Assignment Agreement - Invention
ASSIGNMENT AGREEMENT — INVENTION
This Assignment Agreement (the "Agreement") is entered into on [Effective Date] (the "Effective Date") by and between
[Assignor’s name], [Assignor Type] registered at [Address], [City], [State] [ZIP Code](the "Assignor"),
and
[Assignee’s name], [Assignee Type] registered at [Address], [City], [State] [ZIP Code](the "Assignee"), collectively referred to as the "Parties" and individually as the "Party".
NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties intending to be legally bound hereby, do promise and agree as follows:
DEFINITION AND INTERPRETATION. The definitions and rules of interpretation in this clause apply in this Agreement.
The "Assigned Rights" shall mean any and all rights and/or obligations that have arisen in the name of the Assignor as a result of: [Assigned Rights Types]
ASSIGNED RIGHTS. The Assignee hereby transfers to the Assignor exclusively throughout the world all rights, title, and interest, either choate or inchoate, in the Assigned Rights, including as may be applicable, any and all assets, rights, liabilities, and obligations. These also include precursors, portions, and work in progress with respect thereto and all inventions, works of authorship, mask works, technology, information, know-how, materials, and tools relating thereto or to the development, support, or maintenance thereof and all copyrights, patent rights, trade secret rights, trademark rights, database rights, and all other intellectual and industrial property rights of any sort and all business, contract rights and goodwill in, incorporated or embodied in, used to develop, or related to the Assigned Rights.
CONSIDERATION. The Parties agree that the Assignor is transferring the Assigned Rights for the following: [Compensation Type]
Fixed payment. A payment of [Fixed payment](the "Payment"). The Assigned Rights are to be transferred in exchange for the Assignee paying the Assignor the Payment within [Number of days] days of the Effective Date. Payment to be made to Assignor bank: [Assignor’s bank name], account: [Assignor’s account number]. Assignee bank: [Assignee’s bank name], account: [Assignee’s account number].
FURTHER ASSURANCES, MORAL RIGHTS, COMPETITION, AND MARKETING. The Assignee agrees to assist the Assignor in every legal way to evidence, record, and perfect the Assigned Rights, apply for, obtain recordation, and, from time to time, enforce, maintain, and defend the Assigned Rights. If the Assignor is unable to secure the Assignee’s signature on any document that the Assignor is entitled to under this Agreement, the Assignee irrevocably designates and appoints the Assignor and the Assignor’s duly authorized officers and agents as agents and attorneys-in-fact.
ASSUMPTION. The Assignee acknowledges and agrees to assume the transfer and ownership of all liabilities, obligations, and claims related to the assignment. As of the Effective Date, the Assignee agrees to comply with all terms, make required payments, and perform all conditions, covenants, and duties associated with the assignment.
CONFIDENTIAL INFORMATION. The Assignee will not use or disclose any information assigned to the Assignor, including Assignor’s technical or business information or plans, except to the extent the Assignee (i) can document that it is generally available without any fault of the Assignee for use and disclosure by the public without any charge, license or restriction, or (ii) is permitted to use or disclose such information or plans according to the Proprietary Information and Inventions Agreement between the Assignee and the Assignor of even date herewith.
RIGHTS AND RESOURCES CUMULATIVE. The Assignor’s rights and remedies under this Agreement shall be cumulative and not exclusive of any rights or remedies the Assignor would otherwise possess. No failure or delay by the Assignor in exercising any right shall operate as a waiver thereof.
NOTICE. Any notices required under this Agreement shall be given in writing and delivered personally or by certified mail, postage prepaid, return receipt requested, by facsimile, or by a commercial overnight courier that guarantees next-day delivery and provides a receipt. Such notices shall be addressed to the above-mentioned addresses or any other address that either Party may specify in writing to the other Party.
MODIFICATION. This Agreement may be supplemented, amended, or modified only by the Parties’ mutual agreement. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by all Parties.
