PIIA Template: Proprietary Information and Inventions Agreement (2025)

A comprehensive PIIA (Proprietary Information and Inventions Agreement) template for startups. Also known as CIIAA (Confidential Information and Inventions Assignment Agreement). This template protects your company's intellectual property by assigning employee inventions to the company, protecting confidential information, and including non-solicitation provisions. Fully compliant with California Labor Code Section 2870.

📋 Quick Facts

Aspect Details
Also Known As CIIAA, Confidential Information and Inventions Assignment Agreement, Employee IP Agreement
Required For All employees, contractors (modified version), founders
When to Sign On or before first day of employment
Format Word document and PDF
Customization Time 30-45 minutes
Legal Review Strongly recommended (especially for multi-state companies)
Key Protections IP assignment, confidentiality, non-solicitation, trade secrets

🎯 What This Template Includes

This PIIA template covers all essential protections for your startup's intellectual property:

✅ Confidentiality Obligations

  • Protection of trade secrets and confidential information
  • Prohibition on disclosure to third parties
  • Return of company property upon termination

✅ Inventions Assignment

  • Assignment of all work-related inventions to the company
  • Work-for-hire provisions for copyrightable works
  • California Labor Code Section 2870 compliant exclusions

✅ Prior Inventions Disclosure

  • List of pre-existing inventions employee wishes to retain
  • Prevents disputes over ownership of prior IP

✅ Non-Solicitation

  • Employee non-solicitation (no recruiting away employees)
  • Customer non-solicitation (no stealing customers)
  • Typical duration: 12-18 months post-employment

✅ No Conflicting Obligations

  • Employee represents no conflicts with prior employer agreements
  • No use of third-party confidential information

✅ Cooperation

  • Employee agrees to assist with patent applications, copyright registrations
  • Obligation to execute documents to perfect company's IP rights

✅ At-Will Employment

  • Clarifies that agreement doesn't change at-will employment status

📊 PIIA vs. NDA vs. Non-Compete

Agreement Purpose When Required Key Provisions
PIIA/CIIAA Protect company IP and confidential information from employees All employees, on day 1 IP assignment, confidentiality, non-solicitation
NDA Protect confidential information in business relationships Partners, vendors, potential employees (pre-hire) Confidentiality only
Non-Compete Prevent employee from working for competitors Key employees (enforceability varies by state) Restriction on competitive employment

Most startups require all employees to sign a PIIA/CIIAA, which includes confidentiality provisions (making a separate NDA unnecessary for employees).

📝 PIIA Template

Instructions for Customization

  1. Replace all [BRACKETED TEXT] with your company-specific information
  2. Review California Labor Code Section 2870 notice (required if any employees work in California)
  3. Customize non-solicitation duration (12-18 months is typical)
  4. Have all employees sign on or before their first day of employment
  5. Ensure employees complete Exhibit A (Prior Inventions List)
  6. Keep signed copies in employee files
  7. Have your attorney review before using (especially if you have employees in multiple states)

PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

This Proprietary Information and Inventions Agreement (this "Agreement") is entered into as of [INSERT DATE] (the "Effective Date"), by and between:

[COMPANY LEGAL NAME], a [STATE] [ENTITY TYPE] with offices at [ADDRESS] (the "Company"),

and

[EMPLOYEE NAME], an individual residing at [ADDRESS] (the "Employee").

WHEREAS, Employee is employed by (or is about to be employed by) the Company in the capacity of [JOB TITLE];

WHEREAS, in connection with Employee's employment, Employee will have access to the Company's confidential and proprietary information and will create inventions and other intellectual property on behalf of the Company;

WHEREAS, the Company desires to protect its confidential information, trade secrets, and intellectual property rights; and

WHEREAS, as a condition of employment, the Company requires Employee to enter into this Agreement to protect the Company's legitimate business interests.

NOW, THEREFORE, in consideration of Employee's employment with the Company, the compensation paid to Employee, and the mutual covenants set forth herein, the parties agree as follows:

1. CONFIDENTIAL INFORMATION

1.1 Definition. "Confidential Information" means all information, whether written, oral, electronic, visual, or in any other form, that is disclosed to Employee or learned by Employee during Employee's employment with the Company, and that:

(a) Relates to the Company's business, products, services, technology, customers, suppliers, or operations; and

(b) Is not generally known to the public or the Company's competitors.

1.2 Examples of Confidential Information include, but are not limited to:

  • Trade Secrets: Proprietary algorithms, formulas, processes, techniques, methods, know-how, and technical data
  • Business Information: Business plans, strategies, marketing plans, sales data, pricing information, financial information, and budgets
  • Product Information: Product designs, specifications, prototypes, roadmaps, and development plans
  • Customer Information: Customer lists, customer data, customer preferences, and customer contracts
  • Employee Information: Employee data, compensation information, and performance reviews
  • Technology: Source code, software, databases, data models, APIs, and technical documentation
  • Other: Any information marked "Confidential," "Proprietary," or with a similar designation, or that a reasonable person would understand to be confidential

1.3 Exclusions. Confidential Information does not include information that:

(a) Is or becomes publicly available through no breach of this Agreement by Employee;

(b) Was rightfully known to Employee prior to employment with the Company, as evidenced by Employee's written records;

(c) Is rightfully received by Employee from a third party without confidentiality obligations and without breach of any obligation of confidentiality; or

(d) Is independently developed by Employee after termination of employment without use of or reference to the Company's Confidential Information, as evidenced by Employee's written records.

