How to Negotiate an IP Assignment Clause in English
Learn the English phrases for questioning a broad intellectual property assignment clause and requesting a carve-out for personal projects.
Some employment contracts include an IP assignment clause broad enough to claim ownership over anything you create, even unrelated to your job or done entirely on your own time. This guide gives you the English for raising concerns about the scope, requesting a carve-out, and getting the final language confirmed.
Raising the Concern
Bring it up during offer negotiation, before you’ve signed anything.
- “I noticed the IP assignment clause is quite broad — could we clarify whether it applies to projects unrelated to the company’s business?”
- “I have some personal projects outside of work, and I want to make sure this clause doesn’t inadvertently claim ownership of them.”
- “Before I sign, I’d like to understand exactly what falls inside versus outside the scope of this clause.”
Understanding the Current Scope
Ask specific questions about what the clause actually covers.
- “Does this clause apply only to work done during employment using company resources, or does it extend to anything created on personal time as well?”
- “Is there language distinguishing between work related to our business and genuinely unrelated personal projects?”
- “What would happen under this clause if I built something in a completely different domain, entirely outside work hours?”
Requesting a Carve-Out
Propose specific language that limits the clause’s reach.
- “Could we add a carve-out excluding projects that don’t use company time, equipment, or confidential information, and aren’t related to our business?”
- “I’d like to list this specific existing project explicitly as excluded from the assignment clause.”
- “Would the company be open to standard ‘prior inventions’ language that protects things I built before joining?”
Explaining Why It Matters to You
Frame the request around fairness and industry norms, not distrust.
- “This isn’t about distrust — I just want clarity so I’m not accidentally in violation of my contract by working on something unrelated in my own time.”
- “Many contracts I’ve seen include a personal-projects carve-out, and I’d like to make sure ours does too before I sign.”
- “I want to be able to work on side projects without worrying that this clause creates ambiguity later.”
Confirming the Final Language
Don’t rely on a verbal assurance that “it’s not really enforced that way.”
- “Could legal send over the updated clause language reflecting the carve-out we discussed?”
- “I’d like to see this in the actual signed agreement, not just as a side conversation, since that’s what would matter if there were ever a dispute.”
- “Once I see the revised wording, I’m comfortable signing.”
Vocabulary Reference
| Term | Meaning |
|---|---|
| IP assignment clause | A contract term giving the employer ownership of work created under certain conditions |
| Carve-out | An explicit exception excluding something from a broader contract term |
| Prior inventions clause | Language protecting things you created before your employment started |
| Scope | The specific boundary of what a contract clause covers |
| Confidential information | Non-public information belonging to the employer, protected by contract |
Key Takeaways
- Raise concerns about a broad IP assignment clause before signing, not after a dispute arises.
- Ask specifically whether the clause applies only to work-related material or extends to unrelated personal projects.
- Propose a carve-out excluding projects that don’t use company time, resources, or confidential information.
- Frame the request around clarity and fairness, not distrust of the employer.
- Always get any agreed carve-out reflected in the actual signed contract language, not just discussed verbally.