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PIIA Template
Proprietary Information and Inventions Agreement

PIIA Agreement: Templates & More

Assigns IP rights to the outputs of work that will be done in the future

Also known as: Proprietary Information and Inventions Agreement, PIIA Agreement, Inventions Assignment Agreement, Confidentiality Agreement, CIIA Agreement

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PIIA Template

This document is a raw output of Ontra's PIIA generator built on Gavel. Make sure to fill out the empty fields (e.g. employer and employee name) before signing.

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What is a PIIA Agreement


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A Proprietary Information and Inventions Agreement (PIIA) is important in protecting your company’s intellectual assets. This agreement, typically between an employer and an employee, outlines the boundaries of proprietary information and inventions conceived during employment. Below, we explore the essential components and additional considerations of a PIIA to enhance its effectiveness and robustness.

Core Components of a PIIA

1. Definition of Proprietary Information and Inventions

The agreement must precisely define what constitutes proprietary information and inventions. This clarity is crucial in preventing ambiguities that could lead to legal disputes.

Proprietary Information May Include:

  • Trade Secrets: These are practices, designs, formulas, processes, or any information that provides a business advantage over competitors who do not know or use it.
  • Business Plans: Detailed plans outlining business strategies, goals, and mechanisms for achieving them.
  • Customer Lists: Information about clients and customers, which may include their preferences, purchasing history, and contact details.

Proprietary Inventions May Include:

  • Patents: Legal documents granting exclusive rights to an invention, preventing others from making, using, or selling the invention without permission.
  • Copyrights: Protection for original works of authorship, including literary, dramatic, musical, and certain other intellectual works.

2. Confidentiality Obligations

The PIIA should specify the mechanisms by which the employee will maintain the confidentiality of proprietary information. This includes:

  • Non-Disclosure: The employee must agree not to disclose any proprietary information to third parties.
  • Secure Handling: Guidelines on how to securely handle and store proprietary information.

3. Post-Termination Protocols

The agreement should clearly outline what happens to proprietary information and inventions if the employee leaves the company. This may involve:

  • Return or Destruction of Information: Employees may be required to return all materials or destroy all copies of proprietary information upon leaving.
  • Continued Confidentiality: Obligations regarding confidentiality often continue even after employment ends.

Additional Considerations for a Robust PIIA

Invention Assignment

The PIIA should include an invention assignment clause. This clause typically states that any invention created by the employee during their employment is the property of the employer. It should detail the process for disclosing such inventions to the employer.

Scope of Applicability

Clarify the scope of the agreement. Does it cover only the information learned during the course of employment, or does it also include information obtained prior to employment? Clear distinctions prevent future conflicts.

Duration of Confidentiality

Specify the duration for which the confidentiality clause is applicable. Some types of information may require perpetual confidentiality, while others may have a time-bound secrecy requirement.

Geographic Scope

In a global economy, specifying the geographic scope of the agreement is vital. This is particularly important for multinational companies or employees who work remotely from different jurisdictions.

Non-Compete Clauses

Some PIIAs include non-compete clauses which restrict the employee’s ability to work in similar industries or start a competing business for a certain period after leaving the company. These clauses must be reasonable in terms of duration, geographic scope, and scope of work to be enforceable.

Legal Consequences

Outline the legal consequences if the agreement is breached. This may include monetary damages, injunctions, or other legal remedies.

Governing Law

Specify which state’s or country’s law will govern the agreement. This is particularly important for companies operating in multiple jurisdictions.


A well-crafted Proprietary Information and Inventions Agreement is essential for protecting a company’s intellectual property and maintaining its competitive edge. By thoroughly defining what constitutes proprietary information and inventions, outlining stringent confidentiality obligations, and detailing post-termination protocols, a PIIA serves as a vital legal safeguard. Incorporating additional considerations such as invention assignment, the scope of applicability, duration and geographic scope of confidentiality, non-compete clauses, legal consequences, and governing law further strengthens the agreement, ensuring comprehensive protection of a company's intellectual assets.

Download a PIIA Agreement template

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PIIA Template

This document is a raw output of Ontra's PIIA generator built on Gavel. Make sure to fill out the empty fields (e.g. employer and employee name) before signing.

PIIA Agreement Word Document

PIIA Agreement PDF

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PIIA Template

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