1.4 Non-Disclosure Obligation. Employee agrees to:

(a) Hold all Confidential Information in strict confidence and not disclose it to any person or entity, except as required to perform Employee's duties for the Company or as authorized in writing by the Company;

(b) Use Confidential Information solely for the purpose of performing Employee's duties for the Company and not for Employee's own benefit or the benefit of any third party;

(c) Protect Confidential Information using at least the same degree of care used to protect Employee's own confidential information, but in no event less than reasonable care;

(d) Not make copies of Confidential Information except as necessary to perform Employee's duties; and

(e) Immediately notify the Company if Employee becomes aware of any unauthorized use or disclosure of Confidential Information.

1.5 Compelled Disclosure. If Employee is compelled by law, regulation, court order, or other legal process to disclose Confidential Information, Employee shall:

(a) Promptly notify the Company in writing (to the extent legally permitted);

(b) Reasonably cooperate with the Company's efforts to obtain a protective order or other relief; and

(c) Disclose only the minimum amount of Confidential Information required by law, and use reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed information.

1.6 No License. Nothing in this Agreement grants Employee any license or right to use the Company's Confidential Information, trademarks, patents, copyrights, or other intellectual property, except as necessary to perform Employee's duties.

2. ASSIGNMENT OF INVENTIONS

2.1 Definition of "Inventions." "Inventions" means all discoveries, inventions, improvements, processes, designs, formulas, techniques, know-how, data, programs, works of authorship, and other intellectual property, whether or not patentable or copyrightable.

2.2 Assignment. Employee hereby assigns, transfers, and conveys to the Company all right, title, and interest in and to any and all Inventions that Employee conceives, creates, develops, or reduces to practice, either alone or jointly with others, during the term of Employee's employment with the Company, to the extent that such Inventions:

(a) Relate at the time of conception or reduction to practice to the Company's business or actual or demonstrably anticipated research or development; or

(b) Result from any work performed by Employee for the Company; or

(c) Are developed using the Company's equipment, supplies, facilities, trade secrets, or Confidential Information.

2.3 Work-for-Hire. To the extent that any Inventions constitute works of authorship (including software, documentation, designs, and other copyrightable works), Employee acknowledges that such works are "works made for hire" as defined in the U.S. Copyright Act, 17 U.S.C. § 101, and that the Company is the author and owner of such works for all purposes.

2.4 Disclosure of Inventions. Employee agrees to promptly disclose to the Company in writing all Inventions created during Employee's employment, whether or not Employee believes they are subject to this Agreement, so that the Company can determine whether the Inventions are subject to the assignment in Section 2.2.

2.5 Prior Inventions. Employee has attached hereto as Exhibit A a complete list of all Inventions that:

(a) Employee made prior to employment with the Company;

(b) Belong to Employee (or to a third party); and

(c) Employee wishes to exclude from the assignment in Section 2.2.

If no list is attached, Employee represents that there are no such Prior Inventions. If, during Employee's employment, Employee incorporates any Prior Invention into a Company product, process, or service, the Company is hereby granted a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, use, sell, reproduce, distribute, modify, and create derivative works of such Prior Invention as part of or in connection with such product, process, or service.

2.6 Further Assurances. Employee agrees to:

(a) Execute, acknowledge, and deliver any documents and take any actions reasonably requested by the Company to perfect, record, or enforce the Company's ownership of Inventions, including executing patent applications, copyright registrations, assignments, and oaths;

(b) Cooperate with the Company (or its designee) in the prosecution of patent applications, copyright registrations, or other intellectual property matters related to Inventions, both during and after employment;

(c) Provide testimony and assistance in any proceeding involving Inventions assigned to the Company; and

(d) Perform such other acts as the Company may reasonably request to perfect and enforce the Company's rights in Inventions.

The Company shall reimburse Employee for reasonable out-of-pocket expenses incurred in providing such assistance after termination of employment.

2.7 Attorney-in-Fact. If the Company is unable to secure Employee's signature on any document necessary to perfect, record, or enforce the Company's rights in Inventions (e.g., because Employee is unavailable, unwilling, or deceased), Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee's attorney-in-fact to execute such documents on Employee's behalf. This power of attorney is coupled with an interest and shall survive Employee's death or incapacity.

2.8 Moral Rights Waiver. To the extent permitted by law, Employee waives any moral rights or similar rights in Inventions, including rights of attribution and integrity under the Visual Artists Rights Act (17 U.S.C. § 106A) or any similar law.

