What is the difference between an NDA and an Invention Assignment Agreement?

An NDA prevents you from sharing trade secrets. An Invention Assignment Agreement (or PIIA) legally transfers ownership of your intellectual property to your employer. You can sign an NDA without losing your IP, but a PIIA often strips you of ownership of your side projects.

How can I protect my personal projects from my employer?

Use separate hardware, avoid company time, ensure the project is unrelated to the employer's business, and check if your state (like California or Washington) has laws protecting employee inventions created on personal time.

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 restrict my ability to build a personal project on my own time?

An NDA alone typically restricts the disclosure of confidential information, not the act of building. However, most employment contracts include 'Invention Assignment' clauses that automatically grant your employer ownership of anything you create, even on your own time, if it relates to their business or uses company resources.

The Critical Distinction: NDA vs. Invention Assignment

Employees often confuse NDAs with Proprietary Information and Inventions Assignment Agreements (PIIAs). While they are often bundled in the same onboarding packet, they serve different legal functions.

NDA (Non-Disclosure Agreement): Focuses on secrecy. It prevents you from leaking trade secrets, client lists, or internal data. It does not inherently claim ownership of your independent work.
PIIA (Invention Assignment): Focuses on ownership. It mandates that any intellectual property (IP) you develop during your employment—and sometimes beyond—belongs to the company.

Key takeaway: You can violate an NDA by using company code in your side project, but you can lose ownership of your side project entirely due to an Invention Assignment clause, even if you never used a single line of company code.

Action Item: Locate your employment agreement and search specifically for the section titled "Inventions," "Intellectual Property," or "Assignment of Rights."

When Your Employer Can Legally Claim Your Project

Courts generally look at three specific factors to determine if your side project belongs to your employer. If your project meets any of these, you are likely at risk:

Scope of Business: The project relates directly to the employer's current or anticipated business, research, or development.
Company Resources: You used company equipment, software licenses, proprietary data, or office space to build the project.
Company Time: You worked on the project during your contracted hours or while using company-provided devices.

Risk Factor	Impact on Ownership
Used Company Laptop	High Risk (Company may claim ownership)
Project is unrelated to business	Low Risk (Usually protected)
Worked on during lunch break	Moderate Risk (Depends on state law)
Used company proprietary API	Extreme Risk (Clear IP infringement)

Action Item: Maintain a strict "clean room" environment for your side projects. Use a personal computer, personal software licenses, and personal cloud storage accounts.

Jurisdictional Protections: The State Law Factor

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

California (Labor Code Section 2870): Employers cannot require you to assign rights to an invention developed entirely on your own time without using company equipment, supplies, or trade secrets, unless the invention relates to the employer's business.
Washington (RCW 49.44.140): Similar to California, it protects inventions created on personal time, provided they do not result from work performed for the employer.
Illinois (Employee Patent Act): Provides specific protections for inventions developed on personal time, provided no company equipment or trade secrets were used.

Action Item: Research your specific state's labor laws regarding "Invention Assignment" to see if your contract contains unenforceable provisions.

How to Safely Build While Employed

If you are planning to launch a side project, follow this protocol to minimize legal exposure:

Audit your contract: Identify the exact language regarding "Inventions" and "Scope of Employment."
Disclose early: If your project is borderline, provide a written disclosure to your manager or HR department.
Document everything: Keep a log of hours worked on your project to prove it was done outside of company time.
Avoid overlap: Ensure your project does not compete with your employer's product roadmap.

Key takeaway: Never assume that because you built it on a weekend, it is yours. If the project is in the same industry as your employer, the "Scope of Business" clause can be interpreted very broadly by legal teams.

Action Item: If you are unsure about your contract's language, consult with an employment attorney before launching your project publicly.

Using AI to Analyze Your Risks

Reviewing dense legal documents for "Invention Assignment" clauses can be overwhelming. TermScore allows you to upload your employment agreement and automatically flags restrictive IP assignment clauses, non-competes, and NDA provisions that might threaten your personal projects. By identifying these risks early, you can negotiate better terms or ensure your side projects remain safely under your control.