The CIIAA: sign it on day one or the IP isn't yours

This is the only entry on the startup legal calendar with no statute behind it — no filing window, no state deadline, no court to compel anything. The clock is enforced by something less forgiving than a regulator: the default rules of ownership. Work belongs to the person who created it. A Confidential Information & Inventions Assignment Agreement is the document that moves each hire’s work into the company — and it only reliably moves the work created after it’s signed. That’s why the due date is the start date. Every day between “started working” and “signed the CIIAA” is a day of output with a question mark on its title.

What the document does

Three jobs in one agreement. Confidentiality — the NDA function everyone assumes is the whole document. Assignment — the actual point: inventions, code, designs, and work product created in the scope of employment are assigned to the company as they’re created. Prior inventions — a schedule where the hire lists what they built before, excluded from the assignment, so nobody argues later about where their side project ends and your codebase begins.

Why late signatures don’t fully fix it

A CIIAA signed in month six assigns month seven onward. The first six months sit in a gray zone: some states imply assignment for work made within employment scope, some don’t, and “implied” is exactly the word you never want in a chain of title. Reach-back language (“all work since start date”) helps, but in many states a new promise needs new consideration — continued employment alone may not suffice. The clean version costs nothing: the CIIAA goes in the day-one packet with the offer letter, signed before the first commit.

The founder version is sharper still. The prototype written before incorporation is the company’s founding asset — and it belongs to the founder personally until a founder IP assignment (or the CIIAA’s reach-back) moves it. Investor counsel checks founder assignments first, because a departed cofounder who personally owns half the codebase is not a hypothetical; it’s a genre.

What it looks like in diligence

IP chain of title is a standard workstream: every technical contributor — founder, employee, contractor — matched to a signed assignment covering their tenure. Gaps produce remediation signatures, and remediation means finding people. The contractor from two years ago who built the first mobile app and now doesn’t answer email holds, in the worst reading, rights to code you’re representing as yours. Acquirers walk over unclean IP chains more readily than over most findings, because IP is what they’re buying.

How the room tracks it

Standing pairs every offer letter in your room with a CIIAA naming the same person — party-matched, not just filename-matched — and raises the gap the day a hire’s paperwork lands incomplete. No statute needed: the room enforces the deadline the way ownership does — by what’s actually on paper.