confidentiality-invention-assignment

name	confidentiality-invention-assignment
title	Confidentiality and Invention Assignment Agreement
description	Drafts U.S. Confidentiality and Invention Assignment Agreements (PIIA/CIIA) for employees or contractors. Covers DTSA immunity notice, present-tense invention assignment, prior-inventions schedule, return-of-property, and optional non-solicit/non-compete clauses with state-specific carve-outs. Use when onboarding workers, protecting IP, or forming a company. Trigger: confidentiality agreement, invention assignment, PIIA, CIIA, proprietary information, trade secrets, DTSA, prior inventions, work made for hire.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/confidentiality-invention-assignment
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	ip
language	en

Confidentiality and Invention Assignment Agreement

Produces an execution-ready PIIA/CIIA protecting trade secrets and assigning work-related IP, compliant with federal DTSA requirements and state invention-assignment carve-outs.

Quick Start

Collect before drafting:

1. Company legal name, entity type, address
2. Worker name, role, status (employee/contractor), effective date
3. Governing law and primary work location(s)
4. Business description and sensitive-information categories
5. Prior inventions list (or confirmation of none) for Exhibit A
6. Restrictive-covenant decisions: include non-solicit/non-compete? Scope, duration, geography?

Document Sections

Section	Key Content
Parties & Recitals	Legal names, addresses, role labels; access to confidential info, IP expectations
Definitions	Confidential Information; Inventions; Company Business; Trade Secrets
Confidentiality	Use-only-for-company, no disclosure, reasonable care, no unauthorized copying
Exceptions	Public domain, prior possession, lawful third-party receipt, independent development
Term	Trade secrets: indefinite; other confidential info: defined period
Return/Destruction	Immediate return, delete copies, written certification
DTSA Notice	Whistleblower immunity text (required post-2016-05-11)
Invention Assignment	Present assignment + backup "agree to assign"; scope triggers (a)–(c)
Prior Inventions	Exhibit A disclosure; "None" representation if empty
Disclosure & Cooperation	Prompt written disclosure; filing cooperation; post-termination compensation
Work Made for Hire	Copyright ownership + backup assignment
Moral Rights	Waiver where jurisdiction permits
Restrictive Covenants	Optional non-solicit, non-compete, tolling, blue-pencil
Consideration	Employment, continued employment, or separate consideration
General Provisions	Governing law, forum/arbitration, entire agreement, severability, notices
Acknowledgments