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Note: Links to our free templates are at the bottom of this long guide.
Also note: This is not legal advice

Introduction

Securing a business’ intellectual property is vital to its success and longevity, so it’s no surprise that creating a Proprietary Information and Inventions Agreement is a highly important process. Such an agreement, which is legally binding between the parties involved, outlines the rights and responsibilities of each party with respect to proprietary information and inventions.

The objective of this agreement is twofold: to ensure that confidential information remains within the business and not shared outside third parties; as well as preventing anyone from utilising, developing or exploiting inventions without prior consent from the business. This covers who owns any inventions or derivative works, as well as responsibility for filing patents or copyrights if needed. It also serves as a deterrent for potential thieves who are aware that unauthorized use of intellectual property will result in legal repercussions.

Not only does it guard against theft though; this agreement also provides a framework for collaborations with other parties such as partnerships and joint ventures by laying out terms for all involved parties to adhere to - ensuring any future projects are done in a fair manner beneficial to all those factoried in. The ��������Ƶ team understands how crucial these agreements can be in protecting businesses’ IP assets; hence why we provide free template libraries containing millions of datapoints describing what market-standard agreements look like. That way everyone has access - whether they have an account on ��������Ƶ or not - to create an effective contract without having to hire an expert lawyer. Read on below for step-by-step guidance on creating such agreements, plus information on accessing our template library today…

Definitions

Proprietary Information: Information that has been kept secret and shared between two parties, which gives its owner an advantage over competitors.
Trade Secret: Confidential information that gives its owner a competitive edge.
Confidential Information: Private information that is shared between two parties and is essential to their relationship.
Non-Confidential Information: Information that has been made public or is freely available.
Patentable Invention: A novel, non-obvious, and useful device, process, composition, or machine.
Unpatentable Invention: A device, process, composition, or machine that is not novel, obvious, or useful.
Improvement: A modification or addition to an existing product, process, or machine that provides an advantage.
Intellectual Property Rights: Rights to inventions, ideas, and creations that are owned by the person or entity that created them.
Obligations: Responsibilities or duties that must be fulfilled.
Restrictions: Limitations on an activity or action.
Non-Compete Provisions: An agreement that prohibits someone from competing with another in the same field.
Non-Solicitation Provisions: An agreement that prohibits someone from soliciting another’s customers or employees.
Choice of Law: The law that will govern an agreement.
Venue: The court or tribunal where a dispute will be heard.
Mediation or Arbitration: A process in which a third party assists two parties in resolving a dispute.
Termination: The ending of an agreement.
Damages and Fees: Monetary compensation or costs associated with a breach of an agreement.
Return of Proprietary Information: The transfer of confidential information back to the party that shared it.

Contents

1. Definition of Proprietary Information
2. Definition of Trade Secret
3. Definition of Confidential Information
4. Definition of Non-Confidential Information
5. Definition of Inventions
6. Definition of Patentable Inventions
7. Definition of Unpatentable Inventions
8. Definition of Improvements
9. Ownership of Intellectual Property
10. Who Owns the Intellectual Property rights
11. How to File for a Patent or Trademark
12. Confidentiality
13. Obligations of the Parties
14. Restrictions on Disclosure
15. Use of Proprietary Information
16. Limitations on Use
17. Restrictions on Use of Proprietary Information
18. Non-Compete Provisions
19. Non-Soliciation Provisions
20. Assignment of Inventions
21. Assignments of Intellectual Property Rights
22. Assignments of Patents and Trademarks
23. Non-Disclosure
24. Restrictions on Disclosure
25. Non-Compete Provisions
26. Non-Soliciation Provisions
27. Dispute Resolution
28. Choice of Law
29. Venue
30. Mediation or Arbitration
31. Termination
32. Termination of Contract
33. Damages and Fees
34. Return of Proprietary Information
35. Final Considerations and Signing
36. Review of Contract
37. Exchange of Signatures
38. Date of Execution

Get started

Definition of Proprietary Information

• Start by defining what constitutes proprietary information, making sure to include all relevant information that should be kept confidential
• Create a clear definition of what is considered proprietary information and what is not, and make sure that the definition is broad enough to encompass any and all information that should remain confidential
• Include a list of examples of what is considered proprietary information
• Ensure that the definition is clear and concise, so that all parties understand what is and is not considered proprietary information
• When all parties are in agreement and the definition of proprietary information is clear, you can check this step off your list and move on to the next step of the guide.