3. CALIFORNIA LABOR CODE SECTION 2870 NOTICE

[REQUIRED IF EMPLOYEE WORKS IN CALIFORNIA OR COMPANY IS BASED IN CALIFORNIA]

Employee acknowledges receipt of the following notice required by California Labor Code Section 2870:

NOTICE UNDER CALIFORNIA LABOR CODE SECTION 2870:

California Labor Code Section 2870 provides as follows:

"(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or

(2) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable."

This Agreement does not require Employee to assign any invention described in California Labor Code Section 2870. Employee understands that the list of Prior Inventions on Exhibit A is not intended to include inventions falling within the exclusion of Section 2870. If Employee has any questions about whether an invention falls within the exclusion, Employee should consult with legal counsel.

[FOR NON-CALIFORNIA EMPLOYEES: If Employee is not employed in California, the Company will comply with any similar laws in Employee's state of employment that limit the assignment of employee inventions.]

4. CONFLICTING OBLIGATIONS

4.1 No Conflicts. Employee represents and warrants that:

(a) Employee is not a party to any agreement, obligation, or understanding (written or oral) that would conflict with or limit Employee's ability to perform duties for the Company or to comply with this Agreement;

(b) Employee's performance of services for the Company will not violate any agreement or obligation that Employee has to any former employer or other third party;

(c) Employee has not entered into, and will not enter into, any agreement that conflicts with this Agreement; and

(d) Employee has not brought, and will not bring, to the Company any confidential or proprietary information belonging to any former employer or other third party, unless Employee has written authorization to do so.

4.2 No Use of Third-Party Information. Employee agrees not to:

(a) Use, disclose, or rely upon any confidential or proprietary information of any former employer or other third party in performing services for the Company; or

(b) Violate any nondisclosure, noncompetition, or other agreement with any former employer or other third party.

4.3 Indemnification. Employee agrees to indemnify, defend, and hold harmless the Company from and against any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising out of or related to Employee's breach of the representations and warranties in this Section 4.

5. RETURN OF COMPANY PROPERTY

5.1 Return Upon Termination. Upon termination of Employee's employment for any reason, or upon the Company's request at any time, Employee shall immediately return to the Company:

(a) All Company property, including computers, phones, tablets, keys, access cards, credit cards, equipment, documents, files, and other tangible items;

(b) All Confidential Information in Employee's possession or control, in any form or medium (electronic, paper, or otherwise), including copies, summaries, and notes;

(c) All documents, files, or other materials containing or derived from Confidential Information; and

(d) All access credentials, passwords, and login information for Company systems and accounts.

5.2 No Retention. Employee shall not retain any copies (including electronic copies, backups, or cloud storage) of Company property, Confidential Information, or documents related to the Company's business, except to the extent that retention is required by law (e.g., tax records) or occurs automatically in archived or backup systems beyond Employee's control.

5.3 Certification. Upon request, Employee shall certify in writing that Employee has complied with the requirements of this Section 5.

5.4 Remote Work. If Employee works remotely, Employee acknowledges that Employee's personal devices, home office, and networks are not secure substitutes for Company-provided equipment, and Employee agrees to take reasonable precautions to protect Confidential Information stored or accessed on personal devices.

6. NON-SOLICITATION

6.1 Employee Non-Solicitation. During Employee's employment and for a period of [12 / 18] months following termination of employment for any reason, Employee shall not, directly or indirectly:

(a) Solicit, recruit, induce, or attempt to solicit, recruit, or induce any employee, independent contractor, or consultant of the Company to terminate their relationship with the Company or to work for or provide services to any other person or entity; or

(b) Assist any other person or entity in soliciting, recruiting, or hiring any employee, independent contractor, or consultant of the Company.

This restriction applies to any person who was an employee, independent contractor, or consultant of the Company at any time during the 12 months prior to Employee's termination.

6.2 Customer Non-Solicitation. During Employee's employment and for a period of [12 / 18] months following termination of employment for any reason, Employee shall not, directly or indirectly:

(a) Solicit, contact, or communicate with any customer, client, or prospective customer of the Company for the purpose of offering or providing products or services that compete with the Company's products or services;

(b) Divert, take away, or attempt to divert or take away any customer, client, or business opportunity of the Company; or

(c) Assist any other person or entity in soliciting or diverting any customer, client, or business opportunity of the Company.

This restriction applies to any customer or prospective customer with whom the Company had active business dealings or negotiations during the 12 months prior to Employee's termination, and with whom Employee had contact or about whom Employee learned Confidential Information.

6.3 No Prohibition on Employment. This Section 6 does not prohibit Employee from working for a competitor or starting a competing business, provided that Employee does not violate the non-solicitation restrictions above. [IF YOU WANT A NON-COMPETE, CONSULT LEGAL COUNSEL - NON-COMPETES ARE UNENFORCEABLE IN MANY STATES.]

