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Confidentiality and Invention Assignment Agreement

Draft Employee IP Agreements in Minutes, Not Hours

12 minutes with CaseMark

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Confidentiality and Invention Assignment Agreement

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Confidentiality and Invention Assignment Agreement

Overview

Drafting Confidentiality and Invention Assignment Agreements manually requires extensive legal research, careful clause customization, and meticulous attention to state-specific requirements. Corporate attorneys and in-house counsel spend hours adapting templates, ensuring comprehensive IP protection, and coordinating non-solicitation provisions that comply with jurisdictional restrictions.

Drafting comprehensive CIAAs requires navigating complex multi-jurisdictional requirements, from California Labor Code 2870 limitations to DTSA whistleblower notices. Manual drafting takes 4-5 hours per agreement, with significant risk of missing critical statutory provisions or using overbroad restrictions that courts won't enforce.

CaseMark generates fully customized, jurisdiction-compliant CIAAs in minutes. Our AI analyzes your company documents, applies state-specific invention assignment limitations, incorporates required statutory notices, and produces execution-ready agreements that protect your IP while respecting employee rights.

How it works

  1. 1. Upload your documents

  2. 2. AI analyzes and extracts key information

  3. 3. Review and customize the generated content

  4. 4. Export in your preferred format (DOCX, PDF)

What you get

  • Header with Document Title and Execution Date

  • Party Information (Company and Employee/Consultant)

  • Confidentiality Obligations and Definitions

  • Invention Assignment Provisions

  • Prior Inventions Disclosure (Exhibit A)

  • Non-Solicitation Clauses (Employees and Customers)

  • General Provisions (Governing Law, Severability, Entire Agreement)

  • Signature Blocks with Acknowledgments

What it handles

  • Header with Document Title and Execution Date

  • Party Information (Company and Employee/Consultant)

  • Confidentiality Obligations and Definitions

  • Invention Assignment Provisions

  • Prior Inventions Disclosure (Exhibit A)

  • Non-Solicitation Clauses (Employees and Customers)

  • General Provisions (Governing Law, Severability, Entire Agreement)

  • Signature Blocks with Acknowledgments

Required documents

  • Employee Information

    Employee name, position, start date, work location, and role description

    .pdf, .docx, .txt

  • Company Formation Documents

    Certificate of incorporation, articles of organization, or equivalent showing legal entity name and jurisdiction

    .pdf, .docx

Supporting documents

  • Existing Confidentiality Agreements

    Prior confidentiality or invention assignment agreements for consistency and company preferences

    .pdf, .docx

  • Employee Handbook

    Company policies on confidential information, intellectual property, and employment practices

    .pdf, .docx

  • Prior Invention Disclosures

    Employee's previous patents, publications, or intellectual property to establish baseline

    .pdf, .docx, .txt

  • Corporate Governance Materials

    Board resolutions, IP policies, or strategic documents informing protective covenant scope

    .pdf, .docx

  • Offer Letter or Employment Agreement

    Employment terms, compensation, and benefits to ensure consistency across agreements

    .pdf, .docx

Why teams use it

Generate complete CIIA agreements in 8 minutes vs. 2.5+ hours manually

Customizable confidentiality definitions and IP assignment clauses tailored to your business

Built-in prior inventions disclosure framework to avoid future disputes

Jurisdiction-aware non-solicitation provisions that comply with state law restrictions

Consistent, comprehensive IP protection across all new hires and consultants

Questions

How does the agreement handle California's restrictions on invention assignment?

CaseMark automatically incorporates California Labor Code Section 2870 limitations, which exclude inventions developed entirely on the employee's own time without company resources, unless they relate to the company's business or result from work performed for the company. The agreement includes the full statutory text as an exhibit and contains compliant carve-out language. For employees in other states with similar statutes (DE, IL, KS, MN, NC, UT, WA), jurisdiction-specific provisions are included.

What's included in the confidentiality provisions?

The agreement defines Confidential Information comprehensively to include technical data, trade secrets, business strategies, customer lists, financial information, and product development plans. It includes clear exceptions for publicly available information and independently developed materials. The confidentiality obligations continue indefinitely for trade secrets and for a specified period (typically 3-5 years) for other confidential information, with return and destruction requirements upon termination.

Does the agreement include non-compete or non-solicitation provisions?

CaseMark tailors restrictive covenants based on your jurisdiction's enforceability standards. For California, North Dakota, and Oklahoma, non-competes are excluded due to statutory prohibitions. For other jurisdictions, the agreement includes carefully scoped employee and customer non-solicitation provisions with reasonable duration (typically 12-24 months). Non-competition provisions are included only where enforceable and appropriately limited in scope, duration, and geography based on recent case law.

How does the agreement handle the DTSA whistleblower immunity requirement?

The agreement automatically includes the federally required Defend Trade Secrets Act immunity notice, which informs employees they cannot be held liable for confidential disclosure of trade secrets to government officials or attorneys for purposes of reporting suspected legal violations. This notice is required for all agreements entered into or updated after May 11, 2016, and CaseMark ensures compliant language is included in every agreement.

What happens if an employee created inventions before joining the company?

The agreement includes a prior invention disclosure exhibit (Exhibit A) where employees list all pre-existing inventions that relate to the company's business and should not be assigned. This protects both parties by establishing a clear baseline of what the employee owned before employment versus what was created during employment. If no prior inventions are listed, the employee represents that none exist, preventing future ownership disputes.

Can the agreement be enforced after the employee leaves the company?

Yes. The agreement includes survival provisions ensuring confidentiality obligations, invention assignment duties, and restrictive covenants continue after termination. It requires post-employment cooperation with IP prosecution efforts (with reasonable compensation), includes a power of attorney for executing IP documents if the employee becomes unavailable, and specifies return of all company materials and confidential information upon departure with written certification of compliance.

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