Can a Colorado employer require assignment of every invention?
There is no statutory ceiling. Unlike California or New York, Colorado has no employee-invention-assignment statute — nothing that voids an assignment of a true own-time, own-resource invention — so an assignment clause's reach is bounded by ordinary contract law, the common-law inventor-owns default, and the federal patent overlay. The one Colorado-specific outer limit is restraint-of-trade law — where an assignment clause operates as a post-employment restraint, C.R.S. § 8-2-113 makes covenants not to compete void unless a statutory exception applies. On a touch screen, a tap shows all 2 sources in this group.
Because there is no statute on point, the limits come from general principles rather than a legislative carve-out. A full-text search of the Colorado Revised Statutes, current through the 2025 First Extraordinary Session, surfaces no employee-invention provision in the labor, employment, or corporations titles — no California Labor Code § 2870 analogue and no New York Labor Law § 203-f analogue. Colorado's restrictive-covenant statute, C.R.S. § 8-2-113, contains no invention, patent, or intellectual-property-assignment language of its own; its only intellectual-property hook is trade secrets, as the legitimate interest a compliant covenant must protect. A Colorado employer therefore starts from contract law, not a statutory ceiling on what an assignment promise may capture.
Colorado's own case law confirms that the contract is the vehicle. In Hewett v. Samsonite Corp., the Colorado Court of Appeals refused to award an employer any title to an employee's invention where the employee was neither hired to invent nor bound by an express assignment .
Hewett also polices how the employer obtains the promise. The court rejected the argument that merely continuing an existing job supplies consideration for a mid-employment assignment of invention rights .
The substantive default the contract operates against is the federal patent premise restated in Stanford v. Roche: absent an effective assignment, rights in an invention belong to the person who conceived it .
The practical consequence is that a Colorado 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 is still an ordinary contract term subject to contract-law defenses — including Hewett's consideration rule — and where it restrains what a person may do after employment, it runs into Colorado's statutory treatment of covenants not to compete .
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C.R.S. § 8-2-113(2)(a) makes a covenant not to compete that restricts the right of an individual to receive compensation for performance of labor void except as subsections (2)(b), (2)(d), and (3) of the section provide — the general restraint-of-trade bound an aggressive assignment clause would face in Colorado if it operates as a post-employment restraint.
Except as provided in subsections (2)(b), (2)(d), and (3) of this section, a covenant not to compete that restricts the right of an individual to receive compensation for performance of labor is void.
See Colo. Rev. Stat. § 8-2-113(2)(a) (2025).
Hewett v. Samsonite Corp. denied the employer any claim to an employee's invention where the employee was neither hired nor paid to invent and had signed no express assignment — so in Colorado the assignment clause itself, not a statute, defines what the employer may claim.
In the case at hand Hewett was neither hired nor paid to invent, and he had not signed any express agreement as some of Samsonite's employees were required to do whereby Samsonite would be entitled to a conveyance or assignment of the employees' rights to inventions or patents.
See Hewett v. Samsonite Corp., 32 Colo. App. 150, 507 P.2d 1119 (1973).
Hewett v. Samsonite Corp. holds that mere continuation of already-bargained-for employment is not sufficient consideration to support an assignment of invention or patent rights — a contract-law limit on imposing an assignment mid-employment in Colorado.
we find none to bolster Samsonite's contention that continuation of employment, such employment already having been mutually bargained for, is sufficient consideration to support an assignment of invention or patent rights.
See Hewett v. Samsonite Corp., 32 Colo. App. 150, 507 P.2d 1119 (1973).
Stanford v. Roche confirms the long-standing premise of U.S. patent law that rights in an invention belong to the inventor, the baseline against which any assignment clause is measured.
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).
Must a Colorado employer notify the employee?
Not applicable. Because Colorado has no invention-assignment statute, there is no statutory carve-out to notify the employee about and no notice requirement of the kind California imposes under Labor Code § 2872 or Washington imposes under RCW 49.44.140(3). What Colorado enforces instead is contractual: the employer takes title to an employee invention only through a plain and unambiguous contract obligation .
There is nothing to give notice of. A notice requirement exists in California and Washington precisely to alert the employee to a statutory own-time carve-out that limits the assignment; Colorado has enacted no such carve-out, so there is no statutory line for a notice to mark. This is why the entry is marked not applicable rather than a bare no: the question presupposes a statutory carve-out that Colorado does not have.
