Confidential Information and Invention Assignment Agreement
(Independent Contractor)

Summary

This template confidential information and invention assignment agreement is to be used for the engagement of an independent contractor (i.e., a consultant, service provider, etc.), who agrees to assign certain IP rights to the employer and keep confidential information obtained during their engagement. This template includes practical guidance, drafting notes, and alternate and optional clauses. This template is not state specific. Applicable state law should be consulted to conform the template to local requirements and you should consult with employment counsel as appropriate, for states vary on their positions regarding invention assignments and non-competition clauses, among other topics addressed in this template. For example, in California, an employer cannot require a consultant to assign all inventions created during their engagement to the company (i.e., only inventions that the consultant originated using company time or resources, or that fall within the company's business or research and development can be legally assigned). For additional guidance, see Confidential Information and Intellectual Property Protection for Start-Ups, Restrictive Covenants and Confidential Information Protection, Confidentiality of Trade Secrets and Other Proprietary Information Maintenance Checklist, and Confidentiality and Non-disclosure Agreements Resource Kit. For an agreement intended for an individual hired as an employee, see Confidential Information and Invention Assignment Agreement (Employee).