Michigan Confidential Information & Inventions Assignment (CIIA) Agreement Template

Use a CIIA Agreement to protect your intellectual property and all work produced by employees on company time.

A Confidential Information and Inventions Assignment (CIIA) Agreement safeguards internal corporate procedures, work products, and intellectual property like trademarks and patents.

It stops dishonest rivals or those attempting to claim the idea as their own from stealing this information.

When a firm contributes money and resources to an invention, it has the right to safeguard its intellectual property.

Table of Contents

What is a Confidential Information & Inventions Assignment (CIIA) Agreement?

A Confidential Information and Inventions Assignment (CIIA) Agreement, often referred to as a Confidentiality Agreement or simply an Assignment Agreement, is a legal contract that is commonly used in the business world, particularly in employment relationships. This agreement serves several important purposes:

  1. Protection of Confidential Information: A CIIA Agreement is primarily used to protect an organization's confidential information. It establishes that the recipient (usually an employee) has a legal obligation to keep the company's proprietary and confidential information confidential, both during and after their employment or engagement with the organization.
  1. Inventions and Intellectual Property: In addition to protecting confidential information, CIIA Agreements typically include provisions related to inventions and intellectual property. These provisions often state that any inventions or intellectual property created by the employee during their employment with the company belong to the company and not to the employee.
  1. Non-Compete and Non-Solicitation: Some CIIA Agreements may include non-compete and non-solicitation clauses. Non-compete clauses restrict employees from working for competitors or starting a competing business for a specified period after leaving the company. Non-solicitation clauses prevent employees from soliciting the company's clients or employees for a certain period after their departure.
  1. Duty of Loyalty: CIIA Agreements often include a "duty of loyalty" clause, which requires employees to act in the best interests of the company and refrain from engaging in activities that could harm the company's business.
  1. Return of Company Property: The agreement may also specify that upon termination of employment, the employee must return all company property, including documents, data, equipment, and materials.
  1. Dispute Resolution: It may outline the procedure for resolving disputes related to the agreement, such as through arbitration or litigation.
  1. Duration and Governing Law: The agreement typically specifies the duration of its validity and the governing law under which it is interpreted and enforced.

CIIA Agreements are particularly important for organizations that deal with sensitive or proprietary information, such as technology companies, research institutions, and businesses with valuable intellectual property. By having employees sign such agreements, companies can legally protect their interests and maintain control over their confidential information and inventions.

It's worth noting that the enforceability of CIIA Agreements can vary by jurisdiction, and the specific terms and conditions of these agreements can vary widely from one organization to another. Employees are encouraged to carefully review the terms of any agreement they are asked to sign, and they may seek legal advice if they have concerns or questions about the agreement's provisions. Additionally, the enforceability of non-compete and non-solicitation clauses can be subject to legal limitations in certain jurisdictions.

Limits on Invention Assignment Agreements

Invention Assignment Agreements (IAAs) are legal contracts used by employers to assign intellectual property rights to inventions and creations developed by employees during their employment. While these agreements serve important purposes in protecting a company's intellectual property, there are limits and legal considerations that vary by jurisdiction. Here are some common limits and considerations to keep in mind:

