A confidential information and inventions assignment agreement (CIIA agreement) protects intellectual property like trademarks and patents, work products, business ideas, and internal processes. It prevents the loss of this information by unscrupulous competitors or those who would seek to claim the idea as their own. A business has the right to protect its intellectual property when its funds and resources contributed to the invention.
Legal Templates’ mission is to simplify the process of creating legal contracts. This article will help you understand how to put together a CIIA agreement by using a form template.
- What is a Confidential Information & Inventions Assignment (CIIA) Agreement?
- Limits on Invention Assignment Agreements
- How to Write a Confidential Information & Inventions Assignment Agreement
- Confidential Information & Inventions Assignment Letter Sample
- Is a Confidential Information & Inventions Assignment Agreement Enforceable?
What is a Confidential Information & Inventions Assignment (CIIA) Agreement?
A CIIA agreement is a legal contract that gives an employer certain rights to inventions (all work produced with company resources, on company time, and for the company) created by an employee during their employment. This agreement requires the employee to disclose inventions to the employer as well as “assign” ownership rights to the invention. The document will also state that the employee must assist the employer in obtaining a patent on the invention, when applicable.
You will want to use a CIIA agreement if:
- You own or manage a business and want to protect intellectual property
- You work in human resources and need to update documents covering intellectual property
- You want to protect against disclosure of confidential information related to an invention
- You want to ensure exclusive ownership of an invention
Different employers may name this document slightly differently. CIIA agreements are also commonly known as:
- Confidentiality and invention assignment agreement
- Confidential information and invention assignment agreement
- Invention confidentiality agreement
- Employee confidentiality and invention assignment agreement
Limits on Invention Assignment Agreements
There are limitations to what a confidential information and inventions assignment can do. Some of these restrictions are placed by state law. For example, California and Washington will not enforce an agreement when the invention was created entirely on the employee’s own time and if they did not use any employer resources or property to invent it. This limitation can deal with complicated nuances, but it is important to understand that a CIIA agreement’s provisions must comply with state law.
The burden of proof usually rests with the employee to show they did not use company resources or knowledge in making their own invention. This can be a difficult burden for the employee to meet. This means that your CIIA agreement will likely remain enforceable, despite any challenge by the employee.
Time Limits on Non-Compete Agreements
Certain states require time limits in any type of non-compete agreement. These states will often consider a CIIA agreement a type of non-compete, depending on the unique facts of the case. This limitation should be addressed by an attorney familiar with your state’s laws.
How to Write a Confidential Information & Inventions Assignment Agreement
You may not know how to write a CIIA agreement, but it is much easier when using a template. Legal Templates can help with that. Along with standard legal clauses, a CIIA agreement should contain the following:
1. Invention Assignment
The majority of the contract will assign intellectual property rights from the employee to the employer. These clauses will precisely define the invention and IP that the company will own. It should also specify all rights that the employee is ceding to the employer. If the employee is to retain a partial interest as part of your agreement, this will also be included here.
2. Confidentiality Requirements
This section will explain that any information related to the invention is confidential. The employee is not permitted to disclose the information except as permitted by the employer or the contract. It will also warn of the penalties for a breach of confidentiality.
Outlining the effect of a breach helps to create an enforceable contract and warn the employee that you are serious. Some CIIA’s may also contain non-disclosure agreements to ensure confidentiality.
Some states require that a confidentiality and invention agreement have exceptions. This usually includes exceptions for employees who did not use company time, intellectual property, or resources in creating their own invention. Failure to include this exception is often fatal to the contract if a state requires exceptions.
4. Non-Compete Clauses
Many CIIA’s include non-compete clauses as well. These state that the worker is not allowed to go into business in the same industry for a certain period of time after leaving the company. This helps prevent inventions created during their employment from being taken to another competitor or to start their own business.
Non-competes have very specific legal requirements in many jurisdictions in order to be enforceable. In certain professions, a non-compete may be against public policy and unenforceable as a result. Make sure that your agreement is analyzed by an attorney to ensure it is enforceable.
5. Duration of Agreement
The contract must explain when the employee’s inventions will become the company’s property. Many clauses explain how this will happen automatically at a certain time or at the commencement of a certain event. This is usually the period of time the employee is employed by the company and can extend after the employment for a certain period of time.
Another duration element is how long the employee must keep the information confidential. This is usually an indefinite period. Some may only last a few years—similar to an employee non-disclosure agreement.
Confidential Information & Inventions Assignment Letter Sample
This sample CIIA template can help you get started on drafting your own. This can save you a great deal of time and money by beginning the drafting process yourself.
Confidential Information & Inventions Assignment Agreement
Is a Confidential Information & Inventions Assignment Agreement Enforceable?
A properly drafted CIIA agreement is legally enforceable. It is a contract between the employee and the employer and must comply with your state’s general contract requirements. This generally requires, but is not limited to:
- Clear terms of the agreement
- Mutual acceptance of the terms
- An offer and an acceptance
- Consideration for the contract
CIIA agreements in particular must meet your state’s specific legal requirements. Different jurisdictions may require certain elements to enforce the confidentiality & invention assignment agreement. It is best to have a licensed attorney review your draft to ensure that it meets your state’s specific requirements. You want to make sure you cross every “t” and dot every “i” when you put together such an important agreement.