IP Assignment Agreement for Developers: The Legal Guide Every Startup Needs

A startup with ten engineers, a Series A term sheet on the table, and one problem nobody spotted until the investor's lawyer asked: "Who actually owns the code?"

It's a question that kills deals. And it's almost always avoidable with a single document signed before the first commit — an IP assignment agreement.

This guide covers everything: what the agreement is, the clauses that matter, why US work-for-hire doctrine isn't a substitute, what California's Labor Code §2870 changes for West Coast startups, how cross-border hiring complicates ownership, and what acquirers scrutinize during M&A due diligence. There's also a free template at the end.

One note before we start: nothing here is legal advice. Specific IP situations — especially cross-border or M&A contexts — warrant a qualified attorney. This is a practical reference to help you ask better questions and spot problems before they become expensive.

If you're also thinking about the broader range of documents an IT company needs to get right, the difference between a contract and an agreement is a useful starting point before you dive into the specifics below.

An IP assignment agreement is a legal contract that transfers ownership of intellectual property — source code, patents, trade secrets, copyrights, trademarks, or any combination — from the creator to another party, typically a company.

The key word is "transfer." Unlike a license, which grants permission to use IP while the creator retains ownership, an assignment moves title entirely. The original creator no longer owns what they made; the assignee does.

In the software world, this matters most in three situations:

• When an employee writes code on company time (or company equipment)
• When a contractor or freelancer builds something under a service agreement
• When a founder contributes pre-existing or early-stage work to a new company

Without a signed IP assignment agreement in each of these cases, ownership defaults to the creator — not the company paying for the work. That's the gap most startups don't realize exists until it causes a problem.

You'll see several acronyms used interchangeably: IPAA (IP Assignment Agreement), PIIA (Proprietary Information and Inventions Agreement), CIIA (Confidential Information and Inventions Agreement), PIIAA, and CIIAA. They're functionally similar — assignment plus confidentiality wrapped together. The specific name matters less than what the document actually says.

People often confuse IP assignment with IP licensing. They're not the same, and mixing them up creates real legal exposure.

Here's the practical difference: when you assign IP, you sell the property. When you license it, you rent it. Assignment is permanent and transfers all rights. A license is typically limited by scope, geography, duration, or purpose.

For a software startup, the question "do we have an assignment or a license?" usually comes up during fundraising or acquisition when a buyer's counsel reviews contracts. A license that looked fine at signing becomes a major problem when it's the only document tying a critical engineer to your codebase.

When you do need a license instead of an assignment — say, when you're using a third-party library or integrating an API — make sure the license scope actually covers what you're doing with it. "Non-commercial use only" licenses embedded in production software are a surprisingly common red flag.

Not all IP assignment agreements are the same. The context — employee, contractor, founder, or M&A — changes the stakes, the typical clauses, and the risks if you get it wrong.

The contractor case deserves extra attention. Many companies assume that paying a freelancer for work automatically means they own the output. That's not how copyright law works in the US or most other jurisdictions. An independent contractor owns what they create by default unless there's a written assignment. Even the "work made for hire" doctrine — which we'll cover in detail — has specific and narrow requirements that most contractor relationships don't meet.

Founder IP is the other high-risk category. If your CTO spent six months writing code before incorporation and never formally assigned it to the company, the company doesn't own that code. The CTO does. If they leave under bad terms — or just don't prioritize the paperwork — you've got a title problem. See the section on contractor NDAs for software companies for related considerations around confidentiality when working with external developers.

A well-drafted IP assignment agreement isn't long — but every clause does specific work. Here's what belongs in a solid agreement and why each element matters.

Scope of IP assigned

This defines exactly what's being transferred: "all inventions, discoveries, works of authorship, trade secrets, and improvements" that the assignor creates within the scope of their relationship with the company. The scope needs to be broad enough to cover future work, not just what existed at signing.

