How to write a sample letter of commitment for intellectual property protection
This intellectual property ownership agreement ("this Agreement") is made in_ By Hanhai Information Technology (Shanghai) Co., Ltd. (hereinafter referred to as "Party A") on ____month____, and Mr./Ms. [***], whose ID number is [***], The residential address is [***] (hereinafter referred to as "Party B") and co-signed.
Whereas, Party B and Party A entered into the agreement in ____ The labor contract was signed on ____ of _month
Therefore, Party B agrees to abide by the following terms:
1. Inventions and works
1. Before employment Inventions and works
1.1 Definition: Pre-employment inventions/works refer to those created by Party B before being employed by Party A and owned by Party B that are related to Party A’s business, products, research and development and have not been transferred to Party A All inventions, original works (including but not limited to computer software), developments, improvements, trade secrets, etc.
1.2 Disclosure: Unless there is any prior confidentiality agreement restricting Party B from disclosing pre-employment inventions/works to Party A, Party B shall disclose the pre-employment inventions/works and their attachments Make a statement to Party A about the restrictions on the exercise of any rights, and attach a list recording these contents to this agreement in the form of a schedule. Party B promises that the statements made in the schedule are true and complete. In compliance with this paragraph Subject to the aforementioned disclosure requirements, if Party B fails to make corresponding notification and does not attach this schedule, it means that Party B does not have such pre-employment inventions/works.
1.3 Retention: Party B retains full ownership of the inventions/works before employment and related intellectual property rights. Inventions/works will not be defined as assets for which Party A enjoys intellectual property rights or other related rights. However, if Party B transfers pre-employment inventions/works to a third party during Party A’s tenure, Party A shall have priority under the same conditions. Right of transfer.
1.4 License
1.4.1 License: During Party B's tenure with Party A, if Party B applies pre-employment inventions/works to Party A's computer software, products, processes or machinery (hereinafter referred to as "Party A's products"), then Party A shall Party will be deemed to have granted a license to make, entrust others to make, modify, use and sell the above-mentioned pre-employment invention/work (the "pre-employment invention/work"), regardless of the pre-employment invention/work involved. The invention/work is part of or related to Party A’s products. The license granted to Party A as mentioned in the previous sentence shall be non-exclusive and free of patent license fees., irrevocable, perpetual, worldwide license.
1.4.2 Responsibility: Party B shall ensure that it is responsible for The pre-employment inventions/works involved have legal rights of disposal. If any third party files a claim against Party A related to the pre-employment invention/work involved, Party B shall indemnify Party A from any compensation, fees, expenses and liability losses.
1.4.3 Restriction: Party B transfers to a third party Regarding the pre-employment inventions/works involved, the third party shall be notified of the non-exclusive, patent-free, irrevocable, permanent and global license enjoyed by Party A, and shall ensure that Party A always enjoys such license.
2. Inventions and works during and after tenure
2.1 Service invention
2.1.1 A service invention refers to one of the following circumstances, resulting from the execution of A Party B's tasks or inventions and creations completed by Party B using Party A's material and technical conditions, including but not limited to inventions, utility models, designs, developments, improvements, technical secrets and technical know-how:
(1) Inventions and creations completed in the course of one’s own work;(2) Performance of Party AInventions and creations completed for tasks other than the assigned duties;
(3) Inventions and creations completed using Party A’s material and technical conditions;
(4) Inventions and creations made within one year after resignation, retirement or transfer of work that are related to Party B’s own work undertaken by Party A or tasks assigned by Party A; and
(5) Any other inventions and creations related to Party A’s business.
A as mentioned in the above clause (3) The material and technical conditions of the other party include the party’s funds, equipment, parts, materials or technical information and data that are not disclosed to the public.
2.1.2 The right to apply for patents for service inventions and Patent rights and other related intellectual property rights belong to Party A.
2.2 Job works
2.2.1 Service works refer to Party B’s creations to complete Party A’s work tasks Works, including but not limited to articles, engineering design drawings, product design drawings, schematic diagrams, computer software, etc.
2.2.2 Unless otherwise provided in this agreement, the right to authorize the work for work belongs to Party B, and the other rights of its copyright are enjoyed by Party A. The other rights of the copyright mentioned in the previous sentence include But it is not limited to the right of publication, the right of modification, the right to protect the integrity of the work, the right of reproduction, the right of distribution, the right of information network dissemination, the right of adaptation, etc.
2.3 Special provisions for computer software professional works
2.3.1 Computer software refers to computer programs and related documents.
2.3.2 If the computer software developed by Party B during its tenure with Party A falls into any of the following circumstances, the copyright of the computer software shall be enjoyed by Party A :
(1) Clearly specified in the job Software developed with development goals;
(2 )The software developed is the foreseeable result or the natural result of engaging in the work activities;
(3) Computer software mainly developed using Party A’s funds, special equipment, undisclosed specialized information and other material and technical conditions and for which Party A is responsible. p>
2.4 nonService inventions/works
2.4.1 Non-service inventions / Works refer to inventions and works conceived, developed or practiced by Party B alone or jointly with others during Party B’s tenure as Party A, and do not fall within the inventions and works specified in the above paragraphs 2.1, 2.2 and 2.3, and regardless of whether such inventions or works Whether it can apply for a patent or whether it can be registered in accordance with copyright law or other relevant laws, etc.
