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Confidential Information & Invention Assignment Agreement (Employee)
The core IP-and-confidentiality agreement every employee should sign. It assigns work product to the company, protects trade secrets, and includes 2026-compliant restrictive-covenant handling.
What is a Confidential Information & Invention Assignment Agreement?
A Confidential Information & Invention Assignment Agreement (Employee) is the core IP-and-confidentiality agreement every employee should sign. It assigns work product to the company, protects trade secrets, and includes 2026-compliant restrictive-covenant handling.
Every W-2 employee, especially anyone touching code, product, designs, or customer relationships. Investors and acquirers will check that everyone signed one.
Confidential Information & Invention Assignment Agreement template, current for 2026
The state-mandated invention-assignment carve-out (Cal. Lab. Code 2870-style, WA, IL, and other states) is written in, along with the statutory whistleblower/trade-secret immunity notice under the Defend Trade Secrets Act (18 U.S.C. 1833(b)). Non-compete handling is jurisdiction-aware and defaults to OFF given the FTC/state trend and the outright bans in CA/MN/ND/OK, and the non-solicit is drawn narrowly with a duration you set. The agreement includes a moral-rights waiver, a prior-inventions schedule, an explicit clause that nothing bars protected concerted activity, discussing wages, or reporting to government agencies (NLRA / SEC / EEOC), and an AI-tooling clause that treats prompts, model outputs, and training data as company IP.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Confidential Information & Invention Assignment Agreement as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- Which company is the employer? This is the entity that will own the assigned inventions and be protected by the confidentiality terms. Use the exact legal name and entity type.
- State of incorporation/formation of the company Identifies the entity precisely and, where relevant, informs which state's corporate law applies to the entity itself.
- Who is the employee signing this agreement? The individual whose work product will be assigned and who is bound by the confidentiality and covenant terms.
- Effective date of this agreement The date the agreement takes effect. For new hires this is typically the first day of employment or the offer-acceptance date.
- What is the nature of the employment? Determines how the recitals and at-will language are framed. Most US private-company employment is at-will.
- What consideration supports this agreement? Restrictive covenants and assignments need consideration to be enforceable. For a new hire, the job itself suffices; for an existing employee, courts in many states require something new.
- Describe the additional consideration Specifies the new benefit given so the agreement recites adequate consideration.
- How should prior inventions (things the employee already owns) be handled? Carving out pre-existing IP protects the employee and prevents disputes over what the company owns.
- List the employee's prior inventions to be excluded (optional) These are inventions the employee made before employment that the company will NOT own. Listed here they populate Exhibit A.
- Which state's law governs this agreement? Restrictive-covenant enforceability varies dramatically by state (e.g., California/Minnesota/North Dakota/Oklahoma bar most non-competes; the 2024 FTC rule and state bans reshaped 2026 practice). This selection drives the covenant clauses.
- Include a post-employment non-competition covenant? Non-competes are void or heavily restricted in many states as of 2026 and face federal scrutiny. Only include where lawful and appropriate for the role. Leave out for most employees.
- Non-compete duration (months) The restricted period after employment ends. Keep short (6–12 months typical) and only as long as necessary to be defensible.
- Non-compete geographic scope The area within which competition is restricted. Overbroad geography is a leading cause of unenforceability.
- Does the employee meet the applicable earnings threshold for a non-compete? Several states (e.g., Illinois' Freedom to Work Act, Washington, Oregon, Colorado) only permit non-competes above a statutory earnings floor. This gates the covenant.
- Include a customer non-solicitation covenant? Protects client relationships by barring the employee from soliciting company customers post-employment. Generally more enforceable than a non-compete.
- Include an employee/contractor non-solicitation (anti-raiding) covenant? Bars the employee from poaching the company's workforce after leaving. Widely enforceable.
- Restricted period for non-solicitation covenants (months) How long after employment the non-solicit obligations last. 12–24 months is typical.
- Include a waiver of moral rights (attribution/integrity rights in creative works)? Lets the company modify and use creative works without moral-rights claims. Useful where the employee produces content, code, or design.
- Include the statutory prior-invention carve-out (Cal. Labor Code §2870-style / equivalent) notice? Several states (CA, IL, WA, MN, etc.) require notice that inventions developed entirely on the employee's own time without company resources are not assigned. Including it improves enforceability and compliance.
- Deadline (in days after termination) to return company property and confidential information Sets a clear timeframe for returning devices, documents, and data on departure.
- May the company assign this agreement (e.g., in an acquisition)? Lets the company transfer the agreement to a successor or acquirer; standard in venture-backed companies.
- How should disputes be resolved? Arbitration keeps disputes private and can be faster, though some states limit mandatory arbitration of certain employment claims. Court preserves access to injunctive relief for trade-secret matters.
- Arbitration administrator and location Names the arbitral forum and seat. Only used if arbitration is selected.
- Name of the person signing for the company The authorized company representative who will execute the agreement.
- Title of the company signatory Confirms signing authority.
Frequently asked
About the Confidential Information & Invention Assignment Agreement and how HDAi works.
What is a Confidential Information & Invention Assignment Agreement (Employee)? +
A Confidential Information & Invention Assignment Agreement (Employee) is the core IP-and-confidentiality agreement every employee should sign. It assigns work product to the company, protects trade secrets, and includes 2026-compliant restrictive-covenant handling. Every W-2 employee should sign one, especially anyone touching code, product, designs, or customer relationships, and investors and acquirers will check that everyone did.
Is HDAi's Confidential Information & Invention Assignment Agreement (Employee) legally binding? +
The Confidential Information & Invention Assignment Agreement (Employee) HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. If you want a licensed Hart David Carson attorney to finish it, book a planning call. The firm's flat-fee packages, the Illinois Family Plan and Company Launch, cover the most common needs; for any other draft, an Illinois attorney will tell you on the call what finishing it would involve.
Do I need a lawyer to use this Confidential Information & Invention Assignment Agreement (Employee)? +
You can generate and download the Confidential Information & Invention Assignment Agreement (Employee) in minutes, free of charge. A licensed Hart David Carson attorney can then confirm the covenant choices and the state carve-outs against where your employees work before anyone signs, which is the step no template takes for you.
What makes this Confidential Information & Invention Assignment Agreement (Employee) current for 2026? +
The state-mandated invention-assignment carve-out (Cal. Lab. Code 2870-style, WA, IL, and other states) is written in, along with the statutory whistleblower/trade-secret immunity notice under the Defend Trade Secrets Act (18 U.S.C. 1833(b)). Non-compete handling is jurisdiction-aware and defaults to OFF given the FTC/state trend and the outright bans in CA/MN/ND/OK, and the non-solicit is drawn narrowly with a duration you set. The agreement includes a moral-rights waiver, a prior-inventions schedule, an explicit clause that nothing bars protected concerted activity, discussing wages, or reporting to government agencies (NLRA / SEC / EEOC), and an AI-tooling clause that treats prompts, model outputs, and training data as company IP.
How long does the Confidential Information & Invention Assignment Agreement (Employee) take? +
Estimated time about 13 min (25 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Confidential Information & Invention Assignment Agreement (Employee) work in my state? +
HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.
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