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219 changes: 137 additions & 82 deletions AGREEMENT.md
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# Balanced Employee Intellectual Property Agreement

This BALANCED EMPLOYEE INTELLECTUAL PROPERTY AGREEMENT is between the person named below and
____________________ (the "Company") incorporated and registered in England and Wales with
company number ____________, whose registered office is at
________________________________________________________ .

<br>

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<br>

---

<br>

**NAME:** __________________

<br>

**SIGN:** __________________

<br>

**DATE:** __________________

<br>
**This agreement is made on:** &nbsp;&nbsp;{&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;}

### BETWEEN

- **(1)** This **BALANCED EMPLOYEE INTELLECTUAL PROPERTY AGREEMENT** is between the person named below and
{&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;}
, a company incorporated and registered in England and Wales with company number
{&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;}
whose registered office is at
{&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;}
&nbsp; ("the Company").

<br/>

----


### BACKGROUND

- **(A)** This is the Company Balanced Employee Intellectual Property Agreement ("Agreement"). This type of agreement
is very common in the technology space, and there is a good chance that you will have seen one before. This Agreement
is the official, entire and exclusive agreement on what intellectual property ("IP") is yours, and what belongs to the
Company. "IP" includes concepts, designs, developments, discoveries, ideas, improvements, inventions, patents, trade
secrets, trademarks, copyrights, and works of authorship.
- **(B)** This document only concerns IP ownership and licensing. Please also refer to the Company employee handbook,
your contract, and other policies on security, confidentiality, acting in the Company's best interest, releasing and
maintaining the Company's open source projects, and other topics related to IP and information and the Company's business.
Check with the Company management team ("Management") for any situation not clearly and fully addressed by the Company
policies.
- **(C)** The Company needs to be clear on what IP it owns and has rights to. Its customers, employees, and investors
depend on the Company having the legal rights to the products and services it is providing so that the Company can
continue operating and doing business.
- **(D)** The Company also believes that it's important to be clear on what it doesn't own. The Company doesn't want you
looking over your shoulder every time you work on something personal or worrying that the Company will someday seize
your open source non-lethal mousetrap simulation software. In other words, the Company isn't interested in appropriating
your personal projects.
- **(E)** Please read this document and be sure you understand it before you sign it. Due to issues of scale, fairness,
and consistency, the Company cannot, generally, negotiate its terms. This Agreement is drafted to be very balanced
and fair and to protect both parties. If you feel, however, that you have particular circumstances that keep you from
signing, please let Management know. And, of course, you're always free and encouraged to get your own legal representation
to explain anything you're not clear on.

<br/>

----


By signing this Agreement, and as a condition of your employment, you agree to the following:

#### 1. What the Company doesn't own.

If you create IP outside the regular scope of your employment or contract or before or after your employment or contract
("Your IP"), the Company doesn't own it. This is true regardless of the computer you use to develop your IP, including
the one furnished to you by the Company. The Company also doesn't own IP excluded by laws applicable to your employment.

#### 2. What the Company owns.

The Company owns any IP ("Company IP") that you create, or help create, during the term of your employment, or while you
work with us as a contractor, within the regular scope of your employment or contract. This is regardless of the time of
day you did the work or whether or not you did it using your own equipment. Your compensation for creating Company IP is
your regular salary or pay. To the extent the Company doesn't own the rights automatically, you hereby grant and assign,
and will grant and assign, to the Company all rights and interests in all Company IP.

#### 3. License to Company for Your IP.

In some cases, the Company may need rights to Your IP. It's still yours, of course, but in the following circumstances
(a) or (b), you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicensable,
transferable, worldwide license to use Your IP without restriction ("License"):
- **(a)** If you know or should know about the use of Your IP in any of the Company's, products, services, or internal
systems and agree or do not object to that use; or
- **(b)** If Your IP is created during the term of your employment or contract work and Your IP relates to the Company's
business, operations, or actual or demonstrably anticipated research or development.

#### 4. Check with Management on using non-Company IP.

When the Company relies on a license to use non-Company IP (such as IP you own or that was created by others and
submitted to an open source project), Management needs to be clear that the license is adequate and suitable for the
intended use. You agree to follow the Company policies and procedures for the use of non-Company IP.

