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Invention Assignment Agreement Template (IP Assignment)
Employee invention and IP assignment agreement: full clauses, prior inventions schedule, state carve-out notices (CA, WA, IL, MN), UK and India notes.
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What you get
- Full agreement text: definitions, disclosure, present assignment, work made for hire, moral rights, power of attorney and cooperation
- A prior inventions schedule with a filled example row
- A state-by-state table of employee invention statutes, including which states require written notice at signing
- Ready-to-attach notice text quoting California Labor Code 2870
- UK (Patents Act 1977, sections 39–43) and India notes on who owns employee inventions and copyright
Template preview
A preview of the structure. Download the PDF or CSV for the complete, ready-to-use version.
Agreement details
- Company legal name and state of incorporation— e.g. Acme Robotics, Inc., a Delaware corporation
- Employee full legal name
- Job title and start date
- State where the employee works— determines which carve-out statute applies
Employee Invention Assignment and Confidentiality Agreement
This Employee Invention Assignment Agreement (the "Agreement") is made on [Effective date] between [Company legal name], a [State] [corporation / LLC] (the "Company"), and [Employee name] ("Employee"). In consideration of Employee's [employment / continued employment and the (bonus / equity grant) described in (document)], the parties agree as follows. 1. Definitions. (a) "Inventions" means all inventions, discoveries, developments, designs, improvements, processes, methods, formulas, software (source and object code), algorithms, data, models, works of authorship, mask works, trademarks, trade secrets and know-how, whether or not patentable or registrable, and all related documentation. (b) "Company Inventions" means all Inventions that Employee creates, conceives, develops or reduces to practice, alone or with others, during the period of employment with the Company, that (i) relate at the time of conception or reduction to practice to the Company's business or its actual or demonstrably anticipated research or development; (ii) result from any work Employee performs for the Company; or (iii) are developed using the Company's equipment, supplies, facilities, systems or confidential information. (c) "Intellectual Property Rights" means all patents, patent applications, copyrights, mask work rights, trade secret rights, trademark rights, database rights, design rights and all other intellectual and industrial property rights anywhere in the world, including all registrations, renewals, extensions, continuations, divisionals and reissues. (d) "Prior Inventions" means Inventions that Employee made, alone or with others, before the start of employment with the Company and that Employee owns or has an interest in.
2. Disclosure
Employee will promptly disclose to the Company in writing every Company Invention, and will keep and maintain adequate, current written records of all Company Inventions (such as notes, sketches, code repositories and lab notebooks), which are the property of the Company. During employment and for [6] months afterward, Employee will also disclose, in confidence, any Invention Employee believes is excluded under Section 4, so the Company can confirm whether it qualifies for the exclusion. The Company will keep such disclosures confidential and will not claim an Invention that qualifies for the exclusion.
3. Assignment of Company Inventions
Employee hereby assigns, and agrees to assign, to the Company (or its designee) all of Employee's right, title and interest in and to all Company Inventions and all Intellectual Property Rights in them, effective automatically on creation, without further consideration. Employee waives and quitclaims to the Company any claim of ownership of the Company Inventions. If any Company Invention cannot be assigned by law, Employee grants the Company an exclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free license, with the right to sublicense through multiple tiers, to make, have made, use, sell, offer for sale, import, reproduce, modify, distribute, display, perform and otherwise exploit that Company Invention. This assignment is worldwide and perpetual, and the Company is not required to use, register or commercialize any Company Invention for the assignment to remain effective.
4. Excluded inventions and state law notice
This Agreement does not apply to, and Employee is not required to assign, any Invention that Employee developed entirely on Employee's own time without using the Company's equipment, supplies, facilities or trade secret information, except for Inventions that either (a) relate at the time of conception or reduction to practice to the Company's business, or actual or demonstrably anticipated research or development of the Company; or (b) result from any work performed by Employee for the Company. This Section is intended to comply with, and will be read to give Employee at least the protection of, California Labor Code sections 2870–2872, Delaware Code title 19, section 805, Illinois 765 ILCS 1060/2, Kansas Statutes section 44-130, Minnesota Statutes section 181.78, New Jersey Statutes section 34:1B-265, New York Labor Law section 203-f, North Carolina General Statutes sections 66-57.1 and 66-57.2, Utah Code sections 34-39-1 to 34-39-3, Washington RCW 49.44.140, and any similar law that applies to Employee. Employee acknowledges receiving the written notice in Exhibit B.
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How to use this template
- 1
Sign it at the start
Have new hires sign with the offer letter, before day one. For current employees, pair it with a raise, bonus, promotion or equity grant, because some states question whether continued employment alone is enough consideration.
- 2
Attach the state notice
California, Washington, Illinois, Minnesota and Kansas require written notice of the own-time carve-out when the agreement is signed. Attach Exhibit B to every copy so you do not need state-specific versions.
- 3
Collect the prior inventions list
Ask the employee to complete Schedule A or write none. Review it before the start date and resolve any overlap with your products in writing.
- 4
Record assignments of patentable inventions
When an invention is disclosed, have the employee sign a short-form confirmatory assignment for filing with the USPTO or another patent office.
- 5
Remind at exit
In the exit interview, remind the employee of their continuing obligations and ask them to confirm that all inventions have been disclosed.
Frequently asked questions
What is an invention assignment agreement?
It is a contract in which an employee transfers to the employer ownership of inventions and other intellectual property they create in connection with their job. It usually covers disclosure, assignment, work made for hire, a list of prior inventions the employee keeps, a power of attorney to file patents, and a carve-out for inventions made on the employee's own time where state law requires one.
Is an intellectual property assignment agreement enforceable?
Generally yes, if it is supported by consideration and stays within state limits. At least ten states, including California, Washington, Illinois, Minnesota and New York, void assignment of inventions made on the employee's own time without company resources that do not relate to the business. For current employees, add new consideration, such as a bonus or equity grant, rather than relying only on continued employment.
Which states require written notice of the invention carve-out?
California (Labor Code 2872), Washington (RCW 49.44.140(3)), Illinois (765 ILCS 1060/2), Minnesota (181.78, subd. 3) and Kansas (44-130(c)) require the employer to give written notice of the own-time exclusion when the agreement is signed. Attaching one combined notice to every employee's agreement is the simplest way to comply everywhere.
What is a prior inventions list?
It is a schedule where the new hire lists inventions, code, designs or other work they created before joining and want to keep. It prevents later disputes over whether something was built before or during employment. If a listed item is later used in company work, the agreement usually grants the company a license to it rather than transferring ownership.
Does an employer own everything an employee invents?
No. Employers typically own inventions that relate to the business, result from the employee's work, or use company resources. In the carve-out states, inventions made entirely on the employee's own time without company equipment, supplies, facilities or trade secrets, and unrelated to the business, stay with the employee. Nevada is an exception that favors employers for inventions made in the course of employment.
Who owns employee inventions in the UK?
Under section 39 of the Patents Act 1977, the employer owns inventions made in the course of the employee's normal or specifically assigned duties, or by senior staff with a special obligation to the business. Other inventions belong to the employee, and section 42 blocks contract terms that try to take them. Employees can claim compensation if a patent is of outstanding benefit to the employer.