# Employee Invention Assignment in New York[^about] New York's Labor Law § 203-f (effective September 15, 2023) voids any clause forcing an employee to assign a true own-time, own-resource invention unrelated to the employer's business, but unlike California it imposes no employee-notice requirement. Absent a written assignment the inventor owns by default under Cahill v. Regan, and post-employment holdover clauses are judged by ordinary restrictive-covenant reasonableness. ## Can a New York employer require assignment of every invention? {#statutory-carve-out} **Short answer.** No. New York Labor Law § 203-f, effective September 15, 2023, carves out a category of inventions that an assignment clause simply cannot reach: anything the employee developed entirely on their own time, without the employer's equipment, supplies, facilities, or trade secret information, that neither relates to the employer's business or actual or demonstrably anticipated research and development nor results from the employee's work. To the extent a clause purports to capture those own-time inventions, it is against the public policy of the state and unenforceable [^ny-203f-carveout][^ny-203f-void]. Subdivision 1 frames the carve-out as a limit on what an assignment promise can do. However broadly the contract is written, it does not reach an invention the employee made on their own time and with their own resources unless one of two statutory exceptions applies [^ny-203f-carveout]. "Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:"[^ny-203f-carveout] The two exceptions are joined disjunctively. An own-time invention falls back within the employer's reach if it either relates to the employer's business or anticipated research and development, or results from the employee's work [^ny-203f-exceptions]. "(a) relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or"[^ny-203f-exceptions] "(b) result from any work performed by the employee for the employer."[^ny-203f-exceptions] Subdivision 2 supplies the teeth. A provision that tries to require assignment of an invention the statute excludes is not merely unenforceable as written but declared against the public policy of the state [^ny-203f-void]. "To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision one of this section, such provision is against the public policy of this state and shall be unenforceable."[^ny-203f-void] Section 203-f closely tracks California Labor Code § 2870 — the own-time, own-resource carve-out and the same two business-or-work exceptions — but it is a recent enactment rather than a decades-old statute, so there is as yet no developed body of New York case law construing it. New York's operative remedy is to render the offending provision unenforceable to the extent it overreaches. Practitioners generally read § 203-f as supplying no judicial blue-pencil or reformation of a violating clause; the statute speaks only of unenforceability, and a New York drafter should not assume a court will rewrite an overbroad provision into a compliant one rather than simply declining to enforce it. ## Must a New York employer notify the employee? {#employee-notice} **Short answer.** No. This is the key contrast with California, which requires a written notice under Labor Code § 2872, and Washington, which requires one under RCW 49.44.140(3). New York's § 203-f contains no notice, disclosure, or burden-shifting requirement of any kind. Its only consequence is that a provision overreaching the carve-out is against public policy and unenforceable; the validity of a compliant clause does not depend on any notice to the employee [^ny-203f-void-notice]. The statute is short and self-contained. Subdivision 1 defines which inventions an assignment clause cannot reach, and subdivision 2 states the one and only remedy — that an overreaching provision is against the public policy of the state and unenforceable. Nowhere does § 203-f condition the carve-out, or the validity of a permissible assignment clause, on the employer giving the employee any notice [^ny-203f-void-notice]. "such provision is against the public policy of this state and shall be unenforceable"[^ny-203f-void-notice] The contrast with the two notice states is deliberate to flag, because a multistate employer that built its form around the California § 2872 or Washington RCW 49.44.140(3) notice may carry that language into New York and assume it is required here. It is not. The absence of a notice requirement cuts the other way too: a New York employer cannot cure an overbroad assignment clause by giving notice of the carve-out, because § 203-f makes the offending provision unenforceable regardless of what the employee was told. The statute's silence on notice means the work is done entirely by the scope of the assignment language itself. ## Who owns an invention by default in New York? {#default-ownership} **Short answer.