Prompt Pilotby Write.law
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Analyze

Review an employee or contractor IP assignment

Audits the assignment verb, scope, work-for-hire fallback, prior-inventions schedule, and post-employment restrictions, and tells you which gaps would actually leave the company without the IP it paid for.

About 15 minintermediateIn-house, Employment, IP

Your prompt5,147 characters

Still to fill in: Agreement text, Worker's location and governing law, Role and what they will build

RoleYou are an in-house counsel who has cleaned up two companies whose worker paperwork did not actually transfer the IP. One of them found out in diligence, three weeks before signing. You read for the words that do the transferring, you know which post-employment restrictions are decorative in the worker's state, and you never flag a gap without supplying the language that closes it.What I needAudit the IP provisions below for the Employee (W-2) working as Role and what they will build, and tell me what would leave the company without ownership.InputsAgreement: Agreement text Worker type: Employee (W-2) Role and what they will build: Role and what they will build Location and governing law: Worker's location and governing law Why I am reviewing: New hire, before signatureHow to work this1. Find the operative assignment language and quote it with its section number. If it says "agrees to assign" rather than "hereby assigns," that is the headline finding: a promise to assign later is not a transfer. 2. Test scope against Role and what they will build: does it reach work created during the engagement, using company resources, or relating to the actual or anticipated business, and does it carve out genuinely personal work? Overreach is what gets clauses struck. 3. Check the work-for-hire clause for an assignment fallback. For the Employee (W-2) the statutory categories are narrow, and without a backstop the copyright can stay with the worker. 4. Audit the paperwork around the clause: whether the prior-inventions schedule is actually attached and completed rather than merely referenced, plus moral-rights waiver, further assurances, and power of attorney. 5. Apply Worker's location and governing law: the mandatory invention carve-out, the enforceability of any non-compete and of customer versus employee non-solicits, and whether the governing-law clause actually routes around the worker's home-state protections. 6. Sort every finding into Fatal (the company does not own something), Fix before signature, or Note. Every Fatal and Fix carries replacement language I could paste into the document.Ask me firstBefore you produce anything, ask me these questions, then stop and wait: 1. Is this agreement already signed, or can I still change it before signature? A signed agreement gets a remediation plan and a confirmatory assignment; an unsigned one gets redlines. 2. Is this person bringing prior work: an open-source project, a side company, a pending application, anything from a former employer, and has anyone asked them in writing? 3. Does what they will build touch a product line we will need to license, sell, or represent as owned in a financing or acquisition? 4. Is this our standard template or a one-off? If it is the template, every gap you find is multiplied by headcount and the fix is a project, not a redline. Do not begin the audit until I answer. If I tell you to proceed anyway, state each assumption at the top of your output and mark it [ASSUMPTION - verify].Output formatScore: GREEN / YELLOW / RED, one sentence. Audit table: requirement, present?, quoted language with section number, gap, replacement text, covering assignment tense, scope, work-for-hire fallback, prior-inventions schedule, moral rights, further assurances, state carve-out, confidentiality, whistleblower notice, and each post-employment restriction. Jurisdiction notes. Top five fixes. HR onboarding checklist. End with one line naming the two of my answers that most changed this audit: say what score and what top fix you would have landed on without them. If an answer moved nothing, say so; it means I should not have been asked.Never do this- If this audit would read the same for any worker in any state, it is too generic. Name the actual section numbers, the rule where this worker sits, and what they will build. - No hedging filler. Cut "arguably," "it should be noted," and "may be unenforceable" where you can name the rule that applies. Do not tell me to consult an attorney. I am the one clearing this agreement. - Every statute, code section, and case must come from my inputs or carry [UNVERIFIED - confirm current law before signature]. Never invent a code section number or a state's carve-out statute. - Non-compete and invention-assignment law changes every year. Where you do not know the current rule in Worker's location and governing law, say you do not know and mark it for verification rather than stating a clean rule you cannot support. - Do not pad. A tight agreement with two gaps gets a short audit. Length is not value.Before you answer- Did I quote the actual assignment verb, with its section number? - Does every Fatal and Fix carry paste-ready replacement language? - Did I check whether the prior-inventions schedule is attached, not just referenced? - Is every statutory reference from my inputs or marked unverified? - Would this audit be useless for the same agreement in a different state? It should be.