Be specific about categories: patents, patent applications, copyrights, trade secrets, trademarks, know-how, and moral rights. Leaving out any category creates gaps.

Consideration

For an assignment to be legally enforceable, the assignee must provide something in return — consideration. For employees, continued employment and salary usually suffice. For contractors, the payment for services works. For founders assigning pre-incorporation IP, the company's equity grant is typically the consideration.

Always spell it out explicitly. "In consideration of continued employment and the compensation paid" costs nothing to write and prevents challenges later.

Representations and warranties

The assignor should represent that they actually own the IP being assigned (no prior assignments to someone else), it doesn't infringe third-party rights, no liens or encumbrances exist, and they haven't used any third-party materials that would taint the IP.

These reps are what acquirers check during due diligence. Clean reps give buyers confidence; missing or qualified reps trigger red flags.

Moral rights waiver

In most civil law countries and many EU jurisdictions, creators have "moral rights" — the right to attribution and the right to object to modifications — that survive even a full assignment. These rights can't always be assigned, but they can often be waived.

If you're working with developers in France, Germany, or elsewhere in the EU, a moral rights waiver clause is not optional. US developers don't have the same statutory moral rights, but it's good practice to include a waiver globally anyway.

Background IP and prior art carve-out

This is the clause that protects employees and contractors from inadvertently signing away IP they created before joining the company. It typically lists "pre-existing IP" or "prior inventions" and excludes them from the assignment scope.

For the company, you want this carve-out to be narrow and well-defined — ideally with a schedule attached listing the specific prior work. An overly broad carve-out can create ambiguity about what the company actually owns.

Work-for-hire overlap

Even if a particular work qualifies as work-for-hire under US copyright law, it's worth including an explicit assignment as a belt-and-suspenders measure. The clause should read something like: "To the extent any Work may not constitute work made for hire, Assignor hereby assigns all right, title, and interest in such Work to Company."

This removes any dispute about whether the work-for-hire doctrine applies.

Recordation obligations

For patents, the agreement should specify who's responsible for recording the assignment with the USPTO. For copyrights, it should address Copyright Office registration if applicable. Unrecorded assignments can create priority problems if the same IP is later assigned to a third party.

Governing law

Specify the jurisdiction. This becomes critical for cross-border agreements where the assignor is in a different country with different IP law. Choosing US law (typically Delaware or California) is common for US-based startups, but whether that choice is enforceable against a foreign contractor depends on the specifics.

Termination and survival

The assignment itself should be irrevocable — you don't want IP ownership reverting if the employment relationship ends. Confidentiality and non-disparagement provisions typically survive termination. Spell this out explicitly.

For a broader framework on how these documents fit together in an IT company's contract stack, take a look at the software development agreement template — it covers how IP clauses integrate with statements of work and service terms.

Under US copyright law (17 U.S.C. §101), a "work made for hire" belongs to the employer or commissioning party from inception — no assignment needed. Sounds convenient. The problem is that the doctrine is narrower than most people assume.

When work-for-hire actually applies

Work-for-hire covers two categories:

Category 1 — Employee work: Works created by an employee within the scope of their employment. The key phrase is "within the scope." Code written on company time, using company resources, for company purposes = work for hire. Code written at 2am on a personal laptop for a side project = probably not, even if the employee is full-time.

Category 2 — Commissioned works: Works specially ordered or commissioned that fall into one of nine specific statutory categories: contributions to collective works, parts of a motion picture, translations, supplementary works, compilations, instructional texts, tests, answer material for tests, and atlases.

Here's what's not on that list: custom software. A mobile app, a SaaS product, a payment integration — none of these fall into the nine categories. So a commissioned work that doesn't fit a statutory category cannot be work-for-hire, regardless of what the contract says.

Why contractors don't fit

For independent contractors, work-for-hire only applies if (a) the work falls into one of the nine categories AND (b) there's a written agreement expressly designating it as work-for-hire. Custom software meets neither condition for contractors. The result: a contractor who builds your product owns that product unless there's an explicit written assignment.

