Balanced Employee IP Agreement (GitHub)
This template outlines a Balanced Employee IP Agreement (BEIPA), designed to fairly allocate intellectual property rights between an employer and employee. It grants the company exclusive control over IP created within the scope of employment, while employees retain ownership of personal projects unrelated to the business. For related but out-of-scope IP, the employee owns it, and the company receives a non-exclusive license, promoting employee autonomy and innovation.
Balanced Employee IP Agreement (BEIPA)
BEIPA takes a balanced approach to assigning control of intellectual property (IP) created by an employee. The company gets exclusive control of IP created in the scope of an employee's job. The employee maintains exclusive control of IP created outside of their job and not related to the company's business. For IP created outside of an employee's job but related to the company's business, the employee maintains ownership and the company gets a non-exclusive and unlimited license. A company using BEIPA doesn't try to claim control of an employee's free time knowledge production, nor does it try to extend company control past the period of employment. Think of BEIPA as a commitment to employee autonomy and "work-life balance" – for the mind.
BEIPA was started as a reusable version of GitHub's employee IP agreement. Your company can use BEIPA too, and modify it as needed. If you'd like to help improve BEIPA for everyone, file an issue or make a pull request. While aiming to maintain the same "balanced" policy, we're keen to see feedback and suggestions for improving BEIPA and associated documentation. Please read our contributing guidelines and instructions.
Contributors to this project are not your lawyers and nothing in this repository is legal advice. See extended disclaimer below.
PDF, ODT, and DOCX copies of BEIPA are available for download.
FAQ
Why are employee IP agreements deemed necessary by employers?
In the United States, without an express agreement employers usually own works subject to copyright and have either ownership or a "shop right" to use inventions. With an express agreement, employers can obtain lower risk, more certainty, and more control over more IP in more situations – so it's easy to understand that robust IP agreements with employees (and contractors) are necessary. But it's possible for IP agreements to go too far...
How does BEIPA differ from other employee IP agreements?
Many employee IP agreements are very generous – to employers. To the extent allowable by law, employers get control over everything employees create while employed, 24/7, over work created before their employment, and sometimes even to gain control over what former employees create through "non-compete" terms. For an overview, see The New Cognitive Property: Human Capital Law and the Reach of Intellectual Property.
BEIPA only claims exclusive control of what the employee creates during the period of employment and within the scope of their job, and non-exclusive freedom to use other creations relating to the company's business. There surely are many other approaches to relatively "balanced" employee IP policy. We encourage progressive companies and workers to share their agreements and lessons.
Why would an employer want to use BEIPA?
Your best employees are creative all of the time. BEIPA is good for recruitment, retention, and motivation – just like other practices and policies that authentically promote work-life balance and autonomy:
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