contract-law power-of-attorney legal-terms
What does this clause mean in a job offer?
<p>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. </p>

<blockquote>
  <p>Cooperation in Perfecting Rights to Innovations and Proprietary
  Information.   </p>
  
  <p>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.</p>
  
  <p>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.</p>
</blockquote>

<p>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.</p>

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

<p>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.</p>

<p>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. </p>
