This Intellectual Property Agreement (the “Agreement”) is made on [date] by and between [Name of Company], a [state] corporation located at [address] (“Company”) and [Name of Employee], an individual with an address at [address] (“Employee”).
 
WHEREAS, Employee is employed by Company in a role that requires the creation, development, and/or improvement of intellectual property; and
 
WHEREAS, Company desires to ensure that it owns all intellectual property developed by Employee during the course of his/her employment;
 
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
 
1. Definitions. For purposes of this Agreement:
 
(a) “Intellectual Property” means any and all inventions, discoveries, improvements, works of authorship, trade secrets, know-how, designs, and any other intellectual property created, developed, or improved by Employee during the course of his/her employment with Company.
 
(b) “Company Intellectual Property” means any and all intellectual property owned by Company prior to the date of this Agreement or developed by Company during the course of Employee’s employment with Company.
 
2. Ownership of Intellectual Property. Employee agrees that all Intellectual Property created, developed, or improved by Employee during the course of his/her employment with Company, whether alone or in conjunction with others, shall be the exclusive property of Company. Employee hereby assigns to Company all right, title and interest in and to such Intellectual Property, including without limitation patent, copyright, trademark, trade secret, moral rights, and all other proprietary rights therein.
 
3. Company Intellectual Property. Employee agrees that any and all Company Intellectual Property shall remain the exclusive property of Company. Employee shall not use or disclose any Company Intellectual Property, except as necessary to perform his/her duties for Company.
 
4. Disclosure of Intellectual Property. Employee shall promptly disclose to Company all Intellectual Property created, developed, or improved by Employee during the course of his/her employment with Company, whether alone or in conjunction with others. Employee shall fully cooperate with Company in the preparation, filing, and prosecution of any patent, copyright, trademark, or other application or registration for the Intellectual Property, and shall execute all documents reasonably necessary or appropriate to effectuate such preparation, filing, and prosecution.
 
5. Enforcement of Intellectual Property Rights. Employee shall assist Company, at Company’s expense, in the enforcement of any and all intellectual property rights in the Intellectual Property, including without limitation any patent, copyright, trademark, or trade secret rights.
 
6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of [state].
 
7. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.
 
8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and assigns.
 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
 
[Name of Company] [Name of Employee]
 
By: ______________________ ______________________
 
Title: ______________________ Date: ______________________
 
Date: ______________________