What makes an invention assignment clause enforceable?

An enforceable clause must typically exclude projects developed entirely on your own time, without using company resources, and that do not relate to the employer's current or anticipated business, research, or development.

How can I protect my side projects from my employer?

Review your employment agreement for 'Invention Assignment' clauses, maintain strict separation of equipment and time, and negotiate a written exclusion list for your existing projects before signing.

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.

How much does TermScore cost?

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.

Is my document data secure?

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 an employment NDA legally claim ownership of my personal side projects?

Q: Can an employment NDA legally claim ownership of my personal side projects?

Generally, no. Most jurisdictions, particularly California, Illinois, and Washington, restrict employers from claiming ownership of inventions created on your own time, without company equipment, and unrelated to the employer’s business. However, overly broad contract language can create significant legal risk.

No, an employment NDA cannot automatically claim ownership of your personal side projects if they are developed entirely on your own time, without company resources, and are unrelated to your employer’s business. However, poorly drafted "Invention Assignment" clauses can create legal ambiguity that employers may exploit.

The Legal Reality of Invention Assignment

While an NDA focuses on confidentiality, most employment contracts include an "Invention Assignment" clause. This is the specific provision that dictates who owns the intellectual property (IP) you create. Courts generally view these clauses as enforceable only if they are narrowly tailored to protect the employer's legitimate business interests.

The Three-Pronged Test for Ownership

In many jurisdictions, for an employer to claim ownership of your work, the project must typically fail all three of these tests:

Time: Was the work performed during company hours?
Resources: Did you use company equipment, trade secrets, or proprietary data?
Relevance: Is the work directly related to the employer’s business or actual/anticipated research?

Key takeaway: If your side project is built on your own laptop, after 6:00 PM, and has nothing to do with your employer's industry, it is almost certainly yours.

Action Item: Audit your current contract for the phrase "all work created during the term of employment." If it lacks the three-prong exclusions mentioned above, you are at higher risk.

Jurisdictional Protections

State laws provide a critical layer of protection that overrides restrictive contract language. If your contract is governed by the laws of these states, you have statutory rights that employers cannot contract away.

State	Key Protection Statute	Core Requirement
California	Labor Code 2870	Work must not relate to employer's business or result from work performed for employer.
Illinois	Employee Patent Act	Protects inventions developed on own time without company equipment.
Washington	RCW 49.44.140	Protects inventions not related to employer's business or anticipated research.

Action Item: Check the "Governing Law" section at the end of your contract. If you live in a state with strong IP protections but your contract specifies a state with weak protections (like Delaware or New York), your risk profile increases.

Common Red Flags in Employment Contracts

Employers often use "catch-all" language to broaden their ownership reach. Watch for these specific red flags:

"Any and all work": Language that claims ownership of anything created during your employment, regardless of relevance.
"Related to the business": Vague definitions of "business" that could encompass almost any software or creative endeavor.
"Company Equipment": Clauses that claim ownership if you used even minor company resources, such as a company-provided email address or a licensed software tool.

How to Mitigate Risk

Create an Exclusion List: Before signing, provide a written list of existing side projects to your employer and ask for them to be explicitly excluded from the assignment clause.
Strict Separation: Never use company hardware, software licenses, or cloud storage for your personal projects.
Document Everything: Keep a log of hours worked on your side projects to prove they occurred outside of your employment duties.

Key takeaway: Never assume a verbal agreement with your manager protects your IP. If it is not in the written contract, it does not exist in the eyes of the law.

Action Item: If you are currently working on a project, create a "Notice of Prior Invention" document and have it signed by your HR department or manager to establish a clear boundary.

The Role of AI in Contract Analysis

Navigating these clauses manually is difficult, as legal jargon is designed to obscure ownership rights. TermScore automatically scans your employment agreements to identify aggressive invention assignment clauses and highlights potential conflicts with your personal projects, giving you the clarity needed to negotiate with confidence.