---
title: "What Is PIIA?"
term: "PIIA"
description: "A PIIA (proprietary information and inventions assignment agreement) is a contract where employees assign company-related inventions and IP to the employer and agree to confidentiality obligations."
date: 2026-07-25T00:00:00.000Z
updated: 2026-07-25T00:00:00.000Z
topics: ["venture-capital"]
source: https://venturecapitaltracker.com/glossary/piia
---

# What Is PIIA?

> A PIIA (proprietary information and inventions assignment agreement) is a contract where employees assign company-related inventions and IP to the employer and agree to confidentiality obligations.

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](/glossary/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](/glossary/patent-portfolio), and due diligence checklists.

## FAQ

### What is a PIIA in simple terms?

It is the standard employee IP agreement: work you create for the company belongs to the company, and you keep confidential stuff confidential. Often signed at hire alongside offer letters.

### Why does PIIA matter?

Missing PIIAs from early engineers or contractors can block financings and acquisitions. Investors and acquirers want clean assignment of code, patents, and trade secrets.


---
Source: https://venturecapitaltracker.com/glossary/piia