Proprietary Information And Inventions Assignment Agreement Template for Germany

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Key Requirements PROMPT example:

Proprietary Information And Inventions Assignment Agreement

"I need a Proprietary Information And Inventions Assignment Agreement for our Munich-based biotech startup, focusing on protecting our research data and ensuring compliance with German law, particularly for our research scientists who will be working on novel drug development projects starting January 2025."

Document background
The Proprietary Information And Inventions Assignment Agreement is essential for companies operating in Germany who seek to protect their intellectual property and confidential information while complying with German law. This document is typically implemented at the start of employment relationships where employees may create intellectual property or have access to sensitive information. It must carefully balance the employer's interest in protecting IP with employee rights under German law, particularly regarding invention compensation under the Employee Inventions Act. The agreement addresses both present and future intellectual property rights, confidentiality obligations, and data protection requirements, while ensuring compliance with German employment law, trade secret protection, and GDPR requirements.
Suggested Sections

1. Parties: Identification of the company and the individual/employee entering into the agreement

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

3. Definitions: Definitions of key terms including Proprietary Information, Inventions, Intellectual Property Rights, and Company Materials

4. Confidentiality Obligations: Detailed provisions regarding the protection and non-disclosure of confidential information

5. Assignment of Inventions: Provisions for the assignment of employee inventions in accordance with German Employee Inventions Act

6. Compensation for Inventions: Statutory requirements for compensation related to employee inventions under German law

7. Intellectual Property Rights: Assignment and handling of other intellectual property rights including copyrights and database rights

8. Protection of Trade Secrets: Specific provisions aligned with the German Trade Secret Act

9. Return of Company Property: Obligations regarding the return of company materials and information upon termination

10. Data Protection: GDPR and BDSG compliance provisions regarding personal data processing

11. Notification Requirements: Employee's obligations to notify the company of new inventions and discoveries

12. Term and Survival: Duration of obligations and which provisions survive termination

13. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

Optional Sections

1. Non-Competition: Post-contractual non-compete provisions (only if specifically required and carefully drafted to comply with German law restrictions)

2. Third Party Information: Provisions regarding handling of third party confidential information (needed if employee has access to client/partner data)

3. Prior Inventions: Section for employee to list pre-existing inventions (needed if employee brings existing IP)

4. External Activities: Provisions regarding side projects or academic work (relevant for research/academic positions)

5. Open Source Software: Specific provisions regarding use and contribution to open source projects (relevant for software development)

6. Publication Rights: Provisions regarding academic or professional publications (relevant for research positions)

Suggested Schedules

1. Schedule 1 - Prior Inventions: List of employee's pre-existing inventions and intellectual property

2. Schedule 2 - Excluded Inventions: List of specifically excluded inventions or developments

3. Schedule 3 - Third Party Agreements: List of any existing obligations or agreements with third parties

4. Appendix A - Invention Disclosure Form: Standard form for reporting new inventions to the company

5. Appendix B - Compensation Guidelines: Guidelines for statutory compensation of employee inventions under German law

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

Pharmaceuticals

Biotechnology

Manufacturing

Research and Development

Software Development

Engineering

Chemical Industry

Automotive

Electronics

Medical Devices

Artificial Intelligence

Telecommunications

Relevant Teams

Research & Development

Engineering

Product Development

Innovation

Legal

Human Resources

Information Technology

Laboratory Operations

Technical Operations

Intellectual Property

Software Development

Data Science

Design

Relevant Roles

Software Engineer

Research Scientist

Product Developer

Technical Lead

R&D Manager

Chemical Engineer

Data Scientist

AI Researcher

Systems Architect

Product Designer

Laboratory Manager

Process Engineer

Innovation Manager

Chief Technology Officer

Research Director

Development Engineer

Patent Manager

Technical Consultant

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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