[{"data":1,"prerenderedAt":518},["ShallowReactive",2],{"document-invention-assignment-agreement-D12691":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":178,"customdescription":6,"mdFm":179,"mdProseHtml":517},{"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 ASSIGMENT AGREEMENT This Invention Assignment Agreement (\"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] and its affiliated companies (collectively the \"Company\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] In consideration of the commencement of Employee's employment and the compensation paid to Employee, Employee hereby acknowledges and agrees with the Company as follows: NON-DISCLOSURE At all times during and after the term of his employment, the Employee will hold in confidence and will not disclose or use any Confidential Information, except as may be required in connection with his work for Client, or as expressly authorized by Client. He or she will obtain Client's written consent before publishing or submitting for publication any material (written, oral, or otherwise) that relates to his work at Client or incorporates any Confidential Information. The Employee assign to Client any rights he or she may have or acquire in all Confidential Information and recognize that all Confidential Information is and will be the sole and exclusive property of Client. CONFIDENTIAL INFORMATION The Company has and will develop, compile, and own certain proprietary techniques and confidential information that have great value in its business (said techniques and information are referred to in this Agreement collectively as \"Confidential Information\"). The Company has and will also have access to Confidential Information of its Clients. (Clients shall mean any persons or entities for whom the Company performs services or from whom the Company or Employee obtains information). Confidential Information includes not only information disclosed by the Company or its Clients to Employee in the course of his or her employment, but also information developed or learned by Employee during the course of his or her employment with the Company, such as Inventions. Confidential Information is to be broadly defined. Confidential Information includes all information that has or could have commercial value or other utility in the business in which the Company or Clients are engaged or in which they contemplate engaging. Confidential Information also includes all information of which the unauthorized disclosure could be detrimental to the interests of the Company or Clients, whether or not such information is identified as Confidential Information by the Company or Clients. By example and without limitation, Confidential Information includes, but is not limited to, Company customer lists, checklists, teaching techniques, processes, formulas, trade secrets, inventions, discoveries, improvements, research and development and testing results, specifications, data, know-how, formats, forms, marketing and business plans, strategies, forecasts, unpublished financial information, memos, notes, meeting content, budgets, projections, customer computer topology, customer username and passwords, any customer contact information, customer data, customer software configuration, customer maintenance schedules and fees, customer point of contact, software developed by company, company documentation such as unique quote, proposal, and billing formats, checklists developed by company, company reseller information and vendor lists, company contractors & subcontractors, customer system design, customer data, customer & supplier identities, characteristics, and agreements. PROTECTION OF CONFIDENTIAL INFORMATIONS Employee agrees that at all times during or after his or her employment, he or she will keep confidential, and not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any third party, other than in his assigned duties and for the benefit of the Company, any of the Company's Confidential Information, either during or after his employment with the Company. In the event he or she desires to publish the results of his work for the Company through literature or speeches, he or she will submit such literature or speeches to the [PRESIDENT OR SPECIFY] of the Company at least [SPECIFY] days before dissemination of such information for a determination of whether such disclosure may alter trade secret status, may be highly prejudicial to the interests of the Company, or may constitute an invasion of its privacy. He or she agrees not to publish, disclose or otherwise disseminate such information without prior written approval of the [PRESIDENT OR SPECIFY] of the Company. He or she acknowledge that he or she is aware that the unauthorized disclosure of Confidential Information of the Company may be highly prejudicial to its interests, an invasion of privacy and an improper disclosure of trade secrets. NO IMPROPER USE OF INFORMATION OF PRIOR EMPLOYERS AND OTHERS The Employee declares that his or her employment by the client does not and will not violate any agreement with a former employer, including any agreement to refrain from using or disclosing information acquired prior to his or her employment by the client. The Employee further declares that he or she has not entered into and promises that he or she will not enter into any agreement that conflicts with his or her obligations under this agreement. During his or her employment by the Client, he or she will not use or disclose information, trade secrets or property of a former employer or third party in violation of any legal agreement entered into with such former employer or third party. In the performance of his or her duties, he or she will only use information that is generally known and used by persons with comparable training and experience, that is common knowledge in the industry or legally in the public domain, or that is otherwise provided or developed by the client. DELIVERY OF CONFIDENTIAL INFORMATION Upon request or when the employment with the Company terminates, the Employee will immediately deliver to the Company all copies of any and all materials and writings received from, created for, or belonging to the Company including, but not limited to, those which relate to or contain Confidential Information. LOCATION AND REPRODUCTION Employee shall maintain at his workstation and/or any other place under his control only such Confidential Information as he or she have a current \"need to know.