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b Company Property. I understand that all documents including computer records, facsimile and e-mail and materials created, received or transmitted in connection with my work or using the facilities of the Company Group are property of the Company Group and subject to inspection by the Company Group, at any time. Upon termination of my employment with the Company or at any other time when requested by the Company , I will promptly deliver to the Company all documents and materials of any nature pertaining to my work with the Company and will provide written certification of my compliance with this Agreement. Under no circumstances will I have, following my termination, in my possession any property of the Company Group, or any documents or materials or copies thereof containing any Confidential Information.

c Former Employer Information. I agree that I will not, during my work with the Company, improperly use or disclose any trade secrets of any other person or entity or proprietary information of any former employer or other person or entity with which I have an agreement or duty to keep in confidence such information and that I will not bring onto the premises of the Company Group any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity. d Third Party Information. a Inventions Retained and Licensed. I agree that I will not incorporate any Prior Inventions into any products, processes or machines of the Company Group; provided , however , that if in the course of my employment with the Company, I incorporate into a product, process or machine of the Company Group a Prior Invention owned by me or in which I have an interest, I represent that I have all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe any right of any company, entity or person and, in such a circumstance, each member of the Company Group is hereby granted and shall have a nonexclusive, royalty-free, sublicensable, transferable, irrevocable, perpetual, worldwide license to make, have made, modify, use, sell and otherwise exploit such Prior Invention as part of or in connection with such product, process or machine.

b Assignment of Inventions. I acknowledge that the Company shall be the sole owner of all rights, title and interest in the Inventions created hereunder. In the event the foregoing assignment of Inventions to the Company is ineffective for any reason, each member of the Company Group is hereby granted and shall have a royalty-free, sublicensable, transferable, irrevocable, perpetual, worldwide license to make, have made, modify, use, sell and otherwise exploit such Inventions as part of or in connection with any product, process or machine. I also hereby forever waive and agree never to assert any and all rights I may have in or with respect to any Inventions even after termination of my employment with the Company.

c Remuneration. d Maintenance of Records. I agree to keep and maintain adequate and current written records of all Inventions. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times. e Patent and Copyright Registrations. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement.

If the Company is unable because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as set forth above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by me.

I agree that, during the term of my employment with the Company, I will not engage in any other employment, occupation, consulting or other business activity related to the business in which the Company Group is now involved or becomes involved during the term of my employment, nor will I engage in any other activities that conflict with my obligations to the Company without the prior written consent of the Company. a I agree that, during the term of my employment with the Company and for a period of twelve 12 months immediately following the termination of my relationship with the Company for any reason, whether with or without good cause or for any or no cause, at the option either of the Company or myself, with or without notice, I will not, without the prior written consent of the Company, i serve as a partner, employee, consultant, officer, director, manager, agent, associate, investor, or otherwise for, ii directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, iii build, design, finance, acquire, lease, operate, manage, invest in, work or consult for or otherwise affiliate myself with, any business, in competition with or otherwise similar to the business of the Company Group.

The foregoing covenant shall cover my activities in every part of the Territory in which I may conduct business during the term of such covenant as set forth above. c The covenants contained in subsection a above shall be construed as a series of separate covenants, one for each province, city, county and state of any geographic area in the Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in subsection a above. If, in any arbitration proceeding, the arbitration panel refuses to enforce any of such separate covenants or any part thereof , then such unenforceable covenant or such part shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants or portions thereof to be enforced.

In the event the provisions of subsection a above are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, then permitted by such law. In the event that I leave the employ of the Company, I hereby grant consent to notification by the Company to my new employer about my rights and obligations under this Agreement. I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company.

I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict herewith. a Arbitration. a Terms and Conditions of Employment. I acknowledge that the terms and conditions of my employment with the Company are provided for in a separate employment agreement between me and the Company and no provision of this Agreement shall be construed as conferring upon me a right to be an employee of the Company. b Governing Law. This Agreement will be governed by the laws of the PRC. c Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged.

Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement. d Waiver and Severability. The waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach. If any provision of this Agreement is held to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. e Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company Group, its successors, and its assigns.

The Company may assign its rights and obligations under this Agreement to a third party. f Language. This Agreement may be written in the Chinese language and in the English language. In the event there is any conflict or inconsistency between the English version and the Chinese version of this Agreement, the English version shall prevail. g Application of this Agreement. This Confidential Information and Invention Assignment Agreement is made effective as of the date on which I began my employment with the Company. EXHIBIT A. Identifying Number or Brief Description.

No inventions or improvements. Additional Sheets Attached. Signature of Employee:. Print Name of Employee:. EXHIBIT B. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company Group, its affiliates or any of their employees, clients, consultants or licensees. Reference : Security Exchange Commission - Edgar Database, EX Lawyers with backgrounds working on invention assignment agreements work with clients to help.

