confidentiality and invention assignment agreement amazon

Amazon Is Forcing Employees to Sign NDAs That Prevent Union Organizing, NLRB Says

ONE EMAIL. ONE STORY. EVERY WEEK. SIGN UP FOR THE VICE NEWSLETTER.

By signing up, you agree to the Terms of Use and Privacy Policy & to receive electronic communications from Vice Media Group, which may include marketing promotions, advertisements and sponsored content.

Confidentiality and Invention Assignment Agreement

A confidentiality and invention assignment agreement is typically signed by all founders and employees of company. The agreement creates a confidential relationship between the parties to protect any type of confidential and proprietary information and assigns all relevant work product to the company during the signors employment with the company.

Any [ GREEN ] highlighted language is intended to be filled in by the user. Any [ YELLOW ] highlighted language is considered optional or conditional by the attorney community. Consult with an attorney before using this document. This document is not a substitute for legal advice or services. Refer to our Terms of Use for more details.

This form has been prepared for general informational purposes only. It does not constitute legal advice, advertising, a solicitation, or tax advice. Transmission of this form and the information contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship. You should not rely upon this document or information for any purpose without seeking legal advice from an appropriately licensed attorney, including without limitation to review and provide advice on the terms of this form, the appropriate approvals required in connection with the transactions contemplated by this form, and any securities law and other legal issues contemplated by this form or the transactions contemplated by this form.

Hire the top business lawyers and save up to 60% on legal fees

Content Approved by UpCounsel

• Atlanta Employment Lawyers
• Austin Employment Lawyers
• Boston Employment Lawyers
• Chicago Employment Lawyers
• Dallas Employment Lawyers
• Houston Employment Lawyers
• Los Angeles Employment Lawyers
• New York Employment Lawyers
• Philadelphia Employment Lawyers
• San Francisco Employment Lawyers
• Seattle Employment Lawyers
• Jacksonville Employment Lawyers
• Las Vegas Employment Lawyers
• Phoenix Employment Lawyers
• Portland Employment Lawyers
• San Diego Employment Lawyers
• San Jose Employment Lawyers
• View All Employment Lawyers

Download Document

Located in the U.S.?

Not located in the u.s., optional, will help us get you started faster.

LEGAL NOTICE: We strongly suggest you have this document customized to your unique situation, because you might require additional clause(s) to better protect your business from potential legal issues.

LEGAL NOTICE: We strongly suggest you customize this document to suit you or your client's unique situation. You may require additional clause(s) to better protect you or your client’s business from potential legal issues.

Want to grow your practice?

Create your profile today and gain access to free marketing and practice management tools. Once your profile is complete, you will be reviewed for the UpCounsel Marketplace where approved attorneys can find and manage new or existing clients.

If you do not see an email from UpCounsel in the next few minutes, please check your spam box. Add: [email protected] to your email address book. This will help ensure future email delivery.

Share this document

Send to your friends, partners or attorney..

• Skip to primary navigation
• Skip to main content
• Skip to primary sidebar
• Skip to footer

Legal Templates

Home Business Assignment Agreement CIIAA

Confidential Information and Invention Assignment Agreement Template

Use our confidential information and invention assignment agreement to protect the work employees produce on company time.

Updated February 5, 2024 Reviewed by Brooke Davis

A confidential information and invention assignment agreement (CIIAA)  protects intellectual property like trademarks and patents, work products, business ideas, and internal processes.

It prevents the loss of this information by unscrupulous competitors or those seeking to claim the idea as their own. A business has the right to protect its intellectual property when it contributes its funds and resources to ideas or inventions, and a confidential information and invention assignment agreement can provide this protection.

What Is a Confidential Information and Invention Assignment Agreement?

When to use a confidential information and assignment agreement, limits on invention assignment agreements, how to write a ciia agreement, is a confidential information and invention assignment agreement enforceable, confidential information and invention assignment sample.

A confidential information and invention assignment agreement is a legal contract that gives an employer certain rights to inventions. These inventions refer to all the work that employees create during their employment with company resources, on company time, and for the company.

This agreement requires the employee to disclose inventions to the employer and “assign” ownership rights of the invention. The document will also state that the employee must assist the employer in obtaining a patent on the invention, when applicable.

You may want to use a confidential information and invention assignment agreement if:

• You own or manage a business and want to protect intellectual property.
• You work in human resources and need to update documents covering intellectual property.
• You want to protect against the disclosure of confidential information related to an invention.
• You want to ensure exclusive ownership of an invention.

There are limitations to what a confidential information and invention assignment can do. Some of these restrictions are placed by state law. For example, California ( California Labor Code § 2870 ) and Washington ( Washington Revised Code § 49.44.140 ) will not enforce an agreement when the invention was created entirely on the employee’s time and if they didn’t use any employer resources to invent it.

This limitation can deal with complicated nuances, but it is essential to understand that this agreement’s provisions must comply with state law.

The burden of proof usually rests with the employee to show they didn’t use company resources or knowledge in making their invention. Showing this proof may be challenging for the employee, so the agreement will likely remain enforceable despite any challenges by the employee.

Follow these steps to write an effective CIIA agreement:

Step 1 – Describe the Invention Assignment

Most contracts will assign intellectual property rights from the employee to the employer. These clauses will precisely define the invention and intellectual property that the company will own.

It should also specify all rights the employee is ceding to the employer . If the employee is to retain a partial interest as part of your agreement, this clarification will also be included here.

Step 2 – Explain the Confidentiality Requirements

This section will explain that any information related to the invention is confidential. It will also warn of the penalties for a breach of confidentiality.

The employee is not permitted to disclose the information except as permitted by the employer or the contract.

Outlining the effect of a breach helps to create an enforceable contract and warn the employee that you are serious. Some CIIA’s may also contain non-disclosure clauses to ensure confidentiality.

Step 3 – Highlight Any Exceptions

Some states require that a confidentiality and invention agreement have exceptions. This usually includes exceptions for employees who did not use company time, intellectual property, or resources in creating their invention.

Failure to include this exception is often damaging to the contract if a state requires exceptions.

Step 4 – Include Non-Compete Clauses

Many CIIAs include non-compete clauses as well. These clauses state that the employee isn’t allowed to enter business in the same industry for a certain period after leaving the company.

This clause prevents an employee from taking inventions they’ve made during their employment to another competitor or using them in a business of their own.

Non-competes have particular legal requirements in many jurisdictions to be enforceable. In certain professions, a non-compete may be against public policy and unenforceable. Make sure that an attorney analyzes your agreement to ensure it’s enforceable.

Step 5 – State the Duration of Agreement

The contract must explain when the employee’s inventions will become the company’s property. Many clauses explain how this will happen automatically at a particular time or the commencement of a specific event.

This is usually when the company employs the employee and can extend the employment for a certain period.

Step 6 – Provide the Governing Law

Provide the name of the state that will govern the agreement . If an issue arises in the future, you can refer to that particular state’s laws for guidance on how to proceed.

A properly drafted CIIA agreement is legally enforceable. It’s a contract between the employee and the employer and must comply with your state’s general contract requirements. It should typically include:

• Clear terms of the agreement
• Mutual acceptance of the terms
• An offer and an acceptance
• Consideration for the contract

CIIA agreements, in particular, must meet your state’s specific legal requirements. Different jurisdictions may require certain elements to enforce the confidentiality & invention assignment agreement.

This sample CIIA template can help you get started on drafting your own. Download it below as a PDF or Word File:

Related Documents

• Copyright Infringement : Use this document to warn violators who are copying, stealing, or imitating your original work that you will take legal action unless they stop.
• Trademark Infringement Cease and Desist Letter : Use this document to let offending parties know they are violating your trademark.
• Employee Non-Disclosure Agreement : An employee NDA is used to make sure employees don't use or make public information learned while working through the company.
• Interview Non-Disclosure Agreement : Protects your company from any disclosure of information made to a candidate who applies for a position.
• Mutual Non-Disclosure Agreement : An agreement written to protect both parties entering into the agreement.
• Legal Resources
• Partner With Us
• Terms of Use
• Privacy Policy
• Do Not Sell My Personal Information

The document above is a sample. Please note that the language you see here may change depending on your answers to the document questionnaire.

Thank you for downloading!

How would you rate your free template?

Click on a star to rate

Confidentiality And Invention Assignment Agreement

Jump to Section

What is a confidentiality and invention assignment agreement.

A confidentiality and invention assignment agreement is an agreement put in place to create protections around developing technology and intellectual property. Typically used by companies, this agreement ensures that a company retains the rights to any proprietary information or intellectual property that employees may be developing on behalf of the company.

Confidentiality and invention assignment agreements have two parts. The first part deals with confidentiality and creates terms and conditions around what a party may or may not publicly or privately disclose in regards to their work for the company. The second part, the invention portion, deals with the development of new technology, products, or other proprietary information that an employee may create as part of their job.