** The inventor. Absent a written assignment, the baseline rule under federal patent law — which governs who holds title to a patentable invention in New York as elsewhere — is that rights belong to the employee who conceived it. The U.S. Supreme Court restated that premise in *Stanford v. Roche*, and although others may acquire an interest, that interest must trace back to the inventor. New York's leading case, *Cahill v. Regan*, supplies the parallel employee-invention rule: the employee owns unless hired to invent or assigned a specific inventive task, and even when the employee keeps title the employer may obtain a shop right where the employee used the employer's time, facilities, and materials [^stanford-inventor][^cahill-hired-to-invent]. *Stanford v. Roche* anchors the default. The Court held that 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 must be measured [^stanford-inventor]. "Since 1790, the patent law has operated on the premise that rights in an invention belong to the inventor."[^stanford-inventor] 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 in the invention 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] New York's own law follows the same path. In *Cahill v. Regan*, the Court of Appeals confirmed that an employee is the owner of their invention unless the employee was hired to invent or was given the task of devoting their efforts to a particular problem; in that narrow case the resulting invention is the employer's and must be assigned [^cahill-hired-to-invent]. "If an employee is hired to invent or is given the task of devoting his efforts to a particular problem, the resulting invention is the employer’s, and any patent obtained by the employee must be assigned to the other."[^cahill-hired-to-invent] Even where the employee keeps title — neither hired to invent nor assigned a specific inventive task — the employer is not necessarily empty-handed. *Cahill* recognizes the equitable shop right: when the employee used the employer's time, facilities, and materials to reach a concrete result, the employer is in equity entitled to use the invention [^cahill-shop-right]. "Since the servant uses his master’s time, facilities and materials to attain a concrete result, the latter is in equity entitled to use that which embodies his own property"[^cahill-shop-right] But a shop right is only a non-exclusive license to use, not ownership, and the hired-to-invent doctrine is fact-intensive and narrow. Neither is a substitute for a written clause. The dependable path for a New York employer is a written present-assignment (*hereby assigns*) clause — present-tense language that transfers legal title automatically on conception, rather than a future promise to assign — operating within the boundaries § 203-f imposes. ## Are trailing-assignment (holdover) clauses enforceable in New York? {#holdover-clause-limit} **Short answer.** Only so far as they are reasonable. Section 203-f does not cap post-employment assignment periods, and no reported New York appellate decision squarely decides whether a trailer clause reaching inventions first conceived after employment ends is enforceable. The operative policy lens is ordinary restrictive-covenant law: an aggressive holdover clause that functions as a disguised noncompete is tested under *BDO Seidman v. Hirshberg*'s three-part reasonableness standard, and *De Long Corp. v. Lucas* warns that future-improvement assignment language must be very plain before a court will read it to bind an inventor's later work [^delong-very-plain][^bdo-three-prong]. Start with what the statute does not do. Section 203-f governs which inventions an assignment clause may reach, voiding any provision that purports to capture a qualifying own-time invention, but it sets no durational ceiling on post-employment trailing assignments and says nothing about a clause reaching inventions conceived after the employment relationship ends. New York supplies no statutory analogue to California's Business and Professions Code § 16600 ceiling. The nearest authority is *De Long Corp. v. Lucas*, where the court refused to read an agreement as silently imposing a post-employment obligation to assign future improvements. Assignment language reaching an inventor's later work, the court held, must be unmistakable [^delong-very-plain]. "the language of the contract must be very plain and evidence unmistakably that such an agreement was in the mind of the inventor"[^delong-very-plain] *De Long* framed the policy concern in vivid terms, declining to enforce an open-ended claim on an inventor's future output as the equivalent of an encumbrance on the mind itself [^delong-mortgage]. "The law does not look favorably upon covenants which place ‘a mortgage on a man’s brain, to bind all its future products’."