Invention Assignment Agreement Template
Hand-drafted invention assignment agreement template for 2026 — the proprietary information and inventions agreement (PIIA) covering present-tense IP assignment, pre-existing invention carve-outs, disclosure obligations, moral rights waiver and power of attorney. Suitable for US employees and contractors (with California Section 2870 compliance) and UK employees and contractors (Patents Act 1977 framework). Download today as PDF, Word or Google Docs.
Download Template See what’s inside →Quick answer. An invention assignment agreement (also called a Proprietary Information and Inventions Agreement, or PIIA) is a contract that ensures any inventions, work product, code, designs and intellectual property created by an employee, contractor, advisor or consultant during their engagement are owned by the company rather than the individual. It uses present-tense assignment language ("I hereby assign") so title vests in the company at the moment of creation, includes a Schedule A for pre-existing inventions the individual brought with them, and addresses jurisdiction-specific requirements like California Labor Code Section 2870 and the UK Patents Act 1977. The template below works for both US and UK assignors and is suitable for employees, contractors, advisors and consultants. Download as PDF, Word or Google Docs.
What is an Invention Assignment Agreement?
An invention assignment agreement — also called a Proprietary Information and Inventions Agreement (PIIA) or simply an IP assignment — is a legally binding contract that ensures any inventions, work product, code, designs and intellectual property created by an employee, contractor, advisor or consultant during their engagement are owned by the company rather than the individual. It is one of the most important documents in a startup's legal stack: without it, individuals who create work product may retain ownership or co-ownership of that IP, which can derail financings, M&A and licensing deals years later.
The legal mechanic is a present-tense assignment ("I hereby assign") rather than a forward-looking promise ("I will assign"). The distinction matters: under US case law (notably the Stanford v. Roche Supreme Court decision in 2011), a future-tense promise can leave a gap between creation and assignment that a third party can exploit. The agreement also includes a Schedule A where the assignor lists any pre-existing inventions they want to retain, a moral rights waiver where the jurisdiction recognises moral rights, and a power of attorney so the company can perfect title if the assignor leaves before paperwork is complete.
Key Components of an Invention Assignment Agreement
- Parties — the company (assignee) and the individual (assignor)
- Effective date — ideally before the engagement start date
- Scope of assignment — inventions, work product, code, designs, IP
- Pre-existing IP carve-outs — Schedule A listing retained items
- Disclosure obligation — assignor must disclose new inventions promptly
- Moral rights waiver — for UK and EU assignors, waiver in writing
- Power of attorney — to execute assignment paperwork post-departure
- Cooperation clause — post-engagement help with patent prosecution
- Jurisdiction-specific carve-outs — California Section 2870, UK Patents Act 1977
- Signatures and effective date
PIIA vs IP Assignment vs Employment IP Clause: When to Use Each
| Factor | PIIA / Invention Assignment | One-off IP Assignment | Employment IP Clause |
|---|---|---|---|
| Purpose | Forward-looking, all future inventions | Transfer of identified existing IP | Embedded IP coverage in employment contract |
| Length | 4-8 pages (standalone) | 2-4 pages (single transfer) | 1-2 paragraphs inside the contract |
| Scope | Inventions, work product, code, designs, IP created during engagement | Specific identified IP (named patent, codebase, trademark) | Same as PIIA but with less detail |
| Pre-existing IP carve-outs | Schedule A built in | Recitals identify the IP being transferred | Sometimes; often missing |
| Best For | R&D, software, design, anyone creating IP during engagement | Founder pre-incorporation IP, acquired patents, codebase purchases | Routine non-IP-creating roles (sales, ops, admin) |
| Risk if missing | Individual may co-own work product; deal-breaker in diligence | IP remains with original owner; cannot enforce, license or transfer | May be sufficient for ordinary roles; insufficient for IP-heavy roles |
In practice, most startups use both. Standard employees sign an employment agreement with an embedded IP clause; engineers, designers and any IP-creating staff additionally sign a standalone invention assignment for the more detailed coverage. Founders pre-incorporation, acquired technology and inbound patents are handled with one-off IP assignments. Contractors and consultants sign an invention assignment that is either standalone or embedded in their consulting agreement.
