IP Assignment

Intellectual property assignment clauses transfer ownership of work you create to your employer or client. In most employment agreements, work created within the scope of employment ('work for hire') automatically belongs to the employer — this is standard. The danger is clauses that extend ownership to work created outside work hours, using your personal equipment, with no relationship to your employer's business. These 'moonlighting' clauses are extremely common in technology employment contracts. California Labor Code §2870 explicitly prohibits such clauses for work unrelated to the employer's business created on your own time with your own resources. Several other states (Delaware, Illinois, Minnesota, North Carolina, Washington) have similar employee invention protections. If you freelance, write software, or create any IP outside work, this clause is critical to review.

Before signing, prepare a 'prior inventions' exhibit listing all side projects and IP you want to retain. Attach it to the contract and have both parties sign it. Request language limiting assignment to work 'related to the company's business and created during work hours using company resources.' In California, ask your attorney about Labor Code §2870 protections. If you have valuable ongoing side projects, negotiate explicitly about them before accepting the offer.