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Legal PIIA Form

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LEGAL PIIA FORM

This Proprietary Information and Inventions Assignment Agreement (the "Agreement") is made and entered into as of by and between Company Name: located at , and Individual Name: residing at .

RECITALS

WHEREAS, the Company engages in research, development and commercial activities relating to certain confidential business information, technical data, processes, designs, discoveries and improvements; and

WHEREAS, the Individual will be employed by or perform services for the Company and, in connection therewith, will have access to and may conceive or develop inventions, discoveries, improvements, developments, designs, know-how and trade secrets; and

WHEREAS, the Company requires, as a condition to employment or engagement and receipt of compensation and access to Company materials, that the Individual acknowledge the confidential nature of the Company’s information and assign to the Company certain Inventions and other rights as set forth below.

NOW, THEREFORE, in consideration of the foregoing recitals, the promises herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by the Company or developed by the Individual for the Company, whether in written, oral, electronic or other form, including but not limited to technical data, software, source code, object code, product plans, business and marketing plans, customer lists, pricing, research, processes, models and trade secrets. Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of the Individual, (b) is rightfully received from a third party without breach of an obligation of confidentiality, or (c) is independently developed without use of the Company's Confidential Information, as demonstrated by the Individual's contemporaneous written records.

1.2 "Inventions" means all inventions, discoveries, improvements, works of authorship, mask works, trade secrets and other proprietary developments, whether or not patentable or registrable under copyright or similar laws, that (a) are conceived, reduced to practice or made by the Individual alone or with others during the period of the Individual’s engagement with the Company and (b) relate to the Company's business, actual or demonstrably anticipated research or development, or arise out of the Individual’s use of the Company's time, materials, equipment or Confidential Information.

2. CONFIDENTIALITY OBLIGATIONS

2.1 Non-Disclosure. The Individual shall hold the Company’s Confidential Information in strict confidence and shall not disclose, publish or disseminate such information to any third party except as expressly authorized in writing by the Company. The Individual shall use Confidential Information only for the performance of services for the Company and for no other purpose.

2.2 Permitted Disclosures. The foregoing obligations shall not apply to disclosure to the extent required by applicable law or valid legal process; provided that the Individual gives the Company prompt written notice of any such requirement to allow the Company the opportunity to seek protective measures and cooperates with the Company in any such effort.

3. ASSIGNMENT OF INVENTIONS

3.1 Assignment. The Individual hereby assigns and agrees to assign to the Company all right, title and interest in and to all Inventions. To the extent any such interest cannot be assigned, the Individual hereby irrevocably grants and will grant to the Company a royalty-free, perpetual, irrevocable, transferrable, sublicensable worldwide license to make, have made, use, sell and import such Inventions.

3.2 Disclosure and Documentation. The Individual will promptly disclose in writing to the Company all Inventions and will provide reasonably necessary documentation and assistance to enable the Company to file, prosecute, maintain and enforce patent, copyright, trade secret, or other intellectual property protection. The Individual agrees to execute, at the Company’s expense, any documents reasonably necessary to vest ownership or effect registrations.

4. PRIOR INVENTIONS

The Individual acknowledges that any inventions conceived or reduced to practice prior to the commencement of services for the Company and listed below are excluded from this Agreement. If none, state "None." The Individual represents that the list is complete and accurate.

5. THIRD-PARTY AGREEMENTS; REPRESENTATIONS

The Individual represents and warrants that the Individual is not subject to any agreement or obligation that would interfere with the performance of this Agreement or that would impair the ability to assign Inventions or keep Confidential Information confidential. The Individual will not use the confidential information or proprietary materials of any prior employer or third party in performing services for the Company.

6. RETURN OF MATERIALS

Upon termination of the Individual’s relationship with the Company or upon the Company’s written request, the Individual shall promptly deliver to the Company all Company materials, documents, records, prototypes, devices, media and other tangible items containing or embodying Confidential Information or Inventions.

7. REMEDIES

The Individual acknowledges that monetary damages may be an inadequate remedy for breach of this Agreement and that the Company shall be entitled to seek injunctive or other equitable relief without posting bond, in addition to any other remedies at law or in equity. The Company shall also be entitled to recover reasonable attorneys' fees and costs incurred in enforcing this Agreement.