  1. Scope of Assignment:
    • IAAs should be limited to inventions and creations that are related to the employee's job responsibilities or that were created using the company's resources or on company time. Assigning all inventions, regardless of their relevance to the job, may not be enforceable in some jurisdictions.
  1. Independent Creations:
    • In many jurisdictions, IAAs may not cover inventions or creations that were developed entirely independently by the employee without using the company's confidential information or resources. Employees should have the right to work on personal projects unrelated to their jobs without those projects being subject to the agreement.
  1. Reasonableness of Restrictions:
    • Non-compete and non-solicitation clauses within IAAs may be subject to limits on their enforceability. Courts often consider the reasonableness of these restrictions, including their duration, geographic scope, and the nature of the employer's business.
  1. Consideration:
    • For an IAA to be legally binding, there must be adequate consideration, which generally means that the employee receives something of value in exchange for signing the agreement. Continued employment, access to confidential information, or other job-related benefits can serve as consideration.
  1. Public Policy and Statutory Protections:
    • Some jurisdictions have laws that protect employee rights to inventions, especially if the invention was created entirely on the employee's own time and without using the employer's resources. IAAs may not be enforceable in situations where they conflict with these statutory protections.
  1. Notice and Transparency:
    • Employers should provide clear and transparent notice of the IAA to employees before or at the time of hiring. Springing an agreement on an employee after they have started working may raise concerns about its enforceability.
  1. Legal Review:
    • Employees who have concerns about the terms of an IAA should consider seeking legal advice before signing. An attorney can help assess the agreement's enforceability and whether any modifications are necessary.
  1. Industry and Jurisdictional Variations:
    • The enforceability of IAAs can vary widely by industry and jurisdiction. Some jurisdictions are more protective of employee rights, while others are more favorable to employers. Employers should tailor their agreements to comply with local laws and industry norms.
  1. Excluded Inventions:
    • Some IAAs explicitly list categories of inventions or creations that are excluded from the agreement. For example, an agreement might state that personal, non-job-related inventions are not covered.
  1. Protection of Whistleblowers:
    • Laws in many jurisdictions protect whistleblowers who report illegal activities or unethical behavior. IAAs should not prevent employees from disclosing such activities, as doing so could lead to legal protections for the employee.
  1. Modification and Severability:
    • IAAs should include clauses that allow for the modification of the agreement and the severability of unenforceable provisions to the extent permitted by law.

Both employers and employees need to understand the legal and jurisdictional considerations surrounding IAAs. Consulting with legal counsel, especially when drafting or enforcing these agreements, can help ensure that they are legally compliant and enforceable while respecting employees' rights and interests.

How to Write a CIIA Agreement

Writing a Confidential Information & Inventions Assignment (CIIA) Agreement is a legally significant task that requires careful consideration of various factors. Here is a step-by-step guide to help you create a CIIA Agreement:

  1. Understand Your Needs: Determine the specific needs and objectives of your organization regarding the protection of confidential information and inventions. Consider what types of information and inventions need to be covered by the agreement.
  1. Identify Parties: Identify the parties involved in the agreement: the employer (company) and the employee (individual). Include the full legal names and addresses of both parties.
  1. Effective Date: Specify the effective date of the agreement. This is the date when the agreement becomes legally binding.
  1. Recitals: Begin the agreement with a preamble or recitals section that provides context for the agreement. Explain the purpose of the agreement and the importance of protecting confidential information and inventions.
  1. Definitions: Define key terms used throughout the agreement. Common terms to define include:
    • "Confidential Information": Describe what types of information are considered confidential.
    • "Inventions": Clarify what is covered, such as patents, copyrights, trademarks, and trade secrets.
    • "Company Resources": Specify the resources provided by the company that may be used in the creation of inventions.
    • "Termination Date": Define when the agreement will no longer be in effect (e.g., upon the termination of employment).
  1. Confidentiality Obligations: Clearly outline the employee's obligations regarding confidential information, including:
    • The duty to keep confidential information confidential during and after employment.
    • Restrictions on disclosing, using, or copying confidential information without proper authorization.
    • The obligation to return or destroy confidential information upon termination of employment.
  1. Assignment of Inventions: State that all inventions, creations, and intellectual property developed by the employee during their employment and related to the company's business belong to the company. Specify any exceptions or limitations.
  1. Non-Compete and Non-Solicitation (if applicable): If your organization wishes to include non-compete or non-solicitation clauses, clearly state the terms, including the duration, geographic scope, and prohibited activities.
  1. Duty of Loyalty: Include a clause outlining the employee's duty of loyalty to the company. This clause should specify that the employee will act in the company's best interests and refrain from actions that could harm the company.
  1. Consideration: State what the employee receives in exchange for signing the agreement. This could be continued employment, access to company resources, training, or other benefits.
  1. Dispute Resolution: Specify how disputes related to the agreement will be resolved, such as through arbitration or litigation, and identify the jurisdiction where disputes will be heard.
  1. Severability: Include a clause indicating that if any provision of the agreement is found to be unenforceable, the remaining provisions will still be valid.
  1. Notice and Acknowledgment: Require the employee to acknowledge their understanding of the agreement and their commitment to comply with its terms. Provide space for the employee's signature and the date.
  1. Review by Legal Counsel: It is advisable to have the agreement reviewed by legal counsel to ensure compliance with applicable laws and regulations.
  1. Distribution and Signing: Distribute the agreement to employees and obtain their signatures. Ensure that employees receive copies of the signed agreement for their records.
  1. Retention and Enforcement: Securely retain copies of signed agreements. Enforce the agreement as necessary, especially in cases of confidentiality breaches or disputes.

