Can a Louisiana employer require assignment of every invention?
There is no statutory ceiling. Louisiana — a civil-law jurisdiction — has no employee-invention-assignment statute: nothing in the Louisiana Revised Statutes or the Civil Code voids an assignment of a true own-time, own-resource invention. The clause is instead an ordinary contract governed by the Civil Code, which makes rights freely assignable unless strictly personal, operating against the federal patent-law baseline that rights in an invention start with the inventor.
Because Louisiana is a civil-law state, the limits come from the Civil Code and federal patent law rather than a legislative carve-out. Our review of the Louisiana Revised Statutes and the Civil Code surfaces no invention-, patent-, or intellectual-property-assignment provision of the kind California, Washington, or Illinois has enacted, and Louisiana appears on no published list of states with a § 2870-style own-time carve-out — so a Louisiana employer starts from general contract law, not a statutory ceiling on what an assignment promise may capture.
The Civil Code supplies the state-law frame for the clause itself. Article 2642 makes rights — including future or expectant rights — assignable, so there is no state-law obstacle to a present assignment of inventions the employee has yet to conceive .
The substantive default that Civil Code contract law operates against is federal: under Stanford v. Roche, absent an effective assignment, rights in an invention belong to the person who conceived it .
The one Louisiana-specific boundary to keep in view is the restraint-of-trade statute. La. R.S. 23:921 nullifies contractual restraints on exercising a lawful profession, trade, or business except within its narrow statutory exceptions . Louisiana courts have so far held that invention-assignment and disclosure provisions tethered to the employment are not restraints governed by that statute, but the question of how far an aggressive clause can reach before it is recharacterized is taken up under the trailing-clause question below.
Sources for this answer
Primary law
A.1 La. Civ. Code art. 2642Civil Code article 2642 supports the rule that under Louisiana law all rights are assignable except those pertaining to strictly personal obligations, so there is no state-law obstacle to a present assignment of future invention rights.
All rights may be assigned, with the exception of those pertaining to obligations that are strictly personal. The assignee is subrogated to the rights of the assignor against the debtor.
See La. Civ. Code art. 2642.
Case law · 2011-06-06
A.2 Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular SystemsStanford 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 Louisiana 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).
Primary law
A.3 La. R.S. 23:921La. R.S. 23:921(A)(1) supports the rule that Louisiana nullifies contractual restraints on exercising a lawful profession, trade, or business except as the statute itself provides — the boundary an overbroad assignment clause would have to avoid.
Every contract or agreement, or provision thereof, by which anyone is restrained from exercising a lawful profession, trade, or business of any kind, except as provided in this Section, shall be null and void.
See La. R.S. 23:921(A)(1).
Must a Louisiana employer notify the employee?
Not applicable. Because Louisiana 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). Disclosure and assignment duties in Louisiana arise from the terms of the agreement itself, and the leading Louisiana case treats such contractual duties as enforceable obligations outside the restraint-of-trade statute .
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; Louisiana 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 Louisiana does not have.
Where Louisiana does impose disclosure and assignment duties, they come from the contract. In NovelAire Technologies, L.L.C. v. Harrison, the Louisiana Fourth Circuit Court of Appeal treated an employee's contractual duty to disclose his discoveries as an ordinary obligation and held it was not a non-compete governed by La. R.S. 23:921 .
For a multistate employer the takeaway is the inverse of the notice states: a Louisiana 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 on the contract language, the Civil Code's general contract rules, and the limits discussed under the trailing-clause question — not on any statutory notice or disclosure formality.
Sources for this answer
Case law · 2010-10-13
B.1 NovelAire Technologies, L.L.C. v. HarrisonNovelAire Technologies v. Harrison holds that an employee's contractual duties to disclose discoveries and to keep information confidential are not a non-compete governed by La. R.S. 23:921 — in Louisiana those duties arise from the agreement itself, not from any notice-requiring statute.
Summarizing, neither the requirement that Mr. Harrison disclose to NovelAire his discoveries, nor the requirement that he not disclose confidential information constitute a non-compete contract governed by La. R.S. 23:921.
See NovelAire Technologies, L.L.C. v. Harrison, 2009-1372 (La. App. 4 Cir. 10/13/10), 50 So. 3d 913.
Who owns an invention by default in Louisiana?
The employee-inventor, under federal patent law. Louisiana has no statute assigning employee inventions to either side, and our review found no Louisiana state-court decision articulating a civilian default-ownership rule of its own — so the field is governed by the federal defaults: rights belong to the inventor, the employer may claim an invention only from an employee hired to invent, and the employer's fallback where its time and tools were used is a shop-right license, not title.
Stanford v. Roche anchors the default. The Supreme Court held that even the Bayh-Dole Act did not displace the long-standing rule that an invention belongs to its inventor, treating that premise as the baseline against which any assignment is measured .
