# Employee Invention Assignment in Puerto Rico[^about] Puerto Rico — a civil-law jurisdiction governed by the Civil Code of 2020 — has no private-sector employee-invention statute, so an assignment clause is an ordinary Civil Code contract bounded by the federal patent overlay, not a California-style own-time carve-out or notice requirement. The only Puerto Rico employee-invention statute, 3 L.P.R.A. § 694a, covers Commonwealth research personnel only. Absent a written assignment the federal inventor-first default leaves ownership with the employee, and whether a post-employment holdover clause would face the strict Arthur Young non-compete doctrine or be treated as an ordinary title-allocation clause is unsettled. ## Can a Puerto Rico employer require assignment of every invention? {#statutory-carve-out} **Short answer.** There is no private-sector statutory ceiling. Puerto Rico — a civil-law jurisdiction governed by the Civil Code of 2020 — has no private-sector employee-invention statute: nothing in the Leyes de Puerto Rico or the Civil Code voids an assignment of a true own-time, own-resource invention. The only employee-invention statute on the books, 3 L.P.R.A. § 694a, covers research employees of the Commonwealth government, not private employers. An assignment clause is therefore an ordinary Civil Code contract operating against the federal patent-law baseline that rights in an invention start with the inventor [^pr-694a-public-sector-only][^stanford-inventor-baseline]. Because Puerto Rico is a civil-law jurisdiction, the limits come from the Civil Code and federal patent law rather than a legislative carve-out. Our review of the Leyes de Puerto Rico and the Civil Code of 2020 (Ley 55-2020) surfaces no private-sector invention-, patent-, or intellectual-property-assignment provision of the kind California, Washington, or Illinois has enacted — no own-time carve-out, no notice statute, and no employer-ownership default. A Puerto Rico private employer starts from general contract law, not a § 2870-style statutory ceiling on what an assignment promise may capture. The one Puerto Rico employee-invention statute must be named so it is not half-remembered as a general rule. 3 L.P.R.A. § 694a addresses only employees of Commonwealth agencies, instrumentalities, and public corporations devoted to research: inventions they produce in the discharge of public employment belong to the government, with a committee-set employee share of any profits capped at one third [^pr-694a-public-sector-only]. The statute — quoted here from the official English translation of the Laws of Puerto Rico — makes such inventions the government's property in these terms: "shall be the exclusive property of the Commonwealth of Puerto Rico"[^pr-694a-public-sector-only] That is a public-sector ownership rule, not a private-sector carve-out, and nothing in it reaches a private employer's assignment clause. The Civil Code of 2020 contains exactly one intellectual-property article, and it is a governing-law pointer rather than a substantive employee-invention rule. Article 53 provides [^cc2020-art53-ip-governing-law]: "Los derechos de propiedad intelectual e industrial se rigen por la ley vigente en Puerto Rico."[^cc2020-art53-ip-governing-law] In English — our translation of the Spanish original — intellectual and industrial property rights are governed by the law in force in Puerto Rico. That one-line conflicts rule points to the applicable law; it does not itself allocate inventions between employer and employee. The substantive default the Civil Code 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] Adjacent Puerto Rico intellectual-property statutes shape the scope of a broad assignment clause without allocating invention ownership. Under the moral-rights act (Ley 55-2012), a work made for hire — including a work created by an employee in the regular course of duties — generates no moral rights unless a signed written agreement so provides, and the integrity right is waivable only by signed writing [^ley-55-2012-work-for-hire-no-moral-rights]. The trade-secrets act (Ley 80-2011) lists requiring employees with access to sign confidentiality agreements among the reasonable measures that preserve trade-secret protection — the backdrop for a PIIA's confidentiality clause [^ley-80-2011-employee-ndas]. And the Puerto Rico Supreme Court held in 2026 that commercial image and publicity rights under Ley 139-2011 are transferable only through a written agreement or intestate succession, regardless of the employment relationship — so a clause that wants an employee's likeness needs its own signed grant [^friger-image-rights-written-transfer]. The practical consequence is that a Puerto Rico private 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. That breadth is not unlimited: the clause is still an ordinary Civil Code contract, subject to general contract-law defenses and to the Code's public-order nullity rule, and a clause that functions as a restraint on post-employment work runs into the strict judge-made non-compete doctrine — both taken up under the trailing-clause question below. ## Must a Puerto Rico employer notify the employee? {#employee-notice} **Short answer.