Do you need help with an invention assignment agreement? Post a project in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate invention assignment agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. Parties: CHF SOLUTIONS, INC. Parties: EYENOVIA, INC. Parties: CARVANA CO. Parties: WORKHORSE GROUP INC. Parties: BRK, INC. Parties: ANGION BIOMEDICA CORP. Parties: VERSARTIS, INC. Parties: SUSPECT DETECTION SYSTEMS, INC. Parties: HORIZON PHARMA, INC. Parties: VERECLOUD, INC.

Use a confidential information and inventions assignment CIIA agreement to protect your intellectual property and all work produced by employees on company time. A confidential information and inventions assignment agreement CIIA agreement protects intellectual property like trademarks and patents, work products, business ideas, and internal processes. It prevents the loss of this information by unscrupulous competitors or those who would seek to claim the idea as their own. A business has the right to protect its intellectual property when its funds and resources contributed to the invention. This article will help you understand how to put together a CIIA agreement by using a form template. A CIIA agreement is a legal contract that gives an employer certain rights to inventions all work produced with company resources, on company time, and for the company created by an employee during their employment.

The document will also state that the employee must assist the employer in obtaining a patent on the invention, when applicable. Different employers may name this document slightly differently. CIIA agreements are also commonly known as:. There are limitations to what a confidential information and inventions assignment can do. Some of these restrictions are placed by state law. The burden of proof usually rests with the employee to show they did not use company resources or knowledge in making their own invention. This can be a difficult burden for the employee to meet. This means that your CIIA agreement will likely remain enforceable, despite any challenge by the employee.

Certain states require time limits in any type of non-compete agreement. These states will often consider a CIIA agreement a type of non-compete, depending on the unique facts of the case. You may not know how to write a CIIA agreement, but it is much easier when using a template. Legal Templates can help with that. Along with standard legal clauses, a CIIA agreement should contain the following:. The majority of the contract will assign intellectual property rights from the employee to the employer. These clauses will precisely define the invention and IP that the company will own. It should also specify all rights that the employee is ceding to the employer.

If the employee is to retain a partial interest as part of your agreement, this will also be included here. This section will explain that any information related to the invention is confidential. The employee is not permitted to disclose the information except as permitted by the employer or the contract. It will also warn of the penalties for a breach of confidentiality. Outlining the effect of a breach helps to create an enforceable contract and warn the employee that you are serious. Some states require that a confidentiality and invention agreement have exceptions.

This usually includes exceptions for employees who did not use company time, intellectual property, or resources in creating their own invention. Failure to include this exception is often fatal to the contract if a state requires exceptions. These state that the worker is not allowed to go into business in the same industry for a certain period of time after leaving the company. This helps prevent inventions created during their employment from being taken to another competitor or to start their own business. Non-competes have very specific legal requirements in many jurisdictions in order to be enforceable.

In certain professions, a non-compete may be against public policy and unenforceable as a result. Make sure that your agreement is analyzed by an attorney to ensure it is enforceable. Many clauses explain how this will happen automatically at a certain time or at the commencement of a certain event. This is usually the period of time the employee is employed by the company and can extend after the employment for a certain period of time. Another duration element is how long the employee must keep the information confidential. This is usually an indefinite period. Some may only last a few years—similar to an employee non-disclosure agreement. This sample CIIA template can help you get started on drafting your own.

This can save you a great deal of time and money by beginning the drafting process yourself. A properly drafted CIIA agreement is legally enforceable. This generally requires, but is not limited to:. You will want to use a CIIA agreement if: You own or manage a business and want to protect intellectual property You work in human resources and need to update documents covering intellectual property You want to protect against the disclosure of confidential information related to an invention You want to ensure exclusive ownership of an invention Different employers may name this document slightly differently. CIIA agreements are also commonly known as: Confidentiality and invention assignment agreement Confidential information and invention assignment agreement Invention confidentiality agreement Employee confidentiality and invention assignment agreement Limits on Invention Assignment Agreements There are limitations to what a confidential information and inventions assignment can do.

Time Limits on Non-Compete Agreements Certain states require time limits in any type of non-compete agreement. Along with standard legal clauses, a CIIA agreement should contain the following: Step 1 — Invention Assignment The majority of the contract will assign intellectual property rights from the employee to the employer. Step 2 — Confidentiality Requirements This section will explain that any information related to the invention is confidential. Step 3 — Exceptions Some states require that a confidentiality and invention agreement have exceptions.

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d Waiver and Severability. Sign In GET FREE PROPOSALS. Parties: ALYNX, CO. If the Company is unable because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as set forth above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by me. Common Sections in Invention Assignment Agreements Below is a list of common sections included in Invention Assignment Agreements. Pritesh P.

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