Definition of Trade Secret

• Define what constitutes a trade secret and why it is important to protect it
• Include a definition of trade secret in the agreement that specifies what it is and why its confidential nature should be respected
• Set out what constitutes a breach of confidentiality, such as disclosing the trade secret without authorization
• Identify the consequences of such breach, such as monetary penalties or legal action
• Specify how the trade secret is to be handled and who is authorized to access it
• When the agreement is complete, check that all definitions and provisions regarding trade secrets are included and accurate.

Definition of Confidential Information

• Define what is considered confidential information
• Examples may include proprietary formulas, strategies, processes, methods, techniques, algorithms, inventions, designs, drawings, and other technical information, software code, customer lists, marketing plans and strategies, pricing structures, etc.
• Include who owns the confidential information - the company or the employee
• Include a definition for what is considered a “permissible use” of the confidential information
• Specify how long the confidentiality agreement covers - a period of time or indefinitely
• When you have finished defining confidential information and the parameters of the agreement, you can check this off your list and move on to the next step.

Definition of Non-Confidential Information

• Review the definition of Confidential Information in the agreement
• Determine what information does not fit the definition of Confidential Information
• Draft a definition of Non-Confidential Information and add it to the agreement
• Make sure the definition is in line with the definition of Confidential Information
• Once the definition of Non-Confidential Information is drafted and added to the agreement, you can check this step off your list and move on to the next step - Definition of Inventions.

Definition of Inventions

• Define what constitutes an invention under the agreement
• List examples of what would constitute an invention, such as new processes, methods, formulas, software, products, etc.
• Specify any additional areas of invention that should be included, such as improvements, discoveries, and additional components
• Specify that any invention created as a result of the agreement should be considered owned by the company
• Outline the process for employees to disclose any inventions they create in connection with their employment
• When you have a clear definition of what constitutes an invention and the process of disclosure outlined, you can move on to the next step of defining patentable inventions.

Definition of Patentable Inventions

• Identify what types of inventions and products are eligible for patent protection
• Research relevant case law and legal precedent to determine which inventions can be patented
• Outline the criteria that must be met in order to qualify as a patentable invention
• Create a list of examples of patentable inventions

You can check this off your list and move on to the next step when you have identified and outlined the criteria for patentable inventions, and created a list of examples.

Definition of Unpatentable Inventions

• Clearly define what types of inventions are unpatentable and will remain as proprietary information.
• These could include inventions that are illegal or unethical, are part of confidential information, or are too abstract to qualify for patent protection.
• Be sure to include examples of each type of unpatentable invention.
• Reference any applicable local laws and guidelines that may be relevant.
• Once you have outlined the types of inventions that are unpatentable and included the necessary examples, you can check this step off your list and move on to the next step.

Definition of Improvements

• Review the agreement and decide which items need to be defined as “Improvements”
• Decide how Improvements will be classified and how they will be owned
• Define the scope of the Improvements
• Draft language to include in the agreement that clearly defines what constitutes an Improvement
• Ensure that the language clearly states who owns the Improvements
• Have the agreement reviewed and approved by the necessary parties
• Once the agreement is signed, you can be confident that the definition of Improvements is clear and that ownership is established.