What an Invention Assignment Adds Over an Employment IP Clause
- Schedule A pre-existing IP carve-out (cleaner than ad hoc carve-outs in the employment agreement)
- Explicit moral rights waiver (often missed in employment IP clauses)
- Power of attorney to execute assignment paperwork post-departure
- Disclosure obligation requiring the assignor to surface new inventions promptly
- Post-termination cooperation clause for patent prosecution
- Jurisdiction-specific carve-outs (California Section 2870, UK Patents Act framework)
- Survives termination and is enforceable independently of the employment agreement
Which Type of IP Assignment Do You Need?
The right document depends on three questions: is the assignor an employee or a contractor, where will they be based, and is this a forward-looking arrangement (assigning all future inventions) or a one-off transfer of identified IP? The decision tree below walks through it.
The most common mistake here is assuming that an employment agreement's IP clause is sufficient for IP-creating roles — it usually is not. The Stanford v. Roche US Supreme Court decision turned on exactly this point: a future-tense promise ("I will assign") was not enough to defeat a competing assignment, where a present-tense ("I hereby assign") would have been. For California-based assignors, the Labor Code Section 2870 notice is also a hard legal requirement — missing it can invalidate the entire assignment.
Legal Framework: UK and US
United Kingdom
UK invention assignment is governed primarily by the Patents Act 1977 and the Copyright, Designs and Patents Act 1988. The default rule under section 39 of the Patents Act is that an employee's invention belongs to the employer if it was made in the course of the employee's normal duties or specifically assigned duties; otherwise it belongs to the employee. A well-drafted PIIA clarifies the position upfront, captures inventions outside the strict statutory default by contract, and addresses moral rights waiver. Section 40 gives employees a statutory right to compensation if a patent is of "outstanding benefit" to the employer; this cannot be contracted out of, but it is rarely successfully invoked.
Moral rights under the CDPA 1988 (paternity, integrity, attribution) attach to authors of literary, dramatic, musical and artistic works, and to directors of films. Computer code is treated as a literary work. Moral rights can be waived in writing under section 87 of the CDPA, and the standard PIIA includes such a waiver. UK guidance from the UK Intellectual Property Office is the authoritative reference for ongoing IP practice.
United States
US invention assignment turns on contract law plus state-specific statutes. The leading Supreme Court authority is Stanford v. Roche (2011), which held that a present-tense assignment ("I hereby assign") is required to defeat a competing claim — a future-tense promise ("I will assign") leaves a gap that a third party can exploit. Several US states have invention-assignment statutes that limit how broadly an employer can claim employee inventions: California Labor Code Section 2870 is the most cited; Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah and Washington have similar statutes. California also requires the employer to give written notice of the Section 2870 carve-out at the time the assignment is signed.
Federal copyright law has its own quirk: the work-for-hire doctrine in 17 USC Section 101 automatically vests copyright in the employer for works created by employees within the scope of their employment, but this does not apply to contractors or to inventions outside copyright (patents, trade secrets). For contractors, an explicit assignment is required. US patent law (35 USC) provides that inventors are presumptive owners; the assignment is the mechanism that transfers title to the employer or company.
