Is notarization required for enforceability?

Not usually. Employment assignment agreements do not generally require notarization to be enforceable; enforceability depends on clear language, consideration, and signature authority. Notarization can help evidentiary weight in some jurisdictions but is not a universal requirement.

Can the CIIAA be signed electronically?

Yes. Under the ESIGN Act (15 U.S.C. ch. 96) and state UETA frameworks, electronic signatures are valid provided intent, consent, attribution, and reliable record retention are met. Certain narrow exceptions in law may still require wet signatures.

How should prior inventions be handled?

Require the signer to list prior inventions with concise descriptions and dates in a disclosure exhibit. Explicitly exclude listed items from assignment to reduce risk of later contested ownership or claims of inadvertent assignment.

Who must sign for the employer?

An authorized officer, HR director, or general counsel should sign. Corporate authorization (delegation or board resolution) is advisable to document the signer’s authority to accept IP assignments on the company’s behalf.

How long should executed CIIAAs be retained?

Retain executed agreements for the contract term plus additional years based on IP risk and tax or regulatory needs. As a baseline, keep relevant records at least three years; HIPAA records require six years per 45 CFR §164.530(j).

Can a signer revoke or rescind the assignment?

Revocation is limited. Once validly executed and supported by consideration, assignments are binding; revocation may require mutual agreement or court order. Consult legal counsel before relying on unilateral revocation attempts.

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CIIAA Signed Agreement

CIIAA Signed Agreement

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CIIAA Signed Agreement

This Confidential Information, Inventions and Assignment Agreement (the Agreement) is made and entered into as of Effective Date: by and between Company Name: , a Entity Type: Corporation LLC Partnership Other organized under the laws of , with principal place of business at (Company), and Individual Name: of Address: (Individual). Company and Individual are each a Party and together the Parties.

RECITALS

WHEREAS, Company conducts business involving confidential technical and business information and proprietary technology and desires to protect such information and to secure assignment of inventions and improvements made by persons engaged by Company; and

WHEREAS, Individual will render services to Company as an employee, consultant, contractor or otherwise, and in connection with such services may have access to Confidential Information of Company and may conceive or develop Inventions; and

WHEREAS, the Parties desire to set forth their agreement regarding confidentiality, ownership and assignment of proprietary rights and related obligations.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public, proprietary or trade secret information disclosed by Company to Individual, whether disclosed orally, visually or in writing, including but not limited to business plans, technical data, product designs, software source code, algorithms, formulas, prototypes, customer lists, pricing, marketing strategies and financial information. Confidential Information does not include information that (a) is or becomes generally available to the public other than by breach of this Agreement by Individual; (b) was rightfully in Individual's possession prior to receipt from Company as demonstrated by written records; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Individual without use of or reference to Company's Confidential Information.

1.2 "Invention" means any idea, discovery, improvement, process, design, formula, machine, software, know-how, development, technique, or works of authorship, whether or not patentable or registrable, conceived, reduced to practice or developed by Individual, either individually or jointly with others, during the Term that (a) relates to Company's business, research or development, (b) results from work performed for Company, or (c) was developed using Company Confidential Information or resources.

2. CONFIDENTIALITY OBLIGATIONS

2.1 Non-Disclosure and Non-Use. Individual shall hold Confidential Information in strict confidence, shall not disclose Confidential Information to any third party without Company's prior written consent, and shall not use Confidential Information for any purpose other than the performance of duties for Company. Individual shall exercise at least the same degree of care to protect Confidential Information as Individual uses to protect Individual's own confidential information, but in no event less than reasonable care.

2.2 Compelled Disclosure. If Individual is legally compelled to disclose Confidential Information, Individual will provide Company prompt written notice so that Company may seek protective measures or waive compliance. If disclosure is required, Individual will disclose only that portion legally required and will use reasonable efforts to obtain confidential treatment.

3. ASSIGNMENT OF INVENTIONS

3.1 Assignment. Individual hereby assigns and agrees to assign to Company, its successors and assigns, the entire right, title and interest in and to all Inventions conceived, reduced to practice, or developed by Individual during the Term, whether or not during working hours, and whether or not with Company equipment, supplies, facilities or Confidential Information.

