# IP Assignment and Confidentiality for Italian Employees: Protecting Your Code > How US companies protect code and inventions made by an Italian hire: what the law gives you by default, what to put in writing, and where contracts fall short. US founders often assume Italy works like Delaware. You sign an invention assignment agreement on day zero and the company owns everything. In Italy the default rules are different. Some of them favor the employer. Some do not. You need to know which is which before your first engineer starts. ## What the law gives you by default Italian law does not leave employee work unowned. It sorts it into categories. **Service inventions.** If the employee was hired to invent or research, and the pay reflects that, the employer owns the invention. The employee has no right to extra pay beyond salary. The employee keeps the right to be named as the inventor. That right cannot be waived. **Employee inventions made in the course of the job.** If the employee invents something in the field of the employer's business, but was not hired specifically to invent, the employer owns the invention. The employee is entitled to a fair payment for it, on top of salary. The amount depends on the value of the invention and what the employee contributed. **Occasional inventions.** If the employee invents something that falls in the employer's field but has no link to the role, the employee owns it. The employer has a right of first option to license or buy it, against a fair royalty. Other parties can be blocked while that option runs. The lines between these categories are blurry. A backend engineer who builds a novel method at home on a weekend, using the company's domain knowledge, can create a real dispute. Do not leave that to chance. ## Software is treated differently Software is mostly a copyright matter, not a patent matter. Italian copyright law gives the employer the economic rights in software created by an employee while performing duties or following the employer's instructions. That is a strong default for code written as part of the job. Two limits matter for a foreign company. - Moral rights, such as authorship attribution, stay with the individual. - The default covers work done in the course of duties. Side projects, open source contributions and code written on personal time need clear contract language. Patents on software-related inventions follow the invention rules above. Treat the two tracks separately in your paperwork. ## What to put in the employment contract A US-style assignment agreement pasted into an Italian contract will not do the job. Use a clause drafted for Italian law, written in Italian, and signed as part of the employment agreement or a signed annex. A clear structure helps. - **Define the role.** State that the inventive and creative activity is part of the job description, and that the salary compensates it. This puts the work in the service invention category. Be honest here. If the role is sales, do not claim it is research. - **Assign economic rights.** State that all economic rights in software, documentation, designs and databases created in the course of the job belong to the employer, worldwide and for the full legal term. - **Cover the gray zone.** Say that work using company time, equipment, data or confidential information counts as company work, even if done outside hours. - **Require disclosure.** Make the employee report inventions promptly and in writing. This starts the clock on your rights and gives you a record. - **List prior work.** Ask the employee to list what they already own and bring to the job. This avoids later claims that your product contains their earlier code. - **Address inventor remuneration.** For inventions outside the pure service category, decide how you will pay and say so clearly. A fixed premium or bonus structure agreed in advance reduces the risk of a later claim. ## Confidentiality Every Italian employee already owes a duty of loyalty. That includes not using or disclosing business information in ways that hurt the employer. This duty exists without a contract and continues in some form after the job ends. It is not enough on its own. Add a written confidentiality clause that does these things. - Defines confidential information in concrete terms: source code, architecture, customer lists, pricing, roadmaps. - Applies during employment and after it ends, with no end date for trade secrets. - Requires return or deletion of materials on exit. - Sets rules for personal devices and personal cloud accounts. Italian law also protects trade secrets, but only if you take reasonable steps to keep them secret. Access controls, need-to-know permissions, and a written policy count as those steps. A confidentiality clause with no real internal controls is weak evidence in court. ## Non-competes and post-exit protection Italian law allows non-compete covenants, but with limits. They must be in writing, tied to a defined scope of activity, limited in time and geography, and paired with real payment to the employee. A vague or unpaid non-compete is unenforceable. If you want one, price it into your cost model from the start. Often a strong confidentiality clause plus good access hygiene gives more protection per euro. ## Practical points for foreign employers **Who is the employer?** If you use an Employer of Record, the EOR is the legal employer. The IP clauses must route rights to your company. Check that the EOR contract includes a clear assignment or license chain from the EOR to you. Without it, you may use code you do not formally own. **Contractors are a different case.** Freelancers do not fall under the employee rules. Rights stay with the author unless transferred in writing. Never assume a contractor's code is yours. **Keep records.** Commit history, signed disclosures and dated approvals are your best evidence if a dispute arises. **Use local counsel.** Have an Italian lawyer review the clause text. Small wording choices decide which category an invention falls into, and that decides who pays whom. ## The short version Italy gives employers real default rights over code and inventions made in the job. But the rules depend on the role, and the employee always keeps some rights and may be owed extra pay. Put the role description, the assignment, the disclosure duty and the confidentiality terms in writing, in Italian, under Italian law. Then back them with real internal controls. To see what an Italian hire costs you in total, try the cost calculator. {{< compare-table compact="true" >}} --- Source: https://hiringitaly.com/articles/ip-assignment-confidentiality-italian-employees.html ยท 2026-10-27