Intern PIIA Template: A Founder's Section-by-Section Guide

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 inventions created during the internship, it protects information the company received from third parties, and it establishes basic post-internship obligations around solicitation and confidentiality.

The opening clause is a promise of silence. The intern agrees that "at all times during and after my internship" they will hold Proprietary Information in strictest confidence and will not disclose, use, lecture on, or publish it except as required by their work for the company. The obligation is perpetual — it does not end when the internship ends.

The clause also includes a small but important sentence: the intern assigns to the company any rights they may have or acquire in Proprietary Information. That belt-and-suspenders language matters because Proprietary Information sometimes includes drafts, notes, or observations that would otherwise belong to the person who wrote them.

Finally, the section reminds the intern that unauthorized taking of trade secrets can carry civil and criminal penalties. This is not saber-rattling; it references real statutes like the federal Defend Trade Secrets Act.

The template defines Proprietary Information broadly and then gives three illustrative buckets: (a) technical material — trade secrets, inventions, source code, formulas, know-how, designs; (b) business material — plans, budgets, unpublished financials, customer and supplier lists, pricing; and (c) personnel material — the skills and compensation of other employees.

The carve-out is equally important. The intern remains free to use "information which is generally known in the trade or industry, which is not gained as result of a breach of this Agreement, and my own, skill, knowledge, know-how and experience." This is what lets a summer intern continue their career after the internship without wondering whether every SQL query they learned belongs to their former employer. Do not delete this carve-out — courts are skeptical of confidentiality clauses that try to lock down general skill.

Startups routinely receive confidential information from partners, customers, and prospective acquirers under NDAs. This clause extends the intern's confidentiality obligation to that borrowed material. It is doing two jobs at once: it protects the third party, and it protects the company from a breach-of-NDA claim if an intern leaks something the company promised to keep quiet.

This clause runs in the opposite direction. The intern promises not to bring in confidential information or trade secrets from a prior employer, and not to physically bring documents or property belonging to a former employer onto company premises.

For founders, this clause is a shield against the most common early-stage IP lawsuit: a former employer alleging that the intern brought over code, customer lists, or roadmap material. Getting this signed before day one is the practical proof that the company instructed the intern to leave prior IP behind.

The section opens with a definitional clause: "Proprietary Rights" means all trade secret, patent, copyright, mask work, and other intellectual property rights or "moral rights" worldwide. The moral rights language matters mostly outside the U.S. — in civil law jurisdictions like France or Germany, authors retain non-economic rights (like the right to be identified as the author) even after assigning economic rights. The template gets the intern to acknowledge those rights so the company can override them where legally permitted.

Interns arrive with existing side projects, open-source contributions, class assignments, and personal repos. This clause excludes anything they created before the internship from the assignment. Best practice is to attach an exhibit listing the intern's prior inventions — a schedule of side projects, GitHub repos, or patents. If nothing is listed, the intern is representing that there is nothing to carve out.

The clause also prevents the intern from incorporating Prior Inventions into Company Inventions without written consent. This is critical: if an intern copies a personal library into the company codebase, the company would otherwise have a permanent dependency on IP it does not own.

This is the operative assignment clause and the reason the whole document exists. The intern assigns — and agrees to assign in the future — all right, title, and interest in any Inventions made or conceived during the period of the internship, whether alone or jointly with others, whether patentable or copyrightable.

The "hereby assign and agree to assign in the future" phrasing is intentional. U.S. patent law distinguishes between a present assignment (which transfers rights automatically as they arise) and a promise to assign (which requires a follow-up document). The template uses both to cover any judicial interpretation.

Several states — California, Washington, Illinois, Minnesota, and others — require employers to carve out inventions that meet three tests: (1) developed entirely on the intern's own time, (2) without using company equipment, supplies, facilities, or trade secrets, and (3) neither related to the company's actual or anticipated business nor resulting from work performed for the company.

This carve-out is not optional in those states. The template's language tracks the statutory requirement so the assignment is enforceable.

The intern agrees to promptly disclose all Inventions in writing during the internship and to disclose any patent applications filed within a year after the internship ends. The one-year post-termination reporting requirement helps the company catch inventions that were conceived during the internship but reduced to practice later — a common pattern.

