Can a Tennessee employer require assignment of every invention?
There is no statutory ceiling. Unlike California or New York, Tennessee has no employee-invention-assignment statute — nothing that voids an assignment of a true own-time, own-resource invention — so an assignment clause's reach is bounded only by ordinary contract law, the federal inventor-owns default, and the federal patent and copyright overlay. The baseline the contract operates against is that rights in an invention belong to the inventor, and the closest Tennessee-linked authority shows Tennessee courts enforcing a broad written assignment clause as a matter of contract. On a touch screen, a tap shows all 2 sources in this group.
Because there is no statute on point, the limits come from general principles rather than a legislative carve-out. Title 50 of the Tennessee Code (Employer and Employee) contains no invention-, patent-, or intellectual-property-assignment provision, and the only invention-focused statute anywhere in the code is the consumer-facing Invention Development law, T.C.A. §§ 47-25-1201 to 47-25-1222, which regulates invention-promotion firms selling development services to inventors — not employers taking assignments from employees. Tennessee does regulate adjacent restraints — trade secrets under the Tennessee Uniform Trade Secrets Act, T.C.A. §§ 47-25-1701 to 47-25-1709, healthcare-provider noncompetes under T.C.A. § 63-1-148, and, since July 1, 2026, general noncompete agreements under T.C.A. §§ 50-1-210 and 50-1-211 — but none of these tells an employer which inventions it may require an employee to assign. That question is answered by the contract and the federal baseline.
The substantive default the contract operates against is the federal patent premise restated in Stanford v. Roche: absent an effective assignment, rights in an invention belong to the person who conceived it .
The closest Tennessee-linked case is Dyer v. Intera Corp., a Sixth Circuit decision recounting Tennessee chancery proceedings in which the court enforced a written assignment agreement that reached every invention made during employment, ordering the departed employee to execute the assignments the contract promised . Dyer itself is a preclusion opinion, not a merits exposition of Tennessee invention-ownership doctrine, but its recital of the Tennessee proceedings evidences that Tennessee courts treat these clauses as enforceable contracts.
The practical consequence is that a Tennessee employer can, in principle, contract for assignment more broadly than a California or New York employer, because no statute carves out own-time inventions from the reach of the clause. But that breadth is not unlimited: an assignment clause is still an ordinary contract term, subject to general contract-law defenses and, where it functions as a restraint on the employee, to Tennessee's reasonableness limits on restraints. There is simply no statutory own-time/own-resource safe harbor for the employee to invoke and no statutory ceiling for the drafter to code around.
Sources for this answer
Stanford 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 Tennessee 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).
Dyer v. Intera Corp. recounts Tennessee chancery proceedings enforcing a written invention-assignment agreement that reached all inventions made during employment — the closest Tennessee-linked authority showing Tennessee courts enforce broad written assignment clauses as contracts.
The agreement provided that all inventions, discoveries, and improvements made by Dyer during his employment, dating back to his first day at work, were to become solely the property of Intera.
See Dyer v. Intera Corp., 870 F.2d 1063 (6th Cir. 1989).
Must a Tennessee employer notify the employee?
Not applicable. Because Tennessee 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). What Tennessee enforces instead is contractual: disclosure and assignment duties arise from the terms of the agreement itself, and Tennessee courts enforce those terms as written .
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; Tennessee 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 Tennessee does not have. The disclosure rules that do exist in the Tennessee Code on this vocabulary — the mandatory disclosures of the Invention Development law, T.C.A. § 47-25-1207 — bind invention-promotion firms selling services to consumers, not employers taking assignments from employees.
Where Tennessee does impose disclosure and assignment duties, they come from the contract. In the proceedings recounted in Dyer v. Intera Corp., the Tennessee chancery court enforced the written agreement's all-inventions assignment as drafted — no statutory notice or disclosure formality was in play, because none exists .
For a multistate employer the takeaway is the inverse of the notice states: a Tennessee 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 entirely on the contract language and the general limits on restraints, not on any statutory notice or disclosure formality.
