Intellectual Property Assignment

What This Clause Does

This clause says that anything you create during your employment — code, designs, inventions, written work — belongs to the company. That's expected for work you do on company time using company resources. The problem is when it extends to work you do on your own time, on your own equipment, with no connection to the company's business.

Some broad IP assignment clauses have tried to claim ownership of an employee's side projects, apps, or personal writing. Several states (including California, Delaware, and Washington) have laws limiting this overreach, but enforcement can still be costly. If you have any side projects or creative work you want to protect, address it explicitly before signing.

What This Looks Like in a Contract

"Employee hereby assigns to Company all right, title, and interest in and to any Inventions, including but not limited to patents, copyrights, trade secrets, and other intellectual property rights, that Employee creates, conceives, or develops during the term of employment."

Red Flags to Watch For

• Covers work created outside working hours and without company resources
• No carve-out for pre-existing IP or personal projects
• "Inventions" defined to include anything related to the company's current or future business areas
• Assignment applies retroactively to work created before signing

Negotiation Strategies