Keep in mind that CIIA Agreements may be subject to legal restrictions and considerations that vary by jurisdiction. Therefore, it's essential to consult with legal counsel to ensure that your agreement is compliant with local laws and regulations and meets your organization's specific needs.

Is a Confidential Information & Inventions Assignment Agreement Enforceable?

The enforceability of a Confidential Information & Inventions Assignment (CIIA) Agreement depends on various factors, including the specific terms of the agreement, the jurisdiction in which it is enforced, and how well the agreement aligns with applicable laws and regulations. While CIIA Agreements are generally enforceable, there are circumstances in which they may be challenged or found unenforceable. Here are some key factors that can affect the enforceability of such agreements:

  1. Clear and Specific Language: CIIA Agreements should be drafted with clear and specific language. Vague or overly broad terms may raise questions about the agreement's enforceability.
  1. Consideration: To be legally binding, an agreement must typically include consideration, which means that both parties receive something of value in exchange for their obligations. In the context of employment, continued employment, access to company resources, training, or other job-related benefits can serve as consideration.
  1. Time and Geographic Restrictions: Non-compete and non-solicitation clauses within CIIA Agreements may be subject to restrictions on their enforceability. Courts often consider the reasonableness of these restrictions, including their duration, geographic scope, and the nature of the employer's business.
  1. Legitimate Business Interests: Courts generally require that CIIA Agreements serve legitimate business interests, such as protecting confidential information, trade secrets, or investments in employee training and development.
  1. Independent Legal Advice: If an employee is asked to sign a CIIA Agreement, it is advisable that they have the opportunity to seek independent legal advice to understand their rights and obligations.
  1. Public Policy and Statutory Protections: Some jurisdictions have laws that protect employee rights to inventions, especially if the invention was created entirely on the employee's own time and without using the employer's resources. IAAs may not be enforceable in situations where they conflict with these statutory protections.
  1. Notice and Acknowledgment: CIIA Agreements should be presented to employees with proper notice and an opportunity for acknowledgment and understanding of the terms. Springing such agreements on employees without notice or time for review may raise concerns about enforceability.
  1. Good Faith and Fair Dealing: Both parties should enter into the agreement in good faith and deal fairly with each other. Unconscionable terms or deceptive practices may affect the enforceability of the agreement.
  1. Compliance with Local Laws: Enforceability can vary by jurisdiction, so CIIA Agreements should be tailored to comply with local laws and regulations. Some states or countries have stricter requirements regarding non-compete agreements, for example.
  1. Modifications and Severability: Agreements should include clauses allowing for the modification of the agreement and the severability of unenforceable provisions to the extent permitted by law.
  1. Consistency with Company Policies: CIIA Agreements should be consistent with other company policies, such as those related to discrimination, harassment, and ethical conduct.

Ultimately, the enforceability of a CIIA Agreement will depend on the specific circumstances of each case and the legal standards in the jurisdiction where it is enforced. To ensure that your CIIA Agreement is legally sound and meets your organization's needs, it is advisable to consult with legal counsel and consider local legal requirements and practices. Additionally, employees should be provided with an opportunity to review and understand the agreement before signing it, and they may seek legal advice if they have concerns about its terms.