Common Sections in Confidentiality And Invention Assignment Agreements

Below is a list of common sections included in Confidentiality And Invention Assignment Agreements. These sections are linked to the below sample agreement for you to explore.

Confidentiality And Invention Assignment Agreement Sample

Reference : Security Exchange Commission - Edgar Database, EX-10.29 9 dex1029.htm CONFIDENTIALITY, NON-INTERFERENCE AND INVENTION ASSIGNMENT AGREEMENT , Viewed October 13, 2021, View Source on SEC .

Who Helps With Confidentiality And Invention Assignment Agreements?

Lawyers with backgrounds working on confidentiality and invention assignment agreements work with clients to help. Do you need help with a confidentiality and invention assignment agreement?

Post a project  in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate confidentiality and invention assignment agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.

Need help with a Confidentiality And Invention Assignment Agreement?

Meet some of our confidentiality and invention assignment agreement lawyers.

Experienced sports and entertainment attorney. I specialize in contracts, business formation, licensing, wage disputes, negotiations, and intellectual property.

I am an attorney licensed in both California and Mexico. I offer a unique blend of 14 years of legal expertise that bridges the gap between diverse legal landscapes. My background is enriched by significant roles as in-house counsel for global powerhouses such as Anheuser-Busch, Campari Group, and Grupo Lala, alongside contributions to Tier 1 law firms. I specialize in navigating the complexities of two pivotal areas: AI/Tech Innovation: With a profound grasp of both cutting-edge transformer models and foundational machine learning technologies, I am your go-to advisor for integrating these advancements into your business. Whether it's B2B or B2C applications, I ensure that your company harnesses the power of AI in a manner that's not only enterprise-friendly but also fully compliant with regulatory standards. Cross-Border Excellence: My expertise extends beyond borders, with over a decade of experience facilitating cross-border operations for companies in more than 20 countries. I am particularly adept at enhancing US-Mexico operations, ensuring seamless and efficient business transactions across these territories.

Ramanathan C.

Dual Qualified New York Attorney & Enrolled NZ Barrister & Solicitor

Transactional and Employment Attorney and Small Business Owner. I do inside counsel work from the outside. I demystify the law for my clients.

Elizabeth V.

Most of my career has been as in-house counsel for technology companies. My responsibilities included managing all vendor/procurement contracts and compliance, customer/partner/reseller contracts and compliance, data security/privacy compliance and incident responses, HR/employment issues, and legal operations. I am very comfortable negotiating Commercial Contracts, Vendor Agreements, and Procurement Contracts for goods, services, and licensing, as well as addressing Employment & Labor, Intellectual Property, and Data Privacy issues and compliance. I specialized and have a certificate in IP in law school and continued to develop in that area as in-house counsel for Interactive Intelligence, Genesys, which are unified communication companies, and KAR Global in the automobile digital services lines of business.

Since 2008, I have worked to assist clients in solving problems and addressing challenges that inevitably arise as a business grows - both anticipated and unexpected. My experience in Georgia and Tennessee in both drafting contracts and enforcing them via litigation and/or arbitration has provided clients with unique insights that help them anticipate problems and inform their decisions from start to finish.

I am an attorney licensed in Alabama and have been in solo practice for 7 years. I have experience in Contracts drafting and review, Litigation and Immigration practice areas. I am available for new projects.

Find the best lawyer for your project

Employment lawyers by top cities.

• Austin Employment Lawyers
• Boston Employment Lawyers
• Chicago Employment Lawyers
• Dallas Employment Lawyers
• Denver Employment Lawyers
• Houston Employment Lawyers
• Los Angeles Employment Lawyers
• New York Employment Lawyers
• Phoenix Employment Lawyers
• San Diego Employment Lawyers
• Tampa Employment Lawyers

Confidentiality And Invention Assignment Agreement lawyers by city

• Austin Confidentiality And Invention Assignment Agreement Lawyers
• Boston Confidentiality And Invention Assignment Agreement Lawyers
• Chicago Confidentiality And Invention Assignment Agreement Lawyers
• Dallas Confidentiality And Invention Assignment Agreement Lawyers
• Denver Confidentiality And Invention Assignment Agreement Lawyers
• Houston Confidentiality And Invention Assignment Agreement Lawyers
• Los Angeles Confidentiality And Invention Assignment Agreement Lawyers
• New York Confidentiality And Invention Assignment Agreement Lawyers
• Phoenix Confidentiality And Invention Assignment Agreement Lawyers
• San Diego Confidentiality And Invention Assignment Agreement Lawyers
• Tampa Confidentiality And Invention Assignment Agreement Lawyers

