Can a Georgia employer require assignment of every invention?
No — but not because a statute forbids it. Georgia has not enacted an employee-invention-assignment statute of the kind California (Labor Code § 2870) or Washington (RCW 49.44.140) adopted, so no category of inventions is carved out of an assignment clause by statute. What an employer may require is fixed instead by the contract, read against two background rules: the federal patent-law default that an invention belongs to its inventor, and the Georgia rule that ambiguous assignment language is construed against the employer that drafted it. On a touch screen, a tap shows all 2 sources in this group.
Because there is no Georgia carve-out statute, start from the federal baseline that governs title to any patentable invention: rights begin with the inventor .
An employer can contract around that default, but in Georgia the contract is read strictly against its author. Any ambiguity in the assignment language is resolved against the drafter — in the employment setting, almost always the employer .
“any ambiguity in a contract is to be construed against the party who drafted it.”
Georgia does have statutes that touch employment restraints — the Restrictive Covenants Act (O.C.G.A. §§ 13-8-50 et seq.) and the Trade Secrets Act — but neither is an invention-assignment carve-out. The first polices post-employment restraints on competition; the second protects secrets. Neither tells an employer which inventions it may require an employee to assign. That question is answered by the contract, the federal inventor-owns default, and the construe-against-the-drafter rule.
Sources for this answer
Stanford v. Roche confirms the long-standing premise of U.S. patent law that rights in an invention belong to the inventor.
Since 1790, the patent law has operated on the premise that rights in an invention belong to the inventor.
See Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).
Georgia-Pacific Corp. v. Lieberam restates the settled Georgia rule that any ambiguity in a contract is construed against the party that drafted it — in the employment setting, the employer.
any ambiguity in a contract is to be construed against the party who drafted it.
See Georgia-Pacific Corp. v. Lieberam, 959 F.2d 901 (11th Cir. 1992).
Must a Georgia employer notify the employee?
No. Because Georgia has no employee-invention-assignment statute, there is no statutory notice or carve-out-disclosure requirement of the kind California (Labor Code § 2872) and Washington (RCW 49.44.140(3)) impose. A clause's validity does not depend on any notice to the employee; it depends on whether the contract effects a present transfer of title from the inventor, construed against the drafter .
The point is structural. Ownership of a patentable invention starts with the inventor and moves to the employer only through a valid assignment, so the questions that decide enforceability are whether the assignment language is present-tense and how it is construed — not whether the employer handed the employee a § 2872-style notice. A Georgia employer cannot cure an overbroad or merely prospective assignment clause by giving notice, and it gains nothing by omitting one; notice is simply not part of the Georgia analysis.
Sources for this answer
Stanford v. Roche confirms that rights in an invention belong to the inventor by default; because Georgia has no invention-assignment statute, an employer takes title only through a valid assignment from the inventor, and no statutory notice to the employee is required or relevant.
Since 1790, the patent law has operated on the premise that rights in an invention belong to the inventor.
See Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).
Who owns an invention by default in Georgia?
The inventor. Absent a written assignment, the baseline rule under federal patent law — which governs who holds title to a patentable invention in Georgia as elsewhere — is that rights belong to the employee who conceived it, and any other party's interest must trace back to that inventor. An employer's routes to ownership without an express assignment are the common-law hired-to-invent doctrine and the shop right; both are narrow, so a Georgia employer relies on a written assignment clause. Georgia reads an assignment by the intent its words show, and construes ambiguous wording against the employer that drafted it, so a clause that assigns only what the employee may conceive or make can be read to leave out inventions made before signing. On a touch screen, a tap shows all 5 sources in this group.
Title traces to the inventor. Because ownership starts there, an employer's claim is derivative: any interest it holds must run back to the employee who conceived the invention .
The first common-law route to the employer is the hired-to-invent doctrine. Where an employee is engaged specifically to make a given invention and succeeds during the term of service, equity treats the resulting patent as the employer's; the U.S. Supreme Court stated the rule in United States v. Dubilier Condenser Corp. .
