California IP License Agreement (IP-Focused)

California Intellectual Property Updated October 28, 2026 Free Word and PDF

CALIFORNIA IP LICENSE AGREEMENT

Intellectual Property Department Template
Prepared Under California Civil Code, Labor Code, and Business and Professions Code


TABLE OF CONTENTS

  1. Parties and Effective Date
  2. California Regulatory Background
  3. Definitions Specific to California IP Licensing
  4. License Grant and California-Specific Scope Limitations
  5. Financial Terms and California Revenue and Taxation Code Compliance
  6. Diligence, Records, and Audit
  7. IP Prosecution, Enforcement, and California Trade Secret Protections
  8. Confidentiality Under CUTSA
  9. Employee Inventions — Cal. Lab. Code § 2870 Framework
  10. Representations and Warranties
  11. Restrictions — Cal. Bus. & Prof. Code § 16600 Safe Harbor
  12. Data Privacy — CCPA/CPRA Provisions
  13. Indemnification
  14. Limitation of Liability and California Statutory Damages
  15. Term and Termination
  16. Default and California Remedies
  17. Dispute Resolution — California Superior Court and Federal Courts
  18. General Provisions
  19. Execution
  20. Schedule 1 — Licensed IP Portfolio
  21. Schedule 2 — Royalty and Milestone Structure
  22. Schedule 3 — Cal. Lab. Code § 2870 Employee Notice

1. PARTIES AND EFFECTIVE DATE

This California IP License Agreement ("Agreement") is entered into as of [__/__/____] ("Effective Date") by and between:

Licensor: [________________________________], a [________________________________] organized under [________________________________] law, principal office at [________________________________] ("Licensor"); and

Licensee: [________________________________], a [________________________________] organized under [________________________________] law, principal office at [________________________________] ("Licensee").


2. CALIFORNIA REGULATORY BACKGROUND

This Agreement is structured to address the unique requirements of California intellectual property law. California differs from most other states in the following material respects, each addressed substantively in this Agreement:

2.1 CUTSA Remedies (Cal. Civ. Code § 3426.7). California's Uniform Trade Secrets Act may displace civil claims based on the same trade secret misappropriation. Contractual remedies and civil claims based on independent wrongs remain available.

2.2 Employee Invention Protections (Cal. Lab. Code §§ 2870–2872). California limits employer ability to require assignment of employee inventions created entirely on the employee's own time without employer resources, unless the invention relates to the employer's business or results from employer-assigned work. Written notice to employees is mandatory.

2.3 Non-Compete Ban (Cal. Bus. & Prof. Code §§ 16600, 16600.5). California voids employment noncompete provisions except as the chapter permits. A contract void under that chapter is unenforceable regardless of where or when it was signed; an employer or former employer may not attempt to enforce it even if the contract was signed and employment maintained outside California.

2.4 UCL (Cal. Bus. & Prof. Code § 17200). California's Unfair Competition Law provides broad enforcement authority against unlawful, unfair, or fraudulent business acts, enforceable by both the Attorney General and private parties.

2.5 California Tax Treatment. A qualifying written transfer of patent or copyright interests may receive technology transfer agreement treatment under CDTFA Regulation 1507. Determine the taxable amount for any tangible personal property transferred under that regulation. Custom software is addressed separately by Cal. Rev. & Tax. Code § 6010.9.


3. DEFINITIONS SPECIFIC TO CALIFORNIA IP LICENSING

"Confidential Information" means information meeting the definition of "trade secret" under Cal. Civ. Code § 3426.1(d): information that derives independent economic value from not being generally known, and is subject to reasonable efforts to maintain its secrecy. The term also encompasses non-trade-secret proprietary information designated as confidential in writing.

"CUTSA" means the California Uniform Trade Secrets Act, Cal. Civ. Code § 3426 et seq.

"Employee Invention" means an invention made by an employee of either Party, subject to the protections of Cal. Lab. Code § 2870.

"Field of Use" means [________________________________].

"Improvement" means any derivative work, enhancement, modification, or new invention arising from the Licensed IP, subject to Section 9.