8. TERM; SURVIVAL

The confidentiality obligations hereunder shall survive the termination of the Individual’s engagement for a period of five (5) years, except for trade secrets which shall survive for so long as such information remains a trade secret under applicable law. The obligations of assignment and cooperation with respect to Inventions shall survive indefinitely.

9. CONSIDERATION

The Individual acknowledges that the receipt of employment, continued engagement, access to Company Confidential Information and other good and valuable consideration constitute sufficient and adequate consideration for this Agreement.

10. NOTICES

All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered in person, sent by certified mail (return receipt requested), or delivered by nationally recognized overnight courier to the addresses set forth below or to such other address as either party may designate by notice:

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in the county of .

12. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be amended only by a written instrument signed by both parties.

13. WAIVER; COUNTERPARTS

No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. This Agreement may be executed in counterparts and delivered by electronic means, each of which will be deemed an original and all of which together constitute one instrument.

14. MISCELLANEOUS

The Individual agrees to cooperate with the Company, both during and after the term of engagement, and to sign any documents reasonably requested by the Company to effectuate the purposes of this Agreement. The Company shall reimburse the Individual for reasonable expenses incurred in connection with any such cooperation when pre-approved in writing.

Employee Consultant Other:

Company Printed Name:

By:

Date:

Individual Printed Name:

By:

Date:

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What the Legal PIIA Form Is and when it applies

The Legal PIIA Form (Proprietary Information and Inventions Assignment) is a written agreement used by employers to secure employee obligations regarding confidentiality, proprietary information, and assignment of inventions created during employment. It defines confidential categories, ownership of intellectual property, disclosure and invention-reporting procedures, and post-employment duties such as return of company materials. The form is commonly used at hiring, during equity or project-based engagements, and when contractors have access to trade secrets or development work that the employer needs to own or control.

Why a clear PIIA matters for enforceability and risk control

A well-drafted PIIA clarifies ownership of inventions, limits later disputes, and preserves trade secret protections. For electronic execution, ensure the record meets ESIGN (15 U.S.C. ch. 96) and state UETA requirements so signatures and stored records are admissible under U.S. law.

Why a clear PIIA matters for enforceability and risk control

Who typically uses a Legal PIIA Form

The form is adaptable for employees, consultants, and certain contractor relationships when control of inventions or proprietary data is essential.

  • Startups and employers issuing equity to founders and engineers who will develop code or products.
  • Research institutions and healthcare employers engaging staff on sponsored projects.
  • Professional services and financial firms protecting proprietary models and client work.

Primary signer roles and typical authority

Employee / Inventor

An employee or contractor who assigns rights to the employer. The signer must be the legal person who created or will create the work; inaccurate identity or incomplete disclosure can jeopardize assignment enforceability and tax reporting.

Company Representative

An authorized officer or HR delegate executes on behalf of the employer. The representative should have explicit signing authority and include a printed name and title to establish corporate consent and attribution.

Key clauses and structural elements to include

A robust PIIA contains specific sections that define scope, assignment, disclosure obligations, exceptions, remedies, and governing law to reduce ambiguity and improve enforceability.

Confidential Information

Precise definition of what is confidential (trade secrets, client lists, code, formulas) and exclusions such as publicly known information or independently developed materials.

Invention Assignment

Clear assignment language obligating the signer to assign inventions conceived or reduced to practice within scope of employment or using employer resources.

Disclosure Procedures

Steps and timelines for the employee to disclose inventions and cooperate with patent filings, including required invention disclosure forms.

Post-Termination Duties

Obligations to return property, maintain confidentiality, and assist with prosecution of patents after separation from the company.

Exclusions/State Carve-Outs

Statements recognizing statutory exceptions where required by law (for example, state inventor-assignment limits) and carve-outs for prior inventions.

Governing Law & Remedies

Choice of law, injunctive relief provisions, and remedies for breach to give predictability in enforcement and dispute resolution.

