Article

Agree to Assign vs. Hereby Assign: In Stanford v. Roche, the Wording Decided

Kevin W. McCabe, The National Law Review · The National Law Review Free Advanced

The Supreme Court case that turned on two words, and this article explains why "hereby assigns" beat "agrees to assign" and cost an institution its rights. It is the clearest real-world proof that the exact wording of your assignment clause matters. Read it so you never sign the weaker phrasing.

  • "Agrees to assign" is only a future promise you may have to enforce.
  • "Hereby assigns" transfers rights at the moment of creation.
  • Precise contract wording decided who owned the invention.
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The question it answers

  1. How do I make sure I actually own the code my freelancer writes?

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