ContractsCounsel User

Confidentiality/Non disclosure agreement - Publicly traded company HUGE upside potental

Location: north carolina, turnaround: over a week, service: drafting, doc type: confidentiality agreement, number of bids: 6, bid range: $150 - $750, a2a initial presentation meeting, location: arkansas, turnaround: less than a week, number of bids: 2, bid range: $300 - $600, related contracts.

• Bereavement Policy
• BYOD Policy
• Code of Conduct
• Code of Ethics
• Collective Bargaining Agreement
• Compensation Agreement
• Conflict of Interest Policy
• Consulting Agreement
• Contract for Employment
• Contract Services Agreement

other helpful articles

• How much does it cost to draft a contract?
• Do Contract Lawyers Use Templates?
• How do Contract Lawyers charge?
• Business Contract Lawyers: How Can They Help?
• What to look for when hiring a lawyer

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Find lawyers and attorneys by city

Navigating the CIIA Agreement: Essential Insights for Inventors and Employers

Short Answer:

A CIIA Agreement protects business innovation by having employees assign intellectual property to the employer, ensuring confidentiality. It’s vital for a secure, innovative environment, with its enforceability reliant on state laws, underscoring the need for legal counsel.

Introduction and Key Takeaways

As an attorney with over a decade of experience, including working with AM Law 200 firm Locke Lord LLP on Venture Capital, M & A, and private equity transactions, I understand the critical importance of protecting intellectual property in fostering innovation. A Confidential Information and Invention Assignment (CIIA) Agreement is crucial for businesses to secure their ideas and inventions. It ensures employees assign their intellectual creations to the employer, underpinning a culture of confidentiality and innovation. Compliance with state laws is key, highlighting the indispensable role of expert legal counsel in drafting enforceable agreements.

• A CIIA Agreement establishes a legal framework for determining the ownership of intellectual property created by employees, maintaining confidentiality, and assigning invention rights to the employer, all of which are essential for protecting a company’s ideas and sensitive information.
• The enforceability of a CIIA Agreement is subject to state law variations, highlighting the importance of compliance and the necessity for companies to seek legal counsel to ensure the agreement is robust and adheres to relevant regulations in different jurisdictions.
• Real-world case studies reveal the complexities and legal challenges related to CIIA Agreements and underscore the need for careful drafting, particularly of non-compete and non-solicitation clauses, to ensure their validity and enforceability.

Understanding the CIIA Agreement: Key Components and Objectives

A CIIA Agreement isn’t merely a standard contract, it acts as a crucial safeguard for businesses. Designed to delineate intellectual property rights, confidentiality obligations, and invention assignment terms between employers and employees, this agreement is an integral part of the employer-employee relationship. It provides a clear framework for intellectual property rights, ensuring that the creativity fostered within the company benefits the business itself.

Essentially, the CIIA Agreement forms the bedrock of a company’s protection strategy for its most valued asset – its ideas.

Intellectual Property Rights in CIIA Agreements

Intellectual property rights form the backbone of a CIIA Agreement. They vest the rights and ownership of inventions and confidential or proprietary information created by employees in the company. This underscores the importance for enterprises to have employees sign confidentiality and inventions assignment agreements, thereby securing these rights. Notably, these agreements also protect existing intellectual property and information, preventing unauthorized disclosure to third parties.

Resolving disputes over intellectual property can be a tricky business . Fortunately, a well-crafted CIIA Agreement includes measures to streamline this process. These include:

• Requiring employees to maintain the company’s confidential information in confidence
• Assigning ownership of any intellectual property created by the employee to the company
• Securing IP rights for the company to the employees’ inventions, including subject matter pertaining to the company’s objectives.

Confidentiality Requirements in CIIA Agreements

Confidentiality is a cornerstone of a successful business, and a CIIA Agreement provides a robust framework for the protection of sensitive information. Confidentiality requirements serve to safeguard the company’s trade secrets, proprietary information, and other sensitive data from unauthorized disclosure or misuse. Fundamentally, these requirements cultivate a culture of trust within the organization, ensuring confidence proprietary information acquired remains secure.

Defining what constitutes company’s confidential information is a critical aspect of a CIIA Agreement. Generally, confidential information includes all confidential knowledge, data, and information of the company, including inventions and confidential all trade secrets. Standard provisions regarding confidentiality mandate employees to maintain confidentiality, refrain from disclosing information to third parties without prior written consent, and specify procedures for the return or destruction of confidential information upon termination of the agreement. Violating confidentiality can lead to severe repercussions including financial damages, termination of employment, and potential legal action.

Invention Assignment Terms in CIIA Agreements

Invention assignment agreements form an integral part of a CIIA Agreement. They serve to grant the employer specific rights to inventions developed or conceived by the employee during their course of employment. The ‘integration’ clause, also known as the “entire agreement” clause, ensures that the invention assignment agreement is all-encompassing, preventing any informal supplementary oral or written agreement. It is crucial to have the invention assignment agreement signed by both parties to ensure its validity.

The transfer of rights from employees to employers is a pivotal aspect of the invention assignment terms. It specifies that any inventions developed during the employee’s tenure with the company are to be owned by the employer. Employees are obligated to reveal these inventions and transfer ownership rights to the employer, which may involve aiding the employer in securing patents.

However, enforcement of an invention assignment may not be possible in certain states if the invention was created during the employee’s working hours and without the use of employer resources. In such scenarios, it is the employee’s duty to demonstrate that the invention meets these criteria.

To avoid potential disputes regarding ownership of such inventions, employees are requested to list all prior invention owned they have created, including any such prior invention, before their employment.

Crafting an Effective CIIA Agreement: Best Practices

The creation of an effective CIIA Agreement demands meticulous planning and meticulous attention to detail. The agreement should:

• Clearly outline the types of intellectual property it covers
• Provide a comprehensive and balanced contract that accurately reflects the rights and responsibilities of both parties
• Manage potential exceptions effectively
• Incorporate non-compete clauses to safeguard the employer’s interests.

These best practices, coupled with legal guidance, can help to navigate the intricacies involved, ensuring a robust and enforceable CIIA Agreement.

Clarity on Ownership

Ensuring clarity on ownership in a CIIA Agreement is pivotal to avoid disputes and facilitate a smooth employer-employee relationship. This can be accomplished by incorporating suitable non-disclosure agreements, employee confidential/proprietary information, and invention assignment agreements. It’s also imperative to specifically delineate the types of intellectual property covered by the agreement and include comprehensive terms pertaining to IP ownership.

Incorporating a proprietary information and inventions assignment agreement (PIIA) can further aid in clarifying ownership issues within a CIIA Agreement. This agreement should explicitly outline the ownership of intellectual property generated by advisors, consultants, contractors, and employees while working for the company and delineate the categories of intellectual property it encompasses. Clearly specifying ownership rights in a CIIA Agreement ensures that the company possesses indisputable right, title, and interest in all inventions created by the individual during their employment.

Handling Exceptions

Dealing with exceptions effectively in a CIIA Agreement is instrumental to its success. Exceptions provide clarity and address specific circumstances where confidentiality obligations may not apply, thereby reducing uncertainties and potential financial exposure. Typical exclusions encompass scenarios such as:

• The agreement being overly restrictive or unclear, leading to potential oversight of inventions
• Absence of specific provisions in the agreement
• Limitations on invention assignment agreements only during the employee’s tenure

Detailing exceptions in a standardized manner helps to maintain clarity and consistency. Additionally, these exceptions play a crucial role in ensuring compliance with state laws by offering the flexibility to make necessary adjustments in cases where the agreement may contradict specific legal requirements.

Incorporating Non-Compete Clauses

Non-compete clauses in CIIA Agreements serve to prevent employees from participating in activities that could potentially place the company at a competitive disadvantage, thereby safeguarding confidential information. Typically, these clauses entail limitations on employees from engaging in work for competitors or initiating a competing business for a defined duration subsequent to their departure from the company.

Enhancing the enforceability of non-compete clauses involves:

• Careful drafting to guarantee their enforceability and compliance with state laws
• Engaging legal counsel to navigate the intricacies involved
• Ensuring clarity and reasonableness in scope and duration
• Clearly delineating the protected interests
• Providing consideration to the employee in exchange for agreeing to the non-compete

These steps can aid in enhancing the same legal force and enforceability, especially when dealing with such third party agreements.