3.2 Disclosure and Cooperation. Individual shall promptly disclose in writing to Company full details of all Inventions and shall assist Company, at Company's expense, to secure patents, copyrights, or other proprietary protection in any and all countries, including execution of documents and provision of testimony. Such assistance shall be rendered both during and after the Term.

3.3 Waiver of Moral Rights. To the extent permitted by applicable law, Individual waives and agrees not to assert any moral rights or similar rights in the Inventions against Company or its designees.

4. INVENTION DISCLOSURE; PRIOR INVENTIONS

4.1 Disclosure Requirement. Individual shall disclose to Company, in writing, all Inventions within days of conception or, if later, within a reasonable period after creation of working embodiments.

Prior Inventions (if any):

4.2 Prior Inventions Exception. Individual represents that Individual has listed all inventions owned by Individual prior to the Effective Date in the prior inventions field above. If none, enter "None." Company rights to Inventions exclude only those items expressly identified and unambiguously shown to be prior to the Effective Date.

5. WORK MADE FOR HIRE; LICENSES

5.1 Work Product. To the extent any works created by Individual within the scope of engagement are subject to copyright, the Parties agree such works are "works made for hire" for Company. If any such work is not deemed a work made for hire, Individual hereby assigns all copyright and related rights to Company.

5.2 No Implied Licenses. Except for the limited rights expressly granted herein, no rights or licenses are granted to Individual under Company patents, trademarks or other intellectual property.

6. RETURN OF MATERIALS

Upon termination of Individual's relationship with Company or upon Company's written request, Individual shall promptly return all materials containing Confidential Information and all Company property, and shall delete or return copies of Company software and documentation. Individual shall certify in writing the return or destruction of such materials if requested.

7. TERM; SURVIVAL

The confidentiality and assignment obligations under this Agreement shall commence on the Effective Date and shall continue for the duration of Individual's engagement with Company and, with respect to Confidential Information, for a period of five (5) years following termination, except for trade secrets which shall remain protected for as long as they qualify as trade secrets. Provisions necessary to effect assignment and protection of intellectual property shall survive termination indefinitely.

8. REMEDIES

Individual acknowledges that monetary damages may be inadequate to compensate Company for unauthorized disclosure, misuse of Confidential Information, or failure to assign Inventions and that Company shall be entitled to seek injunctive relief, specific performance and other equitable remedies in addition to any other remedies available at law or equity.

9. REPRESENTATIONS AND WARRANTIES

Individual represents and warrants that Individual has full authority to enter into this Agreement, that signing will not violate any agreement with any third party, and that all information provided regarding prior inventions is true and complete to the best of Individual's knowledge.

10. NOTICES

All notices required or permitted hereunder shall be in writing and deemed given when delivered personally, sent by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as either Party designates by notice in accordance with this Section.

Company Notice Address: Individual Notice Address:

11. AMENDMENT; WAIVER

This Agreement may be amended only by a writing executed by authorized representatives of both Parties. No waiver of any breach shall be deemed a waiver of any subsequent breach, and no waiver shall be effective unless in writing and signed by the Party granting the waiver.

12. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith a substitute provision that most nearly effects the Parties' original intent.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

14. ENTIRE AGREEMENT; COUNTERPARTS

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

15. MISCELLANEOUS

The Parties agree that Company may assign this Agreement and its rights hereunder. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Company Printed Name:

By:

Date:

Individual Printed Name:

Signature:

Date:

What the CIIAA Signed Agreement Is and When It’s Used

The CIIAA Signed Agreement (Confidential Information and Inventions Assignment Agreement) is a contractual document used between employers and employees or contractors to assign ownership of inventions, protect trade secrets, and set confidentiality obligations. It defines confidential information, requires disclosure of prior inventions, assigns future inventions created in scope of work to the employer, and specifies post-termination duties such as return of materials and non-disclosure. The agreement typically contains governing law, representations, and remedies for breach and is executed at hiring or onboarding to preserve clear intellectual property ownership.

Why a Clear, Signed CIIAA Matters to Employers and Creators

A properly drafted CIIAA Signed Agreement clarifies IP ownership, documents consent to assignment, and supports enforcement of trade secret protections while reducing litigation risk through defined remedies and dispute resolution.

