Invention Assignment Agreement Template

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An invention assignment agreement is a legal contract usually signed before working for a company. This legal form states that anything you create or conceptualize during your employment relationship is legally transferred to the ownership of your employer. Save this legal form to your device, add essential details, and share it with the other parties.
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Template Description

Paper titled "Invention Assignment Agreement"; woman with a marquer; screen with images

A confidentiality and invention assignment agreement is a standard document regulating inventor assignments and signed often between employees and their employer. The parties sign this invention assignment agreement to legally transfer, or “assign,” ownership in the event that the employee invents something or conceptualizes an invention while under the employ of the company.

What Is an Invention Assignment Agreement?

A confidential information and invention assignment agreement is a legal document usually signed before a person can work for a company. This type of legal document requires the employee to disclose any inventions created prior to working at the company so that he or she can be sure the employer will not have any rights to those.

Insight

Thereafter, the inventions assignment agreement usually states that anything created or conceptualized during the person’s employment relationship is legally transferred to the ownership of the employer. This makes it easier for the employer to do things like get patents on employee inventions

Warning

There are certain exceptions. In many states, invention assignment agreements do not apply to inventions created by the employee on his own time, without the use of the employer’s equipment, which do not relate directly to the scope of the employment. 

In essence, an invention assignment agreement consideration gives the company or other party legal ownership over your ideas and inventions, plus the legal right to profit from them. 

Parties of the Invention Assignment Agreement

There are two main parties that must sign the inventions assignment agreement:

  • Employer — The founder or the person who represents the company. 
  • Employee — The employee who is joining the company and disclosing prior inventions. 

Key Terms

An invention assignment agreement should serve to outline the rights and obligations of the employer and employee in case an invention is made by the employee during working hours or stint as an employee. Some general terms to include are:

  • Assignment provision — This provision includes everything the employer needs to claim ownership over the employee’s work. Don’t forget to specify whether the invention assignment agreement is only applicable to work done on company property and during work hours or the whole employment stint.
  • Disclosure provision — This prior inventions disclosure example requires the employee to disclose any invention that falls under the assignment provision immediately. 
  • Patent/copyright — After the disclosure of an invention, the employer can protect the invention, which now belongs to the company, using patents or copyright. A patent prevents other companies and individuals from using the idea and profiting from its sale.
  • Power of attorney — Power of attorney serves as the employee’s approval to allow the employer to use and exercise ownership rights over the employee’s invention. By including the power of attorney, the employee will not later need to be present or provide an additional statement of consent for those inventions.
  • Penalties — The confidentiality and invention assignment agreement should detail the penalties that will be imposed if the employee refuses to disclose the inventions that fall under the assignment provision.

Who Can Use These Agreements?

Companies and professionals can use invention assignment agreements to make sure their work does not get lost. The main function of these papers is to ensure that any creations and inventions designed specifically for one company or client do not get passed on to other companies or individuals. 

Companies

Companies can safeguard their business, especially if they have employees who provide branded solutions, inventions, and innovations for the organization while under their employ. It is important for companies to have a confidentiality and invention assignment agreement when bringing new employees to the company specifically to improve the company, create things for the company, or invent something that the company will use or sell.

Freelancers

Freelancers and other independent contractors can use an invention assignment agreement form along with other contracts to ensure that, while using resources and intellectual property for a single client, any inventions transfer to the ownership of the employer and remain the property of the employer long after the freelance contract has expired.

Lawyers

Lawyers can use an invention assignment template for those who work for them and their clients. This is particularly applicable to employment attorneys.

How To Create an Invention Assignment Agreement

Steps for Employers

A well-written invention assignment form can save employers time and money in the future. The following steps describe how to write an effective invention assignment document:

  1. Provide the names of the parties who will be signing the contract—the employer and the employee;

  2. Outline the terms and conditions the employee should follow;

  3. Define all the terms that create the conditions for the agreement;

  4. Specify the work that falls under the agreement, the time given to the employee to disclose the invention, etc;

  5. Explain the process of gaining legal ownership over the output; and

  6. Detail the penalties that will be used in case of a breach of contract.

Speak With an Attorney

Before signing on the dotted line, consider speaking with an employment attorney if you are asked to sign an invention assignment agreement with your current or future employer. A lawyer can explain your state’s employee ownership rules regarding intellectual property. This may be particularly important if you are moving to a new state for your job. 