Enforceability and Compliance: Navigating State Laws and Regulations

State laws govern the enforceability of CIIA agreements, and the disparities in these laws can present challenges for organizations operating across multiple locations. It’s critical to understand these variations and comply with the regulations in each state to ensure the enforceability of the CIIA Agreement. Regulations regarding Confidential Information and Invention Assignment (CIIA) Agreements vary from state to state, and include state statutory limitations and notice requirements.

Non-compliance with state laws when drafting a CIIA Agreement may result in its invalidation in certain states, impacting its enforceability. Furthermore, there may be monetary penalties, known as Stipulated Penalties, for the non-compliance. Hence, it is crucial to have a clear understanding of the specific regulations, which necessitates seeking guidance from employment counsel for the most precise and up-to-date legal counsel.

The Role of Legal Counsel in CIIA Agreements

Legal counsel holds a significant position in the formulation and enforcement of a CIIA Agreement. They ensure adherence to relevant laws, safeguard the interests of all parties, scrutinize and negotiate terms, and guarantee enforceability. Moreover, the review process by legal counsel involves ensuring that confidentiality provisions are in place, and comprehensively assessing the language of the agreement to clarify rights and obligations.

Counsel ensures enforceability by meticulously drafting clear terms that mandate employees to maintain the company’s confidential information in strict confidence and to abstain from using or disclosing it without authorization. They also provide invaluable guidance on compliance with state laws, offering guidance on compliance and aiding in safeguarding the rights and interests of all parties involved. In case of disputes, legal counsel collaborates with specialist employment and intellectual property law counsels to provide guidance on the proper transfer of IP rights and formulate resolution strategies.

Implementing and Managing CIIA Agreements in the Workplace

The implementation of CIIA Agreements in the workplace necessitates clear communication, mutual agreement, and appropriate acknowledgments from employees. Training also plays a pivotal role in the effective management of CIIA agreements within the workplace. A comprehensive employee training program that aligns with the requirements of the agreement can safeguard the company’s investment in its personnel.

Monitoring adherence to CIIA Agreements is equally important. This can be achieved by conducting annual reviews, performing audits, creating related policies and procedures, and implementing training and contract approval and monitoring processes. Additionally, companies can ensure that all employees are informed about the CIIA Agreement by implementing a mandate that requires employees to maintain the company’s confidential information with the utmost confidentiality and to refrain from using or disclosing it inappropriately.

Real-World Scenarios: Case Studies and Lessons Learned

Insights into the complexities of CIIA Agreements can be gleaned from real-world scenarios and case studies. Influential court rulings, such as Snepp v. United States, have set important precedents for government employment contracts. However, there have been cases where non-solicitation and non-compete clauses in CIIA Agreements were found to be unenforceable, often due to their excessive breadth or restrictiveness. Some key points to consider are:

• Real-world scenarios and case studies provide valuable insights into CIIA Agreements.
• Court rulings, like Snepp v. United States, have established important precedents.
• Non-solicitation and non-compete clauses can be unenforceable if they are too broad or restrictive.

Conflicts have arisen when companies seek to assert intellectual property rights over their employees’ inventions, leading to occasional employment disputes. Companies have effectively resolved these disputes by implementing clear terms in employment contracts and intellectual property assignment agreements, which diminish the probability of disputes and define the ownership of intellectual property rights.

Understanding, crafting, implementing, and managing CIIA Agreements is a complex task that requires careful consideration of various factors. From ensuring clarity on ownership and handling exceptions to incorporating non-compete clauses and navigating state laws and regulations, each step is crucial in safeguarding a company’s intellectual property and maintaining business confidentiality. However, with careful planning, legal guidance, and adherence to best practices, companies can create robust and enforceable CIIA Agreements that protect their interests and foster a secure environment for innovation.

Frequently Asked Questions

What is a ciiaa agreement.

A Ciiaa agreement is a legal document used to assign all intellectual property and proprietary rights created by an employee to the employer during the course of their employment.

What does executed a confidentiality and invention assignment agreement mean?

Executed a confidentiality and invention assignment agreement means that employees agree to assign intellectual property and proprietary rights created during their employment to the employer. This ensures protection of the employer’s interests in any inventions or confidential information.

What is an employee intellectual property assignment agreement?

An employee intellectual property assignment agreement is a contract that transfers ownership of intellectual property created by employees to the employer during their employment.

What is the purpose of a non-compete clause?

The purpose of a non-compete clause is to prevent employees from engaging in activities that could harm the company’s competitiveness. It aims to protect the company’s interests.

