Can an Iowa employer require assignment of every invention?
There is no statutory ceiling. Unlike California or New York, Iowa 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 reasonableness limits Iowa applies to restraints arising from employment. The Iowa Supreme Court has said that the enforceability of assignment-of-rights agreements turns on reasonableness, and the baseline that contract law operates against is that rights in an invention belong to the inventor. 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. The only invention-titled chapter in the Iowa Code, chapter 523G (Invention Development Services), is a consumer-protection law regulating contracts between fee-charging invention developers and their customers — where the Iowa legislature has acted on inventions, it has protected inventors as consumers, not regulated what an employment assignment clause may reach. The education-sector provisions are equally far afield: Iowa Code § 262.9(12) lets the Board of Regents, with the inventor's consent, patent or take assignment of inventions of students, instructors, and officials, and § 260C.14(7) is the community-college analogue — consent-based enabling provisions, not private-employment restraints. There is no Iowa analogue to California Labor Code § 2870.
What Iowa supplies instead is a reasonableness framework. In Revere Transducers, Inc. v. Deere & Co., the Iowa Supreme Court analyzed an employee invention-assignment agreement under the same reasonableness inquiry it applies to restrictive covenants .
The substantive default that Iowa contract law 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 an Iowa 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 provision is a restraint arising from the employment relationship, and Iowa tests such restraints for reasonableness rather than enforcing them mechanically. There is simply no statutory own-time/own-resource safe harbor for the employee to invoke and no statutory ceiling for the drafter to code around.
Sources for this answer
Revere Transducers, Inc. v. Deere & Co. holds that the enforceability of an employee assignment-of-rights agreement turns on reasonableness — so in Iowa the ceiling on an assignment clause is the restrictive-covenant reasonableness inquiry, not a statutory carve-out.
The determining factor of whether assignment-of-rights-agreements are enforceable seems to be one of reasonableness.
See Revere Transducers, Inc. v. Deere & Co., 595 N.W.2d 751 (Iowa 1999).
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 an Iowa employer notify the employee?
Not applicable. Because Iowa 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 Iowa enforces instead is contractual: disclosure and assignment duties arise from the terms of the agreement itself, and the Iowa Supreme Court has upheld such provisions as reasonable contract terms .
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; Iowa 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 Iowa does not have.
Where Iowa does impose disclosure and assignment duties, they come from the contract, not a statute. In Revere Transducers, Inc. v. Deere & Co., the agreement required employees to disclose inventions in writing during employment and assigned covered inventions to the company, and the Iowa Supreme Court sustained the assignment provision after testing it for reasonableness .
“We further conclude that the invention assignment provision is reasonable and enforceable.”
For a multistate employer the takeaway is the inverse of the notice states: an Iowa employer neither has to give a § 2872-style notice nor can rely on one to cure an overbroad clause. The enforceability of the assignment turns entirely on the contract language and Iowa's reasonableness limits, not on any statutory notice or disclosure formality.
Sources for this answer
Revere Transducers, Inc. v. Deere & Co. upheld an employee invention-assignment provision as reasonable and enforceable, showing that Iowa disclosure and assignment duties are creatures of contract tested for reasonableness rather than statutory obligations with notice formalities.
We further conclude that the invention assignment provision is reasonable and enforceable.
See Revere Transducers, Inc. v. Deere & Co., 595 N.W.2d 751 (Iowa 1999).
Who owns an invention by default in Iowa?
The inventor, unless hired to invent. Iowa adopted the common-law inventor-owns default in Bandag, Inc. v. Morenings: absent an express or implied agreement, an invention and the patent secured for it belong to the employee who conceived it, even if it was made during employment and relates to the employer's business. The narrow exception is the employee hired to invent, whose resulting invention the employer may claim. On a touch screen, a tap shows all 2 sources in this group.
Bandag, Inc. v. Morenings anchors the Iowa default. A tire-recapping company sued its former self-taught chief chemist over a polyurethane bonding formula he developed; there was no written assignment, and the Iowa Supreme Court affirmed dismissal — the employee owned the invention. The court explained why it would not lightly read an assignment into the employment relationship .
The rule the court adopted, quoting Williston on Contracts, is the inventor-owns default .
The same premise anchors the federal overlay. In Stanford v. Roche, the Supreme Court treated the inventor-owns rule as the baseline against which any assignment is measured .
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 . In Bandag, the court held that the employer had not shown the circumstances the law requires before an employer takes title to a formula its employee developed during the employment .
Short of that, where the employee is neither hired to invent nor bound by a written assignment but has used the employer's time, tools, and materials to reach a concrete result, the employer's remedy under the Dubilier framework is only an equitable shop right — a non-exclusive license to use the invention, not ownership of it. Bandag discussed the shop-right doctrine but the issue was not pleaded, and no Iowa appellate decision found in our review has squarely awarded one. Because ownership therefore starts with the inventor and Iowa 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 that leaves the employer with a mere equitable claim.
