proprietary-information-inventions-agreement

name	proprietary-information-inventions-agreement
title	Proprietary Information and Inventions Agreement (PIIA)
description	Drafts U.S. Proprietary Information and Inventions Agreements (PIIA) for employee or consultant onboarding. Use when drafting a PIIA, inventions assignment, proprietary information agreement, or onboarding confidentiality/IP paperwork. Covers invention assignment, DTSA immunity, prior inventions disclosure, and state-specific carve-outs.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/proprietary-information-inventions-agreement
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	ip
language	en
tags	["agreement","drafting","transactional"]

Proprietary Information and Inventions Agreement (PIIA)

Drafts a U.S. PIIA that assigns inventions and protects proprietary information with DTSA and state carve-out compliance.

Quick Start

Gather these before drafting:

1. Company legal name, entity type, state of incorporation
2. Individual name, address, role title, effective date
3. Relationship type — employee or consultant
4. Primary work state(s) — drives statutory carve-outs
5. Governing law + forum selection
6. Prior inventions list (if any) and third-party IP restrictions

Intake Fields

Field	Req	Notes
Company name, entity type, state	Yes	Match org docs
Individual name, address	Yes	Legal name
Relationship type	Yes	Employee or consultant
Role title	Yes	Scope context
Effective date	Yes	Tie to start date
Primary work state(s)	Yes	Drives carve-outs
Governing law + forum	Yes	Must not override mandatory law
Prior inventions list	Yes	Attach Exhibit if any
Devices/personal storage policy	No	If allowed, define controls
Post-termination cooperation rate	No	For wage compliance

Agreement Sections

Section	Must Include	Notes
Parties + consideration	Access to proprietary info as consideration	Reference role
Definitions	Proprietary Information, Inventions	Broad but reasonable
Confidentiality	Non-disclosure, non-use, care standard, no removal	Survival clause
Return of materials	Return, deletion, certification	Include device/cloud
Invention assignment	Present assignment, scope triggers