Prior Inventions Schedules: What They Are and Why You Should Fill Them Out Carefully

When you sign an employment agreement with a technology company, one of the quietest but most consequential documents in the packet is often a short exhibit called a Prior Inventions Schedule, sometimes labeled a Prior Inventions Disclosure or Exhibit A. Most people leave it blank. That is usually a mistake.

What a Prior Inventions Schedule Is

Standard employment agreements at technology companies almost always include a broad IP assignment clause. In plain terms: anything you invent that relates to the company's business, uses company resources, or grows out of your work there belongs to the company. These clauses are generally enforceable, and courts read them broadly.

The prior inventions schedule is the carve-out. It is a space — usually a few lines or a blank table — where you list inventions, works, or developments you created before your employment begins, which you want to retain ownership of. Whatever you list there is typically excluded from the assignment. Whatever you leave off is not.

If you have a side project, an app you built on your own time, a provisional patent application, or a technology concept you have been developing independently, this schedule is where you protect it.

Why Leaving It Blank Is Risky

Employees commonly leave the schedule blank for one of three reasons: they did not read the agreement carefully, they felt it was impolite to claim anything, or they assumed they had nothing worth listing. The first two are process problems. The third is often wrong.

The Assignment Clause Reaches Further Than You Think

Broad IP assignment language does not just cover formal patents. It typically covers inventions, discoveries, concepts, software, algorithms, processes, and sometimes even improvements to existing tools — anything that could reasonably relate to the company's current or reasonably anticipated business. If your side project touches the same technical area as your new employer's products, the assignment clause could reach it, even if you built it entirely on your own time before you were hired.

Silence Does Not Preserve Your Rights

Some employees believe that because they built something before starting the job, it is automatically theirs. That is not how assignment clauses work. The clause assigns rights as of the date you sign. If a prior invention is not carved out, you may be assigning it retroactively. Listing something on the schedule creates a written record of your claim. Leaving it blank removes that record.

Vagueness Can Still Help

If you have ongoing projects you want to protect but are not ready to describe in full detail, most schedules allow general descriptions. Something like "mobile application for personal finance management, in development" is better than nothing. You are not required to include source code or technical specifications — you are just establishing that the project existed and is yours before the employment relationship begins.

What to Do Before You Sign

Review Everything You Have Built

Before signing any employment agreement with an IP assignment clause, take stock of what you have created: personal software projects, freelance work you own, pending or issued patents in your name, unpublished ideas you have documented, and any business concepts you are actively developing. If any of those could plausibly relate to your new employer's technical domain, they belong on the schedule.

Get the Agreement in Advance

Ask for the full employment agreement — including all exhibits — at least a few days before your start date. Negotiating changes on day one, with your first paycheck already mentally deposited, is not a good position. Most companies expect candidates to review agreements before signing and will provide them on request.

Understand State Law Variations

Several states, including California, Delaware, Illinois, Minnesota, North Carolina, and Washington, have statutes that limit how broadly employers can claim employee inventions. These laws generally protect inventions developed entirely on your own time, without company resources, that do not relate to the employer's business or result from your work there. If you are in one of these states, you may have statutory protection even without a schedule — but a completed schedule is still cleaner evidence of your prior claim. Laws vary and change; consult an attorney about your specific jurisdiction.

Practical Takeaways

• A prior inventions schedule is your opportunity to protect pre-existing work before an IP assignment clause applies — do not skip it.
• Blank does not mean neutral; leaving the schedule empty removes a key piece of evidence that something is yours.
• General descriptions are acceptable; you do not need to disclose proprietary details to establish a prior claim.
• Request your full employment agreement before your start date so you have time to review and, if needed, negotiate.
• Some states limit employer IP claims by statute, but a written schedule is still better protection than relying on statute alone.
• If you have a valuable side project or pending patent, consider speaking with a patent or employment attorney before you sign.

This guide is general education, not legal advice, and does not create an attorney–client relationship. For your specific situation, talk to a registered patent attorney.