TL;DR
A CIIA agreement, short for Confidential Information and Invention Assignment, does two jobs in one document. It keeps what you tell someone confidential, and it assigns to your company anything they invent while working for you.
The second half is the one that matters for a founder. Without it, the developer who wrote your product may still own the copyright in the code they wrote, no matter who paid for it.
This post is written for the person issuing the agreement, not the person being asked to sign one. Both halves of this query exist and they need different answers.
It is not legal advice. Every template named below is linked to the firm that publishes it, and those firms are the ones to ask.
What a CIIA agreement actually is
Two documents stapled together, which is why the name is so long.
The confidentiality half says the signer will not disclose or use what they learn while working with you. This is the NDA part, and if you have already signed a mutual NDA with someone, this overlaps it.
The invention assignment half says anything the signer creates in the course of the work belongs to the company. This is the part an NDA does not do, and it is the part that decides who owns your product.
You will also see it written as a PIIA (Proprietary Information and Inventions Agreement), a CIIAA, or simply an invention assignment agreement. Same document, different house styles.
Why a founder needs one, in one sentence
Paying someone to write code does not automatically mean you own the copyright in it.
That surprises most founders, and the surprise is worst for anyone working with contractors and freelancers rather than employees. “Work made for hire” is narrower than it sounds and does not cleanly cover most commissioned software, which is why a written assignment is the normal way this is handled rather than a belt-and-braces extra.
The practical effect of getting this wrong shows up later, at exactly the wrong moment. It is a standard diligence item in a funding round and in an acquisition, and the fix at that point is chasing signatures from people who left two years ago.
Who should sign one
Everyone who touches the product, including people you do not think of as staff.
- Employees. Usually at offer stage, before the first day.
- Contractors and freelancers. The most commonly missed group, and the one where the default ownership rules are least helpful to you.
- The founders themselves. Including you. A company that does not own its founders’ work is a company with nothing to sell.
- Advisors, where they are giving technical input rather than general advice.
- Interns. Yes, really.
If you are working with a development studio rather than individuals, this normally lives inside the build contract instead, which is a different document with the same job. That is covered in the MVP development contract guide.
The schedule everyone skips
Most CIIA templates include a list, usually an appendix, where the signer writes down inventions they made *before* joining that they are not assigning.
It is the most skipped part of the document and the most useful one.
Leaving it blank is treated as saying there are none, which is a problem for a developer with a side project and a problem for you if that side project later turns out to overlap your product. Filling it in honestly protects both sides, and it takes five minutes at signing versus a dispute later.
Ask for it to be completed rather than left empty. An empty schedule on a signed agreement is not a clean signal, it is an unasked question.
What a CIIA is not
Three documents get confused with it, and each does a different job.
An NDA is confidentiality only. It does not assign ownership of anything. If secrecy before you have built anything is the actual worry, protecting an app idea is a different conversation and mostly not about paperwork.
A non-compete restricts where someone can work afterwards. Separate document, separate enforceability questions, and unenforceable in several US states.
An equity or sweat-equity agreement covers what someone is paid, not what they assign. If you are paying a developer in equity you need both, and the sweat equity agreement guide covers that side.
Where to get a real one
Do not draft this from a blog post, including this one. Three publishers give theirs away, and each is the work of a firm that does this for startups daily.
- Cooley GO publishes a CIIA and an explanation of it, aimed at venture-backed companies.
- Orrick’s Tech Studio publishes an Employee Confidential Information and Invention Assignment Agreement as a form.
- Common Paper publishes open standards for several startup agreements under a shared licence.
Use one as a starting point and have a lawyer look at it once, in your jurisdiction. The cost of that review is small next to the cost of an unassigned codebase discovered during diligence.
Before you worry about the clause, check who is signing it
One honest aside, because a signature is only as good as the party behind it.
Across 66 reachable MVP development agencies, MVP Development found 62 have an about or team page but only 22 publish machine-readable information about who works there. Read 23 September 2026. We are in that sample, measured by the same code, and we score two of four. The dataset is public.
That figure is about knowing who you are contracting with. What they say about the code itself is measured separately, below, and if you are choosing who to work with in the first place the red flags are the more useful page.
How many agencies say in public who owns the code
The argument above is that ownership has to be written down. Here is how many of the people you might sign with write anything down at all.