\" Employee shall return to the appropriate person or location or otherwise properly dispose of Confidential Information once that need to know no longer exists. Employee shall not make copies of or otherwise reproduce Confidential Information unless there is a legitimate business need of the Company for reproduction. 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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":98,"url":99},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":9,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":118},"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","7","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":109,"description":6},"employment agreement_at will employee",[111,114,117],{"label":112,"url":113},"Human Resources","human-resources",{"label":115,"url":116},"Hire an Employee","hire-employee",{"label":18,"url":96},"/template/employment-agreement_at-will-employee-D541",{"description":120,"descriptionCustom":6,"label":121,"pages":122,"size":123,"extension":10,"preview":124,"thumb":125,"svgFrame":126,"seoMetadata":127,"parents":128,"keywords":132,"url":133},"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},[129],{"label":130,"url":131},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":135,"descriptionCustom":6,"label":136,"pages":137,"size":138,"extension":10,"preview":139,"thumb":140,"svgFrame":141,"seoMetadata":142,"parents":143,"keywords":147,"url":148},"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},[144,145,146],{"label":112,"url":113},{"label":115,"url":116},{"label":18,"url":96},"employment agreement executive","/template/employment-agreement-executive-D543",{"description":150,"descriptionCustom":6,"label":151,"pages":152,"size":153,"extension":10,"preview":154,"thumb":155,"svgFrame":156,"seoMetadata":157,"parents":158,"keywords":161,"url":162},"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},[159,160],{"label":18,"url":96},{"label":18,"url":96},"general non compete agreement","/template/general-non-compete-agreement-D882",{"description":164,"descriptionCustom":6,"label":165,"pages":8,"size":166,"extension":10,"preview":167,"thumb":168,"svgFrame":169,"seoMetadata":170,"parents":173,"keywords":176,"url":177},"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",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":171,"description":172},"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.",[174,175],{"label":18,"url":96},{"label":98,"url":99},"confidentiality agreement","/template/confidentiality-agreement-D950",false,{"seo":180,"reviewer":191,"legal_disclaimer":195,"quick_facts":196,"at_a_glance":198,"personas":202,"variants":227,"glossary":255,"clauses":288,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":449,"diy_vs_lawyer":461,"jurisdictions":474,"related_template_ids_curated":495,"schema":504,"classification":505},{"meta_title":181,"meta_description":182,"primary_keyword":183,"secondary_keywords":184},"Invention Assignment Agreement Template (Free Word)","Free invention assignment agreement template. Transfers employee and contractor IP to your company — covering patents, trade secrets, and inventions. Free Word and PDF download.","invention assignment agreement template",[15,185,186,187,188,189,190],"employee invention assignment agreement","intellectual property assignment agreement template","ip assignment agreement template","invention assignment clause","patent assignment agreement template","proprietary information and invention assignment agreement",{"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":178},"advanced",{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"An Invention Assignment Agreement is a legally binding contract in which an employee, contractor, or co-founder transfers ownership of any inventions, patents, trade secrets, software, and other intellectual property created in connection with their work 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 work begins.\n","Use it when onboarding any employee or contractor who may create IP — code, algorithms, product designs, formulas, or processes — that the company needs to own outright. It is especially critical for technical roles, research and development staff, and co-founders who work on the core product before or during incorporation.\n","Definitions of covered inventions and confidential information, the assignment clause transferring all IP to the company, a disclosure obligation requiring the signer to report new inventions, carve-outs for pre-existing inventions, non-compete and non-solicitation provisions (where applicable), work-made-for-hire acknowledgment, and governing law.