Adds driver's-seat tunes: options instead of answers, questions before work, every citation flagged. Your values come with it.

2

Pressure-test it

Makes the AI switch hats and attack its own answer.

The fight is never over the work she was hired to do: it is over what she built on a Saturday. Read your own redlines as the plaintiff-side employment lawyer representing this worker. Name the two provisions you would argue are unenforceable where she sits, the one you would attack as so overbroad it should be struck in its entirety, and the sentence you would read to a judge to make the company look greedy. Then tighten each so it survives. Enforceable on day one beats aggressive on paper.
3

Go deeper

Pushes the work further once the basics are right.

If the worker never lists what she already built, the dispute has no record to work from. Produce the one-page prior-inventions disclosure form the worker completes at onboarding: plain-English instructions explaining why it protects them as well as the company, a schedule with columns for title, date, brief description, whether a third party has rights, and patent or application number, a "none" checkbox that is affirmative rather than a blank, and a signature and attestation block.

Before you run it

What to gather first

  • Whether the agreement is signed yet, or still open to redlines
  • Where the worker actually sits, and what the agreement says governs
  • Whether the worker is bringing prior inventions, open-source work, or a side project
  • What they will build, and whether it touches a product you will need to represent as owned
  • Whether this is the company's standard template or a one-off

Watch for

  • The distinction between "hereby assigns" and "agrees to assign" is not stylistic. A promise to assign in the future can leave title with the worker and defeat the company's claim. This is what Stanford v. Roche turned on.
  • Non-compete and invention-assignment law changes almost every year, by state and by legislature. Anything the model tells you about current enforceability needs to be confirmed against the statute before you rely on it.
  • Federal trade-secret law conditions certain remedies on giving the worker a written immunity notice. Omit it and you can lose exemplary damages and fees in a case you otherwise win.
  • The governing-law clause does not decide which state's restrictions apply. Several states void choice-of-law provisions that route around their own employee protections. Check where the worker sits.
  • Non-US workers frequently need country-specific formalities for a valid assignment, and moral rights are inalienable in some jurisdictions. US-style language alone is often not enough.

What comes back

A score of GREEN, YELLOW, or RED with a one-sentence reason. Then an audit table: requirement, present or not, quoted language with section number, the gap, and replacement text, covering assignment tense, scope, work-for-hire fallback, prior-inventions schedule, moral rights, further assurances and power of attorney, state invention carve-out, confidentiality, whistleblower-immunity notice, and post-employment restrictions. Then jurisdiction-specific notes, the top five fixes in order, and an HR onboarding checklist.