The second route is the shop right — a non-exclusive, non-transferable, royalty-free license that arises where the employee used the employer's time, facilities, or materials to develop the invention. A shop right is ownership-by-license, not title, and like the hired-to-invent doctrine it is fact-intensive and narrow. Both are why a Georgia employer that wants clean title relies on a written present-assignment clause rather than a common-law theory.
Georgia looks to what the words of that clause show about intent. In Southern Mutual Life Insurance Co. v. Durdin, the Supreme Court of Georgia held that no special form of words is needed to make an assignment, but the language must show the owner's intention to transfer the right . First State Bank v. Hall Flooring Co. held that a writing that did not show an intention to transfer the fund immediately could be neither a legal nor an equitable assignment . Both cases concern assignments of existing rights to payment, not of future inventions, so applying them to an invention-assignment clause is an analogy, not a holding. By that analogy, a clause whose words show an intent to transfer the invention at once is on firmer ground than one that leaves the intent unclear.
Forward-looking wording can also leave earlier inventions outside the clause. In Georgia-Pacific Corp. v. Lieberam, the Eleventh Circuit, applying Georgia law, read an agreement assigning inventions the employee may conceive or make as reasonably showing only prospective effect . Construing the agreement against the employer that drafted it, the court held that the agreement was ambiguous on whether it reached an invention the employee had conceived before signing .
Because ambiguous wording is construed against the employer that drafted it , a clause that expressly names inventions already conceived or made, as the court said a drafter could have written, leaves less room for that narrow reading .
Sources for this answer
Stanford v. Roche holds that although others may acquire an interest in an invention, that interest as a general rule must trace back to the inventor — so an employer takes title only through an assignment from the employee-inventor.
Thus, although others may acquire an interest in an invention, any such interest — as a general rule — must trace back to the inventor.
See Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).
United States v. Dubilier Condenser Corp. states the hired-to-invent rule: an employee engaged to make an invention who accomplishes that task during the term of service is bound to assign to the employer any patent obtained.
One employed to make an invention, who succeeds, during his term of service, in accomplishing that task, is bound to assign to his employer any patent obtained.
See United States v. Dubilier Condenser Corp., 289 U.S. 178 (1933).
First State Bank v. Hall Flooring Co. holds that a purported assignment that did not show an intention to transfer the fund immediately, because payment was to be made jointly to the purported assignor and assignee, could constitute neither an equitable nor a legal assignment.
The purported assignment in the present case did not show an intention to transfer the fund immediately since the payment was to be made jointly to the purported assignor and assignee without any distinction being shown as to their separate interest in such fund, and for such reason the paper could not constitute either an equitable or legal assignment and the judgment of the trial court so holding was not error.
See First State Bank v. Hall Flooring Co., 103 Ga. App. 270 (1961).
Southern Mutual Life Insurance Co. v. Durdin holds that no special form of words is necessary to make an assignment under Georgia law, and that any language showing the owner's intention to transfer the chose in action is sufficient to vest the property in the assignee.
No special form of words is necessary to make an assignment. Any language, however informal, if it shows the intention of the owner of the chose in action to transfer it, will be sufficient to vest the property in the assignee.
See Southern Mut. Life Ins. Co. v. Durdin, 132 Ga. 495 (1909).
Georgia-Pacific Corp. v. Lieberam reads an invention agreement that assigns inventions which the employee may conceive or make as reasonably showing only prospective effect, because may refers to something that might happen rather than something that has already occurred, and that a drafter wanting the agreement to reach inventions already conceived or made could have said so.
More important, though, Paragraph 4 of the Agreement, which effects the transfer of inventions to Georgia-Pacific, uses the phrase “which I may conceive or make.” “May” appears to refer to a possibility: to something that might happen as opposed to something that has already occurred. See id. at 774. So, this phrase, reasonably interpreted, might show only prospective effect. Had the Agreement’s drafter, Georgia-Pacific, wanted the Agreement unambiguously to have retrospective effect, it could easily have changed this phrase or added more language to assure retrospective effect: for example, “which I have conceived or made or which I may conceive or make.”