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"Startup founders","Assigning each founder's pre-incorporation IP to the new entity before a seed round","persona-startup-founder",{"title":208,"use_case":209,"icon_asset_id":210},"HR managers","Standardizing invention assignment as part of every employee onboarding package","persona-hr-manager",{"title":212,"use_case":213,"icon_asset_id":214},"CTOs and engineering leads","Ensuring all code, algorithms, and technical inventions created by the engineering team vest in the company","persona-cto",{"title":216,"use_case":217,"icon_asset_id":218},"Small business owners","Protecting product formulas, processes, and designs created by staff without an in-house legal team","persona-small-business-owner",{"title":220,"use_case":221,"icon_asset_id":222},"Venture capital investors","Requiring clean IP ownership as a closing condition before wiring funds","persona-investor",{"title":224,"use_case":225,"icon_asset_id":226},"Independent contractors and freelancers","Reviewing or negotiating assignment terms before signing a client engagement","persona-freelancer",[228,232,236,239,243,247,251],{"situation":229,"recommended_template":230,"slug":231},"Onboarding a full-time employee in a technical or R&D role","Employee Invention Assignment Agreement","invention-assignment-agreement-D12691",{"situation":233,"recommended_template":234,"slug":235},"Engaging an independent contractor who will build core product features","Contractor IP Assignment Agreement","ip-sale-agreement-D964",{"situation":237,"recommended_template":238,"slug":235},"Assigning a co-founder's pre-incorporation inventions to the company","Founder IP Assignment Agreement",{"situation":240,"recommended_template":241,"slug":242},"Transferring ownership of a specific patent from an individual to the company","Patent Assignment Agreement","patent-assignment-D966",{"situation":244,"recommended_template":245,"slug":246},"Protecting confidential information without a full IP assignment","Non-Disclosure Agreement (NDA)","non-disclosure-agreement-nda-D12692",{"situation":248,"recommended_template":249,"slug":250},"Covering both IP assignment and employment terms in a single document","Employment Contract with IP Assignment","employment-agreement_at-will-employee-D541",{"situation":252,"recommended_template":253,"slug":254},"Assigning software and digital deliverables from a vendor or agency","Software Development Agreement","custom-software-development-agreement-D787",[256,259,261,264,267,270,273,276,279,282,285],{"term":257,"definition":258},"Invention","Any discovery, improvement, process, formula, algorithm, software, design, or other creation that may be patentable or protectable as trade secret, developed by the assignor during the covered period.",{"term":78,"definition":260},"The legal transfer of ownership of intellectual property rights from one party (the assignor) to another (the assignee), effective immediately upon creation without further action required.",{"term":262,"definition":263},"Work Made for Hire","A US copyright doctrine under which original works created by an employee within the scope of employment are automatically owned by the employer — the agreement reinforces this by adding an explicit assignment as a backup.",{"term":265,"definition":266},"Prior Inventions","Inventions the employee or contractor conceived before their engagement with the company, listed on a disclosure schedule and carved out from the assignment obligation.",{"term":268,"definition":269},"Disclosure Obligation","A contractual duty requiring the assignor to promptly report all inventions covered by the agreement to the company so it can evaluate and document ownership.",{"term":271,"definition":272},"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":274,"definition":275},"Trade Secret","Confidential business information — formulas, processes, customer data, source code — that derives economic value from not being publicly known and is protected by reasonable security measures.",{"term":277,"definition":278},"Moral Rights","In many non-US jurisdictions, the right of a creator to be identified as the author and to object to derogatory treatment of their work — typically waived in invention assignment agreements.",{"term":280,"definition":281},"Assignor","The individual (employee, contractor, or founder) who creates the invention and transfers ownership to the company under the agreement.",{"term":283,"definition":284},"Assignee","The company or entity receiving ownership of the inventions and IP rights under the agreement.",{"term":286,"definition":287},"Residuals Clause","A provision stating that an employee retains the right to use general knowledge, skills, and experience gained during employment — but not specific confidential information — in subsequent roles.",[289,294,299,304,308,313,318,323,328,333],{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Definitions","Establishes precise meanings for key terms — 'Invention,' 'Confidential Information,' 'Company Business,' and 'Related Fields' — to set the boundaries of what is and is not assigned.","'Invention' means any invention, discovery, improvement, development, concept, design, process, formula, algorithm, or work of authorship, whether or not patentable, that [EMPLOYEE/CONTRACTOR NAME] conceives, develops, or reduces to practice, alone or jointly, during the term of engagement with [COMPANY NAME].","Defining 'Invention' so broadly it sweeps in work the employee did entirely outside work hours, unrelated to the company's business — courts in several jurisdictions void overbroad assignments and may void the entire clause.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Scope of Assignment","The core operative clause: transfers all right, title, and interest in covered inventions to the company, including patent rights, copyright, trade secrets, and all related IP, effective at the moment of creation.","[EMPLOYEE/CONTRACTOR NAME] hereby irrevocably assigns to [COMPANY NAME], without additional compensation, all right, title, and interest in and to any and all Inventions developed during the term of engagement that (a) relate to the Company's current or reasonably anticipated business, (b) result from work performed for the Company, or (c) are developed using the Company's equipment, facilities, or Confidential Information.","Omitting the phrase 'and all related worldwide patent rights, copyrights, trade secrets, and other intellectual property rights.' Without this language, the assignment may not transfer foreign IP rights, leaving gaps for internationally active companies.