Does my employer own my side project if I work on it on personal time?

It depends on the IP assignment language and your state. Broadly drafted agreements claim inventions "related to" the employer's business regardless of when or where you developed them. However, states including California, Washington, Minnesota, Illinois, and others have statutes limiting assignment to inventions using company resources or created during working hours. In protected states, personal projects on your own time without company equipment that are unrelated to the employer's business are generally yours — but "unrelated to the employer's business" is the key constraint.

What should I put on the prior inventions schedule?

List anything you've created before starting this job that you want to retain — open source projects, pending patents, software you've built, creative works, business concepts you're developing, research, or other intellectual property. Be reasonably specific (project name, description, timing) but don't worry about listing minor things. Better to over-disclose than under-disclose. The schedule protects you by carving these out from the assignment, so err on the side of inclusion.

What is "work made for hire" and does it affect personal projects?

Work made for hire is a copyright doctrine that makes work created within the scope of employment automatically owned by the employer. This applies to work you're hired to produce — code you write as part of your job, designs you create for company projects, documents you write for work. Personal projects done outside your job duties are generally not "work made for hire" even if you use your own computer at home, as long as the work is genuinely outside the scope of your employment duties.

Can I negotiate the IP assignment clause?

Yes, particularly around specific carve-outs. If you have an existing project or business you want to protect, ask the employer to add specific language carving that project out of the assignment. Employers are often willing to do this for clearly delineated personal projects that don't compete with their business. Get any agreement in writing, signed by an authorized representative. Verbal assurances don't protect you if the employment relationship sours later.

IP Assignment Clause in Employment Agreement

Key Issues to Review

Scope of Assigned Inventions

Critical

IP assignment clauses define which of your inventions are assigned to the employer. Broad clauses claim all inventions "related to" the employer's business, created using company resources, or conceived during employment. The scope of "related to" is critical — for a large tech company, it can cover substantial ground.

Prior Inventions Carve-Out

Critical

Most well-drafted IP assignment agreements include a provision allowing you to disclose and exclude inventions you created before joining the employer. If you have existing projects, patents, or work you want to retain, the prior inventions list is essential to complete accurately.

Personal Project / Moonlighting Restrictions

Notable

Some agreements restrict outside activities even beyond the IP assignment — prohibiting working on competing projects or requiring disclosure of outside work. These provisions are separate from but related to the IP assignment and can significantly limit independent activity.

Statutory Carve-Outs by State

Notable

Several states — including California (Labor Code §2870), Washington, Minnesota, Illinois, North Carolina, and Delaware — have statutes limiting IP assignment to work-related inventions. These statutes protect your right to personal projects developed on your own time without company resources. The protection applies regardless of what the contract says.

Work Made for Hire

Common

For copyright purposes, work created within the scope of employment is considered "work made for hire" and belongs to the employer automatically under US copyright law. This applies to code, writing, designs, and other creative work done as part of your job — even work done at home on a personal computer if it's within your job scope.

What to Look For

Intellectual property assignment provisions — commonly called PIIA (Proprietary Information and Invention Assignment) agreements — are among the most consequential provisions in tech employment agreements. They define who owns what you create. For engineers, researchers, designers, and anyone with independent creative work, understanding this clause is essential.

Read the definition of "Inventions" carefully. The clause should define exactly what types of creations are assigned to the employer. Broad definitions include: ideas, discoveries, developments, improvements, works of authorship, formulas, processes, techniques, and know-how. The key question is whether your independent work — open source projects, side businesses, independent research — falls within that definition. Look for whether the clause requires the invention to be related to the company's business, created during working hours, or developed using company resources — or whether it claims everything you create during employment regardless.

Complete the prior inventions schedule — it protects you. Most agreements include an exhibit or schedule where you list inventions you've already created that you want to retain ownership of. This list is a critical protection: inventions you disclose on this list are typically excluded from the assignment. Be thorough. Include all meaningful open source projects, patents, pending applications, business ideas you're developing, or creative work. If the agreement doesn't include such a schedule, you can ask for one to be added.

Know your state's statutory protections. California Labor Code §2870, Washington's RCW 49.44.140, and similar statutes in several other states limit IP assignment to inventions that relate to the employer's business and/or are created using company resources. These statutes apply even if your contract says otherwise. If you're in a protected state, understand what the statute covers — and recognize that "relates to employer's business" can still cover a broad range for companies with diverse business lines.

The "conceived during employment" trap. Some IP assignment clauses claim inventions "conceived" during your employment — meaning an idea you had while working, even if you developed it entirely on your own time, could be assigned. Courts interpret "conceived" differently, and the statutory carve-outs in states like California limit this reach. But if you're developing something while employed, be thoughtful about when and where you work on it.

Negotiate a specific carve-out if needed. If you have a specific side project or independent business that you want to protect, consider negotiating a specific carve-out. This is commonly done for open source projects, pending patents, or independent consulting work. Ask the employer to acknowledge in writing that they don't claim ownership of the specific project. Get this in writing before you start.

Frequently Asked Questions

A PIIA (Proprietary Information and Invention Assignment agreement) is a contract that requires you to assign to your employer intellectual property created during your employment that relates to the employer's business. Almost all tech companies require one as a condition of employment. The question isn't whether to sign it but what it says — specifically, how broadly it defines assigned inventions, what carve-outs exist, and whether your state's statutory protections limit the assignment.

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This guide is for informational purposes only and does not constitute legal advice. No attorney-client relationship is formed by reading this page. Consult a qualified employment attorney for advice specific to your situation.