See an example of what you’ll get
*(After you answer the four questions: unsigned, contractor bringing two open-source projects, building core ingestion services that sit under a product line we would have to represent as owned in a financing, and this is the standard template used for all forty contractors.)* Score: RED. The agreement uses a future-tense assignment for a contractor building core platform code, has no prior-inventions schedule attached, and omits the mandatory California carve-out. As the standard template, each of these is multiplied across forty workers. Audit table | Requirement | Present? | Quoted | Gap | Replacement | |---|---|---|---|---| | Present-tense assignment | No | § 4.1: "Contractor agrees to assign to Company all right, title and interest in and to all Inventions" | A promise to assign, not a transfer. For a contractor writing ingestion services, this is the whole ballgame. | "Contractor hereby irrevocably assigns, and shall be deemed to have assigned, to Company all right, title, and interest in and to all Inventions." | | Scope | Partial | § 4.1 covers work "performed under this Agreement" | Does not reach work created using Company resources or relating to the Company's anticipated business. | Extend to inventions conceived during the engagement that relate to the Company's actual or anticipated business or are made using Company time, resources, or confidential information. | | Work-for-hire fallback | No | § 4.2 recites work made for hire only | For a 1099 contractor, the work-made-for-hire categories are narrow and platform code is not obviously in them. Without a fallback, copyright can stay with the contractor. | "To the extent any Work Product does not qualify as a work made for hire, Contractor hereby assigns it to Company." | | Prior-inventions schedule | Missing | § 4.3 refers to "Schedule A" | No Schedule A exists. She is bringing two open-source projects. Without a completed schedule she can later claim any module was pre-existing. | Attach Schedule A; require completion, including an affirmative "none" box, before the first commit. | | Moral rights waiver | Missing | none | Nothing addresses attribution or integrity rights. | "To the maximum extent permitted by law, Contractor waives all moral rights and rights of attribution and integrity in the Work Product." | | Further assurances + POA | Yes | § 4.4 | Adequate; power of attorney is present and survives termination. | none | | State invention carve-out | Missing | none | She sits in California, which requires an express carve-out for inventions developed on her own time without Company resources. [UNVERIFIED - confirm the current statutory text and notice requirement before signature] | Add the carve-out with the statutory text reproduced, plus written notice at signature. | | Confidentiality | Yes | § 5 | Adequate; survives three years. | none | | Whistleblower immunity notice | Missing | none | Without the federal immunity notice, exemplary damages and fees may be unavailable in a trade-secret action. [UNVERIFIED - confirm current statutory language] | Add the notice verbatim as § 5.6. | | Non-compete | Yes | § 7.1, twelve months | Almost certainly void where she sits, and including it can itself create exposure. [UNVERIFIED - confirm current California law] | Strike entirely for California workers. | | Customer non-solicit | Yes | § 7.2 | Very likely unenforceable in California. | Strike. | | Employee non-solicit | Yes | § 7.3, twenty-four months | Overbroad on duration and covers indirect solicitation. | Narrow to twelve months and direct solicitation only, tied to confidential information. | Jurisdiction notes: California worker, Delaware governing law. The Delaware choice-of-law clause in § 12 does not reliably import Delaware's more permissive non-compete rules for a worker sitting in San Diego; California has statutory protections against exactly that routing. Treat § 7 as governed by California law and draft accordingly. [UNVERIFIED - confirm the current statute and any 2025–2026 amendments before signature.] Top five fixes, in order 1. Replace "agrees to assign" with "hereby assigns" in § 4.1. Nothing else matters if this stays. 2. Attach and require completion of Schedule A before her first commit. She has two open-source projects and no schedule. 3. Add the work-for-hire fallback assignment in § 4.2. She is a contractor; the recital alone does not carry it. 4. Add the California invention carve-out with statutory text and notice. 5. Strike § 7.1 and § 7.2; narrow § 7.3 to twelve months and direct solicitation. HR onboarding checklist - Send Schedule A with the offer; completed and returned before the engagement starts, with an affirmative "none" box rather than a blank. - Confirm signature on the assignment language and separate written acknowledgment of the state carve-out notice. - Retain the signed agreement and Schedule A for the engagement plus seven years. - Because this is the standard template: run the same five fixes across all forty contractor agreements, and flag anyone already engaged on core platform code for a signed confirmatory assignment. What your answers changed. That this is the standard template and not a one-off is what makes the score RED rather than YELLOW and what put the last bullet on the HR checklist: for a single hire this is five redlines and a Friday deadline; across forty contractors § 4.1 is an open ownership question on every line of platform code already written, and fix 1 becomes a signature campaign rather than a word change. That it is unsigned is why the fifth column is replacement text at all; on a signed agreement the same table produces confirmatory assignments to chase and a Schedule A to collect after the fact, and the top-five list opens with the forty existing contractors instead of with § 4.1. Your answer that this work sits under a product line you would have to represent as owned changed nothing. She is writing the ingestion and normalization services, and § 4.1 is the headline whether or not a financing is coming.
Why this prompt is built the way it is
## Framework 1. **Present-tense assignment.** "Hereby assigns" transfers; "agrees to assign" is a promise that may leave title with the worker. This is the first thing you check and usually the headline. 2. **Scope with a personal carve-out.** Created during the engagement, using company resources, or relating to the actual or anticipated business, with genuinely personal work carved out, because overreach is what gets a clause struck. 3. **Work-for-hire plus a fallback.** Work made for hire reaches only certain categories, and for independent contractors the statutory list is narrow. Without an assignment backstop the copyright can stay with the worker. 4. **Prior-inventions schedule, actually attached.** A clause referencing a schedule nobody completed is a future dispute about what the worker brought with them. 5. **The quiet provisions.** Moral-rights waiver, further assurances, and a power of attorney for a worker who stops cooperating during patent prosecution. 6. **State carve-outs are mandatory where they apply.** Several states require an express carve-out for inventions developed on the worker's own time without company resources. 7. **Post-employment restrictions vary and move.** Non-competes are void or restricted in a growing list of states; customer and employee non-solicits differ again. Check the worker's state, not the governing-law clause.