Confidentiality and Invention Assignment Agreements with Consultants

A company's consultants may have access to much of the company's confidential information. And you may expect the consultants to come up with ideas, work product, and inventions useful to your business.

In areas where you are particularly sensitive about confidentiality and the company's ownership of the product developed, you should require consultants to sign a Confidentiality and Invention Assignment Agreement. This agreement deals with confidentiality but can also provide that the ideas, work product, and inventions that the consultant creates in connection with services performed for your business belong to the company and not the consultant. It is best used in conjunction with a Consulting Agreement. Click here to view a sample Consulting Agreement.

A good Consultant Confidentiality and Invention Assignment Agreement covers the following key points:

• The consultant may not use any of the company's confidential information for his or her own benefit or use and should use it only for the performance of the services covered in the agreement.
• The consultant should promptly disclose to the company any inventions, ideas, discoveries, and work product related to the company's business that he or she makes during the period of work.
• The company owns such inventions, ideas, discoveries, and work product.
• The consultant's work with the company does not and will not breach any agreement or duty that the consultant has with anyone else, nor will the consultant disclose to the company or use on its behalf any confidential information belonging to others.
• The consultant's confidentiality obligations under the agreement will continue after termination of the relationship.