This form is a Employee Confidentiality and Invention Assignment Agreement for use with employee inventors exposed to commercial trade secrets or other confidential information as part of their job.
Oregon Employee Confidentiality and Invention Assignment Agreement: A Comprehensive Overview Introduction: The Oregon Employee Confidentiality and Invention Assignment Agreement (EC IAA) is a legal contract between an employer and an employee that establishes the rights and responsibilities of each party regarding confidentiality, intellectual property, and inventions. This agreement is essential for businesses in Oregon to protect their trade secrets, proprietary information, and ensure that any innovations created by employees during their employment are rightfully owned by the employer. Key Elements of an Oregon Employee Confidentiality and Invention Assignment Agreement: 1. Confidentiality Obligations: The EC IAA includes provisions regarding the handling of confidential and proprietary information. It outlines what constitutes confidential information, the employee's commitment to keeping it confidential, and the steps they should take to ensure its protection. This section also defines the limitations on the use and disclosure of sensitive information both during and after employment. 2. Intellectual Property: This agreement clarifies the ownership rights of any intellectual property (IP) created by the employee during the course of their employment. It establishes that all IP, including inventions, designs, patents, copyrights, and trade secrets, belong solely to the employer. It asserts that the employee agrees to promptly disclose any inventions or developments to the employer and assigns all rights to them. 3. Invention Assignment: The EC IAA typically includes a detailed provision regarding the assignment of inventions. It states that all inventions, whether patentable or not, made by the employee within the scope of their employment, belong to the employer. This provision ensures that the employer has the exclusive rights to use, license, or sell any inventions resulting from the employee's work. 4. Non-Competition and Non-Solicitation: Some Employee Confidentiality and Invention Assignment Agreements in Oregon may include clauses related to non-competition and non-solicitation. Non-competition clauses restrict the employee from engaging in similar employment or starting a competing business within a specified time frame and geographic area after leaving the company. Non-solicitation clauses prevent the employee from soliciting clients, customers, or co-workers for a competing organization. Types of Employee Confidentiality and Invention Assignment Agreements in Oregon: 1. Standard Employee Confidentiality and Invention Assignment Agreement: This is the most commonly used agreement and covers the basic obligations related to confidential information and invention assignment. It is applicable to employees in general positions not involving significant R&D or innovative work. 2. Research and Development (R&D) Employee Confidentiality and Invention Assignment Agreement: This type of agreement is specifically designed for employees involved in research, development, or innovation-intensive roles. It may include additional provisions addressing the ownership, protection, and commercialization of inventions and technologies created during employment. 3. Executive or Key Employee Confidentiality and Invention Assignment Agreement: This agreement is often used for high-level executives or employees who have access to critical company strategies, trade secrets, or other confidential information. It may have additional provisions pertaining to non-competition, non-solicitation, non-disclosure of trade secrets, and increased confidentiality requirements. Conclusion: The Oregon Employee Confidentiality and Invention Assignment Agreement is a crucial tool for businesses to safeguard their proprietary information and intellectual property rights. By establishing comprehensive terms regarding confidentiality, intellectual property ownership, invention assignment, and potentially non-competition and non-solicitation clauses, employers can protect their valuable assets and maintain a competitive advantage in the marketplace. It is advisable for employers to consult with legal professionals when drafting or implementing these agreements to ensure compliance with Oregon's employment laws and regulations.