** Not applicable. Because Puerto Rico has no private-sector 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). The only Puerto Rico employee-invention statute is a public-sector ownership rule with no notice mechanism [^pr-694a-no-notice-mechanism]. What substitutes for a notice regime in practice is the Civil Code contract itself, read through Puerto Rico's employee-protective construction rules [^cherena-adhesion-weaker-party]. 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; Puerto Rico has enacted no such carve-out for private employment, 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 Puerto Rico does not have. Even 3 L.P.R.A. § 694a — the public-sector statute — allocates ownership of government researchers' inventions to the Commonwealth without imposing any disclosure or notice formality on employers [^pr-694a-no-notice-mechanism]. What a Puerto Rico employer should keep in view instead is how the contract will be read. The federal district court in Puerto Rico, applying Puerto Rico law in *Cherena v. Coors Brewing Co.*, treated an employment contract as a typical adhesion contract and applied Puerto Rico's construction rule [^cherena-adhesion-weaker-party]: "that any doubt in its interpretation should be construed in favor of the weaker party"[^cherena-adhesion-weaker-party] For an invention-assignment clause, that construction rule does the work a notice statute does elsewhere: ambiguity about what the clause captures is resolved against the employer who drafted it. The enforceability of the assignment turns on clear contract language and the restraint limits discussed under the trailing-clause question — not on any statutory notice or disclosure formality. ## Who owns an invention by default in Puerto Rico? {#default-ownership} **Short answer.** The employee-inventor, under federal patent law. Puerto Rico has no statute allocating private-sector employee inventions to either side, and no Puerto Rico Supreme Court, federal district court in Puerto Rico, or First Circuit decision on employee invention ownership was found in our review — so the field is governed entirely 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 [^banks-inventor-general-rule][^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 [^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 clean modern statement of the employment default comes from the Federal Circuit — the court that hears patent-ownership appeals from the federal district court in Puerto Rico — in *Banks v. Unisys Corp.* [^banks-inventor-general-rule]: "The general rule is that an individual owns the patent rights to the subject matter of which he is an inventor, even though he conceived it or reduced it to practice in the course of his employment. There are two exceptions to this rule: first, an employer owns an employee’s invention if the employee is a party to an express contract to that effect; second, where an employee is hired to invent something or solve a particular problem, the property of the invention related to this effort may belong to the employer."[^banks-inventor-general-rule] The hired-to-invent exception traces to *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, where the employee used the employer's time, tools, and materials to reach a concrete result, the employer's remedy under *Dubilier* is only an equitable shop right — a non-exclusive license to use the invention, not ownership of it [^dubilier-hired-to-invent]. The local-case-law vacuum deserves emphasis. Our review — including Spanish-language searches of the Puerto Rico Supreme Court's decisions — found no Puerto Rico court that has ever decided an employee-invention-ownership or invention-assignment case, and no First Circuit or Puerto Rico federal district court decision on the hired-to-invent or shop-right doctrines. Every ownership proposition on this page therefore rests on federal law; the strongest local materials are the restraint and contract-construction cases discussed in the other questions. Whether a Puerto Rico court asked to fill a gap would articulate a civilian analogue to these federal common-law doctrines is untested. The one statutory inversion is public-sector only. For research employees of Commonwealth agencies, instrumentalities, and