If the company has grant obligations (SBIR, NIH, DARPA) or a customer contract that requires assignment to a third party, this clause lets the company redirect the assignment. Most startups will never use it, but leaving it in is harmless.

The intern acknowledges that copyrightable works created within the scope of the internship are "works made for hire" under 17 U.S.C. § 101. This is a belt-and-suspenders addition to the assignment clause. Work-for-hire status matters for copyright duration and for the ability to reclaim rights after 35 years under § 203. Between an assignment and a work-for-hire acknowledgment, the company owns the copyright unambiguously.

The intern agrees to help the company obtain and enforce Proprietary Rights — signing patent applications, appearing as a witness, executing further assignments — for as long as necessary. The obligation extends beyond the end of the internship, but with one important protection for the intern: the company will compensate them at a reasonable rate for any time actually spent at the company's request after termination.

The intern agrees to keep and maintain adequate records of Proprietary Information and Inventions, and to leave those records with the company. In practice, this is what makes patent applications defensible — inventor's notebooks, dated commits, sketches, and written specifications become evidence of conception and reduction to practice.

The intern agrees that the internship requires their full attention and effort during their working hours, and that they will not engage in competitive or conflicting outside work without written consent. For a part-time intern who is also taking classes or working elsewhere, this clause is not designed to prevent honest side gigs — it is designed to prevent an intern from moonlighting for a competitor with access to the company's roadmap.

For one year after the internship ends, the intern agrees not to solicit company employees to leave, and not to solicit consultants, contractors, or customers with whom they had contact during the internship. Enforceability varies by state — California is famously restrictive on employee non-solicits — so the practical value depends on where the intern is based. The customer non-solicit is generally more enforceable than the employee non-solicit.

Note the bracketed "[one (1) year]" in the template. That is the drafter reminding you to confirm the length. One year is the market default; longer periods raise enforceability risk.

The intern represents that their performance under the agreement will not breach any other agreement — most commonly, a confidentiality or non-compete with a prior employer or school. If the intern has an IP assignment obligation to their university (common in graduate programs), this is where they need to disclose it.

At the end of the internship, the intern agrees to return all company property, documents, and materials — including any copies stored on personal devices. In a remote-internship world, this often means running a checklist: revoke access, uninstall company apps from personal laptops, confirm no source code sits in a personal cloud drive.

The intern acknowledges that a breach of confidentiality or IP assignment obligations would cause irreparable harm and that the company is entitled to injunctive relief in addition to damages. This is standard language that matters because it makes it easier for a court to grant a temporary restraining order if an intern actually leaks material.

Boilerplate. Fill in the state of governing law (typically Delaware or the state where the company is headquartered), confirm the address for notices, and leave severability alone — it ensures that if one clause is unenforceable, the rest survives.

The signed PIIA supersedes any prior discussions about IP or confidentiality. This is why it is important to sign the PIIA on or before the intern's start date. If the intern begins work first and signs later, they can argue that inventions created before signing are not covered.

Send the Intern PIIA together with the offer letter, not after. The counter-signature date should be on or before the internship start date. If you use a Delaware corporation, use Delaware as the governing law unless your counsel advises otherwise. Attach an exhibit listing Prior Inventions — an empty exhibit signed by the intern is far better than a missing one, because it proves you asked.

Store the signed PIIA in the same folder you would show a Series A lead: a "People" folder in your data room with a subfolder for each team member containing the offer letter, PIIA, and any equity documents. Diligence counsel will ask for it.

Do not skip the PIIA because the intern is unpaid, part-time, or a family friend. IP assignment does not depend on compensation — it depends on a signed writing. Do not modify the invention assignment clause to require a separate assignment for each invention; that turns a one-time signature into an ongoing negotiation and defeats the purpose. Do not delete the "generally known skill and knowledge" carve-out to make the confidentiality clause broader — courts will read a scorched-earth NDA narrowly or refuse to enforce it. Do not use a non-U.S. governing law without local counsel; IP assignment rules differ meaningfully across jurisdictions.

An Intern PIIA is not a formality. It is the document that lets you truthfully answer "yes" when an acquirer asks whether the company owns every line of code, every model weight, every design file, and every customer list the team produced. Get it signed before day one, keep the signed copy in your data room, and treat every intern — paid or unpaid, remote or on-site, one week or one year — as if they will ship something the company will one day need to prove it owns.