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Schwegman Lundberg & Woessner

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Employee Confidentiality Agreement

A standard agreement for company employees should be developed and used for all employees.

The following are general descriptions of terms that can be considered in standard employee agreements (to the extent permissible by local law):

  • No Violations of Third Party Agreements. The employee should attest that the employee’s work for the company does not violate any non-compete or other contractual obligations to third parties.  This includes prior  employers and disclosure of any agreements restricting the work that the employee can perform for the company.
  • Warranty of Originality. The employee should warrant that he or she will provide only original IP to the employer.
  • Disclosure of Inventions. The employee should agree to disclose (to the company) the inventions made or conceived while employed by the company, except as exempt by state law.
  • Assignment of Inventions. The employee should agree to assign all rights in inventions to the company.
  • Works for Hire/Assignment of Copyrights. The employee should agree to assign all rights in copyrights to the Company, and Agreement that any qualifying copyright works are to be treated as works made for hire.
  • Execution of Documents. Employee should understand and agree to execute documents in support of the assignment of rights or pursuit of IP rights.
  • Nondisclosure. The employee should protect confidential information of the company and not disclose such confidential information outside the company.
  • Non-compete. [Optional – in consultation with Legal]
  • Disclosure of Inventions at Termination. The employee should also agree to disclose all inventions made at the company that may have not previously disclosed before exiting the Company.