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Prior Inventions Disclosure Schedule","Requires the signer to list all inventions they conceived before the engagement and want excluded from the assignment — anything not listed is presumed assigned to the company.","Schedule A attached hereto lists all inventions, original works of authorship, developments, concepts, and trade secrets that [EMPLOYEE/CONTRACTOR NAME] has made or conceived prior to the commencement of engagement with [COMPANY NAME] and that are not assigned hereunder. If Schedule A is blank or not attached, [EMPLOYEE/CONTRACTOR NAME] represents that there are no Prior Inventions.","Leaving Schedule A blank rather than explicitly listing 'None.' A blank schedule creates ambiguity — the employee may later claim they intended to list prior inventions but forgot, creating a disputed carve-out.",{"name":268,"plain_english":305,"sample_language":306,"common_mistake":307},"Requires the employee or contractor to promptly report all inventions covered by the agreement to a designated company representative, enabling the company to assess ownership and file patents before public disclosure.","[EMPLOYEE/CONTRACTOR NAME] agrees to promptly disclose to [COMPANY NAME], in writing, all Inventions as they arise during the term of engagement. Such disclosure shall be made to [DESIGNATED CONTACT / TITLE] within [30] days of conception or reduction to practice.","Setting a disclosure window of 30 days but not specifying the recipient or format. Vague disclosure obligations go unfulfilled — name a specific role (e.g., General Counsel or CTO) and require a written summary.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Work Made for Hire Acknowledgment","Acknowledges that all copyrightable works created within the scope of employment are 'works made for hire' under the Copyright Act, owned by the company from creation — and adds an assignment as a fallback in jurisdictions or situations where the doctrine does not apply automatically.","[EMPLOYEE/CONTRACTOR NAME] acknowledges that all works of authorship created within the scope of engagement are 'works made for hire' as defined under 17 U.S.C. § 101. To the extent any such work does not qualify as a work made for hire, [EMPLOYEE/CONTRACTOR NAME] hereby irrevocably assigns all copyright and related rights thereto to [COMPANY NAME].","Relying solely on the work-made-for-hire doctrine without a backup assignment clause. Independent contractors do not create works made for hire under US law for most categories of work — explicit assignment is required.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Assistance and Power of Attorney","Requires the signer to cooperate in executing patent applications and IP transfer documents after termination, and grants the company a limited power of attorney to act on their behalf if they are unavailable or uncooperative.","[EMPLOYEE/CONTRACTOR NAME] agrees to execute all documents and take all actions reasonably requested by [COMPANY NAME] to perfect, record, and enforce its rights in Inventions. In the event [EMPLOYEE/CONTRACTOR NAME] is unavailable or refuses to cooperate, [EMPLOYEE/CONTRACTOR NAME] hereby appoints [COMPANY NAME] as attorney-in-fact for the limited purpose of executing such documents.","Omitting the power of attorney entirely. If a former employee is unreachable or hostile, the company cannot execute a patent assignment without this clause, which can delay or block a patent prosecution.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Confidentiality Obligation","Prohibits the signer from disclosing or using the company's confidential information — trade secrets, product roadmaps, customer data, financials — during and after the engagement.","[EMPLOYEE/CONTRACTOR NAME] agrees not to use or disclose any Confidential Information of [COMPANY NAME] during or after the term of engagement, except as required to perform assigned duties, without prior written consent. This obligation survives termination indefinitely for trade secrets and for [3] years for other Confidential Information.","Setting the same survival period for trade secrets and general confidential information. Trade secret protection has no expiration under the Defend Trade Secrets Act and most state laws — a fixed expiration for trade secrets can inadvertently limit protection.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Moral Rights Waiver","In jurisdictions that recognize moral rights (Canada, UK, EU), the signer waives the right to be identified as creator and to object to modifications — enabling the company to freely commercialize and adapt the IP.","To the fullest extent permitted by applicable law, [EMPLOYEE/CONTRACTOR NAME] hereby irrevocably waives any and all moral rights, including the right of integrity and the right of attribution, in and to all Inventions and works of authorship assigned to [COMPANY NAME] hereunder.","Omitting the moral rights waiver from agreements with employees or contractors in Canada, the UK, or the EU. Moral rights survive assignment in those jurisdictions and can prevent the company from modifying or sublicensing the work without the creator's consent.