Question 1

What is a Confidential Information and Invention Assignment Agreement (CIIAA)?

Accepted Answer

A CIIAA is a contract between a company and an employee, contractor, consultant, or founder in which the individual agrees to (1) keep the company's confidential information secret, (2) assign ownership of any inventions, works, and intellectual property created within the scope of their work to the company, and (3) comply with related obligations such as returning company property upon termination and cooperating with IP filings. CIIAAs — sometimes called PIIAAs (Proprietary Information and Invention Assignment Agreements), invention assignment agreements, or at-hire IP agreements — are a cornerstone of technology, life sciences, and creative company formation. They are typically signed on the first day of employment, before any engagement begins, or at the time of a founder stock grant.

Question 2

Why do venture capital investors require CIIAAs from every founder and employee?

Accepted Answer

Venture capital and institutional investors universally require CIIAAs as a condition of funding because unassigned IP represents a fundamental risk to a startup's enterprise value. If a former employee, contractor, or co-founder claims ownership of key source code, patents, product designs, or trade secrets, the company could face litigation, injunctions, or forced licensing. During due diligence, investors examine whether every person who has touched the company's technology has signed a valid CIIAA assigning all work-related IP to the company. Missing or deficient CIIAAs are a common reason for deal terms to shift, for escrows to be established, or in extreme cases for deals to fall apart.

Question 3

What inventions does a CIIAA cover — everything I ever create?

Accepted Answer

No. Well-drafted CIIAAs cover only inventions that are (1) created during the term of employment or engagement, (2) within the scope of the company's business or research, (3) created using company resources, facilities, or confidential information, or (4) result from work performed for the company. Inventions the employee conceived before employment are excluded and should be listed on a 'Prior Inventions' schedule attached to the CIIAA. Personal projects created entirely on the employee's own time, with personal equipment, and unrelated to the company's business are also typically excluded — and in some states, such as California, this exclusion is statutorily required.

Question 4

Does California law limit what a CIIAA can cover?

Accepted Answer

Yes. California Labor Code Section 2870 — and similar statutes in states like Washington, Minnesota, Illinois, Delaware, Kansas, North Carolina, and Utah — limits an employer's ability to claim ownership of employee inventions. These statutes generally provide that any provision in an employment agreement requiring an employee to assign rights in an invention is unenforceable if the invention was developed entirely on the employee's own time, without using employer equipment, supplies, facilities, or trade secrets, and does not relate to the employer's business or result from work performed for the employer. California Labor Code 2872 additionally requires the employer to provide written notice of Section 2870 to the employee. Our template includes the required statutory notice for applicable states.

Question 5

What is the difference between a CIIAA and a non-disclosure agreement (NDA)?

Accepted Answer

An NDA is primarily a confidentiality agreement — it obligates the receiving party to keep disclosed information secret and use it only for a defined purpose. A CIIAA does that and much more: it also assigns ownership of inventions and intellectual property created during employment to the company. An NDA is appropriate when a company shares information with a third party (such as a potential acquirer or business partner) without any IP creation expected. A CIIAA is appropriate for employees, founders, and contractors whose work will generate IP the company needs to own. In practice, most employee and founder CIIAAs incorporate NDA provisions and layer the IP assignment on top.

Question 6

Should independent contractors sign a CIIAA or a different type of IP agreement?

Accepted Answer

Independent contractors should always sign a written IP assignment agreement — either a standalone IP assignment in their contractor agreement, or a separate CIIAA. This is critical because, unlike employees, independent contractors generally own the IP they create under U.S. copyright law unless there is a written agreement to the contrary. The 'work for hire' doctrine under the Copyright Act applies only to nine specific categories of commissioned works, and source code, product designs, and most technology work do not qualify. Without a written IP assignment, the contractor — not the company — owns the copyright. Our template includes a contractor-specific version that combines work-for-hire language with a backup present assignment of all rights.

Question 7

Can a CIIAA include non-compete or non-solicitation provisions?

Accepted Answer

Yes, CIIAAs commonly incorporate non-compete and non-solicitation provisions, but enforceability depends heavily on state law. Some states — most notably California, Oklahoma, North Dakota, and Minnesota (as of July 2023) — prohibit or severely restrict post-employment non-compete agreements. Other states enforce them only if they are reasonable in scope, duration, and geography. Non-solicitation of employees and customers is more widely enforceable. The FTC's proposed non-compete ban, if it takes effect, would federally preempt state law on most non-competes. Our template makes these provisions optional and includes state-specific carve-outs.

Question 8

What is the 'prior inventions' schedule, and why is it important?

Accepted Answer

The prior inventions schedule is an exhibit to the CIIAA in which the employee lists any inventions, works, or IP they created before joining the company that they wish to exclude from the assignment. If the employee does not list a prior invention, the CIIAA may be interpreted to assign it to the company, or there may be a presumption that the employee had no prior inventions. This schedule is especially important for founders, senior engineers, and researchers who bring substantial prior work to a new company. The schedule should describe each prior invention with enough specificity to identify it, but not so much detail that it discloses confidential information.

Question 9

Does a CIIAA assign patent rights, copyrights, and trade secrets?

Accepted Answer

Yes, a comprehensive CIIAA assigns all forms of intellectual property, including patents and patent applications, copyrights (in source code, documentation, designs, and creative works), trademarks (if developed for the company), trade secrets, mask works, database rights, and moral rights (where permitted by law). The assignment is typically drafted as a 'present assignment of future inventions' — meaning the employee assigns to the company any IP they may create in the future, automatically upon creation, without the need for a separate assignment document for each invention. This language is essential for enforceability under Stanford v. Roche, the Supreme Court case establishing that 'agree to assign' is weaker than 'hereby assign.'

Question 10

Are CIIAAs enforceable against former employees?

Accepted Answer

Yes, CIIAAs are generally enforceable against former employees with respect to inventions created during employment. Courts routinely uphold IP assignment provisions and order former employees to execute assignment documents or corrective paperwork for patents and copyrights. Confidentiality obligations typically survive termination indefinitely for trade secrets and for a defined period (often 2-5 years) for other confidential information. The employee's duty to return company property, assist with IP filings, and cooperate with enforcement typically also survives. Non-compete provisions are the most difficult to enforce post-termination and depend entirely on state law.

Question 11

Do I need a CIIAA for every type of worker?

Accepted Answer

Best practice is to require a signed CIIAA from every individual who has access to confidential information or contributes to company IP, regardless of classification: full-time employees, part-time employees, interns (paid or unpaid), independent contractors, consultants, advisors, founders, and even board members who may develop strategic IP. The specific terms may vary by role — for example, advisor CIIAAs may include narrower scope provisions — but the underlying need for confidentiality and IP assignment is universal in technology and IP-driven businesses.

Question 12

What happens if an employee signs a CIIAA but then uses company IP after leaving?

Accepted Answer

Use of company IP after leaving is a breach of the CIIAA and may constitute misappropriation of trade secrets, copyright infringement, and breach of fiduciary duty. Available remedies include injunctive relief (preventing further use or requiring destruction of materials), monetary damages (compensatory and, in some cases, punitive), disgorgement of profits, attorney's fees (if the agreement or statute provides), and criminal prosecution under the Defend Trade Secrets Act (DTSA) or state trade secret laws. Companies often pursue these claims aggressively because the alternative — allowing former employees to take IP to competitors — is existentially dangerous.

Question 13

Does a CIIAA need to be signed before the employee starts work?

Accepted Answer

Ideally, yes. The CIIAA should be signed on or before the first day of employment or engagement, before any work is performed. If a CIIAA is signed after work has begun, there may be questions about consideration (since continued employment alone is insufficient consideration in some states, such as Illinois and Pennsylvania) and about the enforceability of the assignment for work performed before the signing date. Many companies make the signed CIIAA a contingency of the offer letter and will not allow the employee to access systems or receive credentials until the CIIAA is executed.

Feature	CIIAA	NDA	Non-Compete
Confidentiality	Yes	Yes (primary)	Sometimes
IP Assignment	Yes (primary)	No	No
Work Restrictions	Optional	No	Yes (primary)
Used For	Employees, contractors, founders	Third parties, partners	Key employees

Component	Description
Definition of Confidential Information	Broad definition covering trade secrets, technical data, business information, and third-party confidential information
Confidentiality Obligations	Duty to hold in confidence, use only for company purposes, and not disclose to third parties
Present Assignment of Inventions	"Hereby assigns" language for all future inventions, works, and IP
Scope of Assigned Inventions	Inventions within scope of employment, using company resources, or related to company business
Prior Inventions Schedule	Exhibit listing pre-existing inventions excluded from the assignment
State-Law Carve-Outs	Statutory exclusions for personal inventions unrelated to the business (CA 2870 and similar)
Statutory Notice	California Labor Code 2870 written notice, where applicable
Cooperation Obligation	Duty to execute additional documents for patent and copyright filings
Power of Attorney	Irrevocable power of attorney for the company to execute IP documents if the employee is unavailable
Moral Rights Waiver	Waiver of moral rights in copyrightable works, where permitted
Third-Party IP Representation	Representation that the employee will not incorporate unlicensed third-party IP
Return of Materials	Duty to return all company property at termination and certify deletion
Non-Solicitation	Limited restriction on soliciting employees and customers post-termination
Non-Competition	Optional restriction, calibrated to state law
Survival Clause	Provisions that survive termination — confidentiality, assignment, return of materials
Governing Law and Venue	State whose law applies and forum for disputes

Free Confidential Information and Invention Assignment Agreement Forms

What Is a Confidential Information and Invention Assignment Agreement?

Trade Secret Protection

IP Ownership

VC Due Diligence Ready

CIIAA Form Preview

Confidential Information and Invention Assignment Agreement

Section 1: Parties

Section 2: Scope of Assignment

Exhibit A: Prior Inventions

Why Companies Require CIIAAs

Securing IP Ownership

Protecting Trade Secrets

Investor Due Diligence

Defending Against Claims

Supporting Patent Prosecution

What a CIIAA Covers

Confidential Information

Intellectual Property

Return of Materials

Restrictive Covenants

CIIAA vs NDA vs Non-Compete

How to Create a CIIAA

Identify the Worker Classification

Define Confidential Information Precisely

Use Present Assignment Language

Include State-Specific Carve-Outs

Attach a Prior Inventions Schedule

Address Open Source and Third-Party IP

Set Out Return of Materials Obligations

Calibrate Restrictive Covenants to State Law

Execute Before Work Begins

Review Periodically

Key Components of a CIIAA

The Prior Inventions Schedule

State-Law Limitations on CIIAAs

Sample CIIAA Language

CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT

Frequently Asked Questions

Official Resources

Create your Ciiaa Assignment Agreement in under 10 minutes.