See Georgia-Pacific Corp. v. Lieberam, 959 F.2d 901 (11th Cir. 1992).
Georgia-Pacific Corp. v. Lieberam holds that, after construing the invention agreement against the employer that drafted it, the agreement had more than one reasonable interpretation on whether it had retrospective effect.
After giving the words of the whole Agreement their common meaning and after construing the Agreement against the party who drafted it, we conclude that, on the question of effect, the Agreement has more than one reasonable interpretation.
See Georgia-Pacific Corp. v. Lieberam, 959 F.2d 901 (11th Cir. 1992).
Are trailing-assignment (holdover) clauses enforceable in Georgia?
Only so far as they are reasonable. No Georgia statute caps an invention-assignment holdover as such, and no Georgia appellate decision found in our review squarely decides whether a clause reaching inventions first conceived after employment ends is enforceable. The operative lens is restrictive-covenant law: a post-employment clause that restrains a former employee's work is enforced only if it is reasonable in time, geographic area, and scope under the Georgia Restrictive Covenants Act, which presumes a restraint of two years or less reasonable for a former employee — and Georgia law supplies that test even when the contract picks another state's law. On a touch screen, a tap shows all 3 sources in this group.
Start with the absence of an on-point statute. The Georgia Restrictive Covenants Act (O.C.G.A. §§ 13-8-50 et seq.) governs restraints on competition, not invention assignment specifically, and the Trade Secrets Act protects secrets rather than ownership of inventions. No Georgia appellate decision found in our review squarely decides the precise bound on a post-employment trailing-assignment clause, so the analysis proceeds by analogy to restrictive-covenant law: a clause that forces a departed employee to hand over inventions made after they leave restrains their ability to work and is tested as a restraint.
Under the Act, a covenant restraining competition is enforceable only where it is reasonable in time, geographic area, and scope .
For a former employee, the Act supplies a durational yardstick: a restraint of two years or less is presumed reasonable, and anything longer is presumed unreasonable .
A choice-of-law clause will not let an aggressive holdover escape that scrutiny. The Georgia Supreme Court held in Motorsports of Conyers, LLC v. Burbach that Georgia law remains the touchstone for whether a restrictive covenant is enforceable in Georgia courts, even where the contract selects another state's law .
A background principle cuts the same way. A departing employee keeps their general skill and knowledge; an assignment clause cannot reach what is simply the employee's own human capital .
So the Georgia limit on holdover clauses is reasonableness, not a statute aimed at invention assignment and not an open void. A clause narrowly tied to inventions conceived during employment, or to a short and defined trailing period for inventions derived from the employer's confidential information, stands on far firmer ground than an aggressive provision that sweeps in an ex-employee's independent post-employment inventions and thereby functions as a disguised restraint on competition — which a Georgia court would test, and may blue-pencil, under the Act rather than enforce as written.
Sources for this answer
O.C.G.A. § 13-8-53(a) permits enforcement of contracts that restrict competition during the term of a restrictive covenant only so long as the restrictions are reasonable in time, geographic area, and scope of prohibited activities.
enforcement of contracts that restrict competition during the term of a restrictive covenant, so long as such restrictions are reasonable in time, geographic area, and scope of prohibited activities, shall be permitted.
See O.C.G.A. § 13-8-53(a).
O.C.G.A. § 13-8-57(b) directs a court to presume reasonable in time any restraint of two years or less against a former employee, and to presume unreasonable any restraint longer than two years, measured from the termination of the business relationship.
a court shall presume to be reasonable in time any restraint two years or less in duration and shall presume to be unreasonable in time any restraint more than two years in duration, measured from the date of the termination of the business relationship.
See O.C.G.A. § 13-8-57(b).
Motorsports of Conyers, LLC v. Burbach holds that Georgia law remains the touchstone for determining whether a restrictive covenant is enforceable in Georgia courts, even where the contract selects another state's law.
Georgia law remains the touchstone for determining whether a given restrictive covenant is enforceable in our courts, even where the contract says another state’s law applies.