Key Compliance Anchors
- US: Present-tense "I hereby assign" language (post Stanford v. Roche)
- US: California Labor Code Section 2870 carve-out and written notice requirement
- US: Similar carve-out statutes in Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, Washington
- US: Work-for-hire doctrine for employees (copyright); explicit assignment for contractors
- UK: Patents Act 1977 section 39 default ownership rule for employee inventions
- UK: Patents Act 1977 section 40 employee compensation right (cannot be waived)
- UK: CDPA 1988 section 87 moral rights waiver in writing
- Both: Pre-existing IP carve-out (Schedule A) clearly documented
- Both: Power of attorney to perfect title post-departure
Types of Invention Assignment Agreement
| Type | Assignor | Scope | Best For |
|---|---|---|---|
| Standard Employee PIIA | W-2 / PAYE employee | All future inventions and work product during engagement | Standard employee hires (engineering, design, R&D) |
| California-Compliant PIIA | Employee in CA, DE, IL, KS, MN, NC, UT, WA | Same as standard, with explicit Section 2870 carve-out and written notice | Employees based in states with invention-assignment statutes |
| Contractor PIIA | Independent contractor / 1099 / sole trader | All inventions created for the engagement | Freelance developers, designers, contractors, consultants |
| Advisor PIIA | Strategic advisor with formal advisory agreement | Inventions arising from advisory work, narrower scope | Industry advisors, technical advisors, board observers |
| One-off IP Assignment | Founder, prior inventor, acquired entity | Specific identified IP (named patent, codebase, trademark) | Founder pre-incorporation IP, acquired patents, codebase purchases |
| Joint Development Assignment | Two or more collaborating parties | IP created jointly during the project | R&D collaborations, partnerships, joint ventures |
| Embedded Employment IP Clause | W-2 / PAYE employee (non-IP-creating role) | Routine work product | Sales, ops, admin, support roles |
Choosing Between Types
- Employee vs contractor: Employees benefit from the work-for-hire doctrine for copyright; contractors do not, so an explicit assignment is essential
- Standalone vs embedded: Standalone PIIA is preferred for any IP-creating role; embedded clauses are sufficient for non-IP-creating roles
- State-specific carve-outs: Always include the Section 2870 carve-out for any US assignor — it is harmless if the state does not require it and protects against missing it for a state that does
- One-off vs forward-looking: Use a one-off IP assignment for transferring identified existing IP (a particular codebase, patent or trademark); use a PIIA for forward-looking arrangements covering future inventions
What's Inside the Invention Assignment Template
The template is structured the way an IP lawyer would draft it — eight sections covering the parties, scope of assignment, pre-existing IP, disclosure, moral rights, jurisdiction-specific carve-outs and signatures. Easy to adapt for employees, contractors, advisors and consultants.
1. Parties & Effective Date
- Company (assignee) and assignor details
- Effective date (ideally pre-engagement)
- Reference to underlying engagement
- Recitals confirming consideration
2. Scope of Assignment
- Present-tense "I hereby assign" language
- Definition of "Invention" and "Work Product"
- All IP rights (patents, copyrights, trade secrets)
- Worldwide, perpetual, irrevocable
3. Pre-Existing IP (Schedule A)
- Schedule for assignor to list retained IP
- Detail required (title, date, description)
- "None" attestation if list is empty
- Updates require written amendment
4. Disclosure Obligation
- Prompt written disclosure of inventions
- To designated company representative
- During engagement and 6-12 months after
- Sufficient detail for evaluation
5. Moral Rights Waiver
- Irrevocable waiver in writing
- Paternity, integrity, attribution rights
- Section 87 CDPA 1988 (UK)
- Worldwide where waiver permitted
6. Power of Attorney
- Limited, irrevocable appointment
- Company as attorney-in-fact
- To execute assignment paperwork
- Survives termination of engagement
7. Jurisdiction Carve-Outs
- California Section 2870 carve-out + notice
- Other state carve-outs (DE, IL, MN, etc.)
- UK Patents Act 1977 framework
- Cooperation post-termination
8. Signatures & Schedules
- Both parties sign and date
- Schedule A: pre-existing IP list
- Schedule B: California Section 2870 notice
- Schedule C: post-engagement disclosure form
All sections are editable. The Schedule A pre-existing IP list is the section most often customised — everything else stays consistent across assignors. For senior research hires or any engineer arriving with a significant portfolio of prior work, take the time to populate Schedule A in detail; for early-career hires with no prior commercial work, "None" is a valid entry.
How to Fill Out an Invention Assignment Agreement: Step-by-Step
Establish: Full registered company name (assignee) and address, country/state of incorporation, and the assignor's full legal name and home address.
- Use the assignor's legal name (matches passport, employment record)
- If the company is a UK Ltd, include the company number
- If the company is a US corp, state the state of incorporation
- State the assignor's role (employee, contractor, advisor, consultant)
Specify: The scope of the assignment using present-tense language and a broad definition of "Invention" and "Work Product".
