This Agreement constitutes, together with the PIIA and the other documents referred to in this Agreement, the entire agreement and understanding between the Parties on the subject matter of this Agreement and supersedes all prior or simultaneous written or oral agreements. Similarly, some consulting agreements may also cover the terms of an PIIA, but you must ensure that the terms of an advisory contract cover all the rights dealt with in a stand-alone PIIA, where applicable where the advisory contract replaces the PIIA. In this context, the lack of APIs represents a risk of potential intellectual property disputes and can have a negative impact on your company`s ability to raise capital. Investors can also request that you return to current employees and have them sign a PIIA if it was not executed when the employee joined the company. Asking an employee to sign such an agreement after having been in the company for some time can lead to a situation where the employee has leverage to ask for something more in return. This agreement constitutes, together with PIIA, the complete, definitive and exclusive embodiment of the entire agreement concluded between the director and the company with regard to its subject matter. The agreement also requires the employee to agree that everything the employee creates, discovers, develops or invents during their employment with the company is the property of the company. Companies that develop copyrighted products or technologies (as is the case with most software companies) can rely on the “Work for Hire” doctrine under U.S. copyright law, which automatically gives the employer ownership of copyright in copyright works (e.g. B software, manuals and documentation) written or created by an employee in the course of his or her work.

However, the labour doctrine does not apply and ownership does not automatically belong to the employer in the case of other intellectual property rights, especially for patents (see our article which gives an overview of intellectual property rights and a more detailed discussion of copyright and patents). Depending on the location of the company in its life cycle, due diligence can focus on all current and former employees, or it can only focus on current and former employees who have been involved in research and development or engineering activities. (The company`s inability to obtain an AIIP from an employee solely in an administrative capacity is generally not a major problem.) If due diligence detects a problem with the PIAs or reveals that the PIAs have not been signed, investors and acquirers can demand that the company receive A POSTERIORI signed PIAs (or equivalent), which may require the company to pay employees a fee for signing the agreement to be binding, or worse, Give a former employee leverage to ask for something more. Giving leverage to someone on the threshold of a financing or acquisition may not end well for the company. PII often contain no-debauchery clauses, and for employees who work in countries where non-compete clauses are enforced, the agreement may also include a non-competition clause (see our article on debauchery bans and non-competition clauses). . . .