Ownership of Intellectual Property

• Outline who owns the intellectual property rights for all inventions, discoveries, information, software, and works of authorship created by employees, contractors, officers, or directors in the course of their work.
• Make sure to include language that specifies that all intellectual property rights created or developed by the employees, contractors, officers, or directors during the course of their work are owned by the company.
• Add a clause that specifies that the employee, contractor, officer, or director will assign all rights and title in any such intellectual property to the company free of charge and that the employee, contractor, officer, or director will execute all documents necessary to accomplish the assignment.
• Once the above items are completed, you can move on to the next step, which is to define who owns the intellectual property rights.

Who Owns the Intellectual Property rights

• Determine who owns the intellectual property rights for the invention.
• Obtain written consent from all parties claiming ownership of the intellectual property rights.
• Ensure each party is aware of the ownership rights and their rights to the invention.
• Include the names of the inventors in the agreement.
• Make sure the agreement clearly states who owns the intellectual property rights.

Once you have obtained written consent from all parties claiming ownership of the intellectual property rights, and have ensured each party is aware of the ownership rights and their rights to the invention, you can move on to the next step.

How to File for a Patent or Trademark

• Research existing patents and trademarks to make sure you are not infringing on existing intellectual property rights
• Prepare a patent or trademark application and submit it to the United States Patent and Trademark Office
• Monitor the status of the application and respond to any inquiries from the USPTO
• Once the application is approved, you can receive a patent or trademark registration certificate

You’ll know you can move on to the next step when you have received a patent or trademark registration certificate.

Confidentiality

• Draft a confidentiality agreement that clearly outlines the confidential information that is subject to protection
• Include the definition of “confidential information” in the agreement
• Outline the responsibilities of the parties in regards to protecting confidential information
• Specify the duration of the confidentiality agreement
• Specify the remedies for breach of confidentiality
• Sign and date the agreement

Once the confidentiality agreement is drafted and signed, the parties will have a legally binding agreement that outlines their responsibilities in regards to confidential information. They can then move on to the next step in the process of creating a proprietary information and inventions agreement.

Obligations of the Parties

• Determine the obligations of each party with respect to the confidential information and inventions.
• Outline the responsibilities of each party in the agreement.
• Specify the ownership rights of each party.
• Describe the responsibilities of the disclosing party in providing the confidential information and inventions.
• Include the obligations of the receiving party in regards to the confidential information and inventions.

When you have determined each party’s obligations and included them in the agreement, you can check this off your list and move on to the next step.

Restrictions on Disclosure

• Identify what information is to be considered confidential and should not be disclosed
• Place restrictions on the disclosure of that confidential information to third parties
• Ensure that any confidential information shared with third parties is kept secure
• Specify the permitted uses of confidential information
• Establish a way to monitor any misuse of confidential information

When you have identified and established restrictions on the confidential information covered within the agreement, you can move on to the next step.

Use of Proprietary Information

• Draft a paragraph that outlines the employee’s responsibility to use proprietary information only for business purposes and not for personal gain.
• Draft a paragraph that explains the employee’s obligation to keep confidential any proprietary information that is not generally known or available to the public.
• Draft a paragraph that explains the employee’s obligation to not use or disclose any proprietary information of the company or of any third party that the company has obtained from a third party.
• Draft a paragraph that explains the employee’s obligation to return all proprietary information of the company or of any third party that the company has obtained from a third party upon termination of the employment.
• Once these paragraphs are drafted and finalized, you can check this step off your list and move on to the next step.

Limitations on Use

• Review the company’s policies on proprietary information and inventions and determine what limitations should be included in the agreement
• Identify any additional restrictions that may be necessary to protect the company’s interests
• Create a clause that outlines the limitations of use and any restrictions that should be agreed upon by both parties
• Ensure that all restrictions are in compliance with applicable laws
• When the limitations and restrictions have been drafted, review them with the other party and have them sign the agreement to confirm their understanding and acceptance of the terms
• Check off this step as complete and move onto the next step, which is to review the restrictions on use of proprietary information.

