The reassurance people give each other is that if you built it on your own laptop, in your own time, using nothing belonging to the company, then it is yours. That is a reasonable moral position. It is not the test most employment agreements actually apply, and the gap between the two only becomes interesting once there is something worth arguing about.
The clause that usually decides ownership turns on subject matter rather than on time and equipment. It asks what the thing relates to. That is a much wider net than a clock and a laptop, and it is cast before you have written anything.
- Your own time and your own equipment matter, and they are rarely the whole test.
- The decisive words in most agreements are about what your work relates to.
- Three separate clauses can each catch you, and they sit in three different sections.
- Where you live changes the answer materially, sometimes completely.
- The cheapest moment to sort this out is before you start building.
Three clauses, usually in three different places
People go looking for "the IP clause" as though there is one. There are normally three, they do different jobs, and you can satisfy one while falling foul of another.
| What it does | What it is usually called | What it can reach |
|---|---|---|
| Assigns ownership | Invention assignment, proprietary information and inventions, IP assignment | Things you create, sometimes without much regard for when you created them |
| Restricts activity | Outside activities, moonlighting, exclusivity, conflict of interest | Whether you are permitted to do it at all, which is a separate question from who owns it |
| Restricts knowledge | Confidentiality, non-disclosure | What you know, which can follow you into a project built entirely on your own |
That last row is the one people underrate. You can own something outright and still have a problem, if building it required knowing something you learned at work and agreed not to use elsewhere. Ownership and permission are different questions with different answers.
The phrase that does the most damage
Somewhere in the assignment clause there is usually a phrase along the lines of work that relates to the business of the company, or to its actual or anticipated research and development. Everything turns on how far "relates to" stretches.
Read narrowly, it means a competing product. Read broadly, it means anything the company could plausibly have an interest in, which for a large employer is close to everything. The phrase is doing enormous work and it is almost never defined in the place you are reading it.
This is why the definitions section matters more than the clause itself. If the agreement defines the business of the company tightly, the net is small. If it defines it as the company and its affiliates and any business they are engaged in or contemplating, the net is very large, and the clause you were worried about is not the problem. The definition three pages earlier is.
The question is rarely whether you did the right thing. It is whether you could show, two years later and to someone unsympathetic, that you did.
Why "my own laptop, my own time" is weaker than it sounds
It is a genuinely useful position and worth protecting. In several places it carries real legal weight. What it is not is automatic, and the way people lose it is never dramatic.
It goes in small pieces. One commit pushed from the work machine because you were already logged in. One question asked in the company Slack because that is where the person who knew the answer was. An afternoon on a quiet Friday. A repository created under an account tied to your work email three years ago and never migrated. Each is minor and each is a thread somebody can pull, and threads are what these arguments are made of.
The practical version of this is not to be pure. It is to be provable. Separate accounts, separate machine, personal email on the repository, work done at hours you can point to. That is tedious for a weekend project and it is the difference between a short conversation and a long one.
Where you are changes the answer
This is the part a blog post cannot resolve for you, and pretending otherwise would be the most damaging thing on this page.
Several jurisdictions place limits on how far an employer's assignment clause can reach into work done entirely on your own time without company resources, and some require employers to notify employees of those limits. Others take a different route entirely, treating employee inventions through a statutory scheme that can include compensation. Some make sharp distinctions between employees and contractors. The result is that two people with word for word identical contracts can be in genuinely different positions because of where they sit.
Which means the sensible use of everything above is to work out what your contract says, and then to find out what that means where you live. Those are two separate jobs and only the first one is free.
Read your contract in this order
Most people open the agreement and start at the top, which is why most people give up. Read it in the order that carries information instead.
Definitions first. Find how the company, the business and confidential information are defined. Everything else inherits these, and the breadth of the whole agreement is usually decided here.
The assignment clause second. Now that you know what the terms mean, you can read what it actually claims.
The carve-outs third. Look for language excluding work done on your own time, and for the schedule where you were supposed to list what you already owned.
Outside activities fourth. This is where permission lives, and it is often stricter and vaguer than the ownership language.
Confidentiality fifth, then whatever survives termination, which is usually most of it. People assume leaving ends these obligations. It generally ends only some.
The schedule almost nobody fills in
Many agreements include an appendix where you list inventions and projects you owned before starting, so they are excluded from the assignment. Almost everyone leaves it blank, either because they had nothing at the time or because they signed the whole bundle in an afternoon on their first day.
A blank schedule is not neutral. It is a statement that there was nothing, and it is a statement made in writing and signed. If you had a project underway, the moment to have said so was then. If you are about to sign a new agreement now, this is the single highest value thing on this page: fill in that page, even if the entry feels trivial.
Should you tell them?
Disclosure is a judgement call, and it is worth separating what it costs from what it buys.
It buys certainty, and certainty compounds. A written approval naming your project turns an open question into a closed one, and it does so while there is nothing at stake, which is the only time these conversations are easy. If what you are building is unrelated to your employer's work, the ask is usually mundane and the answer is usually yes.
What it costs is a conversation about your attention, sometimes with someone who will file that away. That risk is real and depends entirely on your workplace. What is not a good trade is silence plus a verbal comment from a manager in a corridor, which combines the cost of disclosure with none of the protection.
Questions worth taking to a lawyer
An hour with someone qualified in your jurisdiction is cheap next to the alternative, and it goes much further if you arrive with specifics. These are the ones worth asking.
- How does my jurisdiction limit an invention assignment clause, if at all, for work done on my own time and equipment?
- How broadly is a phrase like "relates to the business of the company" likely to be read here, given how my employer's business is defined in the agreement?
- Does anything change if my project is unrelated to my employer's field but uses skills I developed at work?
- What obligations survive if I leave, and for how long?
- My prior inventions schedule is blank. What are the consequences and can it be corrected now?
- Does the outside activities clause prohibit this even if the company would not own it?
- What form of approval would actually be binding on my employer, and who has authority to give it?
- If I later want to sell this or take investment, what will a buyer's lawyer ask me to prove?
That last one is the most useful question in the list, because it converts a vague worry into a concrete document you can prepare while it is still easy.
Before you write a line of code
Find your agreement and read the definitions. Fill in the prior inventions schedule if you are signing something new. Set up the project on a personal account with a personal email from the first day, because migrating it later leaves a trail that looks worse than it is. Then decide, deliberately rather than by default, whether you are going to ask.
If the project came out of something you noticed at work, our piece on turning a repetitive work problem into a product is the natural next step once this part is settled.
Frequently asked questions
Does using my own laptop settle the question?
It helps and it rarely settles it. Personal equipment and personal time are usually part of the test rather than the whole test, and in many agreements the decisive question is what the work relates to rather than where it was done. Treat clean separation as evidence you may need later, not as a rule that applies automatically.
What if my contract says nothing about intellectual property?
Silence does not mean you own everything. Default rules fill the gap and they differ widely between countries, and in some places between an employee and a contractor doing identical work. A contract with no IP clause is a reason to ask someone qualified what the default is where you are, not a reason to relax.
Can an employer claim something I built before I joined?
This is what the prior inventions schedule in many agreements exists to prevent, and leaving it blank is the mistake people make. If you had a project underway when you signed, listing it is how you keep the argument short. Adding to that project later on company time can still complicate matters.
Does releasing it as open source protect me?
No. Publishing something you did not have the right to publish does not create the right, and it can make the situation worse by making it public and hard to unwind. Ownership is settled before release, not by it.
Is a verbal approval from my manager enough?
It is better than nothing and much weaker than people assume. Managers leave, memories differ, and the person who signs off is often not the person with authority to waive a company IP clause. A short written confirmation naming the project is worth asking for even when it feels awkward.
I am a contractor rather than an employee. Is this simpler?
It is different rather than simpler. Contractor agreements often assign work product just as firmly, and in some places the default ownership rules for contractors and employees point in opposite directions. Read the agreement you actually signed rather than assuming your status decides it.
Important: this is general information about how these agreements are usually structured, and it is not legal advice. Employment and intellectual property law varies enormously between countries and between states or provinces within them, and the same wording can produce different outcomes depending on where you work. Nothing here creates a lawyer client relationship, and no article can tell you what your specific contract means. If anything you are building sits near a line rather than well clear of it, that is a question for someone qualified in your jurisdiction.