{ "type": "practice-guide", "canonical": "https://openagreements.org/practice-guides/invention-assignment/us/idaho", "links": [ { "rel": "self", "href": "https://openagreements.org/practice-guides/invention-assignment/us/idaho.json", "type": "application/json" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/invention-assignment/us/idaho", "type": "text/html" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/invention-assignment/us/idaho/markdown", "type": "text/markdown" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/invention-assignment/us/idaho/json", "type": "application/json" } ], "data": { "topic": "invention-assignment", "state": "idaho", "frontmatter": { "title": "Employee Invention Assignment in Idaho", "description": "Idaho has no employee-invention-assignment statute, so an assignment clause is bounded only by ordinary contract law, the common-law default rules, and the federal patent and copyright overlay — not a California-style own-time carve-out or notice requirement. Idaho's own Supreme Court has applied the inventor-first default, holding that absent express terms an employee keeps the fruits of his own ingenuity, and the enforceability of a post-employment holdover clause is unsettled because the ch. 44-27 covenant statute is textually scoped to restraints on direct competition.", "state": "Idaho", "lastReviewed": "2026-07-03", "license": "CC BY 4.0", "authors": [ "steven-obiajulu" ], "summary": { "bottomLine": "Idaho has no employee-invention-assignment statute, so an assignment clause is bounded only by ordinary contract law, the common-law default rules, and the federal patent and copyright overlay — not a California-style own-time carve-out or notice requirement; absent express terms the inventor owns (Idaho's own Supreme Court held that an employee is entitled to the fruits of his own ingenuity), and the enforceability of a post-employment holdover clause is unsettled because Idaho Code ch. 44-27 is textually scoped to restraints on direct competition and no Idaho decision found in our review addresses a trailing assignment.", "keyLaw": "No Idaho invention-assignment statute; Holders Manufacturers, Inc. v. Cudd, 80 Idaho 557, 335 P.2d 890 (1959); Idaho Code §§ 44-2701 to 44-2704; Stanford v. Roche, 563 U.S. 776 (2011)", "statutoryCarveOut": "none", "defaultOwnership": "employee", "employeeNoticeRequired": "n/a", "holdoverClauseLimit": "unsettled", "carveOutScope": "Idaho has no statutory own-time carve-out; the reach of an assignment clause is limited only by ordinary contract law, the common-law inventor-owns default (subject to the hired-to-invent exception and the employer's shop right), and the federal patent and copyright overlay, with the ch. 44-27 covenant framework at most a contested analogy for post-employment restraints." }, "about": [ "Idaho invention assignment", "Idaho no invention-assignment statute", "Idaho employee invention ownership", "Holders Manufacturers, Inc. v. Cudd", "Idaho Code sections 44-2701 to 44-2704", "Idaho hired to invent", "Idaho holdover trailing assignment" ], "translations": [ { "language": "中文", "status": "planned" }, { "language": "Español", "status": "planned" }, { "language": "Português", "status": "planned" }, { "language": "Deutsch", "status": "planned" } ], "relatedForm": { "slug": "openagreements-confidentiality-invention-assignment-agreement" } }, "questions": [ { "slug": "statutory-carve-out", "label": "Can the employer require assignment of every invention?", "heading": "Can an Idaho employer require assignment of every invention?", "answerText": "There is no statutory ceiling. Idaho has no employee-invention-assignment statute — nothing that voids the assignment of a true own-time, own-resource invention — so an assignment clause's reach is bounded only by ordinary contract law, the common-law inventor-owns default, and the federal patent and copyright overlay. The federal baseline the contract operates against is that rights in an invention belong to the inventor, and the one employment-restraint statute Idaho does have expressly lists intellectual property among the legitimate business interests an agreement may protect.", "sources": [ { "id": "stanford-baseline", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Systems", "citation": "Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).", "url": "https://www.courtlistener.com/opinion/218133/board-of-trustees-of-the-leland-stanford-junior-university-v-roche/", "deepLink": "https://www.courtlistener.com/opinion/218133/board-of-trustees-of-the-leland-stanford-junior-university-v-roche/#:~:text=Since%201790%2C%20the%20patent%20law,invention%20belong%20to%20the%20inventor.", "proposition": "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.", "verbatimQuote": "Since 