Why it matters
Standard IP assignment captures inventions made on company time using company resources, in the company's field of business. Aggressive assignment widens the net: any invention conceived during your employment, regardless of subject matter, time, or resources used. That sweeps up your weekend hobbies, your unrelated open-source contributions, your future research interests. If you ever leave to start something new, the language becomes a weapon — your former cap table can claim ownership of the new venture's foundational IP.
How to negotiate
Limit assignment to inventions (1) made during work hours OR using company resources, AND (2) related to the company's actual or reasonably anticipated business. List excluded prior inventions on a schedule. Carve out non-competing personal projects explicitly. In jurisdictions with statutory protection (e.g. California Labor Code §2870), reference the protection directly in the agreement.
Example language
How this clause typically appears in a term sheet. Read it carefully — predatory language is often buried in routine paragraphs.
Each Founder shall irrevocably assign to the Company all right, title and interest in any invention, work, or idea conceived, developed, or reduced to practice during the term of their employment with the Company, whether or not relating to the Company's business.
TURNSHEET provides intelligence, not legal advice. This page describes typical market behaviour and common negotiation tactics; your specific deal may have nuances that change the analysis. Always review your term sheet with qualified legal counsel before signing.