6.4 Blue Pencil. If any restriction in this Section 6 is found to be unenforceable due to overbreadth or otherwise, the parties agree that the restriction shall be modified or "blue-penciled" to the minimum extent necessary to make it enforceable, and the modified restriction shall be enforced to the fullest extent permitted by law.

7. NO CONFLICTING EMPLOYMENT

7.1 Full-Time Commitment. Employee agrees to devote Employee's full business time, attention, and energies to the performance of Employee's duties for the Company during regular working hours, and to perform such duties diligently, faithfully, and to the best of Employee's abilities.

7.2 Outside Activities. Employee shall not, without the Company's prior written consent:

(a) Engage in any other employment, consulting, or business activity that:

  • Competes with the Company's business;
  • Conflicts with Employee's duties or obligations to the Company; or
  • Impairs Employee's ability to perform duties for the Company;

(b) Serve as a director, officer, partner, consultant, or employee of any entity that competes with the Company; or

(c) Use the Company's time, resources, or Confidential Information for any purpose other than performing duties for the Company.

7.3 Permitted Outside Activities. The restrictions in Section 7.2 do not prohibit:

(a) Passive ownership of less than 5% of a publicly traded company;

(b) Charitable activities, community service, or pro bono work;

(c) Personal investments or financial activities; or

(d) Outside activities approved in writing by the Company.

8. DEFEND TRADE SECRETS ACT NOTICE

[REQUIRED BY FEDERAL LAW - 18 U.S.C. § 1833(b)]

Employee acknowledges receipt of the following notice required by the Defend Trade Secrets Act of 2016:

IMMUNITY UNDER THE DEFEND TRADE SECRETS ACT:

An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that:

(A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or

(B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual:

(A) files any document containing the trade secret under seal; and

(B) does not disclose the trade secret, except pursuant to court order.

This notice is provided to inform Employee of Employee's rights under the Defend Trade Secrets Act. Employee is not required to acknowledge receipt of this notice, but the Company is required by law to provide it.

9. NO EMPLOYMENT CONTRACT

9.1 At-Will Employment. Employee acknowledges and agrees that:

(a) This Agreement does not create a contract of employment or guarantee employment for any specific period;

(b) Employee's employment with the Company is at-will, which means that either Employee or the Company may terminate the employment relationship at any time, with or without cause, and with or without advance notice; and

(c) No one other than the [CEO / Board of Directors] has the authority to enter into any agreement for employment for a specified period or to make any representations or promises contrary to the at-will nature of employment, and any such agreement must be in writing and signed by the [CEO / Board of Directors].

9.2 Survival of Obligations. The obligations in this Agreement shall survive the termination of Employee's employment and shall remain in full force and effect as provided in this Agreement.

10. REMEDIES

10.1 Irreparable Harm. Employee acknowledges that:

(a) The Company's Confidential Information and intellectual property are valuable and unique;

(b) Any breach of this Agreement would cause irreparable harm to the Company for which monetary damages would be an inadequate remedy; and

(c) The Company shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the necessity of posting a bond.

10.2 Costs and Attorneys' Fees. In any legal action arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable costs and attorneys' fees from the non-prevailing party.

10.3 Cumulative Remedies. The remedies provided in this Agreement are cumulative and not exclusive, and do not preclude the Company from pursuing any other remedies available under law or equity.

11. GENERAL PROVISIONS

11.1 Entire Agreement. This Agreement, together with any offer letter, employment agreement, or equity grant agreement, constitutes the entire agreement between Employee and the Company regarding confidential information, inventions, and intellectual property, and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

11.2 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Employee and an authorized representative of the Company.

11.3 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No waiver of any breach shall constitute a waiver of any other breach.

11.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent. In particular, if any geographic scope, duration, or other restriction is found to be unreasonable, a court may reduce the restriction to the extent necessary to make it enforceable.

11.5 Assignment. Employee may not assign or transfer this Agreement or any rights or obligations hereunder. The Company may assign this Agreement to any successor, acquirer, or affiliate without Employee's consent, and this Agreement shall be binding upon and inure to the benefit of such assignee.

11.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of laws principles. **[Note: Choose the state where the employee works or the state where the company is incorporated. If you have employees in multiple states, you may need to customize this provision or use the employee's state of employment.].

11.7 Jurisdiction and Venue. Employee irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in [COUNTY, STATE] for any action arising out of or related to this Agreement.

11.8 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by certified mail, return receipt requested, postage prepaid, to the addresses set forth on the signature page (or to such other address as a party may designate by written notice).

11.9 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, and permitted assigns.

11.10 Survival. The following provisions shall survive termination of Employee's employment: Section 1 (Confidential Information), Section 2 (Assignment of Inventions), Section 4 (Conflicting Obligations), Section 5 (Return of Company Property), Section 6 (Non-Solicitation), Section 8 (Defend Trade Secrets Act Notice), Section 10 (Remedies), and Section 11 (General Provisions).