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Carve-out for Statutory Employee Protections","Limits the assignment to comply with state and provincial statutes that protect employees' rights to inventions made entirely on their own time, with their own resources, and unrelated to the company's business.","Notwithstanding the foregoing, this Agreement does not apply to any Invention that [EMPLOYEE/CONTRACTOR NAME] developed entirely on their own time, without using Company equipment, facilities, or trade secrets, and which does not relate to the Company's business or reasonably anticipated research and development, as provided under [APPLICABLE STATUTE].","Omitting the statutory carve-out language for California, Delaware, Illinois, Minnesota, North Carolina, or Washington employees. Assignments that violate these statutes are void in those states — not narrowed, void — potentially eliminating the entire clause.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Governing Law and Dispute Resolution","Specifies the jurisdiction whose law governs the agreement and the forum for resolving disputes — typically the company's home state or province, with arbitration for efficiency.","This Agreement shall be governed by and construed in accordance with the laws of [STATE/PROVINCE/COUNTRY], without regard to conflicts-of-law principles. Any dispute arising hereunder shall be resolved by binding arbitration administered by [AAA/JAMS/ADR INSTITUTE] in [CITY], except that either party may seek injunctive or equitable relief in any court of competent jurisdiction.","Choosing a governing law state that has no employment connection to where the employee works. California courts, for example, apply California law to protect California employees regardless of a contrary choice-of-law clause.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Identify the parties and their roles","Enter the company's full registered legal name as assignee and the individual's full legal name as assignor. Specify whether the individual is an employee, independent contractor, or founder — this affects which statutory protections and work-made-for-hire rules apply.","Always use the legal entity name, not a trade name or DBA. An IP assignment running to the wrong entity creates a title defect that must be corrected before a patent can be transferred or a funding round can close.",{"step":345,"title":346,"description":347,"tip":348},2,"Define the scope of covered inventions precisely","Complete the definition of 'Company Business' and 'Related Fields' to reflect what the company actually does and is reasonably developing. Overly broad definitions are struck down by courts; overly narrow ones leave gaps in coverage.","Review your company's business plan or product roadmap before filling in this field — the definition should match your actual and planned activities, not a generic industry description.",{"step":350,"title":351,"description":352,"tip":353},3,"Complete the prior inventions schedule","Ask the signer to list every invention, open-source project, side project, or IP they want excluded from the assignment. If there are none, have them write 'None' explicitly on Schedule A and initial it.","Review the prior inventions list carefully for anything that overlaps with your core technology before signing. If there is a conflict, resolve it with a separate license or exclusion negotiation before the agreement is executed.",{"step":355,"title":356,"description":357,"tip":358},4,"Insert the statutory carve-out for applicable states or provinces","If the employee works in California, Delaware, Illinois, Minnesota, North Carolina, or Washington, include the jurisdiction-specific statutory carve-out language in the assignment scope clause. Omitting it voids the assignment in those states.","Maintain a jurisdiction-specific addendum for each high-risk state rather than a single generic carve-out — the statutory language requirements differ by state and an imprecise carve-out can itself cause problems.",{"step":360,"title":361,"description":362,"tip":363},5,"Set the disclosure obligation details","Name the specific company representative (by title) to whom inventions must be reported, set a disclosure window (30 days is standard), and specify that disclosure must be in writing.","Designate the General Counsel or CTO as the disclosure recipient — not a direct manager who may change — to ensure continuity as the organization grows.",{"step":365,"title":366,"description":367,"tip":368},6,"Add the moral rights waiver for non-US signers","For employees or contractors in Canada, the UK, Australia, or any EU member state, include an explicit moral rights waiver. This is a separate clause from the assignment itself and must comply with the local statute's waiver requirements.","In Canada, moral rights can only be waived — not assigned. Confirm the waiver language complies with the Copyright Act (Canada) section 14.1 before relying on it.",{"step":370,"title":371,"description":372,"tip":373},7,"Execute before the first day of work","Both parties must sign the agreement before or on the employee's or contractor's first day. Post-start-date signatures raise a fresh-consideration problem in common-law jurisdictions and may void the assignment.","Use Business in a Box eSign to timestamp execution and store the fully-executed copy with a permanent audit trail. Include the signed agreement in the employee's onboarding documentation.",{"step":375,"title":376,"description":377,"tip":378},8,"Retain executed copies and calendar a review cycle","Store the signed agreement in the company's IP management system alongside the prior inventions schedule. Set a calendar reminder to review the agreement annually as the company's business expands into new areas.","If the company's technology direction changes materially — new product lines, acquisitions, or new R&D fields — issue an updated agreement to all relevant employees, with documented consideration for the amendment.