- Use "I hereby assign" not "I will assign" (Stanford v. Roche)
- Define "Invention" broadly: discovery, improvement, design, idea, software, code, algorithm, process, method, formula, trademark, copyright work, trade secret
- Tie scope to engagement-related work: company time, resources, equipment, confidential information, or relating to company business
- Include all IP rights worldwide: patents, copyrights, trade secrets, trademarks, design rights
- State the assignment is perpetual, irrevocable and worldwide
Populate: Schedule A listing any inventions, code, designs or IP the assignor created before the engagement that they want to retain.
- For each item: title, brief description, date created, who else has rights
- Be specific - vague entries ("software I have written") are unenforceable
- If the schedule is empty, the assignor signs to confirm "None"
- Updates require a written amendment, never a side conversation
- For senior research hires, this is the section that matters most - take time on it
Include: A clause requiring the assignor to promptly disclose any Invention created during the engagement to a designated company representative, in writing.
- Promptly = within a defined window (commonly 30 days of conception)
- Designated representative: HR, in-house counsel, or company-named officer
- Sufficient detail: enough for the company to evaluate patent / commercial significance
- Continues during engagement and 6-12 months after termination
- Captures inventions conceived but not yet documented at termination
Include: Irrevocable waiver of moral rights where the jurisdiction permits, plus a limited power of attorney appointing the company as attorney-in-fact.
- UK CDPA 1988 section 87 permits moral rights waiver in writing
- US generally does not recognise moral rights for ordinary work product (no need for waiver)
- EU jurisdictions vary - check by country if granting cross-border
- Power of attorney: limited to executing assignment, patent prosecution, copyright registration paperwork
- Power of attorney survives termination and is irrevocable
Customise: Add jurisdiction-specific carve-outs and notices — California Section 2870, similar US state statutes, UK Patents Act 1977 framework.
- California: include the explicit Section 2870 carve-out and provide written notice (Schedule B)
- Other affected US states: Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, Washington
- UK: reference Patents Act 1977 framework; cannot waive section 40 employee compensation right
- Cooperation clause: assignor cooperates post-termination with patent prosecution, defence, enforcement
- Consider also addressing "shop rights" for inventions made using company resources but outside scope
Execute: Both parties sign and date before the engagement begins. Electronic signatures are valid in UK and US. File in the assignor's HR record.
- Sign before the start date - eliminates any "first day" IP ambiguity
- Use DocuSign, Adobe Sign or HelloSign for electronic execution
- Both parties retain a copy
- File the signed agreement in the assignor's HR record alongside their engagement agreement
- Surface during any IP audit, financing or M&A diligence
- For senior research hires, also lodge with the company's IP register
Critical Success Factors
- Use present-tense "I hereby assign" language - non-negotiable
- Sign before the engagement start date - close the day-one ambiguity
- Populate Schedule A in detail for senior hires - vague schedules cause diligence problems
- Include the California Section 2870 carve-out for any US assignor (harmless if not required, fatal if missing where required)
- Power of attorney must be irrevocable and survive termination
- Run an IP audit annually or before any financing - check that every IP-creating individual has signed
Best Practices for Invention Assignment Agreements
Drafting and Customisation
- One master template, role-specific clauses: Maintain a single PIIA template; vary only the scope clause and jurisdiction carve-outs by role and location
- Plain English where possible: Assignors without legal training need to understand what they are signing, especially the Schedule A carve-out
- Cross-reference, don't duplicate: Reference the parent engagement agreement for compensation; keep the PIIA focused on IP terms only
- Version control: Date every version of the template; never amend a signed PIIA without a written amendment and counter-signature
- Schedule A discipline: If an assignor lists pre-existing IP, validate it before signing - is the description specific enough, are there any items that should be excluded?