Where Colorado does police an employer's claim to an employee invention, it looks to the contract's terms. Hewett v. Samsonite Corp. makes the point from the employer's side — even where the employer had acquired shop rights from the employee's use of company time and materials, no title passed without an express contractual obligation .
One nearby statute is worth distinguishing. C.R.S. § 8-2-113(4) does impose a separate, signed notice formality — before a prospective worker accepts the offer, or at least fourteen days ahead for a current worker — but only for covenants not to compete that are otherwise permissible under the statute's exceptions .
That is a restrictive-covenant formality, not an invention-assignment notice: it attaches to an ordinary invention-assignment clause only if that clause qualifies as a covenant not to compete, a characterization no Colorado decision found in our review has made. For a multistate employer the takeaway is the inverse of the notice states: a Colorado employer neither has to give a § 2872-style invention notice nor can rely on one to cure an overbroad clause.
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Hewett v. Samsonite Corp. holds that even accrued shop rights pass no title to an employee invention absent a plain and unambiguous contract obligation — so in Colorado any assignment duty arises from the agreement itself rather than from a notice-requiring statute.
Though shop rights have accrued to Samsonite, no title to such invention passed to it by virtue of such rights in the absence of a plain and unambiguous contract obligation by Hewett.
See Hewett v. Samsonite Corp., 32 Colo. App. 150, 507 P.2d 1119 (1973).
C.R.S. § 8-2-113(4)(a) voids an otherwise-permissible covenant not to compete unless separate notice of the covenant and its terms is given — before the offer is accepted for a prospective worker, or at least fourteen days in advance for a current worker — a restrictive-covenant formality distinct from any invention-assignment notice.
Any covenant not to compete that is otherwise permissible under subsection (2) or (3) of this section is void unless notice of the covenant not to compete and the terms of the covenant not to compete are provided to:
See Colo. Rev. Stat. § 8-2-113(4)(a) (2025).
Who owns an invention by default in Colorado?
The inventor, unless hired to invent. Absent a written assignment, Colorado follows the common-law rule that an invention is the property of the inventor who conceived, developed, and perfected it, and mere employment does not by itself require assignment to the employer. The exception is the employee whose job duties include inventing or solving the particular problem the invention answers. On a touch screen, a tap shows all 2 sources in this group.
Colorado's modern statement of the default comes from Scott System, Inc. v. Scott .
The same opinion states the hired-to-invent exception in functional terms — duties, not titles .
The foundational Colorado authority is Hewett v. Samsonite Corp., where the Court of Appeals applied both halves of the rule: the employee owned his invention because he was neither hired nor paid to invent and had signed no express assignment .
Hewett also fixes the ceiling on the employer's fallback position. Where the employee used company time, tools, and materials, the employer earns a shop right — a non-exclusive license to use the invention — but a shop right is not title .
Both decisions come from the Colorado Court of Appeals; no Colorado Supreme Court decision on employee-invention ownership was found in our review. The federal restatement of the framework matches. 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 .
And Stanford v. Roche anchors the baseline all of this operates against: ownership springs from invention, so an employer's title is derivative of an assignment .
Because ownership starts with the inventor and Colorado has no statute filling the gap, the dependable path for an employer is a written present-assignment (hereby assigns) clause that transfers legal title automatically on conception, rather than a future promise to assign, an after-the-fact hired-to-invent argument that turns on what the employee's duties actually were, or a shop right that licenses use but passes no title.
Sources for this answer
Scott System, Inc. v. Scott states Colorado's common-law default that an invention is the property of the inventor who conceived, developed, and perfected it, and that employment alone does not require assignment to the employer.
Generally, an invention is the property of the inventor who conceived, developed, and perfected it. Hence, the mere fact that the inventor was employed by another at the time of the invention does not mean that that inventor is required to assign the patent rights to the employer.
See Scott System, Inc. v. Scott, 996 P.2d 775 (Colo. App. 2000).
Scott System, Inc. v. Scott frames Colorado's hired-to-invent exception functionally — an invention created while performing job duties that include inventing or solving the particular problem belongs to the employer.
If an employee’s job duties include the responsibility for inventing or for solving a particular problem that requires invention, any invention created by that employee during the performance of those responsibilities belongs to the employer.
See Scott System, Inc. v. Scott, 996 P.2d 775 (Colo. App. 2000).
Hewett v. Samsonite Corp. holds that an employee who was neither hired nor paid to invent and signed no express assignment owns his invention — the employee-ownership default for general employees in Colorado.