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Signing after the employee's first day","In common-law jurisdictions, an employee who has already started work provided no fresh consideration for a post-start agreement. Courts have voided IP assignments, confidentiality obligations, and assignment clauses on this basis — leaving the company without enforceable rights to inventions already created.","Execute the agreement on or before the first day of employment. If circumstances require a later signature, document a specific additional benefit — a bonus, equity grant, or salary increase — as fresh consideration at the time of signing.",{"mistake":385,"why_it_matters":386,"fix":387},"Omitting the prior inventions schedule","Without a completed Schedule A, a signer can later claim that code, algorithms, or designs predating their employment were pre-existing inventions, creating a disputed title that can block patent prosecution or a funding round.","Make completion of Schedule A — with either a list of prior inventions or an explicit 'None' — a mandatory step in the onboarding checklist before the agreement is countersigned.",{"mistake":389,"why_it_matters":390,"fix":391},"Using an overbroad assignment covering all inventions regardless of connection to company business","California, Delaware, Illinois, Minnesota, North Carolina, and Washington have statutes that void assignments covering inventions made entirely on the employee's own time with no connection to company business. An overbroad assignment is void in those states — not narrowed — potentially eliminating the entire IP clause.","Include jurisdiction-specific statutory carve-out language and limit the assignment scope to inventions that use company resources, relate to company business, or result from work performed for the company.",{"mistake":393,"why_it_matters":394,"fix":395},"Relying solely on work-made-for-hire doctrine for contractor deliverables","Under US copyright law, independent contractors do not create works made for hire for most categories of work — including software — without a written agreement and even then only for certain enumerated categories. Absent an explicit assignment clause, the contractor may retain copyright ownership.","Always include a standalone assignment clause in agreements with contractors, regardless of whether work-made-for-hire language is also present. The assignment operates as a fallback that transfers ownership even if the doctrine does not apply.",{"mistake":397,"why_it_matters":398,"fix":399},"Omitting the power of attorney provision","Without a power of attorney, the company cannot execute patent assignments or file continuation applications if a former employee is unresponsive, overseas, or actively refuses to cooperate — a situation that arises frequently in contested departures.","Include a limited, irrevocable power of attorney clause authorizing the company to execute IP transfer documents on the inventor's behalf, coupled with a covenant by the inventor to cooperate if called upon.",{"mistake":401,"why_it_matters":402,"fix":403},"Skipping the moral rights waiver for international employees","Moral rights survive an IP assignment in Canada, the UK, Australia, and most EU member states. Without a waiver, the creator retains the right to object to modifications, sublicensing, or rebranding of assigned work — a right that can block product commercialization.","Add a jurisdiction-appropriate moral rights waiver clause for every signer outside the United States. For Canadian employees, confirm the waiver language meets the Copyright Act (Canada) section 14.1 requirements.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is an invention assignment agreement?","An invention assignment agreement is a contract in which an employee, contractor, or founder transfers ownership of any inventions, patents, software, and related intellectual property they create in connection with their work to the company. It ensures the company — not the individual — holds clear legal title to all IP that underpins the business, which is essential for raising investment, prosecuting patents, and commercializing products.\n",{"question":409,"answer":410},"Is an invention assignment agreement legally required?","No federal US law requires a standalone invention assignment agreement, but without one the company may not automatically own IP created by employees — and almost certainly does not own IP created by independent contractors. Investors and acquirers treat a missing or unsigned agreement as a material title defect that must be remedied before closing. Many employment contracts include invention assignment clauses, but a standalone agreement provides stronger, cleaner documentation.\n",{"question":412,"answer":413},"What is the difference between an invention assignment agreement and an NDA?","An NDA (non-disclosure agreement) prohibits a party from sharing confidential information — it protects secrecy but does not transfer IP ownership. An invention assignment agreement transfers ownership of inventions and IP to the company. The two obligations are complementary and often appear in the same document or in companion agreements signed at onboarding. An NDA alone does not give the company ownership of anything the employee creates.\n",{"question":415,"answer":416},"Does an invention assignment agreement cover software and code?","Yes. A properly drafted agreement covers software, source code, algorithms, database schemas, and related documentation as both copyrightable works and potentially patentable inventions. The work-made-for-hire doctrine provides a copyright basis for employee-written code, but an explicit assignment clause is required for contractor-written code and as a fallback for employee code where the doctrine is disputed.\n",{"question":418,"answer":419},"Can an employee keep any inventions they create?","Yes — the statutory carve-out in California, Delaware, Illinois, Minnesota, North Carolina, and Washington protects inventions made entirely on the employee's own time, using no company resources, and unrelated to the company's business or anticipated R&D. Employees in those states retain rights to qualifying personal inventions regardless of what the contract says. Outside those states, employees typically retain only inventions they explicitly list on the prior inventions schedule before signing.