Legal

Confidentiality and Invention Assignment Agreement (CIIAA)

Definition

A CIIAA (Confidential Information and Invention Assignment Agreement, also called a PIIA) is the one document every startup employee signs to keep company information confidential and assign the IP they create on the job to the company. Investors check for it in diligence, because without it the company may not own its own product.

Most startups use one combined agreement instead of a separate NDA and IP assignment. It is signed on day one, before any work starts.

A missing signature from one early contributor, like a contractor or a co-founder who left early, is a common gap found during a raise or a sale. Check that every past and current contributor has one on file, not just current employees.

The situation: two founders, a freelancer and a contractor

Two founders wrote the first code before they formed the company. A freelance designer made the logo. A contractor built the first app. Then a seed investor asks: does the company own all of it?

The company owns it only if each person signed a written assignment. For the founders, that usually means an assignment of the work they did before the company existed.

For contractors, US copyright law treats most work as the contractor's own unless there is a written agreement. That is why contractors sign the same kind of assignment.

What to do

  • Have every employee sign a CIIAA before their first day of work
  • Put the same confidentiality and IP assignment terms in every contractor agreement
  • Have founders assign any work they did before the company was formed
  • Keep one folder with a signed copy for every past and current contributor
  • In California, include the written notice of Labor Code section 2870, which protects inventions made on the employee's own time without company resources
  • Include the federal whistleblower immunity notice from the Defend Trade Secrets Act
  • If anyone never signed, ask your startup lawyer about a confirmatory assignment now, not during diligence

Questions founders ask

Is a CIIAA the same as a PIIA?

Yes, in practice. They are different names for the same kind of agreement: confidentiality plus assignment of inventions to the company. Names vary by law firm.

Do contractors sign a CIIAA?

Usually not the employee version. Contractors sign a consulting agreement with the same confidentiality and IP assignment terms. The point is the same: a signed, written assignment.

Can a California CIIAA cover everything an employee invents?

No. California law does not let it cover inventions an employee makes entirely on their own time, without company equipment or trade secrets, unless the invention relates to the company's business or comes from work done for the company.

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