public corporations, 3 L.P.R.A. § 694a flips the default — the government owns the invention, and the employee's committee-set share of profits is capped in these terms [^pr-694a-public-sector-inversion]: "which shall not be greater than 33 1 / 3 percent of the profits or income"[^pr-694a-public-sector-inversion] This page addresses private employment; a Commonwealth research employer analyzes ownership under § 694a instead. For private employers the practical consequence of the inventor-first default is the same as elsewhere: the dependable path is a written present-assignment (*hereby assigns*) clause that transfers title automatically on conception, rather than a future promise to assign that leaves the employer with a mere equitable claim. ## Are trailing-assignment (holdover) clauses enforceable in Puerto Rico? {#holdover-clause-limit} **Short answer.** Unsettled. No Puerto Rico decision found in our review decides whether a trailing clause reaching inventions first conceived after employment ends is enforceable, and there is no statutory cap because there is no private-sector invention statute at all. What Puerto Rico supplies instead is a strict judge-made non-compete doctrine — *Arthur Young & Co. v. Vega III* — under which a restraint must be in writing, capped at twelve months, and supported by consideration beyond continued employment, on pain of total nullity with no judicial narrowing [^smarte-carte-five-elements][^arthur-young-twelve-month-ceiling]. Whether a holdover assignment would be recharacterized as such a restraint or treated as an ordinary title-allocation clause outside that doctrine is genuinely open. Two gaps define the Puerto Rico picture. First, there is no statute: nothing caps the duration of a post-employment trailing assignment or otherwise limits what such a clause may reach. Second, no Puerto Rico court found in our review has applied the non-compete doctrine — or any other doctrine — to an invention-holdover clause, so the invention-specific application of Puerto Rico's restraint rules is a prediction, not a holding. The restraint backdrop is strict. In *Arthur Young & Co. v. Vega III*, the Puerto Rico Supreme Court — writing in Spanish; an official English translation exists — struck a two-year client-service restriction in an accounting firm's employment contract and laid down a five-part framework for non-compete covenants. The federal district court in Puerto Rico summarized the framework in English in *Smarte Carte, Inc. v. Colón* [^smarte-carte-five-elements]: "The elements of a valid non-competition agreement in Puerto Rico as set forth in Arthur Young are: (1.) The employer must have a legitimate interest in the agreement; (2.)the scope of the prohibition must fit the employer’s interest but not exceed twelve months; (3.) The employer shall offer a consideration in exchange for the employee signing the non-competition covenant other than mere job tenure; (4.) Non-competition agreements must be valid contracts; (5.) Non-competition covenants must be in writing."[^smarte-carte-five-elements] Three of those elements carry direct consequences for a holdover clause, and the Spanish originals are worth quoting. The twelve-month ceiling is hard [^arthur-young-twelve-month-ceiling]: "El término de no competencia no debe excederse de doce (12) meses, entendiéndose que cualquier tiempo adicional es excesivo e innecesario para proteger adecuadamente al patrono."[^arthur-young-twelve-month-ceiling] In English — our translation of the Spanish original — the non-compete term must not exceed twelve months, any additional time being understood as excessive and unnecessary to adequately protect the employer. Consideration must go beyond simply keeping the job [^arthur-young-mere-permanence-consideration]: "Sin embargo, no se admitirá como causa del acuerdo de no competencia la mera permanencia en el empleo."[^arthur-young-mere-permanence-consideration] In our translation, mere continuation in employment will not be accepted as consideration for the non-compete agreement. And the covenant must be in writing [^arthur-young-writing-required]: "Finalmente, es indispensable que los pactos de no competencia consten por escrito."[^arthur-young-writing-required] The sanction for noncompliance is total. Rather than trimming an overbroad covenant to a reasonable scope, the court declares the whole pact null [^arthur-young-total-nullity], and *Smarte Carte* spells out that Puerto Rico refuses the common-law reasonableness rewrite [^smarte-carte-no-reasonableness-rewrite]: "This invalidation is strictly enforced, and courts are instructed not to apply the common law rule of reasonableness in order to modify the provision."