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Proprietary Inventions And Assignment Agreement Template for South Africa

This agreement, governed by South African law, establishes the framework for ownership and protection of intellectual property created during employment or engagement. It ensures that all inventions, innovations, and intellectual property developed by employees or contractors in the course of their work are properly assigned to the company. The document complies with South African intellectual property legislation, including the Patents Act 57 of 1978 and related laws, while addressing requirements for invention disclosure, assignment of rights, and ongoing obligations for cooperation in securing intellectual property protection.

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What is a Proprietary Inventions And Assignment Agreement?

The Proprietary Inventions and Assignment Agreement is a critical document for organizations investing in research, development, or creative work in South Africa. It should be implemented at the start of any employment or engagement relationship where the individual may create intellectual property during their work. The agreement covers essential aspects such as invention disclosure requirements, assignment of rights, protection of confidential information, and ongoing obligations to assist with intellectual property protection. It ensures compliance with South African intellectual property laws while protecting the company's interests in innovations developed by its workforce. This document is particularly important in sectors where intellectual property forms a significant part of company assets and should be regularly reviewed to ensure alignment with evolving intellectual property laws and business needs.

What sections should be included in a Proprietary Inventions And Assignment Agreement?

1. Parties: Identification of the parties to the agreement - typically the employer/company and the employee/contractor

2. Background: Context of the agreement, relationship between parties, and purpose of the agreement

3. Definitions: Detailed definitions of key terms including 'Proprietary Information', 'Inventions', 'Intellectual Property Rights', and other relevant terms

4. Scope of Employment and Duties: Description of employee's role and responsibilities relating to potential inventions

5. Disclosure of Inventions: Employee's obligation to promptly disclose all inventions, improvements, and discoveries

6. Assignment of Rights: Express assignment of all rights, title, and interest in inventions to the employer

7. Prior Inventions: Treatment of inventions made before employment relationship

8. Assistance and Cooperation: Employee's obligations to assist with IP protection and documentation

9. Confidentiality Obligations: Requirements for maintaining confidentiality of inventions and related information

10. Return of Materials: Obligation to return all materials and documentation related to inventions upon termination

11. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/customers

12. Term and Survival: Duration of agreement and provisions that survive termination

13. General Provisions: Standard clauses including governing law, jurisdiction, and amendment procedures

What sections are optional to include in a Proprietary Inventions And Assignment Agreement?

1. Third Party Agreements: Required when employee has existing obligations to third parties regarding intellectual property

2. University or Research Institution Rights: Needed when employee has affiliations with academic institutions that may claim rights to inventions

3. Government Rights: Required when inventions might be developed using government funding or resources

4. Open Source Components: Necessary when work may involve use of open source software or materials

5. International Rights: Include when protection is needed in multiple jurisdictions

6. Moral Rights Waiver: Required when dealing with copyrightable works where moral rights need to be addressed

7. Commission Disclosure: Include when employee may be entitled to additional compensation for certain inventions

What schedules should be included in a Proprietary Inventions And Assignment Agreement?

1. Schedule A - Prior Inventions: List of all relevant inventions made by employee prior to employment

2. Schedule B - Excluded Inventions: List of any inventions specifically excluded from the scope of the agreement

3. Schedule C - Third Party Agreements: List of any existing agreements that may affect invention rights

4. Appendix 1 - Invention Disclosure Form: Standard form for documenting and disclosing new inventions

5. Appendix 2 - Assignment Deed Template: Template for formal assignment of specific inventions as they arise

6. Appendix 3 - Jurisdiction-Specific Requirements: Additional requirements specific to South African law or other relevant jurisdictions

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

South Africa

Cost

Free to use

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