This is a standard-form drafting starting point, not a finished, attorney-reviewed agreement. In particular, the "Prior Inventions" schedule in Section 5 must actually be completed and attached before signing, or the assignment in Section 2 can sweep in work the signer never intended to give up.
All work, materials, code, designs, and other content the Contributor creates within the scope of their engagement with the Company (the "Work Product") is intended to be, and to the extent permitted by law is, a "work made for hire" under applicable copyright law, owned by the Company upon creation.
To the extent any Work Product is not legally a work made for hire, the Contributor irrevocably assigns to the Company all right, title, and interest in and to the Work Product, including all patent, copyright, trade secret, trademark, and other intellectual property rights, worldwide, effective upon creation.
To the extent permitted by applicable law, the Contributor waives any moral rights in the Work Product and agrees not to assert them against the Company or its successors and licensees.
The Contributor will, at the Company's request and expense, execute documents and take further actions reasonably necessary to perfect, register, or enforce the Company's ownership of the Work Product, including for patent or copyright filings.
Attached as Schedule A is a complete list of inventions or works created by the Contributor prior to this engagement that are excluded from this assignment. If no Schedule A is attached, the Contributor represents that no such prior inventions exist that relate to the Company's business.
The Contributor will promptly disclose to the Company all Work Product created within the scope of the engagement, including anything the Contributor believes may not be subject to this Agreement, so the Company can make that determination.
The Contributor represents that the Work Product is original (except for material properly licensed and identified as such) and does not knowingly infringe any third party's intellectual property rights.
This Agreement is governed by the laws of the State of Minnesota, without regard to conflict-of-laws principles.