| 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:
- Company legal name, entity type, state of incorporation
- Individual name, address, role title, effective date
- Relationship type — employee or consultant
- Primary work state(s) — drives statutory carve-outs
- Governing law + forum selection
- 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 |
