AI Lawyer Blog
Confidentiality and Invention Assignment Agreement Template (Free Download + AI Generator)
Greg Mitchell | Legal consultant at AI Lawyer
3
A Confidentiality and Invention Assignment Agreement (sometimes called a CIIAA or PIIA) is a contract used by employers and clients to protect confidential information and to ensure that inventions, code, designs, and other IP created in the course of work are assigned to the company. It typically covers definitions of confidential information, permitted uses, invention disclosure obligations, assignment of rights, moral rights waivers where allowed, and post-engagement restrictions on use or disclosure.
Workforce mobility increases IP risk: the U.S. Bureau of Labor Statistics reports median employee tenure was 3.9 years in January 2024, the lowest since 2002, meaning people change employers more often, and confidentiality frameworks matter more than ever.
Download the free Confidentiality and Invention Assignment Agreement Template or customize one with our AI Generator, then have a local attorney review before you sign.
You Might Also Like:
Construction Change Order Form Template (Free Download + AI Generator)
Confidential Settlement Agreement Template (Free Download + AI Generator)
1. What Is a Confidentiality and Invention Assignment Agreement?
A Confidentiality and Invention Assignment Agreement is a written instrument that: identifies what information is confidential; sets rules for use, storage, and return; compels timely disclosure of inventions conceived during employment or engagement; and assigns ownership of those inventions (and related IP rights) to the company for the agreed scope.
It differs from a simple NDA because it couples confidentiality obligations with explicit IP transfer mechanics. Strong agreements define the relationship between pre-existing (background) IP and newly created (foreground) IP, and they require cooperation for filings, moral-rights waivers where permitted, and recordation steps that preserve chain-of-title for investors and acquirers.
2. Why This Agreement Matters in 2025?
Record IP activity: Innovators worldwide filed 3.55 million patent applications in 2023, a new high, more inventions mean more ownership and secrecy questions during hiring and contracting.
Economic weight of IP: IP-intensive industries accounted for nearly 41% of U.S. GDP and 33% of direct employment in 2019, underscoring why clean IP ownership is a board-level issue.
Distributed teams: Remote and cross-border collaboration increases the risk of inadvertent leakage, conflicting jurisdictional rules, and fragmented chain-of-title unless assignment, moral-rights, and export-control clauses are clear.
Investor due diligence: Venture and M&A transactions scrutinize IP assignment language; unclear ownership can delay or discount deals.
3. Key Clauses and Components
Parties & Effective Date: Identify the employer/client and the employee/contractor, plus the start date of obligations.
Confidential Information: Define covered information and carve-outs (public info, independently developed, lawfully received).
Use & Protection: State permitted use only for company business; require safeguards, least-privilege access, and timely return or deletion.
Invention Disclosure: Require prompt written disclosure of inventions, code, designs, data sets, and works created during the relationship.
Assignment of Inventions: Transfer rights in inventions conceived or reduced to practice within the agreed scope; address improvements and derivative works.
Moral Rights & Waivers: Where allowed, obtain waivers of attribution/integrity; if not waivable, secure irrevocable consent to adaptations.
Background vs. Foreground IP: List prior works retained by the worker and confirm ownership of new works for the company.
Open-Source & Third-Party IP: Require approval for OSS licenses and third-party components; document provenance and licenses.
Conflicts & Prior Agreements: Represent no conflicting obligations; require prompt notice if any arise.
Post-Engagement Obligations: Return or delete materials, assist with filings, and maintain confidentiality after termination.
Governing Law & Dispute Resolution: Choose law and forum; include venue, arbitration or courts, and injunctive relief language.
4. Legal Requirements by Region
United States: Assignments must be in a signed writing by the rights holder. Some states mandate invention-assignment notices and carve-outs for inventions developed entirely on personal time and resources. Trade secret protection depends on reasonable secrecy measures, so confidentiality clauses and security practices matter.
European Union: Member states vary on transferability and moral rights. Many recognize inalienable moral rights; address waivers/consents as permitted and ensure GDPR-compliant handling of personal data embedded in work product.
United Kingdom: Assignment must be in writing and signed by or on behalf of the assignor. UK GDPR applies to personal data in design files or code repositories; employment IP rules may vest ownership in employers for certain works but contract clarity is still essential.
Canada and Other Jurisdictions: Written assignments are typically required; moral rights are generally non-assignable but can be waived. Provincial/federal privacy laws regulate personal data in logs, tickets, or datasets. Always localize notice, governing law, and employee-created invention carve-outs.
5. How to Customize Your Agreement?
Role-based tailoring: Engineers need detailed code/invention language; designers need copyright and portfolio carve-outs; data scientists need model/data provisions.
Prior Works List: Attach an exhibit where the worker lists pre-existing works retained; silence can imply company ownership later.
OSS Governance: Define allowed licenses; require notice and approval before introducing copyleft code into proprietary products.
Security Controls: Reference security handbook, classification levels, and acceptable-use policies to operationalize confidentiality.
Jurisdictional Carve-outs: Incorporate any statutory exceptions for employee inventions and local notice requirements.
Exit Procedures: Add checklist for return of hardware, credentials, code repositories, and destruction certificates.
6. Step-by-Step Guide to Drafting and Signing
Step 1-Map the roles: Identify job duties and the kinds of IP likely to be created; align definitions accordingly.
