How do I protect my pre-existing open source projects?

You must explicitly list your pre-existing projects in an 'Excluded Inventions' schedule attached to your employment agreement before signing.

What happens if I forget to disclose my code?

If not disclosed, your employer may legally claim ownership of your prior work under the 'work-made-for-hire' doctrine or broad IP assignment language.

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 stop me from using open source code I wrote before joining?

Q: Does an employment NDA stop me from using open source code I wrote before joining?

No, an NDA typically protects confidential information, not ownership of your prior work. However, your employment contract likely contains an 'Inventions Assignment' clause that could claim ownership of your pre-existing code if not properly excluded.

Generally, an employment NDA does not restrict your use of open source code created before your start date. However, your employment agreement likely contains an Inventions Assignment clause, which is distinct from an NDA. If you fail to explicitly exclude your prior work, your employer may legally claim ownership of your pre-existing code.

Understanding the Difference: NDA vs. IP Assignment

Employees often confuse Non-Disclosure Agreements (NDAs) with Intellectual Property (IP) Assignment Agreements. An NDA is designed to prevent the unauthorized sharing of company secrets. It does not inherently grant the company ownership of your personal creative output.

The real risk lies in the Proprietary Information and Inventions Agreement (PIIA). This document typically includes a clause stating that any invention, code, or software developed during your employment—or sometimes even using company equipment—belongs to the employer. If your contract lacks an "Excluded Inventions" schedule, you may inadvertently assign your prior open source work to your new employer.

Key takeaway: An NDA protects the company's secrets; an IP Assignment clause determines who owns your code. Always check for an "Excluded Inventions" exhibit in your contract.

Action Item: Locate your employment contract and search for the term "Inventions" or "Assignment of IP." If you find a broad definition of "Company Inventions," you must ensure your prior work is formally excluded.

The "Excluded Inventions" Schedule

Most standard employment contracts include an exhibit or schedule specifically designed to list pre-existing intellectual property. This is your primary legal shield.

What to include in your disclosure:

Project Name: The official name of the repository or project.
URL: A link to the public repository (e.g., GitHub, GitLab).
License Type: Clearly state the open source license (e.g., MIT, GPLv3, Apache 2.0).
Development Date: A timeframe indicating the work was completed prior to your start date.
Brief Description: A high-level summary of the code's functionality.

Action Item: Draft a simple document listing your projects and request that your HR department or legal counsel attach it as an addendum to your employment agreement.

Legal Risks and Jurisdictional Nuances

The enforceability of IP assignment clauses varies significantly by jurisdiction. Understanding these differences is critical for software engineers.

Jurisdiction	Key Protection
California	Labor Code Section 2870 protects inventions developed on your own time without company resources.
Washington	RCW 49.44.140 provides similar protections for employee inventions.
New York	Generally follows contract law; broader assignment clauses are often upheld.

Even in states with strong protections, "self-help" is risky. Relying on state statutes often requires litigation to prove you didn't use company resources. A written disclosure is always superior to relying on statutory protections after a dispute arises.

Key takeaway: Never assume your state's labor laws will automatically protect your side projects. Explicit written exclusion is the only way to guarantee ownership.

Action Item: If you live in a state like California, verify that your contract does not attempt to waive your rights under local labor codes.

Steps to Protect Your Open Source Portfolio

Audit your repositories: Document every project you intend to maintain while employed.
Review your offer letter: Look for "Inventions Assignment" or "Conflict of Interest" sections.
Disclose early: Submit your list of excluded inventions during the onboarding process.
Maintain separation: Never use company hardware, software licenses, or proprietary tools to update your personal open source projects.
Get written confirmation: Ensure the employer acknowledges receipt of your disclosure.

Action Item: Create a "Personal IP Log" that tracks the development history of your projects, including commit timestamps, to provide a clear "paper trail" of your work.

How TermScore Simplifies Contract Analysis

Navigating complex legal language in employment contracts is difficult, especially when your career and personal projects are at stake. TermScore uses advanced AI to instantly scan your employment agreements, identifying aggressive IP assignment clauses and missing "Excluded Inventions" schedules. By using TermScore, you can flag potential ownership risks before you sign, ensuring your open source contributions remain yours. Upload your contract to TermScore today to get a clear, plain-English breakdown of your IP rights.