.svg)
A Proprietary Information and Inventions Assignment agreement moves the IP your founders, employees and contractors create out of their names and into the company's. Without it, ownership sits with the individuals who wrote the code.
It is invisible while you are building and decisive when someone is buying. Every investor and every acquirer asks the same question: can you show that the company owns its technology?
Absent an agreement, the person who created something generally owns it. A founder who wrote the first version before incorporating owns that version personally until they assign it.
Employees are sometimes covered by default rules. Contractors usually are not. The freelancer who built your first app may still own it.
Chasing a signature from someone who left two years ago, after a falling out, while a term sheet waits, is a bad position to negotiate from.
Including work done before the company existed. This is the assignment that turns your prototype into a company asset.
Signed at hire, alongside the offer letter, not chased afterwards.
Designers, developers, agencies, anyone who touches the product. Usually built into the contractor agreement rather than signed separately.
If an advisor contributes a design, a spec or code, they need to assign it too. Routinely forgotten.
We never signed these. How bad is it?
+
Fixable in most cases, and much easier while everyone is still on good terms. The work is identifying every person who contributed and getting assignments signed now, before anyone has a reason to be difficult about it.
Is a PIIA the same as an NDA?
+
No. An NDA stops someone sharing your information. A PIIA transfers ownership of what they create. Most PIIAs include confidentiality terms, which is why they get confused.
Does open source in our codebase cause a problem?
+
It can, depending on the licences. That is a separate review from the PIIA, and worth doing before a funding round rather than during one.
Our contractor is abroad. Does a US form work?
+
Sometimes, and sometimes it needs local adaptation, particularly around moral rights in Europe. Tell us where they are and we will tell you which.
What does it cost?
PIIAs come inside our formation and founder equity packages at no separate charge. A standalone cleanup across a team is quoted as a fixed fee once we know how many people are involved.
List everyone who has written code or made designs for you since the beginning. We will tell you where the gaps are and what it takes to close them.
Book an intro call