\n",{"question":421,"answer":422},"When should an invention assignment agreement be signed?","The agreement must be signed before or on the employee's or contractor's first day of work. In common-law jurisdictions — including the US, Canada, and the UK — a contract signed after the start of employment may lack fresh consideration, which can render the IP assignment and any restrictive covenants unenforceable. If a company discovers unsigned agreements after onboarding, it should provide documented additional consideration when obtaining the late signature.\n",{"question":424,"answer":425},"Does an invention assignment agreement cover inventions made before employment?","No — prior inventions are carved out and listed on a Schedule A attached to the agreement. The employee or contractor discloses inventions they conceived before the engagement that they want to retain. Anything not listed on Schedule A is generally presumed to fall within the assignment scope, which is why it is critical for the signer to complete Schedule A carefully and for the company to review it for potential conflicts with its core technology.\n",{"question":427,"answer":428},"Do I need a separate invention assignment agreement if IP assignment is already in the employment contract?","An IP assignment clause embedded in an employment contract provides substantial protection, but a standalone invention assignment agreement has advantages: it is more detailed, it includes the prior inventions schedule as an integrated exhibit, it covers contractors and founders who are not employees, and it survives termination of the employment relationship as an independent document. For companies with significant IP value, a standalone agreement is the more defensible approach.\n",{"question":430,"answer":431},"What happens to IP assignment if the company is acquired?","Properly executed invention assignment agreements run with the IP — meaning ownership transfers automatically to the acquirer as part of the acquisition. The acquiring company will conduct IP due diligence to confirm that every employee and contractor who worked on core technology has a signed agreement on file. Missing agreements are one of the most common issues that delay or reprice M&A transactions, sometimes requiring the target to obtain retroactive signatures before closing.\n",[433,437,441,445],{"industry":434,"icon_asset_id":435,"specifics":436},"Technology / SaaS","industry-saas","Core product code, proprietary algorithms, machine-learning models, and API designs must be cleanly assigned to the company before any investor will fund or any acquirer will close — making signed agreements a hard diligence requirement.",{"industry":438,"icon_asset_id":439,"specifics":440},"Pharmaceuticals and Biotech","industry-healthtech","Lab notebook protocols, compound formulas, and research discoveries may be independently patentable by the scientist without a robust assignment clause — agreements must cover joint inventions and university-transition IP carefully.",{"industry":442,"icon_asset_id":443,"specifics":444},"Manufacturing and Engineering","industry-manufacturing","Process improvements, tooling designs, and manufacturing methods created on the shop floor by employees represent significant trade-secret and patent value that requires explicit assignment to remain with the company after turnover.",{"industry":446,"icon_asset_id":447,"specifics":448},"Creative and Marketing Agencies","industry-marketing","Creative work product — campaigns, brand assets, copy, and software tools — built by contractors is not automatically owned by the agency under US copyright law, making assignment agreements with every freelancer essential.",[450,452,455,458],{"vs":245,"vs_template_id":246,"summary":451},"An NDA protects confidential information by prohibiting disclosure — it does not transfer any IP ownership to the company. An invention assignment agreement does both: it restricts disclosure and transfers legal title to inventions. Both documents are typically signed at onboarding, but serving different legal functions.",{"vs":453,"vs_template_id":250,"summary":454},"Employment Contract with IP Clause","An employment contract may include a brief IP assignment clause, but it rarely contains the prior inventions schedule, power of attorney, moral rights waiver, and statutory carve-outs needed for full IP protection. A standalone invention assignment agreement provides more complete coverage and survives independently if the employment contract is challenged or superseded.",{"vs":121,"vs_template_id":456,"summary":457},"independent-contractor-agreement-D160","An independent contractor agreement governs the scope and payment terms of a project engagement. It may include IP assignment language, but work-made-for-hire protections do not apply automatically to contractors under US law — making a standalone or integrated invention assignment clause essential for any contractor who creates valuable IP.",{"vs":241,"vs_template_id":459,"summary":460},"D{PATENT_ASSIGNMENT_ID}","A patent assignment agreement transfers ownership of a specific, already-issued or applied-for patent from one party to another — it is a targeted, transactional document. An invention assignment agreement is a forward-looking contract that captures all future inventions during an engagement. Companies typically need both: the invention assignment for ongoing employees, and a patent assignment when recording a specific transfer with a patent office.",{"use_template":462,"template_plus_review":466,"custom_drafted":470},{"best_for":463,"cost":464,"time":465},"Startups