A PIIA—proprietary information and inventions assignment agreement—is the core legal document ensuring employee-created IP and confidential knowledge belong to the company.

How it works

New hires sign a PIIA (sometimes combined with confidentiality and non-solicit terms where enforceable). It assigns inventions related to company business, confirms prior invention disclosure, and obligates confidentiality. Contractors need separate assignment clauses in their agreements. Founders should sign PIAA-equivalent assignments at incorporation too.

Diligence lists every employee and advisor with signed agreements. Gaps—especially from pre-incorporation builders—require remedial assignments or risk claims on core patent portfolio and codebases.

International hires and remote contractors need jurisdiction-appropriate IP language. A U.S.-style PIIA alone may not suffice for every country; counsel should review templates when the team globalizes before Series A.

Advisor agreements need IP assignment language too, not just employees. Short advisor grants without PIIA-style clauses are a common gap in pre-seed cap table cleanup.

Why it matters

• Founders: Fix missing PIIAs before fundraising, not during closing week. Stock option grants often reference the PIIA as a condition.
• Investors: Unclean IP chain is a deal-stopper or retrade trigger; budget legal cleanup early.

Run an IP audit before Series A to close assignment gaps from contractors and early collaborators.

Common mistake

Assuming incorporation alone gives the company all IP. Without assignment from creators, individuals may retain ownership of what they built.

Stock option grants are typically contingent on a signed PIIA remaining in effect.

Related ideas

See IP assignment, contractor agreements, patent portfolio, and due diligence checklists.