Cooley LLP, any unit associated with Cooley LLP, including Cooley (UK) LLP and Cooley SG LLP, and the partners, employees and agents of the above (Cooley set) do not support or recommend the use of default values or CooleyGO.com documents, nor does Cooley express an opinion or recommendation as to what a standard «market» document is or should be. The terms and conditions must be negotiated according to your specific circumstances and the corresponding documents must be adapted to the specific legal and commercial requirements of the proposed transaction. Additional documents may be required for the proposed transaction. Cooley disclaims any responsibility for the content of documents provided on CooleyGO.com or as a result of their use. They are responsible for preparing and filing, if necessary, all required investment returns and/or other mandatory legal applications. You should contact a lawyer working in your jurisdiction and a tax advisor before using documents on CooleyGO.com or recovering from them, especially if you do not understand their terms. Check carefully and use at your own risk. No documents or information about CooleyGO.com is or should be used to provide legal advice. CIIAAs should also prevent employees from doing business in competition with your company.
At least, this prohibition should last for the duration of the employee`s relationship with the company. In some cases, you want the non-compete clause to exceed the employee`s time with the company by one year or more (well beyond one year may backfire, as unjustified durations may be found to be unenforceable in court). Beware that alliances not to compete are not applicable everywhere – for example, in California, they can only be enforceable in very well-defined circumstances. State law regulates these agreements and states consider non-competition obligations in different ways. As a result, you should contact the employment advisor to make sure you are using the corresponding agreement for each of your employees. Fortunately, there is a simple solution: get all employees who expressly grant the company all its intellectual property rights that they develop while employed in the company. For employees, this is part of an agreement that the startup community often calls an agreement on the allocation of confidential information and inventions (CIIAA). In general, we recommend that CIIAAs be included in each letter of offer and that all new employees sign an ICAA as a condition of their employment.
In addition to assigning intellectual property to the company, a good CIIAA will ensure that employees treat the company`s proprietary information confidentially and often include competition and non-invitation rules. For an overview of the conditions contained in CIIAAs on CooleyGo, see CIIAAS: Protecting Employee Generated IP ABCS. In addition, you can generate your own CIIAA via CooleyGo at: Form of Employee Confidential Information and Inventions Assignment Agreement. Companies that wish to avoid labour disputes and preserve intellectual property rights over their employees` inventions should ensure that all employees have signed confidentiality and invention transfer agreements.