Drafting Confidentiality and Invention Assignment Agreements manually requires extensive legal research, careful clause customization, and meticulous attention to state-specific requirements. Corporate attorneys and in-house counsel spend hours adapting templates, ensuring comprehensive IP protection, and coordinating non-solicitation provisions that comply with jurisdictional restrictions.
Drafting comprehensive CIAAs requires navigating complex multi-jurisdictional requirements, from California Labor Code 2870 limitations to DTSA whistleblower notices. Manual drafting takes 4-5 hours per agreement, with significant risk of missing critical statutory provisions or using overbroad restrictions that courts won't enforce.
CaseMark generates fully customized, jurisdiction-compliant CIAAs in minutes. Our AI analyzes your company documents, applies state-specific invention assignment limitations, incorporates required statutory notices, and produces execution-ready agreements that protect your IP while respecting employee rights.
This workflow is applicable across multiple practice areas and use cases
CIAA agreements are fundamental employment and consulting documents that protect company IP and confidential information when engaging workers and independent contractors.
This workflow directly addresses the core transactional employment practice of drafting confidentiality and IP assignment agreements for employees and consultants, which is a primary deliverable in this practice area.
VC and PE investors require portfolio companies to have comprehensive CIAA agreements in place as a condition of investment to protect IP assets and company value.
Investment due diligence always includes review of employee IP assignments, and investors often require startups to implement or update CIAA agreements before closing funding rounds.
IP licensing attorneys need CIAA agreements to ensure proper assignment of employee inventions before licensing company IP to third parties and to verify chain of title.
Proper IP assignment from employees is a prerequisite for licensing transactions, and this workflow ensures the company has clear ownership of IP assets before licensing them.
M&A due diligence requires reviewing employee IP assignment agreements to confirm the target company owns its intellectual property assets and has protected trade secrets.
Acquirers scrutinize CIAA agreements during due diligence to verify IP ownership and identify potential gaps in IP protection that could affect valuation or deal structure.
Employment litigators rely on CIAA agreements to enforce non-solicitation provisions, trade secret protections, and IP ownership claims when former employees join competitors or start competing businesses.
Well-drafted CIAA agreements are critical evidence in employment disputes involving trade secret misappropriation, breach of confidentiality, and IP ownership conflicts.
CaseMark automatically incorporates California Labor Code Section 2870 limitations, which exclude inventions developed entirely on the employee's own time without company resources, unless they relate to the company's business or result from work performed for the company. The agreement includes the full statutory text as an exhibit and contains compliant carve-out language. For employees in other states with similar statutes (DE, IL, KS, MN, NC, UT, WA), jurisdiction-specific provisions are included.
The agreement defines Confidential Information comprehensively to include technical data, trade secrets, business strategies, customer lists, financial information, and product development plans. It includes clear exceptions for publicly available information and independently developed materials. The confidentiality obligations continue indefinitely for trade secrets and for a specified period (typically 3-5 years) for other confidential information, with return and destruction requirements upon termination.
CaseMark tailors restrictive covenants based on your jurisdiction's enforceability standards. For California, North Dakota, and Oklahoma, non-competes are excluded due to statutory prohibitions. For other jurisdictions, the agreement includes carefully scoped employee and customer non-solicitation provisions with reasonable duration (typically 12-24 months). Non-competition provisions are included only where enforceable and appropriately limited in scope, duration, and geography based on recent case law.
The agreement automatically includes the federally required Defend Trade Secrets Act immunity notice, which informs employees they cannot be held liable for confidential disclosure of trade secrets to government officials or attorneys for purposes of reporting suspected legal violations. This notice is required for all agreements entered into or updated after May 11, 2016, and CaseMark ensures compliant language is included in every agreement.
The agreement includes a prior invention disclosure exhibit (Exhibit A) where employees list all pre-existing inventions that relate to the company's business and should not be assigned. This protects both parties by establishing a clear baseline of what the employee owned before employment versus what was created during employment. If no prior inventions are listed, the employee represents that none exist, preventing future ownership disputes.
Yes. The agreement includes survival provisions ensuring confidentiality obligations, invention assignment duties, and restrictive covenants continue after termination. It requires post-employment cooperation with IP prosecution efforts (with reasonable compensation), includes a power of attorney for executing IP documents if the employee becomes unavailable, and specifies return of all company materials and confidential information upon departure with written certification of compliance.