Issuance and Onboarding
- Issue before day one: Send the PIIA with the offer pack and require it back signed before the start date
- Send with onboarding pack: Bundle the PIIA with the employment or consulting agreement, NDA, code of conduct, and any handbook
- Allow time to read: Don't ask assignors to sign on the spot — the Schedule A carve-out is significant and they may want independent advice on what to retain
- Recommend independent advice for senior research hires: Engineers, designers and inventors arriving with a portfolio should be encouraged to populate Schedule A carefully and may want IP counsel review
- Re-issue on material role change: If an assignor moves into an IP-creating role from a non-IP role, issue a new or updated PIIA
Storage and Compliance
- HR record: File the signed PIIA in the assignor's HR file alongside their engagement agreement
- IP register: Maintain a central IP register listing every PIIA, the assignor, the date, and the Schedule A status
- Annual IP audit: At least annually (and always before a financing or M&A), check that every IP-creating individual has a signed PIIA on file
- Retention: Keep PIIAs indefinitely — IP rights can persist for decades and the assignment paperwork is the only proof of title
- Pre-financing diligence: Most term sheets require a representation that all IP has been assigned by all contributors; the IP register is the evidence
Modern Practice in 2026
- Electronic signature platforms (DocuSign, Adobe Sign, HelloSign) for execution
- HR information systems (Bamboo, Rippling, Personio, Deel) integrated with IP register
- Standardised Schedule A templates with prompts to elicit pre-existing IP
- Bilingual templates for cross-border engagements (English plus local language)
- AI-assisted IP audits surfacing engineers without on-file PIIA
- GitHub commit-author cross-checks against PIIA register for software-heavy companies
Common Mistakes to Avoid
Top 10 Invention Assignment Pitfalls
- Future-tense assignment language: "I will assign" leaves a gap that competitors and third parties can exploit (Stanford v. Roche). Use "I hereby assign" - present tense, not future
- Missing the California Section 2870 carve-out: Required by statute for any California assignor; missing it can invalidate the entire assignment
- Vague Schedule A: Entries like "software I have written" are unenforceable. Be specific: titles, dates, descriptions
- No moral rights waiver (UK/EU): Without it, the author retains paternity, integrity and attribution rights, which can interfere with downstream commercial use
- Signing after the start date: Creates ambiguity over IP created on day one. Sign before the engagement starts; if late, include a retrospective clause
- No power of attorney: Without it, the company cannot execute assignment paperwork if the assignor leaves before patent filings, copyright registrations or trademark applications are completed
- No disclosure obligation: Without it, the company has no automatic right to be told about new inventions; relies on the assignor remembering to surface them
- Treating contractors like employees: Work-for-hire doctrine does not apply to contractors; explicit assignment is required for every contractor-created work
- No post-termination cooperation clause: Without it, the assignor has no obligation to help with patent prosecution, defence or enforcement after they leave
- Skipping the annual IP audit: Engineers come and go, role-changes happen, contractors get added quickly. Audit at least annually that every IP-creating contributor has a signed PIIA - or fix it before diligence forces you to
UK vs US Legal Context
Invention assignment law has converged in some areas (e.g. modern present-tense assignments are now drafted similarly worldwide) and diverged sharply in others (statutory carve-outs, moral rights, work-for-hire). Here is the side-by-side that matters when drafting.
United Kingdom
UK invention assignment is grounded in the Patents Act 1977 and the Copyright, Designs and Patents Act 1988. Key features: under section 39 of the Patents Act, an employee's invention belongs to the employer if it was made in the course of normal duties or specifically assigned duties, otherwise it belongs to the employee; section 40 gives employees a non-waivable right to compensation if the patent is of "outstanding benefit"; CDPA section 87 permits irrevocable moral rights waiver in writing; computer code is treated as a literary work and thus has moral rights attached.
UK guidance from the UK Intellectual Property Office covers practical IP administration. The UK has no equivalent of the California Section 2870 carve-out, but the section 39 default ownership rule effectively achieves a similar outcome for inventions outside the assignor's normal duties.
United States
US invention assignment is dominated by contract law plus state statutes. Stanford v. Roche established that present-tense assignment language is required to defeat competing claims. California Labor Code Section 2870 limits the scope of employee invention assignments and requires written notice of the carve-out. Several other states have similar statutes: Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, Washington.
Federal copyright law's work-for-hire doctrine (17 USC Section 101) automatically vests copyright in the employer for works created by employees within the scope of employment, but this does not apply to contractors - contractors must explicitly assign their work product. US patent law (35 USC) provides that inventors are presumptive owners; the assignment is what transfers title to the employer or company.