Additional points to include in the confidential Information & Inventions Assignment Agreement

Certainly, here are some additional points and clauses that you may consider including in your Confidential Information & Inventions Assignment (CIIA) Agreement to tailor it to your organization's specific needs:

  1. Inventorship Acknowledgment: Include a clause where the employee acknowledges that any inventions or creations they contribute to as part of a team or group effort will be considered joint inventions, and the company will retain rights to them.
  1. Consulting Services: Specify that the employee may not engage in consulting or freelance work for competitors or entities in the same industry during their employment with the company.
  1. Non-Disclosure of Third-Party Information: Highlight the employee's responsibility not to disclose or use any third-party confidential information or trade secrets without proper authorization.
  1. Obligation to Assist with Litigation: Require the employee to provide reasonable assistance and testimony if the company needs their help in any litigation related to inventions, confidential information, or intellectual property rights.
  1. Inventions Made After Termination: Clarify whether the agreement covers inventions made by the employee after their termination if those inventions are based on or related to their work at the company.
  1. Employee's Right to Legal Counsel: State explicitly that the employee has the right to seek independent legal counsel before signing the agreement.
  1. Third-Party Beneficiaries: Specify whether the agreement confers any rights or benefits upon third parties, such as the company's clients or customers.
  1. Non-Waiver of Rights: Include a provision indicating that any failure or delay in exercising any right or remedy under the agreement does not constitute a waiver of those rights.
  1. No Conflicting Agreements: Require the employee to disclose any other agreements they have that could conflict with the terms of the CIIA Agreement, such as existing non-compete agreements.
  1. Notice of Inventions: Establish a process by which employees must notify the company of any inventions they create outside of their employment but which may be covered by the agreement.
  1. Expedited Injunction Relief: Specify that the company may seek expedited injunctive relief in case of a breach to prevent further disclosure or use of confidential information or inventions.
  1. Intellectual Property Registrations: Outline the process for registering and protecting intellectual property, including patents, trademarks, and copyrights, with relevant government authorities.
  1. Non-Interference with Employee's Rights: Clarify that the agreement does not interfere with an employee's statutory rights under labor or employment laws, such as the right to engage in concerted activity under the National Labor Relations Act in the United States.
  1. Disclosure of Prior Inventions: Require the employee to disclose any inventions or creations they have developed before starting their employment with the company.
  1. Protection of Personal Data: Address how the company will handle any personal data or personally identifiable information (PII) of the employee that it may access during the employment relationship.
  1. Waiver of Future Claims: Include a clause where the employee waives any future claims against the company related to the agreement, provided the waiver does not violate applicable laws.
  1. No Guarantee of Continued Employment: State explicitly that signing the agreement does not guarantee continued employment, and either party can terminate the employment relationship at will.
  1. Scope of Permitted Use: Specify the scope of permitted use for confidential information, making it clear what the employee can and cannot do with the company's proprietary data.
  1. Training and Education: Highlight the company's commitment to providing training and education to employees regarding their obligations under the agreement.
  1. Language Interpretation: Indicate which language version of the agreement is the legally binding version in case of any discrepancies or inconsistencies in translations.

Remember that the content and language of your CIIA Agreement should align with your organization's specific needs and legal requirements. Consult with legal counsel to ensure that the agreement is legally sound and meets your organization's objectives in protecting confidential information and inventions.

FAQs

What is a Confidential Information & Inventions Assignment (CIIA) Agreement?

A CIIA Agreement is a legal contract that outlines the terms and conditions related to the protection of confidential information and the assignment of inventions created during your employment with the company.

Why am I being asked to sign a CIIA Agreement?

We ask employees to sign this agreement to protect our company's confidential information and intellectual property rights. It clarifies your responsibilities and our expectations regarding the use of company resources and the creation of inventions during your employment.

What is considered "confidential information" in this agreement?

Confidential information includes any non-public information related to our business, such as trade secrets, business plans, customer lists, product information, financial data, and any other information that is not publicly disclosed by the company.

What are the "inventions" covered by the agreement?

Inventions typically include patents, copyrights, trademarks, trade secrets, and any creations or innovations related to our business that you develop during your employment, using company resources, or in connection with your job responsibilities.

Who should sign a CIIA agreement?

A CIIA (Confidentiality, Inventions, and Intellectual Property Assignment) agreement is typically signed by employees, contractors, or individuals who will be working on projects or tasks where they may have access to confidential information, contribute to the creation of inventions or intellectual property, or otherwise be involved in work that could result in proprietary assets.

The agreement typically outlines the responsibilities of the parties regarding the disclosure of confidential information, the assignment of intellectual property rights to the company, and the acknowledgment that work-related creations are the property of the company.

Confidential Information & Inventions Assignment Sample

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