Who Typically Executes a CIIAA and How It’s Presented

Employers, general counsel, HR, and hiring managers commonly present the CIIAA during onboarding to secure IP rights and confidentiality.

Startups and technology employers protecting software and inventions created by employees.
In-house legal teams and outside counsel using assignment language to avoid ownership disputes.
Contractors and consultants when contract terms require explicit IP assignment and confidentiality.

The form is also used for contractors and consultants when engagement terms require explicit assignment of inventions and non-disclosure obligations.

Primary Signer Roles and Typical Responsibilities

Employer — Counsel

The employer signatory is typically the company’s general counsel, HR director, or an authorized officer. They confirm the agreement reflects company policy on IP assignment, specify governing law, and have authority to accept assignments and enforce confidentiality on behalf of the business.

Employee — Creator

The employee signer is the inventor or creator who will perform services. They must disclose prior inventions, acknowledge assignment of work-made inventions, and accept confidentiality obligations; their signature creates the contractual basis for transfer of IP rights.

Core Sections to Include in a Professional CIIAA

A complete CIIAA Signed Agreement organizes confidentiality, assignment, prior invention disclosure, consideration, post-termination duties, and breach remedies into distinct, enforceable provisions.

Confidential Information

Define categories of confidential data, exclude publicly known items, and explain permitted disclosures to ensure the agreement protects trade secrets without overbroad language that courts may void.

Invention Assignment

State that inventions created within scope of employment or using employer resources are assigned to the employer, include work-for-hire and future invention language, and clarify patent filing cooperation obligations.

Prior Inventions

Require the employee to list prior inventions and exclude them from assignment; provide attachment for disclosures to avoid later ownership disputes and false assignment claims.

Disclosure Duty

Oblige prompt written disclosure of inventions, specify timing and delivery method, and connect disclosure to assignment and patent prosecution cooperation.

Consideration

State the consideration supporting the assignment (employment, access to resources, bonus) to satisfy contract formation principles and prevent challenges based on lack of consideration.

Remedies & Term

Specify injunctive relief, damages, and survival clauses, set the agreement term for confidentiality obligations, and include governing law and dispute resolution provisions.

Step-by-Step: Prepare and Execute a CIIAA

Follow these sequential steps to prepare, review, and execute the CIIAA in a controlled, auditable process.

01

Draft Template: Use employer-approved language and include a clear IP assignment clause.
02

Review Prior Work: Have the employee list prior inventions and attach disclosures.
03

Signatures: All parties sign, date, and initial required pages.
04

Record Retention: Store executed copies in personnel and legal records.

Configure an Online Workflow for the CIIAA

Set up fields, authentication, and routing so the agreement captures disclosures, signatures, and an audit trail for legal admissibility.

Field	Configuration
Signature Field	Required signature block for each party, enforceable timestamped record.
Initials Field	Place initials at key pages to confirm review of important clauses.
Prior Inventions Attachment	Allow file upload or text entry for prior invention disclosures.
IP Assignment Checkbox	Include an explicit checkbox confirming assignment consent before signing.

Typical Routing and Final Filing for an Executed CIIAA

A typical process routes the CIIAA from HR to legal, then to the signer, and returns the executed copy to central records for retention.

Upload Document: Upload final CIIAA PDF to the signing platform.
Add Fields: Place signature, initials, date, and disclosure fields.
Send to Signer: Email or link the document to the signer with authentication.
Archive Signed: Save executed PDF and certificate in personnel and legal systems.

Platform Capabilities to Support CIIAA Execution

Use an eSignature solution that provides tamper-evident documents, detailed audit trails, and configurable signer authentication for employment agreements.

Integrations: Salesforce, NetSuite, Google Workspace, and HR systems.
File Formats: PDF and DOCX input/output with tamper-evident signed PDF.
Authentication: Email, SMS codes, or advanced signer verification options.

eSignature Pricing and Feature Comparison for CIIAA Execution

Typical vendor plans and core features relevant to signing and storing a CIIAA Signed Agreement are summarized below; signNow is listed first per comparison order rules.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Key Legal Risks if a CIIAA Is Incorrect or Incomplete

Invalid Assignment: May be void without clear language.

