If an Invention and Copyright Assignment clause does not form part
of your employment contract, you could (read should!) use a stand-alone Intellectual Property Assignment Agreement. See our template further down on this page.
Employers may feel secure in the thought that they automatically own the right to creations or inventions in the work place under the "work-for-hire" doctrine.
However, should a dispute arise, the law of the land will determine the rights and may not necessarily side with he employer. It is therefore very important to have an agreement in place, preferably signed before the employee starts his/her employment with the Company.
SIDEBAR: You could still have your employees sign an assignment even after they've been working for you for some time. Our sample assignment of invention agreement makes provision for disclosing pre-existing intellectual property, which will then be excluded from the agreement.
NOTE: The Invention and Copyright Assignment Agreement on this page is specifically drafted for employees. When it comes to freelancers, independent contractors, consultants etc., please review our Work Made for Hire guidelines and look at the free work-for-hire contract that we supply.
It is important for both employers and employees to understand that an invention assignment does not give the employer blanket rights in all inventions or creations by the employee, if such work was created outside the employment of the Company.
This Agreement is made and entered into between:
(Hereinafter referred to as the "Company")
(Hereinafter referred to as the "Employee")
As a condition of the employment relationship between the Company and Employee, remunerated at a rate acknowledged as sufficient by the Employee, the Employee agrees to the following:
1. All the Employee's rights, title and interest throughout the world to any and all intellectual property, including but not limited to computer programs, formulae, inventions, discoveries, creative work, ideas or improvement, derivative work, whether or not patentable or eligible for registration under Intellectual Property law, which the Employee has or might create, devise or discover, solely or in conjunction with others, and known collective as the Work, are hereby irrevocably assigned to the Company as full and exclusive property of the Company. The Employee waives any right to be attributed as the creator of the Work and waives any right against alteration or adaption of the Work.
2. All Work made within the scope of and during the period of the Employee's employment with the Company constitute "work made for hire" to the greatest extent permissible in law and all rights, title and interest in any existing or future Work are hereby assigned to and owned by the Company.
3. Records shall be kept in adequate and appropriate form and format of all Intellectual Property pertaining to this Agreement during the term of employment, shall be disclosed to the Company promptly and not disclosed to third parties without prior written permission by the Company and shall be kept safe and remain the sole property of the Company.
4. The Employee shall not enter into any agreements with a third party relating to the Work created or invented, without prior written permission by the Company.
5. The Employee shall assist the Company and where applicable shall execute any and all instruments or papers required to enable the Company to exercise all its rights relating to Intellectual Property as referenced in this Agreement. The termination of the employment relationship for whatsoever reason shall not release the Employee from this obligation.
6. The Company and its duly appointed officers are hereby irrevocably granted Power of Attorney to act on behalf and instead of the Employee in matters relating to the Intellectual Property assigned herein and the pursuance of the rights thereof if the Employee is mentally or physically unable or for any other reason unavailable to do so.
7. In the execution of the Work, the Employee shall not infringe upon the Intellectual Property rights of another person or entity.
8. The parties agree that the following shall not form part of the Intellectual Property Assignment:
8a) Work created by the Employee outside hours of employment and not using the Company's resources or proprietary information of the Company and not as a result of work performed for the Company by the Employee.
8b) Prior Intellectual Property i.e. material or work created prior to employment with the company described below:
(Please provide patent application numbers, registration numbers etc. where applicable)
9. This Intellectual Property Assignment Agreement will be binding upon and accrue to the benefit of each party's heirs, legal representatives, successors and assigns.
10. This Agreement shall be construed, interpreted and governed in accordance with the laws of _______________ and if any part or clause is ruled as invalid by an appropriate court of law, it shall be severed and not affect or invalidate the remaining provisions.
11. This document constitutes the entire Agreement between the parties in respect of its subject matter and any amendment or waiver of any rights shall be effective only if made in writing and signed by both parties.
Acknowledgement by the Employee
The Employee warrants having had the opportunity to seek independent legal advice and fully understands all of the terms and provisions of this Agreement. The Employee understands and agrees that any change in his/her duties or position or remuneration at the Company shall not affect this Agreement in any way whatsoever.
Company Representative: _________________________ Title: ________________
Signature: _________________________ Date: _______________
Employees Full Names: ________________________________________________
Signature: _________________________ Date: _______________
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