Restrictions on Use of Proprietary Information

• Identify any proprietary information owned by the employer and provide a detailed list of such information.
• Specify the proper use of the proprietary information, including any restrictions on how it can be used or disclosed.
• Outline how long the restrictions on the use of the proprietary information will be in effect.
• Include a clause stating that any violation of the restrictions on the use of the proprietary information will be considered a breach of the agreement.

When you have completed this step, you should have a written agreement that outlines the restrictions on the use of the proprietary information owned by the employer.

Non-Compete Provisions

• Draft a clause that outlines the employee’s agreement not to compete with the company in any capacity.
• Specify any geographic or industry limitations in the non-compete clause.
• Set out the length of time that the non-compete agreement will last.
• Consider whether the clause should include any provisions allowing the employee to compete in certain ways, such as consulting for other companies.
• Add a clause that states that the employee agrees to refrain from disclosing anything that could be considered confidential information.
• Include a clause that states that the employee agrees not to use any of the company’s proprietary information or inventions while employed with the company.

Once you have drafted and finalized the non-compete provisions, you can move on to the next step, which is drafting non-solicitation provisions.

Non-Soliciation Provisions

• Determine whether your company needs to include non-solicitation provisions in the agreement
• Draft a clause that prohibits the employee from soliciting clients, vendors, or employees of the company
• Include an exception to the non-solicitation clause if it is necessary
• Specify a time period for the non-solicitation clause
• Make sure to include a geographic area that is applicable to the non-solicitation clause
• Decide whether you want to include a monetary penalty for violation of the non-solicitation clause
• When you are satisfied with the clause, include it in the Proprietary Information and Inventions Agreement
• You can check this off your list and move on to the next step when the non-solicitation provisions have been included in the agreement.

Assignment of Inventions

• Identify who owns inventions created by employees, contractors, and consultants.
• Determine whether the company should own any intellectual property created in the course of the work.
• Include a statement that assigns any intellectual property to the company.
• Specify that the company, not the employee, owns any intellectual property created related to the employee’s work.
• Specify any exceptions to the assignment of inventions, such as pre-existing ideas, inventions created outside the scope of employment, or inventions created as part of another job.
• Include a statement that any inventions created must be disclosed to the company.
• Include a statement that the employee won’t file any patent or trademark applications without the company’s consent.
• Include a statement requiring the employee to execute documents necessary to obtain and assign intellectual property rights.

You’ll know you’ve completed the Assignment of Inventions step when you have determined who owns the inventions created by employees, contractors, and consultants, included a statement that assigns any intellectual property to the company, and included a statement requiring the employee to execute documents necessary to obtain and assign intellectual property rights.

Assignments of Intellectual Property Rights

• Determine which intellectual property rights (IPR) the employee is assigned to
• Identify the IPRs that should be assigned to the employer
• Draft a provision in the agreement that assigns all IPRs from the employee to the employer
• Include language that specifies the employer’s ability to use, develop, and exploit the IPRs
• Have both parties sign the agreement

When you can check this off your list and move on to the next step:

• Once the agreement has been signed and both parties have agreed to the assignment of IPRs, the step to assign patents and trademarks can begin.

Assignments of Patents and Trademarks

• Identify the parties to the agreement, as well as any employees, contractors, or agents that may be involved
• Outline the scope of the agreement, including any definitions of proprietary information and inventions
• List any patents, trademarks, or other protected intellectual property rights held by the parties
• Specify that the assignment of those rights is effective immediately and is irrevocable
• Detail any additional obligations of the parties to the agreement, such as confidentiality or non-compete clauses
• Establish the terms of any compensation or royalties due to the parties
• Have a signature page for the agreement, signed and dated by all parties
• Ensure that the agreement is compliant with all applicable state and federal laws

When this step is complete, you should have a fully executed Proprietary Information and Inventions Agreement.

Non-Disclosure

• Create an agreement that outlines the confidential information and inventions that will be protected.
• Specify the duration of the agreement, including when the agreement begins and when it ends.
• Make sure to include a statement that both parties agree to keep the confidential information and inventions confidential.
• Identify the parties to the agreement and provide a description of the confidential information and inventions.
• Include a statement that outlines the remedies available to the disclosing party in the event of a breach of the agreement.
• When complete, both parties should sign the agreement and provide a copy to the other party.

