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.
A Pennsylvania Employee Confidentiality and Invention Assignment Agreement is a legal document that outlines the terms and conditions regarding confidentiality and intellectual property rights between an employer and an employee in the state of Pennsylvania. This agreement is crucial for businesses to protect their proprietary information, trade secrets, and ensure that any work-related inventions or intellectual property created by employees during their employment is rightfully owned by the employer. The Pennsylvania Employee Confidentiality and Invention Assignment Agreement typically includes the following key provisions: 1. Confidentiality: This provision ensures that employees understand and agree to keep all non-public information confidential, both during and after their employment. It covers the protection of trade secrets, customer lists, financial information, marketing strategies, and any other valuable, proprietary information that the employee may come into contact with. 2. Non-Disclosure: This clause restricts employees from disclosing any confidential information to third parties without prior written consent from the employer. It emphasizes the importance of maintaining the confidentiality of sensitive information and imposes legal obligations on the employees to prevent unauthorized disclosure. 3. Non-Competition: Some Pennsylvania Employee Confidentiality and Invention Assignment Agreements may include a non-competition clause. This provision restricts employees from working for or starting a competing business within a certain time frame or geographical area after their employment ends. Non-compete clauses are subject to certain limitations under Pennsylvania law, and employers should ensure they are reasonable and necessary to protect legitimate business interests. 4. Intellectual Property Assignment: This section states that any inventions, discoveries, works of authorship, or other intellectual property created by the employee during their employment, which are related to the employer's business or result from their use of company resources, are the sole property of the employer. It is important for employers to clarify and assert their ownership rights over any intellectual property created by their employees. 5. Governing Law and Severability: The agreement specifies that it is governed by the laws of Pennsylvania. It also includes a severability clause to ensure that if any provision of the agreement is deemed unenforceable, the remaining provisions will still be valid and in effect. Different types of Pennsylvania Employee Confidentiality and Invention Assignment Agreements can exist based on various factors, such as the industry, nature of the business, and specific requirements of the company. For example, technology companies may have more detailed provisions regarding the confidentiality and assignment of software code or patentable inventions. Start-ups might tailor the agreement to address the protection of unique concepts, business models, or trade secrets. Similarly, industries with strict regulatory compliance may have additional clauses to safeguard sensitive data or ensure compliance with specific regulations. In conclusion, a Pennsylvania Employee Confidentiality and Invention Assignment Agreement is a crucial contractual agreement that serves to protect employers' proprietary information and ensure that any intellectual property created by employees during their employment is rightfully owned by the company. Employers should tailor the agreement to their specific needs and consult legal professionals to create a comprehensive and enforceable document.
