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 [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. 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).
3. 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.
4. 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.
5. INDEMNIFICATION
   1. The parties agree to indemnify and hold harmless the other party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and cost of any kind or whatsoever, which result from the negligence or breach of this Agreement by the indemnifying party, its respective successors and assigns that occurs in connection with this agreement. This section remains in full force and effect even after termination of the agreement by its natural termination or early termination by either Party.
6. WAIVER
   1. No failure by either party to exercise, nor any delay by either party in exercising, any right, privileges, power, authority or remedy hereunder shall operate as a waiver of that or any other right, privileges, power, authority or remedy of the Employer, nor shall any single or partial exercise of any right, privileges, power, authority or remedy preclude any other or further exercise of that or any other right, privilege power, authority or remedy.
7. SEVERABILITY
   1. If any clause or section of the present debenture agreement is found to be unenforceable or unlawful, the rest of the provisions shall continue to be in force unless the arbitrator or competent courts order otherwise
8. GOVERNING LAW AND JURISDICTION
   1. The terms of this Agreement shall be governed and construed in accordance with the laws of [INSERT THE NAME OF STATE/COUNTRY, THE LAWS OF WHICH WILL GOVERN THE AGREEMENT]. In regard to any disputes or disagreement arising under the Agreement, the parties shall submit to the exclusive jurisdiction of [INSERT THE NAME OF CITY/REGION WHICH WILL HAVE THE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE OR DISAGREEMENT].
9. 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]
10. ENTIRE AGREEMENT
    1. This agreement 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.
    2. No amendments and/or modifications to this agreement shall be valid unless executed in writing and signed by both parties.
11. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

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]