What makes IPA different
Traditional patent assignments give companies complete control over employee inventions. The company can use those patents offensively against anyone, even if the inventor objects. The IPA changes this dynamic.“The IPA is a commitment to our employees that patents can only be used for defensive purposes. We will not use the patents from employees’ inventions in offensive litigation without their permission.” - Twitter Engineering Blog
How it works
Under the IPA, inventors assign their patents to the company with specific restrictions:Assignment with conditions
The inventor assigns all patent rights to the company, but the company promises not to assert patent claims offensively without inventor permission.Defensive purpose definition
The agreement clearly defines what counts as “defensive purpose”:Against patent aggressors
Against patent aggressors
You can assert patents against entities that have filed patent lawsuits against you, your users, affiliates, customers, suppliers, or distributors.
Against serial litigators
Against serial litigators
You can assert patents against entities with a history of patent litigation in the past 10 years, as long as they weren’t acting defensively themselves.
To deter threats
To deter threats
You can use patents to deter patent litigation threats against you or your ecosystem.
Permission for offensive use
If you need to assert patents offensively (outside the defensive purposes above), you must get written permission from all the inventors. No additional payment or coercion is allowed.Rights travel with the patent
The defensive-only promise is an encumbrance that stays with the patent. If you sell or transfer the patent, the new owner must honor the same restrictions.Key provisions
Section 1: Patent assignment
Inventors assign all rights to the patent applications and any resulting patents, including:- All inventions and improvements disclosed
- Priority rights from any underlying applications
- All related applications filed anywhere in the world
- All rights to recover damages for infringement
Section 2: Defensive purpose restriction
The company promises not to assert patent claims unless for a defensive purpose. This promise:- Is binding on the company and any future owners
- Must be conveyed with any assignment or transfer
- Runs with the patent as an encumbrance
Section 3: Company rights and inventor warranties
Inventors agree that:- The company may apply for patents in its own name
- They’ll execute any additional papers needed
- They have the rights to convey
- They haven’t made other conflicting agreements
Section 4: Inventor license and enforcement
Inventors receive a perpetual, worldwide, royalty-free license to:- Enforce the defensive-purpose promises
- Grant sublicenses if the company breaks its promise
- This license passes to heirs but is not assignable
When to use the IPA
Consider the IPA when: Building a defensive patent portfolio - You want patents to protect yourself from trolls but don’t plan offensive litigation Attracting top talent - Engineers and designers increasingly care about how their inventions are used Aligning with company values - Your mission emphasizes openness and you want patent policy to reflect that Industry standards work - You’re contributing to standards bodies that prefer defensive-only patent commitmentsTrade-offs to consider
Reduced patent value
Reduced patent value
Defensive-only patents are worth less in acquisition scenarios or licensing deals. Some acquirers specifically want offensive patent rights.
Tracking inventor permission
Tracking inventor permission
If you need to go offensive, you must get permission from every inventor on the patent. If they’ve left the company or are unreachable, this becomes complicated.
Competitive disadvantage
Competitive disadvantage
Competitors using traditional assignments can use their patents offensively against you, while you’re restricted from doing the same.
Legal complexity
Legal complexity
The IPA is relatively new and untested in court. There’s uncertainty about how the encumbrance would be enforced and interpreted.
Alternative approaches
If the IPA doesn’t fit your needs, consider:Traditional patent assignment
Give the company complete control over all patents. This is the standard approach and provides maximum flexibility.Defensive patent pledge
Make a public pledge not to use patents offensively, but without the formal encumbrance structure of the IPA.Patent non-assertion covenant
Promise not to assert patents against specific communities (e.g., open source projects) but retain full rights otherwise.No patent assignment
For early-stage startups, you might delay patent assignment entirely until you have real IP worth protecting.Implementation considerations
Existing portfolios - Converting existing patents to IPA terms requires inventor consent and may not be possible for departed employees Standardization - Use the standard IPA language rather than creating custom versions. The standardization is part of the value Employee communication - Explain what the IPA means and why you’re using it as part of your onboarding process Legal counsel - Review the IPA with your attorney to understand implications for your specific business and industryIPA template
Access the full Innovator’s Patent Agreement template on OpenLaw
The bigger picture
The IPA represents a shift in thinking about patents in the tech industry. Rather than viewing patents purely as offensive weapons or assets for extraction, it treats them as defensive shields that protect innovation.Major tech companies including Twitter, Google, and others have adopted IPA-style approaches to signal their commitment to defensive-only patent use and attract talent who share these values.