and small businesses onboarding employees or contractors in standard domestic roles without complex prior IP ownership questions","Free","15–30 minutes per onboarding",{"best_for":467,"cost":468,"time":469},"Companies hiring technical founders, key engineers with existing IP, or employees in California or other states with restrictive assignment statutes","$300–$700 for a one-time attorney review of your standard template","2–5 business days",{"best_for":471,"cost":472,"time":473},"Biotech, pharma, or deep-tech companies with complex inventorship questions, joint-development arrangements, or multi-jurisdiction workforces","$1,500–$5,000+ depending on complexity","1–3 weeks",[475,480,485,490],{"code":476,"name":477,"flag_asset_id":478,"note":479},"us","United States","flag-us","Six states — California, Delaware, Illinois, Minnesota, North Carolina, and Washington — have statutes that void invention assignments covering inventions made entirely on the employee's own time with no connection to company business. California Labor Code §2870 is the most commonly litigated. The Defend Trade Secrets Act (DTSA) provides a federal civil cause of action for trade secret misappropriation. The FTC's non-compete rule (challenged in court as of 2025) may affect combined invention assignment and non-compete agreements — monitor current status.",{"code":481,"name":482,"flag_asset_id":483,"note":484},"ca","Canada","flag-ca","Canada's Copyright Act provides that works made by employees in the course of employment belong to the employer, but independent contractor works are owned by the creator without explicit assignment. Moral rights cannot be assigned under the Copyright Act (Canada) — only waived — making a proper waiver clause essential. Quebec employers must provide French-language agreements for employees covered by the Charter of the French Language.",{"code":486,"name":487,"flag_asset_id":488,"note":489},"uk","United Kingdom","flag-uk","Under the Patents Act 1977, inventions made by an employee in the normal course of duties or in circumstances where a duty to further the employer's interests exists automatically belong to the employer — but only for patents, not copyright or other IP. The Copyright, Designs and Patents Act 1988 (CDPA) vests copyright in employer-created works with the employer. Moral rights under the CDPA can be waived in writing but not assigned. A standalone agreement provides cleaner documentation than relying on statutory defaults alone.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"eu","European Union","flag-eu","EU member states vary widely in their approach to employee invention ownership. Germany's Arbeitnehmererfindungsgesetz requires employers to formally claim employee inventions within four months and may require additional compensation beyond salary, especially for patented inventions. France provides statutory supplementary remuneration rights for employee inventors. The EU Trade Secrets Directive (2016/943) harmonizes trade secret protection across member states. Moral rights are recognized across the EU and generally cannot be fully waived in countries like France and Germany.",[246,250,456,496,497,498,254,499,500,501,502,503],"employment-agreement-executive-D543","general-non-compete-agreement-D882","confidentiality-agreement-D950","joint-venture-agreement-D889","technology-licensing-agreement-D13434","founders-agreement-D12653","employee-handbook-D712","job-offer-letter-long-D12769",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":96,"secondary_folder":506,"document_type":507,"industry":508,"business_stage":509,"tags":510,"confidence":516},"intellectual-property-and-licensing","agreement","general","all-stages",[511,512,513,514,515],"intellectual-property","employment","contractor","invention-assignment","patent",0.95,"\u003Ch2>What is an Invention Assignment Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Invention Assignment Agreement\u003C/strong> is a legally binding contract in which an employee, independent contractor, or co-founder transfers ownership of all inventions, patents, software, trade secrets, and other intellectual property they create in connection with their work to the company. Unlike a non-disclosure agreement, which restricts what a person can share, an invention assignment agreement determines who legally owns what was created. Without it, the default rule in most jurisdictions is that the individual — not the company — retains ownership of IP they produce, subject to narrow statutory exceptions. The agreement operates at the moment of creation, meaning the company takes title to a covered invention the instant it is conceived, without any further action required by either party.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>The most expensive IP disputes in startup history share a common origin: a founder, early engineer, or contractor who never signed an invention assignment agreement. Investors conduct IP diligence before every funding round, and a single unsigned agreement from a key contributor can delay or kill a term sheet until the gap is remedied — often at significant legal cost and leverage loss. Acquirers impose the same requirement at closing, and a missing agreement from a developer who wrote core product code creates a title defect that can reprice or block an M&A transaction. Even absent a capital event, an employee who departs without a signed agreement retains rights to improvements, processes, and inventions they created while on your payroll. This template gives you a signed, dated, prior-inventions-scheduled agreement for every employee and contractor before they produce a single line of code or a single patentable idea — the lowest-cost insurance available against losing ownership of the technology your entire business depends on.\u003C/p>\n",1781185943127]