Ip Assignment Overview
Secure full IP ownership from employees, contractors, and founders using work-for-hire doctrine, present assignments, and airtight carve-outs
LEGAL DISCLAIMER: This skill is educational only and does not constitute legal advice or create an attorney-client relationship. IP law varies by jurisdiction — especially regarding work-for-hire doctrine (narrow in the US, broader concepts of "works made for hire" in some countries), moral rights (strong in EU), and employee invention statutes (California Labor Code 2870 and equivalents in DE, IL, KS, MN, NC, UT, WA). Always consult a licensed IP attorney before relying on assignment language.
IP ownership gaps are the single most common issue in Series A due diligence. Fix them upstream. This skill builds a defensible IP chain from day one.
Phase 1 — Intake
1.1 Entity & Team Structure
- [ ] Company legal name, state of incorporation, EIN
- [ ] Founders: names, equity %, contribution types (code, design, product, GTM)
- [ ] Current employees and contractors (count and roles)
- [ ] Advisors and consultants with product involvement
- [ ] Interns (paid and unpaid)
- [ ] International workforce (country-by-country list — each has different IP default rules)
1.2 IP Portfolio Snapshot
- [ ] Registered trademarks, applications, and common-law marks
- [ ] Patents filed, granted, pending; inventors listed
- [ ] Copyright-heavy assets (code, content, designs) with authors
- [ ] Trade secrets (source code, algorithms, customer lists, processes)
- [ ] Domain names, social handles, brand assets
- [ ] Open source components in use and distribution terms
1.3 Historical Contribution Inventory
- [ ] Code written before incorporation — by whom and when
- [ ] Pre-incorporation prototypes, designs, domain purchases
- [ ] Contributions from people never formally engaged (friends, advisors, early testers)
- [ ] Hackathon or accelerator project origin
- [ ] University involvement (IP policies at most universities claim IP from researchers)
- [ ] Prior employer overlap — any ex-colleagues contribute during transition?
1.4 Existing Agreements
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