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Employee Intellectual Property Agreement
"I need an Employee Intellectual Property Agreement for our New Zealand-based software development company that particularly focuses on protecting our AI algorithms and software code, while allowing our developers to contribute to open-source projects with approval."
1. Parties: Identifies the employer and employee entering into the agreement
2. Background: Sets out the context of the agreement, including the employee's role and the nature of the employer's business
3. Definitions: Defines key terms including Intellectual Property, Confidential Information, Inventions, Works, and other relevant terms
4. Scope of Employment: Outlines the employee's role and responsibilities relating to potential IP creation
5. Ownership of Intellectual Property: Establishes employer ownership of IP created during employment and using company resources
6. Assignment of Rights: Contains express assignment provisions for all types of IP created during employment
7. Disclosure Obligations: Details the employee's obligations to disclose any IP created during employment
8. Confidential Information: Defines and protects the company's confidential information and trade secrets
9. Moral Rights: Addresses the employee's moral rights under the Copyright Act 1994
10. Employee Warranties: Employee's confirmations regarding third-party IP and previous obligations
11. Post-Employment Obligations: Continues protection of IP and confidential information after employment ends
12. General Provisions: Includes standard clauses on governing law, severability, and entire agreement
1. Pre-Existing IP: Used when the employee brings existing IP to the role that needs to be excluded from the agreement
2. Third Party Collaboration: Include when the role involves working with external parties or joint development projects
3. Open Source Software: Required for software development roles where open source materials may be used
4. Academic and Publication Rights: Include for research-focused roles where publishing rights need to be addressed
5. Commissioned Works: Add when the role involves creating works specifically commissioned by clients
6. International IP Rights: Include when the employee's work may create IP rights in multiple jurisdictions
7. Competition Restrictions: Add when specific competitive activities need to be restricted in relation to IP
8. License Back Provisions: Used when the employee may need to use company IP for specific permitted purposes
1. Schedule 1 - Pre-Existing IP: Lists any IP owned by the employee prior to employment that is excluded from the agreement
2. Schedule 2 - Excluded Inventions: Details any specific inventions or works that are excluded from the scope of the agreement
3. Schedule 3 - IP Disclosure Form: Template form for employees to disclose new IP created during employment
4. Schedule 4 - Approved Outside Activities: Lists any approved activities where the employee can create IP outside of employment
5. Appendix A - IP Assignment Deed: Template deed for formal assignment of specific IP rights as needed
6. Appendix B - Confidentiality Requirements: Detailed procedures and requirements for handling confidential information
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