Ciia Agreement

---
name: ciia-agreement
description: Drafts Confidentiality and Invention Assignment Agreements (CIIAs) for U.S. companies with jurisdiction-specific invention carve-outs, DTSA whistleblower notices, and restrictive covenants. Use when drafting employee confidentiality agreements, invention assignment agreements, proprietary information agreements, or IP assignment provisions for onboarding, corporate formation, or employment contexts.
tags:
  - agreement
  - corporate
  - drafting
  - research
  - transactional
---

# Confidentiality and Invention Assignment Agreement (CIIA)

Drafts an enforceable CIIA protecting company IP and trade secrets while complying with state invention assignment statutes and federal trade secret law.

## Prerequisites

Gather before drafting:

1. **Company info** — legal entity name, state of incorporation, address
2. **Employee/contractor info** — full name, address, role, start date
3. **Governing jurisdiction** — controls invention carve-outs, restrictive covenants, consideration requirements
4. **Company IP profile** — proprietary information types, R&D activities, industry
5. **Existing agreements** — prior NDAs, CIIAs, employment or equity agreements to reconcile
6. **Restrictive covenant preferences** — non-solicitation/non-compete desired (with jurisdiction awareness)

## Quick Start

1. Identify governing jurisdiction — this drives every downstream decision
2. Research uploaded documents for existing NDAs/CIIAs, formation docs, offer letters
3. Draft sections in order below, applying jurisdiction-specific rules
4. Attach required exhibits (Prior Inventions; CA §2870 if applicable)
5. Mark uncertain citations with [VERIFY] for attorney review

## Document Structure

### 1. Preamble and Parties

- Full legal entity name, type, address
- Employee full name, address
- Effective date
- If contractor: adjust terminology; note different enforceability standards may apply

### 2. Recitals

Frame business justification — employee access to confidential information, IP creation potential, legitimate business interests. Incorporate company-specific facts from uploaded documents.

### 3. Confidential Information

**Definition** — all non-public information providing competitive advantage:

| Category | Examples |
|---|---|
| Technical/trade secrets | Formulas, algorithms, source code, processes |
| Business | Strategic plans, pricing, financials, customer lists |
| Product/service | Specs, designs, roadmaps, R&D |
| Personnel | Compensation data, org structures |
| Relationships | Customer/supplier identity, deal terms |

**Standard exclusions**: publicly available (not via breach), rightfully pre-possessed, received from non-breaching third party, independently developed.

**Obligations**: strict confidence, use solely for duties, no unauthorized disclosure, reasonable care standard, no copying/removal except for duties.

**Duration**: trade secrets indefinite; non-trade-secret info 3–5 years post-termination.

**Return/destruction**: all materials returned on termination; written certification required. For BYOD/remote: add deletion provisions for personal devices and cloud accounts.

### 4. Permitted Disclosures

**DTSA Whistleblower Immunity Notice** (mandatory for agreements entered/updated after May 11, 2016):

> 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 is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Include: nothing prohibits reporting law violations to government agencies or cooperating with investigations.

### 5. Invention Assignment

**Scope**: all ideas, inventions, discoveries, improvements, works, designs, processes, software, algorithms, know-how — patentable or not, sole or joint, during employment.

**Assignment language**:
- Present assignment ("hereby assigns") for immediate vesting
- Backup "agrees to assign" for jurisdictions not recognizing present assignment of future rights
- Covers inventions (a) related to company business/R&D, (b) using company resources/time/trade secrets, or (c) related to assigned work

**Jurisdiction-specific invention carve-outs**:

| State | Statute | Limitation |
|---|---|---|
| California | Labor Code §2870–2872 | Own-time/own-resources carve-out. **Must attach §2870 as exhibit.** |
| Delaware | 19 Del. C. §805 | Own-time/own-resources carve-out |
| Illinois | 765 ILCS 1060/2 | Own-time/own-resources carve-out |
| Kansas | K.S.A. 44-130 | Own-time/own-resources carve-out |
| Minnesota | Minn. Stat. §181.78 | Own-time/own-resources; must notify employee |
| North Carolina | N.C.G.S. §66-57.1 | Own-time/own-resources carve-out |
| Utah | Utah Code §34-39-3 | Employment inventions act limitations |
| Washington | RCW 49.44.140 | Own-time/own-resources carve-out |

[VERIFY] — confirm current statutory citations at time of drafting.

