# Employee Invention Assignment in the Northern Mariana Islands[^about] The Commonwealth of the Northern Mariana Islands has no employee-invention-assignment statute and no local invention case law found in our review. Its rules-of-decision statute, 7 CMC § 3401, makes the common law as expressed in the Restatements the rule of decision, so the predicted framework is the common-law employee-inventor default (hired-to-invent exception, employer shop right) — matching the federal patent baseline — and the treatment of a post-employment holdover clause is unsettled, with Restatement reasonableness the predicted test. ## Can a CNMI employer require assignment of every invention? {#statutory-carve-out} **Short answer.** There is no statutory ceiling — and no local invention law of any kind. The Commonwealth of the Northern Mariana Islands has no employee-invention-assignment statute, so nothing voids an assignment of a true own-time, own-resource invention the way California or Washington law does. The one Commonwealth statute that shapes the analysis is 7 CMC § 3401, the rules-of-decision statute, which makes the common law as expressed in the Restatements the rule of decision whenever written law and local customary law are silent [^cmc-3401-reception][^cda-rules-of-decision]. An assignment clause is therefore bounded by the Restatement-expressed common law and ordinary contract limits, not by a legislative carve-out. One point of candor frames this entire page. The Commonwealth Code contains no invention, patent, or intellectual-property assignment provision, and no CNMI court — Commonwealth or federal — has decided an employee-invention-ownership or invention-assignment case in our review. That makes this note more openly predictive than most in this survey: it describes the analysis 7 CMC § 3401 directs a court to run, not an analysis any CNMI court has yet run on inventions. The prediction is unusually well anchored, though, because the gap-filling rule is not itself a matter of judicial habit — it is a statute. "In all proceedings, the rules of the common law, as expressed in the restatements of the law approved by the American Law Institute and, to the extent not so expressed as generally understood and applied in the United States, shall be the rules of decision in the courts of the Commonwealth, in the absence of written law or local customary law to the contrary; provided, that no person shall be subject to criminal prosecution except under the written law of the Commonwealth."[^cmc-3401-reception] Section 3401 is a reception rule, not a carve-out. It tells a court where to find the governing rule when local law is silent; it does not limit what an assignment clause may capture. The NMI Supreme Court has stated the rule in exactly those terms — in *In re Commonwealth Development Authority*, a foreclosure case far from employment law, which is itself a signal of how thin the local corpus is [^cda-rules-of-decision]. "In the absence of written law or local customary law, the Restatements of the Law ‘shall be the rules of decision in the courts of the Commonwealth.’ 7 CMC § 3401."[^cda-rules-of-decision] The closest an employment restraint has come to this cascade is *August Healthcare Group, LLC v. Manglona*, a federal district-court order applying CNMI law to employee non-competes. Facing the same statutory silence an invention dispute would present, the court said so directly and routed the analysis to the Restatements [^aug-reception-analogy]. "There is no specific law, statute, or custom in the CNMI governing covenants not to compete. In the absence of written law or local customary law, the CNMI looks to the United States common law as expressed in the Restatements. See 7 N. Mar. I. Code § 3401."[^aug-reception-analogy] The practical consequence is that a CNMI employer can, in principle, contract for assignment more broadly than a California or Washington employer, because no statute carves out own-time inventions from the reach of the clause. But that breadth is not unlimited: an assignment clause remains an ordinary contract term, subject to general contract-law defenses and — where it functions as a restraint on the employee — to the Restatement reasonableness limits discussed in the holdover question below. ## Must a CNMI employer notify the employee? {#employee-notice} **Short answer.