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Proprietary Information and Inventions Agreement (PIIA)

Draft Employment PIIAs in Minutes, Not Hours

12 minutes with CaseMark

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12 minutes with CaseMark

What you'll need

  • Company Information
  • Employee/Consultant Details

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

Workflow

Overview

Drafting comprehensive Proprietary Information and Inventions Agreements manually is time-consuming and repetitive, especially when onboarding multiple employees. Lawyers spend hours customizing templates, ensuring compliance with state laws, and incorporating proper IP assignment language, all while risking inconsistencies across agreements.

Drafting comprehensive Proprietary Information and Inventions Agreements requires balancing broad IP protection with state-specific legal limitations, particularly in jurisdictions like California with employee-protective statutes. Attorneys spend hours researching compliance requirements, customizing provisions for different roles, and ensuring enforceability while avoiding overly broad restrictions that courts may strike down.

CaseMark automates PIIA drafting with built-in state law compliance, generating customized agreements that protect confidential information and assign inventions while adhering to jurisdictional requirements. The platform includes mandatory DTSA notices, appropriate scope limitations, and enforceable provisions tailored to your company's needs and the employee's location.

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

  • Introduction and Parties

  • Confidentiality Obligations

  • Definition of Proprietary Information

  • Non-Disclosure Requirements

  • Return of Materials Provision

  • Assignment of Inventions

  • Definition of Inventions

  • Prior Inventions Exclusions

  • Cooperation Obligations

  • DTSA Immunity Notice

  • Governing Law

  • Entire Agreement Clause

  • Signature Blocks

What it handles

  • Introduction and Parties

  • Confidentiality Obligations

  • Definition of Proprietary Information

  • Non-Disclosure Requirements

  • Return of Materials Provision

  • Assignment of Inventions

  • Definition of Inventions

  • Prior Inventions Exclusions

  • Cooperation Obligations

  • DTSA Immunity Notice

  • Governing Law

  • Entire Agreement Clause

  • Signature Blocks

Required documents

  • Company Information

    Legal entity name, state of incorporation, principal place of business, and business description

    PDF, DOCX, TXT

  • Employee/Consultant Details

    Full legal name, residential address, position title, and employment/engagement start date

    PDF, DOCX, TXT

Supporting documents

  • Prior Inventions List

    Employee's existing inventions or proprietary information to be excluded from assignment

    PDF, DOCX, XLSX

  • Existing Employment Agreement

    Current employment or consulting agreement to ensure consistency and avoid conflicts

    PDF, DOCX

  • Company IP Policy

    Internal intellectual property and confidentiality policies for alignment

    PDF, DOCX

  • State-Specific Requirements

    Jurisdiction-specific legal requirements or restrictions on invention assignments

    PDF, DOCX, TXT

Why teams use it

Generate complete PIIAs in 8 minutes vs. 2.5+ hours manually

Ensure consistent IP protection language across all employee agreements

Automatically include DTSA immunity notices and state-specific requirements

Customize confidentiality definitions and invention assignment scope instantly

Scale onboarding with batch PIIA generation for multiple new hires

Questions

What makes a PIIA enforceable under California law?

California Labor Code Section 2870 limits invention assignments to those developed using employer resources, relating to the employer's business, or resulting from work performed for the employer. A compliant PIIA must include specific notice language informing employees of their rights under this statute and cannot assign inventions developed entirely on the employee's own time without company resources and unrelated to company business. CaseMark automatically includes the required statutory notice and properly scopes the assignment provision.

Do I need to include a Defend Trade Secrets Act notice in every PIIA?

Yes, the Defend Trade Secrets Act of 2016 requires employers to include immunity notice language in any contract or agreement with employees that governs the use of trade secrets or confidential information. Failure to include this notice can prevent the employer from recovering exemplary damages and attorney fees in a trade secret misappropriation lawsuit. CaseMark automatically includes the compliant DTSA notice in the exact language recommended by the statute.

How should I handle prior inventions in a PIIA?

Best practice is to include a prior inventions disclosure exhibit that allows employees to list any inventions, ideas, or proprietary information they developed before joining the company that they want excluded from the assignment. This protects both parties by creating a clear record of what is and isn't assigned. The agreement should state that if the exhibit is left blank, the employee represents there are no prior inventions to disclose. CaseMark generates a properly formatted prior inventions exhibit as part of every PIIA.

What's the difference between a PIIA and a standard confidentiality agreement?

A PIIA combines confidentiality obligations with invention assignment provisions, making it more comprehensive than a standard NDA. While both protect confidential information, a PIIA also assigns intellectual property rights to the employer and establishes ownership of work product created during employment. PIIAs are essential for companies in technology, research, and innovation-driven industries where employee-created IP is a core business asset.

Can I use the same PIIA template for employees in different states?

While you can use a base template, the agreement must comply with the specific laws of each employee's work location. States like California, Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, and Washington have statutes limiting invention assignments, requiring specific notice language or scope restrictions. CaseMark addresses this by allowing you to specify the employee's jurisdiction and automatically adjusting provisions to ensure compliance with applicable state laws.

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