See Motorsports of Conyers, LLC v. Burbach, 317 Ga. 206 (2023).
Vendo Co. v. Long applies the established Georgia principle that a departing employee may take all the general skill, knowledge, and information acquired in the job, so long as nothing taken is the property of the employer — protecting the employee's general human capital from an overbroad post-employment restraint.
all the skill he has acquired, all the knowledge he has obtained, and all the information that he has received, so long as nothing is taken that is the property of the employer.
See Vendo Co. v. Long, 213 Ga. 774 (1958).
Georgia-Pacific Corp. v. Lieberam restates the settled Georgia rule that any ambiguity in a contract is construed against the party that drafted it — in the employment setting, the employer.
any ambiguity in a contract is to be construed against the party who drafted it.
See Georgia-Pacific Corp. v. Lieberam, 959 F.2d 901 (11th Cir. 1992).
Georgia-Pacific Corp. v. Lieberam reads an invention agreement that assigns inventions which the employee may conceive or make as reasonably showing only prospective effect, because may refers to something that might happen rather than something that has already occurred, and that a drafter wanting the agreement to reach inventions already conceived or made could have said so.
More important, though, Paragraph 4 of the Agreement, which effects the transfer of inventions to Georgia-Pacific, uses the phrase “which I may conceive or make.” “May” appears to refer to a possibility: to something that might happen as opposed to something that has already occurred. See id. at 774. So, this phrase, reasonably interpreted, might show only prospective effect. Had the Agreement’s drafter, Georgia-Pacific, wanted the Agreement unambiguously to have retrospective effect, it could easily have changed this phrase or added more language to assure retrospective effect: for example, “which I have conceived or made or which I may conceive or make.”
See Georgia-Pacific Corp. v. Lieberam, 959 F.2d 901 (11th Cir. 1992).
Georgia-Pacific Corp. v. Lieberam holds that, after construing the invention agreement against the employer that drafted it, the agreement had more than one reasonable interpretation on whether it had retrospective effect.
After giving the words of the whole Agreement their common meaning and after construing the Agreement against the party who drafted it, we conclude that, on the question of effect, the Agreement has more than one reasonable interpretation.
See Georgia-Pacific Corp. v. Lieberam, 959 F.2d 901 (11th Cir. 1992).
An out-of-state invention-assignment form that covers only inventions the employee may conceive or make can leave an invention conceived before signing outside the assignment in Georgia, with the employer's title to it unresolved. Georgia construes ambiguous assignment language against the employer that drafted it . Applying that rule in Georgia-Pacific Corp. v. Lieberam, the Eleventh Circuit held that an agreement assigning inventions the employee may conceive or make could reasonably have only prospective effect and was ambiguous on whether it reached an invention conceived before signing. On a touch screen, a tap shows all 2 sources in this group. If a Georgia court treated an aggressive post-employment holdover clause as a restrictive covenant, the Georgia Restrictive Covenants Act would permit its enforcement only if it were reasonable in time, geographic area, and scope , and Georgia law would decide that question even under a contract that selects another state's law .
What does federal law require a confidentiality and invention assignment agreement in Georgia to say about whistleblowers and pay?
An employee confidentiality, non-compete, or invention assignment agreement signed or updated now that governs trade secrets or other confidential information must give the Defend Trade Secrets Act whistleblower-immunity notice, and for employees the National Labor Relations Act covers, Section 7 of that Act protects concerted activity, including joining together over pay and working conditions, that a broad confidentiality clause can restrict. The employer may satisfy the notice duty by cross-referencing a qualifying policy document provided to the employee, but an employer that omits the notice may not be awarded exemplary damages or attorney fees under the Defend Trade Secrets Act in an action against an employee who was not given notice.
The notice describes a federal immunity: an individual cannot be held liable under federal or state trade-secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a court filing made under seal. For an agreement signed or updated now, the duty to give that notice reaches any agreement with an employee that governs trade secrets or other confidential information, whatever else the agreement does.
