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  "data": {
    "topic": "invention-assignment",
    "state": "massachusetts",
    "frontmatter": {
      "title": "Employee Invention Assignment in Massachusetts",
      "description": "Massachusetts has no employee-invention-assignment statute, and its Noncompetition Agreement Act (G.L. c. 149, § 24L) expressly excludes invention-assignment agreements, so the inventor owns by default under SJC common law; an employer takes title only through a written assignment, and an overbroad post-employment holdover clause is limited by reasonableness.",
      "state": "Massachusetts",
      "lastReviewed": "2026-06-30",
      "license": "CC BY 4.0",
      "authors": [
        "steven-obiajulu"
      ],
      "summary": {
        "bottomLine": "Massachusetts has no employee-invention-assignment statute — and its Noncompetition Agreement Act expressly excludes invention-assignment agreements — so the inventor owns by default under SJC common law, and a post-employment \"holdover\" clause is enforceable only so far as it is reasonable.",
        "keyLaw": "No Massachusetts invention-assignment statute; G.L. c. 149, § 24L; National Development Co. v. Gray, 316 Mass. 240 (1944)",
        "statutoryCarveOut": "none",
        "defaultOwnership": "employee",
        "employeeNoticeRequired": "n/a",
        "holdoverClauseLimit": "reasonablenessOnly",
        "carveOutScope": "No statutory carve-out; SJC common law governs — the inventor owns absent a written assignment (hired-to-invent and shop-right are the employer's only overlays), and overbroad post-employment restraints are limited by reasonableness"
      },
      "about": [
        "Massachusetts no invention-assignment statute",
        "G.L. c. 149 § 24L exclusion",
        "Massachusetts hired-to-invent",
        "Massachusetts shop right",
        "National Development Co. v. Gray",
        "Massachusetts 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 a Massachusetts employer require assignment of every invention?",
        "answerText": "No — but for a different reason than in California. Massachusetts has no employee-invention-assignment statute, so there is no statutory list of inventions a clause cannot reach. Scope is instead set by contract against the backdrop of common law: the inventor owns a patentable invention by default, and an employer takes title only through a valid assignment. When the Legislature wrote the Massachusetts Noncompetition Agreement Act, G.L. c. 149, § 24L, it confirmed that it was leaving invention-assignment to contract — its definition of a noncompetition agreement expressly excludes invention assignment agreements, regulating non-competes while leaving the scope of invention-assignment untouched.",
        "sources": [
          {
            "id": "ma-24l-exclusion",
            "authorityType": "primary-law",
            "tier": "primary-source-backed",
            "title": "Mass. G.L. c. 149, § 24L",
            "citation": "Mass. G.L. c. 149, § 24L(a).",
            "url": "https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXI/Chapter149/Section24L",
            "proposition": "Section 24L's definition of a noncompetition agreement expressly does not include invention assignment agreements (along with NDAs, garden-leave clauses, and other listed categories), so the Massachusetts non-compete statute's caps and presumptions do not govern an invention-assignment clause.",
            "verbatimQuote": "(vi) nondisclosure or confidentiality agreements; (vii) invention assignment agreements; (viii) garden leave clauses",
            "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/massachusetts#src-ma-24l-exclusion"
          },
          {
            "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/massachusetts#src-stanford-inventor"
          }
        ]
      },
      {
        "slug": "employee-notice",
        "label": "Must the employer give the employee written notice of the carve-out?",
        "heading": "Must a Massachusetts employer notify the employee?",
        "answerText": "No. Massachusetts has no invention-assignment statute, so no statutory notice or carve-out-disclosure requirement applies; a clause's validity does not depend on any notice to the employee. Nothing in Massachusetts law mirrors California's section 2872 or Washington's RCW 49.44.140(3), so the inquiry collapses into ordinary contract law and the default-ownership rules below.",
        "sources": [
          {
            "id": "stanford-notice",
            "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 that rights in an invention belong to the inventor by default; because Massachusetts has no invention-assignment statute, an employer takes title only through a valid assignment from the inventor, and no statutory notice to the employee is required or relevant.",
