Software Licensing & IP Ownership
Ownership of your software, code, and data is not automatic — it has to be contractually secured. We structure the agreements that lock in your IP before a deal, raise, or exit.
Do You Actually Need This?
Software IP gaps are invisible until due diligence — these four signals mean yours needs to be resolved now.
You have used contractors, freelancers, or agencies to build your software.
In the US and Canada, a contractor's work is not automatically owned by the company that commissioned it — unlike employees, contractors retain copyright unless there is a written assignment. Without IP assignment agreements in every contractor contract, a piece of your codebase may be owned by a developer you no longer work with.
You use open source software in your product.
Open source licenses have legal obligations. GPL and AGPL licenses can require you to open-source your entire codebase if you distribute software that includes them. Using open source without an OS compliance audit is one of the most common undisclosed risks in tech M&A due diligence.
You are preparing for due diligence — fundraising, acquisition, or licensing.
IP ownership is the first thing acquirers and investors verify. Chain-of-title gaps, missing assignments, or open source license non-compliance discovered in diligence can delay closings, reduce valuations, or trigger escrow holdbacks.
You want to license your software to third parties.
A software license agreement governs every right the licensee has — to use, modify, sub-license, or resell your software. A poorly drafted license can inadvertently transfer ownership rights, eliminate audit rights, or expose you to unlimited liability.
What You Get
- IP Assignment
Contractor & Founder IP Agreements
Work-for-hire clauses, IP assignment agreements, and inventions agreements for founders, employees, and contractors — capturing all software IP in the company from day one.
- OS Audit
Open Source Compliance Review
An inventory and risk assessment of open source components in your codebase — identifying license obligations, compatibility issues, and GPL/AGPL exposure before they surface in diligence.
- License Agreement
Software License Drafting
SaaS subscription agreements, perpetual software licenses, and OEM licensing structures — drafted to protect your IP while giving customers the rights they need.
- Due Diligence
IP Due Diligence Support
Legal support for the IP section of M&A or fundraising due diligence — reviewing representations and warranties, surfacing chain-of-title risks, and negotiating IP indemnification provisions.
Flat Fee. No Surprises.
IP Assignment
From $800per agreement set- Contractor IP assignment
- Work-for-hire clauses
- Confidentiality provisions
- One revision round
- Recommended
License Agreement
From $1,500per agreement- Custom software license (SaaS or perpetual)
- Usage restrictions
- Liability caps
- IP ownership protections
OS Compliance Audit
From $2,500one-time engagement- Open source inventory
- License obligation mapping
- GPL/AGPL exposure report
- Remediation plan
Your Questions Answered
No. In the US and Canada, independent contractors own their own work by default — unlike employees, whose work is automatically owned by the employer under work-for-hire doctrine. You must have a written IP assignment agreement with every contractor to transfer ownership to your company.
Open source compliance means using open source software in a way that satisfies the terms of its license. Permissive licenses (MIT, Apache) require attribution. Copyleft licenses (GPL, AGPL) can require you to release your own source code if you distribute derivative works. Non-compliance is a common but costly oversight.
A SaaS agreement is the contract between you and your customers governing their right to use your software. It covers permitted use, restrictions, data ownership, liability caps, termination rights, and dispute resolution. Every SaaS company needs one — standard template terms-of-service rarely provide adequate IP protection.
Acquirers conduct IP due diligence to confirm the target owns all software IP free and clear. Missing contractor assignments, unclear founder IP contributions, or open source non-compliance discovered in diligence can trigger price adjustments, escrow arrangements, or deal termination.
Copyright protects the specific code you write — not the underlying idea. Trade secrets protect unpatented technical information if you take reasonable steps to keep it confidential. NDAs, contractor agreements, and internal access controls are the legal infrastructure of trade secret protection for software.