Both jurisdictions
The mechanics are similar even when the substantive law is different: identify the parties, use present-tense assignment language, define scope broadly, address pre-existing IP via Schedule A, add disclosure obligations and power of attorney, sign. The template uses jurisdiction-neutral drafting where possible and provides alternative clauses where the law differs — for example, "Section 2870 carve-out" for US assignors and "Patents Act 1977 framework" plus "moral rights waiver under section 87 CDPA 1988" for UK assignors.
What founders and IP counsel say
Feedback from founders, in-house IP counsel and HR teams who have used the invention assignment template on real engagements.
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Used this for our first three engineering hires. The present-tense assignment language and the Schedule A pre-existing IP carve-out are properly drafted — our outside counsel made one tweak and signed it off. Saved us about a thousand pounds in legal fees.
Cleaner than the template our previous law firm gave us. The California Section 2870 carve-out and the UK moral rights waiver let us run the same agreement across our trans-Atlantic team without having to maintain two completely separate documents.
Adapted for a contractor invention assignment — the scope and disclosure clauses dropped in cleanly. Wish there was a separate joint-development variant for collaborator IP, but for standard contractor work this is solid.
Used this during our recent Series A diligence. Investor counsel reviewed and had no comments on the IP chain — the present-tense assignment, the Schedule A audit and the power of attorney all met their standard. That alone made it worth the download.
As an in-house IP lawyer, the most useful thing about this template is the clause-level commentary. Our HR team can populate the bulk of the agreement themselves, and I only need to review pre-existing IP schedules for senior research hires.
Solid foundational template. The disclosure obligation and the post-termination cooperation clause are the bits other templates miss. Saved me redrafting from a US-only PIIA for our UK engineers.
Invention Assignment — Frequently Asked Questions
An invention assignment agreement — sometimes called a Proprietary Information and Inventions Agreement (PIIA) or simply an IP assignment — is a contract that ensures any inventions, work product, code, designs and intellectual property created by an employee, contractor, advisor or consultant during their engagement are owned by the company rather than the individual. It uses present-tense assignment language ("I hereby assign") so that title vests in the company at the moment of creation, and includes carve-outs for pre-existing IP the individual brought with them. Without one, the individual may retain ownership or co-ownership of work product they create, especially in jurisdictions with strong moral rights or default-author rules.
The two terms are often used interchangeably. Strictly, an "invention assignment" (or PIIA) refers to a forward-looking agreement signed at the start of an engagement that assigns all future inventions and work product. An "IP assignment" more broadly can also refer to a one-off, present-tense transfer of specific existing intellectual property (a particular patent, copyright, trademark, or codebase) from one party to another — for example, when a founder assigns code they wrote pre-incorporation into a newly-formed company. Use a PIIA / invention assignment for ongoing employees and contractors; use a specific IP assignment for one-off transfers of identified IP.
Many employment agreements include an IP assignment clause, and that may be sufficient for ordinary roles. A separate invention assignment is recommended when the engagement involves significant R&D, patentable inventions, software development, or any scenario where IP is the company's primary asset. The standalone document allows for more detailed treatment — a Schedule A of pre-existing inventions, jurisdiction-specific carve-outs (California Section 2870), explicit power of attorney, post-termination cooperation, and disclosure obligations — that would clutter an employment agreement. For contractors, advisors and consultants who do not have an employment agreement, a separate invention assignment is essential.
California Labor Code Section 2870 makes any invention-assignment provision unenforceable to the extent it requires assignment of inventions the employee developed entirely on their own time, without using the employer's equipment, supplies, facilities or trade secrets, and that do not relate to the employer's business or anticipated research, and do not result from work done for the employer. California employers must also give the employee written notice of this carve-out at the time the assignment is signed, otherwise the entire assignment can be unenforceable. Several other states (Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, Washington) have similar statutes — the standard practice is to include the same carve-out language for all US assignors regardless of state.
Moral rights are personal rights of authors and inventors — the right of paternity (to be identified as the author), the right of integrity (to object to derogatory treatment of the work), and the right of attribution. They exist alongside, not instead of, economic copyright. The UK Copyright, Designs and Patents Act 1988 grants moral rights to authors of literary, dramatic, musical and artistic works (computer code is treated as a literary work), and these rights can be waived in writing. Most other EU jurisdictions grant moral rights but do not allow waiver. In the US, moral rights for ordinary work product are generally not recognised at federal level — VARA (Visual Artists Rights Act) gives limited rights to fine artists only. The moral rights waiver is essential for UK and EU assignors and harmless to include for US assignors.