Trade Secret Loss: Failure to define secrets undermines protection.

Litigation Costs: Disputes can generate significant legal fees.

Unenforceable Restriction: Overbroad clauses risk judicial severance.

Employment Claims: Improper terms may trigger labor complaints.

Tax Consequences: Incorrect consideration disclosures affect tax treatment.

Common Mistakes When Preparing a CIIAA Signed Agreement

Using vague or overly broad assignment language that sweeps in unrelated outside work and invites later challenges to ownership and enforceability.
Failing to obtain or attach a clear prior inventions disclosure, which can lead to contested patent ownership or allegations of misappropriation.
Not confirming the signatory has authority to bind the employer or not documenting corporate authorization for the signature, creating avoidable defenses.
Neglecting required statutory consumer or data disclosures when the agreement touches on health or financial data, which can create regulatory exposure.

Practical Tips for Accurate, Efficient CIIAA Completion

Apply consistent templates, document version control, and a standard eSigning workflow to reduce errors and maintain auditability.

Use a Standardized Template

Adopt a company-approved template reviewed by counsel. Templates reduce inconsistent clauses and permit faster review while ensuring core assignment and confidentiality language remains enforceable under applicable law.

Collect Prior Inventions Upfront

Require employees to complete a prior inventions section during onboarding. Early disclosure narrows disputed ownership windows and supports clearer patent prosecution strategies if inventions arise.

Ensure Signature Authority

Confirm the employer signer has corporate authorization to accept assignments. Documenting board or HR delegation reduces challenge risk and supports contract validity in disputes.

Preserve an Audit Trail

Use an eSignature platform that records timestamps, IP addresses, and certificate of completion to establish intent, attribution, and retention for legal admissibility.

Two Typical CIIAA Scenarios and Practical Outcomes

These real-world scenarios illustrate how CIIAAs are used at hiring and in research contexts to secure ownership, disclosures, and enforceability.

Early-Stage Startup

A startup required new engineers to sign a CIIAA during onboarding to assign software inventions.

The employees listed prior projects on an attached exhibit.
With clear assignment language and early disclosure the company avoided a later patent ownership dispute and could proceed with filing without contested inventorship claims.

Healthcare Research Group

A research lab used a CIIAA when hiring technicians who handle proprietary assays.

The agreement included HIPAA-related data handling notes.
Because the lab combined a BAA and precise invention assignment language, it preserved research confidentiality and cleared IP ownership for institutional patent filings.

Frequently Asked Questions About the CIIAA Signed Agreement

Answers to common execution, enforceability, and eSignature questions for employers and signers who use the CIIAA.

Need help? Contact support

Is notarization required for enforceability?
Not usually. Employment assignment agreements do not generally require notarization to be enforceable; enforceability depends on clear language, consideration, and signature authority. Notarization can help evidentiary weight in some jurisdictions but is not a universal requirement.
Can the CIIAA be signed electronically?
Yes. Under the ESIGN Act (15 U.S.C. ch. 96) and state UETA frameworks, electronic signatures are valid provided intent, consent, attribution, and reliable record retention are met. Certain narrow exceptions in law may still require wet signatures.
How should prior inventions be handled?
Require the signer to list prior inventions with concise descriptions and dates in a disclosure exhibit. Explicitly exclude listed items from assignment to reduce risk of later contested ownership or claims of inadvertent assignment.
Who must sign for the employer?
An authorized officer, HR director, or general counsel should sign. Corporate authorization (delegation or board resolution) is advisable to document the signer’s authority to accept IP assignments on the company’s behalf.
How long should executed CIIAAs be retained?
Retain executed agreements for the contract term plus additional years based on IP risk and tax or regulatory needs. As a baseline, keep relevant records at least three years; HIPAA records require six years per 45 CFR §164.530(j).
Can a signer revoke or rescind the assignment?
Revocation is limited. Once validly executed and supported by consideration, assignments are binding; revocation may require mutual agreement or court order. Consult legal counsel before relying on unilateral revocation attempts.

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