When hiring employees or working with independent contractors for creative work—such as trademark logos or graphic design—businesses should be aware of intellectual property (IP) clauses in employment agreements. These clauses clarify who owns the work created during employment and can have significant implications for both employers and employees.
What Do Intellectual Property Clauses Cover?
A standard intellectual property clause states that any work created as part of an employee’s job responsibilities is owned by the company. This ensures that trademarks, marketing materials, product designs, and other intellectual property developed under the company’s direction remain its legal property.
However, some agreements extend beyond standard job-related work. These broader clauses may claim ownership over anything an employee creates during their tenure—regardless of whether it’s done on company time or unrelated to their work duties.
How Broad Can These Agreements Be?
In some cases, companies implement all-encompassing IP clauses that require employees to disclose and seek company approval for inventions or creative works made outside of work hours.
For example, imagine you work for a software company but, in your free time, you tinker with your lawnmower and develop an innovative adjustment that makes it run more efficiently. If your employment agreement contains a broad intellectual property clause, you may be required to present that invention to your employer for them to decide whether they have any interest in patenting it. If the company determines that it’s not relevant to their business, only then would you be free to pursue a patent on your own.
Why Employees Should Review Their Contracts Carefully
Before signing an employment agreement, it's critical to review the intellectual property section thoroughly. Pay close attention to:
- Scope of ownership – Does the company claim ownership over only work-related creations, or does it extend to personal projects?
- Disclosure requirements – Are you required to disclose all creative works or inventions, even those unrelated to your job?
- Duration of obligation – Do these clauses apply only during employment, or do they extend beyond your tenure with the company?
Protecting Your Intellectual Property Rights
For employees, understanding these clauses can prevent unexpected ownership disputes over personal projects or inventions. If a contract’s IP clause seems overly broad, consider:
- Negotiating the terms before signing.
- Seeking legal advice to clarify your rights and obligations.
- Documenting your work outside of employment duties to clearly differentiate personal projects from company work.
For employers, a well-drafted IP clause helps protect business interests while ensuring clarity and fairness for employees. Striking the right balance between company protection and employee creativity fosters innovation and trust.
Final Thoughts
Intellectual property clauses in employment agreements are often overlooked but can have lasting effects on ownership rights for both businesses and employees. Whether you're hiring or signing a new employment contract, take the time to understand, review, and if necessary, negotiate these clauses to protect your interests.