11.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures (including PDF and DocuSign) shall have the same force and effect as original signatures.

11.12 Interpretation. The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The terms "include," "includes," and "including" shall be deemed to be followed by "without limitation." The word "or" shall be deemed to include "and/or."

IN WITNESS WHEREOF, the parties have executed this Proprietary Information and Inventions Agreement as of the Effective Date.

COMPANY:

[COMPANY LEGAL NAME]

By: ____________________________

Name: ____________________________

Title: ____________________________

Date: ____________________________

Address for Notices: [COMPANY ADDRESS] Email: [HR EMAIL]

EMPLOYEE:

____________________________

Signature

____________________________

Printed Name: [EMPLOYEE NAME]

Date: ____________________________

Address for Notices: [EMPLOYEE ADDRESS] Email: [EMPLOYEE EMAIL]

EXHIBIT A: LIST OF PRIOR INVENTIONS

Employee's Name: [EMPLOYEE NAME]

Date: [INSERT DATE]

Instructions: List below all inventions, discoveries, works of authorship, or other intellectual property that:

  1. You created or developed prior to your employment with the Company;
  2. Belong to you (or to a third party); and
  3. You wish to exclude from the assignment of inventions in Section 2.2 of the Agreement.

If you have no Prior Inventions to list, write "None" or "N/A" in the table below.

Title/Description of Invention Date Created Owner Related to Company Business?
[EXAMPLE: Mobile app for personal budgeting] [MM/DD/YYYY] [Employee] [No - personal finance app, unrelated to Company's business in enterprise software]

If no Prior Inventions, check here: [ ] I have no Prior Inventions to list.

IMPORTANT NOTES:

  1. This list is not exhaustive and does not obligate you to list all personal projects. You are only required to list inventions that you wish to exclude from the assignment in Section 2.2.

  2. California Labor Code Section 2870: This list is NOT intended to include inventions falling within the exclusion of California Labor Code Section 2870 (inventions created entirely on your own time without using employer equipment or trade secrets, and that do not relate to the employer's business). Those inventions are automatically excluded by law.

  3. If you incorporate any Prior Invention into a Company product: The Company will receive a nonexclusive, royalty-free license to use that Prior Invention as part of the Company product (see Section 2.5 of the Agreement).

  4. If you have questions about whether to list an invention, consult with legal counsel before signing this Agreement.

EMPLOYEE SIGNATURE:

____________________________

Signature

____________________________

Printed Name

____________________________

Date

📥 Download This Template

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✅ Implementation Checklist

Before using this PIIA template, ensure you've completed these steps:

  • [ ] Replace all [BRACKETED PLACEHOLDERS] with company and employee information
  • [ ] Review California Labor Code Section 2870 notice (required if any CA employees)
  • [ ] Customize non-solicitation duration (12-18 months is typical)
  • [ ] Choose governing law (employee's state of employment or company's state of incorporation)
  • [ ] Review restrictions on outside activities (Section 7.2) and customize if needed
  • [ ] Have your attorney review (especially if employees in multiple states)
  • [ ] Ensure all new employees sign on or before day 1 of employment
  • [ ] Ensure employees complete Exhibit A (Prior Inventions List)
  • [ ] Store signed copies securely in employee files
  • [ ] Train managers and HR on importance of PIIA compliance
  • [ ] Remind employees of confidentiality obligations during employment and upon departure
  • [ ] Update template annually or when laws change

🔍 Key Provisions Explained

1. Confidential Information (Section 1)

Purpose: Protects company trade secrets and confidential business information.

What's covered:

  • Trade secrets (algorithms, formulas, processes, know-how)
  • Business information (strategies, financial data, customer lists)
  • Product information (designs, roadmaps, prototypes)
  • Technology (source code, databases, technical documentation)

Exclusions: Information that's public, already known to employee, or independently developed

Duration: Survives termination of employment indefinitely (or as long as information remains confidential)

Why it matters: Without confidentiality protections, employees could share your company's secrets with competitors or use them to start competing businesses.

2. Assignment of Inventions (Section 2)

Purpose: Ensures the company (not individual employees) owns all work-related inventions and IP.

What's assigned:

  • Inventions that relate to the company's business
  • Inventions that result from work performed for the company
  • Inventions developed using company resources (equipment, facilities, trade secrets)

Work-for-hire: Copyrightable works (software, documentation, designs) are "works made for hire" under 17 U.S.C. § 101, meaning the company is the author and owner

Prior Inventions: Employees must list pre-existing inventions they wish to retain (Exhibit A)

Why it matters: Without IP assignment, employees could claim ownership of valuable inventions they created while employed, creating disputes and devaluing the company.

3. California Labor Code Section 2870 (Section 3)

Purpose: Complies with California law that protects employee inventions created on their own time without company resources.

