Proprietary Information And Inventions Agreement Template for Switzerland

The Proprietary Information And Inventions Agreement serves as a critical legal instrument for organizations operating under Swiss law that need to protect their intellectual property rights and confidential information. This document is essential when engaging employees, contractors, or consultants who will have access to sensitive information or may develop inventions during their service. It ensures compliance with Swiss legal requirements, particularly Articles 332 and 332a of the Swiss Code of Obligations regarding employee inventions, while also addressing data protection requirements under the Federal Act on Data Protection. The agreement should be implemented at the start of any employment or engagement relationship where intellectual property creation or access to confidential information is anticipated, providing clear guidelines for ownership, development, and protection of proprietary information and inventions.

1. Parties: Identification of the employer and employee, including full legal names and addresses

2. Background: Context of the agreement, employment relationship, and purpose

3. Definitions: Key terms including 'Confidential Information', 'Intellectual Property', 'Inventions', and other relevant terminology

4. Scope of Employment: Description of employee's role, responsibilities, and scope of work

5. Confidentiality Obligations: Detailed provisions regarding handling and protection of confidential information

6. Assignment of Inventions: Terms regarding ownership and assignment of inventions created during employment

7. Pre-existing IP: Declaration and treatment of pre-existing intellectual property rights

8. Development of IP: Process for documenting and reporting new inventions and developments

9. Compensation for Inventions: Terms for special compensation for employee inventions as required by Swiss law

10. Return of Materials: Obligations regarding return of confidential information and materials upon termination

11. Duration and Termination: Term of the agreement and conditions for termination

12. General Provisions: Standard clauses including governing law, jurisdiction, and severability