ENTIRE AGREEMENT. This Agreement and all other agreements, exhibits, and schedules referred to in this Agreement constitute the final, complete, and exclusive statement of the terms governing the Parties’ understanding regarding the subject matter. It supersedes all prior and contemporaneous understandings or agreements of the Parties.
WAIVER. Any failure or delay by either Party in exercising any rights or remedies provided under this Agreement or by law shall not be considered as a waiver of that or any other right or remedy.
SEVERABILITY. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such provision shall be stricken from this Agreement. The removal of such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement.
ATTORNEY FEES PROVISION. In any litigation, arbitration, or other proceedings by which one Party either seeks to enforce the rights under this Agreement, the prevailing Party shall be entitled to reasonable attorney fees, costs, and expenses incurred.
GOVERNING LAW. This Agreement shall be governed by, construed, and enforced under the laws of the State of [Governing law].
MISCELLANEOUS. If the subject or context does not suggest otherwise, words importing the singular only shall also include the plural and vice versa, words importing the masculine gender shall include the feminine gender and vice versa, and all references to currency shall mean the United States Dollars.
The division of this Agreement into any articles, sections, subsections, paragraphs, and subparagraphs and the insertion of titles are for convenience of reference only and do not affect the meaning or the interpretation of this Agreement.
This Agreement shall inure to the benefit of and be binding upon the Parties and their respective heirs, executors, legal representatives, successors, and permitted assigns.
THE ASSIGNOR
Full name: [Assignor’s name]
Address: [Address], [City], [State] [ZIP Code], USA
THE ASSIGNEE
Full name: [Assignee’s name]
Address: [Address], [City], [State] [ZIP Code], USA
Party 1
________________
Signature
Date: ________________
Party 2
________________
Signature
Date: ________________
What Is a Assignment Agreement - Invention?
An Assignment Agreement - Invention in the United States records the assignment of rights, obligations or property from one party to another.
The legal framework for patent assignments is found in 35 U.S.C. Section 261, which provides that patents and patent applications are assignable by an instrument in writing. The assignment must be recorded with the United States Patent and Trademark Office (USPTO) to provide constructive notice to third parties. Under 37 C.F.R. Section 3.1, an assignment is the transfer of the entire right, title, and interest in a patent or patent application, distinguishable from a license which merely grants permission to practice the invention.
The enforceability of invention assignment agreements in the employment context is subject to important state law limitations. Several states, including California (Labor Code Section 2870), Delaware (19 Del. C. Section 805), Illinois (765 ILCS 1060/2), Minnesota (Minn. Stat. Section 181.78), and Washington (RCW 49.44.140), have enacted statutes that restrict employers from requiring assignment of inventions that employees develop entirely on their own time without using the employer's equipment, supplies, or trade secret information, and that do not relate to the employer's business or anticipated research.
When Do You Need a Assignment Agreement - Invention?
An employer hires an engineer, scientist, or product developer and needs to confirm that inventions created within the scope of employment are owned by the company rather than the individual inventor. A company engages an independent contractor or consultant to develop a new product, process, or technology and must secure assignment of any resulting inventions.
A startup founder is assigning pre-incorporation inventions to the newly formed company as part of the initial capitalization, often in exchange for founder's equity. Two or more co-inventors need to assign their respective interests in a joint invention to a single entity for unified patent prosecution and commercialization.
A university researcher is transferring invention rights to the university's technology transfer office in accordance with the institution's intellectual property policy and the Bayh-Dole Act (35 U.S.C. Sections 200-212) requirements for federally funded research. A company is acquiring specific patented technology or pending patent applications from another company as part of a technology acquisition deal.
An inventor is assigning their patent rights to a family member, trust, or holding company for estate planning or asset protection purposes.
What to Include in Your Assignment Agreement - Invention
The invention description must be specific and complete, identifying the invention by title, a detailed technical description, any associated patent application serial numbers, filing dates, and patent numbers if already issued. The description should be sufficient to identify exactly what is being assigned without ambiguity.