What's excluded from assignment:

Inventions created:

  1. Entirely on employee's own time (not during working hours)
  2. Without using company equipment, supplies, facilities, or trade secrets
  3. That do NOT relate to the company's business or anticipated R&D
  4. That do NOT result from work performed for the company

Example:

  • Protected by 2870: Employee creates a personal finance mobile app on weekends using own laptop (company builds enterprise software)
  • NOT protected by 2870: Employee creates a project management tool on weekends (company builds project management software) → Relates to company's business
  • NOT protected by 2870: Employee creates any software using company source code, APIs, or trade secrets

Why it matters: California courts strictly enforce Section 2870. Any agreement that purports to assign inventions excluded by Section 2870 is void and unenforceable. Including the required notice demonstrates compliance.

Other states: Several other states (Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, Washington) have similar laws protecting employee inventions. Consult an attorney if you have employees in these states.

4. Prior Inventions Disclosure (Exhibit A)

Purpose: Prevents disputes over ownership of inventions employee created before joining the company.

What employees should list:

  • Personal projects, side projects, or inventions created before employment
  • Open-source contributions or publications
  • Patents or patent applications
  • Any other IP the employee wishes to retain

What employees should NOT list:

  • Inventions that fall under California Labor Code Section 2870 (those are automatically excluded by law)
  • Personal projects unrelated to the company's business (no need to disclose)

If employee uses Prior Invention in company product: Company gets a nonexclusive, royalty-free license

Why it matters: Clear documentation prevents disputes. If an employee doesn't list a Prior Invention, the company can presume it was created during employment and is company IP.

5. No Conflicting Obligations (Section 4)

Purpose: Ensures employee is not bound by agreements with prior employers that would conflict with new employment.

Employee represents:

  • No agreements that conflict with this PIIA
  • Won't violate any prior employer agreements
  • Won't bring or use confidential information from prior employers

Why it matters: If an employee violates a prior employer agreement, the prior employer could sue both the employee AND the new company for misappropriation of trade secrets or breach of contract. This provision shifts liability to the employee.

6. Return of Company Property (Section 5)

Purpose: Ensures all confidential information and company property is returned upon termination.

What must be returned:

  • Physical property (computers, phones, keys, equipment)
  • Confidential information (documents, files, data)
  • Access credentials (passwords, login information)

No retention: Employee may not keep copies (including in personal email, cloud storage, or backups)

Why it matters: Departing employees often retain company information (intentionally or accidentally). Clear return obligations and certification requirements reduce this risk.

7. Non-Solicitation (Section 6)

Purpose: Prevents employees from recruiting away other employees or stealing customers after departure.

Employee Non-Solicitation (12-18 months):

  • Can't recruit, solicit, or hire company employees
  • Applies to employees who worked for the company in the 12 months before departure

Customer Non-Solicitation (12-18 months):

  • Can't solicit customers or divert business opportunities
  • Applies to customers with whom employee had contact or learned confidential information

Not a non-compete: Employee CAN work for a competitor or start a competing business, as long as they don't violate non-solicitation restrictions

Why it matters: Employees often have relationships with customers and coworkers. Non-solicitation provisions protect the company's investment in these relationships without restricting the employee's right to work.

Enforceability: Non-solicitation provisions are more widely enforceable than non-compete clauses (which are unenforceable in California and many other states).

8. Defend Trade Secrets Act Notice (Section 8)

Purpose: Required by federal law (18 U.S.C. § 1833(b)) to inform employees of immunity for whistleblowing.

What it says: Employees are immune from liability for disclosing trade secrets to government officials or attorneys for the purpose of reporting suspected violations of law (e.g., whistleblowing).

Why it matters: Failure to include this notice can result in the company being unable to recover exemplary damages or attorney's fees in a trade secret misappropriation lawsuit.

When added: The Defend Trade Secrets Act was enacted in 2016. All PIIAs signed after May 11, 2016 should include this notice.

9. At-Will Employment (Section 9)

Purpose: Clarifies that the PIIA does not create an employment contract or change at-will employment status.

Why it matters: Without this provision, an employee could argue that the PIIA creates implied job security or a contract for a specific term, limiting the company's ability to terminate at will.

10. Remedies (Section 10)

Purpose: Provides strong enforcement mechanisms for breach.

Equitable relief: Company can seek injunction (court order to stop violation) without posting a bond

Attorneys' fees: Prevailing party can recover legal costs

Why it matters: Confidential information and IP are difficult to value in monetary damages. Injunctive relief (court order to stop disclosure or competition) is often the most effective remedy.

