What does the following paragraph mean? I haven't heard of "perfection rights to innovation and proprietary information" before. It sounds like the company could sign on the employee's behalf.

Cooperation in Perfecting Rights to Innovations and Proprietary Information.

I agree to perform, during and after my employment, all acts deemed necessary or desirable by CoolCorp to permit and assist CoolCorp, at CoolCorp’s expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Proprietary Information (including improvements thereof) and Innovations (including derivative works, improvements, renewals, extensions, continuations, divisionals, continuations in part, continuing patent applications, reissues, and reexaminations thereof) assigned or licensed to, or whose rights are irrevocably waived and shall not be asserted against, CoolCorp under this Agreement. Such acts may include, but are not limited to, execution of documents and assistance or cooperation (1) in the filing, prosecution, registration, and memorialization of assignment of any applicable patents, copyrights, mask work, or other applications, (2) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights, and (3) in other legal proceedings related to the Proprietary Information or Innovations.

In the event that CoolCorp is unable to secure my signature to any document needed in connection with any of the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint CoolCorp and CoolCorp’s duly authorized officers and agents as my agents and attorneys-in-fact, which appointment is coupled with an interest, to act for and on my behalf and instead of me, (1) to execute, verify and file, prosecute, register and memorialize the assignment of any such documents, (2) to execute, verify and file any documentation required for such enforcement, and (3) to do all other lawful acts to further the purposes of the preceding paragraph, all with the same legal force and effect as if executed by me.

  • 1
    In what country? – Ron Beyer Apr 13 '18 at 22:00
  • 1
    If you're not happy about it (I must say I wouldn't be), get a lawyer to look at it for you. – Tim Lymington Apr 14 '18 at 10:46
  • @RonBeyer I'm in Canada but governing law clause says it's in the US – user17600 Apr 18 '18 at 8:13

This basically means that you have to sign off on paperwork for your employer to be called the owner of a patent or copyright or trade secret, and to cooperate in testifying in court if someone disputes their ownership or the validity of a patent or copyright or trade secret.

It also means that they can sign on your behalf for you when there is intellectual property paperwork to complete.

The most common situation that comes up is that an ex-employee doesn't want to cooperate with the former employer in getting a patent in the former employer's name after having been fired or having quit, without getting paid more money. This contract clause is designed to prevent the former employee for blackmailing the employer that way.


The "perfecting" language refers to essentially signing over or doing what is necessary (perhaps, for example, providing supplementing documentation or an affidavit or testimony) to ensure it has the rights to the things it enumerates in the text. You may have heard of perfecting title with respect to property purchases. Similar concept of removing the "cloud" or claim against the title.

  • Anyway you can explain it in even simpler terms? I'm still having trouble understanding. – user17600 Apr 18 '18 at 8:13
  • Most simply put, in property, if I maintain all or part of the rights to a property and you sell that property to someone, there is considered to be a cloud on the title. Think like something else is overshadowing the “new owner’s” ability to fully enjoy or exercise his rights to it. So here, the company imagines that some day, in some way, someone may claim some improvement to or derivation of the company’s products is theirs, and you’ll be expected to help “clear away that cloud” and prove that it is not that person’s or entity’s but is indeed the company’s intellectual property. – A.fm. Apr 24 '18 at 14:43
  • Even simpler translation: you know what our stuff is, if someone tries to copy it in whole or in part, you’ll be required to help us prove it’s ours. – A.fm. Apr 24 '18 at 14:46

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