Insights
Security & IP PostureJune 1, 20263 min read

Who Actually Owns Your Code? IP Assignment Gaps to Fix Now

IP assignment gaps are quiet until a buyer's counsel finds them, at which point they become a condition of closing.

Ownership questions rarely involve bad faith. They involve an early contractor with no assignment clause, a co-founder who left before paperwork was tidy, or an agency contract that granted a license rather than title.

What to reconcile

  • Every contributor in version control against a signed assignment
  • Agency and contractor agreements, checked for license versus transfer
  • Code written before incorporation
  • Contributions made by employees of other companies

These are solvable with correspondence and signatures when addressed early. Under exclusivity they become a closing condition with a clock attached.

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