[{"data":1,"prerenderedAt":530},["ShallowReactive",2],{"document-proprietary-information-and-inventions-agreement-D554":3},{"document":4,"label":26,"preview":11,"thumb":27,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":28,"breadcrumb":32,"related":38,"customDescModule":177,"customdescription":6,"mdFm":178,"mdProseHtml":529},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":25},"Employee Proprietary Information and Inventions Agreement In consideration of my employment by [YOUR COMPANY NAME], (the \"Company\"), I hereby agree to the following restrictions placed on my use and development of information, technology, ideas and inventions: Proprietary Information Restrictions on Proprietary Information I agree that, during my employment and after, I will hold the Proprietary Information of the Company in strict confidence and will neither use the information nor disclose it to anyone, except to the extent necessary to carry out my responsibilities as an employee of the Company or as specifically authorized in writing by a duly authorized officer of the Company. I understand that \"Proprietary Information\" means all information pertaining in any manner to the business of the Company or its affiliates, consultants, or business associates, unless: the information is or becomes publicly known through lawful means; the information was part of my general knowledge prior to my employment by the Company; or the information is disclosed to me without restriction by a third party who rightfully possesses the information and did not learn of it from the Company. This definition includes, but is not limited to, (A) schematics, techniques, development tools, processes, computer printouts, computer programs, design drawings and manuals, electronic codes, formulas and improvements; (B) information about costs, profits, markets, sales, customers, and bids; (C) plans for business, marketing, future development and new product concepts; and (D) employee personnel files and information about employee compensation and benefits. Prior Actions and Knowledge Except as disclosed on Schedule A to this Agreement, I do not know anything about the Company's business or Proprietary Information, other than information I have learned from the Company in the course of being hired and employed. Third Party Information I recognize that the Company has received and will receive confidential or proprietary information from third parties. I will hold all such information in the strictest confidence and will not use the information or disclose it to anyone (except as necessary in carrying out my work for the Company consistent with the Company's agreement with such third party). Interference with Business I agree that during my employment with the Company and for a period of [NUMBER] year after termination of my employment with the Company, I shall not directly or indirectly (i) divert or attempt to divert from the Company (or any affiliate) any business of any kind in which it is engaged, including, without limitation, the solicitation of or interference with any of its suppliers or customers or (ii) solicit, induce, recruit or encourage any person employed by the Company to leave their employment. Inventions Assignment of Inventions I agree to assign to the Company, without further consideration, my entire right, title, and interest (throughout the [COUNTRY] and in all foreign countries), free and clear of all liens and encumbrances, in and to all Inventions. Notwithstanding the foregoing, the Company may, in its discretion, agree to provide consideration for certain Inventions through a written agreement between the Company and the undersigned which specifically provides for such consideration; in all other cases, no consideration shall be paid. The Inventions shall be the sole property of the Company, whether or not copyrightable or patentable. In addition, I agree to maintain adequate and current written records on the development of all Inventions, which shall also remain the sole property of the Company. I understand that \"Inventions\" means all ideas, processes, inventions, technology, designs, formulas, discoveries, patents, copyrights, and trademarks, and all improvements, rights, and claims related to the foregoing, that are conceived, developed, or reduced to practice by me alone or with others except Inventions excluded in Schedule A: Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either: Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer. Result from any work performed by the employee for the employer. License for Other Inventions If, in the course of my employment, with the Company, I incorporate into Company property an invention owned by me or in which I have an interest, the Company is granted a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, modify, use and sell my invention as part of and in connection with the Company property. Assist With Registration In the event any Invention shall be deemed by the Company to be copyrightable or patentable or otherwise registrable, I will assist the Company (at its expense) in obtaining and maintaining letters patent or other applicable registrations and in vesting the Company with full title. Should the Company be unable to secure my signature on any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or other right or protection relating to any Invention, due to my incapacity or any other cause, I hereby irrevocably designate and appoint the Company and each of its duly authorized officers and agents as my agent and attorney-in-fact to do all lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, or other rights or protection with the same force and effect as if executed and delivered by me. Disclosure I agree to disclose promptly to the Company all Inventions and relevant records. I further agree to promptly disclose to the Company any idea that I do not believe to be an Invention, but is conceived, developed, or reduced to practice by me (alone or with others) while I am employed by the Company or during the one-year period following termination of my employment. I will disclose the idea, along with all information and records pertaining to the idea, and the Company will examine the disclosure in confidence to determine if in fact it is an Invention subject to this Agreement. Post-Termination Period I agree that any idea, invention, writing, discovery, patent, copyright, or trademark or similar item, or improvement shall be presumed to be an Invention if it is conceived, developed, used, sold, exploited, or reduced to practice by me or with my aid within [NUMBER] year after my termination of employment with the Company. I can rebut the above presumption if I prove that the idea, invention, writing, discovery, patent, copyright, or trademark or similar item, or improvement is not an Invention covered by this Agreement. 