Intellectual Property Agreement (Free Sample)

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Intellectual Property Agreement

This Intellectual Property Assignment Agreement (“Agreement”) is being made between [Employee Name] (“Employee”) located at [Street Address, City, State] and [Employer Name] (“Employer”) located at [Street Address, City, State] on [Month DD, 20YY]. [Employee Name] and [Employer Name] may also be referred to as “Party” or together as the “Parties”.  This Agreement will become effective on [Month DD, 20YY] (“Effective Date”).

The Parties agree to the following: 

1.  Intellectual Property

    The Employee agrees to assign to the Employer all present and future right, title, and interest to all intellectual property (“Intellectual Property”) created or discovered during the course of their employment.  Intellectual Property includes, but is not limited to, algorithms, code, concepts, developments, designs, discoveries, ideas, formulas, improvements, inventions, processes, software, trademarks, and trade secrets.  Intellectual Property also includes the tangible embodiments (e.g. – drawings, notes) of any intangible items.

    2.  Prior Inventions

      Intellectual Property that existed prior to the Employee’s employment, for which the Employee has a right, title, or interest (collectively the “Prior Inventions”) will remain the exclusive property of the Employee.  The Employee agrees that all Prior Inventions are included in this Section 2.  If no Prior Inventions are listed in this Section 2, the Employee represents that no Prior Inventions exist.

      a.  Prior Inventions

        i. [List Prior Invention here]
        ii. [List Prior Invention here]
        iii. [List Prior Invention here]

        3.  Patent and Copyright Registrations

          The Employee agrees to cooperate with the Employer to do whatever is reasonably necessary to obtain the patents and copyrights required to secure the Employer’s ownership rights in the Intellectual Property.  The Employee will cooperate with the Employer during the course of their employment as well as after termination of this Agreement.

          4.  Term

            This Agreement will become effective on the Effective Date and will remain in effect until the Employee is no longer employed by the Employer.  

            Following termination of this Agreement, the Employer will have exclusive ownership rights to all of Employee’s post-employment Intellectual Property that arises from or directly relates to their work for the Employer.

            5.  Return of Data and Documents

              Upon termination of this Agreement, the Employee agrees to immediately return all tangible embodiments of the Intellectual Property, including but not limited to data, drawings, documents, and notes developed during the course of their employment.  The Employee will not make copies or attempt to recreate the tangible embodiments.

              6.  General

                a.  Assignment.  The Parties may not assign the responsibilities they have under this Agreement to anyone else.

                b.  Choice of Law.  This Agreement will be interpreted based on the laws of the State of [State], regardless of any conflict of law issues that may arise.  The Parties agree that any dispute arising from this Agreement will be resolved at a court of competent jurisdiction located in the State of [State].

                c.  Complete Contract.  This Agreement constitutes the Parties entire understanding of their rights and obligations.  This Agreement supersedes any other written or verbal communications between the Parties. 

                d.  Severability.  If any section of this Agreement is found to be invalid, illegal, or unenforceable, the rest of this Agreement will still be enforceable.

                e.  Successors and Assigns. This Agreement will be binding upon the Employee’s successors, heirs, and assigns for the benefit of the Employer and the Employer’s successors, heirs, and assigns.

                f.  Waiver.  Neither Party can waive any provision of this Agreement, or any rights or obligations under this Agreement, unless agreed to in writing.   If any provision, right, or obligation is waived, it’s only waived to the extent agreed to in writing.

                7.  Notices

                  All notices pursuant to this Agreement must be sent by email with return confirmation of receipt, or certified or registered mail with return receipt requested.

                  Notices should be sent to:

                  [Employee Name]

                  [Employer Name]

                  [Street Address]

                  [Street Address]

                  [City, State, Zip Code]

                  [City, State, Zip Code]

                  [Email Address]

                  [Email Address]

                  By signing below, the Employee acknowledges and agrees to the terms of this Agreement.

                  [Employee Name]

                  Signed:       ___________________

                  Name:                        ___________________

                  Title:               ___________________

                  Date:              ___________________

                  Related Contracts and Forms: Employment Contract and Memorandum of Understanding