"Licensed IP" means the intellectual property described in Schedule 1, encompassing:
(a) U.S. patents and patent applications, including provisional applications filed with the USPTO;
(b) Copyrights (registered and unregistered);
(c) Trademarks (USPTO and California Secretary of State under Cal. Bus. & Prof. Code §§ 14200–14272);
(d) Trade secrets as defined by Cal. Civ. Code § 3426.1(d); and
(e) Know-how and proprietary technical information.

"Net Sales" means gross revenues from Licensed IP exploitation, less: (a) returns; (b) trade discounts; (c) California sales and use taxes remitted to the CDTFA; (d) duties; and (e) separately invoiced freight.

"Products" means goods or services incorporating the Licensed IP.

"Territory" means [________________________________].


4. LICENSE GRANT AND CALIFORNIA-SPECIFIC SCOPE LIMITATIONS

4.1 Grant. Subject to the terms herein, Licensor grants Licensee a [________________________________] (exclusive / non-exclusive / sole), royalty-bearing license to make, have made, use, sell, offer for sale, import, reproduce, display, perform, distribute, and otherwise exploit the Licensed IP within the Field of Use and Territory during the Term.

4.2 Sublicensing. ☐ Permitted with prior written consent ☐ Not permitted. If permitted, sublicensees must be bound by terms at least as protective as this Agreement.

4.3 Retained Rights. Licensor retains all rights not expressly granted.

4.4 Reverse Engineering. Licensee shall not reverse engineer trade secret components of the Licensed IP except with Licensor's written consent or to the extent a nonwaivable applicable law permits it. Cal. Civ. Code § 3426.1(a) says reverse engineering alone is not an improper means of acquiring a trade secret; it does not itself override this contractual restriction.

4.5 Trademark Quality Control. To the extent the Licensed IP includes trademarks, the quality-control provisions in Section 11.5 help preserve the mark's significance as a mark under Cal. Bus. & Prof. Code § 14202(i)(2).


5. FINANCIAL TERMS AND CALIFORNIA REVENUE AND TAXATION CODE COMPLIANCE

5.1 Up-Front Fee. $[________________________________], non-refundable, due within [____] days of the Effective Date.

5.2 Royalties. [____]% of Net Sales, payable quarterly within [____] days after each quarter end, with a certified statement.

5.3 Milestone Payments. Per Schedule 2.

5.4 California Sales and Use Tax.

(a) Technology Transfer Agreement (TTA). If this written Agreement assigns or licenses a qualifying patent or copyright interest under CDTFA Regulation 1507, amounts received for that interest are excluded from the California sales tax measure. Tax still applies to amounts received for tangible personal property transferred under the TTA. The Parties shall separately identify the amounts attributable to each component, applying Regulation 1507's valuation rules.
(b) Custom Software. Under Cal. Rev. & Tax. Code § 6010.9, the design or transfer of a custom computer program prepared to the customer’s special order, other than a basic operational program, is excluded from “sale” and “purchase.” Separately stated charges for custom modifications to an existing prewritten program qualify only to the extent of those modifications.
(c) Prewritten Software. Prewritten (canned) software transferred on tangible media is subject to California sales tax.
(d) Use Tax. If sales tax was not collected, Licensee shall self-assess California use tax.

5.5 Nonresident Withholding. If Licensor is not a California resident, Licensee may be required to withhold and remit California income tax on royalties at the rate specified by Cal. Rev. & Tax. Code § 18662. Licensor shall complete any required withholding exemption forms.

5.6 Late Payments. Interest at the lesser of [____]% per month or the maximum rate under Cal. Const. art. XV, § 1.


6. DILIGENCE, RECORDS, AND AUDIT

6.1 Diligence. Licensee shall use commercially reasonable efforts to develop, market, and sell Products in the Territory.

6.2 Records. Licensee shall maintain records for at least four (4) years consistent with Cal. Code Civ. Proc. § 337.

6.3 Audit. Licensor may audit no more than twice per year, upon ten (10) business days' notice, by a California-licensed CPA. Underpayment exceeding 5% triggers Licensee's obligation to pay audit costs.