Step 2-Define confidential information: Write a clear, balanced definition with practical carve-outs and non-use restrictions.
Step 3-List prior works: Use an exhibit to capture background IP the worker retains; include file hashes or links where possible.
Step 4-Set invention assignment scope: Tie assignment to work duties, use of company resources, and time windows recognized by local law.
Step 5-Address moral rights and licenses: Insert waiver/consent language and any OSS or third-party license procedures.
Step 6-Add security and return duties: Reference policies, storage rules, and return/deletion requirements at exit.
Step 7-Select governing law and forum: Pick law and venue; add injunctive relief and attorney-fee provisions if permitted.
Step 8-Execute and store: Obtain signatures before access is granted; store the signed PDF and exhibits in the personnel/contract system.
7. Tips for Risk Reduction and Compliance
Use precise definitions: Avoid catch-all language that courts may view as overbroad.
Document provenance: Keep records of who created what, when, and with which tools or data.
Train and remind: Short onboarding and offboarding briefings dramatically cut leak risk; require periodic acknowledgments.
Align with policies: Make the agreement consistent with the security handbook, BYOD policy, and OSS policy.
Plan for remote work: Specify device security, offsite storage rules, and restrictions on personal cloud or email.
Prepare for diligence: Investors and acquirers will request executed assignments and exhibits — keep them centralized and indexed.
8. Checklist Before You Finalize
Parties and effective date correct; signatures collected.
Confidential information defined with practical carve-outs.
Invention disclosure and assignment obligations clearly stated.
Prior works exhibit completed and attached.
Moral-rights waiver/consent and OSS procedures included.
Security and return/deletion duties referenced to policy.
Governing law, venue, and injunctive relief provisions set.
Post-engagement obligations and assistance for filings included.
Download the Full Checklist Here
9. Common Mistakes to Avoid
No prior-works list: leads to later disputes over who owns foundational code or designs.
Overbroad confidentiality: unenforceable “everything is confidential” language invites pushback.
Ignoring OSS: failing to govern copyleft or third-party licenses risks contamination of proprietary IP.
Moral-rights silence: missing waivers/consents complicates adaptations in strong moral-rights jurisdictions.
Weak offboarding: skipping return/deletion steps leaves data and code in uncontrolled locations.
Not localizing: forgetting state or national carve-outs for employee inventions can void parts of the agreement.
10. FAQs
Q: What’s the difference between an NDA and a CIIAA?
A: An NDA focuses mainly on non-disclosure and limited use of confidential information. A CIIAA includes those protections and adds invention disclosure and ownership transfer terms, ensuring the company owns IP created within the agreed scope. For roles that create IP — engineering, design, data science — a CIIAA offers the fuller protection investors and buyers expect during diligence.
Q: Do employees automatically assign inventions to employers?
A: Not always. Some jurisdictions presume employer ownership for certain employee-created works, but many require a written assignment signed by the rights holder. The safest approach is a signed CIIAA that covers inventions conceived or reduced to practice within the defined scope, with statutory carve-outs where applicable, and cooperation for filings and recordation.
Q: How should prior personal projects be handled?
A: Use a “Prior Works” exhibit to list titles, descriptions, and where possible file hashes or repository links. The agreement should state those remain the worker’s property, while improvements made with company resources or within job duties may belong to the company. Clear documentation avoids later chain-of-title disputes and speeds diligence.
Q: Can we include open-source software under a CIIAA?
A: Yes, but include an OSS policy. Require notice and approval before introducing copyleft or other restrictive licenses, and document the license and version. The agreement should confirm that the worker will not incorporate code that imposes obligations conflicting with the company’s intended licenses or distribution model.
Q: Why do investors care so much about invention assignment language?
A: Because valuation depends on clean ownership and enforceable secrecy. Global filings are at record levels and IP-intensive sectors contribute a large share of GDP, so acquirers scrutinize chain-of-title. Missing or weak assignments can delay closings or force costly indemnities and escrows. A signed, localized CIIAA with exhibits is the fastest way to pass diligence.
Sources and References
Employment and innovation data are based on the U.S. Bureau of Labor Statistics Employee Tenure Report (January 2024) and the World Intellectual Property Organization (WIPO) World Intellectual Property Indicators 2024.
Economic context draws from the U.S. Patent and Trademark Office (USPTO) Intellectual Property and the U.S. Economy Report and the OECD Science, Technology and Innovation Outlook.
Legal references include the U.S. Copyright Act, Defend Trade Secrets Act (DTSA), and relevant state invention-assignment statutes (e.g., California Labor Code §2870).
Regional guidance reflects the EU GDPR framework, UK Intellectual Property Office employment IP guidance, and Canadian Intellectual Property Office (CIPO) copyright and patent assignment rules.
Disclaimer
This article is for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Always consult a licensed attorney in your region before drafting, signing, or relying on a Confidentiality and Invention Assignment Agreement.
Get Started Today!
A well-crafted Confidentiality and Invention Assignment Agreement protects trade secrets, secures ownership of new work, and streamlines funding and exits. Use it alongside your security and OSS policies for end-to-end protection.
Download the free Confidentiality and Invention Assignment Agreement Template or customize one with our AI Generator, then have a local attorney review before you sign.
You Might Also Like:
