This post provides a generic practitioner master for educational and drafting-reference purposes. It does not describe any actual client, matter, transaction, or representation and is not legal advice.

Contents

1. 1. Purpose; Employment Relationship; Consideration
2. 2. Definitions
3. 3. Loyal Performance; No Conflicting Obligations
4. 4. Confidentiality and Limited Use
5. 5. Disclosure and Present Assignment of Company Inventions
6. 6. Excluded Inventions; Work-State Notice
7. 7. Prior Materials and Embedded Materials
8. 8. Works Made for Hire; Copyright Assignment
9. 9. Moral Rights and Similar Rights
10. 10. Records; Further Assurances; Limited Power of Attorney
11. 11. Company Systems; Security; Records
12. 12. Protected Activity; Trade-Secret Immunity Notice
13. 13. Return of Property; Access Termination; Exit Cooperation
14. 14. No Restrictive Covenant Created
15. 15. Remedies
16. 16. General Terms
17. 17. Acknowledgment

1. Purpose; Employment Relationship; Consideration

This Employee Proprietary Information and Inventions Assignment Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] by and between [COMPANY LEGAL NAME], a [STATE AND ENTITY TYPE] (the “Company”), and [EMPLOYEE LEGAL NAME] (“Employee”). In consideration of Employee’s employment or continued employment, access to Company Proprietary Information, compensation and benefits, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Employee agrees as follows.

This Agreement governs confidentiality, intellectual-property ownership, and related obligations. It does not promise employment for any fixed term. If Employee’s employment is at will under applicable law and Company policy, either party may end the employment relationship at any time, with or without cause or advance notice, subject to applicable law and any signed agreement that expressly provides otherwise.

2. Definitions

“Company Group” means the Company and only those affiliates listed on Schedule C, as that schedule may be amended by a writing signed by Employee and the Company. An unnamed affiliate is not included merely because it is under common ownership.

“Company Proprietary Information” means nonpublic information that the Company Group owns, licenses, receives under a duty of confidence, or has a legitimate business interest in protecting, including trade secrets; source code and object code; models, algorithms, prompts, weights, datasets, evaluation methods, and technical documentation; inventions and product roadmaps; security information and credentials; customer, supplier, pricing, financial, personnel, and business information; and the terms of nonpublic transactions or relationships. It excludes information that Employee can demonstrate by contemporaneous records: (a) became public through no breach of a duty; (b) was lawfully known to Employee without restriction before disclosure by the Company Group; (c) was received lawfully from a third party without a confidentiality duty; or (d) was independently developed without use of Company Proprietary Information.

“Company Invention” means any invention, discovery, design, development, work of authorship, software, documentation, model, dataset, improvement, technique, process, know-how, or other intellectual property that Employee, alone or with others, conceives, develops, authors, reduces to practice, or fixes in a tangible medium during employment and that: (a) is created within Employee’s assigned duties or specifically commissioned work; (b) relates, when created, to the Company Group’s then-current or demonstrably anticipated business, research, or development; (c) results from work performed for the Company Group; or (d) is created using Company Resources, in each case subject to Section 6 and applicable law.

“Company Resources” means the Company Group’s equipment, supplies, facilities, systems, funds, personnel time, or Company Proprietary Information, but does not include incidental use that applicable law requires the Company to disregard.

“Prior Material” means an invention, work, technology, tool, library, model, dataset, documentation, or other material owned or controlled by Employee before employment or developed entirely outside the scope of this Agreement and excluded from assignment by applicable law.

3. Loyal Performance; No Conflicting Obligations

During employment, Employee will perform assigned duties faithfully and will comply with lawful Company policies communicated to Employee. Employee represents that entering into and performing this Agreement does not knowingly breach any enforceable obligation to another person.

Employee will not bring to, disclose to, or use for the Company Group any confidential information, trade secret, code, material, or property belonging to a former employer or another person unless the Company has approved the use in writing and Employee has lawful authority to make that use. Employee will promptly identify any restriction that could materially interfere with assigned duties, without disclosing another person’s protected information.

