What is Invention Assignment Agreement Drafting?
An invention assignment agreement is a legal contract between a founder, employee, or contractor and a company. It serves to clarify the transfer of intellectual property (IP) ownership.
To protect your interests, an invention assignment agreement must be clear and specific, as well as legally sound.
In the rest of this article, we’ll explore key terms to include in an invention assignment agreement, how to draft it accurately, and how a qualified lawyer can help you with the drafting process.
What are Key Terms to Include in an Invention Assignment Agreement?
An investment assignment agreement should contain the following key terms:
- Confidential information. Outline what counts as information to protect, such as business plans and trade secrets.
- Assignment clause. Use present-tense wording to transfer all right, title, and interest.
- Disclosure. Make sure the agreement contains a disclosure clause for the employee or contractor to tell the company about any inventions created during the agreement term.
- Holdover. Specify that the assignment or disclosure obligations can be extended after the end of the contract, should this be required.
- Return of materials. Specify how the company property, such as access credentials, must be returned at the end of the contract.
- Breaches and remedies. Explain what constitutes a breach and what remedies apply to deal with them, such as injunctive relief.
What are Tips for Drafting an Invention Assignment Agreement?
When drafting an invention assignment agreement, it’s important to be clear about ownership and ensure all terms are legally sound. Here are some drafting tips to bear in mind.
Define the Inventions
Correctly describe the inventions and designs that are covered by the agreement. Don’t write any ambiguous language that can create confusion or misinterpretation about what, exactly, is being transferred.
Detail the Scope
Make sure that it’s clear if the assignment includes existing or future inventions. If the agreement includes future inventions, you should clearly define them and what connection they have to the parties.
Consider Jointly Developed Inventions
Ownership of inventions isn’t always straightforward, such as if parties have both developed one. In this case, specify in the agreement how ownership is treated to prevent future disputes.
Include an Effective Date
Make sure that your agreement states the effective date on when the assignment is official and what is required to complete the transfer. This can include providing additional documents.
Specify the Consideration
Your agreement must include information about if the assignment is made in exchange for a fee, royalties, or other consideration. The wording needs to be aligned with the specific arrangement and be legally compliant.
Should You Hire a Lawyer for Invention Assignment Agreement Drafting?
It's worth hiring a lawyer to draft your invention assignment agreement because it needs to be detailed and clear to both parties. With their legal skills and experience, a lawyer can help you in various ways during the drafting process, such as by:
- Establishing clear ownership clauses. A lawyer will assess which party owns the inventions and if other parties have any rights to them to prevent future disputes.
- Drafting the assignment clause. They’ll make it clear that the agreement states the transfer of the IP rights.
- Identifying IP. They’ll properly determine the inventions, designs, and other IP covered by the agreement, and include clauses for how they can be protected.
- Ensuring legal compliance. They’ll ensure that all agreement terms are aligned with the relevant laws and legal requirements.
- Checking related agreements. For consistency, a lawyer will refer to other business documents to ensure there are no contradictory terms.
- Clarifying all compensation terms. To prevent payment disputes or misunderstandings, a lawyer will include information about fees, royalties, and other considerations. They’ll outline payment obligations so that parties understand what's required of them.
- Reviewing your invention assignment agreement. If you’ve already drafted your contract, you can hire a qualified lawyer to check that all its terms are clear and legal. They’ll revise any ambiguous language in the document to protect you against future disputes.
Where to Find a Lawyer for an Invention Assignment Agreement
If you need to hire a lawyer because you want help with drafting your invention assignment agreement, the idea of finding a reputable lawyer shouldn’t feel overwhelming. By using an online legal platform, you can gain access to a range of lawyers who are experienced in contract drafting and review.
ContractsCounsel is one of the largest online legal marketplaces that connects you to a curated network of lawyers who have been vetted on the platform.
To hire a lawyer to draft your invention assignment agreement, all you have to do is follow these easy steps:
- Go to the ContractsCounsel marketplace.
- Select ‘One-time project’ and ‘Create or update contract.’ If you’d prefer to hire a lawyer to review your agreement, select ‘Contract review.’
- Post your project. Include some details of your project to help you match with the most suitable lawyers for your contract requirements.
- Wait for bids. You’ll receive lawyer bids from lawyers directly on the platform who are ready to assist you with your project, instead of having to search for a lawyer yourself.
- Review the lawyers’ data. The platform provides lawyer information you can access, such as their location, credentials, field of expertise, years of experience, and client ratings for previous projects completed on the platform. This will help you to select the most suitable lawyer.
- Based on the lawyer information, select a lawyer to hire. They’ll draft or review your invention assignment agreement for a flat fee.