Real-world consequences are serious. In the case *Cadence Design Systems v. Avanti!*, Avanti's engineers had taken code from their former employer (Cadence), allegedly including IP that hadn't been properly assigned. The resulting litigation ran for years and cost Avanti hundreds of millions. While that case involved trade secret theft rather than pure IP assignment failure, it illustrates what happens when IP ownership is unclear from the start.

A parallel lesson came from *Waymo v. Uber* (2018), where Uber acquired a company (Otto) founded by a former Google engineer who allegedly took proprietary files related to self-driving LIDAR technology. Waymo argued the underlying IP had never been validly assigned away from Google. The case settled for approximately $245 million in Uber equity. The lesson for acquirers: a chain-of-title problem at any point in a company's history can become your problem the day you close.

The belt-and-suspenders approach

Because work-for-hire has real limits, best practice is to include both: a statement that the work constitutes work-for-hire to the extent applicable, plus an explicit assignment clause covering everything that doesn't qualify. This closes the gap completely and removes any room for argument.

US copyright and patent concepts don't travel well. When you hire developers in Ukraine, India, Poland, or anywhere outside the US, you're dealing with different default rules — and US work-for-hire doctrine simply doesn't apply.

The US position

Under US law, work made for hire covers employees (not contractors), and an explicit written assignment covers everyone else. The standard PIIA used by US startups works fine for US-based team members.

The EU position

EU member states have their own copyright regimes, but several common threads exist. First, moral rights. Under the Berne Convention (which most countries follow), authors have inalienable moral rights — including attribution and integrity rights — that survive even a full economic rights transfer. In France, Germany, and the Netherlands, these rights cannot be waived by contract in many circumstances. The practical solution is a broad "to the extent permitted by applicable law" waiver combined with a covenant not to exercise moral rights.

Second, some EU jurisdictions recognize automatic assignment of employment-created IP to employers — but with important exceptions and limitations that vary by country. Germany, for instance, distinguishes between software created within vs. outside employment duties. The Netherlands has a partial automatic assignment rule for employed developers.

Third, the EU Software Directive (Directive 2009/24/EC) harmonizes some rules for computer programs, but doesn't eliminate national variations.

The offshore contractor problem

This is where most US startups get into trouble. A developer in Kyiv or Bangalore is an independent contractor. US work-for-hire doesn't apply. Their local law may not have equivalent concepts. If the contract governing the engagement doesn't include an explicit written assignment — and doesn't specify which law governs — you likely have a title problem.

The fix isn't complicated: any contract with an offshore contractor should include:

1. 1.
   An explicit assignment clause transferring all IP to the company
2. 2.
   A moral rights waiver "to the extent permitted by applicable law"
3. 3.
   A governing law clause (typically Delaware or New York for US companies)
4. 4.
   A representation that the contractor owns what they're assigning

For teams using contract management software for IT companies hiring offshore developers, this kind of cross-border IP clause should be a standard template element — not something drafted from scratch each time.

Practical implication for your contracts

If you're a US startup with developers in any country other than the US, go back and audit your existing contracts. Look specifically for an IP assignment clause — not just a work-for-hire designation. If it's missing, get a retroactive assignment signed immediately. Courts have generally enforced retroactive assignments, but it's far better than nothing.

Also worth noting: some countries require IP assignments to be registered locally to be enforceable against third parties, even if they're valid between the parties. Ukraine and India both have registration regimes worth checking if your team is based there.

California has one of the most employee-friendly IP laws in the United States. If any of your employees work in California — even just one — you need to understand California Labor Code §2870 before you hand them a standard PIIA.

What §2870 actually says

California Labor Code §2870(a) reads:

> "Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer."

In plain English: you can't require a California employee to assign IP they developed entirely on their own time, using only their own resources, for work unrelated to the company's current or anticipated business.