** Not applicable. A notice requirement of the kind California and Washington impose exists to alert the employee to a statutory own-time carve-out that limits the assignment. The CNMI has no invention-assignment statute at all, so there is no statutory line for a notice to mark. The only Commonwealth statute bearing on the question, 7 CMC § 3401, is addressed to courts — it tells them what rules of decision to apply — and imposes no employer notice or disclosure duty [^cmc-3401-notice]. There is nothing to give notice of. The entry is marked not applicable rather than a bare no because the question presupposes a statutory carve-out that the Commonwealth has not enacted. "In all proceedings, the rules of the common law, as expressed in the restatements of the law approved by the American Law Institute and, to the extent not so expressed as generally understood and applied in the United States, shall be the rules of decision in the courts of the Commonwealth, in the absence of written law or local customary law to the contrary; provided, that no person shall be subject to criminal prosecution except under the written law of the Commonwealth."[^cmc-3401-notice] For a multistate employer the takeaway is the inverse of the notice states: a CNMI employer neither has to give a statutory carve-out notice nor can rely on one to cure an overbroad clause. Any disclosure or assignment duty arises from the terms of the agreement itself, and — predictively, since no CNMI court has addressed the point in our review — the enforceability of those terms would be judged under the Restatement-expressed common law that § 3401 imports. ## Who owns an invention by default in the Northern Mariana Islands? {#default-ownership} **Short answer.** The inventor, unless hired to invent — as a prediction anchored in 7 CMC § 3401, not a local holding. No CNMI decision addresses employee-invention ownership in our review. The federal patent baseline is that rights in an invention belong to the person who conceived it, with a narrow exception for the employee hired to invent [^stanford-inventor][^dubilier-hired-to-invent], and the Restatement-expressed common law that § 3401 makes the rule of decision states the same default [^pang-gapfill-ownership]. The local and federal layers point the same way. The route to the default runs through the § 3401 cascade, which the NMI Supreme Court restated as recently as 2024 in *Pangelinan v. Pangelinan* [^pang-gapfill-ownership]. "first look to local written law, which includes our case law adopting and/or adapting Restatement provisions. To the extent local written law is lacking, the Restatement fills the gaps."[^pang-gapfill-ownership] No written or customary CNMI law addresses employee inventions, so the cascade lands on the Restatement-expressed common law. That is the same mechanical move the NMI Supreme Court made in *In re Commonwealth Development Authority* — a foreclosure case, but one that shows exactly the posture an invention-ownership dispute would present [^cda-no-local-law]. "the trial court did not clearly err by referring to the Restatement because CDA has not identified, and we cannot find, any written or local customary law that addresses whether judicial confirmation of a foreclosure sale may be denied on the basis of the foreclosure sale price."[^cda-no-local-law] The substance of the imported default is the one the U.S. Supreme Court has long described. *Stanford v. Roche* anchors the premise that ownership starts with the inventor [^stanford-inventor]. "Since 1790, the patent law has operated on the premise that rights in an invention belong to the inventor."[^stanford-inventor] The principal exception is the employee hired to invent. Under *United States v. Dubilier Condenser Corp.*, an employee engaged to make a particular invention who succeeds during the term of service must assign the resulting patent to the employer [^dubilier-hired-to-invent]. "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."[^dubilier-hired-to-invent] Short of hired-to-invent, an employee who was not bound by a written assignment but used the employer's time, tools, and materials leaves the employer with only an equitable shop right — a non-exclusive, royalty-free license to use the invention, not ownership of it. For the CNMI this convergence is drafting-friendly: whether a court reasons from the Restatement-expressed common law under § 3401 or from the federal patent baseline, the answer is the same — the employer owns nothing by default, so its rights are only as good as a written present-assignment (*hereby assigns*) clause that transfers title automatically on conception rather than promising a future assignment. ## Are trailing-assignment (holdover) clauses enforceable in the CNMI? {#holdover-clause-limit} **Short answer.** Unsettled. No CNMI court has addressed a trailing or holdover invention-assignment clause — or any employee-invention question — in our review, and there is no statutory cap because there is no invention-assignment statute at all. The best-anchored prediction is that a CNMI court would treat a holdover clause as a post-employment restraint and test it under the Restatement (Second) of Contracts reasonableness rules that 7 CMC § 3401 imports; both local restraint-of-trade decisions ran exactly that analysis, though neither involved inventions [^atalig-186-restraint][^aug-188-application]. The prediction rests on two local restraint cases, and their limits should be stated plainly. The older one, *Atalig v. M.I.C. Corp.