EMPLOYMENT INVENTION AGREEMENT

This INVENTION AGREEMENT (hereinafter referred to as “the Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT THE NAME OF THE COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred as the “Employer”). which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT NAME OF THE INDIVIDUAL] residing at [INSERT THE ADDRESS OF THE INDIVIDUAL] (hereinafter referred as the “Employee”). which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The Employer and the Employee shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS

1. Employee is employed by Employer as [INSERT THE JOB TITLE OF EMPLOYEE], effective [INSERT THE DATE ON WHICH EMPLOYMENT STARTED], under the terms and conditions outlined in the Employment Agreement dated [INSERT THE DATE ON WHICH EMPLOYMENT COMES INTO FORCE];
2. Employee's employment with Employer may involve the development, creation, or discovery of inventions, innovations, or intellectual property;
3. The parties wish to enter into a contract in writing.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PREMISES, THE PARTIES HERETO AGREE AS FOLLOWS:

1. INVENTIONS
   1. For the purposes of this Agreement, "Inventions" shall mean any and all inventions, innovations, discoveries, improvements, creations, works of authorship, designs, software, and other intellectual property, whether patentable or not, that are developed, created, or conceived by the Employee during the term of their employment with the Employer and related to the Employer's business.
2. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
3. OBLIGATIONS OF THE EMPLOYEE
   1. The Employee shall devote their best efforts, skills, and abilities during the course of employment to develop and disclose any and all Inventions, as defined in this Agreement, that are conceived, developed, or reduced to practice during the term of employment and that relate to the Employer’s business or are developed using the Employer’s resources.
   2. The Employee is obligated to:
      1. Promptly disclose to the Employer any such Inventions or Work Product in accordance with the provisions of this Agreement.
      2. Assign, and hereby assigns, to the Employer all rights, title, and interest in such Inventions and Work Product, including any and all intellectual property rights.
      3. Maintain and preserve adequate and contemporaneous records related to all Inventions in the format specified by the Employer.
      4. Provide reasonable assistance and execute necessary documentation, both during and after termination of employment, for the purpose of obtaining, maintaining, and enforcing intellectual property rights associated with such Inventions, at the Employer’s expense.
      5. Treat all confidential information related to the Inventions and the Employer’s business with strict confidentiality and not disclose such information to third parties without the Employer’s prior written consent.
   3. The Employee’s obligations under this clause shall survive the termination of employment to the extent necessary to effectuate the purpose of this Agreement and protect the Employer’s intellectual property interests.
4. OBLIGATIONS OF THE EMPLOYER
   1. The Employer shall provide the Employee with a work environment, resources, and access to tools and infrastructure necessary for the performance of duties as they relate to the development of Inventions or Work Product under this Agreement.
   2. The Employer shall:
      1. Respect and protect the confidentiality of disclosures made by the Employee as required under the Disclosure of Inventions clause.
      2. Compensate the Employee, where applicable, for time and assistance rendered after termination of employment in accordance with the Ownership and Assignment clause of this Agreement.
      3. Bear the full cost and responsibility for filing, maintaining, and enforcing patents, copyrights, trademarks, and other intellectual property protections related to Inventions developed by the Employee during the term of employment.
      4. Provide reasonable support and access to legal or administrative assistance for executing intellectual property filings or enforcement actions in which the Employee’s cooperation is requested.
   3. The Employer acknowledges its obligation to use the Inventions and Work Product disclosed and assigned under this Agreement lawfully and in accordance with applicable laws and internal policies, including the duty to credit or acknowledge the Employee’s role in accordance with company practices, where appropriate.
5. PAYMENT
   1. The Employee shall be entitled to compensation as agreed under the terms of their Employment Agreement with the Employer. This Invention Agreement does not alter or amend any salary, benefits, or other compensation unless expressly stated.
   2. In the event the Employer requires the Employee’s assistance after the termination of employment for activities related to the protection or enforcement of intellectual property rights in any Inventions created during the term of employment, the Employer agrees to compensate the Employee at a reasonable hourly or per diem rate, to be mutually agreed upon in writing at that time.
   3. The Employer shall also reimburse the Employee for all reasonable out-of-pocket expenses incurred in connection with providing such post-employment assistance, provided that such expenses are pre-approved in writing by the Employer and supported by appropriate receipts and documentation.
   4. Except as expressly provided in this Agreement or any separate written agreement, the Employee shall not be entitled to any additional royalties, bonuses, or compensation in respect of the Inventions or any revenue generated therefrom.
6. OWNERSHIP AND ASSIGNMENT