Sources for this answer
Bandag, Inc. v. Morenings states that courts are reluctant to infer or imply an agreement by an employee to assign patents to the employer, so an Iowa employer needs an express assignment rather than an implied one.
Courts are reluctant to infer or imply an agreement by an employee to assign patents to the employer due to a recognition of the peculiar nature of the act of invention.
See Bandag, Inc. v. Morenings, 259 Iowa 998, 146 N.W.2d 916 (1966).
Bandag, Inc. v. Morenings, quoting Williston on Contracts, adopts the rule that absent special agreement an invention and the patent secured for it belong to the inventor, even when the invention was made during employment and relates to the work the inventor was employed to do.
In the absence of special agreement to the contrary, an invention and a patent secured for it belong to the inventor, even though the invention was made during the period of his employment, and the invention relates to the matter in which the inventor was employed.
See Bandag, Inc. v. Morenings, 259 Iowa 998, 146 N.W.2d 916 (1966).
Bandag, Inc. v. Morenings affirms the dismissal of the employer's claim to title in a formula its chemist developed during employment, because the employer did not prove the circumstances the law requires, such as an agreement or a hiring to invent, before an employer takes title to an employee's invention.
We have considered each assignment relied on by plaintiff for reversal but fail to find circumstances which the law requires for awarding to an employer the right and title to a process or formula discovered or developed by his employee during the term of his employment.
See Bandag, Inc. v. Morenings, 259 Iowa 998, 146 N.W.2d 916 (1966).
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).
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).
Are trailing-assignment (holdover) clauses enforceable in Iowa?
Reasonableness is the only limit. There is no statutory temporal cap because there is no invention-assignment statute at all, and the Iowa Supreme Court has applied its restrictive-covenant reasonableness test directly to an employee invention-assignment agreement — upholding provisions that included a one-year post-termination nondisclosure of inventions. But the clause upheld assigned inventions made during employment; no Iowa decision found in our review adjudicates a true holdover clause assigning inventions first conceived after employment ends. On a touch screen, a tap shows all 2 sources in this group.
Revere Transducers, Inc. v. Deere & Co. is the assignment-specific authority. The agreement there required written disclosure of inventions during employment, imposed a one-year post-termination nondisclosure obligation covering inventions related to the company's methods, processes, and goods, and assigned covered inventions to the company in the present tense. The Iowa Supreme Court did not treat those provisions as ordinary contract terms to be enforced mechanically; it asked whether they were reasonable .
The content of that inquiry is Iowa's established three-prong restrictive-covenant test, which Revere recited from the state's noncompete line (Lamp v. American Prosthetics and Iowa Glass Depot v. Jindrich ) and applied to the invention provisions .
The scope gap matters. The assignment upheld in Revere covered inventions made during the period of employment; the only trailing component was the one-year post-termination nondisclosure of inventions, not an assignment of inventions conceived after the employee left. So a true holdover assignment — a clause claiming ownership of what a former employee invents after departure — has never been adjudicated by an Iowa appellate court in our review. What Revere does establish is the framework such a clause would face, and in setting out the law on assignment agreements the court cited the New Jersey Supreme Court's leading holdover-clause decision . That decision, Ingersoll-Rand Co. v. Ciavatta, holds holdover agreements enforceable when reasonable ; it is nonbinding in Iowa but indicates the analysis an Iowa court would likely apply.
That analysis has a public-policy ceiling. Iowa's covenant cases hold that an employer cannot use a restraint to capture the general professional capital an employee builds on the job, and an aggressive holdover clause that functions as a restraint on the former employee's ability to work would collide with that rule .
The risk-weighted reading: a modest trailing clause — short, tied to inventions derived from the employer's confidential information or the employee's work for the employer — is probably enforceable in Iowa, because the Iowa Supreme Court has already blessed a one-year trailing invention restraint under the reasonableness test. An open-ended clause sweeping in everything a former employee invents is at meaningful risk under the same test, and the precise standard for holdover assignments remains undecided.
Sources for this answer
Revere Transducers, Inc. v. Deere & Co. holds that the enforceability of an employee assignment-of-rights agreement turns on reasonableness, extending Iowa's restrictive-covenant framework to invention-assignment provisions — the framework a holdover clause would face.
The determining factor of whether assignment-of-rights-agreements are enforceable seems to be one of reasonableness.
See Revere Transducers, Inc. v. Deere & Co., 595 N.W.2d 751 (Iowa 1999).
Revere Transducers, Inc. v. Deere & Co. cites Ingersoll-Rand Co. v. Ciavatta, with other authority, for the point that employment agreements assigning inventions conceived during the employment have been upheld, in the passage that leads to its reasonableness rule for assignment agreements.
