Does my employment NDA automatically cover my personal projects?

No. Whether your personal projects are covered depends on the specific 'Inventions' or 'Intellectual Property' assignment clause in your contract, not just the NDA. If the language is overly broad, it may claim ownership of anything created during your employment, regardless of whether company resources were used.

What states have laws protecting personal inventions?

States like California, Washington, Illinois, and New Jersey have specific statutes (e.g., California Labor Code Section 2870) that prevent employers from claiming ownership of inventions developed entirely on your own time without using company equipment or trade secrets.

How can I tell if my contract is too restrictive?

Look for phrases like 'all work created during the term of employment' or 'related to the company's business.' These are red flags that the contract may attempt to capture personal projects that fall outside the scope of your actual job duties.

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.

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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.

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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.

How to tell if my employment NDA covers independent projects developed on personal time

Your employment NDA or Proprietary Information Agreement likely covers personal projects if it contains broad 'Invention Assignment' language. If the contract claims ownership of any work created during your employment term, regardless of company resources, it may legally capture your side projects. Always check for state-specific carve-outs.

The Difference Between NDAs and IP Assignment Clauses

Employees often confuse NDAs with Intellectual Property (IP) Assignment Agreements. An NDA restricts the disclosure of confidential information, while an IP Assignment clause dictates who owns the work you create. If your contract combines these, it is often titled a 'Proprietary Information and Inventions Agreement' (PIIA).

Identifying Overly Broad Language

To determine if your side project is at risk, scan your contract for these specific triggers:

Temporal Scope: Does it claim ownership of everything created 'during the term of employment'?
Subject Matter Scope: Does it include anything 'related to the company's actual or anticipated business'?
Resource Usage: Does it claim ownership if you used even 'incidental' company equipment?

Key takeaway: If your contract lacks a 'carve-out' section for prior inventions or personal projects, assume the employer will claim ownership of any work that remotely touches their industry.

Jurisdictional Protections: The State Law Shield

Several U.S. states provide statutory protection for employees, effectively nullifying overly broad contract clauses. If you work in these jurisdictions, your employer cannot claim ownership of inventions developed on your own time, provided you meet specific criteria.

State	Statute Reference	Key Requirement
California	Labor Code 2870	No company resources/trade secrets used.
Washington	RCW 49.44.140	Not related to employer's business.
Illinois	765 ILCS 1060/2	Developed entirely on own time.
New Jersey	N.J.S.A. 34:1B-265	No company equipment or proprietary info.

Action Item: Check if your employment contract includes a 'Choice of Law' provision. If you live in a protected state but your contract specifies the laws of a state without these protections, your rights may be compromised.

How to Audit Your Contract for Personal Project Risks

Follow this step-by-step process to assess your exposure:

Locate the 'Inventions' Section: Do not just look at the NDA section. Search for headers like 'Assignment of Inventions' or 'Work Product.'
Check for Exclusions: Look for a schedule or exhibit at the end of the contract where you can list 'Prior Inventions.' If you have a project already in progress, list it here.
Review the 'Scope of Business' Definition: If the company defines its business as 'all software development,' your personal app project is likely covered by the contract.
Document Your Process: If you are building a project, keep a log proving you used your own hardware, software licenses, and time.

Red Flags in Your Employment Agreement

If you see the following language, consult with an attorney or use an analysis tool immediately:

'All ideas, concepts, and inventions conceived during the term of employment.'
'Any work that relates to the Company’s current or demonstrably anticipated research.'
'Any work that results from any work performed by the Employee for the Company.'

Key takeaway: A contract that does not distinguish between work done for the company and work done for yourself is a significant liability for any developer or creator.

Understanding the nuances of your employment contract is critical to protecting your personal assets. TermScore can automatically analyze your employment agreements to highlight restrictive IP assignment clauses and identify whether your personal projects are at risk, saving you from costly legal disputes before they begin.