*, is a 1987 decision of the Commonwealth Trial Court — trial-level, pre-dating the NMI Supreme Court, and arising from an exclusive-dealing arrangement rather than employment. It nonetheless shows a CNMI court reaching for the Restatement definition of a restraint of trade, which is broad enough to cover a clause that keeps an ex-employee assigning inventions after departure [^atalig-186-restraint]. "[a] promise is in restraint of trade if its performance would limit competition in any business or restrict the promisor in the exercise of a gainful occupation."[^atalig-186-restraint] *Atalig* also quoted the balancing factors a court weighs once a promise qualifies as a restraint [^atalig-186-balancing]. "Account is taken of such factors as the protection that it affords for the promisee's legitimate interests, the hardship that it imposes on the promisor, and the likely injury to the public."[^atalig-186-balancing] Twenty-five years later, in *August Healthcare Group, LLC v. Manglona*, the federal district court applied Restatement (Second) of Contracts § 188 to employee non-competes as CNMI law — and, in the same sentence, expressly declined to decide whether continued employment is sufficient consideration for a restraint signed after hire [^aug-188-application]. "the application of Section 188 of the Restatement is sufficient to address St. Michael’s request for a preliminary injunction and saves the issue of consideration for another day."[^aug-188-application] *August Healthcare* also shows what reasonableness review looks like in a small island market: the hardship limb carried the day, and the injunction was denied [^aug-livelihood]. "An injunction that bars Pelisamen and Takai from working for Priority Care would deprive the men of the ability to earn their livelihood in a highly specialized sector of health care on Saipan."[^aug-livelihood] The honest bottom line is a prediction built on a prediction. Neither restraint case involved inventions; *Atalig* is a trial-level order from 1987 and *August Healthcare* is a federal preliminary-injunction ruling, persuasive rather than binding on Commonwealth courts; and the binding NMI Supreme Court statements of the § 3401 cascade arise outside employment law entirely. What the authorities do support is the shape of the test: a holdover clause that sweeps in inventions conceived after employment ends would face the legitimate-interest, hardship, and public-injury balancing — with no duration safe harbor anywhere in CNMI law — and an overbroad clause is at meaningful risk under that balancing. > [!NOTE] > **Practice note.** > > Draft for the CNMI as if no invention-specific law exists, because none does: 7 CMC § 3401 points a court to the Restatements, and no Commonwealth statute or decision supplies a carve-out, a notice safe harbor, or a duration cap for the clause to lean on [^cmc-3401-practice]. Do not rest a mid-employment assignment agreement on continued employment alone — the one local decision to apply the Restatement restraint rules expressly left open whether continued employment is sufficient consideration for a restraint signed after hire, so provide independent, bargained-for consideration [^aug-188-application]. And keep any trailing clause short, narrow, and tied to information that is genuinely secret: the same decision, applying the Restatement-derived rule carried through Ninth Circuit case law, treated actual secrecy as the threshold and reasoned that matters readily observable in a small island market cannot be appropriated as secret [^aug-trade-secret-secrecy]. [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-07-02. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Northern Mariana Islands. This article synthesizes Northern Mariana Islands primary law and is not legal advice from a Northern Mariana Islands-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship. CC BY 4.0. Cite as Steven Obiajulu, *Employee Invention Assignment in the Northern Mariana Islands*, OpenAgreements (last updated July 2, 2026), https://openagreements.org/practice-guides/invention-assignment/us/cnmi. [^cmc-3401-reception]: **7 CMC § 3401** — "In all proceedings, the rules of the common law, as expressed in the restatements of the law approved by the American Law Institute and, to the extent not so expressed as generally understood and applied in the United States, shall be the rules of decision in the courts of the Commonwealth, in the absence of written law or local customary law to the contrary; provided, that no person shall be subject to criminal prosecution except under the written law of the Commonwealth." *7 CMC § 3401.