💡 When to Use This Template

✅ Require all of the following to sign a PIIA:

  1. All Employees (full-time, part-time, temporary)

    • Engineers, product managers, designers, marketers, salespeople, operations, HR, finance
    • Even non-technical employees may have access to confidential information

  2. Contractors and Consultants (modified version)

    • Software developers, designers, marketers, consultants
    • Use a modified version for contractors (called "Contractor IP Agreement" or "Consulting Agreement with IP Assignment")

  3. Co-Founders (at incorporation)

    • Use this PIIA OR include IP assignment provisions in the Founder Agreement

  4. Advisors (if they will create IP)

    • Use a modified version in the Advisor Agreement

⏰ When to Have Employees Sign:

Before day 1 of employment (ideally during offer stage or onboarding)

Why timing matters:

  • Signing before employment: Clear consideration (employment itself is consideration for the agreement)
  • Signing after employment starts: May require additional consideration (e.g., bonus, equity grant) to be enforceable in some states

Best practice: Include PIIA as part of new hire paperwork and require signature before first day of work.

⚠️ Common Mistakes to Avoid

1. Not Having Employees Sign Before Day 1

Problem: If an employee creates valuable IP on day 1 before signing the PIIA, ownership may be unclear.

Solution: Make PIIA signature a condition of employment and collect signed agreements before the first day.

2. Using a Generic Template Without State-Specific Customization

Problem: Employment laws vary by state. What's enforceable in Texas may be unenforceable in California.

Solution:

  • If employees work in California, include California Labor Code Section 2870 notice
  • If employees work in states with non-compete restrictions (California, Oklahoma, North Dakota), do NOT include non-compete provisions
  • Consult an attorney if you have employees in multiple states

3. Overly Broad IP Assignment Provisions

Problem: Attempting to assign ALL inventions (including those created on employee's own time without company resources) is unenforceable in California and other states.

Solution: Limit IP assignment to work-related inventions (as defined in Section 2.2) and include California Labor Code Section 2870 exclusions.

4. Not Collecting Prior Inventions Disclosure (Exhibit A)

Problem: Employee creates an invention during employment using pre-existing work, then claims it's a Prior Invention. Company has no documentation to refute this.

Solution: Always require employees to complete Exhibit A. If they have no Prior Inventions, they should write "None" or check the "no Prior Inventions" box.

5. Non-Compete Provisions in California or Other Restricted States

Problem: Including a non-compete clause in a PIIA for California employees is unenforceable and may void the entire agreement.

Solution:

  • Do NOT include non-compete provisions for California, Oklahoma, or North Dakota employees
  • Use non-solicitation provisions instead (more widely enforceable)
  • For other states, check local law before including non-compete provisions

6. Not Reminding Employees of Obligations Upon Departure

Problem: Departing employees forget (or ignore) their confidentiality and non-solicitation obligations.

Solution:

  • Conduct exit interviews reminding employees of PIIA obligations
  • Provide a written reminder letter citing specific PIIA provisions
  • Require return and certification of company property and confidential information

7. Not Enforcing the Agreement

Problem: Company knows an employee violated the PIIA (e.g., took customer list, recruited employees) but doesn't take action.

Solution:

  • Investigate suspected violations promptly
  • Send cease-and-desist letters when violations are confirmed
  • Seek injunctive relief if necessary (court order to stop violation)
  • Failing to enforce weakens future enforceability

8. Using Identical PIIA for Employees and Contractors

Problem: Contractors are not employees and have different legal status. An employee PIIA may not be appropriate for contractors.

Solution: Use a modified "Contractor IP Agreement" or include IP assignment provisions in the Consulting Agreement. Key differences:

  • Contractors are not subject to at-will employment provisions
  • Contractors may have different IP ownership expectations (depends on work-for-hire doctrine)
  • Contractors may have shorter non-solicitation periods

📚 Related Resources

Promise Legal Resources

External Resources

💬 FAQs

Do all employees need to sign a PIIA?

Yes. All employees (full-time, part-time, temporary) should sign a PIIA, regardless of role. Even non-technical employees (sales, marketing, operations, HR) may have access to confidential customer data, financial information, or business strategies.

Contractors and consultants should sign a modified version (called a "Contractor IP Agreement" or include IP assignment in the Consulting Agreement).

When should employees sign the PIIA?

Before day 1 of employment (ideally during offer stage or onboarding).

Why timing matters:

  • Before employment: Employment itself is consideration for the agreement
  • After employment starts: May require additional consideration (bonus, equity) to be enforceable in some states

Best practice: Include PIIA signature as a condition precedent to employment.

What if an employee refuses to sign the PIIA?

You can rescind the offer or terminate employment.

PIIAs are standard in the tech industry and are a legitimate condition of employment. If an employee refuses to sign, you should:

  1. Explain the purpose and importance of the PIIA
  2. Offer to answer questions or have the employee consult with their own attorney
  3. If the employee still refuses, consider rescinding the offer or terminating employment (depending on timing)

Allowing an employee to work without a signed PIIA creates significant risk to your company's IP.

Can I use the same PIIA for employees in all states?

Not recommended. Employment laws vary significantly by state.

Key differences:

  • California (and some other states): Requires California Labor Code Section 2870 notice
  • California, Oklahoma, North Dakota: Non-compete clauses are generally unenforceable
  • Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, Washington: Have laws similar to California Section 2870 protecting employee inventions

Best practice:

  • Use a base template with state-specific provisions
  • Consult an attorney to customize for states where you have employees

What should employees list on Exhibit A (Prior Inventions)?

