1. Non-Disclosure Agreements are important for protecting confidential information when sharing it with potential business partners, investors, and customers. These agreements should include a broad definition of confidential information and have a duration that adequately protects the information, which might be perpetual for trade secrets.
2. Employee Confidentiality and Invention Assignment Agreements are necessary to bind employees to confidentiality obligations and assign inventions from the employee to the company. Relying solely on the work made-for-hire doctrine may not cover the full scope of each invention made by an employee, so these agreements are crucial for protecting the company’s intellectual property.
3. Specific provisions may need to be included in non-disclosure agreements and employee confidentiality agreements based on jurisdictional considerations, employee location, employee role, and industry. Tailoring these agreements to each situation is important for effective protection of confidential information and intellectual property. 1. Contractors, consultants, and third-party providers should be subject to confidentiality obligations and assignment of intellectual property rights to the company.
2. Without a written agreement, contractors own all intellectual property they create, regardless of payment received.
3. Agreements should include a present tense assignment of all intellectual property created by the contractor, rather than just an obligation to assign.
4. Specific deliverables that the company should own should be specified in the agreement.
5. It is important for companies and their attorneys to review and understand the rights and obligations in contractor agreements to protect intellectual property.
Protect Your IP: Three Important Agreements for Founders and Executives
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