1790, the patent law has operated on the premise that rights in an invention belong to the inventor.", "date": "2011-06-06", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/idaho#src-stanford-baseline" }, { "id": "idaho-44-2702-ip-interest", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Idaho Code § 44-2702", "citation": "Idaho Code § 44-2702(2).", "url": "https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2702/", "proposition": "Idaho Code § 44-2702(2) defines the legitimate business interests a post-employment covenant may protect to include an employer's intellectual property — the only Idaho statutory text that comes near employee inventions.", "verbatimQuote": "an employer’s goodwill, technologies, intellectual property, business plans, business processes and methods of operation, customers, customer lists, customer contacts and referral sources, vendors and vendor contacts, financial and marketing information, and trade secrets as that term is defined by chapter 8, title 48, Idaho Code.", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/idaho#src-idaho-44-2702-ip-interest" }, { "id": "battelle-clause-scope", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Battelle Energy Alliance, LLC v. Southfork Security, Inc.", "citation": "Battelle Energy Alliance, LLC v. Southfork Security, Inc., 980 F. Supp. 2d 1211 (D. Idaho 2013).", "url": "https://www.courtlistener.com/opinion/8729295/battelle-energy-alliance-llc-v-southfork-security-inc/", "deepLink": "https://www.courtlistener.com/opinion/8729295/battelle-energy-alliance-llc-v-southfork-security-inc/#:~:text=He%20agreed%20that%20any%20such,right%2C%20title%2C%20and%20interest%20therein.%E2%80%9D", "proposition": "Battelle Energy Alliance v. Southfork Security (D. Idaho 2013) construed an Idaho employment agreement's innovations clause as a present assignment of the developer's rights, yet denied the employer a preliminary injunction because the code had already been published, defeating irreparable harm.", "verbatimQuote": "He agreed that any such Innovations and Works for Hire were Battelle’s “sole and exclusive property” and “assign[ed] to BEA all of [his] right, title, and interest therein.”", "date": "2013-10-29", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/idaho#src-battelle-clause-scope" }, { "id": "battelle-ambiguity", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Battelle Energy Alliance, LLC v. Southfork Security, Inc.", "citation": "Battelle Energy Alliance, LLC v. Southfork Security, Inc., 3 F. Supp. 3d 852 (D. Idaho 2014).", "url": "https://www.courtlistener.com/opinion/7305089/battelle-energy-alliance-llc-v-southfork-security-inc/", "deepLink": "https://www.courtlistener.com/opinion/7305089/battelle-energy-alliance-llc-v-southfork-security-inc/#:~:text=The%20employment%20agreement%20is%20ambiguous,as%20to%20the%20parties%E2%80%99%20intentions.", "proposition": "Battelle Energy Alliance v. Southfork Security (D. Idaho 2014) denied the employer summary judgment because the innovations clause was ambiguous as applied to an unpaid leave of absence, leaving invention ownership to conflicting extrinsic evidence and a jury.", "verbatimQuote": "The employment agreement is ambiguous as to the disputed language and the parol evidence yields conflicting inferences as to the parties’ intentions.", "date": "2014-03-12", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/idaho#src-battelle-ambiguity" } ] }, { "slug": "employee-notice", "label": "Must the employer give the employee written notice of the carve-out?", "heading": "Must an Idaho employer notify the employee?", "answerText": "Not applicable. Because Idaho 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). Even the employment-restraint statute Idaho does have conditions enforceability on the covenant's reasonableness and the worker's status, not on any notice or disclosure formality.", "sources": [ { "id": "idaho-44-2701-no-notice", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Idaho Code § 44-2701", "citation": "Idaho Code § 44-2701.", "url": "https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2701/", "proposition": "Idaho Code § 44-2701, the state's one statute regulating post-employment restraints, conditions enforceability on reasonableness and a protectable business interest and imposes no notice or disclosure formality — so no Idaho statute requires notifying an employee about the scope of an invention assignment.", "verbatimQuote": "A key employee or key independent contractor may enter into a written agreement or covenant that protects the employer’s legitimate business interests