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?

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    Patent or copyright protection is irrelevant to whether the transfer may be required by contract. – David Thornley Feb 6 '19 at 18:42
  • @DavidThornley, so, you think it could be enforced / is enforceable? – cnst Feb 8 '19 at 3:41
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    Ideas can be protected as "trade secrets". The advantage is that you don't have to publish them (so the protection can be longer than that of a patent); the disadvantage is that if the idea leaks, you can't stop someone using it - unless they are implicated in the leak. – Martin Bonner supports Monica Sep 25 '19 at 7:20

Yes. It definitely can be enforced.

"An assignment agreement is a contract that transfers the rights to the intellectual property from the creator to another entity, such as a company. Individuals being hired into research and development or other technical areas sign the agreements to assign to the company, in advance, any ideas, work products, or inventions related to the company business."


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  • I don't think that's a good source; I fail to see how it could be qualified as a definitive answer, either. How do you even define an idea? An "idea" is basically just a state of mind. – cnst Sep 27 '19 at 22:33

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