Meaning
An exhibit attached to an employment agreement lists all intellectual property developed by an employee before joining a company. The schedule of prior inventions defines the boundary between the employee’s personal assets and the startup’s new proprietary technology. Any invention listed on this schedule is excluded from the assignment terms.
It ensures that both the employer and the employee understand what is being transferred.
Exclusion Scope
Excluding these inventions protects the worker’s prior personal projects from being claimed by their new employer. However, the employer must ensure that none of the listed items are critical to the startup’s core business. For this reason, the employer must carefully review the list before signing the contract.
Contractual Protection
Legal disputes are avoided by clearly defining the start date and the assets that are excluded from the assignment. If the employee does not list their prior inventions, there is a presumption that all technology developed during their tenure belongs to the company. This makes the schedule an essential protective document for both parties.
Due Diligence
Venture capital firms inspect this schedule to confirm that all technology critical to the startup has been assigned. If a founder lists a core piece of technology on their schedule of prior inventions, the investor will require it to be assigned to the company. This ensures that the startup owns its primary value driver.
