Intellectual Property

Getting Ownership Right

One of the biggest IP mistakes founders make is failing to ensure the company—not individual founders, employees, or contractors—owns the IP. We help you put agreements in place to:

• Assign pre-formation IP from founders to the company.
• Ensure employees and contractors sign Proprietary Information and Inventions Assignment Agreements (PIIAAs).
• Cover advisors, consultants, and joint developers with clear IP and confidentiality agreements.

Proper assignments avoid the nightmare of an investor discovering that your code, designs, or trademarks are legally owned by someone else.

Types of Intellectual Property To Know

• Trademarks: Protect your company name, logo, and brand identity.
• Copyrights: Secure ownership of code, content, and creative works.
• Patents: Safeguard inventions, processes, and unique technology.
• Trade Secrets: Protect know-how, formulas, and proprietary methods through confidentiality agreements and policies.
• Domain Names: Ensure domains are registered in the company’s name, not an individual’s.

IP in Contracts

Strong contracts are essential for protecting intellectual property. We regularly draft and review:

• NDAs with partners, vendors, and potential investors.
• Licensing agreements for inbound and outbound use of IP.
• Open-source policies to manage risks when using third-party code.
• Joint development agreements to clarify ownership when IP is built with others.

Why IP Matters in Diligence

In financings and acquisitions, investors will scrutinize your IP. They’ll want to confirm:

• All founders, employees, and contractors assigned their IP to the company.
• No material IP is encumbered by liens or licenses.
• Trademarks and patents are properly registered.
• No infringement disputes are pending or likely.
• Open-source use is tracked and compliant.

Being “diligence ready” with clean IP records can accelerate transactions and strengthen your negotiating position.

‍Do I need to file a trademark right away?
Not always, but it’s best to file early if your brand name is central to your business or if you’re expanding nationally.

What if we built IP before forming the company?
That’s common. We can transfer those assets into the company through founder assignment agreements.

Can contractors own IP they create for my business?
Yes—unless your contracts assign it to the company. That’s why contractor agreements are critical.

What about open-source code?
Open-source can save time and money, but it comes with license obligations. We help you implement policies to stay compliant and avoid disputes.

Do investors really care about IP?
Absolutely. IP ownership and protection are always top diligence items. Gaps can delay deals, reduce valuations, or even kill transactions.