How can I protect my side projects from my employer?

You can protect your projects by negotiating an 'IP Exclusion' list, ensuring you use personal equipment, and verifying that your work does not conflict with your employer's business interests or use their proprietary data.

What states have laws protecting employee inventions?

States like California, Washington, Illinois, and New Jersey have specific statutes that limit an employer's ability to claim ownership of inventions created on an employee's own time without using company resources.

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. One-time purchases are also available: a single score for $5 or a 5-pack for $15, with no subscription required.

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.

Does a standard employment NDA automatically claim ownership of my open source side projects?

Q: Does a standard employment NDA automatically claim ownership of my open source side projects?

No, it is not automatic, but it is common. Many employment agreements include 'Invention Assignment' clauses that claim ownership of any intellectual property created during your employment, regardless of whether it relates to company business or was created on company time.

No, a standard NDA does not automatically claim ownership of your side projects, but many employment contracts include broad "Invention Assignment" clauses that do. If your contract defines "Inventions" to include anything created during your employment term, your employer may legally own your open source contributions by default.

Understanding the Difference: NDA vs. Invention Assignment

Employees often confuse Non-Disclosure Agreements (NDAs) with Proprietary Information and Inventions Agreements (PIIAs). An NDA is designed to protect trade secrets, while a PIIA is the legal instrument that transfers ownership of your intellectual property to your employer.

The Scope of "Invention Assignment" Clauses

Most modern tech employment contracts contain language that claims ownership of any work product that:

Relates to the employer’s actual or anticipated business.
Results from work performed for the employer.
Is developed using the employer’s equipment, supplies, facilities, or trade secret information.

Key takeaway: If your contract uses the phrase "any and all inventions conceived during the term of employment," it is likely overbroad and potentially captures your side projects. Always check if the definition of "Invention" is limited to the employer's specific business scope.

Action Item: Search your contract for the word "Invention" or "Work Product" and identify if the clause is limited to work related to your job duties or if it is global in scope.

Jurisdictional Protections: The State-Level Shield

Several U.S. states have enacted "Employee Invention Statutes" that provide a baseline of protection for your side projects. These laws generally prevent employers from claiming ownership of inventions developed entirely on your own time, without using company resources, and that do not relate to the employer's business.

State	Key Protection Factor
California	Labor Code 2870: Protects inventions made on own time without company resources.
Washington	RCW 49.44.140: Limits assignment to work related to employer business.
Illinois	Employee Patent Act: Protects inventions developed without company equipment.
New Jersey	N.J.S.A. 34:1B-265: Protects off-hours, non-company-resource work.

Action Item: Determine if your employment contract is governed by the laws of a state with strong invention protections. If you live in a state without these protections, your contract language is the only thing governing your rights.

How to Secure Your Open Source Projects

If you are concerned about your side projects, you must take proactive steps to decouple them from your employment.

Negotiate an IP Exclusion List: Before signing, request an "Excluded Inventions" exhibit where you list your existing open source projects.
Use Separate Hardware: Never push code to your personal GitHub repository from a company-issued laptop.
Avoid Company Resources: Do not use company Slack, email, or cloud credits to host or develop your side projects.
Ensure No Competitive Overlap: Ensure your project does not compete with your employer's current or "demonstrably anticipated" business.

The Risk of "Moonlighting" Clauses

Even if you own the IP, your employment contract may have a "Moonlighting" or "Conflict of Interest" clause. These clauses allow an employer to terminate you for working on outside projects, even if they don't own the code. Always review your contract for "Outside Activity" restrictions.

Key takeaway: Ownership of IP and the right to work on side projects are two different legal issues. You might own your code, but your employer might still have the right to fire you for working on it.

Action Item: Review your "Outside Activities" or "Conflicts of Interest" section to ensure your open source work does not violate your duty of loyalty to your employer.

Mitigating Risk with AI Analysis

Manually parsing dense legal jargon is prone to error, and missing a single clause can cost you the rights to years of development work. TermScore uses advanced AI to instantly scan your employment agreements, flagging overbroad invention assignment clauses and identifying potential conflicts with your side projects. By providing a clear, plain-English breakdown of your obligations, TermScore empowers you to negotiate with confidence and protect your intellectual property before you sign.