Why IP assignment matters
Startups often assume the company owns whatever was built for the company. That assumption is dangerous. Ownership depends on facts, documents, employment status, timing, and applicable law.
Investors and acquirers care because the company's value may be the product. If the product is legally half-owned by a former contractor in another time zone, the diligence call gets spicy.
Who should sign?
- Founders: Especially for work created before incorporation.
- Employees: Usually through proprietary information and inventions assignment agreements.
- Contractors: Contractor agreements should clearly assign deliverables and related IP.
- Advisors: If they contribute ideas, materials, or technical work, document ownership.
- Agencies and dev shops: Make sure the company owns or has appropriate rights to the output.
What should the agreement cover?
A good agreement usually covers invention assignment, confidentiality, return of company materials, prior inventions, moral rights waivers where appropriate, and cooperation with future filings or enforcement. For contractors, it should also define deliverables, payment, open source restrictions, and third-party materials.
Building with founders, contractors, or advisors?
Nebo Legal helps startups put the right IP assignment agreements in place before diligence, financing, or customer review.
Book a callFAQ
Does paying a contractor mean the company owns the work?
Not necessarily. Payment alone is not a substitute for a clear written assignment.
Do founders need to assign IP?
Usually, yes, especially if work began before the company was formed.
Alex Ravski is the founder of Nebo Legal, P.C., a former Foley & Lardner attorney advising startups on formation, financing, and cross-border deals.