| name | invention-assignment-agreement |
| title | Confidentiality and Invention Assignment Agreement (CIAA/PIIA) |
| description | Drafts a U.S. Confidentiality and Invention Assignment Agreement (CIAA/PIIA) for employee or contractor onboarding. Covers confidential information, DTSA immunity notices, state-specific invention assignment carve-outs (CA, DE, IL, KS, MN, NC, UT, WA), present-tense IP assignment, work-made-for-hire, restrictive covenants, and prior invention disclosure. Use when drafting IP assignment agreements, onboarding employees or contractors, or protecting trade secrets in employment contexts. Trigger keywords: CIAA, PIIA, invention assignment, confidentiality agreement, IP assignment, trade secret, non-compete, non-solicitation, work made for hire, employee onboarding IP. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/invention-assignment-agreement |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | ip |
| language | en |
| tags | ["agreement","corporate","drafting","research","transactional"] |
Confidentiality and Invention Assignment Agreement (CIAA/PIIA)
Drafts an execution-ready CIAA securing company IP and trade secrets while complying with state invention assignment statutes and federal DTSA requirements.
Prerequisites
- Parties — company legal name, state of formation, address; employee/contractor name, address, title
- Governing jurisdiction — determines invention carve-outs, non-compete enforceability, required exhibits
- Relationship type — employee vs. independent contractor (affects WMFH eligibility)
- Prior inventions — pre-employment IP to exclude (Exhibit A)
- Restrictive covenants — non-solicitation of employees/customers, non-compete (if any)
- Existing agreements — prior CIAAs, equity awards, offer letters to reconcile
Core Workflow
1. Parties & Recitals
- Full entity name, jurisdiction, principal address
- Employee name, address, role
- Recitals: access to CI, IP creation during employment, legitimate business interest
2. Confidential Information
Definition categories:
| Category | Examples |
|---|
| Technical | Source code, algorithms, formulas, processes, designs, R&D data |
| Business | Strategic plans, pricing, financials, customer/supplier lists |
| Personnel | Compensation, performance reviews, org structure |
| Third-party | Information received under NDA from customers, partners, suppliers |
Standard exceptions (all four required):
- Publicly available through no breach by employee
- Rightfully in employee's possession pre-disclosure (written records required)
- Received from third party without confidentiality obligation
- Independently developed without use of company CI (written records required)
Obligations: strict confidence; company-purposes only; reasonable care standard; return all materials + written certification on termination (including personal devices/cloud); no copying/removal beyond job requirements.
Duration: trade secrets — indefinite (never cap with fixed term); other CI — [3–5 years] post-termination.
DTSA immunity notice (mandatory post-May 11, 2016):