7. IP PROSECUTION, ENFORCEMENT, AND CALIFORNIA TRADE SECRET PROTECTIONS

7.1 Patent Prosecution. Licensor controls patent prosecution and maintenance at its expense.

7.2 California State Trademark Maintenance. Licensor shall maintain all California Secretary of State trademark registrations in good standing, including five-year renewals under Cal. Bus. & Prof. Code § 14217.

7.3 Infringement Enforcement. Each Party shall notify the other of suspected infringement. [________________________________] (Licensor / Licensee) has the first right to enforce. The non-controlling Party shall cooperate and join if needed for standing.

7.4 Trade Secret Enforcement Under CUTSA. For misappropriation of trade secret components of the Licensed IP:

(a) Injunctive Relief — Cal. Civ. Code § 3426.2 authorizes injunctions to prevent actual or threatened misappropriation. If prohibiting future use would be unreasonable, a court may condition future use on payment of a reasonable royalty for no longer than the period the use could have been prohibited;
(b) Damages — Cal. Civ. Code § 3426.3 allows recovery of actual loss and unjust enrichment not included in that loss. A court may order a reasonable royalty only if neither actual loss nor unjust enrichment is provable;
(c) Exemplary Damages — At the court's discretion, up to two (2) times the award under § 3426.3(a) or (b) for willful and malicious misappropriation (§ 3426.3(c));
(d) Attorneys' Fees — The court may award fees and costs to the prevailing party only where a misappropriation claim or a motion to terminate an injunction was made or resisted in bad faith, or misappropriation was willful and malicious (Cal. Civ. Code § 3426.4); and
(e) Statute of Limitations — Three (3) years from discovery (Cal. Civ. Code § 3426.6).

7.5 CUTSA and Other Remedies. Cal. Civ. Code § 3426.7 preserves: (a) contractual remedies, whether or not based on trade secret misappropriation, including those in this Agreement; and (b) civil remedies based on independent wrongs. The section also leaves criminal remedies unaffected.

7.6 IP Marking. Licensee shall mark Products with appropriate patent, copyright, and trademark notices per applicable law.


8. CONFIDENTIALITY UNDER CUTSA

8.1 Obligations. Each Party shall: (a) maintain Confidential Information in strict confidence; (b) use it solely under this Agreement; (c) limit disclosure to need-to-know personnel bound by written confidentiality obligations; and (d) implement reasonable security measures.

8.2 Exclusions. Standard exclusions: publicly available (without breach), previously known, independently developed, rightfully received from a third party.

8.3 Compelled Disclosure. Permitted under California court order, provided prompt notice and cooperation to seek a protective order.

8.4 Remedies. Statutory trade secret remedies appear in Section 7.4. Contractual breach remedies under this Agreement, including for misuse of trade secrets or other confidential information, are addressed in Section 16, subject to Cal. Civ. Code § 3426.7(b)(1).


9. EMPLOYEE INVENTIONS — CAL. LAB. CODE § 2870 FRAMEWORK

9.1 Importance Under California Law. California Labor Code § 2870 is a mandatory statutory protection that cannot be waived by contract. It limits employer claims to employee inventions and ensures that employees retain rights to inventions created entirely on their own time and without employer resources (unless related to employer business).

9.2 Invention Ownership. Improvements and new inventions arising from this Agreement shall be owned by [________________________________] (Licensor / Licensee / jointly, as described below):

[________________________________]

9.3 Section 2870 Compliance Requirements. The following requirements apply whenever either Party's employees create Improvements:

(a) Scope Limitation. An invention-assignment provision shall not apply to any invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information, unless the invention: (i) relates at the time of conception or reduction to practice to the employer's business or actual or demonstrably anticipated research or development; or (ii) results from any work performed by the employee for the employer. Cal. Lab. Code § 2870(a).

(b) Mandatory Written Notice. Per Cal. Lab. Code § 2872, any employer requiring an invention-assignment agreement from employees shall provide the employee a written notification that the agreement does not apply to inventions qualifying under § 2870. The form of this notice is attached as Schedule 3.

