IP Assignment Agreements: What You're Signing Away

What an IP Assignment Clause Does

An intellectual property assignment clause transfers ownership of intellectual property you create — code, designs, writing, inventions, processes — from you to your employer. This is expected for work you create as part of your job. The problem arises when the clause extends beyond your job scope.

Overbroad IP assignment clauses attempt to claim ownership of: work done on your own time, on personal equipment, unrelated to your employer's business, or based on skills and knowledge you had before joining the company.

What an Overbroad Clause Looks Like

A clause that says "Employee assigns to Company all inventions, works, and discoveries made during the term of employment, whether or not related to Company's business and whether or not made during work hours" is claiming everything you create for the duration of your employment.

If you write a novel, develop a personal app, create music, or invent something in your garage — under this type of clause, your employer might claim ownership of it. Whether they'd actually pursue this is a separate question; signing it without understanding it is a different risk.

Statutory Protections That Limit IP Assignment

Several states have laws that limit what employers can claim through IP assignment. California, Delaware, Illinois, Minnesota, North Carolina, and Washington all have statutes limiting IP assignment to work actually related to the employer's business or made with company resources.

Even in states with these protections, the burden often falls on the employee to assert them. Knowing the clause is overbroad — and having that documented before you sign — puts you in a stronger position.

What to Negotiate: The Moonlighting Carve-Out

The most common and accepted negotiation is a "moonlighting carve-out" — a clause that explicitly excludes inventions and creative works made entirely on personal time, with personal equipment, and unrelated to the company's current or prospective business.

Many employers will agree to this carve-out, especially for developers, designers, and writers who have existing side projects. The key is to negotiate it before you sign, ideally with a list of your current personal projects attached as an exhibit.

Using Revealr to Review an IP Assignment Clause

Revealr specifically flags overbroad IP assignment language, including provisions that extend beyond work hours or relate to areas outside your employer's actual business. If your employment contract contains this clause, the AI will identify what it covers and suggest what a more reasonable limitation would look like.