* [^cda-rules-of-decision]: **In re Commonwealth Development Authority** — "In the absence of written law or local customary law, the Restatements of the Law ‘shall be the rules of decision in the courts of the Commonwealth.’ 7 CMC § 3401." *In re Commonwealth Development Authority, 2016 MP 4 (N. Mar. I. 2016).* [^aug-reception-analogy]: **August Healthcare Group, LLC v. Manglona** — "There is no specific law, statute, or custom in the CNMI governing covenants not to compete. In the absence of written law or local customary law, the CNMI looks to the United States common law as expressed in the Restatements. See 7 N. Mar. I. Code § 3401." *August Healthcare Grp., LLC v. Manglona, No. 1:12-cv-00008, 2012 WL 12926085 (D. N. Mar. I. Oct. 12, 2012).* [^cmc-3401-notice]: **7 CMC § 3401** — "In all proceedings, the rules of the common law, as expressed in the restatements of the law approved by the American Law Institute and, to the extent not so expressed as generally understood and applied in the United States, shall be the rules of decision in the courts of the Commonwealth, in the absence of written law or local customary law to the contrary; provided, that no person shall be subject to criminal prosecution except under the written law of the Commonwealth." *7 CMC § 3401.* [^stanford-inventor]: **Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Systems** — "Since 1790, the patent law has operated on the premise that rights in an invention belong to the inventor." *Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).* [^dubilier-hired-to-invent]: **United States v. Dubilier Condenser Corp.** — "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." *United States v. Dubilier Condenser Corp., 289 U.S. 178 (1933).* [^pang-gapfill-ownership]: **Pangelinan v. Pangelinan** — "first look to local written law, which includes our case law adopting and/or adapting Restatement provisions. To the extent local written law is lacking, the Restatement fills the gaps." *Pangelinan v. Pangelinan, 2024 MP 5.* [^cda-no-local-law]: **In re Commonwealth Development Authority** — "the trial court did not clearly err by referring to the Restatement because CDA has not identified, and we cannot find, any written or local customary law that addresses whether judicial confirmation of a foreclosure sale may be denied on the basis of the foreclosure sale price." *In re Commonwealth Development Authority, 2016 MP 4 (N. Mar. I. 2016).* [^atalig-186-restraint]: **Atalig v. M.I.C. Corp.** — "[a] promise is in restraint of trade if its performance would limit competition in any business or restrict the promisor in the exercise of a gainful occupation." *Atalig v. M.I.C. Corp., 3 N. Mar. I. Commw. 270 (N. Mar. I. Commw. Trial Ct. 1987).* [^aug-188-application]: **August Healthcare Group, LLC v. Manglona** — "the application of Section 188 of the Restatement is sufficient to address St. Michael’s request for a preliminary injunction and saves the issue of consideration for another day." *August Healthcare Grp., LLC v. Manglona, No. 1:12-cv-00008, 2012 WL 12926085 (D. N. Mar. I. Oct. 12, 2012).* [^atalig-186-balancing]: **Atalig v. M.I.C. Corp.** — "Account is taken of such factors as the protection that it affords for the promisee's legitimate interests, the hardship that it imposes on the promisor, and the likely injury to the public." *Atalig v. M.I.C. Corp., 3 N. Mar. I. Commw. 270 (N. Mar. I. Commw. Trial Ct. 1987).* [^aug-livelihood]: **August Healthcare Group, LLC v. Manglona** — "An injunction that bars Pelisamen and Takai from working for Priority Care would deprive the men of the ability to earn their livelihood in a highly specialized sector of health care on Saipan." *August Healthcare Grp., LLC v. Manglona, No. 1:12-cv-00008, 2012 WL 12926085 (D. N. Mar. I. Oct. 12, 2012).* [^cmc-3401-practice]: **7 CMC § 3401** — "In all proceedings, the rules of the common law, as expressed in the restatements of the law approved by the American Law Institute and, to the extent not so expressed as generally understood and applied in the United States, shall be the rules of decision in the courts of the Commonwealth, in the absence of written law or local customary law to the contrary; provided, that no person shall be subject to criminal prosecution except under the written law of the Commonwealth." *7 CMC § 3401.* [^aug-trade-secret-secrecy]: **August Healthcare Group, LLC v. Manglona** — "The subject matter of a trade secret must be secret. Matters of public knowledge or of general knowledge in an industry cannot be appropriated by one as his secret." *August Healthcare Grp., LLC v. Manglona, No. 1:12-cv-00008, 2012 WL 12926085 (D. N. Mar. I. Oct. 12, 2012).*