Confidentiality and IP clauses in your offer
A confidentiality clause says what you can't tell. An IP or invention assignment clause says what you can't keep. The first one almost everybody expects. The second one can reach things you made before you started and things you make at home after you do.
What they're for
The confidentiality clause protects what the company tells you: customers, code, plans, pricing, the fact that a deal is happening. The IP clause makes sure that what you create while employed belongs to the company, not to you. Both are ordinary. What varies — sometimes a lot — is how far each one reaches.
How they show up in an offer
"You agree to assign to the Company all right, title and interest in any inventions, works of authorship, developments and improvements conceived or made by you, alone or with others, during the term of your employment, whether or not during working hours and whether or not using Company resources, that relate to the Company's business or actual or anticipated research and development. You have listed on Schedule A any prior inventions you wish to exclude."
Anything you create while employed that relates to what the company does — or is planning to do — belongs to the company, even if you made it on a Sunday on your own laptop. "Anticipated research and development" is broad: it covers things the company hasn't started yet. Schedule A is your one chance to list things you already own and want to keep out; if you don't fill it in, the default is that there's nothing to exclude.
What to check in yours
- Whether there's a separate agreement. These clauses are often in a "Confidentiality and Invention Assignment Agreement" (a CIIA or PIIA) referenced by the offer but not attached. If so, ask for it before signing. It's the document with the real terms.
- Scope of the IP clause. Does it cover only things made in the course of your work, or anything "relating to the Company's business," or everything you make at all? Whether it includes "anticipated" business? The wider it is, the more of your side projects it may reach.
- Prior inventions schedule. If there's a place to list what you already own — code, a side business, a patent, a manuscript — use it. Be specific. This is the single most useful thing to do with an IP clause, and it has to happen before you sign.
- Side projects. Some agreements have a carve-out for personal projects that don't use company resources and don't relate to its business. Some require you to disclose side projects. Some are silent, which leaves the broad language in charge.
- What "confidential information" means. Usually a long list. Look for whether it excludes things that are public or that you knew before, and whether it has an end date or lasts indefinitely.
- Return and deletion. Most say you must return everything and delete copies when you leave. Note whether it covers personal devices.
- Moral rights. In some places you may be asked to "waive moral rights" in what you create. It's a specific legal term; if it's there, it belongs on the lawyer's list.
Where a lawyer comes in
How far an invention-assignment clause can reach, and what it can't, is set by the law where you work — and if you have a side business, a portfolio, or an open-source project you care about, that question is worth an hour of a lawyer's time before you sign. Whether to push back on the scope, or simply to protect what's yours via the prior-inventions schedule, is also a judgement they can make with you. The report reads the clause as written, tells you what it reaches, and flags anything you own that the schedule should protect.
This page explains what a clause says and what to look for in your own offer. It doesn't tell you what the law is where you work or whether a clause would be enforced — that's a question for an employment lawyer, and the page says so where it applies. Informational, not legal advice.