[^smarte-carte-no-reasonableness-rewrite] *Smarte Carte*, quoting the official English translation of *Arthur Young*, also states the public-policy rationale — the hook through which a trailing assignment clause could be recharacterized, because a clause that assigns away future inventions functionally restrains what an ex-employee can do next [^smarte-carte-public-policy]: "violate contractual good faith but also public policy, by excessively and unjustifiably restricting the employee’s freedom of contract and the general public’s freedom of choice."[^smarte-carte-public-policy] The civilian vehicle for that nullity is the Civil Code of 2020 itself. Article 342(d) makes a juridical act null [^cc2020-art342d-public-order-nullity]: "si es contrario a la ley imperativa, la moral o el orden público"[^cc2020-art342d-public-order-nullity] In our translation, if it is contrary to imperative law, morals, or public order. And a mainland choice-of-law clause is unlikely to route around this doctrine, because Article 55(g) of the same Code provides that employment contracts under which services are rendered mainly in Puerto Rico are governed by Puerto Rico law [^cc2020-art55g-employment-choice-of-law]. The doctrine is current. In *MCG Therapy Group, LLC v. Maestre Rivera* — a 2026 independent-contractor professional-services case, not an employee case — the Puerto Rico Supreme Court validated the assignment of a contract carrying a non-compete, held that the counterparty's consent to such a cession may be tacit (continued performance after notice, without objection), and adopted a case-by-case reasonableness test for independent-contractor covenants while reaffirming *Arthur Young* as the governing employee-context rule [^mcg-therapy-reaffirms-arthur-young]: "Por considerar que la cesión de contratos es compatible con nuestro ordenamiento, resolvemos que los acuerdos de no competencia son válidos, siempre que las restricciones temporales, geográficas y materiales resulten razonables, protejan los intereses legítimos del contratante y no impongan cargas desproporcionadas al profesional ni afecten el interés público."[^mcg-therapy-reaffirms-arthur-young] In our translation, the court held that the assignment of contracts is compatible with the Puerto Rico legal order and that non-compete agreements are valid provided the temporal, geographic, and subject-matter restrictions are reasonable, protect the contracting party's legitimate interests, and impose no disproportionate burdens on the professional nor harm the public interest. That flexible standard is for independent contractors; for employees, the strict *Arthur Young* framework stands, and *MCG Therapy* cites it as the governing rule. The tacit-consent holding matters separately to invention assignments: when employment agreements ride an asset deal, continued performance after notice can supply the counterparty's consent to the transfer. Why the cell is unsettled rather than a settled limit: the *Arthur Young* line is expressly about non-compete covenants, and no Puerto Rico case in our review has extended it — or declined to extend it — to an invention-assignment clause. Both branches are live. If a court recharacterized a trailing assignment as a restraint, the operative limits would be stricter than generic reasonableness — twelve months, fresh consideration, a writing, and total nullity for noncompliance. If a court instead treated a tethered assignment clause as an ordinary title-allocation term — the path courts in some other jurisdictions have taken under their own restraint statutes, which is at most nonbinding analogy here — the clause would face only the Civil Code's general contract rules, with Article 342(d) public-order nullity as the outer bound and the employee-protective construction rule of *Cherena* narrowing any ambiguity: the federal district court in Puerto Rico there recognized [^cherena-real-need-limit]: "and that, in the case of a non-competition clause or contract, a company is barred from imposing restrictions that exceed the real need to protect the company from competition."[^cherena-real-need-limit] No Puerto Rico authority supports any particular durational boundary for a holdover assignment, and no authority found in our review has enforced or voided one. The safe reading is that an aggressive trailing clause is at meaningful risk of being tested — and, if recharacterized, voided in full without judicial narrowing — under an employee-restraint doctrine that is stricter than the generic reasonableness review most no-statute jurisdictions apply [^arthur-young-twelve-month-ceiling][^smarte-carte-no-reasonableness-rewrite]. > [!NOTE] > **Practice note.