and prohibits the key employee or key independent contractor from engaging in employment or a line of business that is in direct competition with the employer’s business after termination of employment, and the same shall be enforceable, if the agreement or covenant is reasonable as to its duration, geographical area, type of employment or line of business, and does not impose a greater restraint than is reasonably necessary to protect the employer’s legitimate business interests.", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/idaho#src-idaho-44-2701-no-notice" } ] }, { "slug": "default-ownership", "label": "Absent a written assignment, who owns the invention?", "heading": "Who owns an invention by default in Idaho?", "answerText": "The inventor, unless hired to invent — and unlike most states without an invention statute, Idaho has an on-point decision of its own Supreme Court applying that default. Absent express terms, an employee keeps the fruits of his own ingenuity; the federal baseline that rights belong to the inventor, and the narrow hired-to-invent exception, operate the same way in Idaho as elsewhere.", "sources": [ { "id": "cudd-fruits-of-ingenuity", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Holders Manufacturers, Inc. v. Cudd", "citation": "Holders Manufacturers, Inc. v. Cudd, 80 Idaho 557, 335 P.2d 890 (1959).", "url": "https://www.courtlistener.com/opinion/1373967/holders-manufacturers-inc-v-cudd/", "deepLink": "https://www.courtlistener.com/opinion/1373967/holders-manufacturers-inc-v-cudd/#:~:text=Unless%20there%20were%20express%20terms%2C,the%20acquisition%20of%20property%20rights.", "proposition": "Holders Manufacturers, Inc. v. Cudd holds that unless there were express terms, or the very nature of the employment requires otherwise, an employee is entitled to the fruits of his own ingenuity and inventiveness — the Idaho Supreme Court applying the inventor-first default and affirming judgment for a general manager who kept his inventions.", "verbatimQuote": "Unless there were express terms, or by the very nature of the employment, an employee is entitled to the fruits of his own ingenuity and inventiveness, as well as the acquisition of property rights.", "date": "1959-02-18", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/idaho#src-cudd-fruits-of-ingenuity" }, { "id": "stanford-inventor", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Systems", "citation": "Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).", "url": "https://www.courtlistener.com/opinion/218133/board-of-trustees-of-the-leland-stanford-junior-university-v-roche/", "deepLink": "https://www.courtlistener.com/opinion/218133/board-of-trustees-of-the-leland-stanford-junior-university-v-roche/#:~:text=Since%201790%2C%20the%20patent%20law,invention%20belong%20to%20the%20inventor.", "proposition": "Stanford v. Roche confirms the long-standing premise of U.S. patent law that rights in an invention belong to the inventor.", "verbatimQuote": "Since 1790, the patent law has operated on the premise that rights in an invention belong to the inventor.", "date": "2011-06-06", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/idaho#src-stanford-inventor" }, { "id": "stanford-traceback", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Systems", "citation": "Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).", "url": "https://www.courtlistener.com/opinion/218133/board-of-trustees-of-the-leland-stanford-junior-university-v-roche/", "deepLink": "https://www.courtlistener.com/opinion/218133/board-of-trustees-of-the-leland-stanford-junior-university-v-roche/#:~:text=Thus%2C%20although%20others%20may%20acquire,trace%20back%20to%20the%20inventor.", "proposition": "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.", "verbatimQuote": "Thus, although others may acquire an interest in an invention, any such interest — as a general rule — must trace back to the inventor.", "date": "2011-06-06", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/idaho#src-stanford-traceback" }, { "id": "dubilier-hired-to-invent", "authorityType": "case-law", "tier": "primary-source-backed", "title": "United States v. Dubilier Condenser Corp.", "citation": "United States v. Dubilier Condenser Corp., 289 U.S. 178 (1933).", "url": "https://www.courtlistener.com/opinion/1087847/united-states-v-dubilier-condenser-corp/", "deepLink": "https://www.courtlistener.com/opinion/1087847/united-states-v-dubilier-condenser-corp/#:~:text=One%20employed%20to%20make%20an,his%20employer%20any%20patent%20obtained.", "proposition": "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.", "verbatimQuote": "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.", "date": "1933-05-08", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/idaho#src-dubilier-hired-to-invent" } ] }, { "slug": "holdover-clause-limit", "label": "Are