Intellectual property
Invention assignment agreement
The paper signed by employees and often by contractors, saying that inventions and work created in connection with the job belong to the company. It usually travels with the confidentiality promise in a single document. Its two practical features are a schedule where the person lists what they already owned before joining, and carve-outs required by some jurisdictions for work made entirely on the person's own time with their own equipment.
- In the catalogue
- Intellectual property
- Where it can live
- Any of the 184 governing laws
Who uses one
- Companies putting new starters and contractors on a consistent ownership footing.
- Startups tidying up ownership before an investment or a sale.
- A person signing one who wants to record what they already own.
What you are deciding
- What work is covered, and how it connects to the job
- Whether it reaches work done outside working hours
- What the person already owned, listed in a schedule
- How carve-outs required by local law are handled
- Whether the person agrees to sign later paperwork for filings
- How moral rights are dealt with
- How it sits beside the confidentiality promise
- What happens when the person leaves
Blanks you leave stay blank and wait in the room. Nothing is filled in from a guess.
The sections a draft usually has
- 1The parties
- 2Definitions of inventions and works
- 3Assignment to the company
- 4Prior inventions schedule
- 5Statutory carve-outs
- 6Further assurance and filings
- 7Moral rights
- 8Confidentiality
- 9What happens on leaving
A general outline, not a required one. What turns up in a draft follows what you described. A contract is written in the order a contract is read.
What people call it
The names this kind of paper goes by. They are here because people search for them. They also filter the catalogue. They are not a wordlist the door matches. At the composer you describe the deal in your own words instead.
- invention assignment agreement
- piia
- proprietary information and inventions agreement
- employee ip agreement
- ciia
- inventions agreement
Questions people ask
- Does this cover side projects?
- It depends on the drafting and on local law. Several jurisdictions protect work made entirely on a person's own time without company resources, and papers of this kind carry a carve-out saying so.
- Why is there a schedule of prior inventions?
- So what the person already owned is recorded before the job starts. A blank schedule signed years earlier is a difficult thing to argue with later.
- Do contractors sign one too?
- Often yes, because ownership of contractor work is not automatic in most systems. Where it is not signed, the services agreement usually carries an assignment instead.
General answers about the document. Not advice about your situation. Not written about any one country.
Where it lives
A contract names the legal system it is governed by. That is a separate decision from which paper it is. You pick it at the door, from any of the 184 units in Governing law, including England and Wales, Delaware, California and New York.
You do not start from this page. Describe the deal in one sentence at the door. Read the draft back in plain language, in the order a contract is read.
Start it at the door →Related kinds