Coordinate With the Counterpart

Coordinate with the other party to gain a clear idea of what terms to include in the contract. For example, if you want the provision included that the employee can create inventions on his or her own time without using company resources or intellectual property, that needs to be coordinated in advance. 

Negotiate Essential Terms of the Contract

An assignment of inventions agreement template can be helpful in determining the critical parts to write into your agreement. You will want to ensure confidentiality, but there is no need to purchase something overly complicated. Either party can create a simple contract online or use a sample document to determine which parts to include, such as the parties’ obligations or the employer’s benefit. 

Insight

Some general issues should be included as is when you make a confidentiality and invention assignment agreement. These include provisions ​​regulating governing law and dispute resolution and who must pay for attorneys fees in the event there is a dispute. Also include an integration clause that states the validity of the entire agreement.

In addition, you might include:

  • An assignment provision — This provision states that the employee gives legal ownership of any inventions he or she will create while under the employ of the company. This is probably the most crucial part of this legal document.

  • A disclosure provision — This part of the contract states that employees must disclose to the company any inventions, improvements, or innovations they make. Include language dictating how quickly that disclosure should be made so that the company can apply for protections like copyrights or patents.

  • A power of attorney provision — The power of attorney provision gives the company or other party involved the ability to execute that ownership over any inventions with or without employee approval. This makes it possible for an employer to immediately file for a patent without consulting with the employee who invented the concept or product.

Why Would You Need Invention Agreement Templates?

man working with a laptop

You might need an invention assignment agreement template if you are an employer hiring employees specifically to create products for your company or to help invent branded solutions. You may not, however, need this document if your employees are filling roles that are not traditionally inventive, including human resources managers or accountants. However, a template may be needed for hiring people specifically for their innovative capabilities, such as:

  • Engineers
  • Marketing professionals
  • Freelancers
  • Developers
  • Metalworkers
  • Carpenters
  • Machinists
  • IT specialists
  • Artists
Warning

You may not necessarily want an invention assignment agreement sample if you are collaborating with other companies or brand names because it won’t cover all potential aspects of the invention process. In these situations, an employment or intellectual property (IP) attorney in your jurisdiction may be able to help prepare an appropriate agreement.

Common Use Cases

Consider drafting an invention assignment contract when:

  • Hiring a person to fill a creative role, such as a graphic designer or software developer;
  • Running a startup and hiring a new employee; or
  • Working with a new freelancer or independent contractor who is expected to invent for the duration of the working relationship.

When Not To Use the Invention Assignment Agreement

An invention assignment agreement is not necessary for all new employees. The following are some situations in which an employer will not need an invention agreement template:

  • When hiring a new employee who is not expected or required to make work-related inventions;
  • When cooperating with a creative agency, which may require a different contract.

State Law

Even though the rules and language guiding invention assignment agreements may seem quite straightforward, there is some room for error resulting from different state laws. Consider the following information:

State Law
California

Invention assignment agreement does not apply to any invention created on the employee’s own (unpaid) time, without the use of company equipment, facilities, supplies, or information, unless it is related to the employer’s business and R&D or is a result of the activities performed by the employee at work, except for those inventions that either:

  • Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or
  • Result from any work performed by the employee for the employer.

2021 California Labor Code, division 3, chapter 2, article 3.5 

State Law
Delaware

Invention assignment agreement does not apply to any invention created on the employee’s own (unpaid) time, without the use of company equipment, facilities, supplies, or information, unless it is related to the employer’s business and R&D or is a result from any work performed by the employee for the employer.

