signed before the employee's or contractor's first day of work. In common-law jurisdictions — including all US states, Canada, the UK, and Australia — contracts signed after work begins require fresh consideration (a new benefit, pay increase, or bonus) to be enforceable. Signing on or after day one without fresh consideration can void the IP assignment and any restrictive covenants included in the same document.\n",{"question":426,"answer":427},"Does an invention agreement need to be notarized?","For most standard employment-related invention agreements, notarization is not required for the contract to be binding between the parties. However, the USPTO requires notarized or witnessed patent assignment recordation for certain filings, and some states require notarization for a power-of-attorney clause to be enforceable. Check USPTO requirements and applicable state law before execution if the agreement includes a power-of-attorney provision.\n",{"question":429,"answer":430},"How does an invention agreement interact with a non-disclosure agreement?","An NDA and an invention agreement address overlapping but distinct risks. An NDA restricts the use and disclosure of confidential information. An invention agreement transfers ownership of IP created using that information. Many companies combine both into a single Proprietary Information and Inventions Agreement (PIIA), but they can be executed as separate documents. Both are typically required — an NDA alone does not give the company ownership of inventions derived from confidential data.\n",{"question":432,"answer":433},"Can a co-founder challenge an invention assignment after the company raises funding?","Yes — and it happens frequently. If a co-founder contributed technology before signing an invention agreement, or if the agreement was signed after work began without fresh consideration, the co-founder may retain a partial ownership interest in the underlying IP. Investors conduct IP chain-of-title reviews as part of standard due diligence and will condition funding on clean assignment from all founders. Resolving a co-founder IP dispute after a term sheet is signed is significantly more expensive than executing a proper agreement at formation.\n",[435,439,443,447],{"industry":436,"icon_asset_id":437,"specifics":438},"Technology / SaaS","industry-saas","Software algorithms, AI models, and proprietary data pipelines require airtight assignment language; the statutory carve-out and 'hereby assigns' clause are especially critical for distributed engineering teams.",{"industry":440,"icon_asset_id":441,"specifics":442},"Pharmaceuticals and Biotech","industry-healthtech","Lab discoveries, drug formulations, and research data are often patentable — detailed disclosure obligations and post-termination cooperation clauses are essential given multi-year patent prosecution timelines.",{"industry":444,"icon_asset_id":445,"specifics":446},"Manufacturing and Hardware","industry-manufacturing","Mechanical designs, process improvements, and prototype specifications require assignment of both patent and trade-secret rights, along with a clear prior-inventions schedule for engineers who move between employers.",{"industry":448,"icon_asset_id":449,"specifics":450},"Defense and Aerospace","industry-professional-services","Government contract requirements — including DFARS and FAR IP clauses — may override private invention assignments; agreements must account for government license rights and security classification obligations.",[452,456,460,463],{"vs":453,"vs_template_id":454,"summary":455},"Non-Disclosure Agreement (NDA)","non-disclosure-agreement-nda-D12692","An NDA restricts the use and disclosure of confidential information but does not transfer ownership of any IP created from that information. An invention agreement transfers ownership of inventions outright. Companies working with technical staff typically need both — the NDA protects information flow while the invention agreement secures the resulting IP.",{"vs":457,"vs_template_id":458,"summary":459},"Employment Contract","employment-agreement_at-will-employee-D541","An employment contract governs the overall working relationship — compensation, duties, termination, and general IP assignment language. An invention agreement goes much deeper on IP: it defines covered inventions precisely, includes a prior inventions schedule, imposes disclosure duties, and provides a power of attorney. Many companies use both, with the employment contract referencing the invention agreement as a governing exhibit.",{"vs":119,"vs_template_id":461,"summary":462},"independent-contractor-agreement-D160","A contractor agreement structures the engagement terms — deliverables, payment, timeline — but a standard contractor agreement's IP clause is often too thin to establish clean patent ownership. A standalone invention agreement executed alongside the contractor agreement provides the explicit present-tense assignment, work-made-for-hire clause, and cooperation obligations needed for enforceable IP title.",{"vs":238,"vs_template_id":464,"summary":465},"D{PATENT_ASSIGNMENT_ID}","A patent assignment agreement transfers ownership of a specific, existing patent or patent application from one party to another — it is retrospective. An invention agreement is prospective, covering all future inventions created during the relationship. Use a patent assignment to record a completed transfer with the USPTO; use an invention agreement to capture rights before any invention exists.",{"use_template":467,"template_plus_review":471,"custom_drafted":475},{"best_for":468,"cost":469,"time":470},"Startups