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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",513,"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":96,"description":6},"non disclosure agreement nda",[98,100],{"label":23,"url":99},"business-legal-agreements",{"label":101,"url":102},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":91,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":113,"keywords":112,"url":119},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","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":112,"description":6},"employment agreement_at will employee",[114,116,118],{"label":17,"url":115},"human-resources",{"label":20,"url":117},"hire-employee",{"label":23,"url":99},"/template/employment-agreement_at-will-employee-D541",{"description":121,"descriptionCustom":6,"label":122,"pages":8,"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",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":17,"url":115},{"label":20,"url":117},{"label":23,"url":99},"employment agreement executive","/template/employment-agreement-executive-D543",{"description":150,"descriptionCustom":6,"label":151,"pages":152,"size":91,"extension":10,"preview":153,"thumb":154,"svgFrame":155,"seoMetadata":156,"parents":158,"keywords":157,"url":163},"REMOTE WORK AGREEMENT This Remote Work Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF THE EMPLOYER], (the \"Employer\" or \"Company\"), a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF THE EMPLOYEE], (the \"Employee\"), an individual with their main address located at: [COMPLETE ADDRESS] Collectively, the Employer and the Employee shall be referred to as the \"Parties.\" WHEREAS, the Company has made an offer to the Employee to work remotely in the capacity of [JOB TITLE] at the Company; NOW THEREFORE in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: APPOINTMENT The Company hereby offers the Employee appointment, and the Employee agrees to serve the Company to work remotely in the capacity of [JOB TITLE] as of [DATE] (the \"Effective Date\"). PROBATION PERIOD The Employee will be on a Probation Period for a period of [MONTHS/DAYS]. The Employee's confirmation as a permanent employee is subject to the Employee making a positive contribution to the Company and is further subject to meeting certain standards and qualifying criteria during the Probation Period. PLACE OF WORK The Employee shall perform their duties at the location of their choice. The Employee will report to the [SPECIFY THE DESIGNATION] on a needs basis in the following manner: [SPECIFY THE MANNER OF COMMUNICATION]. REMOTE WORK While working remotely, the Employee will remain accessible during the remote work. The Employee will check in with the supervisor to discuss status and open issues and be available for video/teleconferences, scheduled on an as-needed basis. The Employee will take rest and meal breaks while working remotely in full compliance with all applicable policies or collective bargaining agreements, and request supervisor approval to use vacation or sick leave. To ensure that the Employee's performance will not suffer in a remote work arrangement, the Employee is advised to choose a quiet and distraction-free working space, have an internet connection that is adequate for their job and dedicate their full attention to their job duties during working hours. Equipment. The Company will provide the Employee with equipment that is essential to their job duties, like laptops and headsets. The Employee will install VPN and company-required software when the Employee receives their equipment. The Employee must keep their equipment password protected, follow all data encryption, protection standards and settings, and refrain from downloading suspicious, unauthorized or illegal software. NOTICE PERIOD During the Probation Period, if the Employee's performance is found to be unsatisfactory or if it does not meet the prescribed criteria, the Employee's employment can be terminated by the Company with [NUMBER OF DAYS] day's notice or salary thereof. The Employee will be required to give [NUMBER OF MONTHS] months' notice or salary thereof in case the Employee decides to leave the Company. DUTIES The Employee shall perform all such duties as may be delegated by the Company and comply with all such directions as the Managing Director and/or his/her nominated deputies may from time to time assign or give to the Employee. [SPECIFY DUTIES] WORKING HOURS The total working hours will be [SPECIFY HOURS] hours on Mondays to Saturdays. It is expected that the Employee will be flexible with the working hours and work such additional hours as might be necessary to efficiently perform duties under this Agreement. The Company reserves the right to change the working days and the working hours. The Employee shall be entitled to leave and holidays as per the Leave Policy of the Company. In the event the Employee is absent from work and unable to perform duties satisfactorily by reason of any injury, illness or other reason acceptable to the Company, the Employee will be entitled to receive salary and other benefits for up to [NUMBER OF DAYS] consecutive working days during any such absence, within a period of 12 consecutive months. REMUNERATION The Employee's starting total monthly gross salary and during the Probation Period will be as per details in the annexure, hereinafter known as Exhibit A. Any bonus is subject to review in accordance with the Company's practice and policies from time to time, however, there shall be no obligation on the Company to increase the salary or award bonuses at any point of time, save and except at its sole discretion. The Company shall pay or refund or procure to be paid or refunded all reasonable travelling and other similar out of pocket expenses necessarily and incurred by the Employee wholly in the proper performance of duties, subject to production by the Employee of such evidence of the expenses as the Company may reasonably require. The Employee will be required to fill in the claims forms in which the Employee shall provide the correct information of the expenses incurred. CONFIDENTIALITY AND INTELLECTUAL PROPERTY If at any time during the Employee's employment under this Agreement, the Employee participates in the making or discovery of any Intellectual Property directly or indirectly relating to or capable of being used by the Company, full details of the Intellectual Property shall immediately be disclosed in writing by the Employee to the Company and the Intellectual Property shall be the absolute property of the Company. At the request and expense of the Company, the Employee shall give and supply all such information, data, drawings, and assistance as may be necessary or in the opinion of the Company desirable to enable the Company to exploit the Intellectual Property to the best advantage as decided by the Company. The Employee shall execute all documents and do all things which may, in the opinion of the Company, be necessary or desirable for obtaining copyright, design or other protection for the Intellectual Property and for vesting the same in the Company, as the Company may direct. As Confidential Information will from time to time become known to the Employee, the Company considers and the Employee agrees that the restraints set forth in this Agreement are necessary for the reasonable protection by the Company of its business or the business of the Group, the clients thereof or their respective affairs. The Employee shall not at any time, either during the continuance of or after the termination of Employment with the Company, use, disclose or communicate to any person whatsoever any Confidential Information which the Employee has or of which he may have become possessed during employment with the Company nor shall he supply the names or addresses of any clients, customers, vendors or agents of the Company or any company of the Group to any person except as authorised by the Company or as ordered by a court of competent jurisdiction. The Employee consents to the Company holding and processing, both electronically and manually, the data it collects relating to the Employee in the course of employment, for the purpose of the Company's administration and management of its employees, its business and to comply with applicable procedures, laws and regulations. ","Remote Work Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/remote-work-agreement-D13282.png","https://templates.business-in-a-box.com/imgs/250px/13282.