I'm looking at an MSA for software services that reads, in part, emphasis mine:

Contractor agrees that all of the work product produced under this Agreement, including without limitation all notes, designs, specifications, technical information, ideas, processes, … or modifications, and other data relating to the work done under this Agreement by Contractor, and all Intellectual Property with respect to the work product (collectively, the “Work Product”), is solely and exclusively the property of CUSTOMER and Contractor hereby conveys, transfers and assigns all Intellectual Property in the Work Product to CUSTOMER.

What struck me as odd is that "ideas" are supposedly amongst the items that are being exclusively surrendered and assigned; is that even legally binding, as ideas are protected by neither patents nor copyright?

  • 1
    Patent or copyright protection is irrelevant to whether the transfer may be required by contract. – David Thornley Feb 6 at 18:42
  • @DavidThornley, so, you think it could be enforced / is enforceable? – cnst Feb 8 at 3:41

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