Employees should list inventions, projects, or IP that:

  1. They created before joining the company
  2. They own (or a third party owns)
  3. They want to exclude from the company's IP assignment

Examples:

  • Personal side projects (mobile apps, websites)
  • Open-source contributions or publications
  • Patents or patent applications
  • Prior work products from previous employment (if permitted)

Employees should NOT list:

  • Inventions protected by California Labor Code Section 2870 (automatically excluded)
  • Personal projects unrelated to the company's business (no need to disclose)

If no Prior Inventions: Employee should write "None" or check the "no Prior Inventions" box

What happens if an employee doesn't list a Prior Invention on Exhibit A?

The company can presume it was created during employment and is company IP.

If the employee later claims "I created that before I joined," the company can point to Exhibit A and say "You had the opportunity to list it and didn't."

Best practice: Encourage employees to list any Prior Inventions they're unsure about. It's better to over-disclose than under-disclose.

Can I include a non-compete clause in the PIIA?

Depends on the state.

Non-competes are generally UNENFORCEABLE in:

  • California (Business & Professions Code § 16600)
  • Oklahoma (15 Okla. Stat. § 219A)
  • North Dakota (N.D. Cent. Code § 9-08-06)

Non-competes are ENFORCEABLE (with limitations) in most other states, but the trend is toward restricting or banning non-competes.

Federal ban proposed: The FTC proposed a ban on non-competes in 2023 (still pending as of 2025).

Best practice: Use non-solicitation provisions instead. They are more widely enforceable and achieve similar protective goals without restricting the employee's right to work.

How long do confidentiality and IP assignment obligations last?

Confidentiality: Survives termination indefinitely (or as long as information remains confidential)

IP Assignment: Applies to all inventions created during employment. Post-employment inventions are generally NOT assigned (except those created using company trade secrets or confidential information).

Non-Solicitation: Typically 12-18 months post-termination

Why: Trade secrets and confidential information can remain valuable for years or decades. IP assignment ensures the company owns work created during employment. Non-solicitation protects relationships for a reasonable period after departure.

What if an employee violates the PIIA?

Steps to take:

  1. Investigate: Gather evidence of the violation
  2. Cease-and-desist letter: Demand the employee stop the violation and comply with the PIIA
  3. Seek injunctive relief: File a lawsuit seeking a court order to stop further violations
  4. Seek monetary damages: If the violation caused financial harm, seek compensation
  5. Criminal charges (if applicable): In egregious cases (e.g., theft of trade secrets), consider reporting to law enforcement

Common violations:

  • Recruiting away employees
  • Soliciting customers
  • Using or disclosing confidential information
  • Starting a competing business using company trade secrets

Evidence to collect:

  • Emails, text messages, social media posts
  • Witness statements from current employees
  • Customer reports of solicitation
  • Copies of documents the employee took

Should contractors sign a PIIA?

Yes, but use a modified version called a "Contractor IP Agreement" or include IP assignment provisions in the Consulting Agreement.

Key differences from employee PIIA:

  • Contractors are independent contractors (not at-will employees)
  • Contractors may have different expectations about IP ownership (especially for pre-existing tools or frameworks)
  • Contractors may have shorter non-solicitation periods
  • "Work-for-hire" doctrine applies differently to contractors

Best practice: Have all contractors sign an IP agreement before starting work.

Do I need to include the Defend Trade Secrets Act notice?

Yes (required by federal law). The Defend Trade Secrets Act (18 U.S.C. § 1833(b)) requires employers to include a notice informing employees of immunity for whistleblowing.

Consequences of not including the notice:

  • Company cannot recover exemplary damages (up to 2x actual damages) in a trade secret misappropriation lawsuit
  • Company cannot recover attorneys' fees

When added: The DTSA was enacted in 2016. All PIIAs signed after May 11, 2016 should include the notice.

🚀 Next Steps

  1. Download this template (Word or PDF format)
  2. Customize for your company (replace all bracketed placeholders)
  3. Review state-specific requirements (California Section 2870, other state laws)
  4. Have your attorney review (especially if employees in multiple states)
  5. Make PIIA signature a condition of employment (include in offer letter)
  6. Collect signed PIIAs from all current employees (if not already done)
  7. Train managers and HR on importance of PIIA compliance
  8. Conduct exit interviews reminding departing employees of PIIA obligations
  9. Enforce violations promptly (cease-and-desist letters, injunctive relief)
  10. Review and update annually or when laws change

📞 Need Help?

Protecting your startup's intellectual property is critical. Promise Legal offers PIIA review and customization services for startups, including:

  • State-specific customization
  • Multi-state compliance
  • Training for HR and managers
  • Enforcement assistance

Contact us for a consultation.

This template is provided for informational purposes only and does not constitute legal advice. Consult with a qualified attorney before using this template.

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