How does legal counsel contribute to a CIIA Agreement?

Legal counsel contributes to a CIIA Agreement by ensuring adherence to relevant laws, safeguarding the interests of all parties, scrutinizing and negotiating terms, and guaranteeing enforceability. This is crucial for a robust and legally sound agreement.

Legal Disclaimer

The information provided in this article is for general informational purposes only and should not be construed as legal or tax advice. The content presented is not intended to be a substitute for professional legal, tax, or financial advice, nor should it be relied upon as such. Readers are encouraged to consult with their own attorney, CPA, and tax advisors to obtain specific guidance and advice tailored to their individual circumstances. No responsibility is assumed for any inaccuracies or errors in the information contained herein, and John Montague and Montague Law expressly disclaim any liability for any actions taken or not taken based on the information provided in this article.

Contact Info

Address: 5422 First Coast Highway Suite #125 Amelia Island, FL 32034

Phone: 904-234-5653

Table of Contents

Schedule a consultation.

" * " indicates required fields

More Articles

Choosing the Best Entertainment Contract Lawyer to Navigate Your Creative Future

An entertainment contract lawyer provides expertise spanning contract negotiation, intellectual property protection, and legal advice, ensuring fair and legally sound agreements. Such lawyers are indispensable for artists navigating entertainment law, offering protection against common pitfalls and advocating for their rights in various agreements

Specific Performance in Real Estate: How to Overcome Obstacles in 2024 and Achieve Victory

Short Answer:  Specific performance in real estate enforces the actual

Breaking into Entertainment Law: Essential Tips for Aspiring Lawyers in 2024

Entertainment law safeguards artists’ creations and guides companies through legal intricacies. It encompasses intellectual property, contract negotiations, and digital age compliance, providing essential protection and advice within the industry.

• Skip to primary navigation
• Skip to main content
• Skip to primary sidebar

HKM Employment Attorneys LLP

HKM » Employment Blog » Former Employee Sues Amazon Over Invention and Noncompetition Agreement

Former Employee Sues Amazon Over Invention and Noncompetition Agreement

July 30, 2013 by Daniel Kalish

Seattle-based company Amazon is facing a lawsuit from a former employee who is fighting an employment agreement that gave the company ownership of his invention and included a noncompetition clause. According to GeekWire, Amazon recently gave the employee the rights to his patent, but it did not agree to stop using the employee’s invention. This case illustrates some of the issues that employment agreements can cause.

Can Employers Claim Their Employees’ Inventions?

Generally, an inventor owns the rights to his invention. Washington law permits employment agreements that require an employee to give or assign his invention rights to the employer. However, an employer cannot claim an employee’s invention if:

-The employee developed it entirely on his own time -The employee did not use any of the employer’s resources or trade secrets -The invention did not result from the employee’s work for the employer -The invention does not directly relate to the employer’s business or future research and development plans

Are Noncompetition Agreements Allowed?

Washington courts will uphold a noncompetition agreement as long as it is reasonable and fair. To determine whether a noncompete clause is reasonable, courts will usually look at three factors:

-Is the agreement necessary to protect the employer’s legitimate business interests? -Are the restrictions on the employee no more than what is reasonably necessary to protect those business interests? -Will the public be harmed by losing the employee’s services and skills?

Is the Agreement Enforceable?

Even if the employee has agreed to an invention assignment or noncompetition agreement, it may not be an enforceable contract.

One key issue is whether an employee signed the agreement before or after starting work. If the employee signed it before starting work, then an invention assignment or noncompetition agreement will probably be considered a condition for hiring the employee. However, if the employee has started work, then the company must give the employee something valuable in return for his signing the agreement. The employer must give something that the employee is not already entitled to, such as a bonus or extra vacation days. This was an issue in the Amazon case. The employee signed the invention assignment agreement after he started work, but he claimed that the company did not give him anything in return.

Another important question is what the employee and the employer thought the contract meant. In order for a contract to be enforceable, both sides must agree to its terms. If the employee thought he was agreeing to X, while the employer thought he was agreeing to Y, then there may be no contract. This was also an issue in the Amazon case. The employee signed the invention assignment and noncompetition agreements thinking that he would be working on the Kindle e-readers. After he signed the contract, the employee learned that he would be working on the Kindle Fire tablets. It is possible that this difference could invalidate the contract.

Employment agreements that include invention assignment or noncompetition clauses can be tricky for both employees and employers. If you are a have questions about an employment agreement, contact an employment lawyer for advice.