[^delong-mortgage] Where a holdover clause reaches far enough to operate as a restraint on the employee's ability to work, New York's restrictive-covenant law becomes the operative lens. *BDO Seidman v. Hirshberg* sets the three-part reasonableness test that governs any such restraint, beginning with the requirement that the restraint be no greater than necessary to protect the employer's legitimate interest [^bdo-three-prong]. "A restraint is reasonable only if it: (1) is no greater than is required for the protection of the legitimate interest of the employer"[^bdo-three-prong] And the *BDO Seidman* standard is unforgiving of overreach: failing any one prong is fatal to the covenant [^bdo-violation]. "A violation of any prong renders the covenant invalid."[^bdo-violation] So the New York limit on holdover clauses is reasonableness, not a statutory ceiling as in California and not an open void as in Washington. A trailer clause narrowly tied to inventions conceived during employment, or to a short and defined trailing period for inventions derived from the employer's confidential information, stands on far firmer ground than an aggressive provision that sweeps in an ex-employee's independent post-employment inventions and thereby functions as a disguised noncompete. > [!NOTE] > **Practice note.** > > Do not paper a New York employee with an out-of-state assign-everything invention-assignment form. Section 203-f voids an overbroad clause to the extent it overreaches, and New York gives no reliable blue-pencil to rewrite a violating provision, so limit the assignment to what § 203-f actually allows and expressly carve out the protected own-time inventions in the text itself [^ny-203f-void]. New York does not require a § 2872-style notice, but a holdover or trailer clause reaching inventions conceived after employment ends risks being struck as an unreasonable restraint under *De Long* and *BDO Seidman* — keep any trailing assignment narrow, short, and tied to the employer's confidential information rather than sweeping in an ex-employee's independent work [^delong-mortgage]. [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-06-30. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York. This article synthesizes New York primary law and is not legal advice. This article is for informational purposes only and does not create an attorney-client relationship. [^ny-203f-carveout]: **N.Y. Labor Law § 203-f** — "Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:" *N.Y. Lab. Law § 203-f(1).* [^ny-203f-void]: **N.Y. Labor Law § 203-f** — "To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision one of this section, such provision is against the public policy of this state and shall be unenforceable." *N.Y. Lab. Law § 203-f(2).* [^ny-203f-exceptions]: **N.Y. Labor Law § 203-f** — "(a) relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or (b) result from any work performed by the employee for the employer." *N.Y. Lab. Law § 203-f(1)(a)–(b).* [^ny-203f-void-notice]: **N.Y. Labor Law § 203-f** — "To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision one of this section, such provision is against the public policy of this state and shall be unenforceable." *N.Y. Lab. Law § 203-f(2).* [^stanford-inventor]: **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).* [^cahill-hired-to-invent]: **Cahill v. Regan** — "If an employee is hired to invent or is given the task of devoting his efforts to a particular problem, the resulting invention is the employer’s, and any patent obtained by the employee must be assigned to the other." *Cahill v. Regan, 5 N.Y.2d 292 (1959).* [^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).* [^cahill-shop-right]: **Cahill v. Regan** — "Since the servant uses his master’s time, facilities and materials to attain a concrete result, the latter is in equity entitled to use that which embodies his own property" *Cahill v. Regan, 5 N.Y.2d 292 (1959).* [^delong-very-plain]: **De Long Corp. v. Lucas** — "the language of the contract must be very plain and evidence unmistakably that such an agreement was in the mind of the inventor" *De Long Corp. v. Lucas, 176 F. Supp. 104 (S.D.N.Y. 1959).* [^bdo-three-prong]: **BDO Seidman v. Hirshberg** — "A restraint is reasonable only if it: (1) is no greater than is required for the protection of the legitimate interest of the employer" *BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999).* [^delong-mortgage]: **De Long Corp. v. Lucas** — "The law does not look favorably upon covenants which place ‘a mortgage on a man’s brain, to bind all its future products’." *De Long Corp. v. Lucas, 176 F. Supp. 104 (S.D.N.Y. 1959).* [^bdo-violation]: **BDO Seidman v. Hirshberg** — "A violation of any prong renders the covenant invalid." *BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999).*