1. Description

The Records Maintenance clause in Inventions Assignment Agreement obligates the employee to maintain written documentation relating to the conception and reduction to practice of intellectual property. It is a very common and consistent provision.

The clause serves a number of purposes. Clear records help others understand the invention and can be used to establish ownership, including the date of invention.

2. Standard Language

3. Optional and Alternative Language

(c) Form of Records. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, and any other format.

(d) Location of Records. Employee agrees not to remove such records from the Company's place of business except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the purpose of furthering the Company's business.

(e) Return of Records. Employee agree to return all such records (including any copies thereof) to the Company at the time of termination of employment with the Company.

Note: Items (d) and (e) are typically included in a separate return of property clause.

4. Discussion

The clause is a standard term. The principal variations are found in the description of the nature of the records. The common standard is “adequate and current records.” A more burdensome standard is” “maintain adequate, current, accurate, and authentic written records.”

In addition to defining the obligation in legal agreements, businesses should also consider establishing records policies detailing the requirements and form of intellectual property records; and periodically review such records to ensure compliance.