Because ownership starts with the inventor, an employer's title is derivative — it exists only if and to the extent the employee assigned it. Any third-party interest must trace back to that inventor-grantor .
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 .
Short of hiring to invent, the employer's remedy is the shop right. The binding statement of that doctrine for Louisiana's federal courts is the Fifth Circuit's decision in Hobbs v. United States .
Two civil-law cautions attach to that framework. First, hired-to-invent and shop right are federal doctrines applied by federal courts; they are not Louisiana Civil Code doctrine, and whether a Louisiana state court would articulate a civilian analogue is untested — the leading in-state case, NovelAire, concerns the enforceability of an assignment clause, not default ownership. Second, Hobbs itself found no shop right on its facts — the inventor had repeatedly refused to give up his rights — so it defines the doctrine without handing employers a presumption. The practical consequence is the same as elsewhere: the dependable path for a Louisiana employer is a written present-assignment (hereby assigns) clause that transfers title automatically on conception, which Civil Code article 2642's free assignability of rights fully permits.
Sources for this answer
Case law · 2011-06-06
C.1 Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular SystemsStanford v. Roche confirms the long-standing premise of U.S. patent law that rights in an invention belong to the inventor — the default that governs in Louisiana absent a written assignment.
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).
Case law · 2011-06-06
C.3 Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular SystemsStanford 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 a Louisiana employer takes title only through an assignment from the employee-inventor.
Thus, although others may acquire an interest in an invention, any such interest — as a general rule — must trace back to the inventor.
See Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).
Case law · 1933-05-08
C.2 United States v. Dubilier Condenser Corp.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).
Case law · 1967-04-07
C.4 Hobbs v. United StatesHobbs v. United States states the Fifth Circuit's definition of the shop-right doctrine — an implied, nonexclusive, royalty-free license for the employer whose time and tools produced the invention — while finding no shop right on its own facts.
The classic shop rights doctrine ordains that when an employee makes and reduces to practice an invention on his employer’s time, using his employer’s tools and the services of other employees, the employer is the recipient of an implied, nonexclusive, royalty-free license.
See Hobbs v. United States, 376 F.2d 488 (5th Cir. 1967).
Are trailing-assignment (holdover) clauses enforceable in Louisiana?
Unsettled. No Louisiana decision found in our review squarely decides whether a trailing clause reaching inventions first conceived after employment ends is enforceable. What Louisiana law does supply is a strictly construed restraint-of-trade statute that nullifies restraints on working, and case law taking invention-assignment and IP-ownership provisions tethered to the employment outside that statute — but the tethered facts of those cases leave a true post-termination holdover clause undecided.
The starting point is the nullity rule. La. R.S. 23:921(A)(1) voids contractual restraints on exercising a lawful profession except within the statute's own exceptions, and the employee exception caps a non-compete at two years from termination within specified parishes .
The Louisiana Supreme Court reads that statute against a long-standing policy backdrop and construes covenants restraining work strictly against the party seeking enforcement .
Invention-assignment provisions, however, have so far escaped that regime. In NovelAire Technologies, L.L.C. v. Harrison, the Fourth Circuit Court of Appeal held that an invention-disclosure and assignment agreement covering inventions made during the employment, paired with a confidentiality clause, is not a non-compete governed by La. R.S. 23:921. Adopting the Callmann treatise's formulation, the court described such an agreement as :
A federal court has predicted the Louisiana Supreme Court would agree. In United States v. Cytogel Pharma, LLC, the Eastern District of Louisiana held the statute inapplicable to an IP-ownership provision in a consulting agreement — one reaching IP that might result or emerge from materials the company provided or from the consulting process — between sophisticated parties of equal bargaining power .
“The Court is confident the Louisiana Supreme Court would come to the same conclusion.”
Neither case is a holdover case, and that is the gap. NovelAire's agreement covered inventions made during the employment; Cytogel's clause was tethered to company-provided materials and the consulting process, in a sophisticated-parties posture the court expressly relied on — and Cytogel is a federal district court's Erie prediction , not a Louisiana Supreme Court holding. No Louisiana court in our review has enforced or voided a clause sweeping in inventions first conceived after termination. Whether an untethered holdover clause would be recharacterized as a null restraint under the strictly construed statute or merely tested under the Civil Code's general contract and public-policy rules is genuinely open, and no Louisiana authority supports any particular durational boundary for such a clause. Out-of-state decisions voiding open-ended post-employment invention assignments apply other states' law and are at most analogous; they are not Louisiana law.
Sources for this answer
Primary law
D.3 La. R.S. 23:921La. R.S. 23:921(A)(1) supports the rule that contractual restraints on exercising a lawful profession, trade, or business are null and void in Louisiana except as the statute provides — the recharacterization risk an untethered holdover clause would face.