Why this matters for startups

The moment you add an overly broad assignment clause — "you assign everything you create during your employment, period" — to a California employee's PIIA, that clause may be void and unenforceable under §2870. Worse, California Labor Code §2872 requires employers to notify employees of §2870's protections and include a specific notice in any agreement that requires assignment.

A standard Silicon Valley PIIA will include §2870 carve-out language. A generic template downloaded from the internet may not. The difference is whether the agreement survives a challenge from a California-based engineer who claims their side project wasn't subject to assignment.

Similar laws in other states

California isn't alone. Delaware, Illinois, Minnesota, North Carolina, and Washington all have similar — if less aggressive — statutes limiting employer IP assignment rights. Illinois (765 ILCS 1060) and Minnesota (Minn. Stat. §181.78) have near-identical provisions to §2870.

If you have employees in any of these states, your IP assignment agreement needs state-specific carve-out language. A Delaware-incorporated company with a California engineering team needs California-compliant agreements, regardless of the governing law clause.

Practical compliance steps

For any California employee:

1. 1.
   Include the §2870 carve-out in the assignment clause
2. 2.
   Attach Exhibit B (or equivalent) summarizing the California statute
3. 3.
   Give the employee adequate time to review before signing — don't present it on day one with thirty other onboarding documents and expect immediate signature
4. 4.
   Have counsel review the agreement if you're unsure whether your existing language complies

Ignoring §2870 doesn't just invalidate the assignment clause — California courts have found that it can taint the entire PIIA if the violation is egregious enough.

IP chain of title is one of the first things a serious acquirer reviews. If you're building toward an exit — or planning a fundraise where investors will conduct legal due diligence — incomplete IP assignment is the single most common deal-stopper in tech acquisitions.

What acquirers actually look for

Buyer's counsel will request every IP assignment agreement ever signed by every person who contributed to the product. They'll check that:

• Every employee had a signed PIIA covering their employment period
• Every contractor had a signed IP assignment (not just a work-for-hire clause)
• Every founder formally assigned pre-incorporation IP to the company
• Any acquired companies in your history had clean IP assignments from their own people
• Patents are recorded at the USPTO in the company's name
• No third-party open source licenses taint proprietary code

The M&A IP due diligence checklist

Use this checklist when preparing for investor or acquirer review:

Employees (current and former):

• [ ] Signed PIIA covering all employment dates
• [ ] §2870 compliant if California-based
• [ ] Separation agreements confirm IP provisions survived termination
• [ ] No unresolved IP dispute claims

Contractors and freelancers:

• [ ] Written IP assignment clause in all contracts (not just work-for-hire)
• [ ] Offshore contractors covered by explicit assignment + governing law clause
• [ ] Statement of work references IP assignment agreement
• [ ] Payment records match engagement dates (show the work was actually done)

Founders:

• [ ] IP assignment executed before or at incorporation
• [ ] All pre-incorporation work covered
• [ ] No side agreements diluting the assignment
• [ ] Vesting schedule for founder equity (so a departure doesn't give a founder leverage)

Third-party IP:

• [ ] Open source license inventory — no copyleft (GPL) licenses in proprietary code
• [ ] All licensed IP has appropriate scope (commercial use, sublicensing allowed)
• [ ] No code from previous employers incorporated without a clean assignment

Patent and copyright registration:

• [ ] All patents and patent applications recorded at USPTO in company name
• [ ] Copyright registrations for key works (optional but strengthens position)
• [ ] Domain name and trademark registrations confirmed

The valuation impact

IP chain-of-title gaps don't just add legal cost — they reduce valuation. A $50M acquisition with an IP problem may be repriced or restructured to hold back a portion in escrow until the issue is resolved. In the worst case, the deal dies entirely.

For IT companies preparing for due diligence, using a document management system for IT companies that stores all signed agreements with timestamp and cryptographic verification makes this process dramatically faster. Buyers appreciate being able to access an organized, verifiable document repository rather than digging through email attachments.

