IP & IT • Assignment • Licensing • Transfer
IP transfer & licensing: secure ownership and commercialize it safely.
This page is about the three most common tools for moving IP: assignment (transfer of ownership), licensing (permission to use),
and group/IP structuring (holding ↔ opco). We build enforceable documents and a clean chain of title that survives due diligence.
If the company sells the product, the company must own (or properly license) the IP — and be able to prove it.
When you need this
- Founders must transfer IP into a new company (investor-ready setup).
- Contractor-built code needs proper IP assignment and evidence.
- Holding/opco model: IP in holding, licensed to operating company.
- M&A/fundraising: buyer or investor requests clean chain of title.
Related: Software registration.
Core concepts
Assignment vs licensing vs transfer projects
We keep the logic simple: assignment changes ownership; a license grants usage rights; “transfer project” is the execution framework around either.
Ownership
Assignment (IP transfer)
Ownership moves from Party A to Party B. Best for: founders → company, contractor → company, asset acquisition.
- Define IP scope precisely (what exactly is transferred).
- Address derivatives/updates and related materials.
- Set consideration logic (paid / contribution / intra-group).
- Warranties: “owns it”, “no encumbrances”, “no conflicts” (as appropriate).
Outcome: Party B becomes the IP owner.
Commercial
Licensing
Ownership stays with the licensor; the licensee gets permission to use the IP under rules.
- Exclusive or non-exclusive use, territory, term, field-of-use.
- Restrictions: sublicensing, reverse engineering, copying, branding.
- Fees/royalties, reporting, audit rights (if needed).
- Termination, remedies, step-in and escrow options (transactional cases).
Outcome: controlled monetization without changing ownership.
Execution
Transfer project (the “pack”)
A structured engagement around assignment or licensing to make it enforceable across jurisdictions.
- Chain-of-title check and gap fixing (missing assignments).
- Authority approvals, signing logistics, notarization/legalization (if needed).
- Schedules: IP list, repos, domains, trademarks, deliverables.
- Post-transfer steps: recordation, access transfer, internal policy updates.
Outcome: documents + evidence that survive DD and disputes.
Deliverables
What we typically prepare
Below are practical deliverables used in real transactions: schedules, evidence, and clauses that prevent later “who owns what” fights.
Documents
Assignment / license agreements
Drafted to match your asset type and monetization model.
- Software, content, trademarks, designs, databases (as applicable).
- Schedules: IP list, repository list, domain list, deliverables.
- Warranties, liability and dispute handling mechanics.
- Confidentiality and non-disclosure layer (when needed).
Evidence
Chain-of-title & proof pack
So the buyer/investor can verify ownership in a clear way.
- Creator map: employees/contractors/contributors and timelines.
- Gap fixing: missing assignment / acceptance / deliverables proof.
- Evidence list: commits, releases, invoices, acceptance acts, access control.
- Third-party/IP risk flags (OSS or embedded assets).
Operations
Post-signing actions
Because paper alone is not enough — we align systems and assets.
- Trademark recordation strategy (where applicable).
- Domain/repo access transfer and admin rights clean-up.
- Internal IP policy baseline for new developments.
- Contract template updates to prevent repeating the gap.
Approach
How we scope the engagement
We start from your goal (DD, restructuring, sale, licensing) and build the shortest path to a clean, enforceable outcome.
What we ask first
- What IP is involved: software/brand/content/data and what is the “core”.
- Who created it and under which contracts (employees vs contractors).
- Where evidence lives (Git, Jira, invoices, acceptance documents).
- Which jurisdictions matter and whether recordation is needed.
If your goal is fundraising or M&A, we prioritize chain of title and evidence before anything else.
Typical engagement paths
Founder → company
Assignment + schedules + proof pack + update contractor templates.
Holding/opco model
Internal license + IP routing rules + commercialization alignment.
M&A / investment
DD-ready chain of title + warranties pack + closing checklist.
Outbound licensing
License scope + restrictions + SLA/liability structure + termination logic.
Often paired with: IP protection for startups.
FAQ
Common questions
Short answers. The details depend on asset type and jurisdictions.
Is paying a contractor enough to own the code?
Often no. Many jurisdictions require a written assignment or properly drafted clauses. We verify and fix the chain of title.
Do we always need an assignment, or is a license enough?
For fundraising and product sales, ownership in the company (or holding with a license) is often preferred. Licenses fit partnerships, group structuring, and phased deals.
Will this help in due diligence?
Yes. The goal is a DD-friendly pack: clear IP scope, clean chain of title, and evidence that supports ownership and transferability.
Do trademarks require recordation when ownership changes?
Often yes (depending on the jurisdiction). We advise on recordation steps and prepare the needed filing set.
Need to transfer or license IP safely?
Send a short note: what IP is involved, who developed it (employees/contractors), between which parties the deal happens,
and what the goal is (fundraising, M&A, restructuring, outbound licensing). We will propose a clear scope.
If you already have drafts, we can review and harden them for cross-border enforceability.
Good fit for this service:
- Founder → company IP transfers (startup investor readiness).
- Contractor-built code requiring assignment clean-up.
- Holding/opco models with internal licensing.
- M&A / investment transactions and DD preparation.
Practical deliverables: clear scope, clean chain of title, correct execution.