What it is
An IP assignment clause transfers ownership of inventions, code, designs, and other work product from you to the company. Reasonable clauses cover work created on the job using company resources. Aggressive ones cover everything you create during the relationship — including personal projects.
Why it matters
If you have a side hustle, write open-source code, or have invention ideas predating the job, an overbroad IP clause can swallow them. Several states (California, Washington, Illinois, etc.) have laws limiting how far an employer can reach.
Sample clause language
"Employee hereby assigns to Company all inventions, ideas, and works of authorship conceived during the term of employment, regardless of whether developed using Company resources or during working hours."
What it really means: This grabs your personal work too. In California (Labor Code 2870) and similar states, this clause is partially unenforceable — but the employer may still claim it. Add a personal projects exclusion in writing.
Red flags
- Covers anything created during employment, even on personal time
- No exclusion for prior inventions
- No carve-out for unrelated personal projects
- Extends past termination
- Includes 'ideas' not just deliverables
Fair / acceptable
- Limited to work created using company resources
- Excludes work unrelated to company business
- Schedule of pre-existing IP (your prior inventions)
- Ends at termination
How to negotiate
- Attach a 'Prior Inventions' schedule listing your existing work
- Add carve-out for projects unrelated to company business and built off-hours
- Cite your state's labor code if applicable
Frequently asked questions
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Not legal advice. For informational purposes only.