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13282.xml",{"title":157,"description":6},"remote work agreement",[159,160],{"label":17,"url":115},{"label":161,"url":162},"Company Policies","company-policies","/template/remote-work-agreement-D13282",{"description":165,"descriptionCustom":6,"label":166,"pages":167,"size":91,"extension":10,"preview":168,"thumb":169,"svgFrame":170,"seoMetadata":171,"parents":173,"keywords":172,"url":176},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: JOB OFFER FOR [DESCRIBE] Dear [CANDIDATE NAME]: Congratulations! [Company name] is excited to offer you the position of [job title] with an expected start date of [day, month, year] at a starting salary of [dollar amount] per [hour, year, etc.]. You can expect to receive payment [weekly, biweekly, monthly, etc.], starting on [date of first pay period]. We must wrap up a few more formalities, including the successful completion of your [background check, drug screening, reference check, etc.]. As the [job title], you will report to [manager/supervisor name and title] at [workplace location] from [hours of day, days of week]","Job Offer Letter Long","1","https://templates.business-in-a-box.com/imgs/1000px/job-offer-letter-long-D12769.png","https://templates.business-in-a-box.com/imgs/250px/12769.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12769.xml",{"title":172,"description":6},"job offer letter long",[174,175],{"label":17,"url":115},{"label":20,"url":117},"/template/job-offer-letter-long-D12769",false,{"seo":179,"reviewer":191,"legal_disclaimer":195,"quick_facts":196,"at_a_glance":198,"personas":202,"variants":227,"glossary":256,"clauses":290,"how_to_fill":341,"common_mistakes":382,"faqs":407,"industries":438,"comparisons":463,"diy_vs_lawyer":475,"jurisdictions":488,"related_template_ids_curated":509,"schema":516,"classification":517},{"meta_title":180,"meta_description":181,"primary_keyword":182,"secondary_keywords":183},"Proprietary Information And Inventions Agreement | BIB","Free Proprietary Information and Inventions Agreement template. Protect trade secrets and assign employee IP in one document.","proprietary information and inventions agreement template",[184,185,186,187,188,189,190],"piia template","proprietary information agreement template","employee ip assignment agreement","confidential information and inventions agreement","piia word template free","intellectual property assignment employee template","trade secret protection 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},"A Proprietary Information and Inventions Agreement (PIIA) is a legally binding contract between an employer and an employee or contractor that does two things in a single document: it imposes a confidentiality obligation covering all trade secrets and non-public business information, and it assigns to the employer ownership of all inventions, work product, code, and IP created by the individual in connection with the company's business. This free Word download gives you a complete, attorney-informed starting point you can edit online and export as PDF for signature before a new hire's first day.\n","Execute it before a new employee, contractor, or intern starts any work — particularly when the role involves product development, software engineering, research, customer data, or proprietary processes. It is especially critical for startups and technology companies where the IP is the business.\n","Confidentiality obligations covering trade secrets and business information, a broad IP and invention assignment clause, prior inventions carve-out, non-solicitation of employees and customers, return-of-company-property obligations, a no-conflict-of-interest representation, and governing law with dispute resolution provisions.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"Startup founders","Securing IP ownership from early engineers and co-founders before seed funding","persona-startup-founder",{"title":208,"use_case":209,"icon_asset_id":210},"HR managers","Standardizing IP and confidentiality terms across all new hires at onboarding","persona-hr-manager",{"title":212,"use_case":213,"icon_asset_id":214},"Technology CTOs","Protecting proprietary code, algorithms, and product roadmaps from departing engineers","persona-cto",{"title":216,"use_case":217,"icon_asset_id":218},"Small business owners","Formalizing confidentiality and IP assignment for contractors building custom software or creative assets","persona-small-business-owner",{"title":220,"use_case":221,"icon_asset_id":222},"Legal counsel and operations directors","Ensuring investor due diligence reveals clean IP ownership with no employee-created gaps","persona-operations-director",{"title":224,"use_case":225,"icon_asset_id":226},"Research and development managers","Assigning ownership of patentable inventions created by R&D staff to the company entity","persona-rd-manager",[228,232,236,240,244,248,252],{"situation":229,"recommended_template":230,"slug":231},"Hiring a full-time employee who will build core product features","Proprietary Information and Inventions Agreement (Employee)","proprietary-information-and-inventions-agreement-D554",{"situation":233,"recommended_template":234,"slug":235},"Engaging an independent contractor for software development","Independent Contractor Agreement with IP Assignment","independent-contractor-agreement-D160",{"situation":237,"recommended_template":238,"slug":239},"Sharing confidential information with a prospective partner before a PIIA is warranted","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":241,"recommended_template":242,"slug":243},"Hiring an executive who negotiates carve-outs and enhanced severance","Executive Employment Agreement","employment-agreement-executive-D543",{"situation":245,"recommended_template":246,"slug":247},"Onboarding a remote worker in a different country","Remote Work Employment Agreement","remote-work-agreement-D13282",{"situation":249,"recommended_template":250,"slug":251},"Protecting customer lists and pricing information from a departing sales employee","Non-Compete and Non-Solicitation Agreement","non-solicitation-agreement-D13849",{"situation":253,"recommended_template":254,"slug":255},"Assigning IP from a co-founder whose ownership was never formalized","IP Assignment