An Intern PIIA is the document that lets you truthfully tell a Series A lead or acquirer that your company owns every line of code, model weight, and design file an intern touched. Get it signed on or before day one, attach a Prior Inventions exhibit, and store it in your data room.
Key takeaways
- Interns do not automatically transfer IP to the company — a signed PIIA is required.
- The assignment clause uses both present assignment and promise-to-assign language for full coverage.
- State law (California, Washington, Illinois, others) requires a carve-out for inventions built on the intern's own time and equipment.
- Attach a Prior Inventions exhibit — even an empty one — to prove you asked.
- Get the PIIA signed on or before the internship start date; retroactive signing weakens the assignment.
The Intern Proprietary Information and Inventions Agreement: A Founder's Section-by-Section Guide
Interns build product. They ship features, write code, design mockups, prototype models, sit in on customer calls, and hear the roadmap discussed in the same Slack channels as the full-time team. Yet in most early-stage startups, the paperwork stops at an offer email, a start date, and a Notion invite. That gap is the single most common IP defect diligence counsel finds when a Series A or acquisition lawyer starts opening folders — inventions created by an intern that the company cannot prove it owns.
An Intern Proprietary Information and Inventions Agreement (an "Intern PIIA") closes that gap. It is the same document you use for employees, tuned for the shorter, part-time, and often academic nature of an internship. This guide walks section by section through the standard template so you understand exactly what each clause does, why it exists, and what an intern should reasonably expect when they sign.
Under U.S. law, an employer does not automatically own everything an employee or contractor creates. Copyright ownership defaults to the author. Patent rights default to the inventor. "Work for hire" only covers a narrow category of copyrighted works and only when the parties agree in a signed writing. Without a PIIA, an intern who writes production code, trains a model, or designs a logo may personally own that work — and can license it, republish it, or sell it to someone else after the internship ends.
That is not a theoretical risk. Acquirers and Series A lead investors routinely require a signed IP assignment agreement for every person, paid or unpaid, who touched the codebase or product. Missing paperwork means indemnity holdbacks, delayed closings, or, in the worst case, buying back rights from a former intern who now understands their leverage.
The Intern PIIA solves the problem by doing four things in one document: it defines what is confidential, it assigns…
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