Related Articles

Contact us at 1-800-791-1007 to see if we can help you. We are always available . Se habla español

HKM Employment Attorneys LLP - Office Locations

404 Not found

• Find a Lawyer
• Ask a Lawyer
• Research the Law
• Law Schools
• Laws & Regs
• Newsletters
• Justia Connect
• Pro Membership
• Basic Membership
• Justia Lawyer Directory
• Platinum Placements
• Gold Placements
• Justia Elevate
• Justia Amplify
• PPC Management
• Google Business Profile
• Social Media
• Justia Onward Blog

Q: What does executed confidentiality and invention assignment agreement mean?

I received a termination email saying I executed confidentiality and invention assignment agreement from amazon. What does this even mean? All I do is work and come home so I'm not this makes sense to me

• Kennewick, WA
• Licensed in Washington
• (509) 948-0943
• Email Lawyer

A: Termination Email sounds like termination from employment from Amazon. If you work or worked for Amazon then their terms of employment likely required you to retain in confidence and to assign any inventions you created to Amazon.

Justia Ask a Lawyer is a forum for consumers to get answers to basic legal questions. Any information sent through Justia Ask a Lawyer is not secure and is done so on a non-confidential basis only.

The use of this website to ask questions or receive answers does not create an attorney–client relationship between you and Justia, or between you and any attorney who receives your information or responds to your questions, nor is it intended to create such a relationship. Additionally, no responses on this forum constitute legal advice, which must be tailored to the specific circumstances of each case. You should not act upon information provided in Justia Ask a Lawyer without seeking professional counsel from an attorney admitted or authorized to practice in your jurisdiction. Justia assumes no responsibility to any person who relies on information contained on or received through this site and disclaims all liability in respect to such information.

Justia cannot guarantee that the information on this website (including any legal information provided by an attorney through this service) is accurate, complete, or up-to-date. While we intend to make every attempt to keep the information on this site current, the owners of and contributors to this site make no claims, promises or guarantees about the accuracy, completeness or adequacy of the information contained in or linked to from this site.

• Bankruptcy Lawyers
• Business Lawyers
• Criminal Lawyers
• Employment Lawyers
• Estate Planning Lawyers
• Family Lawyers
• Personal Injury Lawyers
• Estate Planning
• Personal Injury
• Business Formation
• Business Operations
• Intellectual Property
• International Trade
• Real Estate
• Financial Aid
• Course Outlines
• Law Journals
• US Constitution
• Regulations
• Supreme Court
• Circuit Courts
• District Courts
• Dockets & Filings
• State Constitutions
• State Codes
• State Case Law
• Legal Blogs
• Business Forms
• Product Recalls
• Justia Connect Membership
• Justia Premium Placements
• Justia Elevate (SEO, Websites)
• Justia Amplify (PPC, GBP)
• Testimonials

• Collections

Confidential Information and Inventions Assignment Agreements (CIIAA)

Also known as Proprietary Information and Inventions Assignment Agreements (or PIIAAs), Confidential Information and Inventions Assignment Agreements ensure that intellectual property and other proprietary rights created by employees during the course of their employment are assigned to the employer.

Effective CIIAAs assign intellectual property to the company and also contain nondisclosure, nonsoliciation, and (in some cases) noncompetition clauses (beware, though, that in some states, such as California, noncompetition clauses in these types of agreements are not enforceable and, accordingly, should not be included). Inventions or intellectual property created by the employee prior to beginning their employment are carved-out from the assignment by this type of agreement.

• Incorporation Package (Delaware)
• Form of Employee Confidential Information and Inventions Assignment Agreement (Singapore)
• Form of Employee Offer Letter (Singapore)
• PBC Incorporation Package (Delaware)
• Glossary: Inventions Assignment Agreement An inventions assignment agreement is a typical feature of an independent contractor or employee agreement where the worker agrees to assign any intellectual property arising from the worker's services to the company.

Want to receive the latest info from Cooley GO?

Sign up now

Give us feedback

Visit Cooley

Cooley LLP, Cooley (UK) LLP, and Cooley SG LLP. All rights reserved.

COOLEY® and the COOLEY LLP® logo are registered U.S. service marks of Cooley LLP.

COOLEY GO is a trademark of Cooley LLP.

We use cookies to improve your experience on our site.

By using our website, you agree to our use of cookies. Find out more information on how we use cookies and how you can change your settings in our cookie policy .