Agreement","ip-sale-agreement-D964",[257,260,263,266,269,272,275,278,281,284,287],{"term":258,"definition":259},"Proprietary Information","Non-public information belonging to a company — including trade secrets, customer lists, financial data, source code, and product roadmaps — that the company has taken steps to keep confidential.",{"term":261,"definition":262},"Invention Assignment","A contractual transfer of ownership of inventions, discoveries, or work product from the creator to the employer, effective at the moment of creation.",{"term":264,"definition":265},"Work Made for Hire","A US copyright doctrine under which certain works created by employees within the scope of employment are automatically owned by the employer rather than the author.",{"term":267,"definition":268},"Prior Inventions Carve-Out","A schedule attached to the PIIA where the employee lists inventions they created before employment that are explicitly excluded from the assignment clause.",{"term":270,"definition":271},"Trade Secret","Commercially valuable confidential information — such as a formula, algorithm, or business method — that derives its value from not being publicly known and is subject to reasonable secrecy measures.",{"term":273,"definition":274},"Non-Solicitation","A post-employment restriction preventing a departing employee from recruiting the company's employees or soliciting its customers for a defined period.",{"term":276,"definition":277},"Moral Rights","Inalienable rights recognized in many jurisdictions — especially the EU and Canada — allowing creators to claim authorship and object to modifications of their work, independent of ownership.",{"term":279,"definition":280},"Conflicting Obligation","A pre-existing duty to a prior employer or third party — such as a non-compete or confidentiality agreement — that could prevent the employee from fully performing their new role.",{"term":282,"definition":283},"Return of Property Obligation","A clause requiring the employee to return all company devices, files, credentials, and physical property immediately upon separation, including copies stored on personal devices.",{"term":285,"definition":286},"Inevitability Doctrine","A legal theory — accepted in some US states — holding that a former employee will inevitably disclose trade secrets in a new role sufficiently similar to their prior one, justifying injunctive relief even without proof of actual disclosure.",{"term":288,"definition":289},"Consideration","Something of value exchanged between parties to make a contract binding — for a PIIA signed at hire, the job offer itself is typically sufficient consideration.",[291,296,301,306,311,316,321,326,331,336],{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Definition of proprietary information","Defines the scope of confidential information covered by the agreement — what counts as proprietary and what is excluded (e.g., publicly available information).","'Proprietary Information' means any information disclosed to Employee or developed by Employee in the course of employment that relates to [COMPANY NAME]'s business, including but not limited to source code, customer data, financial projections, product roadmaps, and trade secrets, except information that (a) is or becomes publicly known through no breach of this Agreement, or (b) Employee can demonstrate was known to them prior to employment.","Defining proprietary information so broadly — 'all information Employee encounters' — that courts find the clause unconscionable and strike it entirely, leaving the company with no protection at all.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Confidentiality obligation","Prohibits the employee from disclosing or misusing proprietary information during and after employment, and requires them to use at least the same precautions to protect it as they would their own confidential information.","Employee shall hold all Proprietary Information in strict confidence, shall not disclose it to any third party without prior written consent of [COMPANY NAME], and shall use it solely to perform their duties. This obligation survives termination of employment indefinitely.","Setting a fixed expiration on the confidentiality duty — e.g., 'for two years after termination' — when trade secret protection under the Defend Trade Secrets Act (US) and equivalent laws is indefinite as long as secrecy is maintained.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Invention and IP assignment","Transfers to the employer full ownership of all inventions, discoveries, improvements, software, and creative works the employee creates in connection with the company's business — including work done on personal time if it relates to the company's actual or anticipated activities.","Employee hereby irrevocably assigns to [COMPANY NAME] all right, title, and interest in and to any Inventions, including all patent, copyright, trade secret, and other intellectual property rights therein, that Employee conceives, develops, or reduces to practice during the term of employment and that (a) relate to [COMPANY NAME]'s current or reasonably anticipated business, or (b) result from work performed using Company resources.","Omitting the 'reasonably anticipated business' language, which leaves a gap for employees to claim inventions in adjacent product areas the company had not yet launched but had clearly been developing.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Prior inventions carve-out","Creates a mechanism for employees to list, on a schedule signed at the same time as the PIIA, any inventions they made before employment that they want excluded from the assignment — preventing the company from inadvertently claiming pre-existing work.","Employee has attached hereto, as Schedule A, a complete list of all inventions, discoveries, and improvements made or conceived by Employee prior to the commencement of employment that Employee wishes to exclude from this Agreement. If no such list is attached, Employee represents that no such prior inventions exist.","Skipping Schedule A entirely. Without it, employees may later claim they assigned personal projects they built before being hired — causing disputes or unwinding patent applications mid-prosecution.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Work made for hire acknowledgment","States that eligible work product created by the employee within the scope of employment is 'work made for hire' under applicable copyright law, vesting ownership in the employer automatically — and that the assignment clause operates as a backup for work that does not qualify as work made for hire.","To the extent any Invention qualifies as a 'work made for hire' under 17 U.S.C. § 101, it is the property of [COMPANY NAME]. To the extent it does not qualify, Employee hereby assigns all rights to [COMPANY NAME] pursuant to Section [X] of this Agreement.","Relying solely on the work-made-for-hire doctrine without a backup assignment clause. The doctrine applies only to employees — not contractors — and only to specific categories of works, leaving significant gaps for software and research output.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"No conflicting obligations representation","The employee warrants that they have no prior agreements — non-competes, confidentiality obligations, or IP assignments — with former employers or third parties that would restrict their ability to perform their new role.","Employee represents that they are not subject to any agreement with any former employer or other party that would prevent them from entering into this Agreement or performing their duties for [COMPANY NAME], and that they will not use or disclose any confidential information of any former employer in performing their work.","Not following up when an employee discloses a prior conflicting agreement in writing. Acknowledging the conflict without resolving it — or documenting a legal opinion that the new role is outside the prior restriction — creates significant litigation risk.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Non-solicitation of employees and customers","Prohibits a departing employee from recruiting the company's staff or soliciting its customers for a defined period after separation.","For a period of [12] months following separation, Employee shall not (a) solicit, recruit, or encourage any employee of [COMPANY NAME] to leave their employment, or (b) solicit any customer or client of [COMPANY NAME] with whom Employee had material contact during the last [24] months of employment.","Using an identical non-solicitation clause regardless of the employee's seniority. Courts are more likely to enforce narrow, role-calibrated restrictions — a broad all-employees clause applied to a junior hire is vulnerable to challenge.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Return of company property","Requires the employee to return all physical and digital company property upon separation, including devices, credentials, files, and any copies stored on personal accounts or hardware.","Upon separation for any reason, Employee shall promptly return to [COMPANY NAME] all devices, access credentials, documents, and other property belonging to [COMPANY NAME], and shall permanently delete any copies of Proprietary Information stored on personal devices, email accounts, or cloud storage.","Forgetting to include cloud storage and personal email accounts. Employees routinely forward files to personal Gmail or Dropbox accounts before resigning — omitting these from the return obligation leaves the company without a contractual basis to demand deletion.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Moral rights waiver","To the extent permitted by applicable law, the employee waives any moral rights they hold in work product created for the company — preventing them from claiming authorship credit or objecting to the company modifying or sublicensing the work.","To the fullest extent permitted by applicable law, Employee hereby irrevocably waives any and all moral rights Employee may have in any Invention or work product assigned to [COMPANY NAME] under this Agreement, including the right to be identified as author and the right to object to derogatory treatment.","Omitting the moral rights waiver for employees based in Canada, the EU, or the UK, where moral rights cannot be assigned but can be waived by contract — leaving the company exposed to authorship claims even after a valid IP assignment.",{"name":337,"plain_english":338,"sample_language":339,"common_mistake":340},"Governing law and dispute resolution","Specifies which jurisdiction's law governs interpretation and enforcement, and how disputes will be resolved — typically binding arbitration for claims below a threshold, with carve-outs for injunctive relief.","This Agreement shall be governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute arising hereunder shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY], except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm from a breach or threatened breach of this Agreement.","Choosing a governing law with no connection to where the employee actually works. California, for example, applies its own law regardless of a choice-of-law clause when the employee performs work there — and its law voids many standard PIIA provisions.",[342,347,352,357,362,367,372,377],{"step":343,"title":344,"description":345,"tip":346},1,"Identify the parties and effective date","Enter the employer's full registered legal entity name and the employee's or contractor's legal name as it appears on government ID. Set the effective date to on or before the individual's first day of work.","Use the same entity name that appears on payroll and corporate registration documents — a mismatch between the PIIA and the employment contract can create gaps in the IP chain of title during investor due diligence.",{"step":348,"title":349,"description":350,"tip":351},2,"Tailor the proprietary information definition","Review the default definition and add any categories of information specific to your business — proprietary algorithms, clinical data, customer pricing, manufacturing processes, or formulation data. Remove categories that are clearly inapplicable to avoid overbreadth challenges.","Courts apply a reasonableness standard. A definition that captures genuinely confidential categories is far more enforceable than a catch-all clause that purports to make every internal email proprietary.",{"step":353,"title":354,"description":355,"tip":356},3,"Scope the invention assignment to your business","In the assignment clause, confirm the description of the company's 'current or reasonably anticipated business' accurately reflects your actual and planned product areas. For a SaaS company, this might include 'software products, APIs, and AI/ML systems'; for a biotech, it would reference 'drug candidates, assays, and diagnostic tools.'","Have an engineer or product manager review this language — they will spot gaps or overbreadth that a lawyer unfamiliar with your technology stack might miss.",{"step":358,"title":359,"description":360,"tip":361},4,"Complete Schedule A — prior inventions","Give the employee time before signing to list any pre-existing personal projects, open-source contributions, patents, or inventions they want excluded from the assignment. Attach the completed Schedule A before both parties sign.","If an employee submits a long Schedule A, flag each item for legal review before countersigning — some prior inventions may actually belong to a former employer, creating a chain-of-title problem.",{"step":363,"title":364,"description":365,"tip":366},5,"Set non-solicitation duration and scope","Enter the post-employment restriction period — typically 12 months for most employees, up to 24 months for senior leaders with deep customer or team relationships. Limit the customer non-solicitation to clients with whom the employee had material contact.","If you operate in California, Minnesota, or another state that voids post-employment restrictions, remove or substantially limit the non-solicitation clause and consult counsel on what, if anything, is enforceable in that jurisdiction.",{"step":368,"title":369,"description":370,"tip":371},6,"Confirm the governing law matches the employee's work location","Select the state, province, or country where the employee will primarily work — not just where the company is