Free Employee Confidentiality & Invention Assignment Template

EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT

This Agreement is made on [DATE] between [COMPANY LEGAL NAME] ("Company") and [EMPLOYEE NAME] ("Employee"), in consideration of Employee's employment and [OTHER CONSIDERATION].

1. CONFIDENTIAL INFORMATION. Employee will keep confidential and use only for the Company's benefit all non-public information of the Company, its customers and partners that Employee learns through employment, including trade secrets, technical data, source code, product plans, customer information and financial information ("Confidential Information"). This does not include information that is public through no fault of Employee, known to Employee before employment, received from a third party without restriction, or Employee's general skills and experience. These obligations continue after employment for [3] years, and for trade secrets while they remain trade secrets.

2. INVENTIONS. "Inventions" means inventions, discoveries, designs, software, works of authorship, developments and improvements, whether or not patentable or registrable.

3. ASSIGNMENT. Employee assigns to the Company all rights in Inventions that Employee creates, alone or with others, during employment that: (a) relate to the Company's business or its actual or demonstrably anticipated research or development; (b) result from work Employee performs for the Company; or (c) are created using the Company's equipment, supplies, facilities or Confidential Information ("Company Inventions").

4. EXCLUDED INVENTIONS AND STATE-LAW NOTICE. This Agreement does not apply to an Invention that Employee develops entirely on Employee's own time without using the Company's equipment, supplies, facilities or trade secret information, unless it relates to the Company's business or actual or demonstrably anticipated research or development, or results from work Employee performed for the Company. This limitation follows laws such as California Labor Code Section 2870 and similar laws in Delaware, Illinois, Kansas, Minnesota, New Jersey, New York, North Carolina, Utah and Washington, and will be applied as required by the law of the state where Employee works. A copy of the applicable statute is attached as Exhibit B where required.

5. PRIOR INVENTIONS. Employee lists in Exhibit A all Inventions Employee created before employment that Employee wants to exclude ("Prior Inventions"). If Employee incorporates a Prior Invention into Company work, Employee grants the Company a non-exclusive, perpetual, royalty-free licence to use it as part of that work.

6. DISCLOSURE AND COOPERATION. Employee will promptly disclose Company Inventions to the Company and, during and after employment, sign documents reasonably needed to secure the Company's rights, at the Company's expense.

7. MORAL RIGHTS. To the extent permitted by law, Employee waives moral rights in Company Inventions.

8. RETURN OF PROPERTY. On leaving, Employee will return Company property and delete Confidential Information from personal devices, keeping only documents about Employee's own compensation and benefits.

9. NO CONFLICTING OBLIGATIONS. Employee will not bring to the Company or use any confidential information of a former employer or other third party.

10. PROTECTED RIGHTS. Nothing in this Agreement prevents Employee from reporting possible violations of law to a government agency, discussing wages and working conditions as protected by the National Labor Relations Act, disclosing information about unlawful acts in the workplace, or testifying truthfully.

11. DEFEND TRADE SECRETS ACT NOTICE (18 U.S.C. § 1833(b)). Employee will not be held liable under any federal or state trade secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a document filed under seal in a lawsuit. An individual suing for retaliation for reporting a suspected violation may disclose the trade secret to their attorney and use it in the proceeding if filed under seal.

12. NO EMPLOYMENT PERIOD. This Agreement does not guarantee employment for any period [or change at-will status].

13. GOVERNING LAW. This Agreement is governed by the laws of [STATE WHERE EMPLOYEE WORKS].

GENERAL PROVISIONS
(a) Notices. Notices must be in writing and sent to the addresses or emails above (or as later updated by notice). Email notice is effective when sent, unless the sender receives a delivery failure message.
(b) Entire agreement. This agreement, with any schedules and exhibits, is the entire agreement between the parties on its subject and replaces all prior discussions and agreements on that subject.
(c) Amendments and waivers. Changes must be in writing and signed by both parties. A failure or delay in enforcing any term is not a waiver of it.
(d) Severability. If any provision is found unenforceable, it will be limited to the minimum extent necessary and the rest of this agreement will remain in effect.
(e) Assignment. Neither party may assign this agreement without the other party's written consent, except to a successor in a merger or sale of substantially all of its business, on notice.
(f) Relationship. Nothing in this agreement creates a partnership, joint venture or agency relationship unless expressly stated.
(g) Counterparts and electronic signatures. This agreement may be signed in counterparts and by electronic signature, each of which is an original and together form one agreement.
(h) Independent advice. Each party has had the opportunity to review this agreement with its own legal counsel and signs it voluntarily.

COMPANY: ______________________  Name/Title: ______________  Date: __________
EMPLOYEE: _____________________  Date: __________

EXHIBIT A: Prior Inventions (title, date, brief description, or "None")
EXHIBIT B: Text of applicable state invention assignment statute

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This free template is provided by ClauseAudit for general informational purposes and is not legal advice. Have it reviewed before use. Replace all [BRACKETED] placeholders.