PIIA Agreement

Proprietary Information & Inventions Assignment

Legal Template

Sections

PIIA Agreement Template

Required for all employees, contractors, and consultants

Investor Requirement

Every person who touches code must sign a PIIA. Without this, the C-Corp may not own the IP. Investors will not fund without signed PIIAs.

Full Agreement Template

PROPRIETARY INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT (PIIA)

This Agreement is made as of [Date] by and between [Company Name], a [State] [Corporation/LLC] (the "Company"), and [Name of Individual] (the "Recipient").

1. CONFIDENTIAL INFORMATION
1.1 Definition: "Proprietary Information" includes source code, algorithms, trade secrets, data, know-how, formulas, processes, designs, customer lists, and business plans.
1.2 Non-Disclosure: Recipient agrees to hold all Proprietary Information in strict confidence.
1.3 Third-Party Information: Recipient agrees to protect third-party confidential information.

2. ASSIGNMENT OF INVENTIONS
2.1 All Inventions made during the Relationship using Company resources or relating to Company business shall be Company property.
2.2 Recipient irrevocably assigns all right, title, and interest to such Inventions.
2.3 Moral Rights: Recipient waives all moral rights in the Inventions.

3. PRIOR INVENTIONS
3.1 Recipient has disclosed Prior Inventions in Exhibit A.
3.2 If Prior Inventions are incorporated, Company receives a perpetual, royalty-free license.

4. RETURN OF PROPERTY
Upon termination, Recipient will return all Company materials and Proprietary Information.

5. NON-SOLICITATION
For [12] months after termination, Recipient shall not solicit Company employees or contractors.

6. DUTY TO ASSIST
Recipient agrees to assist Company in obtaining and enforcing proprietary rights.

7. GOVERNING LAW
This Agreement is governed by the laws of [State].

[Signature blocks]

EXHIBIT A: LIST OF PRIOR INVENTIONS
[ ] I have no Prior Inventions to disclose.
[ ] I have the following Prior Inventions: _______________

PROPRIETARY INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT (PIIA) This Agreement is made as of [Date] by and between [Company Name], a [State] [Corporation/LLC] (the "Company"), and [Name of Individual] (the "Recipient"). 1. CONFIDENTIAL INFORMATION 1.1 Definition: "Proprietary Information" includes source code, algorithms, trade secrets, data, know-how, formulas, processes, designs, customer lists, and business plans. 1.2 Non-Disclosure: Recipient agrees to hold all Proprietary Information in strict confidence. 1.3 Third-Party Information: Recipient agrees to protect third-party confidential information. 2. ASSIGNMENT OF INVENTIONS 2.1 All Inventions made during the Relationship using Company resources or relating to Company business shall be Company property. 2.2 Recipient irrevocably assigns all right, title, and interest to such Inventions. 2.3 Moral Rights: Recipient waives all moral rights in the Inventions. 3. PRIOR INVENTIONS 3.1 Recipient has disclosed Prior Inventions in Exhibit A. 3.2 If Prior Inventions are incorporated, Company receives a perpetual, royalty-free license. 4. RETURN OF PROPERTY Upon termination, Recipient will return all Company materials and Proprietary Information. 5. NON-SOLICITATION For [12] months after termination, Recipient shall not solicit Company employees or contractors. 6. DUTY TO ASSIST Recipient agrees to assist Company in obtaining and enforcing proprietary rights. 7. GOVERNING LAW This Agreement is governed by the laws of [State]. [Signature blocks] EXHIBIT A: LIST OF PRIOR INVENTIONS [ ] I have no Prior Inventions to disclose. [ ] I have the following Prior Inventions: _______________