Invention Assignment Agreement Template for Canada

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Key Requirements PROMPT example:

Invention Assignment Agreement

"I need an Invention Assignment Agreement for our Toronto-based AI startup that will be hiring 5 senior software engineers as contractors in March 2025, with specific provisions for machine learning algorithms and AI models developed during their engagement."

Document background
The Invention Assignment Agreement is a crucial document for organizations operating in Canada that engage in innovation, research, or product development. This agreement is typically used when hiring employees or contractors who may create intellectual property during their engagement, ensuring that all innovations developed within the scope of employment are properly assigned to the organization. The document addresses both existing and future inventions, includes provisions for disclosure and documentation of inventions, and establishes obligations for cooperation in securing intellectual property rights. It must comply with Canadian federal legislation such as the Patent Act and provincial employment laws, while also considering competition law requirements to ensure enforceability. The agreement is particularly important for technology companies, research institutions, and any organization investing in innovation or product development.
Suggested Sections

1. Parties: Identifies and defines the parties to the agreement - typically the Assignor (inventor/employee) and Assignee (company/employer)

2. Background: Explains the context of the agreement, including the relationship between parties and purpose of the assignment

3. Definitions: Defines key terms including 'Invention', 'Intellectual Property Rights', 'Confidential Information', and other relevant terms

4. Assignment of Rights: Core section detailing the transfer of ownership rights in inventions from Assignor to Assignee

5. Scope of Inventions: Defines what inventions are covered, including timeframe and relationship to employment/engagement

6. Disclosure Obligations: Details the Assignor's obligations to disclose all inventions to the Assignee

7. Further Assurances: Assignor's commitment to assist with patent applications and other protection measures

8. Representations and Warranties: Assignor's warranties regarding ownership, originality, and right to assign

9. Confidentiality: Obligations regarding confidential information related to the inventions

10. Term and Survival: Duration of the agreement and which provisions survive termination

11. General Provisions: Standard legal provisions including governing law, amendments, and notices

Optional Sections

1. Excluded Inventions: Used when certain pre-existing or personal inventions need to be explicitly excluded from the assignment

2. Compensation: Include when specific compensation is provided for the assignment, beyond regular employment compensation

3. Shop Rights: Used when the employer retains limited rights to use inventions that aren't fully assigned

4. Non-Competition: Optional restrictions on competitive activities related to the assigned inventions

5. Dispute Resolution: Specific procedures for resolving disputes, including mediation or arbitration provisions

6. Return of Materials: Procedures for returning materials related to inventions upon termination

7. Third Party Rights: Addressing any third-party rights or obligations related to the inventions

Suggested Schedules

1. Schedule A - List of Pre-Existing Inventions: Detailed list of any inventions created prior to the agreement that are excluded from assignment

2. Schedule B - Invention Disclosure Form: Template form for documenting and disclosing new inventions

3. Schedule C - Assignment Confirmation: Template document for confirming assignment of specific inventions

4. Appendix 1 - Jurisdiction-Specific Requirements: Additional provisions required by specific Canadian provinces or territories

5. Appendix 2 - Witness Requirements: Requirements for witnessing and notarizing the agreement in different jurisdictions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Technology

Biotechnology

Pharmaceutical

Manufacturing

Software Development

Research and Development

Healthcare

Aerospace

Automotive

Chemical

Electronics

Clean Technology

Artificial Intelligence

Medical Devices

Industrial Design

Consumer Products

Relevant Teams

Legal

Human Resources

Research and Development

Engineering

Product Development

Innovation

Intellectual Property

Technology

Design

Scientific Research

Laboratory Operations

Patent Operations

Relevant Roles

Research Scientist

Software Engineer

Product Developer

R&D Manager

Chief Technology Officer

Innovation Director

Technical Lead

Product Designer

Research Engineer

Laboratory Manager

Industrial Designer

Systems Architect

Biotechnology Researcher

AI Engineer

Patent Manager

Technical Consultant

Research Assistant

Development Engineer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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