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Proprietary Rights Agreement
"I need a Proprietary Rights Agreement for my Singapore-based AI startup to ensure all IP developed by our new machine learning engineers and data scientists is owned by the company, particularly focusing on protecting our algorithmic innovations and training data."
1. Parties: Identifies the contracting parties and their details
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Ownership of Intellectual Property: Clear assignment of IP rights created during employment
5. Confidentiality Obligations: Protection of confidential information and trade secrets
6. Assignment of Rights: Transfer of existing and future IP rights
7. Warranties and Representations: Guarantees regarding ownership and non-infringement
8. Term and Termination: Duration and termination provisions
1. Non-Competition: Restrictions on competitive activities - include when protecting business interests from competitive threat
2. Moral Rights: Treatment of moral rights in copyrighted works - include when dealing with creative works
3. Third Party Rights: Rights of third parties under the agreement - include when third parties may have interest in the IP
1. Schedule of Existing IP: List of pre-existing IP brought into the relationship
2. Schedule of Assigned Rights: Specific IP rights being assigned under the agreement
3. Form of Assignment: Template for future IP assignments
4. Description of Duties: Detailed description of role and responsibilities
Authors
Intellectual Property
Confidential Information
Created IP
Pre-existing IP
Works
Inventions
Moral Rights
Trade Secrets
Proprietary Information
Background Technology
Deliverables
Documentation
Effective Date
Employment Period
Engagement
Intellectual Property Rights
Materials
Patents
Copyright
Trade Marks
Registered Designs
Know-how
Services
Territory
Third Party Rights
Work Product
Business
Competitor
Group Company
Permitted Purpose
Personal Data
Representatives
Restricted Period
Confidentiality
Moral Rights
Warranties and Representations
Ownership of IP
Disclosure Obligations
Further Assurance
Non-Competition
Non-Solicitation
Consideration
Assistance with IP Protection
Record Keeping
Return of Materials
Survival of Obligations
Term and Termination
Independent Contractor Status
No Conflict
Waiver
Severability
Governing Law
Dispute Resolution
Assignment and Transfer
Third Party Rights
Entire Agreement
Amendments
Notices
Data Protection
Force Majeure
Indemnification
Cooperation
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