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The Proprietary Information And Inventions Agreement is a critical document used when establishing employment or contractual relationships where access to sensitive company information or potential creation of intellectual property is involved. This agreement, structured under UAE law, serves multiple essential purposes: it protects the company's confidential information and trade secrets, establishes clear ownership rights over employee-created inventions and intellectual property, and ensures compliance with UAE Federal Laws including Law No. 31 of 2021 on Industrial Property Rights and Law No. 33 of 2021 on Employment Relations. The agreement is particularly crucial for technology companies, research organizations, and any business with valuable intellectual property assets operating in the UAE, as it provides a robust framework for managing and protecting proprietary information while ensuring clarity regarding invention ownership and confidentiality obligations.

1. Parties: Identification of the company and the employee/contractor

2. Background: Context of the agreement, employment relationship, and need for protecting proprietary information

3. Definitions: Detailed definitions of key terms including Confidential Information, Intellectual Property, Inventions, and Prior Inventions

4. Confidentiality Obligations: Detailed provisions regarding the protection, non-disclosure, and permitted uses of confidential information

5. Assignment of Inventions: Terms governing the assignment of inventions created during employment to the company

6. Excluded Inventions: Provisions regarding inventions developed prior to employment or outside scope of employment

7. Company Property: Provisions regarding company materials, documents, and equipment

8. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/customers, in compliance with UAE law

9. Return of Materials: Obligations to return company property and materials upon termination

10. Notification of New Employer: Requirements to notify new employer of ongoing obligations

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

12. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

13. General Provisions: Standard clauses including severability, entire agreement, and amendments