Startups thrive on innovation. But unless you secure ownership of intellectual property (IP), the very assets that drive your company could walk out the door. That’s why founders use Confidential Information and Inventions Assignment Agreements (CIIAAs) and Proprietary Information and Inventions Assignment Agreements (PIIAAs).
Different names, same purpose: protecting your startup’s IP from day one.
Why These Agreements Matter
When employees or contractors create IP - like code, product designs, branding, or processes - they may own those creations by default unless they’ve assigned rights in writing.
That’s where CIIAAs/PIIAAs come in. These agreements ensure:
- The company owns work-related inventions and IP
- Confidentiality is maintained during and after employment
- Founders, employees, and contractors don’t walk away with your secret sauce
VCs will often flag missing CIIAAs as a red flag during due diligence.
What’s Inside a CIIAA or PIIAA?
Here are the key components:
1. Assignment of Inventions
The agreement assigns to the company all IP created by the employee that’s:
- Developed using company resources
- Related to company business
- Created during working hours
This clause ensures your startup - not the individual - owns the tech, code, or content.
2. Confidentiality Obligations
The person agrees to:
- Keep sensitive information private
- Only use it for company work
- Return or delete confidential info when leaving
3. Disclosure of Prior Inventions
This section carves out anything the person invented before joining your startup - and keeps those inventions separate.
4. Ongoing Obligations
Even after someone leaves, they must:
- Maintain confidentiality
- Cooperate with IP filings (like patent applications)
When and How to Use These Agreements
Every employee, founder, advisor, and contractor who touches sensitive work should sign a CIIAA or PIIAA before they start.
✅ Include it in your onboarding
✅ Attach it to offer letters or consulting agreements
✅ Use consistent versions across the team
Common Pitfalls
🚫 Failing to assign rights: If someone builds critical IP and hasn’t signed a CIIAA/PIIAA, your company might not own it.
🚫 Boilerplate misuse: Don’t just copy-paste a tech company’s PIIAA. Tailor it to your business model and applicable state laws.
🚫 Waiting too long: Fixing missing agreements retroactively can be tricky—and sometimes impossible.
Final Thoughts
If your startup builds things, then IP ownership isn’t optional - it’s foundational. A clear, well-drafted invention assignment agreement protects what your team creates and reassures investors that your company truly owns its technology.
Frequently Asked Questions
FAQs on Invention Assignment Agreements
What’s the difference between a CIIAA and a PIIAA?
They serve the same function - assigning inventions to the company and protecting confidentiality. The terminology varies by company or industry.
Do contractors need to sign invention assignment agreements?
Yes. Contractors often create code, designs, or strategies, and without an agreement, they may legally own the IP.
Are invention assignment agreements enforceable everywhere?
Generally yes, but enforceability can depend on state law. Some states restrict how broadly employers can claim ownership, so tailoring language matters.
Why do investors care about these agreements?
Because without them, your startup may not legally own its core technology - a major risk in funding, acquisitions, or IPOs.
Don't DIY your legal anymore
Leave it to the pros.