headquartered. Enter the arbitration venue in the same jurisdiction.","For remote employees in a different jurisdiction than the employer, run the governing law choice by counsel. Several states and countries override contractual choice-of-law in employment disputes.",{"step":373,"title":374,"description":375,"tip":376},7,"Execute before the first day of work","Both parties must sign before or on the employee's first day. Send the document for signature as part of the offer acceptance package — alongside the employment contract and benefits enrollment — so it is completed before any work begins.","Use an e-signature platform that timestamps the execution and generates a tamper-evident audit log. Investors and acquirers will request this record during IP due diligence.",{"step":378,"title":379,"description":380,"tip":381},8,"Store the executed copy and calendar a retention reminder","Save the fully executed PIIA with Schedule A in your HRIS or legal document system, linked to the employee record. Retain it indefinitely — IP disputes can arise years after an employee departs.","Cross-reference the PIIA in your cap table and patent application records so that any IP filings can be traced directly back to the assignment document.",[383,387,391,395,399,403],{"mistake":384,"why_it_matters":385,"fix":386},"Signing after the employee's first day","In common-law jurisdictions, a contract signed after employment begins lacks fresh consideration, potentially rendering the entire IP assignment and confidentiality clause unenforceable — courts have voided PIIAs on this basis.","Include the PIIA in the offer letter package and require its execution as a condition of employment, before or on day one. If a late signature is unavoidable, document a new benefit — salary increase, bonus, or additional PTO — as fresh consideration at the time of signing.",{"mistake":388,"why_it_matters":389,"fix":390},"Omitting Schedule A for prior inventions","Without a completed Schedule A, disputes arise over whether personal projects, open-source tools, or prior employer IP were swept into the assignment — potentially entangling third-party rights in the company's patent or copyright portfolio.","Make Schedule A completion mandatory at signing, even if the employee lists nothing. A signed declaration that no prior inventions exist is legally and practically more useful than a blank form.",{"mistake":392,"why_it_matters":393,"fix":394},"Using a fixed expiration on the confidentiality obligation","Trade secrets can retain value — and legal protection — indefinitely under the Defend Trade Secrets Act (US) and equivalent statutes. A two- or three-year confidentiality term hands former employees a free pass to disclose valuable secrets after the expiration date.","State that confidentiality obligations survive termination indefinitely, or at minimum until the information enters the public domain through no action of the employee.",{"mistake":396,"why_it_matters":397,"fix":398},"Applying California-style restrictions in California without legal review","California Business & Professions Code § 16600 voids most post-employment non-competes and many non-solicitation clauses as a matter of public policy — regardless of what the contract says or where the employer is incorporated.","For California-based employees, have counsel strip or substantially revise restrictive covenant provisions. The IP assignment and confidentiality clauses remain enforceable in California and should be the primary protection mechanism.",{"mistake":400,"why_it_matters":401,"fix":402},"Forgetting the moral rights waiver for international employees","In Canada, the UK, and EU member states, moral rights exist independently of copyright ownership and cannot be automatically transferred — only waived by contract. Without a waiver, the employee retains the right to claim authorship and object to modifications of their work product.","Add a jurisdiction-specific moral rights waiver clause for any employee based outside the US, and confirm the waiver language is enforceable under local law in the employee's country.",{"mistake":404,"why_it_matters":405,"fix":406},"No carve-out for statutory employee invention rights","Several US states — California, Delaware, Illinois, Minnesota, North Carolina, and Washington — have statutes that void IP assignments covering inventions made entirely on the employee's own time, without company resources, and unrelated to the company's business.","Include express statutory carve-out language for all applicable states, mirroring the statutory exceptions. Investors and patent counsel will flag the absence of these carve-outs during diligence.",[408,411,414,417,420,423,426,429,432,435],{"question":409,"answer":410},"What is a Proprietary Information and Inventions Agreement?","A Proprietary Information and Inventions Agreement (PIIA) is a contract between an employer and an employee or contractor that covers two core obligations in a single document: confidentiality and IP assignment. The confidentiality section prohibits the individual from disclosing the company's trade secrets and non-public information. The inventions section transfers ownership of all work product, inventions, and IP created in connection with the company's business to the employer. Together, these protections ensure the company — not individual employees — owns its technology and information assets.\n",{"question":412,"answer":413},"What is the difference between a PIIA and a standard NDA?","An NDA (non-disclosure agreement) only covers confidentiality — it prevents a party from disclosing information but says nothing about who owns what they create. A PIIA does everything an NDA does, and additionally assigns ownership of inventions and work product to the employer. For employees involved in any product development, research, or creative work, a PIIA is the appropriate document; a standalone NDA leaves IP ownership unresolved.\n",{"question":415,"answer":416},"Is a PIIA legally required?","No law mandates a PIIA by that name, but the protections it provides are practically essential. Without an IP assignment clause, work product created by employees may not automatically belong to the employer in all circumstances — particularly for independent contractors, who are not covered by the work-made-for-hire doctrine for most work types. Investors and acquirers routinely require evidence of signed PIIAs from all current and former employees as a condition of closing a funding round or M&A transaction.\n",{"question":418,"answer":419},"Do independent contractors need to sign a PIIA?","Yes — in fact, it is more important for contractors than for employees. The work-made-for-hire doctrine under US copyright law generally does not apply to independent contractors except for a narrow list of work categories. Without an explicit IP assignment, a contractor may legally own the code, designs, or content they created for your company, even if you paid for it in full. A PIIA or standalone IP assignment agreement resolves this by contractually transferring ownership.