            "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/massachusetts#src-stanford-notice"
          }
        ]
      },
      {
        "slug": "default-ownership",
        "label": "Absent a written assignment, who owns the invention?",
        "heading": "Who owns an invention by default in Massachusetts?",
        "answerText": "The inventor. Massachusetts follows the federal patent-law baseline that title to a patentable invention begins with the employee who conceived it, and the Supreme Judicial Court has applied that rule for more than a century: an employee engaged for work of a noninventive nature keeps the inventions he makes during the employment unless he has assigned them. An employer reaches the invention without an express assignment only through two narrow common-law overlays — the hired-to-invent doctrine and the shop right — both drawn in National Development Co. v. Gray.",
        "sources": [
          {
            "id": "gray-employee-owns",
            "authorityType": "case-law",
            "tier": "primary-source-backed",
            "title": "National Development Co. v. Gray",
            "citation": "National Development Co. v. Gray, 316 Mass. 240 (1944).",
            "url": "https://www.courtlistener.com/opinion/6571116/national-development-co-v-gray/",
            "deepLink": "https://www.courtlistener.com/opinion/6571116/national-development-co-v-gray/#:~:text=One%20by%20merely%20entering%20an,may%20make%20during%20the%20employment",
            "proposition": "National Development Co. v. Gray states the Massachusetts default rule: an employee engaged for services of a noninventive nature does not lose rights to inventions he makes during the employment, even improvements on the employer's own devices, absent an assignment.",
            "verbatimQuote": "One by merely entering an employment requiring the performance of services of a noninventive nature does not lose his rights to any inventions that he may make during the employment",
            "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/massachusetts#src-gray-employee-owns"
          },
          {
            "id": "loom-default",
            "authorityType": "case-law",
            "tier": "primary-source-backed",
            "title": "American Circular Loom Co. v. Wilson",
            "citation": "American Circular Loom Co. v. Wilson, 198 Mass. 182 (1908).",
            "url": "https://www.courtlistener.com/opinion/6556460/american-circular-loom-co-v-wilson/",
            "deepLink": "https://www.courtlistener.com/opinion/6556460/american-circular-loom-co-v-wilson/#:~:text=The%20invention%20and%20the%20patent,agreement%20for%20such%20an%20assignment",
            "proposition": "American Circular Loom Co. v. Wilson holds that an invention and its patent belong to the inventor unless he has assigned his right or made a valid and enforceable agreement to assign — even where the employee's duty was to improve the employer's machinery.",
            "verbatimQuote": "The invention and the patent thereon belong to the inventor, to whom the patent has been issued, unless he has made either an assignment of his right or a valid and enforceable agreement for such an assignment",
            "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/massachusetts#src-loom-default"
          },
          {
            "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/massachusetts#src-stanford-traceback"
          },
          {
            "id": "gray-hired-to-invent",
            "authorityType": "case-law",
            "tier": "primary-source-backed",
            "title": "National Development Co. v. Gray",
            "citation": "National Development Co. v. Gray, 316 Mass. 240 (1944).",
            "url": "https://www.courtlistener.com/opinion/6571116/national-development-co-v-gray/",
            "deepLink": "https://www.courtlistener.com/opinion/6571116/national-development-co-v-gray/#:~:text=the%20invention%20belongs%20to%20the,whatever%20inventions%20may%20be%20developed.",
            "proposition": "National Development Co. v. Gray recognizes the hired-to-invent overlay: where an employee is engaged to invent, the resulting invention belongs to the employer even with no express ownership provision in the employment terms.",
            "verbatimQuote": "the invention belongs to the employer even though the terms of employment contain no express provision dealing with the ownership of whatever inventions may be developed.",
            "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/massachusetts#src-gray-hired-to-invent"
