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Employee PIIA Form

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EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT (PIIA)

Personal Information

Position Information

Proposed Start Date:   Salary (annual):

Full-time    Part-time    Contractor

Employment History (most recent first)

Education

References

Proprietary Information and Inventions — Key Terms

Definition of Proprietary Information: For purposes of this Agreement, "Proprietary Information" includes all confidential, proprietary, technical, financial, business and product development information of the Company, whether tangible or intangible, whether disclosed orally, in writing, or by inspection, including trade secrets, customer lists, pricing, business plans, software, source code, data, formulas, designs, drawings and any other information designated as confidential or which should reasonably be understood to be confidential.

Assignment of Inventions: Employee hereby assigns and agrees to assign to the Company, without additional compensation, all right, title and interest in any and all inventions, discoveries, improvements, works of authorship, designs, processes, formulae, methods, know‑how and trade secrets (collectively, "Inventions") that Employee conceives, develops or reduces to practice, either alone or jointly with others, during the period of Employee's engagement with the Company to the extent they: (a) relate to the Company's business or actual or demonstrably anticipated research or development; (b) result from any work performed for the Company; or (c) utilize the Company's equipment, supplies, facilities, trade secret information or Proprietary Information.

Exceptions and Prior Inventions: Employee shall disclose promptly in writing all prior inventions that Employee claims are excluded from this assignment. Employee represents that the prior inventions list below describes all inventions that Employee has developed prior to employment that Employee believes should be excluded from this Agreement. If none, check the box "No prior inventions" and leave the list blank.

No prior inventions to disclose

Disclosure and Cooperation: Employee agrees to promptly disclose to the Company in writing all Inventions and to provide the Company, at the Company's expense, all reasonably requested assistance to secure patents, copyrights or other protection for such Inventions in any and all countries. Employee further agrees to execute documents and undertake acts necessary to vest title in the Company.

Confidentiality Obligations: Employee shall hold in confidence and not disclose, use or permit the use of any Proprietary Information except as required in the performance of duties for the Company or as authorized in writing. These obligations apply both during and after employment and survive termination.

Return of Materials: Upon termination of Employee's engagement or at the Company's request, Employee shall immediately return all tangible items and materials containing Proprietary Information, including notes, documents, electronic files and any other materials.

Remedies and Equitable Relief: Employee acknowledges that breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate, and that the Company shall be entitled to injunctive relief and other equitable remedies in addition to any other remedies available at law or in equity.

Governing Law; Severability: This Agreement shall be governed by the laws of the jurisdiction specified by the Company without regard to its conflicts of law principles. If any provision is found to be unenforceable, the remaining provisions shall remain in full force and effect.

Legal Disclosures

At-Will Employment: Employment with the Company is on an at-will basis, unless a written agreement signed by an authorized Company representative expressly provides otherwise. Either the Company or Employee may terminate the employment relationship at any time, with or without cause and with or without notice.

Equal Employment Opportunity: The Company is an equal opportunity employer. Employment decisions are made without regard to protected characteristics under applicable law.

Authorizations and Certifications

Background Check and References: I authorize the Company to contact former employers and the references I have provided and to obtain background checks, including verification of education, employment history and any criminal records as permitted by law. I understand that continued employment may be contingent upon the results of such checks.

I consent to employment background and reference checks as described above.

Applicant Certification: I certify that all information provided in this document is true, complete and correct to the best of my knowledge. I understand that falsification, omission or misrepresentation may result in refusal of employment or termination of employment.

Disclosure of Inventions / Additional Information

Employee acknowledges that this Agreement constitutes the entire agreement with respect to Proprietary Information and Inventions and supersedes any prior agreements on the same subject between Employee and the Company, except as expressly provided in a separate written agreement executed by both parties.

Employee Printed Name:

By:

Date:

Employer Printed Name:

By:

Date:

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What the Employee PIIA Form Is and when it applies

The Employee PIIA Form (Proprietary Information and Inventions Assignment) is a written agreement used by employers to define ownership, confidentiality, and invention-assignment obligations for employees and contractors. It typically requires signers to disclose any inventions, assign intellectual property created during employment to the employer, and confirm duty to protect confidential business information. The form clarifies scope of covered inventions, applicable compensation, and post‑employment restrictions tied to trade secrets or proprietary data. Employers use it to reduce ownership disputes, document confidential obligations, and provide a clear record of consent and assignment for later enforcement.

Why a clear PIIA matters for employers and employees

The Employee PIIA Form helps employers secure intellectual property rights, preserve trade secrets, and document assignment of inventions. It creates clear expectations for employees, supports enforcement of confidentiality obligations, and reduces litigation risk by capturing consent and assignment in a written, signed record.

Why a clear PIIA matters for employers and employees

Who typically completes and relies on the Employee PIIA Form

Employers, HR teams, and in-house counsel commonly issue the Employee PIIA Form during hiring, onboarding, or when job duties change.

  • Hiring managers — include PIIA with offer to secure IP rights before start date.
  • Engineering and R&D employees — often required to assign inventions created during employment.
  • Contractors and consultants — use tailored clauses to limit scope and duration of assignment.

Keep signed PIIA records with personnel files and share copies with legal counsel for enforceability and future reference.

Step-by-step: completing and recording the Employee PIIA Form

Follow these steps to complete, sign, and file an Employee PIIA Form accurately in personnel records.

