A Confidential Information and Invention Assignment Agreement, or CIIAA, is the onboarding contract that gives your employer ownership of the intellectual property you create on the job and binds you to keep company information secret. Nearly every technology company and funded startup requires one before a new hire’s first day. Two obligations sit at its center: you agree not to share proprietary information, and you assign to the company anything you invent within the scope of your work.
What the Confidentiality Side Covers
The confidentiality section casts a wide net. It typically reaches any non-public information you learn or handle during employment, including software code, product roadmaps, algorithms, financial projections, pricing models, customer lists, vendor contacts, and internal business strategies.1U.S. Securities and Exchange Commission. Confidential Information and Invention Assignment Agreement (PRC Employees) The common thread is competitive value: if a competitor could use it to gain an advantage, the agreement almost certainly covers it.
What the agreement excludes matters just as much. Standard CIIAAs carve out information that was already public before the company shared it with you, information you can prove you already knew independently, and information you receive from a third party who had no obligation to keep it secret. Those exclusions keep the agreement from being unreasonably broad. If the company’s “secret” pricing data shows up in a news article, you’re no longer bound to treat it as confidential.
How the Invention Assignment Works
The invention assignment clause is where the CIIAA gets its teeth. Rather than promising to transfer your work to the company later, the agreement uses present-tense language like “I hereby assign” to transfer ownership the moment something is created.1U.S. Securities and Exchange Commission. Confidential Information and Invention Assignment Agreement (PRC Employees) That distinction sounds technical, but courts treat it as decisive. A promise to assign rights in the future requires a second step to complete the transfer. Present assignment language means the company already owns the work, with no additional paperwork needed for each project.
The clause runs in parallel with federal copyright law. Under 17 U.S.C. ยง 101, a “work made for hire” includes anything an employee prepares as part of their job duties, and the employer is treated as the legal author from the start.2Office of the Law Revision Counsel. 17 U.S. Code 101 – Definitions3Office of the Law Revision Counsel. 17 U.S. Code 201 – Ownership of Copyright The CIIAA still matters because that doctrine only covers copyright, not patents or trade secrets, and only reaches work done within the scope of employment. The scope question generates a lot of expensive litigation. The assignment clause fills both gaps.
The scope of what gets assigned usually extends to any idea, invention, design, or original work you create during employment that relates to the company’s business or uses company resources. That includes patentable inventions, copyrightable code, and improvements to existing company products you think up outside work hours if they touch on what the company does.1U.S. Securities and Exchange Commission. Confidential Information and Invention Assignment Agreement (PRC Employees) Work at a fintech company and build a personal budgeting app on weekends, and the agreement could arguably reach the project because it overlaps with your employer’s business.
What Your State May Carve Out
The breadth of these clauses has prompted roughly a dozen states to pass laws limiting what employers can claim. The statutes share a framework: an employer cannot require you to assign an invention that you developed entirely on your own time, without using any company equipment, supplies, or trade secret information, and that doesn’t relate to the employer’s current or anticipated business. All four conditions typically must be met. A side project built on your personal laptop, on weekends, using no company data, and unrelated to your employer’s line of work stays yours.
Any CIIAA provision that tries to override these protections is unenforceable in the states that have them. Well-drafted agreements include a notice acknowledging that the assignment clause is limited by applicable state law. If your agreement lacks that notice, the limitation still applies by operation of law, but its absence is a sign the agreement wasn’t carefully reviewed.
Listing Pre-Existing Inventions
Before signing, list any intellectual property you created before your start date on the attachment typically labeled Exhibit A. That list excludes those items from the assignment clause so the company can’t later claim ownership over work that predates your employment.4U.S. Securities and Exchange Commission. GlobeImmune, Inc. Employee Proprietary Information and Inventions Agreement Be specific. Include a title, a brief description of what the invention does, and whether it’s patented or unpatented.
If you have nothing to list, write “none” rather than leaving the exhibit blank. A blank form creates ambiguity about whether you forgot to fill it out or had nothing to disclose, and that ambiguity tends to resolve in the company’s favor, especially during an acquisition when the buyer’s lawyers scrutinize every IP assignment in the chain.4U.S. Securities and Exchange Commission. GlobeImmune, Inc. Employee Proprietary Information and Inventions Agreement Keep a dated copy for your own records.
