What is Proprietary Information and Inventions Assignment Agreement?
A Proprietary Information and Inventions Assignment Agreement (PIIA): also called Confidentiality and Inventions Assignment Agreement (CIIA) or Employee Invention Assignment Agreement: is the foundational IP-protection document signed by every employee, founder, contractor, and consultant of a venture-backed company. The PIIA accomplishes three critical functions: (i) assignment of all work-product IP developed by the individual during their engagement to the company; (ii) confidentiality obligations protecting company information; and (iii) non-solicitation and (where enforceable) non-competition restrictions following departure.
The IP-assignment component is the most operationally critical: without a properly-executed PIIA, the company may not own IP developed by founders, employees, or contractors: even IP central to the business. This creates substantial M&A and financing risk: investors and acquirers require representations that company IP is clean and owned, and IP-ownership gaps surfaced during due diligence can derail transactions, require expensive remediation (signing PIIAs years after the fact, sometimes requiring meaningful compensation to the individual), or trigger purchase-price adjustments.
Standard PIIA terms include: (i) scope of IP assignment: typically covering all inventions, code, designs, documents, and creative works developed during the engagement, plus pre-engagement work in certain narrow circumstances; (ii) carve-outs for pre-existing IP: preserving the individual’s ownership of IP developed before engagement (typically required to be listed on a schedule); (iii) moral rights waiver in jurisdictions recognizing such rights (particularly important for non-U.S. jurisdictions including Türkiye); (iv) further-assurances obligations: requiring the individual to sign additional documents and provide cooperation supporting the company’s IP rights; (v) confidentiality obligations covering company trade secrets, business information, customer/employee/financial data; and (vi) restrictive covenants: non-solicitation (typically enforceable), non-competition (variable enforceability), non-disparagement.
The PIIA must be executed as part of the onboarding process and BEFORE the individual begins any meaningful work for the company. Retroactive signing has reduced legal effectiveness: courts and tax authorities may treat post-hoc PIIAs as gifts or compensation events, undermining the clean-IP-transfer characterization. Common PIIA-execution failures include: founders who never executed PIIAs in their own companies (the most common and most consequential failure), contractors engaged without PIIAs, employees with informal verbal-agreement onboarding rather than documented PIIA execution, and acquired-company employees joining without PIIA migration documentation.
For Turkish-founded startups, PIIA implementation requires coordination of U.S./international PIIA standards with Turkish employment-law constraints. Turkish-law specifics include: Law No. 5846 on Intellectual and Artistic Works (Article 18) and Industrial Property Law No. 6769 (Articles 113 to 120) govern rights in works and inventions created by employees; non-competition enforceability is strictly limited by Turkish Code of Obligations (TBK) Articles 444–447 (written form, maximum 2 years save special circumstances, limits on place, time and type of work; no statutory compensation requirement, although the judge weighs any consideration the employer has undertaken); moral rights under Turkish IP law require careful handling; and employee-invention compensation under Industrial Property Law No. 6769 may create employee claims to additional compensation for substantial inventions.
Sources. Law on Intellectual and Artistic Works No. 5846, Industrial Property Law No. 6769 and California Labor Code § 2870.