The assignment clause must contain clear, present-tense transfer language ("hereby assigns" rather than "agrees to assign") to effectuate an immediate transfer of rights. The scope should cover the invention itself, all patent applications (domestic and foreign), all patents that may issue, all divisions, continuations, continuations-in-part, reissues, and extensions, and all rights to claim priority under the Paris Convention.
Consideration must be specified. In the employment context, this may be the employment itself, salary, or a separate payment. For standalone transactions, the monetary consideration or other value exchanged must be stated. Adequate consideration is necessary for the agreement to be enforceable as a contract.
The assignor's cooperation clause should obligate the inventor to execute all documents, provide all testimony, and take all actions reasonably necessary to perfect the assignee's rights, including signing patent applications, declarations, and assignments for foreign filings. This obligation should expressly survive termination of any employment or consulting relationship.
Representations and warranties should include the assignor's confirmation that they are the sole inventor (or identifying all co-inventors), that the invention has not been previously assigned or encumbered, that no third party has rights in the invention, and that the assignment does not violate any prior agreement. Compliance with applicable state invention assignment statutes must be addressed, with appropriate exclusion language for protected personal inventions.
The agreement should include provisions for recording with the USPTO under 35 U.S.C. Section 261 and power of attorney for the assignee to execute documents on the assignor's behalf if the assignor becomes unavailable.
Sources & Citations
Statutory citations link to official government sources.
- RCW 49.44.140WA (US) official
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Assignment Agreement - Invention (United States) [Legal document template]. Forms Legal. https://forms-legal.com/usa/business/intellectual-property/assignment-agreement-invention
"Assignment Agreement - Invention (United States)." Forms Legal, 2026, https://forms-legal.com/usa/business/intellectual-property/assignment-agreement-invention.
@misc{formslegal-assignment-agreement-invention,
author = {{Forms Legal}},
title = {Assignment Agreement - Invention (United States)},
year = {2026},
howpublished = {\url{https://forms-legal.com/usa/business/intellectual-property/assignment-agreement-invention}},
note = {Free legal document template. Based on Uniform Commercial Code (UCC)}
}Also available for these jurisdictions:
Frequently Asked Questions
An invention assignment agreement transfers ownership of inventions and related intellectual property from the inventor to another party, most often from an employee to their employer. The agreement provides that inventions the employee creates within the scope of employment, using company resources, or relating to the company's business belong to the employer, who can then patent and commercialize them. Without such an agreement, ownership of an invention generally rests with the inventor, though employers may have limited shop rights to use inventions created on company time. The agreement should define what inventions are covered, require the employee to disclose and assign them, and obligate the employee to cooperate in obtaining patents. Many states, including California under Labor Code Section 2870, limit assignment of inventions the employee develops entirely on their own time without company resources. Because ownership of valuable inventions depends on this agreement, employers commonly require it at the start of employment.
An employer's ability to own inventions an employee creates on personal time is limited by state law, even when an invention assignment agreement is broadly worded. Several states restrict these agreements: California Labor Code Section 2870, and similar statutes in states such as Washington, Illinois, and Minnesota, provide that an assignment provision does not apply to an invention the employee develops entirely on their own time, without using the employer's equipment, supplies, facilities, or trade secrets, unless the invention relates to the employer's business or results from the employee's work for the employer. These laws protect employees' off-hours creativity while preserving the employer's rights to work-related inventions. An overly broad assignment that ignores these limits may be unenforceable to that extent. Because the rules vary by state, the agreement should include the statutory carve-out where required, and employees should understand which of their personal projects fall outside the assignment.