Across 66 reachable MVP development agencies, MVP Development found 7 state on their public site that the client owns the code or IP. Read 24 September 2026.
28 of the 66 publish a terms document of any kind on their own domain. Only 4 do both.
Two of the seven are worth quoting because they are the only ones that add anything a contract would. Vention says “We sign NDAs and IP ownership agreements upfront, so all deliverables and source code are 100% yours”, which is the only mention of an actual signed agreement. RipenApps is the only one that states a condition: ownership passes “upon project completion and final payment”.
The rest say a version of “you own 100% of the code” with nothing attached to it.
What this does not tell you
It does not tell you what any contract says. Everything above is what is visible before you talk to anyone.
An agency that says nothing in public may still assign IP cleanly in its paperwork, and the reverse matters more: a promise on a landing page is not a contract term. That is the entire reason this page exists. The sentence “you own the code” costs nothing to write and binds nobody.
We are in the sample, measured by the same code, and we score on both checks. We also publish no contract template, which is the thing neither check measures.
What went wrong collecting this
Both checks were wrong at about the same rate, for different reasons, and both were caught by reading the sentences rather than trusting the counts.
The ownership check was wrong on 4 of 11, 36%. “Full ownership” is used more often to mean the agency takes ownership of the work than to mean the client owns the code, and those two readings are opposites. One site’s hit was a client testimonial praising accountability. Another was an argument for custom software over off-the-shelf. A third was about who owns the onboarding process.
The terms check was wrong on 11 of 39, 28%. Four sites resolved to policies.google.com/terms, which is the reCAPTCHA notice sitting in a contact form footer. Nothing looked wrong: a link labelled “Terms of Service” pointing at a genuine terms document. It just belonged to Google. Three more resolved to the agency’s own homepage, and four led to pages carrying no terms language at all.
Three agencies could not be read: bairesdev.com and mvp.dev returned HTTP 403, techmagic.co returned HTTP 429. They are counted as unreachable rather than dropped.
How to cite these figures
Free to quote with attribution.
Across 66 reachable MVP development agencies, MVP Development found 7 state on their public site that the client owns the code, 28 publish a terms document, and 4 do both (read 24 September 2026). https://mvpdevelopment.company/blog/ciia-agreement
The dataset carries every claim verbatim, every correction with its reason, and the three unreachable domains: agency-code-ownership-2026-09-24.json. It reuses the same 69-agency sample as the September transparency study, so the two can be read together.
Related guides
- MVP development contract, where IP ownership lives when you hire a studio rather than a person.
- Sweat equity agreement, when the developer is paid in equity.
- How to protect your app idea, when the worry is secrecy rather than ownership.
- Hiring offshore developers as a US company, where assignment across borders gets its own wrinkles.
Frequently Asked Questions
What is a CIIA agreement?
A Confidential Information and Invention Assignment agreement. It does two things at once: it keeps what the signer learns confidential, and it assigns to the company anything they invent during the work. The second half is what decides who owns your code.
What does CIIA stand for?
Confidential Information and Invention Assignment. You will also see PIIA, for Proprietary Information and Inventions Agreement, and CIIAA. They are the same document under different house styles.
Is a CIIA the same as an NDA?
No. An NDA covers confidentiality only and assigns no ownership. A CIIA includes the confidentiality part and adds invention assignment, which is the part that matters if you are paying someone to build your product.
Do contractors need to sign a CIIA?
Yes, and they are the group most often missed. Ownership of commissioned software does not pass to the payer automatically in the way many founders assume, so a written assignment is the normal way it is handled rather than an optional extra.
Should founders sign a CIIA with their own company?
Yes. Investors check for it, and a company that does not own its founders’ work has nothing to sell. It is a standard item in a funding round’s diligence list.
What is the prior inventions schedule?
An appendix where the signer lists inventions they made before joining that they are not assigning. Leaving it blank is usually treated as declaring there are none. Ask for it to be filled in rather than skipped; it takes five minutes and prevents an argument later.
Where can I get a CIIA template?
Cooley GO, Orrick’s Tech Studio and Common Paper each publish one free. Start from one of those and have a lawyer review it in your jurisdiction rather than drafting from scratch.
