How can I tell if my employer owns my side project?

Check your contract for 'Invention Assignment' or 'Work Made for Hire' clauses. If the project relates to the company's current or anticipated business, or if you used company equipment, code, or time, the company almost certainly holds the legal rights to your work.

What is a PIIA agreement?

A PIIA (Proprietary Information and Inventions Agreement) is a legal document that explicitly defines what intellectual property belongs to the company and provides a mechanism for employees to disclose and exclude pre-existing inventions from the company's ownership.

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.

Does an employment NDA prevent me from working on personal coding projects?

Q: Does an employment NDA prevent me from working on personal coding projects?

An NDA alone typically protects confidential information, but most employment contracts include 'Invention Assignment' clauses that claim ownership of anything you create. If your project relates to your employer's business or uses their resources, they likely own it, regardless of whether it is a personal project.

An employment NDA typically protects trade secrets, but it is rarely the only document you signed. Most employment contracts include 'Invention Assignment' clauses that claim ownership of anything you create. If your project relates to your employer's business or uses their resources, they likely own it by default.

Understanding the Difference: NDA vs. Invention Assignment

Employees often confuse Non-Disclosure Agreements (NDAs) with Proprietary Information and Inventions Agreements (PIIAs). While an NDA restricts what you can say, an invention assignment clause dictates who owns what you build.

The Scope of Invention Assignment

Most standard employment contracts contain language stating that any invention, software, or process developed during your employment that relates to the company's business is the company's sole property. This is often referred to as a 'Work Made for Hire' provision.

Scope: Does the project overlap with the company's current or anticipated product roadmap?
Resources: Did you use a company-issued laptop, cloud credits, or proprietary APIs?
Time: Did you work on the project during your contracted hours?

Key takeaway: Never assume that working on your own time exempts you from ownership claims. If you use company hardware, the company may have a legal claim to the output.

Action Item: Review your employment contract specifically for the section titled 'Intellectual Property,' 'Inventions,' or 'Proprietary Rights.'

Jurisdictional Protections for Developers

Several states have enacted laws that limit the reach of invention assignment agreements. These laws prevent employers from claiming ownership of inventions developed entirely on your own time without using company resources.

State	Key Protection
California	Labor Code 2870 protects inventions developed on your own time without company equipment or trade secrets.
Washington	RCW 49.44.140 provides similar protections for inventions developed on the employee's own time.
Illinois	Employee Patent Act limits the scope of assignment agreements for inventions made on personal time.

Action Item: If you reside in a state with strong IP protections, verify if your contract contains a waiver acknowledging these statutory rights.

How to Protect Your Personal Projects

If you intend to build software while employed, you must establish a clear 'firewall' between your professional and personal work.

Use Personal Hardware: Never install personal projects on a company-issued machine.
Document Everything: Keep a log of hours worked on personal projects to prove they occurred outside of company time.
Disclose Early: Use a PIIA disclosure form to list existing projects before you start your employment.
Avoid Overlap: Ensure your project does not compete with or utilize the core technology of your employer.

Key takeaway: If you are building something that could be a startup, consult with an attorney before signing an employment agreement to negotiate an 'Excluded Inventions' schedule.

Action Item: Create a written record of your personal projects, including the date of inception and the tools used, to establish a clear timeline of ownership.

Red Flags in Your Employment Contract

When reviewing your contract, look for these specific red flags that indicate an overly broad claim on your intellectual property:

'Any and all' language: Clauses that claim ownership of 'any and all inventions' without limiting the scope to the company's business.
Post-employment tail: Provisions that claim ownership of inventions created within 6 to 12 months after leaving the company.
Broad definition of 'Business': Definitions that include 'any field of technology' rather than specific industry verticals.

Action Item: If you find these red flags, request an addendum to your contract that explicitly excludes your specific side projects from the scope of the invention assignment.

Navigating the intersection of employment law and intellectual property is complex, but you don't have to do it manually. TermScore uses advanced AI to instantly analyze your employment contracts, flagging restrictive invention assignment clauses and potential ownership risks so you can protect your personal coding projects with confidence.