The starting point is the agreement: a well-drafted invention assignment captures inventions created during the engagement period that relate to company business, use company resources, or build on company confidential information — regardless of when the creating activity occurred. Inventions created entirely on the employee's own time, with no company resources, that have no relation to company business, fall outside the assignment in California (under Section 2870) and several other US states. In the UK, the Patents Act 1977 section 39 provides that an invention is the employer's only if it was made in the course of normal duties or specifically assigned duties; otherwise, it is the employee's. Always document the carve-out in the agreement and surface it at the time of signing.
Yes, ideally before the start date and never later than day one. A common litigation point is whether IP created on the first day or two of an engagement was assigned. Signing before the start date eliminates that ambiguity. For contractors, the assignment should be in place before any project work begins. If the agreement is signed late, include a "this agreement applies retrospectively to all inventions made by the assignor for or on behalf of the company since the engagement commenced" clause and cross-check that no IP was disclosed externally (filed for patent, published, used by another client) in the gap period.
For ordinary hires — software engineers, designers, content creators in the company's home jurisdiction — a well-drafted template with company-specific edits is usually sufficient. Get a lawyer involved when the engagement involves patentable inventions in a regulated industry (medical devices, pharmaceuticals, hardware), when the assignor is a senior research figure with significant pre-existing portfolio, when the engagement crosses jurisdictions, or when the company is preparing for due diligence (financing, M&A, IPO). The cost of an hour with IP counsel is small compared to the cost of an unenforceable assignment surfacing during diligence and threatening a deal.
Download the Invention Assignment Agreement Template
This invention assignment agreement template handles every standard IP-creating engagement: standard employee PIIA, California-compliant PIIA with Section 2870 notice, contractor PIIA, advisor PIIA, and one-off IP assignments for founder pre-incorporation work or acquired IP. Includes present-tense assignment language, Schedule A pre-existing IP carve-out, explicit moral rights waiver under UK CDPA 1988 section 87, irrevocable power of attorney, post-termination cooperation, and disclosure obligations. Suitable for any size of company from first hire to scale-up, and adaptable for both UK and US jurisdictions out of the box.
What's Included in Your Template
- Complete invention assignment agreement (PIIA) in Word, PDF and Google Docs formats
- Alternative clauses for employee, contractor, advisor and one-off assignment scenarios
- Present-tense "I hereby assign" language (Stanford v. Roche compliant)
- Schedule A pre-existing IP carve-out form with population prompts
- Explicit moral rights waiver under CDPA 1988 section 87 (UK / EU compatible)
- Irrevocable limited power of attorney for post-termination paperwork
- California Labor Code Section 2870 carve-out and written-notice schedule
- UK Patents Act 1977 framework references and section 39 / 40 acknowledgement
- Post-termination disclosure and cooperation form (Schedule C)
Why Founders Choose This Template
- Hand-drafted: Written by founders for founders, with input from IP counsel in both jurisdictions
- Dual jurisdiction: Works for US and UK assignors without maintaining two separate documents
- 2026 current: Reflects Stanford v. Roche, current California Section 2870 practice, and UK Patents Act 1977 / CDPA 1988 framework
- Plain English: Drafted to be readable by assignors without legal training; Schedule A explained clearly
- Diligence-ready: Field structure aligns with what investor counsel checks in IP-chain due diligence
- Founder-friendly pricing: One small fee for unlimited use, not per-document or per-assignor
- Editable everything: Word, PDF and Google Docs — edit in whatever tool you use
This template is provided as a starting point and is not legal advice. IP and invention-assignment law varies by jurisdiction and changes regularly. For senior research hires, cross-border engagements, regulated industries (medical devices, pharmaceuticals), or any assignor arriving with a significant pre-existing portfolio, have IP counsel review before use. Run an annual IP audit to confirm every IP-creating contributor has a signed PIIA on file.