  • 01
    Prepare form: Use employer template and update role-specific provisions.
  • 02
    Review clauses: Ensure invention scope, compensation, and confidentiality terms are clear.
  • 03
    Sign & witness: Obtain employee signature and notarization or witness if state requires.
  • 04
    Record retention: File signed copy in HR record and secure electronic archive.

Core elements to include in a professional Employee PIIA Form

A professional Employee PIIA Form balances clear IP assignment language, confidential information definitions, compensation terms, disclosure requirements, and execution blocks for signatures and witnesses.

IP Assignment

Defines what inventions, discoveries, and works-for-hire are assigned to the employer, including scope by time, subject matter, and whether contractor or off-duty creations are included.

Confidential Info

Specifies categories of confidential and proprietary information, required handling and non-disclosure steps, permitted disclosures to legal counsel, and exceptions for public or independently developed information to avoid overly broad coverage.

Disclosure Duty

Requires employees to disclose inventions promptly, provide descriptions and dates, and cooperate with assignment formalities such as executing patent applications or supplementary agreements and assisting with prosecution if needed.

Exclusions

Lists employer-excluded items such as prior inventions listed on an attached schedule, personal projects developed entirely off-duty without employer resources, and pre-existing IP with dates and documentation.

Compensation

Describes any consideration, invention assignment compensation, or inventor awards, including formulae, payment timing, and dispute resolution for contested claims, and clarifies whether standard pay suffices as consideration.

Execution

Provides signature blocks for employee and employer, space for printed names and dates, and optional witness or notary acknowledgments to meet state authentication requirements and retention instructions.

Security and compliance basics relevant to PIIA records

Encryption: AES-256 encryption at rest.
Transport Security: TLS 1.2 and TLS 1.3 in transit.
Audit Trail: Complete signing history captured.
HIPAA: BAA required for PHI.
Certifications: SOC 2, ISO 27001, PCI DSS
Access Controls: Role-based access and MFA.

Common risks and legal consequences to watch for

Invalid Assignment: Overbroad scope may be unenforceable.
Tax Consequences: Unreported inventor payments trigger withholding.
I-9 Issues: Employment verification mismatch risk.
Patent Disputes: Competing claims increase litigation likelihood.
Missing Signatures: Unsigned forms lack legal weight.
State Variation: Requirements differ by jurisdiction.

Avoid these common drafting and process mistakes

  • Overly broad invention definitions that capture unrelated personal projects create enforceability problems and increase litigation risk; narrowly define subject matter and include carveouts for prior inventions.
  • Failing to disclose founder or prior inventions on the attached schedule can allow employees to argue ownership, especially when dates and documentation are incomplete.
  • Using inconsistent titles or names across payroll, patent filings, and the PIIA causes administrative confusion and may complicate enforcement in trademark or patent litigation.
  • Relying on oral agreements or informal email approvals instead of signed PIIA documents weakens assignment claims and often fails the ESIGN/UETA legal validity tests.

Typical e-signing flow for an Employee PIIA Form

Typical execution flow for an Employee PIIA Form, from preparation to signed record storage and distribution.

  • Upload: Add the PIIA PDF to the signing platform.
  • Place fields: Insert signature, date, and disclosure fields into document.
  • Send to signer: Use secure link or email with authentication options.
  • Archive: Save completed PDF and preserve audit trail.

Workflow settings to configure for digital PIIA collection

Configure the digital workflow for e-signature collection, signer authentication strength, routing order, and secure archival settings.

Field Configuration
Authentication level and verification methods Email link, SMS code, or KBA as needed.
Routing order and signer sequencing Specify signer order and parallel or sequential routing.
Field validation and conditional rules Use required fields, format checks, and conditional logic.
Retention and access control policies Set archival duration, access roles, and export settings.
Notifications, reminders, and escalation settings Configure automated reminders and escalation for unsigned documents.

Platform capabilities to check before e-signing PIIAs

Use platforms that support secure PDF, audit trails, and required signer authentication for Employee PIIA Forms.

  • File types: PDF and Word DOCX formats.
  • Integrations: Salesforce, NetSuite, Google Workspace.
  • Authentication: Email, SMS, SSO options.

Timing: when to collect, update, and retain PIIA documents

Key timing and deadlines to collect, file, and retain Employee PIIA Forms and related assignment documentation.

Provide at hire or before start:

Include signed PIIA with offer package or first-day onboarding.

Disclose inventions promptly upon identification:

Employees must disclose inventions as soon as reasonably practicable with descriptions and dates.

Amend on role change or promotion:

Update the PIIA if duties substantially change or new IP responsibilities arise.

Retain records for statutory periods:

Follow federal and state retention rules; keep for audit and potential litigation.

Review PIIA forms periodically for compliance:

Conduct audits to ensure signatures, dates, and disclosures are complete.

Key milestones from offer to long-term retention

Key processing milestones for an Employee PIIA Form from offer to long-term retention are listed below in sequential order.

01

Offer Issued

Provide PIIA with offer letter and request signature prior to start.

02

Onboarding Sign

Collect signed PIIA during new-hire paperwork session.

03

Ongoing Disclosures

Require timely invention disclosures and periodic confirmations while employed.

04

Post-Term Retention

Maintain records and apply retention schedule after termination.

Vendor pricing and feature comparison for eSignature when using Employee PIIA Forms

Comparison of common eSignature plans and features relevant when executing Employee PIIA Forms; signNow is listed first for vendor alignment.

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 Varies Varies

Frequently asked questions and practical answers

Common questions about completing, signing, and enforcing Employee PIIA Forms, including electronic signature and retention concerns, are answered below.


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