\n",{"question":421,"answer":422},"What is the prior inventions carve-out and why does it matter?","The prior inventions carve-out — typically Schedule A — lets the employee list inventions they made before joining the company that they want excluded from the assignment clause. Without it, the company might inadvertently claim ownership of personal projects or prior employer IP the employee brought with them. From the employer's perspective, the carve-out actually reduces risk: it creates a clear record of what is in and out of the assignment, which is far more defensible during patent prosecution or IP litigation than an ambiguous all-or-nothing clause.\n",{"question":424,"answer":425},"Can a PIIA include a non-compete clause?","PIIAs typically include non-solicitation restrictions but not full non-compete clauses — the latter are usually placed in the employment contract. Enforceability of non-competes varies sharply by jurisdiction: California, Minnesota, and Oklahoma ban most post-employment non-competes entirely. Even where permitted, courts require that restrictions be reasonable in duration, geography, and scope relative to the employee's actual competitive knowledge. Including an overbroad non-compete in a PIIA can render the entire agreement suspect in jurisdictions that apply a blue-pencil or all-or-nothing severability rule.\n",{"question":427,"answer":428},"What happens if an employee refuses to sign a PIIA?","If a prospective employee refuses to sign before starting work, the employer must decide whether to rescind the offer or proceed without the agreement. Proceeding without a signed PIIA means the company lacks contractual IP assignment and confidentiality protections — trade secret law may still apply, but its protection is narrower and harder to enforce. For roles involving core product development, it is generally inadvisable to hire someone who will not sign the agreement.\n",{"question":430,"answer":431},"How long does the confidentiality obligation last?","Best practice — and the legally strongest position — is to make the confidentiality obligation survive termination indefinitely, or at least until the information enters the public domain through no act of the employee. Trade secret protection under the Defend Trade Secrets Act (US), the Uniform Trade Secrets Act, and equivalent laws in Canada, the UK, and the EU does not expire as long as the information remains secret and the company takes reasonable steps to protect it. Setting a fixed term — two or three years — voluntarily eliminates protection that statute would otherwise provide.\n",{"question":433,"answer":434},"Do I need a lawyer to create a PIIA?","For straightforward domestic hires in most US states other than California, a high-quality template reviewed by a startup-experienced attorney is sufficient. Legal review becomes essential when hiring in California or other jurisdictions with restrictive covenant bans, onboarding key engineers or researchers whose inventions are central to the business model, addressing a co-founder whose IP was never formally assigned, or preparing for a funding round or M&A transaction where IP chain-of-title will be closely scrutinized. A 1–2 hour attorney review typically costs $300–$800 and is worthwhile for any senior technical hire.\n",{"question":436,"answer":437},"What states have statutory limits on invention assignments?","California (Labor Code § 2870), Delaware (Title 19, § 805), Illinois (765 ILCS 1060/2), Minnesota (Minn. Stat. § 181.78), North Carolina (G.S. § 66-57.1), and Washington (RCW 49.44.140) all limit the scope of invention assignments by statute, carving out inventions made entirely on the employee's own time, without company equipment, and unrelated to the company's business. PIIAs used in these states must include express statutory carve-out language that mirrors the applicable statute.\n",[439,443,447,451,455,459],{"industry":440,"icon_asset_id":441,"specifics":442},"Technology / SaaS","industry-saas","Source code, APIs, machine learning models, and product architecture are the primary business assets — PIIA execution at hire is standard practice and a hard requirement for venture funding due diligence.",{"industry":444,"icon_asset_id":445,"specifics":446},"Biotech and Life Sciences","industry-healthtech","Patentable inventions, clinical data, and proprietary assay methods require tight assignment language covering lab notebooks and research conducted using company resources or data, including work that predates a formal patent application.",{"industry":448,"icon_asset_id":449,"specifics":450},"Financial Services and Fintech","industry-fintech","Proprietary trading algorithms, risk models, and customer behavioral data are highly sensitive — confidentiality provisions must expressly cover client data to satisfy regulatory obligations under GLBA and equivalent regimes.",{"industry":452,"icon_asset_id":453,"specifics":454},"Creative and Marketing Agencies","industry-marketing","Copyright in creative deliverables — brand assets, copy, video, and design work — does not automatically vest in the employer under the work-made-for-hire doctrine for all work types, making the IP assignment clause in the PIIA especially important for agency employees and freelancers.",{"industry":456,"icon_asset_id":457,"specifics":458},"Manufacturing and Hardware","industry-manufacturing","Patentable process improvements, proprietary formulations, and tooling designs require inventor assignment documentation to support patent applications — the PIIA must cover oral disclosures and physical prototypes in addition to written records.",{"industry":460,"icon_asset_id":461,"specifics":462},"Professional Services and Consulting","industry-professional-services","Client methodologies, pricing models, and proprietary frameworks are key competitive assets — the PIIA's confidentiality clause must be broad enough to cover client engagement data while remaining enforceable against former employees who may argue the information was general skill and knowledge.",[464,466,470,472],{"vs":238,"vs_template_id":239,"summary":465},"An NDA protects confidential information but does not transfer IP ownership. It is appropriate for sharing information with prospective partners, vendors, or investors before a formal relationship begins. A PIIA covers confidentiality and adds IP assignment, making it the correct document for any hire or contractor who will create work product for the company. Use an NDA first; convert to a PIIA when the relationship formalizes.",{"vs":467,"vs_template_id":468,"summary":469},"Employment Contract","employment-agreement_at-will-employee-D541","An employment contract governs the full employment relationship — compensation, duties, term, benefits, and termination. A PIIA is a focused IP and confidentiality instrument that sits alongside the employment contract. Best practice is to execute both simultaneously at onboarding; some companies embed IP assignment language in the employment contract, but a standalone PIIA provides cleaner IP chain-of-title documentation for patent prosecution and investor due diligence.",{"vs":122,"vs_template_id":235,"summary":471},"An independent contractor agreement governs the engagement terms — scope, payment, and deliverables — but may not include a comprehensive IP assignment or confidentiality clause. For contractors doing any