California Confidentiality and Invention Assignment Agreement
California is the strictest state for this agreement. A post-employment non-compete is void and unlawful even to include, and an invention assignment cannot reach what an employee builds on personal time with personal resources. The employer must also give written notice of that limit when the agreement is signed.
What California law does to this document
Non-competes are void and unlawful to include
Every employment non-compete is void in California no matter how narrowly it is drawn, unless a statutory exception such as the sale of a business applies. It is unlawful to include one in an employment contract, and doing so is an act of unfair competition. The contract is unenforceable regardless of where and when it was signed. An employee, former employee or applicant may sue for damages, an injunction and attorney's fees.
Cal. Bus. & Prof. Code §§ 16600, 16600.1, 16600.5Non-solicitation covenants
A Court of Appeal held a covenant barring former employees from soliciting the employer's workers void under section 16600. The same opinion cites an earlier decision that voided a broad clause against serving customers the employee had dealt with. The opinion also notes that, absent a protectable trade secret, the right to compete fairly outweighs an employer's interest in shielding clients from former employees. The generator marks both non-solicitation covenants as recommended in general, and each should be reconsidered for a California employee.
AMN Healthcare, Inc. v. Aya Healthcare Services, Inc. (2018) 28 Cal.App.5th 923The invention assignment carve-out
An assignment clause does not apply to an invention the employee developed entirely on personal time without the employer's equipment, supplies, facilities or trade secret information. Two exceptions bring an invention back within the assignment. The employer may still claim an invention that relates to its business or its actual or demonstrably anticipated research, or that results from work the employee did for the employer. A clause that reaches further is unenforceable, and an employer may not require it as a condition of employment.
Cal. Lab. Code §§ 2870, 2871Written notice of the carve-out
When an employment agreement contains an invention assignment, the employer must give the employee written notice, at the time the agreement is made, that the agreement does not apply to an invention that qualifies fully under section 2870. The generator's statutory carve-out option tracks the wording of section 2870 and should be left on for a California employee. In a dispute the employee bears the burden of proving the invention qualifies.
Cal. Lab. Code § 2872Confidentiality cannot cover unlawful acts or working conditions
An employer may not require an employee to refrain from disclosing information about working conditions. A provision that restricts disclosure of information related to conditions in the workplace must include, in substantial form, this sentence: "Nothing in this agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful." The employer may still protect trade secrets and proprietary information that do not involve unlawful acts.
Cal. Gov. Code § 12964.5(a)(1)(B), (f); Cal. Lab. Code § 232.5California law and a California forum
An employer may not require an employee who primarily lives and works in California to litigate or arbitrate California claims in another state, or to give up the protection of California law. The employee may void such a clause. The rule does not apply where the employee was individually represented by a lawyer in negotiating the forum or choice-of-law term.
Cal. Lab. Code § 925Where people go wrong in California
- Turning on the non-compete option for a California employee, when section 16600.1 makes it unlawful to include the clause at all.
- Dropping the statutory carve-out, which leaves the agreement without the written notice Labor Code section 2872 requires.
- Signing the generator's draft unchanged, when its confidentiality terms reach personnel and compensation data and it does not contain the sentence Government Code section 12964.5(a)(1)(B)(ii) requires in a provision that restricts disclosure of workplace conditions, so that sentence has to be added.
How the generator works
The core IP-and-confidentiality agreement every employee should sign. It assigns work product to the company, protects trade secrets, and handles restrictive covenants to the 2026 rules. Answer a short interview and the draft assembles as you go, with California already set as the governing state. Download it as PDF or Word. No fee. No account.
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