#### 5. Check with Management on your contributions to non-Company projects.

The Company recognises that you may be engaged in work that requires you to submit Company IP to entities other than
the Company, such as open source projects used by the Company. Please make sure that Management is aware of what you're
working on so that Management can help or seek external advice on any licensing issues. If anyone asks you to sign a
contribution agreement, you must check with Management before doing so.

#### 6. No conflicts.

You agree that you do not have any outstanding agreements or obligations that conflict with those in this Agreement,
and that you won't enter into conflicting agreements in the future. You also agree that you will not use or disclose to
the Company anything that you are required to keep confidential and will continue to honour any valid prior non-disclosure,
proprietary rights, or other contractual agreements you have with anyone else.

#### 7. Cooperation.

The Company might someday need to show the work that went into the development of IP that it uses or has used, or to
establish that it owns the IP or has rights to it. To help in those situations, you agree to maintain all records relating
to the development of any Company IP, and, if the Company asks, to provide those records to the Company. You authorise
the Company to act on your behalf in securing all rights related to Company IP and your IP licensed to the Company under
this agreement. You agree to help the Company secure or defend its rights in the Company IP or IP under the License in
Section 3, including after you leave the Company. For your help after you leave the Company, the Company will compensate
you at a reasonable rate.

#### 8. Severability.

If any terms of this Agreement are found invalid or unenforceable by any court, agency, or arbiter with jurisdiction
over this Agreement, the remaining terms will survive with full effect.

<br/>

----

<br/><br/>

**Signed by**: {&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;}


<br/>
<br/>
<br/>
<br/>
<br/>

**Date**: {&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;}

<br/>
<br/>
<br/>
<br/>
3 changes: 3 additions & 0 deletions CHANGELOG.md
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## 1.0.0

- Initial release.
36 changes: 26 additions & 10 deletions README.md
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# Balanced Employee IP Agreement (BEIPA)

An English law and Open Source friendly Balanced Employee IP Agreement - providing a balanced approach to assigning control of intellectual property (IP) created by UK company employees.
An English law and Open Source friendly Balanced Employee IP Agreement - providing a balanced approach to assigning
control of intellectual property (IP) created by UK company employees.

## Authors
- See the [Releases](https://github.com/invertase/balanced-employee-ip-agreement/releases) for a PDF.

### Authors

- **Invertase Limited** - [[Mike Diarmid (`@Salakar`)]](https://github.com/salakar)
- :octocat: [[GitHub]](https://github.com/invertase)
- :link: [[Website]](https://invertase.io)
- **Moorcrofts LLP** - [[Andrew Katz (`@andrewjskatz`)]](https://github.com/andrewjskatz)
- :octocat: [[GitHub]](https://github.com/Moorcrofts)
- :link: [[Website]](https://moorcrofts.com/)

- **Invertase Limited** - [[Mike Diarmid (`@Salakar`)]](https://github.com/salakar)
- :octocat: [[GitHub]](https://github.com/invertase)
- :link: [[Website]](https://invertase.io)
- **Moorcrofts LLP** - [[Andrew Katz (`@andrewjskatz`)]](https://github.com/andrewjskatz)
- :octocat: [[GitHub]](https://github.com/Moorcrofts)
- :link: [[Website]](https://moorcrofts.com/)
---

## Notices
### Notices

This agreement is heavily inspired by GitHub's [BEIPA](https://github.com/github/balanced-employee-ip-agreement) and has
been adapted for English law.

---

This agreement is heavily inspired by GitHub's [BEIPA](https://github.com/github/balanced-employee-ip-agreement) (:yellow_heart:) and has been adapted for English law.
<p align="center">
<a href="https://invertase.io/?utm_source=readme&utm_medium=footer&utm_campaign=melos">
<img width="75px" src="https://static.invertase.io/assets/invertase/invertase-rounded-avatar.png">
</a>
<p align="center">
<a href="https://invertase.io/?utm_source=readme&utm_medium=footer&utm_campaign=melos">Invertase</a>
</p>
</p>
2 changes: 1 addition & 1 deletion VERSION
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0.0.4
1.0.0

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