| 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:
- Company legal name, entity type, address
- Worker name, role, status (employee/contractor), effective date
- Governing law and primary work location(s)
- Business description and sensitive-information categories
- Prior inventions list (or confirmation of none) for Exhibit A
- 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 |