4. Confidentiality and Limited Use

(a) Employee will hold Company Proprietary Information in confidence and will use it only as reasonably necessary to perform authorized duties for the Company Group. Employee will not disclose it to any person except an authorized recipient who has a need to know and is subject to an appropriate duty of confidentiality.

(b) Employee will use at least reasonable care, and no less than the care Employee uses for comparably sensitive personal information, to protect Company Proprietary Information. Employee will follow lawful security, acceptable-use, privacy, records-management, and incident-response requirements provided by the Company.

(c) If law, regulation, subpoena, or court order requires disclosure, Employee may disclose only what is legally required. To the extent lawful and practicable, Employee will give the Company prompt written notice and reasonable cooperation so the Company may seek confidential treatment or other protection. This subsection does not apply to a protected report or disclosure under the Section titled “Protected Activity; Trade-Secret Immunity Notice.”

(d) Nothing in this Agreement transfers ownership of Company Proprietary Information to Employee or grants Employee any license except the limited right to use it for authorized Company duties during employment.

5. Disclosure and Present Assignment of Company Inventions

(a) Employee will promptly disclose each Company Invention to the Company in sufficient detail for the Company to evaluate, protect, and use it. Disclosure does not expand the assignment scope or waive an exclusion under Section 6.

(b) Employee hereby irrevocably assigns, transfers, and conveys to the Company all of Employee’s right, title, and interest in and to each Company Invention, including all patent, copyright, mask-work, database, trade-secret, and other intellectual-property rights; all rights to apply for, register, prosecute, maintain, enforce, and recover for infringement or misappropriation of those rights; and all causes of action and proceeds relating to periods before and after this assignment. This is a present assignment of existing and future rights, effective automatically when the relevant right arises, subject to Section 6 and nonwaivable law.

(c) To the extent an assignment of a future right cannot take effect immediately, Employee will hold that right in trust for the Company and assigns it to the Company at the earliest time permitted by law. Employee will not knowingly take any action inconsistent with the Company’s ownership.

6. Excluded Inventions; Work-State Notice

(a) This Agreement does not require assignment of any invention that applicable law prohibits an employer from requiring an employee to assign. Without limiting that rule, an invention is excluded to the extent Employee establishes that it was developed entirely on Employee’s own time, without use of Company Resources, and does not fall within any relationship-to-business, anticipated-research-or-development, or result-of-work exception recognized by applicable law.

(b) Employee’s primary work state on the Effective Date is [WORK STATE]. Schedule B is the required work-state notice and jurisdictional gate. The Company must complete Schedule B and attach any mandatory statutory language before signature. If Employee’s primary work state changes, the Company will evaluate whether a new notice or amendment is required.

(c) Employee may submit a confidential written description of an invention for the limited purpose of determining whether it is excluded. The Company will not treat that submission alone as an admission of ownership. The parties will reasonably cooperate to protect third-party and personal confidential information during the review.

7. Prior Materials and Embedded Materials

(a) Employee has listed on Schedule A each Prior Material that Employee expects to use in assigned work or that reasonably could be confused with a Company Invention, together with any applicable license or restriction. If none is listed, Employee represents only that Employee does not presently intend to incorporate Prior Material into Company deliverables; Employee does not represent that Employee owns no prior intellectual property.

(b) Employee will not incorporate any Prior Material or third-party material into a Company product, service, repository, dataset, model, deliverable, or other work without prior written approval from [AUTHORIZED ROLE] and compliance with applicable license and attribution requirements.

(c) If Employee incorporates approved Prior Material into a Company Invention, Employee grants the Company Group a perpetual, irrevocable, worldwide, transferable, sublicensable, fully paid, royalty-free license to reproduce, modify, create derivative works from, distribute, perform, display, make, have made, use, import, offer, sell, and otherwise exploit that Prior Material solely as embedded in, necessary to use, or reasonably required to support the applicable Company Invention. Ownership of the stand-alone Prior Material remains with Employee unless separately assigned in writing.

8. Works Made for Hire; Copyright Assignment

To the extent permitted by law, each copyrightable Company Invention created within the scope of Employee’s employment is a “work made for hire” for the Company. To the extent any such work is not a work made for hire or any right does not vest initially in the Company, Employee’s present assignment in Section 5 applies as a complete fallback. The parties intend this Section to allocate ownership, not to expand the definition of Company Invention or override Section 6.

9. Moral Rights and Similar Rights

To the maximum extent lawful, Employee waives and agrees not to assert any moral right, droit moral, right of attribution or integrity, right of withdrawal, or similar personal right in a Company Invention. If a right cannot be waived, Employee irrevocably consents to the Company Group’s exercise of the assigned rights without attribution and to reasonable modification, adaptation, publication, or nonpublication. This Section does not waive a right that applicable law makes nonwaivable.

10. Records; Further Assurances; Limited Power of Attorney

(a) Employee will maintain reasonably complete and current records of Company Inventions in the systems designated by the Company. Those records are Company property to the extent permitted by law.

(b) During and after employment, Employee will reasonably assist the Company, at the Company’s expense, to confirm, perfect, register, maintain, defend, or enforce rights in Company Inventions. After employment, the Company will reimburse reasonable out-of-pocket expenses and, unless the assistance is minimal, pay reasonable compensation for Employee’s time at a mutually agreed rate.

(c) If Employee fails or is unavailable to sign a document reasonably necessary to carry out the preceding subsection after at least ten business days’ written request, Employee appoints the Company and its duly authorized officers as Employee’s agent and attorney-in-fact solely to execute and file that document in Employee’s name. This limited power is coupled with an interest, is irrevocable to the extent permitted by law, and may not be used to alter the economic or substantive scope of this Agreement.

11. Company Systems; Security; Records

Company systems, accounts, devices, repositories, and records are provided for authorized use and remain subject to Company ownership and control. Subject to applicable law and required notice, the Company may access, preserve, review, or monitor Company systems and business records for security, compliance, continuity, investigations, and legal obligations. This Section does not authorize unlawful monitoring, access to a purely personal account, or waiver of a nonwaivable privacy right.

Employee will promptly report suspected loss, unauthorized access, disclosure, security vulnerability, or misuse involving Company systems or Company Proprietary Information and will reasonably cooperate in containment and remediation.

12. Protected Activity; Trade-Secret Immunity Notice

(a) Nothing in this Agreement prohibits Employee from communicating with, filing a charge or complaint with, or participating in an investigation or proceeding conducted by a government agency; reporting a suspected violation of law; discussing wages, hours, or working conditions to the extent protected by law; engaging in protected concerted activity; or making another disclosure protected by applicable whistleblower law. Employee does not need the Company’s prior approval and need not notify the Company, but Employee may not disclose information protected by the Company’s attorney-client privilege unless law permits it.

(b) Federal trade-secret law provides immunity for an individual’s disclosure of a trade secret that is made confidentially to a federal, state, or local government official or to an attorney solely to report or investigate a suspected legal violation, or that is made in a complaint or other document filed under seal. An individual pursuing a retaliation claim for reporting a suspected legal violation may disclose trade-secret information to the individual’s attorney and use it in the proceeding if documents containing the information are filed under seal and the information is not otherwise disclosed except as a court orders. This notice is intended to satisfy 18 U.S.C. § 1833(b).

(c) Nothing in this Agreement limits a legally protected award, bounty, or recovery. Any legally required confidentiality duty concerning personal information, security credentials, or another person’s privileged communications continues to apply except to the extent applicable law protects the disclosure.