Sources for this answer
Dyer v. Intera Corp. shows that in Tennessee an employee's invention-disclosure and assignment duties arise from the terms of the written agreement itself, which the Tennessee chancery court enforced as drafted — there is no statutory notice or disclosure formality.
The agreement provided that all inventions, discoveries, and improvements made by Dyer during his employment, dating back to his first day at work, were to become solely the property of Intera.
See Dyer v. Intera Corp., 870 F.2d 1063 (6th Cir. 1989).
Who owns an invention by default in Tennessee?
The inventor, unless hired to invent. Absent a written assignment, the baseline under federal patent law — which governs who holds title to a patentable invention in Tennessee as elsewhere — is that rights belong to the employee who conceived it. The narrow exception is the employee hired to invent, whose resulting invention the employer may claim. On a touch screen, a tap shows all 2 sources in this group.
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 .
Tennessee has not added a state gloss of its own: no reported Tennessee appellate decision found in our review articulates the hired-to-invent or shop-right doctrines in the employee-invention context, so a Tennessee court confronting the question would be writing on a clean state slate and would most likely apply the federal baseline directly. Short of hired-to-invent, where an employee uses 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. Because ownership therefore starts with the inventor and Tennessee has no statute or on-point case law filling the gap, the dependable path for an employer is a written present-assignment (hereby assigns) clause that transfers legal title automatically on conception, rather than a future promise to assign that leaves the employer with a mere equitable claim.
Sources for this answer
Stanford v. Roche confirms the long-standing premise of U.S. patent law that rights in an invention belong to the inventor.
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).
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.
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).
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).
Are trailing-assignment (holdover) clauses enforceable in Tennessee?
Probably yes if reasonable, but no Tennessee case decides the point. No Tennessee decision found in our review squarely addresses a trailing clause reaching inventions first conceived after employment ends, and there is no statutory temporal cap because there is no invention-assignment statute at all. What Tennessee does have is a well-developed restrictive-covenant reasonableness doctrine — covenants restraining a former employee are disfavored and enforced only to protect a legitimate interest beyond ordinary competition — and a Tennessee court would most likely test a holdover assignment by analogy under that doctrine rather than any invention-specific rule. On a touch screen, a tap shows all 2 sources in this group.
Two gaps define the Tennessee 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, our review found no Tennessee decision applying the restrictive-covenant limits specifically to an invention-holdover clause, so extending them is a prediction by analogy, not a holding.
The analogy is nonetheless strong, because a clause that captures inventions an ex-employee conceives after leaving operates as a restraint on the former employee's ability to work in the field. Tennessee's leading modern statement treats such restraints as disfavored and enforceable only within limits. In Hasty v. Rent-A-Driver, Inc., the Tennessee Supreme Court explained that a protectable interest requires something beyond the employer's ordinary interest in freedom from competition .
“An employer, however, cannot by contract restrain ordinary competition.”
Hasty pairs that rule with its threshold showing: enforcement requires special facts elevating the employer's interest above ordinary competition .
The reasonableness test itself comes from Allright Auto Parks, Inc. v. Berry, which declines any fixed formula and instead weighs a familiar set of factors .
Applied by analogy, those factors point toward enforcing a trailing clause only when it is short, tied to the employer's confidential information or work the employee actually performed, and no broader than the employer's legitimate interest requires — and toward striking a dragnet clause that sweeps in everything a former employee invents.
Since July 1, 2026, that common-law backdrop sits alongside a new statute. 2026 Tenn. Pub. Acts ch. 934 (HB 1034), codified at T.C.A. §§ 50-1-210 and 50-1-211 (official session-law text), took effect on July 1, 2026 and applies prospectively to proceedings occurring and agreements entered into, renewed, or amended on or after that date. Section 50-1-211 bars an employer from requiring, requesting, or enforcing a noncompete agreement against an employee whose annualized compensation is under $70,000, making violating agreements void as a matter of public policy; § 50-1-210 adds rebuttable presumptions that restraints of two years or less are reasonable in time for employees and independent contractors (with longer presumptive windows for distributors, franchisees, licensees, and sale-of-business covenants) and codifies judicial modification of overbroad covenants; and § 50-1-210(c) expressly exempts confidentiality, nondisclosure, and customer- or employee-nonsolicitation agreements. The act says nothing about invention-assignment or holdover clauses, and it does not define which restraints count as a noncompete agreement.