You’ll know the step is complete when the parties have signed and returned the agreement.

Restrictions on Disclosure

• Draft restrictions on disclosure that employees must abide by, such as limitations on sharing proprietary information with third parties - e.g. not disclosing any information to competitors or other interested parties
• Ensure that the agreement clearly defines when and where employees can share information, and that they must report any breaches of the agreement
• Make sure to include a clause that states that employees are prohibited from using the information or any materials obtained from the company for personal advantage, financial gain, or other purposes
• When complete, ensure that employees sign the agreement to indicate that they understand and agree to the restrictions set out in the document
• Once the agreement is signed, you can check this step off your list and move on to the next step.

Non-Compete Provisions

• Draft a clause that defines what is considered a “Competing Business”, as this is important to limit the scope of the non-compete provisions
• Draft a clause that prohibits the employee from engaging in a Competing Business during their employment
• Draft a clause that prohibits the employee from engaging in a Competing Business for a defined period of time after the end of their employment
• Draft a clause that defines the geographic area in which the employee is prohibited from engaging in a Competing Business
• Draft a clause that prohibits the employee from utilizing proprietary information or trade secrets in the operation of a Competing Business

You can check this step off your list when you have drafted a comprehensive Non-Compete Clause that outlines the scope of the non-compete provisions and the restrictions placed on the employee.

Non-Soliciation Provisions

• Draft and review the non-solicitation provisions: These provisions should outline any restrictions on the parties’ ability to solicit each other’s employees, customers, or contractors.
• Ensure the non-solicitation provisions are tailored to the circumstances: The agreement should include the time and geographic limitations of the restrictions, as well as any exceptions that may apply.
• Finalize the non-solicitation provisions: Once the provisions have been drafted and reviewed, sign and date the agreement.

Once the non-solicitation provisions have been finalized, the parties can move on to the next step, which is to draft and review the dispute resolution provisions.

Dispute Resolution

• Choose a dispute resolution process that works best for the parties involved, such as arbitration or litigation.
• Include a clause in the agreement requiring all parties to negotiate in good faith, and determine when/where the dispute resolution process will take place.
• List any exceptions to the dispute resolution clause, such as when a party can seek injunctive relief.
• Describe the process for selecting and appointing a neutral third-party to mediate the dispute.
• Specify the costs associated with the dispute resolution process, such as filing fees and other related expenses.
• When all applicable steps have been completed, check off this step and move on to the next step of creating a Proprietary Information and Inventions Agreement.

Choice of Law

• Determine which state’s law will govern the agreement.
• Consider consulting a lawyer or legal professional to decide which state’s law should be used.
• Specify the governing law in the agreement.
• Once the governing law has been determined and specified in the agreement, the Choice of Law step is complete.

Venue

• Consider the forum in which any dispute will be heard.
• Depending on the jurisdiction, the parties may be able to choose the venue of the dispute in advance.
• Agree upon the appropriate venue in the agreement and include a provision that requires the parties to submit to the chosen venue before any other forum.
• Make sure to include language that allows either party to seek injunctive relief in any court of competent jurisdiction.
• Once the appropriate venue has been selected and included in the agreement, proceed to the next step.

Mediation or Arbitration

• Draft a clause in the agreement that outlines how any disputes will be handled, such as through mediation or arbitration
• Consider including a clause that states that all disputes must be submitted to a mediator, who will then decide the outcome.
• Make sure that both parties agree to the terms of the mediation or arbitration and sign off on the agreement
• Once both parties have agreed and signed off, you can move on to the next step in the process.