(c) Prohibited Conditions. No employer shall require a provision rendered unenforceable by § 2870 as a condition of employment or continued employment. Cal. Lab. Code § 2871.

(d) Burden of Proof. In a suit or action arising under the invention-assignment provisions, the employee claiming the benefits of § 2870 bears the burden of proof under Cal. Lab. Code § 2872.

9.4 License-Back. If Improvements vest in Licensee, Licensee grants Licensor a [________________________________] (exclusive / non-exclusive) license to use such Improvements [________________________________].


10. REPRESENTATIONS AND WARRANTIES

10.1 Mutual. Each Party represents it is duly organized, in good standing, qualified to transact business in California (if applicable), and has authority to execute this Agreement.

10.2 Licensor. Licensor represents: (a) it owns or has sufficient rights in the Licensed IP; (b) to its knowledge, the Licensed IP does not infringe third-party rights in the Territory; (c) no inconsistent licenses exist; and (d) California state trademark registrations are in good standing.

10.3 Licensee. Licensee represents: (a) it has the resources and expertise to exercise the License; and (b) it will comply with all applicable California and federal laws.

10.4 Disclaimer. EXCEPT AS EXPRESSLY STATED, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS, TITLE, OR NON-INFRINGEMENT.

10.5 Survival. Four (4) years after termination per Cal. Code Civ. Proc. § 337.


11. RESTRICTIONS — CAL. BUS. & PROF. CODE § 16600 SAFE HARBOR

11.1 Section 16600 Acknowledgment. The Parties expressly acknowledge:

(a) Cal. Bus. & Prof. Code § 16600: "Except as provided in this chapter, every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void."
(b) Cal. Bus. & Prof. Code § 16600.1 (effective January 1, 2024): Employers may not include a noncompete clause in an employment contract or require an employee to enter a noncompete agreement unless a statutory exception applies. The section also required notice by February 14, 2024, to specified current and former employees with void clauses.
(c) Cal. Bus. & Prof. Code § 16600.5 (effective January 1, 2024): Contracts void under this chapter are unenforceable regardless of where or when signed; an employer or former employer may not attempt to enforce them.

11.2 No Non-Compete. Nothing in this Agreement constitutes a non-compete covenant. Post-termination obligations are limited to: (a) cessation of Licensed IP use; (b) return of Confidential Information; (c) payment of accrued amounts; and (d) survival of indemnification and limitation provisions.

11.3 Permitted Exceptions. The statutory exceptions under Cal. Bus. & Prof. Code §§ 16601 (sale of business goodwill), 16602 (partnership dissolution), and 16602.5 (LLC dissolution) are available only if their specific conditions are independently satisfied.

11.4 Field-of-Use Restrictions. Field-of-use and territorial restrictions in Section 4 are intellectual property scope limitations, not restraints of trade, and are enforceable under California law as restrictions on the scope of the license grant.

11.5 Trademark Quality Control. Where the Licensed IP includes trademarks:

(a) Licensee shall comply with Licensor's written quality standards;
(b) Licensor may inspect Products on reasonable notice;
(c) Licensee shall use appropriate ®, ™, or ℠ designations; and
(d) Licensor's supervision of licensed use is intended to prevent conduct that causes the mark to lose its significance as a mark under Cal. Bus. & Prof. Code § 14202(i)(2).

11.6 UCL Compliance. Licensee shall not use the Licensed IP in any manner that constitutes an unlawful, unfair, or fraudulent business act or practice under Cal. Bus. & Prof. Code § 17200.


12. DATA PRIVACY — CCPA/CPRA PROVISIONS

12.1 Applicability. These provisions govern the Parties' handling of consumer personal information to the extent Cal. Civ. Code § 1798.100 et seq. applies to the Parties and their processing under this Agreement.