Real-world case: the orphaned contractor

Here's a pattern that comes up regularly in M&A: a startup raised a seed round in 2021, outsourced MVP development to an offshore agency that winter, and went on to build a product worth acquiring in 2025. But nobody ever went back to get a signed IP assignment from the agency. The agency's standard contract was a "work for hire" clause that doesn't apply to international contractors. The acquirer's counsel flags it; the agency is now defunct; the original developers have scattered. Months of legal work follows.

This story is preventable. Assign IP properly at the time of the engagement — it takes one additional page in the contract.

Signing an IP assignment agreement creates a valid contract between the parties. Recording that assignment with the relevant government authority protects you against third-party claims.

USPTO assignment recordation (patents)

For patents and patent applications, US law (35 U.S.C. §261) requires recording assignments with the USPTO's Assignment Division to protect against later-recorded assignments from the same inventor. If a rogue inventor assigns the same patent to two different parties, the party who recorded first generally wins — regardless of which assignment was signed first.

Recordation isn't mandatory, but it's essentially required in practice. M&A due diligence and patent licensing both require confirmation of recorded ownership. The cost is a few hundred dollars per assignment, and the process is straightforward.

US Copyright Office registration

For software, copyright vests automatically with the creator (or assignee) at the moment of creation. Registration isn't required for validity. But registering a copyright with the US Copyright Office before infringement (or within three months of publication) unlocks statutory damages — which can reach $150,000 per work for willful infringement — without having to prove actual damages.

For core product code, copyright registration is cheap insurance. The Copyright Office also records transfers of ownership, which creates a public record.

Trade secret protection

There's no registration for trade secrets — protection comes from maintaining secrecy. But IP assignment agreements covering trade secrets should still identify them specifically (or as a class) so the scope of the assignment is clear. The Defend Trade Secrets Act (DTSA) provides federal protection for trade secrets in the US, but only if reasonable steps to maintain secrecy were taken.

International recordation

For companies with IP in multiple countries, each jurisdiction has its own recordation requirements. The WIPO coordinates international IP frameworks but doesn't operate a single global registry. For major markets (EU, UK, Canada, Australia), check local IP office requirements when recording assignments for registered patents or trademarks.

After reviewing hundreds of startup IP situations, the same patterns come up repeatedly. Here are the mistakes that cost companies the most.

Mistake 1: No agreement with the first contractor

Many startups hire their first developer through a personal connection or a quick referral. Everything feels informal. There's no standard contract, no IP assignment, just a handshake and a Venmo payment. By the time the company is worth something, that developer is long gone — and the ownership of the original codebase is genuinely unclear.

Fix: treat every paid development engagement like a legal contract, regardless of how informal the relationship feels. A single page with an IP assignment clause costs nothing.

Mistake 2: Relying on employment alone

Some founders assume that because someone is a full-time employee, the company automatically owns their work. In many jurisdictions, that's partially true for work done within the scope of employment — but it's not total. Employees who moonlight, who write code at home on personal equipment, or who contribute to open source projects can create ambiguity.

Fix: every employee with a technical role should sign a PIIA at onboarding. Don't rely on the work-for-hire default.

Mistake 3: Work-for-hire without an assignment backup

As discussed, work-for-hire has narrow statutory limits. Using "work made for hire" language in a contractor agreement without a backup assignment clause leaves a gap that a departing contractor could exploit.

Fix: include both. The belt-and-suspenders clause takes two lines.

Mistake 4: Broad carve-outs with no schedule

Allowing an employee to carve out prior IP without requiring them to list it creates open-ended ambiguity. Six months after they leave, they can claim virtually anything as "prior IP" if there's no contemporaneous record.

Fix: require a prior inventions schedule attached at signing. Even if it's blank, having a blank schedule on file is better than an unlimited verbal carve-out.

Mistake 5: Not updating agreements after role changes

A developer hired as a junior engineer five years ago signed a narrowly scoped PIIA. They're now a CTO with access to everything and responsibility for all of the IP strategy. Their old agreement may not cover the scope of their current role.