product, engineering, or creative work, a PIIA (or an IP assignment clause embedded in the contractor agreement) is essential because contractors are generally not covered by the work-made-for-hire doctrine for software and similar deliverables.",{"vs":254,"vs_template_id":473,"summary":474},"D{IP_ASSIGNMENT_ID}","A standalone IP assignment is a short document used to transfer ownership of a specific, already-created work or invention — commonly used to clean up co-founder IP or assign prior inventions after the fact. A PIIA is a prospective, ongoing agreement that captures all IP created during the employment relationship. Use an IP assignment for retrospective cleanup; use a PIIA for all new hires and contractors going forward.",{"use_template":476,"template_plus_review":480,"custom_drafted":484},{"best_for":477,"cost":478,"time":479},"Standard domestic hires in non-restrictive US states or Canadian provinces where no unusual IP or confidentiality complexities exist","Free","20–30 minutes",{"best_for":481,"cost":482,"time":483},"Technical or senior hires, California or other restrictive-covenant-ban states, pre-funding due diligence cleanup, or contractor IP assignment","$300–$800","2–5 days",{"best_for":485,"cost":486,"time":487},"Co-founder IP disputes, biotech or pharma with complex patent chains, cross-border hires, or M&A target companies requiring clean IP chain-of-title","$1,500–$5,000+","1–3 weeks",[489,494,499,504],{"code":490,"name":491,"flag_asset_id":492,"note":493},"us","United States","flag-us","Six states — California, Delaware, Illinois, Minnesota, North Carolina, and Washington — have statutes limiting invention assignments for work done entirely on the employee's own time without company resources. California additionally voids most post-employment non-competes and many non-solicitation clauses under Business & Professions Code § 16600. The Defend Trade Secrets Act (2016) provides federal civil remedies for trade secret misappropriation, but state trade secret law (based on the UTSA in most states) continues to govern most disputes. Choice-of-law clauses are frequently overridden by courts when the employee works in California or another state with strong public-policy protections.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"ca","Canada","flag-ca","Canada has no federal equivalent to the US work-made-for-hire doctrine for employment — copyright vests in the author by default unless there is a written assignment. Provincial employment standards acts set minimum notice and termination obligations that interact with PIIA enforceability; a clause requiring continued compliance as a condition of severance must be carefully drafted. Moral rights under the Copyright Act cannot be assigned but can be waived by contract — the waiver clause is essential. Quebec employment contracts must be in French for provincially regulated employers, and the Civil Code of Quebec governs contractual interpretation rather than common law.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"uk","United Kingdom","flag-uk","Under the Patents Act 1977 (Section 39) and the Copyright, Designs and Patents Act 1988 (Section 11), inventions and works created by employees in the course of their normal duties automatically belong to the employer — providing stronger default protection than most US states. However, moral rights in copyright works (s.77–89 CDPA) must be waived by contract. Post-employment restrictive covenants are enforceable if reasonable in scope and duration; garden leave is commonly used to protect IP during the notice period. GDPR and the UK GDPR impose obligations on how employee and customer data defined as proprietary information may be stored and processed.",{"code":505,"name":506,"flag_asset_id":507,"note":508},"eu","European Union","flag-eu","Most EU member states provide statutory employer ownership of inventions and software created in the course of employment, though the scope and exceptions vary significantly by country — Germany (ArbnErfG), France (L611-7 IP Code), and the Netherlands each have distinct inventor compensation and assignment regimes. Post-employment non-competes typically require financial compensation to the employee (ranging from 25% to 100% of prior salary depending on the member state) to be enforceable. GDPR restricts how employee personal data and customer data characterized as proprietary information may be retained and processed after employment ends, requiring PIIA confidentiality provisions to be drafted consistently with GDPR data minimization and retention obligations.",[239,468,235,243,247,510,511,512,251,513,514,515],"job-offer-letter-long-D12769","fixed-term-contract-D13225","employee-dismissal-letter-D508","intellectual-property-infringement-reporting-policy-D13717","employee-handbook-D712","consulting-agreement---long-D12543",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":99,"secondary_folder":518,"document_type":519,"industry":520,"business_stage":521,"tags":522,"confidence":528},"intellectual-property-and-licensing","agreement","general","all-stages",[523,524,525,526,527],"confidentiality","intellectual-property","proprietary-information","inventions-assignment","employee-agreement",0.95,"\u003Ch2>What is a Proprietary Information and Inventions Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Proprietary Information and Inventions Agreement (PIIA)\u003C/strong> is a legally binding contract between an employer and an employee or contractor that consolidates two critical protections into a single document: a confidentiality obligation covering all trade secrets, business data, and non-public company information, and a broad assignment of ownership transferring all inventions, work product, code, and intellectual property created in connection with the company's business from the individual to the employer. Unlike a standalone NDA, which only restricts disclosure, a PIIA determines who legally owns what is built — making it the foundational IP protection instrument for any company whose value lies in technology, data, creative assets, or proprietary processes.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed PIIA, your company may not legally own the code your engineers write, the designs your contractors produce, or the inventions your researchers develop — even if you paid for all of it. Independent contractors are not covered by the work-made-for-hire doctrine for most deliverable types, meaning IP ownership defaults to the creator in the absence of a written assignment. Even for employees, the doctrine has categorical limits that leave gaps in software, research, and creative output. The downstream consequences are severe: investors and acquirers routinely conduct IP due diligence and will condition or kill a transaction if key employees never signed an assignment agreement. Patent applications referencing unassigned inventors can be challenged or invalidated. Departing engineers or researchers who retain ownership of core technology can license or sell it to competitors. A PIIA executed before day one closes all of these gaps for the cost of a 20-minute template completion and, where stakes are high, a focused attorney review.\u003C/p>\n",1778696359323]