Section 7 gives employees the National Labor Relations Act covers a statutory right to engage in concerted activity for mutual aid or protection, including joining together to improve pay and working conditions. For employees the Act covers, the Board's work-rule standard adopted in 2023 makes a rule presumptively unlawful if it has a reasonable tendency to chill employees from exercising their Section 7 rights; an employer can rebut that presumption only by showing a legitimate and substantial business interest it cannot serve with a more narrowly tailored rule. The 2023 standard may change, but the Section 7 right it enforces is statutory. State law may add its own requirements for the same clauses.
A form carried over without the immunity notice, or a cross-reference to a reporting policy the employee never received, leaves the confidentiality clause without a valid notice, so the Act's exemplary damages and attorney fees are unavailable against that employee. A Confidential Information definition that sweeps in pay and working conditions with no carve-out exposes the employer to an unfair-labor-practice finding for employees the Act covers.
Sources for this answer
An individual is immune from criminal and civil liability under federal and state trade-secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a court filing made under seal.
An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that— (A) is made— (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
See 18 U.S.C. § 1833(b)(1).
An employer must give notice of the trade-secret whistleblower immunity in any contract or agreement with an employee that governs the use of a trade secret or other confidential information.
An employer shall provide notice of the immunity set forth in this subsection in any contract or agreement with an employee that governs the use of a trade secret or other confidential information.
See 18 U.S.C. § 1833(b)(3)(A).
An employer complies with the notice requirement by cross-referencing a policy document, provided to the employee, that sets out the employer's reporting policy for a suspected violation of law.
An employer shall be considered to be in compliance with the notice requirement in subparagraph (A) if the employer provides a cross-reference to a policy document provided to the employee that sets forth the employer's reporting policy for a suspected violation of law.
See 18 U.S.C. § 1833(b)(3)(B).
An employer that does not give the required notice may not be awarded exemplary damages or attorney fees in a trade-secret action against an employee who did not receive it.
If an employer does not comply with the notice requirement in subparagraph (A), the employer may not be awarded exemplary damages or attorney fees under subparagraph (C) or (D) of section 1836(b)(3) in an action against an employee to whom notice was not provided.
See 18 U.S.C. § 1833(b)(3)(C).
Section 7 gives employees the right to engage in concerted activities for mutual aid or protection, the statutory basis for keeping discussion of pay and working conditions outside confidentiality restrictions.
Employees shall have the right to self-organization, to form, join, or assist labor organizations, to bargain collectively through representatives of their own choosing, and to engage in other concerted activities for the purpose of collective bargaining or other mutual aid or protection, and shall also have the right to refrain from any or all of such activities except to the extent that such right may be affected by an agreement requiring membership in a labor organization as a condition of employment as authorized in section 158(a)(3) of this title.
See 29 U.S.C. § 157 (NLRA § 7).
The National Labor Relations Board protects the right of private-sector employees, with or without a union, to join together to improve wages, benefits, and working conditions.
Established in 1935, the National Labor Relations Board is an independent federal agency that protects employees from unfair labor practices and protects the right of private sector employees to join together, with or without a union, to improve wages, benefits and working conditions.
See NLRB Office of Public Affairs, news release of Feb. 21, 2023 (agency mission statement).
Under the work-rule standard the Board adopted in 2023, a rule with a reasonable tendency to chill employees from exercising their Section 7 rights is presumptively unlawful unless the employer proves a legitimate and substantial business interest it cannot advance with a more narrowly tailored rule.
Under the new standard adopted in Stericycle, the General Counsel must prove that a challenged rule has a reasonable tendency to chill employees from exercising their rights. If the General Counsel does so, then the rule is presumptively unlawful. However, the employer may rebut the presumption by proving that the rule advances a legitimate and substantial business interest and that the employer is unable to advance that interest with a more narrowly tailored rule.
See Stericycle, Inc., 372 NLRB No. 113 (2023); NLRB Office of Public Affairs, Board Adopts New Standard for Assessing Lawfulness of Work Rules (Aug. 2, 2023).