What Is a PIIA? Proprietary Information and Inventions Agreement Explained

If you're joining a tech company, you'll almost certainly be asked to sign something called a PIIA — a Proprietary Information and Inventions Agreement. Many people sign it without reading it carefully, treating it as routine onboarding paperwork. It's not. The PIIA is one of the most consequential documents you'll sign in your tech career, and understanding what it does is essential before you put your name on it.

What a PIIA Is and Why It's Separate

The PIIA is typically a separate document from the main employment agreement or offer letter. It may also be called an Invention Assignment Agreement, a Confidential Information and Invention Assignment Agreement (CIIAA), a Non-Disclosure and Invention Assignment Agreement (NDIAA), or variations on those names. The content is largely the same regardless of the title.

Companies use a separate document for PIIA obligations for a few reasons: it makes the IP assignment easier to reference independently of employment terms, it can be enforced even after the main employment agreement is modified or superseded, and it signals to the employee that this is a distinct set of obligations requiring separate attention.

The PIIA has two main parts: (1) confidentiality of proprietary information, and (2) assignment of inventions. Each part has different scope, duration, and consequences.

Part One: Confidentiality of Proprietary Information

The confidentiality section of a PIIA defines what "Proprietary Information" or "Confidential Information" means and obligates you to keep it confidential during and after employment.

The definition of confidential information is typically broad. It generally includes: technical data and trade secrets, research and development information, product plans and roadmaps, customer lists and customer data, financial information, business strategies, and personnel information. The catch-all language often says something like "all information that is marked confidential or that a reasonable person would understand to be confidential given the circumstances."

The duration of confidentiality obligations matters. Trade secrets are protected indefinitely under both state law (California Uniform Trade Secrets Act, similar statutes in other states) and federal law (Defend Trade Secrets Act). For other categories of confidential information, PIIAs often specify a period — commonly two to five years post-employment — after which the obligation expires for non-trade-secret information.

Part Two: Invention Assignment

The invention assignment section is where the PIIA assigns ownership of your inventions and creative work to your employer. The scope is typically broad: any invention, improvement, discovery, design, work of authorship, or other intellectual property that you conceive, develop, or work on during your employment and that either relates to the company's actual or reasonably anticipated business, or was created using the company's resources, time, or information.

"Conceived or reduced to practice" is the standard trigger. Conception happens when you first have the idea; reduction to practice means you've actually built or implemented it. Both are covered. The assignment typically applies to the full scope of intellectual property: patents, copyrights, trade secrets, and moral rights.

The Prior Inventions Schedule

At the back of nearly every PIIA is an exhibit called the "Prior Inventions Schedule," "Exhibit A," or something similar. This exhibit is blank — waiting for you to fill in any inventions, works, or projects you want to exclude from the assignment.

This is the single most important action you can take before signing a PIIA. List every personal project, open-source contribution, startup idea, creative work, or other intellectual property that you own and want to retain ownership of. Anything you don't list that arguably relates to your employer's business may end up assigned to them under the PIIA.

The prior inventions schedule should include: the name or description of the project, its approximate date of creation, and a brief description of what it is. You don't need to reveal your source code or technical details — just enough to put the employer on notice that this item is excluded.

State Law Protections

Several states have enacted statutes that limit how broadly employers can require invention assignment. The most important:

• California (Labor Code § 2870): Employers cannot require assignment of inventions that the employee developed entirely on their own time, without using employer equipment or resources, and that don't relate to the employer's business or reasonably anticipated research and development.
• Delaware (§ 805): Similar protections to California.
• Illinois (765 ILCS 1060/2): Similar employee invention protections.
• Minnesota (Minn. Stat. § 181.78): Similar protections.
• Washington (RCW 49.44.140): Similar protections.
• North Carolina: Similar statutory limits.

Even if your state has these protections, using the prior inventions schedule is the safest approach. The statutory protections create a floor; the schedule creates a clear, documented exclusion.

What to Do Before You Sign

Before signing a PIIA:

1. Read the definition of "Proprietary Information" — how broad is it?
2. Read the definition of "Inventions" — does it include things you'd consider personal projects?
3. Fill out the prior inventions schedule — list everything you own that you want to keep.
4. Check the duration of confidentiality obligations for non-trade-secret information.
5. Look for the DTSA immunity notice — the federal Defend Trade Secrets Act requires PIIAs to include specific language about whistleblower immunity; if it's missing, that's a technical compliance issue.

The Bottom Line

The PIIA is the document that determines whether you own your side project or your employer does. Before signing any PIIA, paste it into dott.legal for a free AI risk analysis that identifies the assignment scope, confidentiality duration, and any red flags. For situations involving valuable prior IP or side projects with commercial potential, attorney-validated review is $349 with 24-hour turnaround.