Startup IP Checklist — Code, Product, Brand and Know-How

Why IP ownership matters

If the company does not own its intellectual property, it does not own its product. This is the simple, repeated failure that causes some of the most expensive problems in startups. During due diligence, an investor's first IP question is not whether the product is innovative — it is whether the company actually owns it.

Ownership gaps arise in predictable ways: a founder wrote code before incorporating, a freelancer built a component without an assignment, a designer created the logo as a side project. Each gap is easy to prevent and hard to fix retroactively, because it requires going back to the contributor and negotiating a new agreement — at terms they now control.

Code and product ownership

Code is protected by copyright, and the default rule in many cases is that the creator owns it — not the company that paid for it. Without an explicit assignment, a founder, employee or freelancer who writes code may personally own the copyright to that code.

The fix is an IP assignment agreement signed by every contributor — founders, employees and freelancers — that transfers all relevant rights to the company. This should cover past work (before incorporation), present work, and future work created in connection with the venture.

Brand: trademarks and domains

The company's name, logo and product names are its brand. Trademark registration protects the right to use these names in connection with the company's goods or services, and prevents others from using confusingly similar marks.

Before investing in a brand, the company should check whether the name is available — a trademark search avoids the costly discovery, after marketing spend, that the name is already taken. Domain names should be registered in the company's name, not in a founder's.

• Conduct a trademark availability search before committing to a name.
• Register trademarks for the company's name, logo and key product names.
• Register relevant domain names in the company's name.
• Record the brand assets as belonging to the company.

Patents and registrable inventions

Not every startup needs patents, but for some — hardware, deep tech, certain algorithms — patents are a core asset. A patent grants the right to exclude others from making, using or selling an invention for a limited period. Patent protection requires filing, and in many jurisdictions, filing before public disclosure.

If the company may seek patent protection, inventions should be documented, kept confidential before filing, and assigned to the company by the inventors. Public disclosure before filing can destroy patentability in some jurisdictions.

Confidentiality and know-how

Much of a startup's value is not registrable — algorithms, business methods, customer insights, technical know-how. These are protected by confidentiality, not by registration. A non-disclosure agreement (NDA) prevents employees, contractors, investors and partners from sharing the company's confidential information.

NDAs should be signed before confidential information is shared, not after. Internally, confidentiality obligations in employment and founders agreements ensure that know-how stays with the company when people leave.

Open source compliance

Using open source components is common and often necessary, but each license has terms. Some licenses require attribution; some require that derivative works be released under the same license (copyleft). Using a copyleft component in proprietary software can obligate the company to disclose its own source code — a serious problem.

The company should track the open source components it uses, the licenses that apply, and ensure compliance. This is increasingly checked during due diligence, especially by acquirers who will inherit the obligations.

• Maintain a list of open source components and their licenses.
• Review license obligations before integration, not after.
• Pay attention to copyleft licenses and their effect on proprietary code.
• Document attribution and compliance where required.

The agreements that make it stick

Ownership is established by agreement, not by intention. The following documents should be in place for every contributor:

• Founders agreement with an IP assignment clause for each founder.
• Employment agreements with IP assignment and confidentiality for each employee.
• Consulting / freelancer agreements with IP assignment for each contractor.
• NDAs with anyone who receives confidential information (investors, partners).
• Invention assignment forms where patent protection may be sought.

If any of these are missing, the IP ownership chain has a gap. Closing the gaps before due diligence is far cheaper than during it. If you are unsure where the gaps are, the Startup IP service can help.