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This document is a raw output of Ontra's PIIA generator built on Gavel. Make sure to fill out the empty fields (e.g. employer and employee name) before signing.
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A Proprietary Information and Inventions Agreement (PIIA) is important in protecting your company’s intellectual assets. This agreement, typically between an employer and an employee, outlines the boundaries of proprietary information and inventions conceived during employment. Below, we explore the essential components and additional considerations of a PIIA to enhance its effectiveness and robustness.
The agreement must precisely define what constitutes proprietary information and inventions. This clarity is crucial in preventing ambiguities that could lead to legal disputes.
The PIIA should specify the mechanisms by which the employee will maintain the confidentiality of proprietary information. This includes:
The agreement should clearly outline what happens to proprietary information and inventions if the employee leaves the company. This may involve:
The PIIA should include an invention assignment clause. This clause typically states that any invention created by the employee during their employment is the property of the employer. It should detail the process for disclosing such inventions to the employer.
Clarify the scope of the agreement. Does it cover only the information learned during the course of employment, or does it also include information obtained prior to employment? Clear distinctions prevent future conflicts.
Specify the duration for which the confidentiality clause is applicable. Some types of information may require perpetual confidentiality, while others may have a time-bound secrecy requirement.
In a global economy, specifying the geographic scope of the agreement is vital. This is particularly important for multinational companies or employees who work remotely from different jurisdictions.
Some PIIAs include non-compete clauses which restrict the employee’s ability to work in similar industries or start a competing business for a certain period after leaving the company. These clauses must be reasonable in terms of duration, geographic scope, and scope of work to be enforceable.
Outline the legal consequences if the agreement is breached. This may include monetary damages, injunctions, or other legal remedies.
Specify which state’s or country’s law will govern the agreement. This is particularly important for companies operating in multiple jurisdictions.
A well-crafted Proprietary Information and Inventions Agreement is essential for protecting a company’s intellectual property and maintaining its competitive edge. By thoroughly defining what constitutes proprietary information and inventions, outlining stringent confidentiality obligations, and detailing post-termination protocols, a PIIA serves as a vital legal safeguard. Incorporating additional considerations such as invention assignment, the scope of applicability, duration and geographic scope of confidentiality, non-compete clauses, legal consequences, and governing law further strengthens the agreement, ensuring comprehensive protection of a company's intellectual assets.
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This PIIA generator was commissioned by Ontra, a global leader in contract automation for private asset management firms. Given basic inputs like employer and employee name, it outputs a ready-to-sign standardized PIIA document used by many of Ontra's clientele.Create This Document