What Is a CIIA (Confidential Information and Inventions Assignment Agreement)?

A Confidential Information and Inventions Assignment Agreement (CIIA) is the single most important IP protection document in a startup's toolkit. It ensures that all intellectual property created by employees and contractors in the scope of their work belongs to the company—not the individual—while also establishing binding confidentiality obligations that survive the employment relationship.

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Why Every Startup Needs CIIAs

If your startup doesn't have signed CIIAs from every person who touches your codebase, product, or proprietary information, you have an IP problem. It might not surface today, but it will surface during due diligence when a lead investor's counsel asks for your IP assignment chain—and you can't produce it.

The CIIA serves two fundamental purposes. First, it assigns ownership of work product to the company. Without it, the default rules under copyright and patent law may leave ownership with the creator, not the employer. Second, it creates enforceable confidentiality obligations that prevent departing team members from walking out the door with your trade secrets.

This isn't theoretical. Investors routinely flag missing or incomplete CIIAs as a diligence issue. Acquirers will discount purchase price or demand escrow holdbacks for IP chain-of-title gaps. And if a former employee starts a competitor using knowledge gained at your company, the CIIA is your primary enforcement tool.

The CIIA is closely related to—but distinct from—a standalone IP assignment agreement. While IP assignments focus narrowly on transferring ownership of specific intellectual property, a CIIA is broader: it combines invention assignment with confidentiality, non-solicitation, and other protective provisions into a single comprehensive agreement.

Key Clauses in a Well-Drafted CIIA

Confidentiality Obligations

The confidentiality section defines what constitutes "Confidential Information" and imposes obligations on the employee not to disclose, use, or misappropriate it. A well-drafted definition is broad enough to capture trade secrets, business plans, customer lists, financial data, technical specifications, and anything else the company reasonably treats as proprietary—but not so broad that it becomes unenforceable.

Key drafting considerations:

• Scope of definition. Use a broad categorical definition supplemented by specific examples. Avoid the trap of making an exhaustive list that inadvertently excludes something important.
• Exclusions. Standard carve-outs include information that becomes publicly available (through no fault of the employee), information the employee already knew before joining, information received from a third party without restriction, and information independently developed without reference to confidential information.
• Duration. Confidentiality obligations should survive termination of employment. Trade secret protection under the Defend Trade Secrets Act (DTSA) and state law is theoretically perpetual, but contractual confidentiality obligations for non-trade-secret information are typically limited to 2–5 years post-termination.
• Return of materials. Require return or destruction of all confidential information and company property upon termination. This includes physical documents, digital files, and—critically—any copies on personal devices.

Invention Assignment

This is the core of the CIIA. The invention assignment clause transfers ownership of all inventions, discoveries, improvements, and works of authorship created by the employee during their employment and related to the company's business to the company.

The typical formulation assigns inventions that are:

1. Made or conceived during the period of employment,
2. Related to the company's current or reasonably anticipated business, research, or development, or
3. Made using the company's equipment, supplies, facilities, or confidential information.

This "or" structure is important—it captures inventions related to the business even if made on personal time, and inventions made using company resources even if unrelated to the current business.

The assignment should cover all forms of intellectual property: patents, copyrights, trade secrets, mask works, and any other proprietary rights. Include a present-tense assignment ("Employee hereby assigns") rather than merely a promise to assign ("Employee agrees to assign") to ensure the transfer is effective immediately upon creation.

Works Made for Hire

For copyrightable works, the CIIA should include a "works made for hire" designation. Under the Copyright Act, works created by employees within the scope of their employment are automatically works made for hire—meaning the employer is the legal author and owner from inception. But this default rule doesn't apply to independent contractors (with narrow exceptions for certain commissioned works).

A belt-and-suspenders approach includes both: (1) a declaration that all copyrightable works are works made for hire to the maximum extent permitted by law, and (2) an assignment of any copyrightable works that don't qualify as works made for hire. This matters especially for contractors, where the work-for-hire doctrine's application is limited.

One nuance that's frequently overlooked: in California, designating a work as "made for hire" for a non-employee can inadvertently create an employment relationship for purposes of workers' compensation and unemployment insurance under California Labor Code § 3351.5(c). This is a real risk when engaging contractors—another reason to get the employee vs. contractor classification right from the start.

Prior Inventions Carve-Out (Schedule A)

Every CIIA should include a schedule (typically "Schedule A" or "Exhibit A") where the employee lists any pre-existing inventions, works, or IP that they want to exclude from the agreement's assignment provisions. This protects the employee from inadvertently assigning IP they created before joining—and protects the company by establishing a clear baseline.

If the employee leaves Schedule A blank, the CIIA should state that the employee represents they have no prior inventions to disclose. If they list items, the company needs to review them carefully to ensure they don't create a backdoor claim to company IP.

Common issues with the prior inventions schedule:

• Employees who list everything. Some employees—particularly those coming from other startups—try to list broad, vague descriptions of prior work. Push back. The descriptions should be specific enough to identify what's excluded without being so broad they swallow the assignment.
• Employees who list nothing but should. Engineers who've been working on side projects for years sometimes skip the schedule. The company should affirmatively ask whether the employee has any prior inventions, document the conversation, and ensure the schedule is completed thoughtfully.
• Open source contributions. If the employee is an active open source contributor, address this explicitly. The CIIA should carve out bona fide open source contributions made on personal time that are unrelated to the company's business, but the employee should disclose any open source projects they intend to continue contributing to.

California Labor Code § 2870 and State-Specific Carve-Outs

California Labor Code § 2870 is the most significant statutory limitation on invention assignment agreements. It provides that an employer cannot require an employee to assign an invention that the employee developed:

1. Entirely on their own time,
2. Without using the employer's equipment, supplies, facilities, or trade secret information, and
3. That does not relate to the employer's business or reasonably anticipated research and development.

All three conditions must be met for the carve-out to apply. If the invention relates to the company's business—even if made on personal time without company resources—it's still assignable.

California requires that the CIIA include the text of § 2870 (or a cross-reference to it) and a notification that the agreement does not apply to inventions qualifying under the statute. Failure to include this notice can render the entire invention assignment provision unenforceable.

Several other states have similar statutes, including:

• Delaware (Del. Code tit. 19, § 805) — Similar to California but narrower
• Illinois (765 ILCS 1060/2) — Employee Patent Act
• Minnesota (Minn. Stat. § 181.78) — Similar structure to California
• Washington (RCW 49.44.140) — Closely mirrors California's approach
• North Carolina (N.C. Gen. Stat. § 66-57.1) — Covers patentable and non-patentable inventions

If your startup has employees in multiple states—increasingly common with remote work—your CIIA template needs to account for all applicable state carve-outs. A single California-compliant template won't necessarily satisfy the requirements in other jurisdictions.

CIIAs for Independent Contractors

The same principles apply to contractors, but the execution differs in important ways. First, the work-for-hire doctrine is narrower for contractors, making the affirmative assignment clause even more critical. Second, contractors may be working for multiple clients simultaneously, so the scope of the assignment must be carefully tailored to avoid overreach that could make the agreement unenforceable.

For contractors, consider using a standalone IP assignment agreement rather than a full CIIA if the engagement is narrow in scope. But if the contractor will have access to significant confidential information, a CIIA-style agreement that combines assignment and confidentiality is appropriate.

One critical difference: contractors retain more bargaining power over the scope of the assignment. An employee CIIA typically assigns everything related to the business; a contractor agreement may need to be scoped to the specific deliverables under the statement of work. This is a negotiation point, but the company should push for the broadest reasonable assignment.

Timing: Sign Before the Start Date

The CIIA must be signed before the employee begins work—ideally as part of the offer letter package. Here's why timing matters:

Consideration. A contract requires consideration (something of value exchanged). For new hires, the employment itself is adequate consideration for the CIIA. But if you ask an existing employee to sign a CIIA after they've already started, continued employment may not constitute adequate consideration in all jurisdictions. Some states require additional consideration—a bonus, raise, stock grant, or other tangible benefit—to support a CIIA signed after the employment relationship has begun.

IP created before signing. If the employee works for three weeks before signing the CIIA, anything created during that window may not be covered by the assignment. You'll need a separate assignment to capture that work product, and the employee has leverage to refuse.

Due diligence gaps. When an investor or acquirer reviews your IP chain of title, they'll check CIIA execution dates against start dates. Gaps raise red flags. If Employee X started on March 1 but didn't sign the CIIA until April 15, counsel will ask what happened during those six weeks—and whether any IP created in that period was properly assigned.

Make the CIIA a condition of the offer letter. No signature, no start date.

Common Mistakes

1. Using a generic template without state-specific carve-outs. A California-compliant CIIA needs the § 2870 notice. A template pulled from a Delaware-focused form may not include it. With remote teams spanning multiple states, your CIIA needs to address all applicable jurisdictions.

2. Not collecting Schedule A. The prior inventions schedule isn't just a formality. Companies that skip it create ambiguity about what the employee brought in versus what they created on the job.

3. Forgetting contractors. Many startups get CIIAs from employees but not from contractors. This is a major gap, especially for early-stage companies that rely heavily on contract developers.

4. No assignment of moral rights. In some jurisdictions, creators have "moral rights" in their works (the right to attribution, the right to object to modifications). A comprehensive CIIA should include a waiver of moral rights to the extent permitted by law.

5. Failing to address post-termination obligations. The CIIA should clearly state that invention assignment and confidentiality obligations survive termination. Include cooperation obligations requiring the former employee to assist with patent applications, copyright registrations, and other IP filings after departure.

6. Overly broad non-compete provisions. Some CIIAs include non-compete clauses. In California, non-competes are void under Business & Professions Code § 16600 (with very narrow exceptions). In other states, enforceability varies. If you include a non-compete, ensure it's severable so that an unenforceable non-compete doesn't drag down the rest of the agreement. For more on this topic, see our guide on non-compete and non-solicit agreements.

The CIIA in the Broader IP Protection Framework

The CIIA is one piece of a comprehensive IP protection strategy. It works alongside:

• IP assignment agreements for founders and pre-incorporation contributors
• NDAs for external parties (investors, potential partners, vendors)
• Non-compete and non-solicit agreements where enforceable
• Trade secret policies and information security measures
• Patent, trademark, and copyright filings for key IP assets

When building your legal architecture, the CIIA should be treated as a foundational document—signed by every team member, filed systematically, and reviewed periodically to ensure compliance with evolving state law.

Get this right from day one. Fixing IP assignment gaps retroactively is expensive, time-consuming, and—if a former team member is uncooperative—sometimes impossible.