An invention assignment agreement requires the employee to disclose inventions they create during employment and to assign ownership of covered inventions to the employer, along with cooperating in protecting those rights. The employee typically agrees to promptly disclose all inventions, to assign present and future rights in inventions within the scope of the agreement, and to execute documents needed to obtain and enforce patents, including after employment ends. Many agreements also require the employee to list prior inventions they own so those are excluded, and to keep records of their work. Some include a power of attorney allowing the employer to sign patent documents if the employee is unavailable. The agreement should respect state-law limits, such as California Labor Code Section 2870, that exclude certain off-time inventions. Because patent prosecution can require the inventor's signature, the ongoing cooperation obligation is important for the employer to secure and defend the assigned inventions.
An invention assignment agreement is generally enforceable when it is supported by consideration and does not exceed the limits set by state law. For a new hire, the offer of employment usually supplies adequate consideration; for an existing employee, some states require additional consideration, such as a raise or bonus, to make a new assignment agreement enforceable. The agreement must also respect statutory carve-outs like California Labor Code Section 2870, which void any provision that purports to assign inventions the employee developed entirely on their own time without company resources and unrelated to the employer's business. Courts may refuse to enforce overbroad provisions or may narrow them to lawful scope. Clear definitions of covered inventions, prompt disclosure obligations, and a cooperation clause improve enforceability. Because enforceability turns on state-specific rules and proper drafting, employers should tailor the agreement to the governing state and provide the required consideration.
Without an invention assignment agreement, ownership of an invention generally belongs to the inventor, even when the inventor is an employee, because patent rights initially vest in the person who conceives the invention. An employer may still have limited rights in some cases: under the shop right doctrine, an employer that contributed resources, time, or materials to an invention created by an employee may use that invention without paying royalties, but it does not own the patent. An employee hired specifically to invent or to solve a particular problem may be deemed to have an implied obligation to assign inventions made in that work, though this is narrower and less certain than a written agreement. Because relying on shop rights or implied obligations leaves ownership uncertain and limits the employer to non-exclusive use, companies that depend on employee inventions use written assignment agreements to secure clear ownership and the ability to patent and license.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
Found an error? Let us knowRelated Documents
You may also find these documents useful:
IP Assignment Agreement
Create a professional IP Assignment Agreement with our free online generator. This legally binding document transfers ownership of intellectual property rights, including patents, copyrights, trade secrets, and related assets, from the assignor to the assignee. It defines the scope of IP being transferred, consideration, warranties, indemnification, and obligations for further assurance. Essential for businesses acquiring technology, creative works, or proprietary know-how. Fill out the interactive form with guided fields, preview your document in real time, and download as PDF or Word. Includes electronic signature support under the ESIGN Act and UETA. No registration required. Valid in all 50 US states.
Trademark Assignment Agreement
Create a professional Trademark Assignment Agreement with our free online generator. This legally binding document transfers ownership of a registered or pending trademark from the assignor to the assignee. It includes the trademark description, registration details, scope of rights, goodwill transfer, consideration, and the assignor's obligation to execute further documents for recording with the USPTO. Essential for business acquisitions, mergers, and brand sales. Fill out the interactive form with guided fields, preview your document in real time, and download as PDF or Word. Includes electronic signature support under the ESIGN Act and UETA. No registration required. Valid in all 50 US states.
Assignment Agreement
Create a professional Assignment Agreement with our free online generator. This legally binding document transfers rights, obligations, or interests from one party (the assignor) to another (the assignee). It clearly defines the subject of the assignment, effective date, consideration, representations, warranties, and applicable governing law. Commonly used for contract assignments, debt transfers, and rights assignments in business and legal transactions. Fill out the interactive form with guided fields, preview your document in real time, and download as PDF or Word. Includes electronic signature support under the ESIGN Act and UETA. No registration required. Valid in all 50 US states.
Licensing Agreement
Got a patent, a software product, a brand name, or creative work that someone else wants to use? A Licensing Agreement lets you grant permission without giving up ownership. You set the scope, territory, duration, royalties, and restrictions — keeping control while earning from your intellectual property. Our template covers exclusive vs. non-exclusive rights, sublicensing, quality control, termination triggers, and audit rights. Enter the licensing terms, see a live preview, and download as PDF or Word — free, no sign-up needed.