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The Proprietary Information And Inventions Agreement is essential for organizations in England and Wales seeking to protect their intellectual assets and maintain competitive advantage. This agreement should be implemented when employees or contractors will have access to sensitive information or may create intellectual property during their engagement. It covers confidentiality obligations, invention assignment, intellectual property rights, and post-employment obligations. The agreement ensures compliance with UK intellectual property legislation while providing clear frameworks for ownership and protection of company innovations.

1. Parties: Identification of contracting parties including full legal names and addresses

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

3. Definitions: Detailed definitions of key terms including Confidential Information, Intellectual Property, Inventions

4. Confidentiality Obligations: Core confidentiality and non-disclosure requirements, including scope and duration of obligations

5. Ownership of Inventions: Assignment and ownership of created IP, including process for invention disclosure

6. Employee Obligations: Specific duties regarding handling of proprietary information and invention disclosure

7. Term and Termination: Duration of agreement and circumstances for termination

8. Return of Materials: Procedures for returning or destroying confidential information upon termination

9. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement