← All workflows

Ciia Agreement

Draft CIIA Agreements in Minutes, Not Hours

12 minutes with CaseMark

Fast lane

We have it from here.

Choose the fast one-off run here, or jump into the workspace when you want saved history, revisions, and a fuller matter workflow.

Run this once here

Best for a quick one-off job. Add your email, upload the files, and we'll run the workflow and send the result to your inbox.

1. Add your email so we know where to send the result.

2. Upload the files you want analyzed.

3. Run the workflow and we'll take it from there.

Use in Workspace

Best for ongoing matters

Save and reopen matters, keep documents together, refine the output, rerun with changes, and export or share polished work product when you're done.

Open in Workspace

Need more context?

Scroll for the workflow details below if you want to review what this run handles, what documents help, and what the output looks like.

If this is part of a live matter, the workspace is the better fit: you can keep your documents together, revisit the result, and keep working without starting from scratch.

Jump to detailsOpen in Workspace

Start here

Run this workflow now

Best for a fast one-off run. Add your email, upload the files, and we'll deliver the result without sending you into the full app.

Workflow

Ciia Agreement

Step 1 · Deliver to

Step 3 · Run this workflow

Workflow

Ciia Agreement

Overview

CaseMark's CIIA Agreement Drafter uses AI to generate comprehensive Confidentiality and Invention Assignment Agreements tailored to your company's jurisdiction, industry, and workforce. It automates the complex process of applying state-specific invention carve-outs, federal trade secret notices, and enforceable restrictive covenants into a single, polished agreement ready for attorney review.

Drafting CIIAs manually requires attorneys to research state-specific invention assignment statutes, evaluate restrictive covenant enforceability across jurisdictions, and reconcile new agreements with existing employment documents. This process is time-intensive, error-prone, and creates significant risk when provisions are missed or incorrectly applied.

CaseMark automates the entire CIIA drafting workflow by analyzing your jurisdiction, company details, and existing agreements to produce a comprehensive, enforceable agreement. The AI applies the correct state carve-outs, includes mandatory federal notices, and flags any provisions requiring attorney verification—turning a multi-hour drafting task into a streamlined review process.

How it works

  1. 1. Upload company details, employee information, and any existing agreements

  2. 2. AI analyzes jurisdiction-specific requirements and drafts a complete CIIA

  3. 3. Review the agreement with flagged [VERIFY] citations for attorney sign-off

  4. 4. Export the finalized agreement and exhibits in DOCX or PDF

What you get

  • Preamble and Parties

  • Recitals

  • Confidential Information Definitions

  • Invention Assignment Provisions

  • State-Specific Carve-Out Exhibits

  • DTSA Whistleblower Notice

  • Restrictive Covenants (Non-Solicitation / Non-Compete)

  • Return of Materials and Termination Obligations

  • Prior Inventions Exhibit

What it handles

  • Jurisdiction-specific invention assignment carve-outs (CA, IL, WA, and more)

  • DTSA federal whistleblower notice auto-inclusion

  • Customizable restrictive covenants with enforceability awareness

  • Comprehensive confidential information definitions by category

  • Prior inventions exhibit generation

  • Automatic reconciliation with existing NDAs and employment agreements

Required documents

  • Company and Employee Details

    Document containing company legal entity information, employee or contractor details, governing jurisdiction, and role description

    .pdf, .docx, .txt

  • Existing Agreements

    Any prior NDAs, CIIAs, offer letters, or employment agreements that need to be reconciled with the new agreement

    .pdf, .docx

Supporting documents

  • Corporate Formation Documents

    Articles of incorporation, operating agreements, or bylaws that may inform IP ownership provisions

    .pdf, .docx

  • Prior Inventions Disclosure

    Employee's list of prior inventions, patents, or IP to be excluded from the assignment provisions

    .pdf, .docx, .txt

  • Company IP Policy

    Internal intellectual property or trade secret policies to align agreement definitions

    .pdf, .docx

Why teams use it

Eliminate hours of manual research into state invention assignment statutes and restrictive covenant enforceability

Ensure every agreement includes required DTSA whistleblower notices and jurisdiction-specific exhibits

Reduce drafting errors by automatically reconciling new CIIAs with existing NDAs and employment agreements

Accelerate employee and contractor onboarding with consistent, high-quality IP protection documents

Questions

Which states' invention assignment statutes does CaseMark support?

CaseMark covers all major state invention carve-out statutes, including California (§2870), Illinois, Washington, Delaware, Minnesota, and others. The AI automatically applies the correct carve-out language based on the governing jurisdiction you specify.

Does the generated CIIA include DTSA whistleblower notices?

Yes. CaseMark automatically includes the federally required Defend Trade Secrets Act (DTSA) whistleblower immunity notice in every CIIA it drafts, ensuring compliance with 18 U.S.C. §1833(b).

Can I customize the restrictive covenants in the agreement?

Absolutely. CaseMark lets you specify whether you want non-solicitation, non-compete, or both. The AI also flags jurisdictions where certain restrictive covenants may be unenforceable or require additional consideration.

How does CaseMark handle existing NDAs or employment agreements?

When you upload prior agreements, CaseMark analyzes them to identify overlapping or conflicting provisions and reconciles the new CIIA accordingly, reducing the risk of inconsistent obligations.

Is the output ready to execute or does it need attorney review?

CaseMark produces a comprehensive, near-final draft with jurisdiction-specific provisions. Any uncertain legal citations are flagged with [VERIFY] markers so your attorney can quickly review and finalize the document.

Can I use this for independent contractors as well as employees?

Yes. CaseMark adjusts terminology and enforceability considerations based on whether the signatory is an employee or independent contractor, accounting for the different legal standards that apply to each.

Related

Access and Indemnity Agreement (Due Diligence)

Draft Property Access Agreements in Minutes with AI

Access Indemnity Agreement

Draft Access & Indemnity Agreements in Minutes

Ad Fund Agreement

Draft Ad Fund Agreements in Minutes, Not Hours