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Proprietary Rights Agreement for Canada

Proprietary Rights Agreement Template for Canada

This is a comprehensive legal agreement governed by Canadian law that establishes and protects an organization's proprietary rights over intellectual property, confidential information, and innovative works. The document ensures that all intellectual property created during the course of employment or engagement is properly assigned to the company, while also protecting trade secrets and confidential information. It complies with Canadian federal intellectual property laws including the Patent Act, Copyright Act, and relevant provincial legislation, providing mechanisms for IP assignment, confidentiality obligations, and enforcement provisions.

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What is a Proprietary Rights Agreement?

The Proprietary Rights Agreement is a fundamental legal document used to protect an organization's intellectual property and confidential information in the Canadian business environment. It is typically implemented when hiring new employees, engaging contractors, or entering into business relationships where intellectual property may be created or accessed. The agreement ensures compliance with Canadian intellectual property laws while establishing clear ownership rights, confidentiality obligations, and mechanisms for protecting the company's proprietary information. This document is essential for organizations that develop new technologies, create innovative solutions, or handle sensitive business information, as it provides legal protection and clarity regarding ownership of intellectual property created during the course of the relationship.

What sections should be included in a Proprietary Rights Agreement?

1. Parties: Identification of the parties entering into the agreement

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

3. Definitions: Definitions of key terms including Intellectual Property, Confidential Information, and Proprietary Rights

4. Ownership of Intellectual Property: Clear statement of IP ownership and assignment of rights

5. Assignment of Rights: Specific provisions for transferring IP rights to the company

6. Disclosure Obligations: Requirements for disclosing new inventions or creative works

7. Confidentiality Obligations: Provisions protecting confidential information and trade secrets

8. Assistance and Cooperation: Requirements to help secure and protect IP rights

9. Return of Materials: Obligations regarding return of confidential materials and company property

10. Duration and Survival: Term of the agreement and provisions that survive termination

11. General Provisions: Standard clauses including governing law, entire agreement, and amendments

What sections are optional to include in a Proprietary Rights Agreement?

1. Non-Competition: Restrictions on competitive activities, included when dealing with key employees or contractors

2. Non-Solicitation: Restrictions on soliciting employees or customers, included for senior roles

3. Moral Rights Waiver: Specific for creative works protected by copyright, included when dealing with authors or artists

4. Pre-existing IP: Provisions addressing IP created before the agreement, included when contractor/employee brings existing IP

5. Third Party Rights: Provisions addressing third-party IP usage, included when work may incorporate third-party materials

6. Open Source Software: Specific provisions for software development agreements involving open source components

What schedules should be included in a Proprietary Rights Agreement?

1. Schedule A - Description of Duties: Detailed description of role and responsibilities related to IP creation

2. Schedule B - Pre-existing IP: List of IP owned by the individual prior to the agreement that is excluded from assignment

3. Schedule C - Specific Projects: Details of specific projects or works covered by the agreement

4. Schedule D - Third Party Rights: List of third-party IP that may be used in the work

5. Appendix 1 - IP Registration Details: Details of existing patents, trademarks, or other registered IP

6. Appendix 2 - Excluded Works: List of works specifically excluded from the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions



































Clauses






























Relevant Industries

Technology

Software Development

Biotechnology

Pharmaceutical

Manufacturing

Research and Development

Media and Entertainment

Consulting

Engineering

Creative Industries

Healthcare

Education

Professional Services

Telecommunications

Artificial Intelligence

Relevant Teams

Legal

Human Resources

Research & Development

Engineering

Product Development

Creative Services

Innovation

Information Technology

Marketing

Content Creation

Executive Leadership

Scientific Research

Design

Technical Writing

Software Development

Relevant Roles

Software Engineer

Research Scientist

Product Manager

Creative Director

Technical Writer

Data Scientist

Industrial Designer

Chief Technology Officer

Innovation Manager

Research & Development Engineer

UI/UX Designer

Content Creator

Systems Architect

Biotechnology Researcher

Project Manager

Engineering Manager

Artificial Intelligence Engineer

Business Analyst

Marketing Manager

Chief Executive Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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