In the case at hand Hewett was neither hired nor paid to invent, and he had not signed any express agreement as some of Samsonite's employees were required to do whereby Samsonite would be entitled to a conveyance or assignment of the employees' rights to inventions or patents.
See Hewett v. Samsonite Corp., 32 Colo. App. 150, 507 P.2d 1119 (1973).
Hewett v. Samsonite Corp. holds that a shop right earned through the employee's use of company time and materials is a license to use the invention, not title — no ownership passes absent a plain and unambiguous contract obligation.
Though shop rights have accrued to Samsonite, no title to such invention passed to it by virtue of such rights in the absence of a plain and unambiguous contract obligation by Hewett.
See Hewett v. Samsonite Corp., 32 Colo. App. 150, 507 P.2d 1119 (1973).
United States v. Dubilier Condenser Corp. holds that an employee hired to make an invention who succeeds during the term of service is bound to assign the resulting patent to the employer.
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).
Stanford v. Roche confirms the long-standing premise of U.S. patent law that rights in an invention belong to the inventor, so an employer's title is derivative of an assignment from the employee-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).
Are trailing-assignment (holdover) clauses enforceable in Colorado?
Most likely tested for reasonableness, but the invention-specific application is undecided. No Colorado decision found in our review has addressed a post-employment holdover invention-assignment clause, and none has applied C.R.S. § 8-2-113 to one. What Colorado does have is a well-settled reasonableness rule for covenants not to compete and, for agreements entered into on or after August 10, 2022, a statute that voids such covenants unless the worker is highly compensated and the restraint is no broader than reasonably necessary to protect trade secrets. That combined framework is what a Colorado court would most likely reach for if asked to enforce a clause sweeping in inventions conceived after employment ends. On a touch screen, a tap shows all 2 sources in this group.
The common-law baseline is long settled. In Zeff, Farrington & Associates, Inc. v. Farrington, the Colorado Supreme Court stated the rule for covenants not to compete .
Zeff predates the 2022 rewrite of § 8-2-113 (HB 22-1317), but the current statute expressly carries that older case law forward .
The post-statute formulation makes the same point from the other direction: clearing the statute is necessary but not sufficient. In National Graphics Co. v. Dilley, the Court of Appeals held that a covenant that survives § 8-2-113 must still be reasonable .
Since August 10, 2022, the statutory layer does most of the work for anything characterized as a covenant not to compete. The rewritten § 8-2-113 voids such covenants outright, subject to a narrow exception for highly compensated workers whose covenants are tailored to trade secrets — an exception that, for covenants entered into or renewed on or after August 6, 2025, is unavailable no matter what the individual earns where the covenant restricts the practice of medicine, advanced practice registered nursing, or dentistry .
The highly-compensated threshold is year-indexed, not static: it is set annually by the Colorado Department of Labor and Employment's PAY CALC order, and for 2026 it stands at $130,014. Because the exception applies only if the worker clears the threshold both when the covenant is signed and when it is enforced, the operative figure depends on both years. One more feature matters for multistate employers — § 8-2-113(6) locks in Colorado law and a Colorado forum for covered workers, overriding contrary choice-of-law clauses .
Applying this framework to holdover assignments is a prediction, not a holding. The uncertainty comes from missing case law rather than ambiguous doctrine: no Colorado decision found in our review has decided whether a trailing invention-assignment clause is a covenant not to compete under § 8-2-113, and no pre-2022 Colorado decision found in our review addressed holdover clauses under the common-law reasonableness rule either. A clause that captures inventions an ex-employee conceives after leaving restrains what that person can profitably do next, which is why the restraint framework — rather than ordinary ownership law — is the likely testing ground. The safe reading is that an overbroad trailing clause is at meaningful risk in Colorado: if characterized as a covenant not to compete, it is void unless the worker is highly compensated and the clause is tailored to trade secrets, and even a clause that clears the statute must still satisfy the reasonableness rule.
Sources for this answer
Zeff, Farrington & Associates, Inc. v. Farrington states the Colorado Supreme Court's well-settled rule that reasonable covenants not to compete will be enforced and that reasonableness depends on the facts of each case — the common-law standard a holdover assignment clause would most likely be measured against.
The rule is well-settled in Colorado that reasonable covenants not to compete will be enforced and that what is reasonable depends upon the facts of each case.
See Zeff, Farrington & Assocs., Inc. v. Farrington, 168 Colo. 508, 449 P.2d 813 (1969).