          },
          {
            "id": "gray-shop-right",
            "authorityType": "case-law",
            "tier": "primary-source-backed",
            "title": "National Development Co. v. Gray",
            "citation": "National Development Co. v. Gray, 316 Mass. 240 (1944).",
            "url": "https://www.courtlistener.com/opinion/6571116/national-development-co-v-gray/",
            "deepLink": "https://www.courtlistener.com/opinion/6571116/national-development-co-v-gray/#:~:text=the%20employer%20has%20a%20shop,license%20to%20use%20the%20invention.",
            "proposition": "National Development Co. v. Gray recognizes the shop right: where an employee not hired to invent uses the employer's equipment, materials, and labor to make an invention, the employer does not take title but holds a nonexclusive irrevocable license to use the invention.",
            "verbatimQuote": "the employer has a shop right in the invention which gives him a nonexclusive irrevocable license to use the invention.",
            "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/massachusetts#src-gray-shop-right"
          }
        ]
      },
      {
        "slug": "holdover-clause-limit",
        "label": "Are post-employment trailing-assignment clauses enforceable?",
        "heading": "Are trailing-assignment (holdover) clauses enforceable in Massachusetts?",
        "answerText": "Only so far as they are reasonable. No Massachusetts statute caps an invention-assignment holdover specifically, and § 24L removes invention assignment agreements from the non-compete act's reach, so its presumptions do not supply the ceiling either. A post-employment trailing-assignment clause that operates as a restraint on the employee's future work is therefore tested under Massachusetts common-law reasonableness for restrictive covenants: a restraint is enforced only if it is reasonable on all the circumstances. No Massachusetts appellate decision found in our review squarely fixes the reasonable bound for an invention-assignment holdover specifically, so the limit is the general reasonableness standard rather than a bright line.",
        "sources": [
          {
            "id": "allstainless-reasonableness",
            "authorityType": "case-law",
            "tier": "primary-source-backed",
            "title": "All Stainless, Inc. v. Colby",
            "citation": "All Stainless, Inc. v. Colby, 364 Mass. 773 (1974).",
            "url": "https://www.courtlistener.com/opinion/2151844/all-stainless-inc-v-colby/",
            "deepLink": "https://www.courtlistener.com/opinion/2151844/all-stainless-inc-v-colby/#:~:text=A%20covenant%20not%20to%20compete%20contained,based%20on%20all%20the%20circumstances.",
            "proposition": "All Stainless, Inc. v. Colby states the Massachusetts common-law standard for a post-employment restrictive covenant: a covenant restraining a person's future work is enforced only if it is reasonable on all the circumstances — the test under which an overbroad invention-assignment holdover operating as a restraint would be measured.",
            "verbatimQuote": "A covenant not to compete contained in a contract for personal services will be enforced if it is reasonable, based on all the circumstances.",
            "date": "1974-03-19",
            "pullQuoteLocator": "A covenant not to compete contained|based on all the circumstances.",
            "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/massachusetts#src-allstainless-reasonableness"
          },
          {
            "id": "ma-24l-exclusion-holdover",
            "authorityType": "primary-law",
            "tier": "primary-source-backed",
            "title": "Mass. G.L. c. 149, § 24L",
            "citation": "Mass. G.L. c. 149, § 24L(a).",
            "url": "https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXI/Chapter149/Section24L",
            "proposition": "Section 24L's definition of a noncompetition agreement expressly excludes invention assignment agreements, so the non-compete act's durational presumptions and notice rules do not cap an invention-assignment holdover — leaving it to common-law restraint reasonableness.",
            "verbatimQuote": "(vi) nondisclosure or confidentiality agreements; (vii) invention assignment agreements; (viii) garden leave clauses",
            "anchor": "https://openagreements.org/practice-guides/invention-assignment/us/massachusetts#src-ma-24l-exclusion-holdover"
          },
          {
            "id": "stanford-inventor-practice",
            "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/massachusetts#src-stanford-inventor-practice"
          }
        ]
      }
    ]
  }
}