
Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
This Intellectual Property Agreement outlines the transfer of intellectual property rights from an employee to an employer for creations made during their employment. It also addresses the recognition of pre-existing intellectual property, the employee's commitment to assist in securing these rights, and the handling of materials upon termination. This ensures the employer retains exclusive rights to any IP stemming from the employee's contributions.
This Intellectual Property Agreement (the "Agreement") is made and effective [Effective Date],
BETWEEN: | [Employee Name], with with an address of [Employee Address] (hereinafter referred to as the “Employee”) |
AND: | [Employer Name], with its primary place of business located at [Employer Address] (hereinafter referred to as the “Employer”). |
The Employee hereby conveys to the Employer all existing and forthcoming rights, title, and interests in any intellectual property formulated or identified during their tenure of employment. This intellectual property includes, but is not limited to, trademarks, patents, copyrights, trade secrets, software, and related innovations.
Intellectual property that predates the Employee's association with the Employer, and in which the Employee has vested rights, remains unequivocally the property of the Employee. Listed below are the Employee's prior creations:
The Employee pledges to aid the Employer in procuring patents and copyrights, ensuring the safeguarding of the Employer's proprietary rights in the intellectual property. This commitment persists even after the cessation of the employment relationship.
This Agreement commences on [Agreement Start Date] and terminates on [Agreement End Date]. Beyond this Agreement, the Employer retains exclusive rights to any intellectual property stemming from the Employee's contributions.
Upon the termination of this Agreement, the Employee is obligated to promptly relinquish all tangible manifestations of the intellectual property as directed by the Employer. This encompasses drawings, documents, data, and related artifacts. The Employee assures abstention from replication or attempts to reproduce these items.
Neither Party is permitted to transfer or delegate their responsibilities under this Agreement to an external entity.
This Agreement operates under the legal framework of [Governing Law Jurisdiction].
Should any provision of this Agreement be declared void by a competent authority, the remainder of the Agreement remains intact, reflecting the Parties' genuine intentions.
This document embodies the entire consensus between the Parties on its subject, superseding all preceding negotiations or agreements, irrespective of their nature.
This Agreement imposes obligations on the Employee's heirs and successors and is advantageous to the Employer, its heirs, and successors.
Alterations to this Agreement necessitate written documentation and mutual endorsement by both Parties.
By appending their signatures below, the Parties validate their concurrence with the stipulations of this Agreement:
EMPLOYEE | EMPLOYER |
_____________________________ | _____________________________ |
_____________________________ | _____________________________ |
_____________________________ | _____________________________ |
This document is a formal assignment of intellectual property rights specifically tailored for the employer-employee relationship. It contains a dedicated list for pre-existing creations and an express obligation to assist with filings after termination. It is not a broad non-compete or general employment contract.
Use this document when hiring staff who will contribute to product development or software code to ensure the company owns the output. Use an Employee NDA if the primary goal is protecting secrets rather than transferring ownership of new inventions.
| Clause | Name | What it does |
|---|---|---|
| TRANSFER OF INTELLECTUAL PROPERTY | TRANSFER OF INTELLECTUAL PROPERTY | The Employee conveys all rights in intellectual property formulated during their tenure, including trademarks and software, to the Employer. |
| RECOGNITION OF PRE-EXISTING PROPERTY | RECOGNITION OF PRE-EXISTING PROPERTY | Vested rights in creations predating the association remain the property of the Employee and are listed in an itemized slot. |
| SUPPORT IN SECURING RIGHTS | SUPPORT IN SECURING RIGHTS | The Employee pledges to aid in procuring patents and copyrights even after the cessation of the employment relationship. |
| TERM OF AGREEMENT | TERM OF AGREEMENT | The document defines start and end dates and specifies that the Employer retains exclusive rights to resulting contributions beyond the term. |
| HANDOVER OF MATERIALS | HANDOVER OF MATERIALS | Upon termination, the Employee must promptly relinquish all tangible manifestations including drawings and data as directed by the Employer. |
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