Termination

• Identify the length of time in which the agreement will remain in effect
• Specify what type of termination can occur, such as voluntary or involuntary
• Include a clause for early termination in the event of breach of contract
• Set out the circumstances and process for terminating the agreement
• Establish a procedure for the return of any confidential information or inventions
• Include a clause that requires all parties to be bound by the terms of the agreement even after its termination

Once you have completed all of these steps, you can check off this item and move on to the next step in the guide - Termination of Contract.

Termination of Contract

• Determine the circumstances under which the contract can be terminated:
• Decide how long the contract will last
• Determine any conditions or events that can trigger a termination
• Agree on what constitutes a breach of contract
• Decide how the termination process should work:
• Identify who can initiate the termination process
• Identify what notice must be given before termination
• Outline the steps to be taken to ensure a smooth termination process
• Outline the rights and obligations of each party upon termination:
• Determine who will have access to any confidential information after termination
• Decide who will own the intellectual property developed during the contract
• Specify if any compensation is due upon termination
• When you have agreed on all the details of the termination clause, document it in the contract.

You’ll know when you can check this step off your list when all the details of the termination clause have been agreed upon and documented in the contract.

Damages and Fees

• Identify the types of damages that may be imposed on the employee in the event of breach of the agreement.
• Specify the amount of liquidated damages that may be imposed on the employee in the event of a breach of the agreement.
• Specify whether the employee is responsible for any attorneys’ fees or costs incurred by the employer in enforcing the agreement.
• Include a section detailing the consequences of breach of the agreement by the employer.

You will know when you can check this step off your list and move on to the next step when you have included all of the necessary language regarding damages and fees into the Agreement.

Return of Proprietary Information

• Establish an agreement that outlines the expectations for the return of proprietary information, inventions, and materials upon termination of the agreement
• Ensure that any information that was provided by the company during the agreement period is returned to the company upon termination
• Ensure that any inventions created as a result of the agreement are assigned back to the company upon termination
• Specify the timeframe for the return of the proprietary information and inventions
• When the agreement is complete and all proprietary information and inventions have been returned to the company, check this step off your list and move on to the next step: Final Considerations and Signing.

Final Considerations and Signing

• Make sure both parties have read and understand the entire contract before signing
• Have both parties sign and date the contract in the designated places
• Make sure both parties receive a copy of the signed contract
• When the contract has been completed and signed, the process of creating a Proprietary Information and Inventions Agreement is complete and both parties can move forward with the agreement
• Be sure to store any copies of the signed agreement in a secure location for future reference

Review of Contract

• Carefully review the Proprietary Information and Inventions Agreement
• Make sure that all sections are filled out and all changes have been agreed to
• Check that both parties have signed and dated the agreement
• Once the review is complete, both parties can move on to the next step of exchanging signatures.

Exchange of Signatures

• Exchange the signed copies of the Proprietary Information and Inventions Agreement with the other party.
• Ensure that both parties have signed the document.
• Make copies of the signed agreement and keep them in a secure place.
• Once all parties have signed the document, you can check this off your list and move on to the next step.

Date of Execution

• When both the employer and the employee have signed the agreement, the date of execution is the date on which both parties have signed the agreement.
• Have the employer and employee both sign the agreement and enter the date in the Date of Execution field.
• Check the Date of Execution field for the date the employer and employee have both signed the agreement.
• Once the Date of Execution field is populated, you have completed this step and can move on to the next step.

FAQ

Q: What legal considerations should I take into account when creating a Proprietary Information and Inventions Agreement?

Asked by Elizabeth on 25th April 2022.
A: When creating a Proprietary Information and Inventions Agreement, there are a number of legal considerations that you should take into account. Depending on your jurisdiction (UK, USA, or EU), different laws and regulations will apply. Additionally, you should consider the particular industry or sector that your business operates in, as well as your specific needs. For instance, if you have a SaaS business, technology-based business, or a B2B business, there may be different legal considerations to take into account than someone who operates in a different industry. Finally, you should consider the specific needs of your business and determine if such an agreement is actually necessary.

Q: Are Proprietary Information and Inventions Agreements legally binding?