Fix: review IP agreements when employees change roles significantly. An updated PIIA doesn't replace the old one — it supplements it.

Red flags in agreements you receive

If you're a developer or contractor reviewing an IP assignment agreement someone handed you, watch for these:

• No prior art carve-out: you could be assigning work you did years before this employer
• No consideration specified: unenforceable in some jurisdictions
• Scope covers work done entirely outside company time on personal devices: California §2870 may void this
• No governing law clause: ambiguity about which jurisdiction's rules apply
• Moral rights not addressed: if you're in an EU country, this matters

Getting IP assignment agreements signed shouldn't require printing, scanning, or chasing people for wet signatures. But the signing process matters legally — particularly for agreements that may need to withstand scrutiny during M&A or litigation.

Legal validity of electronic signatures

In the US, the ESIGN Act (Electronic Signatures in Global and National Commerce Act) and UETA (Uniform Electronic Transactions Act) establish that electronic signatures are legally equivalent to handwritten ones for most commercial contracts, including IP assignment agreements.

In the EU, eIDAS Regulation covers electronic signatures. For high-stakes IP assignments, a qualified electronic signature (QES) provides the highest legal weight and is equivalent to a handwritten signature across EU member states.

What to look for in a signing workflow

For IP assignment agreements specifically, you want:

• An audit trail showing who signed, when, and from which IP address
• Identity verification (email confirmation at minimum; ID verification for high-value agreements)
• Tamper-evident sealing so no one can dispute whether the signed document matches what was sent
• Long-term storage so you can produce the signed original years later during due diligence

Blockchain-verified signing adds another layer: each signed document gets a cryptographic hash recorded on an immutable ledger. This means you can prove not just that someone signed, but that the document hasn't changed since signing. For IP assignments, that's exactly the kind of evidence that holds up when ownership is disputed.

For document management for IT companies managing IP assignments across a distributed team — employees in different states, contractors in multiple countries — a workflow that tracks signature status, stores documents with cryptographic verification, and organizes by contract type is worth the investment well before you're in a due diligence situation. Read more about the legal strength of blockchain e-signatures if you want the technical and legal details.

Sending for signature

A few practical tips for IP assignment signing:

• Send with a cover message explaining what the document is and why it matters — a confused signatory won't sign
• Give a realistic deadline, but don't rush: an agreement signed under pressure may face undue influence challenges
• For remote international contractors, confirm the governing law and that they've had adequate opportunity to review
• Store signed copies in a place your legal team and future due diligence reviewers can access easily

Chaindoc handles this workflow end-to-end: you can draft from a template, send to multiple signatories, collect blockchain-verified signatures, and organize agreements by contract type in one place. See pricing for team plans.

Below is a functional IP assignment agreement template suitable for most US-based employer-employee or employer-contractor situations. Adapt the bracketed fields for your context. For California employees, ensure the §2870 carve-out language is included (it's marked below). For offshore contractors, add governing law and a moral rights waiver.

This is a starting point, not legal advice. Have a qualified attorney review any agreement before use for your specific situation.

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INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

This Intellectual Property Assignment Agreement ("Agreement") is entered into as of [DATE] by and between [COMPANY NAME], a [STATE] [entity type] ("Company"), and [INDIVIDUAL NAME] ("Assignor").

1. ASSIGNMENT OF IP

Assignor hereby irrevocably assigns, transfers, and conveys to Company all right, title, and interest in and to all Inventions (as defined below) that Assignor has conceived, developed, or reduced to practice, solely or jointly with others, during the period of Assignor's relationship with Company that: (a) relate to Company's current or reasonably anticipated business, research, or development; (b) result from work performed by Assignor for Company; or (c) are developed using Company's equipment, supplies, facilities, or Confidential Information.

