Does the Invention Agreement give a company a unilateral right to terminate or modify the terms of the agreement?

California, United States of America


The following excerpt is from Tran v. Integra Lifesciences Corp., G051620 (Cal. App. 2016):

Most significantly, however, the Invention Agreement specifically reserves to the company "the right, in its sole discretion, to waive any term or provision of this agreement in such circumstances as the Company deems appropriate." (Italics added.) Such an unfettered unilateral right would essentially defeat the supposed bilateral nature of the arbitration provision contained therein, even in the absence of the other language already accomplishing that result. (See Asmus v. Pacific Bell (2000) 23 Cal.4th 1, 15 ["[W]hen a party to a contract retains the unfettered right to terminate or modify the agreement, the contract is deemed to be illusory"].)

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