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Proprietary Inventions And Assignment Agreement
"I need a Proprietary Inventions and Assignment Agreement for my Malaysian technology startup that specializes in AI development, to be used for new software engineers and researchers starting from January 2025, with specific provisions for international patent protection and open-source software contributions."
1. Parties: Identification of the employer/company and the employee/contractor who is assigning their rights
2. Background: Context of the agreement, employment relationship, and purpose of the invention assignment
3. Definitions: Key terms including 'Inventions', 'Intellectual Property Rights', 'Proprietary Information', 'Prior Inventions', etc.
4. Scope of Employment and Services: Description of employee's role and responsibilities related to innovative work
5. Disclosure of Inventions: Employee's obligation to promptly disclose all inventions to the employer
6. Assignment of Inventions: Transfer of rights from employee to employer for inventions developed during employment
7. Proprietary Information: Definition and protection of confidential information and trade secrets
8. Assistance and Cooperation: Employee's obligations to help secure and protect IP rights, including patent applications
9. Return of Company Materials: Requirements for returning all materials and information upon termination
10. Non-Competition and Non-Solicitation: Restrictions on competing activities and soliciting other employees or customers
11. Term and Termination: Duration of the agreement and conditions for termination
12. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
13. General Provisions: Standard clauses including severability, entire agreement, and amendments
1. Prior Inventions Exclusion: Section for listing pre-existing inventions that are excluded from the agreement
2. Revenue Sharing: Terms for sharing revenue from commercialized inventions, used when offering inventors additional incentives
3. International Rights: Specific provisions for international patent filings and protection, used when international operations are anticipated
4. Academic and Publication Rights: Terms for allowing publication or academic use of inventions, relevant for research-oriented positions
5. Third Party Collaboration: Provisions for handling inventions developed in collaboration with external parties
6. Moral Rights Waiver: Explicit waiver of moral rights in jurisdictions where applicable
7. Alternative Dispute Resolution: Procedures for mediation or arbitration before court proceedings
1. Schedule A - Prior Inventions: List of pre-existing inventions excluded from the agreement
2. Schedule B - Invention Disclosure Form: Standard form for documenting and disclosing new inventions
3. Schedule C - Assignment Deed Template: Template for executing formal assignments of specific inventions
4. Schedule D - Company IP Policies: Reference to company's intellectual property policies and procedures
5. Schedule E - Revenue Sharing Framework: Details of any applicable revenue sharing arrangements
6. Appendix 1 - Witness Requirements: Requirements for witnessing and notarizing invention assignments under Malaysian law
7. Appendix 2 - Patent Filing Procedures: Internal procedures for patent applications and prosecutions
Authors
Company
Confidential Information
Effective Date
Employee
Employment Period
Intellectual Property Rights
Invention
Invention Records
Malaysian Patents Act
Moral Rights
Patent Application
Prior Inventions
Proprietary Information
Company Materials
Work Product
Assignment
Background Intellectual Property
Compensation
Disclosure
Documentation
Improvements
License
Patent Rights
Related Rights
Technical Information
Trade Secrets
Workstation
Interpretation
Assignment
Ownership
Disclosure
Confidentiality
Intellectual Property Rights
Warranties
Assistance and Cooperation
Non-Competition
Non-Solicitation
Consideration
Term and Termination
Governing Law
Dispute Resolution
Severability
Indemnification
Record Keeping
Rights and Obligations
Return of Materials
Moral Rights
Third Party Rights
Entire Agreement
Amendment
Notice
Waiver
Force Majeure
Assignment and Transfer
Compliance with Laws
Survivability
Technology
Biotechnology
Pharmaceutical
Manufacturing
Research and Development
Software Development
Electronics
Telecommunications
Healthcare
Engineering
Chemical Industry
Automotive
Aerospace
Medical Devices
Artificial Intelligence
Clean Technology
Legal
Human Resources
Research and Development
Engineering
Product Development
Innovation
Technical Operations
Intellectual Property
Laboratory Operations
Design
Scientific Research
Information Technology
Quality Assurance
Research Scientist
Software Engineer
Product Developer
R&D Manager
Technical Director
Chief Technology Officer
Innovation Manager
Laboratory Technician
Design Engineer
Systems Architect
Biotechnology Researcher
Industrial Designer
AI Developer
Chemical Engineer
Principal Investigator
Research Fellow
Technical Consultant
Product Manager
Chief Scientific Officer
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