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Proprietary Information And Invention Assignment Agreement
"I need a Proprietary Information And Invention Assignment Agreement under Indonesian law for our Jakarta-based software development company, specifically tailored for remote workers who will be developing AI algorithms and having access to our core proprietary technology."
1. Parties: Identifies the company and the individual (employee/contractor) entering into the agreement
2. Background: Sets out the context of the agreement and the parties' relationship
3. Definitions: Defines key terms used throughout the agreement, including 'Proprietary Information,' 'Inventions,' 'Intellectual Property Rights,' etc.
4. Relationship to the Company: Describes the nature of the relationship between the individual and the company
5. Proprietary Information: Details what constitutes proprietary information and the obligations to maintain its confidentiality
6. Assignment of Inventions: Covers the assignment of inventions, developments, and improvements created during the engagement
7. Excluded Inventions: Addresses inventions explicitly excluded from the assignment obligations
8. Protection of Proprietary Information: Specifies measures required to protect confidential information
9. Return of Company Materials: Requirements for returning company materials upon termination
10. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/customers
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
1. Prior Inventions: Section for listing pre-existing inventions owned by the individual, used when the individual has relevant prior inventions
2. Third Party Information: Addresses handling of third-party confidential information, needed when the individual has access to such information
3. Government Contracts: Special provisions for work related to government contracts, required when company has government contracts
4. Open Source Software: Provisions regarding use and contribution to open source software, relevant for software development roles
5. International Rights: Additional provisions for international IP protection, needed when company operates internationally
6. Consulting Projects: Special provisions for external consulting work, applicable for employees permitted to undertake consulting
7. Academic and Publication Rights: Provisions regarding academic research and publication rights, relevant for research-focused roles
1. Schedule A - Prior Inventions: Detailed list of individual's prior inventions excluded from assignment
2. Schedule B - Excluded Inventions: Template for documenting inventions excluded from the agreement
3. Schedule C - Exit Certificate: Form to be signed upon termination confirming compliance with agreement obligations
4. Schedule D - Invention Disclosure Form: Template for documenting and disclosing new inventions to the company
5. Schedule E - Approved Activities: List of pre-approved external activities or commitments
6. Appendix 1 - Confidentiality Guidelines: Detailed guidelines for handling confidential information
7. Appendix 2 - IP Assignment Procedures: Procedures for documenting and assigning new intellectual property
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