This Employee Invention Assignment Agreement ("Agreement") is entered into on June 4, 2025 between [COMPANY NAME], a [COMPANY TYPE] ("Company"), and [EMPLOYEE NAME], an individual ("Employee").

RECITALS

WHEREAS, Company is engaged in the business of [DESCRIPTION OF BUSINESS] and the research, development, design, and manufacture of [PRODUCTS/TECHNOLOGIES]; and

WHEREAS, Employee is employed by Company in the position of [EMPLOYEE POSITION/TITLE] and will be involved in research, development, engineering, or other activities that may result in inventions, discoveries, or other intellectual property; and

WHEREAS, Company desires to ensure that all inventions, discoveries, improvements, and intellectual property created by Employee during the course of employment are properly assigned to Company; and

WHEREAS, Employee agrees to assign to Company all rights, title, and interest in inventions and intellectual property developed during employment;

NOW, THEREFORE, in consideration of Employee's employment and continued employment with Company, and the compensation and benefits provided to Employee, the parties agree as follows:

1. DEFINITIONS

1.1 Company Inventions. "Company Inventions" means all inventions, discoveries, improvements, developments, methods, processes, compositions, works of authorship, technologies, designs, formulas, computer programs, databases, and all intellectual property rights therein that are:

a) Conceived, developed, invented, or reduced to practice by Employee, either alone or with others, during the period of Employee's employment with Company;

b) Related to Company's actual or reasonably anticipated business, research, or development;

c) Result from any work performed by Employee for Company; or

d) Result from the use of Company's equipment, supplies, facilities, or confidential information.

1.2 Prior Inventions. "Prior Inventions" means inventions that Employee conceived or developed prior to employment with Company and that are not Company Inventions.

2. ASSIGNMENT OF INVENTIONS

2.1 Assignment to Company. Employee hereby assigns and agrees to assign to Company all right, title, and interest in and to all Company Inventions. This assignment includes all intellectual property rights, including but not limited to:

a) Patent rights, including the right to file patent applications;

b) Copyright rights and moral rights;

c) Trade secret rights;

d) Trademark and trade name rights;

e) Database rights and mask work rights;

f) All other intellectual property rights recognized anywhere in the world.

2.2 Work Made for Hire. Employee acknowledges that all Company Inventions that constitute works of authorship shall be deemed "works made for hire" under copyright law, and Company shall be the author and owner of such works.

3. DISCLOSURE AND COOPERATION

3.1 Prompt Disclosure. Employee agrees to promptly disclose to Company, in writing, all Company Inventions and any patent applications filed by Employee related to such inventions. Employee will maintain adequate and current written records of all Company Inventions.

3.2 Cooperation. Employee agrees to cooperate fully with Company in:

a) Preparing and filing patent applications for Company Inventions;

b) Executing all documents necessary to perfect Company's ownership rights;

c) Providing testimony and assistance in any legal proceedings;

d) Taking any other actions reasonably requested by Company to protect its intellectual property rights.

3.3 Continuing Obligation. These obligations shall continue after termination of employment, and Company shall compensate Employee at a reasonable rate for time spent on such cooperation after termination.

4. PRIOR INVENTION DISCLOSURE

4.1 Disclosure Required. Employee represents that Exhibit A attached hereto lists all Prior Inventions. If no such disclosure is attached, Employee represents that there are no Prior Inventions.

4.2 Updates. Employee agrees to update Exhibit A promptly to include any additional Prior Inventions conceived or developed during employment that are not Company Inventions.

4.3 No Incorporation. Employee agrees not to incorporate any Prior Inventions into Company Inventions without Company's prior written consent.

5. CONFLICTING OBLIGATIONS

5.1 No Conflicting Agreements. Employee represents that Employee's execution of this Agreement and performance of Employee's duties will not breach any agreement to keep in confidence proprietary information acquired by Employee prior to employment with Company.

5.2 No Unauthorized Use. Employee agrees not to use or disclose any confidential information or trade secrets of any former employer or third party in performing work for Company.

5.3 Legal Compliance. Employee's obligations under this Agreement are subject to applicable state and federal laws that limit the scope of employee assignment agreements.

6. COMPANY PROPERTY AND CONFIDENTIALITY

6.1 Company Property. All documents, data, recordings, and other materials containing or representing Company Inventions or confidential information are Company's exclusive property. Employee agrees to return all such materials upon termination of employment.

6.2 Confidentiality. Employee agrees to maintain in confidence all Company Inventions and confidential information, both during and after employment, except as authorized by Company or required by law.

6.3 Third Party Materials. Employee agrees not to bring to Company or use in Company's business any materials, documents, or information belonging to a former employer or third party unless Employee has obtained written authorization.

7. PATENT PROSECUTION POWER OF ATTORNEY

7.1 Power of Attorney. Employee hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Employee's attorney-in-fact to act on Employee's behalf to execute and file any patent applications, copyright registrations, or other intellectual property protection documents.

7.2 Scope of Authority. This power of attorney shall be effective only in the event that Company is unable to secure Employee's signature after reasonable effort, and shall be limited to actions necessary to protect Company's intellectual property rights in Company Inventions.

8. STATE LAW NOTIFICATION

8.1 State Law Notice. This Agreement does not apply to inventions that qualify fully under the provisions of [STATE LAW CITATION]. Employee is hereby notified that this Agreement does not require assignment of inventions developed entirely on Employee's own time without using Company's equipment, supplies, facilities, or trade secret information, except for inventions that either:

a) Relate at the time of conception or reduction to practice to Company's business or actual or demonstrably anticipated research or development; or

b) Result from any work performed by Employee for Company.

8.2 Employee Acknowledgment. Employee acknowledges reading and understanding this notice.

9. REMEDIES

9.1 Equitable Relief. Employee acknowledges that any breach of this Agreement would cause irreparable harm to Company for which monetary damages would be inadequate. Therefore, Company shall be entitled to seek equitable relief, including temporary and permanent injunctive relief, without prejudice to any other rights or remedies.

9.2 Attorneys' Fees. In any legal action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

10. MISCELLANEOUS PROVISIONS

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [GOVERNING LAW STATE], without regard to its conflict of law principles.

10.2 Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect.

10.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements relating to invention assignment.

10.4 Amendment. This Agreement may only be amended by a written instrument signed by both parties.

10.5 Survival. The obligations set forth in this Agreement shall survive the termination of Employee's employment with Company.

10.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.