For multi-state employers: include all applicable carve-outs or create state-specific addenda.

**Prior Invention Disclosure (Exhibit A)**: employee lists pre-existing inventions related to company business; checkbox for "none to disclose"; if blank, treated as representation none exist.

**Disclosure obligation**: employee promptly discloses all inventions in writing during employment regardless of believed assignability.

**Cooperation**: employee assists with IP filings at company expense; post-termination includes reasonable compensation plus expenses.

**Power of Attorney**: irrevocable, coupled with interest, for IP documents if employee unavailable. Limited to already-assigned IP.

**Works of authorship**: designate as work-for-hire under Copyright Act; backup full assignment; moral rights waiver where permitted.

### 6. Restrictive Covenants

Evaluate jurisdiction before including any restrictive covenant.

| Type | Duration | Scope Guidance |
|---|---|---|
| Employee non-solicitation | 12 months | Limit to employees worked with/supervised |
| Customer non-solicitation | 12–24 months | Limit to customers with material contact during final 12–24 months |
| Non-competition | 6–12 months | Narrow scope, duration, geography |

**No non-competes in CA, ND, OK** (narrow exceptions for business sales/partnership dissolution only).

**Enforceability requirements**: reasonable scope/duration/geography, legitimate business interest, adequate consideration (some states require independent consideration post-hire), reformation clause (but draft reasonable — some jurisdictions void rather than reform).

**Define terms precisely**: "solicit" (direct/indirect), "competitive" (by reference to actual products/services), "customers" (recency + contact based).

### 7. General Provisions

| Provision | Key Points |
|---|---|
| Governing law | Specified state, no conflict-of-laws; verify employment context enforceability |
| Forum/arbitration | Exclusive venue; if arbitration: rules (e.g., AAA Employment), location, binding |
| Entire agreement | Supersedes prior IP/confidentiality agreements; carve out offer letter, handbook, equity |
| Severability | Invalid provisions modified to minimum extent or severed |
| Amendment | Written, signed by both parties |
| Assignment | Company may assign to successors; employee may not |
| Notice | Written; personal delivery, email, overnight courier, or certified mail |
| Survival | Confidentiality, IP assignment, restrictive covenants survive termination |
| Counterparts | Electronic signatures valid |

### 8. Acknowledgments

Employee acknowledges: read and understood agreement, opportunity to consult counsel, voluntary execution, restrictions reasonable, breach causes irreparable harm (injunctive relief), receipt of DTSA notice, and (if CA) receipt of §2870 copy.

### 9. Signature Blocks and Exhibits

- **Employee**: signature, printed name, date
- **Company**: signature, printed name, title (officer-level), date
- **Exhibit A**: Prior Inventions Disclosure
- **Exhibit B** (California): Full text of Labor Code §2870

## Pitfalls and Checks

- **Jurisdiction first** — always identify governing state before drafting; it controls carve-outs, covenants, and consideration
- **DTSA notice is mandatory** for agreements entered/updated after May 11, 2016
- **CA §2870 exhibit is mandatory** for California-governed agreements
- **Use both assignment forms** — "hereby assigns" + "agrees to assign" for maximum enforceability
- **Calibrate to role** — senior executives support broader covenants; junior employees require narrower scope
- **Post-hire consideration** — verify whether jurisdiction requires independent consideration beyond continued employment
- **Reconcile existing agreements** — explicitly state whether CIIA supersedes or supplements prior NDAs/CIIAs
- **Mark uncertain citations** with [VERIFY] and flag for attorney review