Forms-Provider Survey
Employee invention-assignment forms, compared clause by clause
A provision-by-provision comparison of widely used employee Confidential Information & Invention Assignment Agreements (CIIA / PIIA), compiled from each form’s own clauses. Hover a ✓ to see the form’s exact wording and where it appears.
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Market prevalence counts each of the 5 forms once. How this survey is counted
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- 12 months normalized filed term
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| Provision | Cooley GO terms (as-is, all rights reserved) as of 2026-06-27 34/42 | CC BY 4.0 as of 2026-06-28 30/42 | Orrick Start-Up Forms terms as of 2026-06-27 28/42 | Clerky terms (as-is, all rights reserved) as of 2026-06-27 27/42 | CC0-1.0 as of 2026-06-26 12/42 |
|---|---|---|---|---|---|
| Assignment of inventions | |||||
| Present assignment languageUses operative present-tense assignment ("hereby assign") rather than only a promise to assign later.Also called: hereby-assign language; present conveyance (Stanford v. Roche) | |||||
| Work-made-for-hire designationDesignates copyrightable company-owned IP as work made for hire under the Copyright Act.Also called: WMFH; work made for hire | |||||
| Patent-family / priority captureThe assignment or IP-rights definition expressly reaches the right to claim priority and to file/pursue future applications (continuations, divisions, foreign counterparts, "rights to apply").Also called: patent-family / priority capture; rights to apply | · | · | |||
| Government / third-party directed assignmentObligates the employee to assign a particular invention to a third party (including the U.S. government) as directed by the company. | · | · | · | · | |
| Moral rights & ownership structure | |||||
| License-back of employee IP to companyGrants the company a license to the employee's own/prior IP that is used in or incorporated into company products (or, more broadly, related to company business).Also called: grant-back license | |||||
| Moral-rights waiverExpressly assigns and/or waives moral rights ("droit moral", artist's rights).Also called: droit moral waiver; artist-rights waiver | · | ||||
| Scope & carve-outs | |||||
| Carve-out for employee's own IPExcludes from assignment inventions the employee develops on their own time / outside the scope or term of employment (any form of own-time carve-out). | |||||
| Specific state-statute notice (Section 2870-style)Recites or attaches the actual identity/text of specific state invention-assignment statutes (e.g., Cal. Lab. Code 2870, and/or DE/IL/KS/MN/NY/NC/UT/WA equivalents) as a notice, beyond a generic "applicable law" reference. Evidenced either by the recited statute text itself (often an exhibit or notice block near the end of the form) or by the operative clause that attaches/references that specific exhibit or statute.Also called: Section 2870 notice; inventor's-rights statute notice | · | ||||
| Prior-inventions scheduleProvides an exhibit/schedule/cover field for the employee to list pre-existing inventions excluded from assignment. | · | · | |||
| Affirmative grant limited by nexus (not all-during-employment)The affirmative ownership grant is limited to a defined nexus (scope of employment, use of company resources, or relation to company business) rather than capturing ALL inventions made during employment subject only to a subtracted carve-out.Also called: scope-of-employment limit; nexus requirement | · | · | · | · | |
| Confidentiality | |||||
| Confidentiality obligation definedDefines a confidentiality / proprietary-information obligation within the agreement itself (rather than deferring entirely to a separate policy). | · | ||||
| DTSA trade-secret immunity noticeProvides the Defend Trade Secrets Act (18 U.S.C. 1833(b)) whistleblower-immunity notice.Also called: 18 U.S.C. 1833(b) notice; trade-secret whistleblower immunity | · | ||||
| Tiered confidentiality durationExpressly distinguishes the duration of the confidentiality obligation for trade secrets (perpetual, or for so long as trade-secret status lasts) from other confidential information (finite / limited to enforcement need or a stated year cap).Also called: trade-secret vs CI duration split | · | · | · | ||
| Confidential-information durationHow long the confidentiality obligation runs for ordinary (non-trade-secret) confidential information. Shown only where the form states a duration; absence ⇒ the form does not pin one to a clean value. | · | · | · | ||
| Trade-secret confidentiality durationHow long the confidentiality obligation runs for trade secrets specifically, where the form treats them differently from ordinary confidential information. Absence ⇒ no separate trade-secret duration stated. A duration expressly tied to trade-secret status ("for so long as it remains a trade secret") tracks the law. An indefinite obligation limited to the subcategory of trade secrets "protected without time limitation under applicable law" is NOT the same thing — it sorts trade secrets by the shape of their statutory protection (a trade secret whose protection is time-limited falls outside the clause entirely) rather than ending the obligation when secrecy ends; record that formulation as indefinite-while-protected, not while-trade-secret. The enforceability concern is a bare, untethered indefinite obligation reaching past genuine trade secrets, which courts have treated as an unbounded, de facto non-compete. The values below capture those distinctions.Practice guide → | · | · | · | ||