12.2 Service Provider Obligations. If Licensee is a covered business and Licensor receives consumer personal information to process on its behalf as a service provider, the specified business purposes are [DESCRIBE LIMITED PURPOSES]. Licensor shall: (a) use and disclose that information only for those purposes or as otherwise permitted by the CCPA; (b) not sell or share it, retain, use, or disclose it outside the direct business relationship, or combine it with information from other sources except as the CCPA permits; (c) comply with applicable CCPA obligations and provide the same level of privacy protection required of Licensee; (d) notify Licensee if it can no longer comply; (e) permit Licensee to take reasonable steps to check compliance and, on notice, to stop and remediate unauthorized use; (f) assist with consumer rights requests; and (g) maintain reasonable security appropriate to the information under Cal. Civ. Code §§ 1798.81.5(b) and 1798.100(e). Licensor shall notify Licensee before engaging another person to process the information and bind that person by a written contract meeting Cal. Civ. Code § 1798.140(ag)(1).

12.3 Breach Notification. Within [____] hours of discovering a data breach, the affected Party shall notify the other, consistent with Cal. Civ. Code § 1798.82.


13. INDEMNIFICATION

13.1 Licensor IP Indemnity. Licensor shall indemnify Licensee from third-party IP infringement claims, except those arising from: (a) unauthorized modifications; (b) non-Licensor combinations; or (c) use outside the scope.

13.2 Licensee Indemnity. Licensee shall indemnify Licensor from claims arising from: (a) breach; (b) Products; (c) violations of Cal. Bus. & Prof. Code § 17200; and (d) gross negligence or willful misconduct.

13.3 Procedure. Prompt notice, sole control of defense by indemnifying Party, cooperation by indemnified Party.


14. LIMITATION OF LIABILITY AND CALIFORNIA STATUTORY DAMAGES

14.1 Exclusion. EXCEPT FOR WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, AND INDEMNIFICATION, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

14.2 No Cap for IP Breach. Liability caps do not apply to IP ownership breaches or Licensed IP misuse.

14.3 Aggregate Cap. For all other claims: fees paid/payable in the preceding twelve (12) months.

14.4 Preserved Statutory Damages. Nothing herein limits:
(a) Exemplary damages under Cal. Civ. Code § 3426.3(c) (CUTSA — willful and malicious misappropriation);
(b) Statutory damages under Cal. Civ. Code § 1798.150 (CCPA data breach).


15. TERM AND TERMINATION

15.1 Term. Commences on the Effective Date and continues for [________________________________] unless earlier terminated.

15.2 Termination for Cause. Material breach not cured within [____] days after written notice.

15.3 Bankruptcy. A bankruptcy filing, insolvency condition, or trustee appointment alone does not automatically end an executory license; any termination must comply with 11 U.S.C. § 365(e) and applicable exceptions. A debtor-licensor rejection may also implicate § 365(n).

15.4 Effect. Upon termination: (a) licenses terminate; (b) Licensee ceases use and returns/destroys Licensed IP embodiments; (c) final royalty report due within [____] days; (d) surviving sections: 3, 7–9, 10.4–10.5, 11.1–11.3, 13, 14, 17, 18.


16. DEFAULT AND CALIFORNIA REMEDIES

16.1 Events of Default. (a) Non-payment; (b) breach of confidentiality or IP restrictions; (c) material breach of covenant or warranty; (d) a material violation of an applicable UCL obligation, if established under the governing law.

16.2 Remedies. Suspension, acceleration, injunctive relief (Cal. Code Civ. Proc. § 526), exemplary damages for willful and malicious trade secret misappropriation (Cal. Civ. Code § 3426.3(c)), termination.

16.3 Attorneys' Fees. In an action on this Agreement, the prevailing Party may recover reasonable attorneys' fees and costs as determined under Cal. Civ. Code § 1717. For a trade secret misappropriation claim, the court may award fees and costs under § 3426.4 only if the claim or a motion to terminate an injunction was made or resisted in bad faith, or misappropriation was willful and malicious.

16.4 Statutes of Limitation. Written contract breach: four years (CCP § 337). Trade secret misappropriation: three years (Civ. Code § 3426.6).


17. DISPUTE RESOLUTION — CALIFORNIA SUPERIOR COURT AND FEDERAL COURTS

17.1 Governing Law. California law, without conflict-of-law principles. Cal. Civ. Code § 1646. For a transaction totaling at least $250,000 that is outside the exclusions in Cal. Civ. Code § 1646.5, the parties invoke that section.