post-employment trailing-assignment clauses enforceable?", "heading": "Are trailing-assignment (holdover) clauses enforceable in Idaho?", "answerText": "Unsettled — and the uncertainty runs deeper than in most no-statute states, because it is not even settled which framework applies. No Idaho decision found in our review addresses a post-employment trailing assignment, and a court could take any of three paths: treat the clause as a common-law restraint of trade judged under the reasonableness test, treat it as a covenant inside the ch. 44-27 statute with its eighteen-month direct-competition presumption and mandatory-reformation rule, or hold that neither body of restraint law applies at all because a trailing clause assigns title rather than prohibiting employment.", "sources": [ { "id": "freiburger-disfavored", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Freiburger v. J-U-B Engineers, Inc.", "citation": "Freiburger v. J-U-B Engineers, Inc., 141 Idaho 415, 111 P.3d 100 (2005).", "url": "https://www.courtlistener.com/opinion/2534334/freiburger-v-j-u-b-engineers-inc/", "deepLink": "https://www.courtlistener.com/opinion/2534334/freiburger-v-j-u-b-engineers-inc/#:~:text=Restrictive%20covenants%20not%20to%20compete,strictly%20construed%20against%20the%20employer.", "proposition": "Freiburger v. J-U-B Engineers holds that restrictive covenants in employment contracts, though enforceable, are disfavored under Idaho common law and strictly construed against the employer — the baseline a trailing invention-assignment clause would face if treated as a restraint.", "verbatimQuote": "Restrictive covenants not to compete in an employment contract, though enforceable, are disfavored and will be strictly construed against the employer.", "date": "2005-03-24", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/idaho#src-freiburger-disfavored" }, { "id": "freiburger-three-part-test", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Freiburger v. J-U-B Engineers, Inc.", "citation": "Freiburger v. J-U-B Engineers, Inc., 141 Idaho 415, 111 P.3d 100 (2005).", "url": "https://www.courtlistener.com/opinion/2534334/freiburger-v-j-u-b-engineers-inc/", "deepLink": "https://www.courtlistener.com/opinion/2534334/freiburger-v-j-u-b-engineers-inc/#:~:text=a%20covenant%20not%20to%20compete%20is,not%20injurious%20to%20the%20public.", "proposition": "Freiburger v. J-U-B Engineers states Idaho's three-part common-law reasonableness test for employment restraints — no greater than necessary for a legitimate business interest, not unduly harsh and oppressive to the employee, and not injurious to the public.", "verbatimQuote": "a covenant not to compete is reasonable only if the covenant: (1) is not greater than is necessary to protect the employer in some legitimate business interest; (2) is not unduly harsh and oppressive to the employee; and (3) is not injurious to the public.", "date": "2005-03-24", "pullQuoteLocator": "a covenant not to compete is|not injurious to the public.", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/idaho#src-freiburger-three-part-test" }, { "id": "idaho-44-2704-direct-competition-presumption", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Idaho Code § 44-2704", "citation": "Idaho Code § 44-2704(1).", "url": "https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2704/", "proposition": "Idaho Code § 44-2704(1) presumptively caps postemployment restrictions of direct competition at eighteen months absent additional consideration, while its savings clause preserves protections for trade secrets and proprietary information — a direct-competition rule no court found in our review has applied to invention assignments.", "verbatimQuote": "Under no circumstances shall a provision of such agreement or covenant, as set forth herein, establish a postemployment restriction of direct competition that exceeds a period of eighteen (18) months from the time of the key employee’s or key independent contractor’s termination unless consideration, in addition to employment or continued employment, is given to a key employee or key independent contractor. Nothing in this chapter shall be construed to limit a party’s ability to otherwise protect trade secrets or other information deemed proprietary or confidential.", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/idaho#src-idaho-44-2704-direct-competition-presumption" }, { "id": "idaho-44-2703-mandatory-reformation", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Idaho Code § 44-2703", "citation": "Idaho