| Trade-secret duration tied to secrecy statusThe form expressly ties trade-secret confidentiality to trade-secret status — an obligation that runs for so long as the information remains a trade secret — rather than stating a bare, untethered duration. Not satisfied by an indefinite obligation limited to trade secrets "protected without time limitation under applicable law" — that formulation sorts trade secrets by the shape of their statutory protection (a trade secret whose protection is time-limited falls outside it entirely) and does not end the obligation when the information stops being a trade secret. The enforceability concern is a bare indefinite obligation not tied to trade-secret status.Also called: perpetual while a trade secret; status-bounded trade-secret durationPractice guide → | · | · | · | · | |
| Residuals / general-knowledge carve-outExpressly permits the employee's continued use of general knowledge, skill, and experience customarily relied upon in their trade (carve-out from the confidentiality restriction).Also called: unaided-memory clause; general-knowledge carve-out | · | · | · | · | · |
| Disclosure, records & cooperation | |||||
| Maintain records of inventionsRequires the employee to keep and maintain records/notebooks of inventions, available to and owned by the company. | |||||
| Power-of-attorney fallbackAppoints the company as agent/attorney-in-fact (coupled with an interest) to execute IP documents if the employee will not or cannot.Also called: attorney-in-fact clause | |||||
| Post-employment cooperationObligates the employee to assist with securing/defending IP rights after employment ends. | |||||
| Post-employment assistance durationHow long the duty to assist with securing/defending company IP runs after employment ends. Most forms leave it open-ended; some tie it to IP expiry or defer it to a cover field. The evidence is usually a short fragment inside the assistance clause ("during and after my employment", "after I leave the Company", "until the expiration of the last such intellectual property right") — tag that duration fragment, distinct from the assistance duty itself. | |||||
| No-conflicting-obligations representationEmployee represents there are no conflicting prior agreements/obligations and will not enter conflicting agreements. | |||||
| Duty to disclose inventionsObligates the employee to promptly disclose inventions to the company (distinct from merely keeping records). | · | ||||
| Post-employment assistance paid for timeCompensates the employee for their TIME spent assisting after employment ends (e.g., "at a reasonable rate"), beyond mere out-of-pocket expense reimbursement. | · | · | · | ||
| Trailing invention disclosure after terminationRequires the employee to continue disclosing inventions (and/or patent filings) for a stated period AFTER termination (holdover-capture mechanism). | · | · | · | · | |
| Return, monitoring & remedies | |||||
| Return of materialsRequires return (and where applicable deletion) of company materials/property on termination. | · | ||||
| Equitable-relief / injunction clauseExpressly provides that the company may seek injunctive/equitable relief (often acknowledging irreparable harm) for breach. | · | ||||
| No expectation of privacy / system monitoringStates the employee has no expectation of privacy in company systems and/or that communications and activity may be monitored or audited. | · | · | · | ||
| Personal-device deletion / verificationRequires the employee to delete company information from personal devices/accounts and to permit the company to verify deletion (beyond returning company-issued property). | · | · | · | · | |
| Restrictive covenants & conduct | |||||
| Notification of subsequent employerEmployee consents to (or must inform) a subsequent employer / third party of their obligations under the agreement. | · | ||||
| Non-solicitation of employees/contractorsRestricts soliciting the company's employees, consultants, or independent contractors (typically including a post-termination period). | · | ||||
| At-will employment acknowledgmentAcknowledges the at-will nature of the employment relationship and that the agreement is not a contract of employment for any term. | · | ||||
| Duty of loyalty / non-compete during employmentBars the employee from competing or engaging in conflicting business activity WHILE employed (duty of loyalty / no-moonlighting-in-competition). | · | · | |||
| Non-solicitation / non-interference with customersRestricts soliciting or interfering with the company's customers (typically during employment). | · | · | · | ||
| Worker protections | |||||
| Advice-of-counsel acknowledgment (signed)Employee gives a signed acknowledgment that they had the opportunity to consult independent counsel, typically paired with a no-contra-proferentem ("not construed against the drafter") clause. A mere invitation to seek counsel, without a signed acknowledgment, does NOT satisfy this. | · | ||||
| Protected-activity / whistleblower carve-out (beyond DTSA)Preserves the right to report to government agencies, discuss unlawful workplace conduct, or engage in NLRA-protected/concerted activity, beyond the bare DTSA immunity notice. | · | · | |||
| General terms & boilerplate | |||||
| Severability / reformationProvides that invalid terms are severed (and, where present, that overbroad restrictions are reformed) and the remainder survives. | |||||
| Governing lawWhich law governs the agreement. A form that fixes a named state shows that state; a form that ties governing law to where the employee works, or defers it to a fill-in/cover field, shows that instead. Absence ⇒ no governing-law clause. | · | ||||
| AI-tool use restrictionRestricts or governs the employee's use of AI/generative tools in connection with company work or confidential information. | · | · | · | ||
| Export-control complianceObligates the employee not to export/re-export U.S. technical data in violation of export laws. | · | · | · | · | |
| Copyleft / open-source incorporation restrictionBars incorporating GPL/LGPL/AGPL/"copyleft"-licensed code into company products except per company policy. | · | · | · | · | |
| Arbitration / dispute-resolution clauseContains a binding arbitration agreement and/or jury-trial waiver governing disputes (as captured in the filed/standalone document). | · | · | · | · | · |