What should I look out for in my CIIAA?

Miniseries: What should you look out for in your contract
Offer Letter | CIIAA | Residential Lease | Equity Agreement | Contractor Agreement

Next up in our mini-series, it’s CIIAA time. These contracts go by many names with some combination of the words Proprietary/Confidential Information and Inventions Assignment Agreement, and all serve the purpose of protecting the company’s information and intellectual property. Let’s learn about how you can be protected as well.

1. Effective period

   While it’s normal for a CIIAA to be effective during your employment, there are multiple pieces, such as non-solicitation and protection of confidential information that can extend beyond your departure, and other ongoing obligations. Conversely, you may be given a CIIAA (new or updated) some time after you start working. Make sure you understand both how the agreement may be applied retroactively and how far it extends into the future.

   
   

2. Ownership of your past and future personal inventions

   You may have inventions before joining this company and develop new ones afterwards. For your previous inventions such as patents, you will be asked to disclose them to maintain ownership.

   Companies are incentivized to own as much intellectual property as possible to protect their business. However, 9 states, including California, have enacted language that delineate and protect un-related, personal inventions made on the employee’s own equipment in their own time. For these states, the related statute must be included in the contract (e.g. California Labor Code § 2870). However, it’s still the employee’s responsibility to report such inventions to the company to ensure the company doesn’t claim ownership of them.

   
   

3. Non-solicitation of employees and vendors

   Non-solicitations prevent you from asking employees and vendors to terminate their relationship with the company. California has been moving away from non-solicitation agreements which can harm the individual’s ability to conduct business after leaving an employer. As such, they are increasingly unenforceable except under very specific circumstances: to protect the employer’s trade secrets, for the sale of a business, and after the dissolution of a partnership. Take a look at this post from Krogh & Decker for a law firm’s opinion, which reflects the industry shift away from non-solicitation agreements.

   
   

4. Company property includes many things, including your telecommunications

   Your company will typically provide you tools necessary to complete your job, such as a computer, software, and access to materials confidential to the company. What employees may not always be aware of is that such materials includes all the emails, slack messages, and video calls you take as well. These telecommunications are monitored and belong to the company, so keep that in mind before you send something out that’s potentially problematic.

   
   

5. Remedies for breach

   What happens if your employer determines you’ve breached the contract? You may be subject to a monetary fine and/or taken to court, while being responsible for the costs along the way.
   
   

I signed this contract almost 5 years ago, and just assumed the non-solicitation was industry standard. Now that I’m considering the next steps in my career, it’s useful to know that things have changed.

- Software Engineer Manager, EV Mobility

For advocacy and beyond!
The Ask Ginkgo Team