For purposes of this Agreement, "Inventions" means all inventions, discoveries, developments, improvements, works of authorship, trade secrets, know-how, concepts, and ideas, whether or not patentable or registrable under copyright or similar laws.

2. WORK MADE FOR HIRE; BELT-AND-SUSPENDERS CLAUSE

Assignor acknowledges that all Inventions within the scope of this Agreement are works made for hire to the fullest extent permitted by applicable law. To the extent any Invention does not constitute a work made for hire, Assignor hereby assigns to Company all right, title, and interest in such Invention, including all intellectual property rights therein.

3. PRIOR INVENTIONS CARVE-OUT

This Agreement does not apply to any Invention that Assignor can demonstrate was developed entirely on Assignor's own time without using Company's equipment, supplies, facilities, or trade secret information, except for Inventions that relate to Company's current or anticipated business or result from work performed for Company. [*California employees: see Exhibit A — California Labor Code §2870 Notice.*]

Assignor represents that the Inventions, if any, described in Exhibit B ("Prior Inventions Schedule") attached hereto are Assignor's sole and exclusive property and are not subject to this Agreement.

4. MORAL RIGHTS WAIVER

To the extent permitted by applicable law, Assignor hereby irrevocably waives any and all moral rights, including rights of attribution and integrity, in the Inventions assigned hereunder and covenants not to assert any such rights against Company or its successors, licensees, or assigns.

5. REPRESENTATIONS AND WARRANTIES

Assignor represents and warrants that: (a) Assignor has full power and authority to make this assignment; (b) the Inventions assigned hereunder do not infringe any third-party intellectual property rights; (c) there are no liens, claims, or encumbrances on the Inventions; and (d) Assignor has not previously assigned or agreed to assign any rights in the Inventions to any third party.

6. CONSIDERATION

In consideration of [continued employment and compensation paid / the fees paid under the services agreement dated [DATE] / the equity grant described in [EQUITY AGREEMENT]], the receipt and sufficiency of which are acknowledged, Assignor agrees to the terms of this Agreement.

7. FURTHER ASSURANCES

Assignor shall, at Company's request and expense, execute such additional documents, provide such information, and take such other actions as may be reasonably necessary to perfect, record, or enforce Company's rights in the assigned Inventions, including executing patent applications, copyright registrations, or USPTO recordation documents.

8. GOVERNING LAW

This Agreement shall be governed by the laws of the State of [DELAWARE / CALIFORNIA / OTHER], without regard to conflict-of-law principles.

9. IRREVOCABILITY; SURVIVAL

This assignment is irrevocable. The obligations of this Agreement shall survive the termination of Assignor's relationship with Company.

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EXHIBIT A — California Labor Code §2870 Notice *(for California employees only)*

Pursuant to California Labor Code §2872, Company notifies you that this Agreement does not apply to any invention that qualifies under California Labor Code §2870, which provides that IP assignment agreements shall not apply to inventions developed entirely on the employee's own time without using the employer's equipment, supplies, facilities, or trade secret information, except for inventions that relate to the employer's business or anticipated research, or result from work performed for the employer.

EXHIBIT B — Prior Inventions Schedule

[List prior inventions here, or write "None" if no prior inventions to disclose.]

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M&A DUE DILIGENCE CHECKLIST — IP TRACK

Use this checklist when preparing for investor or acquirer IP review:

• [ ] All current employees have signed PIIAs covering their full employment period
• [ ] All former employees' PIIAs are stored and retrievable
• [ ] California employees have §2870-compliant agreements
• [ ] All contractors have explicit IP assignment clauses (not just work-for-hire)
• [ ] Offshore contractors have governing law + moral rights waiver
• [ ] All founders have assigned pre-incorporation IP
• [ ] USPTO patent assignments recorded in company's name
• [ ] Open source license inventory complete — no GPL in proprietary code
• [ ] No third-party IP claims or disputes outstanding
• [ ] All agreements stored with tamper-evident audit trails
• [ ] Separation agreements for departed employees confirm IP provisions survived