Ciia Agreement

Draft CIIA Agreements in Minutes, Not Hours

12 minutes with CaseMark

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Upload your documents and get a finished work product in minutes. New accounts get $5 free to run their first skill.

12 minutes with CaseMark

What you'll need

Company & Employee Details
Existing Agreements

SOC 2 Type II · HIPAA compliant · $5 free credit

Workflow

Overview

CaseMark's CIIA Agreement Drafter uses AI to generate comprehensive Confidentiality and Invention Assignment Agreements tailored to your company's jurisdiction, industry, and IP profile. It automates the most time-consuming aspects of CIIA drafting—state-specific invention carve-outs, DTSA compliance, and restrictive covenant enforceability analysis—so attorneys can focus on strategic review rather than boilerplate assembly.

Drafting a proper CIIA requires navigating a patchwork of state invention assignment statutes, federal trade secret requirements, and varying restrictive covenant enforceability rules. Attorneys spend hours researching jurisdiction-specific carve-outs, manually cross-referencing existing agreements, and customizing boilerplate language—creating risk of missed provisions and inconsistent documentation.

CaseMark automates the entire CIIA drafting workflow by analyzing your jurisdiction, company profile, and existing agreements to produce a comprehensive, enforceable agreement in minutes. The AI applies the correct state-specific invention carve-outs, includes mandatory DTSA notices, and flags enforceability concerns with restrictive covenants—delivering a polished draft ready for attorney review.

How it works

1. Upload company details, employee information, and any existing agreements
2. AI analyzes jurisdiction-specific requirements and drafts a complete CIIA
3. Review the agreement, customize restrictive covenants and IP categories
4. Export the finalized agreement in your preferred format (DOCX, PDF)

What you get

Preamble and Parties
Recitals
Confidential Information Definitions
Invention Assignment Provisions with State Carve-Outs
DTSA Whistleblower Notice
Restrictive Covenants (Non-Solicitation / Non-Compete)
Return of Materials and Post-Termination Obligations
Prior Inventions Exhibit
Signature Block

What it handles

Jurisdiction-specific invention assignment carve-outs (e.g., CA §2870, IL, WA, and more)
DTSA federal whistleblower notice auto-inclusion
Customizable restrictive covenants with enforceability awareness
Confidential information definitions tailored to your industry and IP profile
Prior inventions exhibit generation
Automatic reconciliation with existing NDAs, offer letters, and equity agreements

Required documents

Company & Employee Details
Document containing company legal name, state of incorporation, address, employee name, role, start date, and governing jurisdiction
.pdf, .docx, .txt
Existing Agreements
Any prior NDAs, CIIAs, offer letters, employment agreements, or equity agreements to reconcile with the new CIIA
.pdf, .docx

Supporting documents

Company IP Profile
Description of proprietary information types, R&D activities, and industry-specific IP categories to customize confidential information definitions
.pdf, .docx, .txt
Formation Documents
Articles of incorporation, operating agreements, or other formation documents for entity verification and context
.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 federal DTSA whistleblower notices automatically

Generate industry-specific confidential information definitions that actually protect your client's IP

Reconcile new CIIAs with existing NDAs, offer letters, and equity agreements to prevent conflicts

Questions

Which states' invention assignment statutes does CaseMark support?

CaseMark covers all major state invention assignment 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 use this for independent contractors as well as employees?

Absolutely. CaseMark adjusts terminology, enforceability standards, and assignment provisions based on whether the agreement is for an employee or an independent contractor. Simply indicate the relationship type in your inputs.

How does CaseMark handle restrictive covenants like non-competes?

CaseMark drafts non-solicitation and non-compete clauses with jurisdiction-specific enforceability awareness. In states that ban or limit non-competes (e.g., California, Minnesota), the AI flags restrictions and offers compliant alternatives.

Will the agreement reconcile with existing NDAs or offer letters?

Yes. When you upload existing agreements, CaseMark analyzes them to identify overlapping or conflicting provisions and drafts the CIIA to harmonize with your current documentation, flagging any inconsistencies for attorney review.

Should I have an attorney review the output?

CaseMark produces a comprehensive, jurisdiction-aware draft and marks any uncertain citations with [VERIFY] flags. We recommend attorney review before execution, as the tool is designed to accelerate drafting—not replace legal judgment.