Every contract or agreement, or provision thereof, by which anyone is restrained from exercising a lawful profession, trade, or business of any kind, except as provided in this Section, shall be null and void.
See La. R.S. 23:921(A)(1).
Case law · 2001-06-29
D.4 SWAT 24 Shreveport Bossier, Inc. v. BondSWAT 24 Shreveport Bossier v. Bond states Louisiana's long-standing strong public policy disfavoring noncompetition agreements between employers and employees — the backdrop against which any clause operating as a restraint is read.
Louisiana has long had a strong public policy disfavoring noncompetition agreements between employers and employees.
See SWAT 24 Shreveport Bossier, Inc. v. Bond, 2000-1695 (La. 6/29/01), 808 So. 2d 294.
Case law · 2001-06-29
D.5 SWAT 24 Shreveport Bossier, Inc. v. BondSWAT 24 Shreveport Bossier v. Bond holds that covenants restraining work are in derogation of the common right and must be strictly construed against the party seeking enforcement — the interpretive rule an aggressive holdover clause would face if recharacterized as a restraint.
Because such covenants are in derogation of the common right, they must be strictly construed against the party seeking their enforcement.
See SWAT 24 Shreveport Bossier, Inc. v. Bond, 2000-1695 (La. 6/29/01), 808 So. 2d 294.
Case law · 2010-10-13
D.1 NovelAire Technologies, L.L.C. v. HarrisonNovelAire Technologies v. Harrison — quoting the Callmann treatise (§ 14:17) — holds that an employee-invention assignment agreement covering inventions made during the employment is not a covenant not to compete and is not subject to the limitations applicable to non-competes under La. R.S. 23:921.
not a covenant not to compete, does not limit the employee’s post-employment activities except with respect to the affected inventions and improvements, and is not subject to the limitations and requirements applicable to covenants not to compete.
See NovelAire Technologies, L.L.C. v. Harrison, 2009-1372 (La. App. 4 Cir. 10/13/10), 50 So. 3d 913 (quoting 2 Louis Altman & Malla Pollack, Callmann on Unfair Competition, Trademarks and Monopolies § 14:17 (4th ed. 2010)).
Case law · 2018-09-17
D.2 United States v. Cytogel Pharma, LLCPDFUnited States v. Cytogel Pharma holds that La. R.S. 23:921 does not apply to IP-ownership provisions in a consulting agreement between two sophisticated parties — federal authority taking a tethered IP-ownership clause outside the restraint-of-trade statute.
La. R.S. 23:921 does not apply to contractual provisions in a consulting agreement between two sophisticated parties governing intellectual property ownership.
See United States v. Cytogel Pharma, LLC, No. 16-13987, 2018 WL 4443152 (E.D. La. Sept. 17, 2018).
Case law · 2018-09-17
D.6 United States v. Cytogel Pharma, LLCPDFUnited States v. Cytogel Pharma is a federal Erie prediction, not state law — the court expressed confidence the Louisiana Supreme Court would agree that the restraint-of-trade statute does not reach the IP-ownership provision, a prediction the Louisiana Supreme Court has not yet confirmed.
The Court is confident the Louisiana Supreme Court would come to the same conclusion.
See United States v. Cytogel Pharma, LLC, No. 16-13987, 2018 WL 4443152 (E.D. La. Sept. 17, 2018).
Primary law
D.7 La. Civ. Code art. 2642Civil Code article 2642 supports the rule that under Louisiana law all rights are assignable except those pertaining to strictly personal obligations, so there is no state-law obstacle to a present assignment of future invention rights.
All rights may be assigned, with the exception of those pertaining to obligations that are strictly personal. The assignee is subrogated to the rights of the assignor against the debtor.
See La. Civ. Code art. 2642.
Case law · 2011-06-06
D.8 Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular SystemsStanford 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 a Louisiana employer takes title only through an assignment from the employee-inventor.
Thus, although others may acquire an interest in an invention, any such interest — as a general rule — must trace back to the inventor.
See Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).
Do not draft for Louisiana as though it were a common-law state with an invention-assignment statute. There is no statutory carve-out and no notice safe harbor — the clause stands or falls on the contract itself, and the Civil Code freely permits a present assignment of future rights, so use present-assignment (hereby assigns) language that passes title automatically rather than a bare promise to assign , remembering that an employer's title is only ever derivative of the employee-inventor's . Keep any trailing or holdover assignment tethered to work performed, and materials or confidential information received, during the engagement: the Louisiana decisions that take assignment provisions outside La. R.S. 23:921 were decided on during-employment and company-materials-tethered facts , and an untethered clause reaching post-termination inventions risks being recharacterized as a restraint that the statute nullifies and that courts construe strictly against the employer .