What is a CIIAA?

Many start-ups rely on the proprietary and confidential information developed by their service providers. In order to protect its rights in such information, a corporation will often include protection of such matters in a Confidential Information and Inventions Assignment Agreement (or CIIAA) with all employees.

In such agreements, the employee will often agree, among other things:

• not to use any confidential information of the company (including inventions, discoveries, concepts and ideas which are useful or related to the business of the company and which are conceived by the employee during the period of his or her employment);
• to disclose promptly to the company any inventions he or she may make, develop, or conceive during the period of his or her employment, with an agreement that all such inventions shall be and remain the property of the company;
• that all records and other materials pertaining to confidential information, and all other records or materials developed by the employee during the course of employment, will be and remain the property of the company and, upon termination of his or her employment, will be returned to the company; and
• that the employee’s employment with the company does not and will not breach any agreement or duty which the employee has with anyone else, nor will the employee disclose to the company or use in its behalf any confidential information belonging to others.