Employment agreements requiring an employee to assign to the employer rights to inventions designed or conceived during the period of employment have been upheld. See Ingersoll-Rand Co. v. Ciavatta, *762 110 N.J. 609 , 542 A.2d 879, 886 (1988); Callmann, § 14.27, at 95 (1996) (agreements to assign all inventions and improvements in employer’s field, patentable or unpatentable, which are developed by employee during employment belong to employer and such agreements are not invalid or unenforceable as an unreasonable restraint of trade); 27 Am.Jur.2d Employment Relationship § 288, at 735 (1996).
See Revere Transducers, Inc. v. Deere & Co., 595 N.W.2d 751 (Iowa 1999) (citing Ingersoll-Rand Co. v. Ciavatta, 110 N.J. 609, 542 A.2d 879 (1988)).
Revere Transducers, Inc. v. Deere & Co. recites Iowa's established three-prong restrictive-covenant reasonableness test and applies it to employee invention-assignment and nondisclosure provisions.
(1) Is the restriction reasonably necessary for the protection of the employer’s business; (2) is it unreasonably restrictive of the employee’s rights; and (3) is it prejudicial to the public interest?
See Revere Transducers, Inc. v. Deere & Co., 595 N.W.2d 751 (Iowa 1999).
Iowa Glass Depot, Inc. v. Jindrich states Iowa's public-policy ceiling on employment restraints — an employee cannot be precluded from exercising the skill and general knowledge acquired during the employment — which bounds any overbroad assignment or holdover clause.
An employee cannot be precluded from exercising the skill and general knowledge he has acquired or increased through experience or even instruction while in the employment.
See Iowa Glass Depot, Inc. v. Jindrich, 338 N.W.2d 376 (Iowa 1983).
Lamp v. American Prosthetics states Iowa's three-prong test for deciding whether to enforce an employment restrictive covenant, the test Revere later applied to invention-assignment provisions.
In deciding whether to enforce a restrictive covenant, the court will apply a three-pronged test: (1) Is the restriction reasonably necessary for the protection of the employer’s business; (2) is it unreasonably restrictive of the employee’s rights; and (3) is it prejudicial to the public interest?
See Lamp v. American Prosthetics, Inc., 379 N.W.2d 909 (Iowa 1986).
Iowa Glass Depot, Inc. v. Jindrich states Iowa's general rule that a noncompetition provision in an employment contract is enforced only if it is reasonably necessary to protect the employer's business, not unreasonably restrictive of the employee's rights, and not prejudicial to the public interest.
The general rule in Iowa is that we will enforce a noncompetitive provision in an employment contract if the covenant is reasonably necessary for the protection of the employer's business and is not unreasonably restrictive of the employee's rights nor prejudicial to the public interest.
See Iowa Glass Depot, Inc. v. Jindrich, 338 N.W.2d 376 (Iowa 1983).
Ingersoll-Rand Co. v. Ciavatta, the New Jersey decision Revere cited for its reasonableness rule, holds that a post-employment holdover agreement is enforceable only when reasonable.
In sum, we conclude that holdover agreements are enforceable when reasonable, and that in determining if the post-termination restriction is reasonable, we will apply the three-prong test of Solari/Whitmyer.
See Ingersoll-Rand Co. v. Ciavatta, 110 N.J. 609 (1988).
The employee agreement upheld in Revere Transducers, Inc. v. Deere & Co. used present-tense assignment language — quoted in the opinion — making it a clean Iowa example of a present assignment that transfers title automatically rather than promising a future assignment.
I hereby assign all of my right, title, and interest in and to such inventions and discoveries to the Company
See Revere Transducers, Inc. v. Deere & Co., 595 N.W.2d 751 (Iowa 1999).
Bandag, Inc. v. Morenings, quoting Williston on Contracts, adopts the rule that absent special agreement an invention and the patent secured for it belong to the inventor, even when the invention was made during employment and relates to the work the inventor was employed to do.
In the absence of special agreement to the contrary, an invention and a patent secured for it belong to the inventor, even though the invention was made during the period of his employment, and the invention relates to the matter in which the inventor was employed.
See Bandag, Inc. v. Morenings, 259 Iowa 998, 146 N.W.2d 916 (1966).
Do not assume an Iowa employee agreement 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 validity of an assignment clause turns on the contract language and the reasonableness test the Iowa Supreme Court applies to assignment-of-rights agreements . Because ownership starts with the inventor absent a special agreement, an employer's rights are only as good as the words that transfer them — draft with present-assignment (hereby assigns) language of the kind the upheld agreement in Revere Transducers used, so title passes automatically rather than resting on a future promise . Keep any trailing or holdover assignment narrow, short, and tied to the employer's confidential information: no Iowa decision found in our review adjudicates an assignment of inventions first conceived after employment ends, and an overbroad restraint collides with Iowa's rule that an employee cannot be precluded from using the skill and general knowledge acquired on the job .
What does federal law require a confidentiality and invention assignment agreement in Iowa 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).