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:
This is a preview. The full template is free on GitLaw.
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About this template
What is this template?
This is a specialized intellectual property assignment that defines what work belongs to the employer versus the worker. It includes a specific license back to the company for personal IP used in company products and a power of attorney clause for securing IP rights. It is not an employment contract or a non-disclosure agreement.
When should you use it?
Use this when a company wants a more developer-friendly IP agreement that explicitly excludes personal projects created outside of work hours and equipment. Use a standard Proprietary Information and Inventions Agreement (PIIA) if the employer requires broader claims over all employee inventions during the term of employment.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | What the Company owns | Assigns all IP created within the scope of employment to the Company as work made for hire. |
| 2 | What the Company doesn't own | Confirms the employee retains ownership of IP created outside the scope of employment or contract work. |
| 3 | License to the Company for Your IP | Grants the Company a perpetual, royalty-free license to use employee-owned IP if integrated into Company projects. |
| 6 | No conflicts | Requires the employee to confirm they have no existing obligations that conflict with this IP assignment. |
| 7 | Cooperation | Obliges the employee to help secure rights in Company IP and provides for reasonable compensation for post-employment assistance. |
| 8 | Survivorship | Ensures remaining terms remain in effect if a court finds any specific provision invalid or unenforceable. |
Who it's for
- a US corporation hiring a technology worker while allowing them to retain rights to independent personal projects
- an employee seeking to clarify that their pre-existing or outside-of-hours software code remains their own property
How long it runs and how it's signed
United States note
This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
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