** > > Do not draft for Puerto Rico as though it were a mainland common-law state. There is no private-sector invention statute, so there is no statutory carve-out and no notice safe harbor — the clause stands or falls on the Civil Code contract itself, and because ownership starts with the inventor, use present-assignment (*hereby assigns*) language that passes title automatically rather than a bare promise to assign [^stanford-traceback-practice]. Draft any trailing or holdover assignment to survive even if a court recharacterizes it as a restraint under Puerto Rico's non-compete doctrine: keep it within twelve months of termination, tether it to work performed and confidential information received during the employment, and put it in a signed writing. Give fresh consideration — a signing bonus, a raise, a promotion — for any invention-assignment agreement rolled out mid-employment, because mere continuation in employment is not valid consideration for a restraint under Puerto Rico law [^arthur-young-mere-permanence-consideration-practice]. And do not count on a court to save an overbroad clause by narrowing it — Puerto Rico courts are instructed not to apply the common-law reasonableness rule to modify a noncompliant restraint, which is declared null in full [^smarte-carte-no-reasonableness-rewrite-practice]. [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-07-03. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Puerto Rico. This article synthesizes Puerto Rico primary law and is not legal advice from a Puerto Rico-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 Puerto Rico*, OpenAgreements (last updated July 3, 2026), https://openagreements.org/practice-guides/invention-assignment/us/puerto-rico. [^pr-694a-public-sector-only]: **3 L.P.R.A. § 694a** — "shall be the exclusive property of the Commonwealth of Puerto Rico" *3 L.P.R.A. § 694a (quoted from the English translation of the Laws of Puerto Rico).* [^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).* [^cc2020-art53-ip-governing-law]: **P.R. Civil Code of 2020, art. 53 (31 L.P.R.A. § 5415)** — "Los derechos de propiedad intelectual e industrial se rigen por la ley vigente en Puerto Rico." *Cód. Civ. P.R. art. 53, 31 L.P.R.A. § 5415 (2020).* [^ley-55-2012-work-for-hire-no-moral-rights]: **Ley 55-2012 (Ley de Derechos Morales de Autor), art. 7 (31 L.P.R.A. § 1401o)** — "La obra creada como un ‘trabajo hecho por encargo’ no genera derechos morales, excepto que así se disponga mediante acuerdo escrito y firmado." *Ley de Derechos Morales de Autor de Puerto Rico, Ley 55-2012, art. 7, 31 L.P.R.A. § 1401o.* [^ley-80-2011-employee-ndas]: **Ley 80-2011 (Ley para la Protección de Secretos Comerciales e Industriales), 10 L.P.R.A. § 4133(c)** — "requerir a los empleados de la empresa autorizados a acceder la información, el firmar acuerdos de confidencialidad" *Ley para la Protección de Secretos Comerciales e Industriales de Puerto Rico, Ley 80-2011, 10 L.P.R.A. § 4133(c).* [^friger-image-rights-written-transfer]: **Friger Salgueiro v. Mech-Tech College, LLC** — "interpretamos que el derecho a la publicidad o los derechos sobre la propia imagen comerciales son transmisibles únicamente a través de un acuerdo escrito o mediante sucesión intestada, sin importar la relación laboral, contractual, o de otra naturaleza habida entre las partes." *Friger Salgueiro v. Mech-Tech College, LLC, 2026 TSPR 30, 218 DPR ___ (2026).* [^pr-694a-no-notice-mechanism]: **3 L.P.R.A. § 694a** — "shall be the exclusive property of the Commonwealth of Puerto Rico" *3 L.P.R.A. § 694a (quoted from the English translation of the Laws of Puerto Rico).* [^cherena-adhesion-weaker-party]: **Cherena v. Coors Brewing Co.** — "that any doubt in its interpretation should be construed in favor of the weaker party" *Cherena v. Coors Brewing Co., 20 F. Supp. 2d 282 (D.P.R. 1998).* [^banks-inventor-general-rule]: **Banks v. Unisys Corp.** — "The general rule is that an individual owns the patent rights to the subject matter of which he is an inventor, even though he conceived it or reduced it to practice in the course of his employment. There are two exceptions to this rule: first, an employer owns an employee’s invention if the employee is a party to an express contract to that effect; second, where an employee is hired to invent something or solve a particular problem, the property of the invention related to this effort may belong to the employer." *Banks v. Unisys Corp., 228 F.3d 1357 (Fed. Cir. 2000).* [^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-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).* [^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).* [^pr-694a-public-sector-inversion]: **3 L.P.R.A. § 694a** — "which shall not be greater than 33 1 / 3 percent of the profits or income" *3 L.P.R.A. § 694a (quoted from the English translation of the Laws of Puerto Rico).