What is an IP assignment clause in my job offer — does it cover my side projects?
The short answer
An IP and invention assignment clause typically transfers to the employer the rights to inventions, work product, software, and creative output you develop during employment — and sometimes outside of it, depending on how broadly the clause is written. Whether side projects are covered depends on the clause's scope: some assign only work created using company resources or related to the employer's business; others sweep in anything created during employment, even on personal time. Some states have enacted statutory carve-outs protecting employee inventions developed entirely on personal time, with no company resources, and unrelated to the employer's business — California Labor Code §2870 is a commonly cited example. Whether any such carve-out applies depends on which state's law governs and how the clause is written. Scan your offer to see what its IP assignment clause covers and whether a prior-inventions schedule is available.
What Dang reviews here: Dang reviews the clause language in your employment agreement — what the IP assignment, non-compete, non-solicitation, and confidentiality terms say and what to ask about them. It does not verify wage, hour, or leave compliance.
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What IP assignment clauses usually cover
An invention assignment clause typically defines "inventions" broadly — software, processes, designs, improvements, discoveries, and related work product — and assigns all rights to the employer for anything created "in connection with employment" or "using company resources." The breadth of that definition is what determines whether a side project is covered. A clause that assigns only work created using company resources or within the scope of employment is narrower; one that assigns "any invention created during the employment period" regardless of resources or relevance is much broader.
Some states have enacted statutory limits on what an employer can require employees to assign. California Labor Code §2870 is a commonly cited example: it generally provides that an employment agreement cannot require assignment of inventions developed entirely on the employee's own time, without company resources, and that are not related to the employer's business or foreseeable research. Similar carve-out statutes exist in a few other states. Whether such a carve-out applies to your situation depends on the governing state and the clause's specific language.
Why people worry
Engineers, designers, and developers frequently have side projects — apps, tools, creative work — that they want to keep separate from their employment. The worry is that a broad assignment clause will claim ownership of work they created entirely on their own time and with their own resources. A prior-inventions schedule — a list of existing inventions you identify at signing as excluded from the assignment — is the standard mechanism for protecting that work, and it needs to be filled out and attached at signing to be effective.
What to look for in your agreement
- The definition of "inventions" — how broad it is and whether it extends to work unrelated to the employer's business.
- The trigger for assignment — whether it requires use of company resources, company time, or simply occurring during employment.
- Whether a prior-inventions schedule is attached or can be attached — and whether your existing side projects are listed.
- The governing-law clause — which state's law applies, and whether that state has a statutory carve-out for personal-time inventions.
- Whether the clause includes a carve-out for inventions that were fully developed before the employment start date.
Questions to ask before signing
- Ask the employer whether a prior-inventions schedule can be attached to carve out existing side projects.
- Ask the other party to clarify whether the assignment requires use of company resources or applies to all work created during employment.
- Confirm which state's law governs the agreement and whether that state has a statutory personal-time carve-out.
- Consider having the IP clause reviewed if you have active side projects or pre-existing inventions you want to protect before signing.
Why scan instead of guess
The general rule tells you the baseline. Your offer tells you what you’re actually being asked to sign — and the wording is what binds. Dang reads the document and flags the clauses worth reviewing, in plain English.
The deterministic engine scores and decides what’s risky. The AI only enriches the plain-English wording — AI extracts, code decides, never the other way around.
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Common questions
What is a prior-inventions schedule?
A prior-inventions schedule is a list, attached to the employment agreement, of inventions and work product that you identify at signing as excluded from the IP assignment. It is the standard mechanism for protecting pre-existing side projects. It must be completed and attached at signing to be effective — listing items after the fact is generally not binding.
Do I need to worry about projects I started before this job?
Projects started before employment may be covered by the assignment clause if the clause's language reaches pre-signing work (some do, some don't) or if the project could be characterized as related to the employer's business. A prior-inventions schedule is the conventional protection — the time to fill it out is before signing.
No account required · File deleted after analysis · Not legal advice. Dang reports contract findings in plain English — general information, not legal advice about your situation. For consequential decisions, consult a licensed attorney in your state.