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You should consult with a lawyer before relying on these documents. The content in these templates are for informational purposes and do not constitute legal advice.

Templates

Employee Confidentiality and Invention Assignment Agreement

The day-one agreement every employee signs to protect the company’s confidential information and ensure employee-created inventions and work product are assigned to the company. It also sets baseline obligations around conflicts of interest, non-solicitation, and related employee duties, with state-specific carve-outs built in for applicable jurisdictions.

DOCX99 KB · 15 pages

Updated 2026-07-09

You should consult with a lawyer before relying on this document. The content in this template is for informational purposes and does not constitute legal advice.

When you need this

Use this agreement on day one for every new employee. The Employee Confidentiality and Inventions Assignment Agreement, or CIAA, puts the company’s core employee IP and confidentiality protections in place from the start, including invention assignment, confidentiality, conflicts of interest, and non-solicitation obligations. The all-states form includes statutory carve-outs for multiple jurisdictions, so the same template can be used across a multi-state workforce, subject to legal review.

  • Before any new employee starts work: Attach it to the offer letter and have it signed on or before the employee’s first day.
  • When existing employee paperwork is incomplete: Use it if an employee changes roles or if earlier IP/confidentiality paperwork was missing, outdated, or too thin.
  • Before financing diligence: Investor counsel will typically check whether employees have signed CIAAs. Missing agreements can create diligence issues and may result in disclosure schedule exceptions or representations carve-outs in the financing documents.

Worked example

Scenario
A two-person team hires its first engineer. The offer letter goes out, the engineer accepts, and the engineer starts the following Monday. Nobody attaches the CIAA because the team assumes they can handle the paperwork later.
Outcome
During Series Seed diligence, investor counsel flags the missing CIAA. The engineer signs it eight months later, but the delay creates an avoidable question about whether all work product created during those eight months was properly assigned to the company. A clean signature on or before day one would have avoided the issue entirely.

Watch out for

  • Signing after work begins.The cleanest practice is to have the CIAA signed on or before the employee’s first day. If the agreement is signed after work begins, there may be questions about whether earlier work product is fully covered, which can create avoidable diligence issues.
  • Removing the state-specific exhibit or carve-outs.The all-states form includes jurisdiction-specific invention assignment carve-outs for states with statutes protecting certain personal-time inventions. Those provisions should not be stripped out casually. Using a shortened or modified form without the required carve-outs can create enforceability issues, particularly for employees in states with specific statutory protections.
  • Leaving Exhibit B blank when there are prior inventions.Exhibit B is where the employee lists prior inventions or work they want excluded from the assignment. If the employee has prior work and Exhibit B is left blank, the record may not accurately reflect what is excluded, which can create cleanup issues later.
  • Using the form for an executive without adjustment.he template is designed for standard employees. For executives with significant prior work, outside advisory roles, board seats, or other ongoing obligations, the IP assignment, non-solicit, conflict-of-interest, and notice provisions may need to be reviewed and tailored.

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