What are 'Invention Assignment' clauses?

These are contractual provisions that automatically transfer ownership of any intellectual property created by an employee to the employer, regardless of whether it was created on company time.

How can I protect my side projects?

Review your contract for IP exclusions, ensure you work on projects entirely unrelated to your employer's business, use your own equipment, and seek a written waiver from your employer.

A TermScore is an AI-generated risk rating from 0 to 100 that evaluates the fairness and risk level of any legal document. A score of 86-100 means the contract is highly favorable, while 0-30 indicates dangerous terms you should walk away from.

What types of documents can TermScore analyze?

TermScore analyzes any legal document including freelance contracts, employment agreements, residential leases, NDAs, brand sponsorship deals, SaaS vendor agreements, and rental applications. Upload PDFs, Word documents, or images.

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TermScore offers a free plan with 3 scores per month. The Team plan is $15/month for 30 scores, and the Professional plan is $50/month for 500 scores with team collaboration features. One-time purchases are also available: a single score for $5 or a 5-pack for $15, with no subscription required.

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Yes. Documents are processed in memory and analysis results are stored encrypted. TermScore never shares your document data with third parties and you can delete your data at any time from your dashboard.

Can my employer claim ownership of personal side projects under an employment NDA?

Q: Can my employer claim ownership of personal side projects?

Yes, if your employment agreement contains a broad 'Invention Assignment' clause. Employers often claim ownership if the project relates to their business, uses company resources, or was developed during work hours.

Yes, your employer can claim ownership of your personal side projects if your employment contract contains a broad Intellectual Property (IP) assignment clause. If your project relates to your employer’s business, uses company resources, or was developed during work hours, the law often favors the employer’s claim to your work.

Understanding Invention Assignment Clauses

Most employment contracts for tech and creative roles include an Invention Assignment Agreement. This legal provision dictates that any work product, code, or invention created during your employment—and sometimes even shortly after—belongs to the company. These clauses are designed to protect the employer's competitive advantage.

The Three Pillars of Employer Ownership

Courts typically evaluate ownership based on three specific criteria:

Scope of Business: Does the project compete with or relate to the employer's current or anticipated business?
Resource Utilization: Did you use company-owned hardware, software licenses, or proprietary data to build the project?
Time and Effort: Was the work performed during your contracted working hours or using company-provided equipment?

Key takeaway: Even if you work on a project at 2:00 AM on a Sunday, if it relates to your employer's core business, they may still have a legal claim to the IP under a broad assignment clause.

Action Item: Review your employment contract specifically for the section titled "Proprietary Information and Inventions Agreement" (PIIA) and highlight any language that claims ownership of "all work created during the term of employment."

Jurisdictional Protections: The California Exception

Not all states treat these clauses equally. California, for example, provides statutory protection for employees under California Labor Code Section 2870. This law renders an invention assignment agreement unenforceable if the employee developed the invention entirely on their own time without using the employer's equipment, supplies, facilities, or trade secret information, provided the invention does not relate to the employer's business.

Jurisdiction	Protection Level	Key Limitation
California	High	Must not relate to employer's business
Washington	Moderate	Requires specific contract language
New York	Low	Generally follows contract terms
Illinois	Moderate	Protects non-work-related inventions

Action Item: Research your specific state's labor laws regarding "employee invention assignments." If you are in a state with strong protections, ensure your side project documentation explicitly states that it is not related to your employer's business.

How to Protect Your Side Projects

To minimize the risk of your employer claiming your work, you must establish a clear "firewall" between your professional duties and your personal projects.

Use Separate Hardware: Never code or design on your work-issued laptop. Use a personal machine that is not connected to company servers or VPNs.
Document Everything: Keep a log of hours spent on your project to prove it was done outside of your 9-to-5 schedule.
Avoid Company IP: Ensure your project does not use any proprietary libraries, APIs, or data sets owned by your employer.
Negotiate an Exclusion: If you have a significant project, ask your employer to sign an "IP Exclusion Agreement" or a side letter that explicitly carves out your project from the scope of your employment contract.

Key takeaway: If you are building a project that could potentially become a startup, do not wait until you have funding to address ownership. The best time to secure a waiver is before you have created any significant value.

Action Item: If you are currently working on a side project, create a "Project Disclosure Document" that outlines the project's scope and confirms it does not utilize company resources, then keep this in your personal records.

The Risks of Ignoring Contractual Language

Ignoring these clauses can lead to "IP clouding," where investors or potential buyers will refuse to touch your project because they cannot verify who owns the underlying code. This is a common reason why startups fail during the due diligence phase of an acquisition or funding round.

Red Flags in Your Contract

"Work Made for Hire" language: This is a legal term that automatically grants the employer authorship of your work.
Broad "Related to Business" definitions: If the definition of "business" includes "any research or development," you are at high risk.
Post-Employment Tail: Some contracts claim ownership of projects started within 6–12 months after you leave the company.

Action Item: If you find these red flags, consult with an employment attorney before signing or attempting to negotiate an amendment to your contract.

Understanding the nuances of your employment contract is critical to protecting your future assets. TermScore allows you to upload your employment agreement to automatically identify restrictive IP assignment clauses and "work made for hire" language, giving you the clarity you need to negotiate with confidence and protect your personal work.