13. Return of Property; Access Termination; Exit Cooperation

Upon request and promptly when employment ends, Employee will return all Company property and, subject to lawful preservation obligations, permanently delete Company Proprietary Information from Employee-controlled personal accounts and devices. Employee will not delete or alter Company records, repositories, or evidence subject to a legal hold. Employee will provide a reasonable written confirmation of compliance if requested, disclose any inaccessible residual copy, and cooperate with a proportionate verification process that protects unrelated personal information.

The Company may terminate access at any time. Employee will not retain credentials, authentication devices, forwarding rules, copies, extracts, or summaries except as Company counsel authorizes in writing or law permits. Employee may retain personal compensation and benefits records, this Agreement, and records necessary to exercise protected legal rights, subject to continuing confidentiality duties.

14. No Restrictive Covenant Created

This Agreement does not create a post-employment noncompetition or customer nonsolicitation covenant. It does not restrict Employee from using general skill, knowledge, and experience that do not constitute Company Proprietary Information or a trade secret. Any separate restrictive covenant must be set out in a separately reviewed instrument that complies with the law applicable when it is signed and enforced.

15. Remedies

A breach involving misuse of trade secrets, unauthorized disclosure of Company Proprietary Information, or infringement of intellectual-property rights may cause harm for which money damages are inadequate. Subject to applicable law and the tribunal’s findings, an affected party may seek temporary, preliminary, or permanent equitable relief in addition to other available remedies. This Section does not establish irreparable harm conclusively, waive any required showing, eliminate a bond or security that law requires, or restrict activity protected by the Section titled “Protected Activity; Trade-Secret Immunity Notice.”

16. General Terms

(a) Governing Law; Forum. This Agreement is governed by the law of [GOVERNING STATE], without regard to conflicts-of-law rules, except that a nonwaivable law protecting Employee controls to the extent applicable. Subject to any enforceable arbitration agreement identified here: [NONE / IDENTIFY AGREEMENT], the state and federal courts located in [COUNTY, STATE] have exclusive jurisdiction over disputes arising from this Agreement, and each party consents to personal jurisdiction and venue there. Either party may seek provisional relief in another court with jurisdiction when reasonably necessary to protect rights pending resolution on the merits.

(b) Assignment. Employee may not assign this Agreement or delegate personal obligations. The Company may assign this Agreement, together with the relevant business or intellectual property, to a successor by merger, reorganization, change of control, or sale of substantially all relevant assets, if the successor assumes the Company’s obligations. Any other Company assignment requires Employee’s written consent, not to be unreasonably withheld where Employee’s substantive rights are not impaired.

(c) Entire Agreement; Priority. This Agreement and its completed schedules are the entire agreement on their subject matter and supersede prior discussions on that subject. If a signed employment, equity, arbitration, or separation agreement conflicts with this Agreement, the more specific signed provision controls only for the conflict. No policy unilaterally expands the assignment of inventions or reduces a protected right.

(d) Amendment; Waiver. An amendment or waiver must be in a writing signed by the party against whom it is asserted. A delay or partial exercise is not a waiver.

(e) Severability and Reformation. If a provision is unenforceable, it will be enforced to the maximum extent lawful and severed to the minimum extent necessary. A court may reform a provision only if applicable law authorizes reformation and only to implement the parties’ lawful intent; it may not use this sentence to create a restriction the parties did not state.

(f) Notices. Notices under this Agreement must be in writing and delivered personally, by nationally recognized overnight courier, or by email with confirmation of transmission to the addresses below or to an updated address given by notice. A legal-process notice must also comply with applicable procedural law.

(g) Counterparts; Electronic Signatures. This Agreement may be signed in counterparts, each of which is an original and all of which form one instrument. Electronic signatures and electronically transmitted copies have the same effect as originals to the extent permitted by law.

(h) Survival; Construction. Sections that by their nature should survive do survive, including Sections 4 through 16, subject to applicable limitation periods and law. Headings are for convenience. “Including” is nonexclusive; “or” is inclusive; and a reference to a law includes lawful amendments and successor provisions. No presumption against a drafter applies solely because a party or counsel prepared a draft.

