Patent & Invention Starter Package

 

 

WITNESSETH

 

 

 

 

 

1 - DEFINITIONS

 

 

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1.         Field of the Invention

 

[0001]          The present invention relates generally to a system and method for {insert a general description of the technology area}. More particularly, the invention relates to a system and method for {insert a general description of the invention and problem being solved}. 

 

 

2.         Description of the Related Art

 

[0002]          Existing technologies provide {insert a description of the current technologies or products being used to solve the particular problem the present invention solves}.

[0003]          The problem with the existing technologies and/or products is {insert a description of the deficiencies with the current solutions}.

[0004]          Therefore, what is needed is a system which {insert purpose of the present invention}.

 

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This Agreement is by and between [Name of Assignor] ("Assignor") and [Name of Assignee] ("Assignee").

WHEREAS, Assignor, has invented a certain new and useful invention (the "Invention") and Assignor holds one or more patents or patent applications (the “Patents”) related thereto, both of which are described in Exhibit A; and

WHEREAS, Assignee, wishes to acquire the entire rights, title, and interest in the Invention and the Patent;

NOW, the parties agree as follows:

1. Assignment. Assignor does hereby irrevocably assign to Assignee all rights, title, and interest (including but not limited to, the patent claims, all rights to prepare derivative works, all goodwill and all other rights), in and to the Patents and the Invention.

2. Consideration. In consideration for the assignment set forth in Section 1, Assignor shall pay Assignee the sum of $[xxx], payable on [Date].

3. Representations and Warranties. Assignor represents and warrants to Assignee:

(a) Assignor has the right, power and authority to enter into this Agreement;

(b) Assignor is the exclusive owner of all right, title and interest, including all intellectual property rights, in the Invention and the Patents;

(c) The Invention and Patents are free of any liens, security interests, encumbrances or licenses;

(d) There are no claims, pending or threatened, with respect to Assignor's rights in the Invention and Patents;

(e) This Agreement is valid, binding and enforceable in accordance with its terms; and

(f) Assignor is not subject to any agreement, judgment or order inconsistent with the terms of this Agreement.

 

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Recitals:

 

 

 

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Idea / Invention Title or Name: ____________________________________________________ ______________________________________________________________________________

Inventor Information:

Full Name: _________________________________________________________________

Address:

Street: _______________________________________________________________________

City: _______________________________ State: _________________

Zip/Postal: _________________________   

 

Phone:              _____________________________________

Cell Phone:       _____________________________________

Fax:                  _____________________________________

Email address: _____________________________________

Confirm email: ____________________________________

 

Collaborators / Co-Clients:

Full Name(s): _______________________________________________________________

 

 

Basic Description of Proposed Idea / Invention:

 

 

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This confidentiality and non-disclosure agreement ("Agreement") is made and entered into as of_____________, 20____("Effective Date") by and between _________________________ (“Inventor”) and _______________________________(“Interested Partner”), (collectively the "Parties" and each a "Party").

 

Whereas, Inventor has invented or developed one or more inventions as named and identified in Attachment A to this Agreement (the “Inventions”).

 

Whereas, the Parties desire to disclose certain information related to or in connection with a possible business transaction or relationship between the Parties related to the Inventions. Therefore, the Parties agree to enter into a confidential relationship with respect to the disclosure of certain information related to the Invention.

 

This Agreement expires five years after the last transmission of information between the Parties hereunder.

 

In consideration of the mutual covenants set out in this Agreement, the disclosure of certain information, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as follows:

 

(a) "Confidential information" includes all information, data, or know-how related to the Inventions including, but not limited to, that which relates to a Disclosing Party's research, products, designs, ideas, processes, drawings, business plans, product implementations, financial information, marketing techniques, business operation and systems, pricing policies, customers, and/or vendors, (including names and contact information of lenders, brokers and sellers involved in transactions or having done business with the Receiving Party and not the Disclosing Party prior to transfer of such information), disclosed by one Party to another in writing, orally, by inspection, or otherwise.  Confidential information does not include information that the Receiving Party can demonstrate:

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In consideration of my employment or continued employment by_________________ (the “Company”), and the compensation now and hereafter paid to me, I hereby agree as follows:

1.1                Recognition of Company’s Rights; Nondisclosure. I understand and acknowledge that my employment by the Company creates a relationship of confidence and trust with respect to the Company’s Proprietary Information (defined below) and that the Company has a protectable interest therein. At all times during my employment and thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company’s Proprietary Information, except as such disclosure, use or publication may be required in connection with my work for the Company, or unless an officer of the Company expressly authorizes such in writing. I will obtain Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates to my work at Company and/or incorporates any Proprietary Information. I hereby assign to the Company any rights I may have or acquire in such Proprietary Information and recognize that all Proprietary Information shall be the sole property of the Company and its assigns. I will take all reasonable precautions to prevent the inadvertent or accidental disclosure of Proprietary Information.

1.2                Proprietary Information. The term “Proprietary Information” shall mean any and all confidential and/or proprietary knowledge, data or information of the Company, its affiliates, parents and subsidiaries, whether having existed, now existing, or to be developed during my employment. By way of illustration but not limitation, Proprietary Information includes (a) trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques, and any other proprietary technology and all Proprietary Rights therein (hereinafter referred to as an “Invention” or, collectively, as “Inventions”); and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers;                            

 

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A.     Company had developed and uses technical and non-technical information vital to the success of its education and research missions.

 

B.     Employee may have access to or otherwise become acquainted with this information and, depending upon job assignments and responsibilities, may contribute to this information either through inventions, discoveries, improvements, or through studies, analyses, proposals, or otherwise.

 

C. Company desires to protect certain of this technical and non-technical information generated by its Employees by holding it as proprietary and confidential or by obtaining statutory protection (patents, trademarks, copyrights) or common law protection (trade secrets) or both.

1.                  PROPRIETARY INFORMATION

a.                   Employee shall not, except as authorized by Company, at any time during or after his/her employment directly or indirectly disclose to any other person or entity any proprietary technical information of Company or of others (collectively referred to hereinafter as "Proprietary Technical Information"), which has come into Company's or his/her possession in the course of his/her employment with Company; nor shall Employee use any such Proprietary Technical Information for his/her personal use or advantage or make it available to others. Technical information includes existing and contemplated technical information such as, for example, compositions, formulae, products, processes, methods, systems, designs, specifications, testing or evaluation procedures, machines, manufacturing procedures, production techniques, research and development activities, inventions, discoveries and improvements.

 

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