C.R.S. § 8-2-113(1) expressly preserves pre-August 10, 2022 state and federal case law defining what counts as a prohibited covenant not to compete and how a trade-secret covenant must be tailored — so Colorado's older reasonableness case law continues to operate inside the rewritten statutory regime.
The general assembly intends to preserve existing state and federal case law in effect before August 10, 2022, that: (a) Defines what counts as a covenant not to compete that is prohibited by this section; and (b) Specifies the extent to which a covenant not to compete for the protection of trade secrets must be tailored in scope in order to be enforceable under this section.
See Colo. Rev. Stat. § 8-2-113(1) (2025).
National Graphics Co. v. Dilley holds that even a covenant not void under § 8-2-113 must satisfy the rule of reasonableness as to duration and geographic scope — clearing the statute is necessary but not sufficient for enforcement in Colorado.
We conclude that even if a non-competition clause is not void under § 8-2-113, C.R.S., to be enforceable it must satisfy the rule of reasonableness as to both duration and geographic scope.
See Nat'l Graphics Co. v. Dilley, 681 P.2d 546 (Colo. App. 1984).
C.R.S. § 8-2-113(2)(b) exempts from the voidness rule only covenants governing individuals who meet the highly-compensated threshold at signing and at enforcement, and only where the covenant protects trade secrets and is no broader than reasonably necessary — and, as amended in 2025, never a covenant restricting the practice of medicine, advanced practice registered nursing, or dentistry, whatever the individual earns. This is the exception a holdover assignment clause would have to fit if characterized as a covenant not to compete.
Except for a covenant not to compete that restricts the practice of medicine, the practice of advanced practice registered nursing, or the practice of dentistry in this state, this subsection (2) does not apply to a covenant not to compete governing an individual who, at the time the covenant not to compete is entered into and at the time it is enforced, earns an amount of annualized cash compensation equivalent to or greater than the threshold amount for highly compensated workers, if the covenant not to compete is for the protection of trade secrets and is no broader than is reasonably necessary to protect the employer's legitimate interest in protecting trade secrets.
See Colo. Rev. Stat. § 8-2-113(2)(b) (2025).
C.R.S. § 8-2-113(6) makes Colorado law govern the enforceability of a covenant not to compete for a worker who primarily resided and worked in Colorado at termination, notwithstanding any contrary contractual choice-of-law provision — and bars requiring such a worker to adjudicate enforceability outside Colorado.
Notwithstanding any contractual provision to the contrary, Colorado law governs the enforceability of a covenant not to compete for a worker who, at the time of termination of employment, primarily resided and worked in Colorado.
See Colo. Rev. Stat. § 8-2-113(6) (2025).
Hewett v. Samsonite Corp. holds that even accrued shop rights pass no title to an employee invention absent a plain and unambiguous contract obligation — so in Colorado any assignment duty arises from the agreement itself rather than from a notice-requiring statute.
Though shop rights have accrued to Samsonite, no title to such invention passed to it by virtue of such rights in the absence of a plain and unambiguous contract obligation by Hewett.
See Hewett v. Samsonite Corp., 32 Colo. App. 150, 507 P.2d 1119 (1973).
Scott System, Inc. v. Scott states Colorado's common-law default that an invention is the property of the inventor who conceived, developed, and perfected it, and that employment alone does not require assignment to the employer.
Generally, an invention is the property of the inventor who conceived, developed, and perfected it. Hence, the mere fact that the inventor was employed by another at the time of the invention does not mean that that inventor is required to assign the patent rights to the employer.
See Scott System, Inc. v. Scott, 996 P.2d 775 (Colo. App. 2000).
Do not assume a Colorado employee works like a California or Washington one. There is no invention-assignment statute here, so there is no statutory carve-out to rely on and no notice safe harbor — the employer's claim to an employee invention rises or falls on a plain and unambiguous contract obligation . Draft with present-assignment (hereby assigns) language so title passes automatically, because an invention is generally the property of the inventor who conceived, developed, and perfected it . Keep any trailing or holdover assignment narrow, short, and tied to identifiable trade secrets: no Colorado decision found in our review has applied § 8-2-113 to a holdover invention-assignment clause, but if a court characterizes one as a covenant not to compete, it is void unless the worker meets the year-indexed highly-compensated threshold at signing and at enforcement and the clause is no broader than reasonably necessary to protect trade secrets — and even a clause that clears the statute must still satisfy Colorado's rule of reasonableness as to duration and scope .
What does federal law require a confidentiality and invention assignment agreement in Colorado 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.
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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).