* [^smarte-carte-five-elements]: **Smarte Carte, Inc. v. Colón** — "The elements of a valid non-competition agreement in Puerto Rico as set forth in Arthur Young are: (1.) The employer must have a legitimate interest in the agreement; (2.)the scope of the prohibition must fit the employer’s interest but not exceed twelve months; (3.) The employer shall offer a consideration in exchange for the employee signing the non-competition covenant other than mere job tenure; (4.) Non-competition agreements must be valid contracts; (5.) Non-competition covenants must be in writing." *Smarte Carte, Inc. v. Colón, 47 F. Supp. 2d 183 (D.P.R. 1999) (summarizing Arthur Young & Co. v. Vega III, 136 D.P.R. 157 (1994)).* [^arthur-young-twelve-month-ceiling]: **Arthur Young & Co. v. Vega III** — "El término de no competencia no debe excederse de doce (12) meses, entendiéndose que cualquier tiempo adicional es excesivo e innecesario para proteger adecuadamente al patrono." *Arthur Young & Co. v. Vega III, 136 D.P.R. 157 (1994) (official English translation, P.R. Offic. Trans., 94 J.T.S. 75).* [^arthur-young-mere-permanence-consideration]: **Arthur Young & Co. v. Vega III** — "Sin embargo, no se admitirá como causa del acuerdo de no competencia la mera permanencia en el empleo." *Arthur Young & Co. v. Vega III, 136 D.P.R. 157 (1994) (official English translation, P.R. Offic. Trans., 94 J.T.S. 75).* [^arthur-young-writing-required]: **Arthur Young & Co. v. Vega III** — "Finalmente, es indispensable que los pactos de no competencia consten por escrito." *Arthur Young & Co. v. Vega III, 136 D.P.R. 157 (1994) (official English translation, P.R. Offic. Trans., 94 J.T.S. 75).* [^arthur-young-total-nullity]: **Arthur Young & Co. v. Vega III** — "se declarará nulo todo pacto de no competir que no cumpla con las condiciones anteriores." *Arthur Young & Co. v. Vega III, 136 D.P.R. 157 (1994) (official English translation, P.R. Offic. Trans., 94 J.T.S. 75).* [^smarte-carte-no-reasonableness-rewrite]: **Smarte Carte, Inc. v. Colón** — "This invalidation is strictly enforced, and courts are instructed not to apply the common law rule of reasonableness in order to modify the provision." *Smarte Carte, Inc. v. Colón, 47 F. Supp. 2d 183 (D.P.R. 1999).* [^smarte-carte-public-policy]: **Smarte Carte, Inc. v. Colón** — "violate contractual good faith but also public policy, by excessively and unjustifiably restricting the employee’s freedom of contract and the general public’s freedom of choice." *Smarte Carte, Inc. v. Colón, 47 F. Supp. 2d 183 (D.P.R. 1999) (quoting the official English translation of Arthur Young & Co. v. Vega III, 136 D.P.R. 157 (1994)).* [^cc2020-art342d-public-order-nullity]: **P.R. Civil Code of 2020, art. 342(d) (31 L.P.R.A. § 6312)** — "si es contrario a la ley imperativa, la moral o el orden público" *Cód. Civ. P.R. art. 342(d), 31 L.P.R.A. § 6312 (2020).* [^cc2020-art55g-employment-choice-of-law]: **P.R. Civil Code of 2020, art. 55(g) (31 L.P.R.A. § 5422)** — "los contratos de empleo en los cuales los servicios son prestados principalmente en Puerto Rico, se rigen por la ley de Puerto Rico." *Cód. Civ. P.R. art. 55(g), 31 L.P.R.A. § 5422 (2020).* [^mcg-therapy-reaffirms-arthur-young]: **MCG Therapy Group, LLC v. Maestre Rivera** — "Por considerar que la cesión de contratos es compatible con nuestro ordenamiento, resolvemos que los acuerdos de no competencia son válidos, siempre que las restricciones temporales, geográficas y materiales resulten razonables, protejan los intereses legítimos del contratante y no impongan cargas desproporcionadas al profesional ni afecten el interés público." *MCG Therapy Group, LLC v. Maestre Rivera, 2026 TSPR 56, 218 DPR ___ (2026).* [^cherena-real-need-limit]: **Cherena v. Coors Brewing Co.** — "and that, in the case of a non-competition clause or contract, a company is barred from imposing restrictions that exceed the real need to protect the company from competition." *Cherena v. Coors Brewing Co., 20 F. Supp. 2d 282 (D.P.R. 1998).* [^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).* [^arthur-young-mere-permanence-consideration-practice]: **Arthur Young & Co. v. Vega III** — "Sin embargo, no se admitirá como causa del acuerdo de no competencia la mera permanencia en el empleo." *Arthur Young & Co. v. Vega III, 136 D.P.R. 157 (1994) (official English translation, P.R. Offic. Trans., 94 J.T.S. 75).* [^smarte-carte-no-reasonableness-rewrite-practice]: **Smarte Carte, Inc. v. Colón** — "This invalidation is strictly enforced, and courts are instructed not to apply the common law rule of reasonableness in order to modify the provision." *Smarte Carte, Inc. v. Colón, 47 F. Supp. 2d 183 (D.P.R. 1999).*