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🔒 Confidentiality & Invention Assignment

Hiring an employee, bringing on a contractor, or adding an advisor — and you need the document EVERY new hire signs on day one, the one that puts the company's confidential information and inventions firmly in the company's hands? A Confidential Information & Invention Assignment Agreement (a “CIIA” / “PIIA” / “invention assignment agreement” / “proprietary information agreement”) is the single highest-volume onboarding document at any startup, and the natural pair to the offer letter and the equity grant: form the company, hire the person, and have them sign the confidentiality + IP-assignment agreement before they touch the code. PaperKit builds the right one: pick who's signing — an EMPLOYEE (a full PIIA with an at-will acknowledgment, work-for-hire and present assignment of inventions), an independent CONTRACTOR (assigns the deliverables and work product, keeps independent status), or an ADVISOR (a lighter, services-oriented confidentiality + IP agreement) — and it reshapes the whole document. Then pick how broadly inventions are assigned, which rewrites the assignment section: ALL RELATED inventions (the broadest, standard employee scope — anything related to the business, resulting from company work, or made with company resources), only inventions relating to the COMPANY'S BUSINESS, or only the specific DELIVERABLES created for the company. List any prior inventions the person already owns and it builds an Exhibit A carve-out schedule (leave it empty and the agreement states there are none). Every clause a real onboarding agreement expects is laid out and toggleable: confidentiality during and after, present assignment of inventions, prompt disclosure, a state-law statutory carve-out (e.g. California Labor Code 2870), further-assurances and power of attorney to perfect the company's ownership, a moral-rights waiver, work-for-hire, return of company materials, a no-conflicting-obligations representation, an optional non-solicitation, the at-will acknowledgment (employees) and injunctive-relief remedies — plus governing law and extra terms. It's self-drafted: the company signatory reviews and e-signs online, the individual signs on their printed signature line, and you download the clean PDF, with an optional notary block. (This is a template, not legal advice; confidentiality and invention-assignment law, permissible assignment scope, statutory carve-outs, non-solicitation enforceability and worker classification vary by state, so confirm yours before relying on this form.)

Who is signing?

The big lever — it reshapes the whole agreement.

Employee (PIIA) — the standard proprietary-information & inventions agreement every hire signs: confidentiality, present assignment of inventions, work-for-hire and an at-will acknowledgment.

How much IP is assigned?

The lever that rewrites the assignment-of-inventions section — how broadly inventions go to the company.

All related inventions — the broadest (standard employee PIIA): inventions related to the business, resulting from company work, or made with company resources.

The company
The employee (signs)

The person giving the confidentiality + IP-assignment commitments. They sign on their printed signature line.

Prior inventions — Exhibit A

Anything the individual already owns and wants EXCLUDED from the assignment. List each one below — it becomes Exhibit A. Leave empty and the agreement states there are none.

1 prior-invention carve-out (Exhibit A)
Company signatory (you — you e-sign)

The founder / officer / HR lead signing on behalf of the company. You draft and e-sign online; the individual signs on their printed signature line.

Clauses & protections

Turn on what applies. Confidentiality, invention assignment, the statutory carve-out, return of materials, moral-rights waiver, no-conflicting-obligations and the at-will acknowledgment are on by default.

Live preview

A real, section-by-section confidentiality & invention-assignment agreement with an Exhibit A prior-inventions schedule. The relationship type reshapes the whole document; the assignment-scope choice rewrites how broadly inventions are assigned. Publish to get a hosted link you can e-sign online.

Name the company and the individual, pick the relationship type & assignment scope, and list any prior inventions…
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A confidentiality & invention-assignment agreement (CIIA / PIIA) is a template for convenience, not legal advice. Permissible assignment scope, statutory invention carve-outs (e.g. California Labor Code 2870 and equivalents), non-solicitation enforceability, and at-will and independent-contractor classification vary by state. PaperKit is not a law firm and records electronic execution via the signer's typed name; confirm your requirements before relying on this form.