The Employee Proprietary Information And Inventions Agreement is a crucial document used in Dutch employment relationships to protect a company's intellectual property rights, confidential information, and innovations. This agreement should be implemented at the start of employment or when an employee's role involves access to sensitive information or creation of intellectual property. It ensures compliance with Dutch intellectual property law, including the Dutch Patents Act and Copyright Act, while also addressing requirements under EU GDPR and trade secrets legislation. The agreement is particularly important in knowledge-intensive industries and for roles involving innovation, creative work, or access to proprietary information. It establishes clear ownership rights over employee-created intellectual property, sets confidentiality obligations, and defines procedures for handling company materials and reporting new inventions.
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1. Parties: Identification of the employer company and the employee
2. Background: Brief context explaining the purpose of the agreement and the employment relationship
3. Definitions: Definitions of key terms including Confidential Information, Intellectual Property Rights, Inventions, Works, and Company Materials
4. Confidential Information: Obligations regarding non-disclosure and protection of company confidential information
5. Assignment of Intellectual Property Rights: Provisions for the assignment of IP rights created during employment to the company
6. Inventions and Works: Specific provisions regarding employee inventions, developments, and creative works
7. Company Materials: Requirements for handling and returning company materials and documents
8. Notification Obligations: Employee's obligations to notify the company of new inventions or works
9. Assistance in Protection: Employee's obligations to assist in protecting company IP rights
10. Duration and Survival: Term of the agreement and provisions that survive employment termination
11. General Provisions: Standard clauses including governing law, severability, and entire agreement
1. Non-Competition: Restrictions on working for competitors, used for senior employees or those with access to sensitive information
2. Non-Solicitation: Restrictions on soliciting company employees or customers, included for client-facing roles
3. Garden Leave: Provisions for placing employee on paid leave during notice period, relevant for senior positions
4. Personal Data Processing: Additional GDPR-specific provisions for roles involving significant data processing
5. Third Party Information: Provisions regarding handling of third party confidential information, for roles involving partner/client data
6. Open Source Software: Specific provisions for software developers regarding use of open source materials
1. Schedule 1 - Prior Inventions: List of employee's pre-existing inventions excluded from the agreement
2. Schedule 2 - Notification Procedures: Detailed procedures for notifying the company of new inventions or works
3. Schedule 3 - Approved Activities: List of any permitted external professional activities or commitments
4. Appendix A - Acknowledgment Form: Form for employee to sign acknowledging obligations under the agreement
5. Appendix B - Exit Interview Checklist: Checklist for ensuring compliance with agreement obligations upon employment termination
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