| name | piia |
| title | Proprietary Information and Inventions Agreement (PIIA) |
| description | Drafts a Proprietary Information and Inventions Agreement (PIIA) for employment or consulting relationships. Covers confidentiality, invention assignment with state-law carve-outs, DTSA immunity notice, and prior inventions disclosure. Trigger when onboarding employees/consultants, drafting IP assignment agreements, or creating confidentiality and invention assignment contracts. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/piia |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | employment |
| language | en |
| tags | ["agreement","drafting","transactional"] |
Proprietary Information and Inventions Agreement (PIIA)
Drafts an enforceable PIIA protecting company IP and confidential information while complying with state invention-assignment statutes.
Prerequisites
Collect before drafting:
- Parties — company legal name, state of organization, principal office; individual's full name, address, role/title
- Effective date and relationship type (employment vs. consulting)
- Governing law jurisdiction
- Prior inventions — pre-existing IP the individual intends to exclude
- Existing agreements — offer letter, equity docs that may overlap
Quick Start
- Gather prerequisites above
- Determine if individual works in a state with invention-assignment statute (see table below)
- Draft sections in order: Introduction → Confidentiality → Invention Assignment → General Provisions
- Attach Prior Inventions Exhibit (even if blank)
- Include DTSA immunity notice verbatim
- Validate against pitfalls checklist
Core Sections
1. Introduction & Consideration
- Full legal names, addresses, entity type
- State PIIA is a material condition of employment/engagement
- Consideration: access to proprietary information + compensation + engagement itself
2. Confidentiality
Proprietary Information definition — include:
- Technical data, trade secrets, know-how, R&D, product plans
- Business strategy, financials, pricing, customer/supplier lists
- Information in any form (written, oral, electronic, visual)
Standard carve-outs: publicly available (not via breach), independently developed, received from unrestricted third party.
Obligations:
- No disclosure without written authorization; use only for assigned duties
- Care standard: at least same as own confidential info, no less than reasonable care
- No storage on personal devices/unapproved systems
- Obligations survive termination indefinitely while info remains confidential
Return of materials: immediate return of all documents, files, devices, credentials on termination; written certification of deletion; company right to remote wipe.
3. Invention Assignment
"Inventions" defined as: all discoveries, developments, designs, ideas, improvements, processes, software, works of authorship — patentable or not.
