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Proprietary Information And Inventions Agreement

Proprietary Information And Inventions Agreement Template for Nigeria

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Key Requirements PROMPT example:

Proprietary Information And Inventions Agreement

"I need a Proprietary Information and Inventions Agreement for my Lagos-based software development company, covering both in-office and remote developers, with special attention to AI-generated code ownership and open-source software contributions."

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Document background
The Proprietary Information and Inventions Agreement is a crucial document used in Nigerian business relationships where employees or contractors may have access to sensitive information or create intellectual property during their engagement. This agreement is particularly important in Nigeria's growing technology and innovation sectors, where protection of intellectual property rights is vital for business success. It combines elements of Nigerian labor law, intellectual property law, and contract law to create a comprehensive framework for protecting company assets. The document should be implemented at the start of any employment or contractual relationship where the individual will have access to confidential information or may develop innovations, inventions, or other intellectual property as part of their role. It is designed to comply with Nigerian legal requirements while providing robust protection for company interests.
Suggested Sections

1. Parties: Identifies and defines the contracting parties (typically employer/company and employee/contractor)

2. Background: Sets out the context and purpose of the agreement, including the nature of the relationship between parties

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

4. Scope of Employment/Engagement: Outlines the nature of the employment or engagement relationship

5. Confidentiality Obligations: Details the obligations regarding confidential information, including use, disclosure, and protection

6. Assignment of Inventions: Establishes the company's ownership of inventions created during employment/engagement

7. Disclosure of Inventions: Requirements for promptly disclosing any inventions to the company

8. Third Party Information: Handling of confidential information belonging to third parties

9. Return of Materials: Requirements for returning company materials upon termination

10. Non-Competition: Restrictions on competing activities during and after employment

11. Term and Termination: Duration of the agreement and termination provisions

12. Remedies: Legal remedies available in case of breach

13. General Provisions: Standard clauses including governing law, severability, and entire agreement

Optional Sections

1. Prior Inventions: Section for declaring pre-existing inventions excluded from the agreement

2. Open Source Software: Provisions regarding use and contribution to open source projects, relevant for software development roles

3. Government Rights: Required when work involves government contracts or funding

4. International Transfer of Data: Necessary when operations involve cross-border data transfers

5. Consulting Activities: Provisions for external consulting or advisory activities, if permitted

6. Academic and Publication Rights: For agreements with researchers or academic professionals

7. Moral Rights Waiver: Specific provisions regarding moral rights in creative works

8. Garden Leave: Provisions for paid leave during notice period to protect confidential information

Suggested Schedules

1. Schedule A - Prior Inventions: Detailed list of pre-existing inventions excluded from the agreement

2. Schedule B - Approved Outside Activities: List of pre-approved external activities or commitments

3. Schedule C - Specified Confidential Information: Detailed categorization of types of confidential information covered

4. Schedule D - Third Party Agreements: List of relevant third-party agreements or obligations

5. Appendix 1 - Form of Invention Disclosure: Template for documenting and disclosing new inventions

6. Appendix 2 - Exit Interview Checklist: Checklist for ensuring compliance upon termination

7. Appendix 3 - Acknowledgment Form: Form for periodic acknowledgment of compliance with the agreement

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Company
Confidential Information
Intellectual Property
Inventions
Proprietary Rights
Trade Secrets
Work Product
Prior Inventions
Moral Rights
Competitor
Developments
Materials
Personal Data
Restricted Period
Services
Technical Information
Third Party Information
Company Systems
Effective Date
Employment Period
Intellectual Property Rights
Know-How
Permitted Purpose
Proprietary Information
Restricted Business
Term
Territory
Unauthorized Disclosure
Works
Background IP
Foreground IP
Licensed Materials
Project
Research Results
Source Code
Specifications
Technical Documentation
Trade Marks
Unauthorized Use
Business Information
Commercial Information
Confidentiality Period
Created IP
Customer Information
Data Protection Laws
Employee
Industrial Property Rights
Innovation
Clauses
Definitions
Interpretation
Confidentiality
Non-Disclosure
Assignment of Inventions
Intellectual Property Rights
Work Product Ownership
Prior Inventions
Disclosure Obligations
Non-Competition
Non-Solicitation
Return of Materials
Moral Rights
Third Party Information
Data Protection
Term and Termination
Post-Termination Obligations
Remedies
Injunctive Relief
Warranties
Independent Contractor Status
Consideration
Notice
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Amendment
Waiver
Force Majeure
Dispute Resolution
Indemnification
Compliance with Laws
Survival
Relevant Industries

Technology

Pharmaceuticals

Biotechnology

Manufacturing

Research and Development

Software Development

Financial Services

Telecommunications

Professional Services

Healthcare

Energy

Education

Defense

Aerospace

Chemical Industry

Relevant Teams

Research & Development

Engineering

Product Development

Innovation

Technical Operations

Software Development

Data Science

Design

Scientific Research

Laboratory Operations

Artificial Intelligence

Information Technology

Systems Architecture

Intellectual Property

Legal

Relevant Roles

Software Engineer

Research Scientist

Product Developer

Technical Lead

Chief Technology Officer

Research Director

Laboratory Manager

Data Scientist

Systems Architect

Product Manager

Innovation Manager

Design Engineer

Principal Investigator

Technical Consultant

Development Engineer

AI Researcher

Biotechnology Researcher

Industrial Designer

Algorithm Developer

Research Fellow

Industries
Patents and Designs Act (Cap P2, Laws of the Federation of Nigeria 2004): Governs the registration and protection of patents and industrial designs in Nigeria, essential for protecting inventions and innovations created during employment
Trade Marks Act (Cap T13, Laws of the Federation of Nigeria 2004): Relevant for protecting proprietary marks, symbols, and brand-related intellectual property that may be developed during employment
Copyright Act (Cap C28, Laws of the Federation of Nigeria 2004): Protects original works including software, literary works, and other creative content developed by employees
Labour Act (Cap L1, Laws of the Federation of Nigeria 2004): Provides the framework for employment relationships and workplace obligations, including duties of confidentiality and loyalty
Contract Law/Nigerian Contract Act: Governs the formation and enforcement of contracts, ensuring the agreement is legally binding and enforceable
Evidence Act 2011: Relevant for enforcing confidentiality provisions and proving breaches of proprietary information
Nigeria Data Protection Regulation (NDPR) 2019: Regulates the collection, storage, and processing of personal data, relevant when handling confidential employee information
Freedom of Information Act 2011: May impact disclosure obligations and exceptions for proprietary information in certain contexts
National Office for Technology Acquisition and Promotion (NOTAP) Act: Relevant for technology transfer and registration of intellectual property agreements, particularly in cases involving foreign entities
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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