Proprietary Information & Inventions Agreement (PIIA)

 

Do You Actually Own Your Code? Or Does Your Developer?

Download the 2026-2027 Proprietary Information & Inventions Assignment (PIIA).

Secure Your IP. Protect Trade Secrets. Pass Due Diligence.

The "Handshake" Equity Trap.

You hired a developer. You paid them. They wrote the code. You assume you own it.
You are wrong.

Under US Copyright Law, without a specific written assignment agreement, the creator of the work owns the copyright—not the company paying for it.

This is the #1 reason startup acquisitions fail. If a Due Diligence team finds that your founding engineer never signed a PIIA, that engineer effectively holds your company hostage. They can demand equity, royalties, or force you to rewrite your entire codebase.

The Legal Attorney PIIA Kit is the "Ironclad" assignment agreement used by top-tier startups to ensure 100% of the Intellectual Property belongs to the corporation, not the individuals.

What You Get Inside the Master File:

The "Work Made For Hire" Assignment (Article II)
A comprehensive legal transfer clause that assigns all rights, titles, interests, patents, and copyrights from the employee to the Company immediately upon creation.

The "Prior Inventions" Carve-Out (Exhibit A)
A mandatory disclosure form where employees must list their pre-existing IP. This prevents the "I wrote that code before I joined" lawsuit by forcing them to declare their IP assets on Day 1.

The Generative AI Leakage Ban (Article I)
Updated for 2026, this clause specifically prohibits employees from pasting your trade secrets, API keys, or customer data into public AI models (like ChatGPT), protecting your proprietary data from becoming public training sets.

The Non-Solicitation Defense (Article IV)
Drafted to survive the recent FTC Non-Compete bans, this section focuses on protecting your "Human Capital." It legally bars ex-employees from poaching your staff or soliciting your customers for 12 months after leaving.

The California Labor Code 2870 Notification (Article VI)
Includes the mandatory statutory notice required for employees in CA, WA, MN, and IL, ensuring your agreement isn't thrown out of court for overreaching into an employee's personal time.

Why Founders Need This Specific Agreement:

It Makes You "Investable"
Investors will not sign a check until they see PIIAs for every employee. This document is formatted to slide straight into your "Legal Data Room."

It Secures the "Side Hustle"
If your employee uses your laptop to build a competing app on the weekend, who owns it? This agreement defines the "Scope of Employment" and "Company Resources" to ensure you own what is built on your dime.

It Handles the Exit
Includes Exhibit B (Termination Certification), a critical document that forces departing employees to verify under penalty of perjury that they have returned all data and devices.

Don't Build a Unicorn on Borrowed Land.

Today's Price: $99 | Save over 30% off the $145 retail price.
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Frequently Asked Questions

Does this replace a Non-Compete?

Largely, yes. Since traditional Non-Competes are becoming unenforceable across the US, this PIIA relies on strict Confidentiality and Non-Solicitation clauses to protect your business without violating new labor laws.

Do I need this for contractors too?

Yes, but you should use a slightly different version (Independent Contractor Agreement) which we also offer. This PIIA is specifically designed for W-2 Employees and Co-Founders.

What if I already have employees who didn't sign this?

You have a "Gap." You need to have them sign this immediately. You may need to offer them a small bonus (consideration) to sign it retroactively. Consult a lawyer if they refuse.

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