   1. All Inventions shall be the sole property of the Employer and its assigns, and the Employer and its assigns shall be the sole owner of all patents, copyrights, trademarks and other rights in connection therewith. The employee hereby assigns to the Employer any rights he may have or acquire in such Inventions. Employee shall assist the Employer in every proper way as to all such Inventions (but at the Employer's expense) to obtain and, from time to time, enforce patents, copyrights, trademarks and other rights and protections relating to said Inventions in any and all countries, and to that end, Employee will execute all documents for use in applying for and obtaining such patents, copyrights, trademarks and other rights and protections on and enforcing such Inventions, as the Employer may desire, together with any assignments thereof to the Employer or persons designated by it. Employee’s obligation to assist the Employer in obtaining and enforcing patents, copyrights, trademarks and other rights and protections relating to such Inventions in any and all countries shall continue beyond the termination of employment, but the Employer shall compensate the employee at a reasonable rate after termination for time actually spent by the employee on Employer's request on such assistance.
   2. The Employee agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, reports, and all similar or related information which relates to the Employer’s actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Employee while employed by the Employer (“Work Product”) belong to the Employer. The Employee will promptly disclose such Work Product to the Employer and perform all actions reasonably requested by the Employer (whether during or after the Term) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorneys and other instruments).
7. MAINTENANCE OF RECORDS
   1. The employee shall keep and maintain adequate and current written records of all Inventions. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Employer. The records will be available to and remain the sole property of the Employer at all times.
8. DISCLOSURE OF INVENTIONS
   1. Employee shall promptly disclose to the Employer (or any persons designated by it) all discoveries, developments, designs, improvements, inventions, blueprints, formulae, processes, techniques, computer programs, strategies, know-how and data, whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned, either alone or jointly with others, during the period of employee’s employment that are related to the business of the Employer or that result from tasks assigned to him by the Employer or that result from the use of premises or property (including computer systems and engineering facilities) owned, leased or contracted for by the Employer (all such discoveries, developments, designs, improvements, inventions, formulae, processes, techniques, computer programs, strategies, blueprints, know-how and data). Employee shall also promptly disclose to the Employer, and the Employer hereby agrees to receive all such disclosures in confidence, all other discoveries, developments, designs, improvements, inventions, formulae, processes, techniques, computer programs, strategies, blueprints, know-how and data, whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by me, either alone or jointly with others, during the period of employment of the employee for the purpose of determining whether they constitute "Inventions", as defined above.
9. CONFIDENTIALITY
   1. The Employee agrees to maintain the strict confidentiality of all Confidential Information disclosed or made available to them during the course of their employment with the Employer. “Confidential Information” includes, but is not limited to, trade secrets, technical data, research, product plans, products, services, customer lists and information, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, finances, business strategies, and any other non-public information relating to the Employer’s business or operations.
   2. The Employee shall not, during the term of employment or at any time thereafter, directly or indirectly:
      1. Disclose any Confidential Information to any third party without the prior written consent of the Employer;
      2. Use any Confidential Information for personal gain or for any purpose other than as required in the scope of their employment;
      3. Permit or cause the unauthorized access, copying, transmission, or disclosure of Confidential Information.
   3. The obligation of confidentiality shall not apply to information which:
      1. Is or becomes publicly available through no breach of this Agreement by the Employee;
      2. Is lawfully received from a third party without restriction and without breach of any confidentiality obligation;
      3. Is independently developed by the Employee without use of or reference to the Employer’s Confidential Information;
      4. Is required to be disclosed by law, regulation, or court order, provided that the Employee gives the Employer prompt written notice of such requirement and cooperates, at the Employer’s expense, in any attempt to obtain a protective order or similar remedy.
   4. Upon termination of employment, the Employee agrees to promptly return to the Employer all documents, records, materials, data, devices, and property, whether tangible or intangible, containing or reflecting any Confidential Information, and to permanently delete any electronic copies in their possession or control.
   5. This confidentiality obligation shall survive the termination of the Employee’s employment and shall remain in effect for an indefinite period or until such Confidential Information lawfully enters the public domain.
10. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS FOR NOTICE OF TERMINATION] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
11. INDEMNIFICATION
    1. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns (“Indemnified Party”) from and against any and all claims, demands, actions, suits, or proceedings initiated by third parties, as well as any resulting liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, to the extent such claims arise from;
       1. any breach by the Indemnifying Party of its covenants, agreements, or obligations under this Agreement;
       2. any inaccuracy or material misrepresentation in the representations or warranties made by the Indemnifying Party; or