Open statutory question: because the act is silent on invention assignment and leaves its central term undefined, whether a dragnet trailing-assignment clause imposed on an employee earning under $70,000 could be attacked as a voided noncompete under § 50-1-211 is genuinely open. A narrow holdover tied to confidential information looks more like the exempted confidentiality family under § 50-1-210(c); a broad one that keeps a departed engineer out of the field functions more like the restraint the act targets. No court has addressed the question, and the safe reading is that the act raises the stakes for overbroad trailing clauses without settling their treatment.
Sources for this answer
Hasty v. Rent-A-Driver states Tennessee's rule that an employer cannot by contract restrain ordinary competition — the doctrine a Tennessee court would most likely apply by analogy to a post-employment trailing-assignment clause.
An employer, however, cannot by contract restrain ordinary competition.
See Hasty v. Rent-A-Driver, Inc., 671 S.W.2d 471 (Tenn. 1984).
Hasty v. Rent-A-Driver requires special facts over and above ordinary competition before an employer is entitled to enforce a restraint against a former employee.
In order for an employer to be entitled to protection, there must be special facts present over and above ordinary competition.
See Hasty v. Rent-A-Driver, Inc., 671 S.W.2d 471 (Tenn. 1984).
Allright Auto Parks v. Berry supplies Tennessee's multi-factor reasonableness test for restraints — consideration, threatened danger to the employer, economic hardship on the employee, and the public interest — the framework a court would most likely borrow for an invention-holdover clause.
Among these are: the consideration supporting the agreements; the threatened danger to the employer in the absence of such an agreement; the economic hardship imposed on the employee by such a covenant; and whether or not such a covenant should be inimical to public interest.
See Allright Auto Parks, Inc. v. Berry, 409 S.W.2d 361 (Tenn. 1966).
Dyer v. Intera Corp. recounts Tennessee chancery proceedings enforcing a written invention-assignment agreement that reached all inventions made during employment — the closest Tennessee-linked authority showing Tennessee courts enforce broad written assignment clauses as contracts.
The agreement provided that all inventions, discoveries, and improvements made by Dyer during his employment, dating back to his first day at work, were to become solely the property of Intera.
See Dyer v. Intera Corp., 870 F.2d 1063 (6th Cir. 1989).
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.
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 assume a Tennessee employee works like a California or New York one. There is no invention-assignment statute here, so there is no statutory carve-out to rely on and no notice safe harbor — the validity of the assignment turns entirely on the contract language, which Tennessee courts enforce as written . Draft with present-assignment (hereby assigns) language so title passes automatically rather than resting on a future promise, and remember that ownership starts with the inventor, so an employer's rights are only as good as the words that transfer them . Keep any trailing or holdover assignment narrow, short, and tied to the employer's confidential information: no Tennessee case has decided one, an overbroad clause risks being struck as a restraint on ordinary competition , and for employees earning under $70,000 the untested reach of Tennessee's 2026 noncompete statute (T.C.A. § 50-1-211, effective July 1, 2026) adds a further reason not to draft a trailing clause that functions as a de facto noncompete.
What does federal law require a confidentiality and invention assignment agreement in Tennessee to say about whistleblowers and pay?
An employee confidentiality, non-compete, or invention assignment agreement signed or updated now that governs trade secrets or other confidential information must give the Defend Trade Secrets Act whistleblower-immunity notice, and for employees the National Labor Relations Act covers, Section 7 of that Act protects concerted activity, including joining together over pay and working conditions, that a broad confidentiality clause can restrict. The employer may satisfy the notice duty by cross-referencing a qualifying policy document provided to the employee, but an employer that omits the notice may not be awarded exemplary damages or attorney fees under the Defend Trade Secrets Act in an action against an employee who was not given notice.
The notice describes a federal immunity: an individual cannot be held liable under federal or state trade-secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a court filing made under seal. For an agreement signed or updated now, the duty to give that notice reaches any agreement with an employee that governs trade secrets or other confidential information, whatever else the agreement does.
