Narrative. The PIIA is the single most important IP document a startup will ever execute. Every employee, founder, contractor, intern, and advisor must sign one before doing any work for the company. Its core purpose is to ensure that everything the worker creates that is related to the company’s business becomes the company’s property by operation of the agreement — and that all confidential information they learn stays confidential. Big-law practice insists on three non-negotiables: (1) a broad “present assignment” of future inventions (“I hereby assign” not “I will assign” — the former avoids the Stanford v. Roche problem), (2) disclosure of prior inventions on a schedule so there’s no ambiguity about what the worker owned before starting, and (3) state-law carve-outs (California Labor Code § 2870, and similar Washington/Minnesota/Utah/Illinois carve-outs) that exclude inventions developed entirely on the worker’s own time and with no company resources, unrelated to the company’s business. Also standard: non-solicitation of employees/customers, no-conflict representation, and a post-termination obligation to cooperate in further IP paperwork.

THIS PROPRIETARY INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT (this “Agreement“) is entered into as of [DATE] by [INDIVIDUAL NAME] (“Worker“) in favor of [COMPANY NAME], Inc., a Delaware corporation (the “Company“).

1. Services and Consideration

Worker is or will be engaged by the Company as an [employee / independent contractor / advisor / founder]. Worker enters into this Agreement in consideration of the Company’s engagement of Worker and the compensation Worker receives for such engagement, the adequacy of which Worker acknowledges.

2. Proprietary Information

2.1 Definition

“Proprietary Information” means all non-public information relating to the Company’s actual or anticipated business, research, or development, including but not limited to: technical data, trade secrets, know-how, research, product plans, source code, algorithms, designs, customer and supplier lists, prices and costs, marketing plans, business forecasts, personnel information, financial information, and the existence and terms of any agreements or relationships between the Company and any third party.

2.2 Obligations

Worker shall hold all Proprietary Information in strict confidence and shall not use or disclose Proprietary Information except as necessary to perform services for the Company. Worker shall not remove Proprietary Information from the Company’s premises or systems except as required for Worker’s duties, and shall return all Proprietary Information and any copies thereof upon termination of engagement.

3. Assignment of Inventions

3.1 Prior Inventions

Worker has listed on Exhibit A all inventions, original works of authorship, developments, improvements, and trade secrets that were made by Worker prior to the engagement with the Company, that belong solely to Worker or jointly with others, and that relate to the Company’s proposed business (the “Prior Inventions“). If no Prior Inventions are listed, Worker represents that there are none.

3.2 Assignment of Inventions

Worker hereby irrevocably assigns to the Company, and shall assign to the Company, all right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks, and trade secrets, whether or not patentable or registrable under copyright or similar laws, that Worker may solely or jointly conceive, develop, or reduce to practice, or cause to be conceived, developed, or reduced to practice, during the period of Worker’s engagement with the Company, that relate at the time of conception or development to the Company’s business or result from work performed by Worker for the Company (collectively, the “Inventions“).

3.3 Works Made for Hire

Worker acknowledges that all original works of authorship made by Worker within the scope of Worker’s engagement and that are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. To the extent any such works do not qualify as works made for hire, Worker hereby assigns all right, title, and interest therein to the Company.

3.4 State Law Exclusion (California Labor Code § 2870)

Notwithstanding anything in this Agreement to the contrary, the assignment of Inventions in Section 3.2 does not apply to any invention that qualifies fully under the provisions of California Labor Code § 2870 (or any comparable law of the state in which Worker is engaged), which provides in substance that the assignment does not extend to an invention that Worker developed entirely on Worker’s own time without using the Company’s equipment, supplies, facilities, or trade secret information, except for those inventions that either: (a) relate at the time of conception or reduction to practice to the Company’s business or actual or demonstrably anticipated research or development; or (b) result from any work performed by Worker for the Company. A copy of § 2870 is attached as Exhibit B.

3.5 Moral Rights

To the fullest extent permitted by law, Worker waives any and all “moral rights” or similar rights in the Inventions.

3.6 Further Assurances

Worker shall assist the Company, at the Company’s expense, in every proper way to secure the Company’s rights in the Inventions and any copyrights, patents, trademarks, or other intellectual property rights relating thereto. Worker hereby irrevocably appoints the Company and its officers as Worker’s attorney-in-fact, coupled with an interest, to execute and file such documents on Worker’s behalf if Worker is unable or unwilling to do so.

4. Non-Solicitation

During Worker’s engagement with the Company and for a period of twelve (12) months thereafter, Worker shall not, directly or indirectly, solicit for employment or engagement any employee or contractor of the Company, or encourage any such employee or contractor to terminate their relationship with the Company.

5. No Conflict; No Third-Party Information

Worker represents that Worker has no other agreement or obligation that conflicts with Worker’s obligations under this Agreement. Worker shall not bring to the Company or use in performing services for the Company any confidential information of any third party without authorization.

6. Return of Property

Upon termination of engagement, Worker shall promptly deliver to the Company all documents, materials, equipment, and other property belonging to the Company, and shall not retain any copies thereof.

7. Equitable Relief

Worker acknowledges that breach of this Agreement may cause the Company irreparable harm and that the Company shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

8. General Provisions

This Agreement is governed by the laws of the State of [STATE], is binding on Worker’s heirs and assigns, may be amended only in writing, survives termination of engagement, and may be executed in counterparts including by electronic signature.

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WORKER: ACCEPTED BY COMPANY: [COMPANY NAME], Inc.

_________________________ By: _________________________ [INDIVIDUAL NAME] Name: [NAME] Date: ___________ Title: [TITLE]

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Exhibit A — Prior Inventions Exhibit B — California Labor Code § 2870 (or equivalent state law)

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This form is provided for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Every situation is different; consult qualified legal counsel before using or adapting this document. © Montague Law.