Asked by Emily on 7th June 2022.
A: Generally speaking, Proprietary Information and Inventions Agreements are legally binding when they are properly executed. The exact terms and conditions of the agreement will vary depending on the jurisdiction in which it was drafted (such as the UK, USA or EU) as well as the particular needs of the parties involved. It is important to ensure that any such agreement meets all relevant legal requirements in order for it to be legally binding. Additionally, it is important to ensure that all parties involved fully understand the terms of the agreement before signing it.

Q: How does a Proprietary Information and Inventions Agreement differ from other types of contracts?

Asked by Noah on 13th August 2022.
A: A Proprietary Information and Inventions Agreement is unique in that it seeks to protect the confidential information and inventions of a party who is developing such assets. This type of agreement typically sets out who owns such assets, how they can be used and shared, who is responsible for protecting them, and what actions are prohibited with respect to them. This type of contract is also distinct from other types of contracts in that its purpose is to protect the intellectual property of one party rather than setting out an agreement between two or more parties.

Q: What elements must be included in a Proprietary Information and Inventions Agreement?

Asked by Ava on 20th October 2022.
A: Generally speaking, a Proprietary Information and Inventions Agreement should include several key elements in order for it to be legally binding. These elements include definitions for terms used within the agreement; provisions regarding ownership; provisions regarding confidentiality; provisions regarding non-disclosure; provisions regarding intellectual property rights; provisions regarding infringement; provisions regarding indemnification; provisions regarding dispute resolution; and provisions regarding termination. Depending on your particular needs, additional provisions may also need to be included in order for the agreement to be enforceable.

Q: How long does a Proprietary Information and Inventions Agreement last?

Asked by Liam on 27th December 2022.
A: The length of time that a Proprietary Information and Inventions Agreement remains in force will vary depending on its specific terms and conditions as well as applicable law in the jurisdiction where it was created (such as UK, USA or EU law). Generally speaking, these types of agreements typically remain in force until terminated by one of the parties involved. That being said, some agreements may also contain specific expiration dates or renewal clauses that determine how long they remain valid for. It is important to thoroughly read any such agreement before signing it in order to ensure that all parties understand its terms and conditions.

Q: What happens if someone breaches a Proprietary Information and Inventions Agreement?

Asked by Emma on 3rd March 2023.
A: If someone breaches a Proprietary Information and Inventions Agreement then they may be subject to various penalties depending on their jurisdiction (such as UK, USA or EU law) as well as any specific provisions outlined in the agreement itself. Generally speaking, breach of such an agreement may result in legal action being taken against them or they may be subject to financial penalties or damages awards if applicable. It is important to ensure that all parties involved fully understand their obligations under such an agreement before signing it so that any breaches can be avoided where possible.

Q: What happens if I need to make changes to my Proprietary Information and Inventions Agreement?

Asked by Michael on 10th May 2023.
A: If you need to make changes to your Proprietary Information and Inventions Agreement then this typically requires both parties involved agreeing to such changes in writing prior to them taking effect. Depending on your jurisdiction (including UK, USA or EU law), there may also be additional requirements that need to be met before any changes can take effect such as notifying all relevant parties or obtaining third-party approval in certain circumstances. It is important to ensure that any changes made do not contradict any existing provisions within the agreement so that it remains legally binding after they have been made.

Example dispute

Suing a Company over Proprietary Information and Inventions Agreement

• Review contract documents and determine if the company violated the proprietary information and inventions agreement.
• Hire an attorney to help you understand all of the relevant legal documents, regulations and civil law that may apply to the case.
• Gather evidence to prove the company violated the agreement.
• File a lawsuit against the company in court.
• Negotiate for an out of court settlement or seek damages in court if the company is found to have breached the contract.
• If damages are awarded, seek to have them calculated based on the terms of the agreement.
• Seek injunctive relief if the company continues to violate the agreement after the lawsuit is filed.

Templates available (free to use)

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