       3. any claim that the use, licensing, or commercialization of intellectual property or proprietary rights by the Indemnifying Party infringes, misappropriates, or otherwise violates the rights of any third party. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume and control the defence with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.
    2. The Indemnified Party shall cooperate in good faith, and while it may participate in the defence at its own expense, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement imposes liability, does not provide a full release, or includes an admission of wrongdoing. Indemnification shall not apply to the extent that the claim arises from the Indemnified Party’s own wilful misconduct, negligence, or material breach of this Agreement.
12. LIABILITY
    1. The Employee shall be held liable for any direct loss, damage, or liability incurred by the Employer as a result of the Employee’s willful misconduct, gross negligence, or material breach of any provision of this Agreement, including but not limited to, the unauthorized use or disclosure of Confidential Information or failure to disclose or assign Inventions or Work Product as required herein. The Employer shall not be liable to the Employee for any indirect, incidental, consequential, special, or punitive damages arising from or in connection with the performance of this Agreement, except where such damages result directly from the Employer’s gross negligence or willful misconduct. Notwithstanding the foregoing, nothing in this Agreement shall limit the liability of either party for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other matter for which liability cannot be lawfully excluded or limited. The obligations and limitations set forth in this clause shall survive the termination of this Agreement and remain enforceable to the extent necessary to protect the rights and interests of either Party.
13. DISPUTE RESOLUTION
    1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator . The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
14. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Employer and Employee.
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
15. FORCE MAJUERE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
16. NON COMPETE
    1. The Employee agrees that during the term of their employment with the Employer and for a period of [INSERT DURATION, E.G., TWELVE (12) MONTHS] following the termination of such employment, regardless of the reason for termination, they shall not directly or indirectly engage in, be employed by, consult for, or have any financial or other interest in any business, entity, or activity that is directly competitive with the business, products, research, or services of the Employer as conducted or actively planned during the term of employment. This restriction shall apply within the geographic area where the Employer operates or where its clients or business interests are located. The Employee further agrees not to solicit or attempt to solicit the business of any client, customer, or partner of the Employer for any competing entity, nor induce or attempt to induce any employee, consultant, or contractor of the Employer to terminate their relationship with the Employer. The Employee acknowledges that this restriction is reasonable in scope and duration and necessary to protect the Employer’s legitimate business interests, including its Confidential Information and Intellectual Property. If any part of this clause is held to be unenforceable by a competent authority, it shall be limited to the extent necessary to render it valid and enforceable.
17. DATA PROTECTION
    1. Both Parties agree to comply with all applicable data protection laws and regulations in connection with the processing of personal data under this Agreement, including any highly sensitive personal information. Personal data shall be collected, processed, and stored lawfully, fairly, and transparently for specific and legitimate purposes. Each Party shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, disclosure, alteration, or destruction. Data transfers across jurisdictions shall only occur in compliance with legally recognized mechanisms.
    2. In the event of any actual or suspected data breach affecting Customer data, including highly sensitive personal information, the Service Provider shall promptly notify the Customer in writing and provide all reasonable assistance to mitigate risks and comply with applicable breach notification requirements. Each Party shall ensure that data subjects can exercise their rights regarding access, rectification, erasure, restriction of processing, and objection to automated decision-making. Any third-party processing must be governed by a legally binding agreement ensuring compliance with applicable laws. Upon termination of this Agreement, personal data shall be securely deleted unless legal obligations require retention. This clause shall be governed by applicable data protection laws, and disputes shall be resolved in accordance with those regulations.
18. NOTICES
    1. Any notice or communication under or in connection with this Agreement shall be in writing and may be delivered personally or by post or facsimile to the addresses given in this Agreement or may also be delivered via electronic mail specified by the Parties. The Electronic Signatures shall be acknowledged as valid signatures for all the purposes of this Agreement.
       1. EMPLOYER: [INSERT THE EMAIL ID OR/AND ADDRESS OF EMPLOYER]
       2. EMPLOYEE: [INSERT THE EMAIL ID OR/AND ADDRESS OF EMPLOYEE]
19. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
20. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
21. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of the Employer:

Name: [INSERT THE NAME OF SIGNING AUTHORITY OF EMPLOYER AND/OR DESIGNATION]

Signature:

Date: [INSERT THE DATE ON WHICH EMPLOYER SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of the Employee:

Name: [INSERT THE NAME OF SIGNING AUTHORITY OF EMPLOYEE AND/OR DESIGNATION]

Signature:

Date: [INSERT THE DATE IN WHICH EMPLOYEE SIGNS THE AGREEMENT]