17.2 Venue. Exclusive jurisdiction in California Superior Court, County of [________________________________], and United States District Court for the [________________________________] District of California.

17.3 Arbitration.

☐ Elected. Binding arbitration in [________________________________], California, administered by [________________________________], applying California substantive law. Judgment may be entered in any California court.

☐ Not elected. Courts only (Section 17.2).

17.4 California State-Court Jury Rights. This document does not itself waive a jury trial in a California state court. After an action is filed there, a party may waive that right only through a method permitted by applicable law.

17.5 Injunctive Relief. Either Party may seek injunctive relief in a California court, subject to any undertaking the court requires under Cal. Code Civ. Proc. § 529.


18. GENERAL PROVISIONS

18.1 Entire Agreement. Includes Schedules 1–3. Supersedes all prior agreements.
18.2 Amendment. Writing signed by both Parties.
18.3 Assignment. Only with consent, except to Affiliates or successors.
18.4 Severability. Invalid provisions modified to minimum extent; balance continues.
18.5 Notices. Written, by personal delivery, overnight courier, or certified mail.
18.6 Electronic Signatures. Valid per Cal. Civ. Code § 1633.1 et seq.
18.7 Independent Contractors. No agency, partnership, or joint venture.
18.8 Force Majeure. Excuses non-payment obligations for uncontrollable events.


19. EXECUTION

IN WITNESS WHEREOF, the Parties have executed this California IP License Agreement.

LICENSOR LICENSEE
Entity: [________________________________] Entity: [________________________________]
By: [________________________________] By: [________________________________]
Name: [________________________________] Name: [________________________________]
Title: [________________________________] Title: [________________________________]
Date: [__/__/____] Date: [__/__/____]

SCHEDULE 1 — LICENSED IP PORTFOLIO

No. IP Type Description Registration No. Filing Jurisdiction Status Expiration
1 ☐ Patent ☐ Copyright ☐ Trademark ☐ Trade Secret ☐ Know-How [________________________________] [________________________________] [________________________________] [________________________________] [__/__/____]
2 ☐ Patent ☐ Copyright ☐ Trademark ☐ Trade Secret ☐ Know-How [________________________________] [________________________________] [________________________________] [________________________________] [__/__/____]

SCHEDULE 2 — ROYALTY AND MILESTONE STRUCTURE

Royalty Rate: [____]% of Net Sales

Milestone Event Payment Deadline
1 [________________________________] $[________________________________] [________________________________]
2 [________________________________] $[________________________________] [________________________________]

Minimum Annual Royalty (if applicable): $[________________________________]


SCHEDULE 3 — CAL. LAB. CODE § 2870 EMPLOYEE NOTICE

NOTICE TO EMPLOYEE REGARDING CALIFORNIA LABOR CODE SECTION 2870

In accordance with California Labor Code Section 2872, you are hereby notified that the invention-assignment provisions of your employment or consulting agreement do not require you to assign to your employer any invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on your own time, unless:

(a) The invention relates, at the time of conception or reduction to practice, to the employer's business or to the employer's actual or demonstrably anticipated research or development; or

(b) The invention results from any work performed by you for the employer.

Full Text of Cal. Lab. Code § 2870(a):

"Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer."

Employee Acknowledgment:

Name: [________________________________]
Signature: [________________________________]
Date: [__/__/____]