2022 Delaware Code, Title 19, chapter 8, §805

State Law
Illinois

Invention assignment agreement does not apply to any invention created on the employee’s own (unpaid) time, without the use of company equipment, facilities, supplies, or information, unless it is related to the employer’s business and R&D or is a result from any work performed by the employee for the employer.

2021 Illinois Compiled Statutes, chapter 765, §765 ILCS 1060/Employee Patent Act.

State Law
Kansas

Invention assignment agreement does not apply to any invention created on the employee’s own (unpaid) time, without the use of company equipment, facilities, supplies, or information, unless it is related to the employer’s business and R&D or is a result from any work performed by the employee for the employer.

2021 Kansas Statutes, chapter 44, article 1, §44-130 

State Law
Minnesota

Invention agreement providing that an employee shall assign or offer to assign any of the employee’s rights in an invention to the employer shall not apply to an invention created on the employee’s own (unpaid) time, without the use of company equipment, facilities, supplies, or information, unless it is related to the employer’s business and R&D or which does not result from any work performed by the employee for the employer. Any provision that purports to apply to such an invention is to that extent against the public policy of this state and is to that extent void and unenforceable.

2022 Minnesota Statutes, chapters 175-186, chapter 181, section 181.78

State Law
Nevada

All patentable inventions created by the employee that relate directly to work performed during the course and scope of the employment transfer to the ownership of the employer, except as otherwise provided by express written agreement.

2022 Nevada Revised Statutes, Chapter 600, §600.500

State Law
North Carolina

Invention assignment agreement does not apply to any invention created on the employee’s own (unpaid) time, without the use of company equipment, facilities, supplies, or information, unless it is related to the employer’s business and R&D or is a result of the activities performed by the employee at work, except for those inventions that either:

Relate to the employer’s business or actual or demonstrably anticipated research or development; or 
Result from any work performed by the employee for the employer. 

2021 North Carolina General Statutes, chapter 66, article 10A, §66-57.1

State Law
Utah

Inventions created by the employee entirely on his own time are not considered employment inventions, and employment agreements that require the employee to assign or license to the above-mentioned inventions are not enforceable. 

2022 Utah Code, Title 34, Chapter 39, section 3

Washington

Invention assignment agreement does not apply to any invention created on the employee’s own (unpaid) time, without the use of company equipment, facilities, supplies, or information, unless it is related to the employer’s business and R&D or is a result from any work performed by the employee for the employer.

2022 Revised Code of Washington, Title 49, chapter 49.44, §49.44.140

For Arizona and Colorado states, assigning an invention by an employee is regulated not by state legislation but by court decisions in individual cases.

Additional information guiding invention assignment in any state is available within that state’s code. Any invention that is not considered legal by the law in your state, if that is where you work, shall not be transferred to the ownership of the employer. 

Also Read

Frequently Asked Questions

Can my employer require me to sign a confidentiality and invention assignment agreement?

This depends on where you are employed. If your employer is using a legal assignment of inventions template, and you are hired as an at-will employee, signing this type of contract could be a condition of your employment. 

An at-will employee is someone who can be fired at any time for any reason. The state in which you work will determine whether you are hired as an at-will employee. 

You cannot be forced to sign an inventions contract, but a company can reserve the right not to extend an employment contract to you if you don't.

Can I still make my own things if I've signed an invention assignment agreement?

It's up to you to speak with an attorney and coordinate with your counterpart to determine your freedom for creating inventions on your own time. If you are specific with your employer about the type of work that you will do for the company compared to the kind of work you want to do on your own inventions, it's easy to include in your assignment of inventions agreement contract which items fall under ownership rights for the company vs. which items you create in your spare time.

For example: If you are an app developer and you are hired to develop a fitness app for a company, you might also like to spend your free time developing other apps that help people with things like time management or meditation. 

In this scenario, it's best that you speak with the employer and let them know specifically which things you consider inventing in your spare time. Lay out the terms in your contract for how that will remain under your legal ownership.

What if I like to create and invent on my own time?

If you are creative and always coming up with ideas or ways to improve things, you might want to have an attorney look over your contract before you sign away all the rights to any money earned from your ideas.