IP Assignment Agreement for Employee Inventions

Employer name*

Employee name*

Employee designation*

Scope of work under which inventions/creations arise*

Effective date*

Employee's prior inventions or works excluded from the assignment (if any)

Format:

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IP ASSIGNMENT AGREEMENT (EMPLOYEE INVENTIONS) This Agreement is executed on [effective_date] (the "Effective Date") between [employer_name] (hereinafter "the Employer") and [employee_name], working as [designation] (hereinafter "the Employee"). SCOPE OF WORK [scope_of_work] 1. ASSIGNMENT 1.1 The Employee irrevocably assigns to the Employer all right, title, and interest in every invention, design, source code, and other copyrightable or patentable work created within the scope of work described above, including all rights to apply for and hold patents, copyrights, and other IP registrations arising from such work. 1.2 The assignment of copyright is of all the rights comprised in the copyright, for the full term of copyright, throughout the world. The assignment of other intellectual property extends to all countries. The parties agree that the assignment shall not be deemed to lapse if the Employer does not exercise any of the assigned rights within one year from the date of assignment. 1.3 Where a work or invention comes into existence after the date of this Agreement, the assignment takes effect when it comes into existence. 1.4 The assignment does not extend to any invention or work created by the Employee before the Effective Date and listed in the Schedule below. 2. MORAL RIGHTS The Employee waives any moral rights to the extent permissible by law in relation to the assigned work. 3. FURTHER ASSURANCES The Employee shall, at the Employer's cost, execute any further documents reasonably required to perfect the Employer's title to the assigned IP. 4. CONSIDERATION This assignment is made in consideration of the Employee's regular employment and remuneration, and no separate payment is due for the assignment itself. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. EMPLOYER EMPLOYEE [employer_name] [employee_name] WITNESSES 1. Name: ______________________ Signature: ______________ Address: ______________ 2. Name: ______________________ Signature: ______________ Address: ______________ SCHEDULE: EXCLUDED PRIOR INVENTIONS Inventions and works created by the Employee before the Effective Date, which remain the property of the Employee: [excluded_inventions] (If nothing is listed above, the Employee has listed no prior inventions or works for exclusion.)

IP Assignment Agreement for Employee Inventions: what it is

An IP assignment agreement for employee inventions is a signed document in which an employee transfers to the employer all rights in inventions, designs, source code and other creative work made within a defined scope of work. It puts the company's ownership in writing, so the company can apply for patents and copyright registrations and license or sell the work without later questions about title.

When you need this document

A startup is hiring engineers, designers or researchers whose work will become the company's core product or patent filings.
An investor or acquirer asks, during due diligence, for written proof that the company owns its staff's code and inventions.
The company wants to file a patent application as assignee for an invention made by an employee.

What it covers

A written scope of work that marks the boundary of what is assigned: only work created within this scope passes to the employer.
An irrevocable assignment of all right, title and interest in inventions, designs, source code and other patentable or copyrightable work, including the right to apply for and hold registrations.
A statement that the copyright assignment covers all rights for the full term of copyright worldwide and does not lapse for non-use within one year, with future works passing when they come into existence.
A waiver of moral rights limited to the extent the law allows, a further assurances clause at the employer's cost, and salary as the consideration.
Two witness lines and a Schedule listing the employee's prior inventions or works that stay outside the assignment.

How to fill, sign and use it

Write the scope of work carefully, describing the employee's actual role, projects and technical field rather than using a one-line job title.
Fill in the employer's registered name, the employee's name, designation and effective date, and check the preview against the appointment letter.
Print on stamp paper or e-stamp of the value applicable in your state, as stamp duty on agreements varies by state.
Have an authorised signatory of the employer and the employee sign every page, preferably in front of one or two witnesses.
Give the employee a signed copy and keep the original with the personnel file and the company's IP register.

Documents to attach or keep with it

Appointment letter or employment contract of the employee
Board resolution or authority letter for the person signing for the employer
List or description of the employee's prior inventions that are excluded from the assignment

The law behind it

Under the Copyright Act, 1957, the employer is generally the first owner of a work made by an employee in the course of employment under a contract of service, unless the parties agree otherwise. Section 19 of that Act requires an assignment of copyright to be in writing and signed. The Patents Act, 1970 has no automatic rule giving employee inventions to the employer, so a written assignment matters, and sections 68 and 69 require a patent assignment to be in writing and registered with the Controller. Moral rights under the Copyright Act may not be fully waivable, which is why the waiver is limited.

Common mistakes to avoid

Describing the scope of work too vaguely, which invites a dispute over whether a particular invention or side project falls inside it.
Trying to claim inventions made after the employee leaves or unrelated to the job, which courts may treat as an unenforceable restraint under the Indian Contract Act.
Leaving out the duration and territory of the copyright assignment: under section 19, an assignment silent on these is deemed to be for five years and limited to India.

IP Assignment Agreement for Employee Inventions: frequently asked questions

Does the company own an employee's invention even without an assignment agreement?

For copyright works made in the course of employment, the Copyright Act generally makes the employer the first owner. For patentable inventions there is no equally clear statutory rule, and the outcome depends on the employment terms and the facts. A signed assignment removes that uncertainty.

Is a separate payment needed for the employee to assign inventions?

This document treats regular salary and continued employment as the consideration, which is common practice. Some companies also pay an invention bonus as a matter of policy. If you plan to do that, record it in a separate policy or letter so the assignment itself stays unconditional.

Does an employee IP assignment agreement need to be notarised or registered?

No registration is needed for the agreement itself. Notarisation is optional. What matters more is proper stamping under your state's stamp law and signatures by both sides. When a patent is later assigned, that specific assignment has to be registered with the Patent Office.

Can an employee keep inventions made before joining the company?

Yes. This agreement covers only work created within the stated scope of work, and anything listed in the Schedule of excluded prior inventions stays with the employee. List earlier inventions or code there before signing, so there is no later argument that they were absorbed into the company's work.

Last updated 11 October 2026.

General information on Indian law, not legal advice for your situation. Stamp duty, registration and fees differ by state, so check with the local office or an advocate before you rely on it.

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