The Whistleblower Immunity Notice
Federal law requires every CIIAA (and any other agreement governing trade secrets) to include a notice about whistleblower immunity. Under the Defend Trade Secrets Act, you cannot be held criminally or civilly liable for disclosing a trade secret to a government official or an attorney if the disclosure is made confidentially and solely for the purpose of reporting a suspected legal violation. The same protection applies if you include trade secret information in a court filing made under seal.5Office of the Law Revision Counsel. 18 U.S. Code 1833 – Exceptions to Prohibitions
The notice requirement has real consequences for employers who skip it. A company that fails to include it cannot recover exemplary damages or attorney fees if it later sues that employee for trade secret misappropriation.5Office of the Law Revision Counsel. 18 U.S. Code 1833 – Exceptions to Prohibitions A CIIAA without this notice or a cross-reference to a company policy that covers it hasn’t been updated since at least 2016.
Non-Compete and Non-Solicitation Riders
Many CIIAAs go beyond confidentiality and invention assignment to restrict what you can do after you leave. A non-solicitation clause prevents you from recruiting former coworkers or approaching the company’s clients for some period after departure. A non-compete clause goes further and restricts you from working for a competing business entirely. Duration, geographic scope, and enforceability vary widely.
Enforceability is the key issue. A growing number of states have banned or sharply limited post-employment non-compete agreements, particularly for employees below certain income thresholds. The FTC attempted a federal ban on most non-competes in 2024, but a federal court blocked the rule from taking effect. The non-compete in your CIIAA may or may not be enforceable depending on where you work. Non-solicitation clauses generally face less scrutiny and hold up more reliably, since courts view them as narrower.
What a Breach Can Cost You
Violating the confidentiality provisions exposes you to civil and potentially criminal liability. On the civil side, the Defend Trade Secrets Act lets the company seek an injunction to stop further disclosure, recover its actual financial losses, and claim any profits you gained from the misappropriation. If the conduct was willful and malicious, a court can double the damages as an exemplary award and order you to pay the company’s attorney fees.6Office of the Law Revision Counsel. 18 U.S. Code 1836 – Civil Proceedings
Criminal prosecution is also possible for deliberate trade secret theft. Under federal law, an individual convicted of stealing trade secrets for someone else’s economic benefit faces up to 10 years in prison and substantial fines.7Office of the Law Revision Counsel. 18 U.S. Code 1832 – Theft of Trade Secrets Criminal cases typically involve deliberate, large-scale theft rather than accidental disclosures, but the exposure is severe enough that even a confidentiality slip-up deserves serious attention.
Many CIIAAs also include a prevailing-party attorney fees clause, so if the company sues you and wins, you pay its legal costs on top of everything else. The provision cuts both ways in theory. In practice, the company is almost always the plaintiff.
What You Owe at Termination
When you leave, whether voluntarily or not, the CIIAA requires you to return all company property. Laptops, phones, monitors, and access badges need to go back promptly, often within five business days or less.
Digital cleanup is trickier and more often overlooked. Remove company files from personal devices, cloud storage accounts, and email. That covers copies of source code, internal documents, presentations, and any data that may have synced automatically. If you forwarded work emails to a personal account or saved files to a personal Dropbox, those copies need to go.
Most agreements require you to sign a termination certificate confirming you’ve returned everything and deleted all electronic copies of confidential information.1U.S. Securities and Exchange Commission. Confidential Information and Invention Assignment Agreement (PRC Employees) This is not a formality. Signing that certificate while still holding company data creates a documented lie that significantly strengthens the company’s position if it ever sues you. Do the cleanup before you sign.
How Long Your Obligations Last
The invention assignment clause stops applying when your employment ends, since it only covers work you create during the employment period. Confidentiality obligations almost always survive termination. How long depends on the agreement. Some CIIAAs impose a fixed period of two to five years after departure. Others tie the obligation to the life of the information itself, meaning your duty lasts until the information becomes publicly known through no fault of yours. Trade secrets can remain secret indefinitely, so an agreement that binds you “for as long as the information remains confidential” could theoretically last forever.
Non-solicitation and non-compete clauses, if your agreement includes them, typically have defined expiration dates ranging from six months to two years after departure. Courts are more skeptical of longer post-employment restrictions, and anything beyond two years faces an uphill battle in most jurisdictions. Read the survival language in your specific agreement carefully. The obligations you take on the day you sign will follow you well past your last day.