Essential information fields to collect

Full Legal Name: Enter full legal name.
Job Title: List current role.
Employer Entity: Legal business name.
Effective Date: MM/DD/YYYY format.
Prior Inventions: List or attach prior inventions.
Signature Block: Signer name and date.

Step-by-step: completing a PIIA form

Follow these practical steps to prepare, review, and execute a PIIA with attention to accuracy and required approvals.

  • 01
    Prepare draft: Customize assignment scope and exclusions before sending.
  • 02
    Attach exhibits: Include invention disclosure templates or schedules as needed.
  • 03
    Review legal: Have counsel confirm state-law compliance and carve-outs.
  • 04
    Execute signatures: Collect signatures, dates, and witness or notary if required.

How to configure the PIIA workflow online

Set up a repeatable electronic workflow to collect signatures, disclosures, and HR approvals with consistent field validation.

Field Validation Rules Require name, date, and prior inventions field completion.
Signer Order Employee signs first, then company representative countersigns.
Authentication Level Use email and optional SMS code for signer verification.
Document Retention Store signed PDF plus audit trail for compliance.
Notifications Notify HR and legal when executed.

Where to send or file the completed PIIA

Determine final document destinations to support recordkeeping, IP prosecution, and personnel files.

  • HR Records: Store executed PIIA in the employee’s personnel file.
  • Legal Department: Keep a copy for patent prosecution and legal review.
  • Employee Copy: Provide the signer a full executed copy.
  • Secure Archive: Retain tamper-evident signed PDFs long-term.

Options for digital signing and distribution

Ensure the chosen platform produces an auditable certificate of completion, preserves the signed record, and aligns with ESIGN/UETA requirements for admissibility.

  • Supported Formats: PDF, DOCX, and PDF/A for archives.
  • Integrations: Connectors for HR or document management systems.
  • Authentication: Email, SMS, and advanced signer verification.

Timing considerations and processing expectations

Track key timing: when the form must be signed relative to hire date, patent disclosure windows, and retention obligations.

At Hire:

Execute PIIA as part of onboarding to reduce future ownership disputes.

Invention Disclosure Window:

Require timely disclosure once an invention is conceived or reduced to practice.

Patent Deadlines:

Coordinate filings quickly; assignment delays can complicate chain of title.

Post-Separation:

Enforce return of materials and continuing confidentiality obligations.

Record Retention:

Keep executed forms for the retention period required by company policy and applicable law.

Common preparation and execution errors to avoid

  • Using vague invention scope language that omits limits and invites litigation over whether specific work is covered.
  • Failing to collect prior invention schedules, exposing the employer to claims the invention predated employment.
  • Permitting unsigned or backdated documents; these can be vulnerable to challenge in court or during patent prosecution.
  • Relying on simple image-over-PDF signatures without an audit trail or secure retention that satisfies ESIGN/UETA requirements.

Consequences of an incorrect or incomplete PIIA

Ownership Dispute: Litigation risk.
Patent Chain Issues: Clouded title.
Trade Secret Loss: Reduced protection.
Contractual Invalidity: Enforceability questions.
Regulatory Exposure: Industry-specific penalties.
Recruiting Impact: Reputational risk.

Real-world examples of electronic PIIA use

Organizations use electronic signing to streamline onboarding and to maintain auditable assignment histories for patent and trade-secret records.

Tech Data — Enterprise

Tech Data deployed electronic agreements to centralize signed documents and approvals.

  • Bulk send reduced turnaround time for distributed teams.
  • The approach allowed consistent assignment records for intellectual property and improved coordination between HR and legal for large-scale hiring.

Martin Properties — Small Business

Martin Properties processed employment and contractor assignments online to avoid in-person signings.

  • Mobile signing enabled remote execution.
  • This ensured executed agreements were archived with audit trails, reducing uncertainty about inventor attribution during subsequent property-related developments.

eSignature vendor comparison for executing PIIA forms

Comparison focuses on starting price, trial availability, bulk send, audit trail, HIPAA compliance, and envelope cap — features relevant when selecting a platform for PIIA execution.

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 Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about the Legal PIIA Form

Answers to common questions about execution, enforceability, electronic signing, and recordkeeping for PIIAs under U.S. law.


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