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Confidentiality And Intellectual Property Assignment Agreement
"I need a Confidentiality and Intellectual Property Assignment Agreement for my New Zealand-based software development company to use with our new contractors who will be developing AI algorithms, starting March 2025, with special attention to protecting our existing codebase and ensuring all new developments belong to our company."
1. Parties: Identifies and defines the parties to the agreement, including the disclosing party/IP owner and receiving party/assignor
2. Background: Sets out the context of the agreement, relationship between parties, and purpose of the IP assignment and confidentiality obligations
3. Definitions and Interpretation: Defines key terms including Confidential Information, Intellectual Property Rights, Assigned IP, and other relevant terms
4. Confidentiality Obligations: Details the obligations regarding confidential information, including use restrictions, security measures, and permitted disclosures
5. Intellectual Property Assignment: Comprehensive assignment clause transferring all relevant IP rights, including future rights and moral rights waiver
6. Warranties and Representations: Warranties regarding ownership of IP, right to assign, and non-infringement of third-party rights
7. Further Assurance: Obligation to execute additional documents and assist with IP registration and protection
8. Return of Confidential Information: Requirements for handling confidential information upon termination or request
9. Term and Termination: Duration of confidentiality obligations and circumstances for termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Independent Contractor Status: Required when the agreement is with contractors rather than employees to clarify employment status
2. International Rights: Additional provisions for protection and assignment of IP rights in other jurisdictions
3. Non-Competition: Restrictions on competitive activities, if appropriate and enforceable
4. Prior IP Retention: Clarifies any IP that the assignor retains and is not part of the assignment
5. Moral Rights Treatment: Detailed provisions regarding moral rights where creative works are involved
6. Data Protection: Additional privacy and data protection obligations where personal data is involved
7. Third Party IP: Provisions dealing with third-party IP that may be incorporated into assigned works
1. Schedule 1 - Confidential Information: Detailed list or categories of information deemed confidential
2. Schedule 2 - Assigned Intellectual Property: Comprehensive list of all IP being assigned including patents, copyrights, designs, and trade secrets
3. Schedule 3 - Excluded IP: List of any pre-existing IP or third-party IP that is explicitly excluded from the assignment
4. Schedule 4 - Approved Third-Party Disclosures: List of pre-approved third parties to whom confidential information may be disclosed
5. Schedule 5 - Assignment Deed: Form of deed for executing specific IP assignments as required
6. Schedule 6 - Security Measures: Specific security measures and protocols for protecting confidential information
Authors
Assigned IP
Business
Business Day
Commencement Date
Company
Confidential Information
Created IP
Deliverables
Developed Materials
Disclosing Party
Effective Date
Excluded IP
Future Rights
Intellectual Property Rights
Inventions
Know-How
Licensed IP
Moral Rights
New Intellectual Property
Pre-existing IP
Project
Receiving Party
Representatives
Services
Termination Date
Third Party Information
Trade Secrets
Works
Definitions
Confidentiality Obligations
Permitted Disclosures
Protection of Confidential Information
Return of Confidential Information
IP Assignment
IP Warranties
Moral Rights
Further Assurance
Non-Competition
Non-Solicitation
Term and Termination
Indemnification
Remedies
Governing Law
Dispute Resolution
Force Majeure
Assignment and Novation
Severability
Entire Agreement
Variation
Notices
Costs
Waiver
Relationship of Parties
Survival
Third Party Rights
Technology
Software Development
Biotechnology
Research and Development
Creative Industries
Manufacturing
Professional Services
Healthcare
Education
Media and Entertainment
Financial Services
Pharmaceuticals
Engineering
Artificial Intelligence
Telecommunications
Legal
Human Resources
Research and Development
Information Technology
Product Development
Engineering
Creative Services
Innovation
Operations
Executive Leadership
Business Development
Professional Services
Content Creation
Software Development
Chief Executive Officer
Chief Technology Officer
Chief Legal Officer
General Counsel
HR Director
Software Developer
Research Scientist
Product Manager
Creative Director
Content Creator
Technical Consultant
Industrial Designer
Legal Counsel
IP Manager
Innovation Manager
Project Manager
Business Development Manager
R&D Manager
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