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: İş Kanunu (Labor Code) and Borçlar Kanunu (Obligations Code) govern IP-assignment effectiveness; non-competition enforceability is strictly limited by Turkish Civil Code Article 444–447 (maximum 2 years, geographic/scope limits, compensation requirements); moral rights under Turkish IP law require careful handling; and employee-invention compensation under Patent/Trademark Law (KHK 6769) may create employee claims to additional compensation for substantial inventions. Vircon Legal advises Turkish founders on PIIA program design, employee/contractor/founder onboarding compliance, IP-ownership remediation for historical gaps, and the coordination of U.S./international PIIA standards with Turkish employment, IP, and contract-law requirements.