It transfers ownership of created work — code, designs, writing, inventions — from the creator to the other party. Check what’s covered, when transfer happens, and whether it’s tied to payment.
IP assignment decides who owns what gets made. In employment and freelance contexts, these clauses typically assign everything you create within the engagement to the company or client. The traps: scope creep (clauses claiming inventions "related to" the business, made on your own time, or even before/after the engagement), transfer timing (assignment on creation vs. on payment — as a freelancer, never let ownership transfer before you’re paid in full), and missing carve-outs for your pre-existing work and tools, which you should license rather than assign. Employees should look for the state-law exception protecting inventions made entirely on your own time and resources.
Often not — several states protect inventions made entirely on your own time without employer resources and unrelated to the business. Overbroad clauses may be unenforceable there.
A copyright doctrine where qualifying work is owned by the hiring party from creation. Contracts often pair it with an assignment as backup for anything that doesn’t qualify.
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