Understanding Mercor.io’s Worker Invention Assignment Agreement: Concerns About Pre-Existing Intellectual Property

Recently, I received a Worker Invention Assignment Agreement from Mercor.io, which raised significant concerns, particularly regarding a clause about pre-existing intellectual property (IP). This clause, found in Section 2(c), appears to pose substantial risks for those considering contributing their existing IP to the company.

The clause broadly defines “Worker Background IP” as any prior intellectual property that relates in any capacity to Mercor.io’s business. If you incorporate or use this pre-existing IP in your work—or even if Mercor develops a dependency on it—the agreement grants Mercor a perpetual, irrevocable, royalty-free worldwide license, with the right to sublicense.

Such terms could potentially deter individuals from sharing their valuable innovations, as the clause implies a significant relinquishment of control over their pre-existing intellectual property. For entrepreneurs and innovators, retaining ownership and control over their creations is often critical. Therefore, it’s crucial to carefully consider and understand the implications of such agreements before proceeding.