What types of contracts does AMLEGALS handle?

AMLEGALS provides comprehensive contract advisory across 43+ contract types including Technology contracts (SaaS, AI/ML, Cloud Services), Data Privacy agreements (DPAs, DPDPA compliance), Commercial contracts (MSAs, Supply, Distribution), IP & Licensing, Employment agreements, and International Trade contracts.

What is the TCL Framework for contracts?

The TCL Framework is AMLEGALS proprietary approach that examines every contract through three lenses: Technical (understanding the operational realities), Commercial (aligning business objectives), and Legal (ensuring compliance and risk mitigation). This integrated approach ensures contracts that work in practice, not just on paper.

Does AMLEGALS handle DPDPA-compliant contracts?

Yes, AMLEGALS specializes in DPDPA-compliant contracts including Data Processing Agreements, Cross-Border Transfer Mechanisms, Data Sharing Agreements, and Consent Management frameworks. Our Vibe Data Privacy™ framework ensures comprehensive compliance with the Digital Personal Data Protection Act, 2023.

Can AMLEGALS help with AI and technology contracts?

Yes, AMLEGALS has dedicated expertise in AI/ML Contracts, AI Governance agreements, AI Training Data Licensing, SaaS Agreements, Cloud Services agreements, and System Integration contracts. We address emerging issues like algorithmic accountability, model ownership, and AI liability allocation.

What inventions should employees assign to employers?

Typically, employers can reasonably claim: inventions within the scope of the employee's duties, inventions using employer resources, time, or information, and inventions in the employer's current or planned business areas. Inventions completely unrelated to employment, made on the employee's own time with own resources, should generally remain with the employee.

Is additional compensation required for invention assignment?

While standard employment compensation can include IP assignment, providing additional consideration strengthens enforceability and incentivizes disclosure. Approaches include: invention bonuses, patent filing bonuses, commercialization royalties, and recognition programs. Some jurisdictions require additional compensation for employee inventions - while not statutorily required in India, it remains good practice.

How should moral rights be handled?

Under Indian copyright law, moral rights (attribution and integrity) cannot be assigned - only waived. Invention assignment agreements should therefore include waivers of moral rights rather than purported assignments. However, recognizing inventors through proper attribution (e.g., on patent applications) is good practice that need not conflict with employer ownership.

What about inventions conceived during employment but documented later?

Agreements should address the "trailer clause" issue - inventions documented after employment ends but conceived during employment. Reasonable provisions might include: disclosure obligations extending past employment for limited periods, presumptions about conception timing, and clear rules about documentation timing. Overreaching trailer clauses may face enforceability challenges.

Invention Assignment Agreements | Employee IP Contracts

Overview

Employees create valuable intellectual property during their employment - inventions, software, designs, and other innovations. The question of who owns this IP and on what terms is fundamental to both employer investment in R&D and employee innovation incentives. Invention assignment agreements establish these ownership rules, creating clarity that benefits both parties.

Indian law provides certain default rules for employee IP but leaves significant room for contractual allocation. Patents developed by employees in the course of their duties typically belong to the employer. Copyright in works created during employment generally vests in the employer for works made in the course of employment. Trade secrets developed with employer resources are employer property. But the boundaries of these rules are not always clear, and explicit contractual provisions prevent disputes.

The challenge in invention assignment is balancing employer interests in innovation capture against employee interests in creative recognition and appropriate compensation. Agreements that claim everything regardless of connection to employment, provide no additional compensation for inventions, or ignore moral rights create resentment and may face enforceability challenges. Thoughtful agreements acknowledge that employees bring creativity and deserve recognition for it.

Key Considerations

1

Scope of Assignment

Clear definition of which inventions are assigned - those within job scope, using employer resources, or in employer business area.

2

Disclosure Obligations

Requirements for employees to disclose inventions and the process for employer claim determination.

3

Compensation Structures

Additional compensation for valuable inventions beyond standard employment compensation.

4

Moral Rights

Treatment of moral rights that cannot be assigned under Indian copyright law.

5

Prior Inventions

Identification and exclusion of inventions the employee brings to the employment relationship.

6

Post-Employment Treatment

How inventions conceived during but documented after employment are handled.

Applying the TCL Framework

Technical

Understanding invention capture and documentation processes
Assessing R&D environment and innovation patterns
Evaluating prior art and invention boundaries
Understanding technology development workflows
Assessing knowledge documentation practices

Commercial

Valuing invention compensation structures
Structuring incentives for innovation disclosure
Balancing employer investment protection with employee motivation
Addressing invention commercialization revenue sharing
Managing inventor recognition programs

Legal

Drafting scope provisions that are enforceable
Addressing statutory employee rights
Creating effective disclosure and claim processes
Handling moral rights appropriately
Structuring dispute resolution for invention disputes

“

"The best invention assignment agreements create alignment rather than extraction. They acknowledge that employees create value, provide appropriate recognition and compensation, and build the trust that encourages innovation disclosure rather than concealment."

AM

Anandaday Misshra

Founder & Managing Partner

Common Pitfalls

Overreach

Claiming all employee inventions regardless of connection to employment, creating enforceability and morale issues.

Inadequate Process

No clear process for invention disclosure and employer claim determination.

Moral Rights Ignorance

Attempting to assign moral rights that cannot be transferred under Indian copyright law.

No Consideration

Failing to provide additional consideration for invention assignment beyond standard salary.

Prior Invention Gaps

Not documenting prior inventions, creating disputes about what the employee brought versus created.

Legal Framework

The Patents Act, 1970 provides that inventions made during employment using employer resources or in the course of normal duties belong to the employer unless otherwise agreed. The Copyright Act, 1957 provides that copyright in works made during employment in the course of employment belongs to the employer, subject to any contrary agreement. Moral rights under copyright cannot be assigned, only waived. Contractual provisions can modify default rules but must comply with general contract law requirements including consideration.

Practical Guidance

Define assignment scope with reasonable connection to employment.
Create clear invention disclosure processes and documentation.
Consider additional compensation for valuable inventions.
Address moral rights through waiver rather than assignment.
Document prior inventions at employment commencement.
Build innovation recognition into company culture.

Frequently Asked Questions

Related Contract Types

Employment Agreements

Employment & HR

Comprehensive contracts addressing compensation, duties, and termination provisions

Confidentiality Agreements