Balanced Employee IP Agreement 2.0.0 (GitHub)
The Balanced Employee Intellectual Property Agreement (BEIPA) 2.0.0 clearly defines the ownership and licensing of intellectual property between an employee and the company—ensuring the company holds rights to work-related IP while protecting employees’ rights to personal projects. It is part of GitHub’s open, community-vetted library of balanced legal agreements, designed to provide fairness, clarity, and trust for both employers and employees.
Balanced Employee Intellectual Property Agreement 2.0.0
This BALANCED EMPLOYEE INTELLECTUAL PROPERTY AGREEMENT is between the person named below and [company name], a [state of incorporation] corporation ("Company").
What is this? This is the Company's Intellectual Property Agreement ("Agreement"). If you've worked in the technology space before, there's a good chance that you've run across one or more of these in the past. This document is the official, entire, and exclusive agreement on what intellectual property ("IP") is yours, and what belongs to the Company. "IP" includes without limitation concepts, designs, developments, discoveries, ideas, improvements, inventions, patents, trade secrets, trademarks, copyrights, and works of authorship. In relation to software, IP covers both source code and object code.
What is this not? This document only concerns IP ownership and licensing. Please also refer to the Company employee handbook, your contract, and other policies on security, confidentiality, acting in the Company's best interest, releasing and maintaining Company open source projects, and other topics related to IP and information and the Company's business. Check with the Company's legal department ("Legal") for any situation not clearly and fully addressed by Company policies.
Why is this? The Company needs to be clear on what IP it owns and has rights to. Its customers, employees, and investors depend on the Company having the legal rights to the products and services it is providing so that the Company can continue operating and doing business.
The Company also believes that it's important to be clear on what it doesn't own. The Company doesn't want you looking over your shoulder every time you work on something personal or worrying that the Company will someday seize your open source [example personal project]. In other words, the Company isn't interested in appropriating your personal projects.
Read this. Please read this document and be sure you understand it before you sign it. Due to issues of scale, fairness, and consistency, the Company cannot, by and large, negotiate its terms. If you feel you have a particular circumstance that keeps you from signing, please let Legal know. And, of course, you're always free and encouraged to get your own legal counsel to explain anything you're not clear on.
Cool? Then, by signing this Agreement, and as a condition of your employment, you agree to the following:
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