2.4.2 Party B agrees to use any When the ownership/copyright and other related rights and interests related to non-service inventions/works are transferred to a third party, under the same conditions, Party A or the person designated by Party A has the priority to transfer, but Party B and others jointly enjoy the ownership and interests. / or intellectual property rights excepted.
2.5 Notice and Disclosure
2.5.1 Party B shall start from the date of completion of the service invention/service work Notify Party A within five days.
2.5.2 Party B agrees to claim that it is a non-service invention/ Within five days from the date of completion of the work, all information related to the non-service invention/work shall be fully disclosed to Party A in writing.
2.6 Record preservation
Party BAgree to keep and maintain up-to-date and complete written records of all inventions/works obtained by Party B alone or in collaboration with others during its tenure with Party A.
3. Patent and copyright registration
3.1 Party B agrees to assist Party A or its designated person. Party A shall pay Party A's payment and use all appropriate methods to protect Party A's service inventions/works in any possible country, as well as the rights in Party A's pre-service inventions/works and non-service inventions/works acquired after the transfer, and Any copyright, patent or other intellectual property right in any country. "Assistance" here includes providing all relevant information and data to Party A or its designated person, as well as signing the applications, forms, transfer agreements and other documents that Party A or its designated person deems necessary, and taking other necessary steps. measure. Party B agrees that after the termination of this Agreement, Party B will still have the obligation to assist as stipulated in this paragraph within the scope of Party B's ability.
3.2 If Party B loses capacity or other reasons , so that Party A cannot obtain Party B's signature to apply for or make an application for registration of any Chinese or foreign patent or copyright for the invention or original work transferred to Party A, Party B irrevocably designates Party A and its official authorization As Party B's sole agent, the officers or agents of Party B will sign and submit any such application on behalf of Party B, and engage in all other legally permitted actions to facilitate the issuance of patent certificates or successful registration of copyrights, and ensure that their legal effects are equivalent to those of Party B in person. implement.
2. Return Party A’s documents
When Party B agrees to leave Party A, it shall return it to Party A (and will not retain, develop separately or hand over to others) all devices, files, data, recordsrecords, reports, lists, business letters, instructions, charts, designs, drafts, raw materials, equipment, other documents or property and all items that should be returned to Party A, or any reproductions of the foregoing items made by Party B during its tenure Or all other items belonging to Party A or its successors or designated persons.
3. Notice to new employer
If Party B terminates the labor relationship/service relationship with Party A, Party B Commit to inform Party B's new employer of Party B's obligations under this Agreement; and agree that Party A will issue a notice to Party B's new employer to notify the new employer of Party B's obligations under this Agreement.
4. Representations and warranties
In order to execute this Agreement, Party B agrees to sign any appropriate agreement or take any To take necessary actions, Party B promises that it has not signed and will not sign any oral or written agreement that is contrary to the interests of this Agreement.
5. Remedies for breach of contract
5.1 Party B violates the provisions of this Agreement and shall pay Party A liquidated damages in RMB Five (5) million yuan.
5.2 Party B violates the provisions of this Agreement and shall Party A caused economic losses and the liquidated damages paid were insufficient to offset Party A’s losses.In case of actual losses, Party A has the right to recover the deficiency.
5.3 Party B acknowledges the damages stipulated in Section 5.2 above. If it does not constitute a sufficient remedy for its breach of contract, Party A may correct, remedy or prevent Party B's breach of contract by obtaining an injunction or other equivalent relief. Such remedies shall not be deemed to be exclusive remedies for breach of contract, but shall be in addition to other remedies permitted by law.
6. Applicable law
6.1 Performance and interpretation of this agreement, and the disputes between the parties arising from this agreement Legal relations shall be governed by and interpreted in accordance with the laws of the People's Republic of China.
7. Other Terms
7.1 Severability: Regardless of any reason, any term or provision of this Agreement When it is judged to be invalid, unless the invalidity of the term or provision has substantially affected the continued performance of the entire contract, the invalidity will not affect any other terms and provisions, and the invalid term or provision shall be deemed to have ceased to exist. deleted from this agreement. After negotiation, both parties may sign a separate supplementary agreement to stipulate related matters.
7.2 Text: This Agreement is made in duplicate, each Each party holds one.
7.3 Titles: The titles of all clauses in this agreement are only for convenience of reading and cannot be used in any form to interpret this agreement or affect the meaning of this agreement.
7.4 Effectiveness: This Agreement shall take effect from the date of signature by both parties. By signing this Agreement, Party B declares that it fully understands and agrees to abide by the terms of this Agreement.
(No text below, signature page attached)
(Agreement signature page, this page has no text)
The parties hereby execute this Agreement on the date stated at the beginning of this article.
Party A: xx Information Technology (Shanghai) Co., Ltd. Party B: [***]
Seal: ______________ Signature: ______________
Signature of authorized representative: _________
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