Confidential Information and Invention Assignment Agreement (CIIAA)
A Confidential Information and Invention Assignment Agreement (CIIAA) is a legal contract ensuring an employee or contractor protects confidential information and assigns any inventions developed during their employment to the employer, safeguarding the company's trade secrets and intellectual property rights.
BLUF (Bottom Line Up Front)
Here's the Bottom Line Up Front for a Confidential Information and Invention Assignment Agreement.
This document basically includes provisions related to confidential information and intellectual property ownership. It's typically used for vendors, contractors, and employees, with slight variations for each due to how the law treats vendors (i.e., businesses) and individuals.
You can include these terms in the vendor or contractor services agreements, but I like having them separate. That way, you can potentially show third parties, like customers or potential acquirers, this document without having to disclose the terms of the primary agreement.

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Confidential Information and Invention Assignment Agreement (CIIAA)
What is it
A Confidential Information and Invention Assignment Agreement (CIIAA) is a legal contract between an employer and an employee (or contractor) that ensures any confidential information shared during the employment is protected and any inventions created during the employment period are assigned to the employer. This agreement outlines the employee's obligation to keep proprietary information confidential and to disclose and assign any inventions, discoveries, or intellectual property developed in connection with their work to the employer. The CIIAA helps protect the company's trade secrets, proprietary information, and intellectual property rights, ensuring that innovations and sensitive information remain under the company's control.
Why is it important
A Confidential Information and Invention Assignment Agreement (CIIAA) is important because it: - **Protects Trade Secrets:** Ensures that any proprietary information shared with employees or contractors remains confidential and is not disclosed to unauthorized parties. - **Secures Intellectual Property:** Assigns ownership of any inventions, discoveries, or intellectual property developed during the employment period to the employer, ensuring the company retains control over valuable innovations. - **Prevents Legal Disputes:** Clearly defines the rights and obligations of both parties regarding confidential information and inventions, reducing the risk of legal conflicts. - **Promotes Innovation:** Encourages employees to innovate while ensuring that their inventions will benefit the company. - **Maintains Competitive Advantage:** Protects the company’s competitive edge by keeping sensitive information and new developments within the organization. Overall, a CIIAA helps safeguard a company's valuable assets and fosters a secure and innovative working environment.
When is it needed
A Confidential Information and Invention Assignment Agreement (CIIAA) is needed in the following situations:
Hiring New Employees: When onboarding new employees, particularly those in roles involving access to sensitive information or involvement in research and development.
Engaging Contractors or Consultants: When hiring independent contractors, consultants, or freelancers who will work on projects involving proprietary information or potentially develop new inventions.
Starting a New Project: At the beginning of a project that involves the creation of intellectual property or handling confidential data.
Collaborating with Third Parties: When collaborating with external partners, vendors, or other third parties who may be exposed to the company's trade secrets or contribute to the development of new technologies.
Updating Employment Policies: When updating employment agreements to include provisions for confidentiality and invention assignment, ensuring that all staff are legally bound by these terms.
In these scenarios, a CIIAA helps protect the company's intellectual property and confidential information, maintaining its competitive advantage and legal rights.
Key Provisions
The key provisions in a Confidential Information and Invention Assignment Agreement (CIIAA) include:
Definition of Confidential Information: Clearly outlines what constitutes confidential information, including trade secrets, proprietary data, business strategies, and other sensitive information.
Non-Disclosure Obligations: Specifies the employee's or contractor's obligation to keep the confidential information secret and not disclose it to unauthorized parties.
Use of Confidential Information: Limits the use of confidential information to purposes related to the individual's work for the company.
Invention Disclosure: Requires the employee or contractor to promptly disclose any inventions, discoveries, or improvements made during the employment or engagement period.
Assignment of Inventions: Assigns ownership of any inventions or intellectual property developed during the course of employment or engagement to the employer.
Exclusions from Assignment: Clarifies any exceptions to the assignment of inventions, such as inventions developed entirely on the individual's own time without using company resources.
Prior Inventions: Requires the individual to list any prior inventions that are not subject to the agreement, ensuring clarity on what is excluded.
Maintenance of Records: Obligates the individual to maintain records of inventions and developments made during the employment or engagement period.
Return of Materials: Requires the return of all confidential information and materials upon termination of the employment or engagement.
Duration of Obligations: Specifies the duration of confidentiality and invention assignment obligations, often extending beyond the term of employment or engagement.
Remedies for Breach: Outlines the legal remedies available to the employer in case of a breach of the agreement, including injunctive relief and damages.
Governing Law: Specifies the jurisdiction and governing law that will apply to the agreement.
Non-Compete and Non-Solicitation (if applicable): May include provisions restricting the individual from competing with the company or soliciting its employees or clients for a specified period after the end of employment or engagement.
These provisions help ensure that the company's confidential information is protected and that any intellectual property created during the course of employment or engagement is properly assigned to the employer.