Section 7 gives employees the National Labor Relations Act covers a statutory right to engage in concerted activity for mutual aid or protection, including joining together to improve pay and working conditions. For employees the Act covers, the Board's work-rule standard adopted in 2023 makes a rule presumptively unlawful if it has a reasonable tendency to chill employees from exercising their Section 7 rights; an employer can rebut that presumption only by showing a legitimate and substantial business interest it cannot serve with a more narrowly tailored rule. The 2023 standard may change, but the Section 7 right it enforces is statutory. State law may add its own requirements for the same clauses.
A form carried over without the immunity notice, or a cross-reference to a reporting policy the employee never received, leaves the confidentiality clause without a valid notice, so the Act's exemplary damages and attorney fees are unavailable against that employee. A Confidential Information definition that sweeps in pay and working conditions with no carve-out exposes the employer to an unfair-labor-practice finding for employees the Act covers.
Sources for this answer
An individual is immune from criminal and civil liability under federal and state trade-secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a court filing made under seal.
An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that— (A) is made— (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
See 18 U.S.C. § 1833(b)(1).
An employer must give notice of the trade-secret whistleblower immunity in any contract or agreement with an employee that governs the use of a trade secret or other confidential information.
An employer shall provide notice of the immunity set forth in this subsection in any contract or agreement with an employee that governs the use of a trade secret or other confidential information.
See 18 U.S.C. § 1833(b)(3)(A).
An employer complies with the notice requirement by cross-referencing a policy document, provided to the employee, that sets out the employer's reporting policy for a suspected violation of law.
An employer shall be considered to be in compliance with the notice requirement in subparagraph (A) if the employer provides a cross-reference to a policy document provided to the employee that sets forth the employer's reporting policy for a suspected violation of law.
See 18 U.S.C. § 1833(b)(3)(B).
An employer that does not give the required notice may not be awarded exemplary damages or attorney fees in a trade-secret action against an employee who did not receive it.
If an employer does not comply with the notice requirement in subparagraph (A), the employer may not be awarded exemplary damages or attorney fees under subparagraph (C) or (D) of section 1836(b)(3) in an action against an employee to whom notice was not provided.
See 18 U.S.C. § 1833(b)(3)(C).
Section 7 gives employees the right to engage in concerted activities for mutual aid or protection, the statutory basis for keeping discussion of pay and working conditions outside confidentiality restrictions.
Employees shall have the right to self-organization, to form, join, or assist labor organizations, to bargain collectively through representatives of their own choosing, and to engage in other concerted activities for the purpose of collective bargaining or other mutual aid or protection, and shall also have the right to refrain from any or all of such activities except to the extent that such right may be affected by an agreement requiring membership in a labor organization as a condition of employment as authorized in section 158(a)(3) of this title.
See 29 U.S.C. § 157 (NLRA § 7).
The National Labor Relations Board protects the right of private-sector employees, with or without a union, to join together to improve wages, benefits, and working conditions.
Established in 1935, the National Labor Relations Board is an independent federal agency that protects employees from unfair labor practices and protects the right of private sector employees to join together, with or without a union, to improve wages, benefits and working conditions.
See NLRB Office of Public Affairs, news release of Feb. 21, 2023 (agency mission statement).
Under the work-rule standard the Board adopted in 2023, a rule with a reasonable tendency to chill employees from exercising their Section 7 rights is presumptively unlawful unless the employer proves a legitimate and substantial business interest it cannot advance with a more narrowly tailored rule.
Under the new standard adopted in Stericycle, the General Counsel must prove that a challenged rule has a reasonable tendency to chill employees from exercising their rights. If the General Counsel does so, then the rule is presumptively unlawful. However, the employer may rebut the presumption by proving that the rule advances a legitimate and substantial business interest and that the employer is unable to advance that interest with a more narrowly tailored rule.
See Stericycle, Inc., 372 NLRB No. 113 (2023); NLRB Office of Public Affairs, Board Adopts New Standard for Assessing Lawfulness of Work Rules (Aug. 2, 2023).