Code § 44-2703.", "url": "https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2703/", "proposition": "Idaho Code § 44-2703 makes judicial reformation of an unreasonable ch. 44-27 covenant mandatory — a court shall limit or modify the covenant and specifically enforce it as modified — so within the chapter, overbroad drafting is trimmed rather than voided.", "verbatimQuote": "To the extent any such agreement or covenant is found to be unreasonable in any respect, a court shall limit or modify the agreement or covenant as it shall determine necessary to reflect the intent of the parties and render it reasonable in light of the circumstances in which it was made and specifically enforce the agreement or covenant as limited or modified.", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/idaho#src-idaho-44-2703-mandatory-reformation" }, { "id": "idaho-44-2701-direct-competition-scope", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Idaho Code § 44-2701", "citation": "Idaho Code § 44-2701.", "url": "https://legislature.idaho.gov/statutesrules/idstat/Title44/T44CH27/SECT44-2701/", "proposition": "Idaho Code § 44-2701's operative text reaches covenants that prohibit a key employee or key independent contractor from engaging in employment or a line of business in direct competition with the employer — so a trailing assignment clause, which transfers title rather than prohibiting employment, arguably falls outside the chapter.", "verbatimQuote": "A key employee or key independent contractor may enter into a written agreement or covenant that protects the employer’s legitimate business interests and prohibits the key employee or key independent contractor from engaging in employment or a line of business that is in direct competition with the employer’s business after termination of employment, and the same shall be enforceable, if the agreement or covenant is reasonable as to its duration, geographical area, type of employment or line of business, and does not impose a greater restraint than is reasonably necessary to protect the employer’s legitimate business interests.", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/idaho#src-idaho-44-2701-direct-competition-scope" }, { "id": "nw-bec-corp-employee-mobility", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Northwest Bec-Corp v. Home Living Service", "citation": "Northwest Bec-Corp v. Home Living Service, 136 Idaho 835, 41 P.3d 263 (2002).", "url": "https://www.courtlistener.com/opinion/2600800/northwest-bec-corp-v-home-living-service/", "deepLink": "https://www.courtlistener.com/opinion/2600800/northwest-bec-corp-v-home-living-service/#:~:text=An%20employee%20will%20naturally%20take,her%20livelihood%20by%20changing%20employers.", "proposition": "Northwest Bec-Corp v. Home Living Service recognizes Idaho's employee-mobility principle — a departing employee naturally takes her skills, training, and knowledge to the next employer, and that transfer cannot be stopped without stopping her from working — a policy headwind for assignment clauses that sweep in everything a former employee later conceives.", "verbatimQuote": "An employee will naturally take with her to a new company the skills, training, and knowledge she has acquired from her time with her previous employer. This basic transfer of information cannot be stopped, unless an employee is not allowed to pursue her livelihood by changing employers.", "date": "2002-01-18", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/idaho#src-nw-bec-corp-employee-mobility" }, { "id": "battelle-ambiguity-practice", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Battelle Energy Alliance, LLC v. Southfork Security, Inc.", "citation": "Battelle Energy Alliance, LLC v. Southfork Security, Inc., 3 F. Supp. 3d 852 (D. Idaho 2014).", "url": "https://www.courtlistener.com/opinion/7305089/battelle-energy-alliance-llc-v-southfork-security-inc/", "deepLink": "https://www.courtlistener.com/opinion/7305089/battelle-energy-alliance-llc-v-southfork-security-inc/#:~:text=The%20employment%20agreement%20is%20ambiguous,as%20to%20the%20parties%E2%80%99%20intentions.", "proposition": "Battelle Energy Alliance v. Southfork Security (D. Idaho 2014) denied the employer summary judgment because the innovations clause was ambiguous as applied to an unpaid leave of absence, leaving invention ownership to conflicting extrinsic evidence and a jury.", "verbatimQuote": "The employment agreement is ambiguous as to the disputed language and the parol evidence yields conflicting inferences as to the parties’ intentions.", "date": "2014-03-12", "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/idaho#src-battelle-ambiguity-practice" } ] } ] } }