and small businesses onboarding standard technical employees or contractors in straightforward domestic arrangements","Free","20–30 minutes per hire",{"best_for":472,"cost":473,"time":474},"Companies with employees in California or other states with restrictive IP statutes, multi-state teams, or pre-funding IP cleanup","$300–$800 for a one-time attorney review and state-specific addenda","2–5 business days",{"best_for":476,"cost":477,"time":478},"Life sciences, defense contractors, university spinouts, or any situation involving government contract IP rights, international inventors, or material patent portfolios","$1,500–$5,000+","1–3 weeks",[480,485,490,495],{"code":481,"name":482,"flag_asset_id":483,"note":484},"us","United States","flag-us","Federal patent law requires a written assignment for ownership to transfer, and courts distinguish between 'hereby assigns' (automatic) and 'agrees to assign' (requiring further action). Six states — California, Illinois, Minnesota, North Carolina, Washington, and Delaware — impose statutory carve-outs that void assignment clauses covering inventions developed entirely on the employee's own time without company resources. California Labor Code §2870 is the most heavily litigated and cannot be waived by contract or choice-of-law clause.",{"code":486,"name":487,"flag_asset_id":488,"note":489},"ca","Canada","flag-ca","Canada has no federal equivalent of the US statutory carve-out statutes, but common law implies that employers own inventions created within the scope of employment. For inventions created outside scope — on personal time, with personal resources — the employee typically retains rights unless an explicit written assignment exists. Quebec employers must ensure the agreement is available in French for provincially regulated workplaces under the Charter of the French Language.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"uk","United Kingdom","flag-uk","Under the Patents Act 1977, inventions made by an employee in the normal course of their duties automatically belong to the employer without a written assignment, but the scope of 'normal duties' is interpreted narrowly by courts. Inventions made outside normal duties belong to the employee even if company resources were used. Employees whose inventions generate 'outstanding benefit' to the employer may claim statutory compensation — a risk for companies with commercially valuable patents.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"eu","European Union","flag-eu","EU member states handle employee invention ownership differently — Germany, the Netherlands, and Sweden require compensation to the employee for assigned inventions beyond their normal duties, with compensation formulas set by statute or collective agreement. France and Spain have similar rules for inventions outside the normal scope of employment. GDPR considerations apply when processing personal data in connection with invention disclosure records. A single invention agreement cannot cover all EU jurisdictions without country-specific addenda.",[454,458,461,501,502,503,504,505,506,507,508,247],"employment-agreement-executive-D543","general-non-compete-agreement-D882","confidentiality-agreement-D950","joint-venture-agreement-D889","technology-licensing-agreement-D13434","team-work-agreement-D13888","service-agreement-D12711","consulting-agreement---long-D12543",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":96,"secondary_folder":511,"document_type":512,"industry":513,"business_stage":514,"tags":515,"confidence":521},"intellectual-property-and-licensing","agreement","general","all-stages",[516,517,518,519,520],"intellectual-property","employment","contractor","invention-agreement","ip-assignment",0.95,"\u003Ch2>What is an Invention Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Invention Agreement\u003C/strong> is a legally binding contract between a company and an employee, contractor, or co-founder that transfers ownership of inventions, discoveries, and related intellectual property created during the working relationship to the company. Unlike a general IP clause buried in an employment contract, a standalone invention agreement goes into precise detail: it defines exactly which inventions are covered, carves out the inventor's pre-existing work, imposes a mandatory disclosure duty, and includes a power of attorney so the company can file patents even after the relationship ends. The agreement operates prospectively — capturing rights in inventions that do not yet exist at the time of signing — and is typically executed before day one of any technical engagement.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed invention agreement, your company may not own the technology it paid to develop. Under US law, independent contractors own their inventions by default, and employees retain rights to inventions made outside the narrow scope of their duties — meaning a developer who builds your core algorithm at home, on a weekend, using personal hardware, may hold a legally defensible ownership claim. That gap surfaces at the worst possible moment: during investor due diligence before a funding round, in a patent filing that requires a clean chain of title, or in an acquisition where a single unsigned agreement can reduce the deal price or kill the transaction entirely. A properly executed invention agreement — signed before the first line of code is written or the first experiment is run — closes all four exposure points for the cost of 30 minutes and, where stakes are high, a focused attorney review.\u003C/p>\n",1781185958577]