# Employee Invention Assignment in Louisiana[^about] Louisiana — a civil-law jurisdiction — has no employee-invention-assignment statute, so an assignment clause is an ordinary Civil Code contract bounded by the federal patent overlay, not by a California-style own-time carve-out or notice requirement. Absent a written assignment the federal inventor-first default leaves ownership with the employee, and whether a post-employment holdover clause survives Louisiana's strictly construed restraint-of-trade statute is unsettled. ## Can a Louisiana employer require assignment of every invention? {#statutory-carve-out} **Short answer.** 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 [^la-cc-2642-assignability][^stanford-inventor-baseline]. 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 [^la-cc-2642-assignability]. "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."[^la-cc-2642-assignability] 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 [^stanford-inventor-baseline]. "Since 1790, the patent law has operated on the premise that rights in an invention belong to the inventor."[^stanford-inventor-baseline] 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 [^la-rs-23-921-nullity-scope]. 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. ## Must a Louisiana employer notify the employee? {#employee-notice} **Short answer.** 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 [^novelaire-disclosure-contractual]. 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 [^novelaire-disclosure-contractual]. "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."[^novelaire-disclosure-contractual] 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. ## Who owns an invention by default in Louisiana? {#default-ownership} **Short answer.** 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-inventor-default][^dubilier-hired-to-invent]. *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 [^stanford-inventor-default]. "Since 1790, the patent law has operated on the premise that rights in an invention belong to the inventor."[^stanford-inventor-default] 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 [^stanford-traceback]. "Thus, although others may acquire an interest in an invention, any such interest — as a general rule — must trace back to the inventor."[^stanford-traceback] The principal exception is the employee hired to invent. Under *United States v. Dubilier Condenser Corp.*, an employee engaged to make a particular invention who succeeds during the term of service must assign the resulting patent to the employer [^dubilier-hired-to-invent]. "One employed to make an invention, who succeeds, during his term of service, in accomplishing that task, is bound to assign to his employer any patent obtained."[^dubilier-hired-to-invent] Short of 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* [^hobbs-shop-right-definition]. "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."[^hobbs-shop-right-definition] 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. ## Are trailing-assignment (holdover) clauses enforceable in Louisiana? {#holdover-clause-limit} **Short answer.** 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 [^novelaire-callmann-not-noncompete][^cytogel-ip-outside-921]. 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 [^la-rs-23-921-nullity-holdover]. "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."[^la-rs-23-921-nullity-holdover] The Louisiana Supreme Court reads that statute against a long-standing policy backdrop [^swat24-public-policy] and construes covenants restraining work strictly against the party seeking enforcement [^swat24-strict-construction]. "Louisiana has long had a strong public policy disfavoring noncompetition agreements between employers and employees."[^swat24-public-policy] "Because such covenants are in derogation of the common right, they must be strictly construed against the party seeking their enforcement."[^swat24-strict-construction] 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 [^novelaire-callmann-not-noncompete]: "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."[^novelaire-callmann-not-noncompete] 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 [^cytogel-ip-outside-921]. "La. R.S. 23:921 does not apply to contractual provisions in a consulting agreement between two sophisticated parties governing intellectual property ownership."[^cytogel-ip-outside-921] "The Court is confident the Louisiana Supreme Court would come to the same conclusion."[^cytogel-erie-guess] 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 [^cytogel-erie-guess], 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 [^swat24-strict-construction] 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. > [!NOTE] > **Practice note.** > > 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 [^la-cc-2642-assignability-practice], remembering that an employer's title is only ever derivative of the employee-inventor's [^stanford-traceback-practice]. 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 [^novelaire-callmann-not-noncompete][^cytogel-ip-outside-921], 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 [^swat24-strict-construction]. [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-07-02. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Louisiana. This article synthesizes Louisiana primary law and is not legal advice from a Louisiana-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship. CC BY 4.0. Cite as Steven Obiajulu, *Employee Invention Assignment in Louisiana*, OpenAgreements (last updated July 2, 2026), https://openagreements.org/practice-guides/invention-assignment/us/louisiana. [^la-cc-2642-assignability]: **La. Civ. Code art. 2642** — "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." *La. Civ. Code art. 2642.* [^stanford-inventor-baseline]: **Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Systems** — "Since 1790, the patent law has operated on the premise that rights in an invention belong to the inventor." *Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).* [^la-rs-23-921-nullity-scope]: **La. R.S. 23:921** — "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." *La. R.S. 23:921(A)(1).* [^novelaire-disclosure-contractual]: **NovelAire Technologies, L.L.C. v. Harrison** — "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." *NovelAire Technologies, L.L.C. v. Harrison, 2009-1372 (La. App. 4 Cir. 10/13/10), 50 So. 3d 913.* [^stanford-inventor-default]: **Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Systems** — "Since 1790, the patent law has operated on the premise that rights in an invention belong to the inventor." *Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).* [^dubilier-hired-to-invent]: **United States v. Dubilier Condenser Corp.** — "One employed to make an invention, who succeeds, during his term of service, in accomplishing that task, is bound to assign to his employer any patent obtained." *United States v. Dubilier Condenser Corp., 289 U.S. 178 (1933).* [^stanford-traceback]: **Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Systems** — "Thus, although others may acquire an interest in an invention, any such interest — as a general rule — must trace back to the inventor." *Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).* [^hobbs-shop-right-definition]: **Hobbs v. United States** — "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." *Hobbs v. United States, 376 F.2d 488 (5th Cir. 1967).* [^novelaire-callmann-not-noncompete]: **NovelAire Technologies, L.L.C. v. Harrison** — "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." *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)).* [^cytogel-ip-outside-921]: **United States v. Cytogel Pharma, LLC** — "La. R.S. 23:921 does not apply to contractual provisions in a consulting agreement between two sophisticated parties governing intellectual property ownership." *United States v. Cytogel Pharma, LLC, No. 16-13987, 2018 WL 4443152 (E.D. La. Sept. 17, 2018).* [^la-rs-23-921-nullity-holdover]: **La. R.S. 23:921** — "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." *La. R.S. 23:921(A)(1).* [^swat24-public-policy]: **SWAT 24 Shreveport Bossier, Inc. v. Bond** — "Louisiana has long had a strong public policy disfavoring noncompetition agreements between employers and employees." *SWAT 24 Shreveport Bossier, Inc. v. Bond, 2000-1695 (La. 6/29/01), 808 So. 2d 294.* [^swat24-strict-construction]: **SWAT 24 Shreveport Bossier, Inc. v. Bond** — "Because such covenants are in derogation of the common right, they must be strictly construed against the party seeking their enforcement." *SWAT 24 Shreveport Bossier, Inc. v. Bond, 2000-1695 (La. 6/29/01), 808 So. 2d 294.* [^cytogel-erie-guess]: **United States v. Cytogel Pharma, LLC** — "The Court is confident the Louisiana Supreme Court would come to the same conclusion." *United States v. Cytogel Pharma, LLC, No. 16-13987, 2018 WL 4443152 (E.D. La. Sept. 17, 2018).* [^la-cc-2642-assignability-practice]: **La. Civ. Code art. 2642** — "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." *La. Civ. Code art. 2642.* [^stanford-traceback-practice]: **Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Systems** — "Thus, although others may acquire an interest in an invention, any such interest — as a general rule — must trace back to the inventor." *Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).*