Free Confidential Information and Invention Assignment Agreement Template

A confidential information and invention assignment agreement is a contract in which a worker agrees to protect company secrets and to assign ownership of the work they create on the job.

Most teams shorten the name to CIIAA. Startups often hand one to every new hire on day one, alongside the offer letter.

The document does two jobs at once. One half covers confidentiality, so customer lists, source code, pricing, and roadmaps stay inside the company. The other half covers ownership, so inventions, designs, and code created for the employer belong to the employer rather than the individual.

Without it, ownership gets murky quickly. A developer who builds a feature on a company laptop may still hold rights to that work, and untangling it during an acquisition is slow and expensive.

Investors and acquirers ask for these agreements early. A complete file of signed CIIAAs is one of the first things diligence looks for, and gaps in it delay deals.

Anyone who will see confidential material or create work product should sign before their first day.

That usually covers:

• Full-time employees — especially engineering, design, product, and sales roles.
• Contractors and freelancers — ownership does not transfer automatically, so this matters even more.
• Founders — the most commonly overlooked group, and the gap investors notice first.
• Interns and advisors — short engagements still produce work that someone owns.

Timing matters more than most teams expect. Signing at the start ties the promise to the offer, whereas asking someone to sign months later feels like a fresh demand and invites negotiation.

Departures are the other pressure point. A short exit conversation confirming what stays confidential, and what property must come back, closes the loop while goodwill is still intact.

Tip: Put it in the onboarding packet rather than sending it separately. A document that arrives with the offer gets signed; one that arrives afterward gets questions.

A confidential information and invention assignment agreement works best when each section answers exactly one question.

Definition of Confidential Information

Describe what counts as confidential, with examples rather than a single vague sentence. Also say what does not count, such as information already public.

Scope of Assigned Inventions

State which work transfers to the company. Narrow scope is easier to enforce and easier for a new hire to accept.

Prior Inventions

Provide a schedule where the worker lists anything they created before joining. This protects both sides from arguing about it later.

Disclosure Obligations

Explain when the worker must tell the company about something they have created. Without disclosure, the assignment clause has nothing to operate on.

Return of Company Property

Set out what happens to laptops, files, and access credentials when the engagement ends. Include company data held on personal devices.

Outside Activities

Address side projects and other employment. Many teams allow them, provided they do not use company time or resources.

Duration and Survival

Say which obligations continue after the person leaves. Confidentiality usually survives; other terms may not.

The prior inventions section protects the worker rather than the company, and it is the part people most often skip.

Before signing, list anything you built beforehand that you want to keep: a side project, an app, a patent, or an open-source library you maintain. Work recorded there sits outside the assignment.

An empty schedule reads as a statement that nothing pre-existed. That becomes a problem if you later try to claim a project you never disclosed.

Read the scope clause carefully too. Some versions reach anything created during employment, while others limit the assignment to work related to the company’s business or built with company resources.

Tip: Keep your own signed copy with the prior inventions schedule attached. Companies reorganize, and the version in your personal file is the one you can still produce years later.

What makes one of these agreements work is a clear scope plus evidence that the worker agreed before starting.

Rules on invention assignment, restrictions on outside work, and what an employer may claim vary by state and by the type of engagement. Check your state’s official website, and raise anything unusual with an employment attorney before rolling a template out across a team.

Two points are worth confirming in writing:

• Which categories of work the assignment actually covers.
• Which obligations continue after the person leaves.

Contractors deserve a second look. Ownership of commissioned work does not always pass to the hiring company by default, which is precisely why the assignment language belongs in the contract rather than in an email.

Companies hiring across borders should have a local professional review the template once before it goes out widely. What is standard in one market can be unenforceable in another, and a single reviewed version costs far less than renegotiating with fifty people.

The worker and an authorized company representative both sign and date, and each keeps a copy.

Electronic signatures suit this document well, since onboarding often happens remotely and the paperwork accumulates fast.

Store signed copies somewhere a future diligence request can actually reach. Scattered PDFs in personal inboxes are how companies discover mid-deal that a founder never signed anything.

Review your template once a year. Roles change and teams spread across regions, so language written for a five-person company reads strangely at fifty.

Start your confidential information and invention assignment agreement now and onboard your next hire with the paperwork already handled.