Sources and References

  • Cal. Civ. Code § 1622 — Statute of frauds
  • Cal. Civ. Code § 1633.1 et seq. — Uniform Electronic Transactions Act
  • Cal. Civ. Code § 1646 — Choice of law
  • Cal. Civ. Code § 1646.5 — Choice of law ($250K+)
  • Cal. Civ. Code § 1798.82 — Data breach notification
  • Cal. Civ. Code § 1798.100 et seq. — CCPA/CPRA
  • Cal. Civ. Code §§ 1798.81.5, 1798.100(d)–(e), 1798.140(ag), 1798.150 — Information security, service provider terms, and data breach private action
  • Cal. Civ. Code § 3426 et seq. — CUTSA
  • Cal. Civ. Code § 3426.7 — Preserved contractual and independent civil remedies
  • Cal. Lab. Code §§ 2870–2872 — Employee invention protections
  • Cal. Bus. & Prof. Code §§ 14200–14272 — Model State Trademark Law
  • Cal. Bus. & Prof. Code § 14202(i)(2) — Abandonment through loss of significance as a mark
  • Cal. Bus. & Prof. Code § 16600 — Non-compete ban
  • Cal. Bus. & Prof. Code §§ 16600.1, 16600.5 — 2024 non-compete amendments
  • Cal. Bus. & Prof. Code § 17200 — Unfair Competition Law
  • Cal. Bus. & Prof. Code § 17206 — Public enforcement civil penalties
  • Cal. Code Civ. Proc. § 529 — Injunction undertaking
  • Cal. Rev. & Tax. Code § 6010.9 — Custom software exemption
  • Cal. Rev. & Tax. Code § 18662 — Nonresident withholding
  • CDTFA Reg. 1507 — Technology transfer agreements
  • Cal. Code Civ. Proc. § 337 — Four-year SOL
  • Cal. Code Civ. Proc. § 526 — Injunctive relief

This template is designed for use under California law. It is not a substitute for legal advice from a California-licensed attorney.

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About this template

Last updated
October 28, 2026
Jurisdiction
California
Category
Intellectual Property

Legal authority

  • Cal. Civ. Code § 3426 et seq. (California Uniform Trade Secrets Act — CUTSA)
  • Cal. Civ. Code § 3426.7 (CUTSA preservation of contractual remedies)
  • Cal. Lab. Code §§ 2870–2872 (Employee Invention Assignment Limitations)
  • Cal. Bus. & Prof. Code § 16600 (Non-Compete Prohibition)
  • Cal. Bus. & Prof. Code § 16600.5 (Non-Compete — Out-of-State Contracts)
  • Cal. Bus. & Prof. Code § 17200 et seq. (Unfair Competition Law)
  • Cal. Bus. & Prof. Code §§ 14200–14272 (Model State Trademark Law)
  • Cal. Civ. Code § 1646 (Choice of Law — Place of Performance)
  • Cal. Code Civ. Proc. § 337 (Four-Year SOL — Written Contracts)
  • Cal. Code Civ. Proc. § 526 (Injunctive Relief)
  • Cal. Rev. & Tax. Code § 6010.9 (Custom Software Tax Exemption)
  • Cal. Rev. & Tax. Code § 18662 (Nonresident Withholding)
  • CDTFA Reg. 1507 (Technology Transfer Agreements)

Intellectual property law protects inventions, brand names, creative works, and trade secrets. Filings with federal IP offices have strict formal requirements, and demand letters or licensing agreements have to identify the exact rights being claimed. Weak IP paperwork makes it harder to enforce your rights against copycats, harder to sell or license your IP, and easier for someone else to claim it first.

Not legal advice

This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.

Checked against the law it cites

The statutes this template relies on are listed under Legal authority.

Cal. Civ. Code § 3426.2(b) (checked October 30, 2026): "If the court determines that it would be unreasonable to prohibit future use, an injunction may condition future use upon payment of a reasonable royalty for no longer than the period of time the use could have been prohibited."

Cal. Civ. Code § 3426.3(b) (checked October 30, 2026): "If neither damages nor unjust enrichment caused by misappropriation are provable, the court may order payment of a reasonable royalty for no longer than the period of time the use could have been prohibited."

Cal. Bus. & Prof. Code § 16600.5(b) (checked October 30, 2026): "An employer or former employer shall not attempt to enforce a contract that is void under this chapter regardless of whether the contract was signed and the employment was maintained outside of California."

Cal. Rev. & Tax. Code § 6010.9(d) (checked October 27, 2026): "Custom computer program means a computer program prepared to the special order of the customer and includes those services represented by separately stated charges for modifications to an existing prewritten program"

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