A Proprietary Information and Inventions Assignment Agreement assigns the IP an employee or contractor creates to the company and obligates them to keep information confidential.

When do you need a PIIA?

Every employee and contractor who touches your product, technology, or business should sign one before they begin work.

PIIA Template — Proprietary Information & Inventions Assignment

Q: What should a PIIA include?

A definition of proprietary information, confidentiality obligations, invention assignment, a prior-inventions carve-out, assistance obligations, non-solicitation, and return of materials.

A PIIA is one of the most important documents a startup can have — and one of the most commonly skipped. It ensures that the intellectual property your employees and contractors create belongs to your company, not to them personally. Without it, your most valuable assets may not actually be yours.

What Is a PIIA?

A Proprietary Information and Inventions Assignment Agreement (PIIA) is a contract — typically signed by employees and contractors at the start of their engagement — that assigns ownership of any inventions, work product, and intellectual property they create in connection with their work to the company. It also obligates them to keep the company's confidential information private.

In some companies it is called a Confidential Information and Inventions Assignment Agreement (CIIA) or similar. The name varies; the function is the same.

When Do You Need One?

Every employee and contractor who does any work connected to your product, technology, or business should sign a PIIA before they begin. Specifically when:

You are hiring your first employee
You are engaging a freelancer or contractor to build, design, or write
A co-founder is contributing work before formal equity agreements are in place
You are bringing on anyone who will have access to confidential business information

The PIIA should be signed at the start of the relationship — not after. Retroactive PIIAs are harder to enforce and more complicated to negotiate.

What Should a PIIA Include?

1. Definition of Proprietary Information

Define what counts as confidential — trade secrets, customer data, financial information, product plans, technical specifications, and any other non-public business information.

2. Confidentiality Obligations

The employee or contractor agrees not to disclose or use the company's confidential information outside of their work for the company, during and after the engagement.

3. Invention Assignment

Any invention, discovery, development, or work product created by the employee or contractor in connection with their work — or using company resources — is automatically assigned to the company. This is the core provision.

4. Prior Inventions Carve-Out

Employees should be given the opportunity to identify and exclude inventions they developed prior to joining the company. This protects the employee's pre-existing IP and prevents a dispute about what was assigned.

5. Obligation to Assist

Requires the employee or contractor to help the company secure IP protection — patents, copyright registrations, trademarks — including after the engagement ends.

6. Non-Solicitation

Restricts the employee or contractor from recruiting company employees or soliciting company customers for a defined period after departure.

7. Return of Materials

Requires the return of all company property and confidential information upon departure.

8. No Conflicts

The employee or contractor represents that they are not bound by any agreement with a prior employer that would conflict with their obligations to your company.

9. Governing Law

Specify which state's law governs. Note that some states — including California — limit the scope of invention assignment provisions and require specific statutory language. Your PIIA must comply with the laws of the state where the employee works.

Common Mistakes Founders Make

Not having contractors sign a PIIA. Work-for-hire doctrine does not automatically apply to contractor work in all circumstances. Without a written assignment, contractors may own what they created for you.

Skipping the prior inventions schedule. Without a carve-out, employees may later claim the company's IP was actually their pre-existing invention.

Using a generic template that doesn't account for state law. California, Washington, and several other states have specific statutory limitations on what can be assigned. A non-compliant PIIA may be unenforceable in those states.

Waiting until after work begins. An assignment signed after the work is already created is a retroactive assignment — harder to enforce and more likely to be challenged.

Why This Matters for Founders

Every investor who conducts diligence will ask about IP ownership. If your engineers, designers, or early contractors never signed PIIAs, you have a problem — and the later you address it, the more leverage those individuals have. Getting PIIAs signed on day one is one of the highest-return legal investments you can make as a founder.

Get a Lawyer-Drafted Contract Without the Lawyer Bill

PIIAs drafted by attorneys typically cost $500–$1,500 per document, and more if your team is distributed across multiple states. TalkingTree gives you the same quality without the invoice.

TalkingTree's PIIA template was built by experienced business attorneys and is available through the Contract Studio. Customize it, fill it out, and send it for signature — all in one platform.

Business membership ($59.99/mo): Full access to the Contract Studio and a library of 100+ attorney-drafted templates, plus limited e-signature included. One contract alone covers the cost of your first month.
Enterprise membership ($149.99/mo): Everything in Business, plus unlimited e-signature — built for founders and teams managing a high volume of contracts.

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Get started with TalkingTree and get access to attorney-drafted contracts, a built-in signing workflow, and legal tools designed to help your business operate with confidence.

This page is for informational purposes only and does not constitute legal advice. For advice specific to your situation, consult a licensed attorney.