17. Acknowledgment

Employee acknowledges that Employee has read this Agreement and its completed schedules, understands the obligations, has received a copy, has had a reasonable opportunity to ask questions and consult independent counsel, and is signing voluntarily. Employee further acknowledges receipt of the work-state invention-assignment notice completed in Schedule B before signing.

Signature Page

The parties have executed this Agreement as of the Effective Date. Each signatory represents that the signatory has authority to bind the identified party.

SCHEDULE A — PRIOR MATERIALS, PRIOR INVENTIONS, AND THIRD-PARTY OBLIGATIONS

Employee must list only items relevant to assigned work or reasonably likely to be confused with a Company Invention. Do not disclose a third party’s confidential information. Attach additional pages if needed.

[ ] None. Employee does not presently intend to use Prior Material in Company work.
[ ] Items are listed above or in the attached schedule.

SCHEDULE B — WORK-STATE INVENTION-ASSIGNMENT NOTICE AND LEGAL GATE

Complete before signature. Attach the current, jurisdiction-specific notice in the form required by law. A generic summary is not a substitute where a statute prescribes notice wording.

• Employee primary work state: [STATE]
• Review date: [DATE]
• Reviewed by: [NAME / ROLE]
• Required notice attached: [YES / NO / NOT APPLICABLE]
• Applicable authority checked: [CITATION / NONE IDENTIFIED]
• Remote or multistate work analyzed: [YES / NO]

Jurisdictional review prompts

• California gate: confirm written notice addressing California Labor Code §§ 2870–2872.
• Washington gate: confirm written notice and scope under RCW 49.44.140.
• Minnesota gate: confirm statutory notice and scope under Minn. Stat. § 181.78.
• Delaware and New York gates: confirm statutory exclusions and any current notice or drafting requirements.
• Other jurisdiction: research current invention-assignment, employee-mobility, wage, privacy, and public-policy law before use.

SCHEDULE C — NAMED COMPANY GROUP AFFILIATES

List only affiliates with a legitimate need for protection under this Agreement. If none, state “None.”

Website Posting README — Not Part of the Agreement

Remove this README, the practitioner banner, and all incomplete brackets before signature.

Document status: PIIA-EMP; version 1.0.0; practitioner master; prepared 2026-09-02. This is a generic educational and drafting-reference resource, not an execution-ready agreement.

Intended use: Use as a starting point for an employee confidentiality and inventions-assignment agreement where the employer needs a clear present assignment, prior-invention disclosure process, protected-reporting language, and a work-state legal gate.

Do not use when: Do not use without work-state review, and do not use it as a substitute for an offer letter, equity agreement, arbitration agreement, security policy, employee handbook, or separately analyzed restrictive covenant.

Confidentiality statement: This public master was rebuilt as a clean document. It uses generic placeholders only and contains no source-document client name, matter name, signer name, source path, source filename, comments, revision history, tracked changes, or client-specific facts.

Current-law gate: Confirm current trade-secret notice, invention-assignment, classification, protected-activity, privacy, restrictive-covenant, dispute-resolution, and industry-specific requirements before each use.

Website posting note: Keep the educational disclaimer at the top, preserve bracket placeholders, and retain this README at the bottom of the public version. Never post a completed client copy.

Customization checklist

• Confirm employer entity, employee legal name, effective date, work state, governing law, forum, notice details, and any arbitration cross-reference.
• Complete every schedule; attach the current statutory notice required in the employee’s primary work state.
• Align invention scope with actual duties, business, research, systems, and approved open-source or AI-development practices.
• Confirm consideration and execution timing for a new hire versus an existing employee.
• Delete this non-operative posting README and the practitioner banner before execution.

Public-use disclaimer: This practitioner master is provided for educational and drafting-reference purposes. It is not legal advice, is not matter-cleared, and must be completed and reviewed for the parties, services, work location, governing law, and current law before use.