Proprietary Information and Invention Assignment Agreement (PIIA)

The PIIA is the document in which the service provider (a) assigns to the Company all IP rights developed while they are rendering services to the Company; (b) restricts the use of and prohibits disclosure of the Company’s confidential information; (c) agrees not to poach the Company’s employees, contractors and customers for at least 12 months post-termination; and (d) protects IP assets including the appropriate use of computer and mobile devices, passwords, etc. Everyone performing services on behalf of the Company (employees, contractors, advisors, etc.) must sign a PIIA before their start date. If you fail to get a PIIA signed before a service provider’s start date, you will need to get them to sign a separate confirmatory IP assignment, which will require payment of additional consideration and additional legal fees and hassle. You should only use the form of Consulting Agreement and Consultant PIIA if you are certain that the service provider is a bona fide contractor (when in doubt, they’ll likely be treated as an employee).