Intellectual Property Agreement (Free Sample)

This Intellectual Property Assignment Agreement (the “Agreement”) is entered into ________________ (the “Effective Date”) by and between ____________________________ (the “Employee”) located at _____________________________ and _________________________(the “Employer”) located at ____________________________, individually referred to as “Party” and collectively as “the Parties.”

 

The Parties agree to the following: 

1. Intellectual Property. Employee agrees to assign to the Employer all present and future rights, title, and interest to all intellectual property (“Intellectual Property”) created or discovered during the course of Employee’s employment with the Employer.  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.

   1. Prior Inventions

      1. ___________________________________

      2. ___________________________________

      3. ___________________________________

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 the Employee’s employment with the Employer as well as after termination of this Agreement.

4. Term. This Agreement will commence upon the Effective Date as above-stated 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 the Employee's post-employment Intellectual Property that arises from or directly relates to the Employee's work for the Employer.

1. 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 the Employee’s employment.  The Employee will not make copies or attempt to recreate the tangible embodiments.

2. General.

   1. Assignment. The Parties may not assign their rights and/or obligations under this Agreement.

   2. Choice of Law. This Agreement will be interpreted based on the laws of the State of _____________________, 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 _______________________.

   3. 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. 

   4. Severability.  In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable. 

   5. 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.

   6. 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 is only waived to the extent agreed to in writing.

3. Notices

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

All Notices shall be sent as follows:

 

Employee

______________________________

______________________________

______________________________

______________________________

 

Employer

______________________________

______________________________

______________________________

______________________________

 

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The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:

 

Employee

Signed: _____________________________________

Name: _____________________________________

Date: _____________________________________

Employer

Signed: _____________________________________

Name: _____________________________________

Date: _____________________________________