IP Assignment Verification Checklist

Verify that all current employees have signed IP assignment agreements (PIIAs or CIIAAs)

Confirm that founders executed IP assignment agreements at or before incorporation

Check whether state-specific carve-outs apply (California Labor Code Section 2870, Illinois, Washington, etc.)

Review whether former employees who contributed to core IP signed assignment agreements before departure

Verify that employee invention disclosure procedures are documented and followed

Check for any employee claims to prior inventions listed in their PIIAs that overlap with company IP

Confirm that IP assignments cover all forms of IP (patents, copyrights, trade secrets, moral rights)

Identify all contractors, consultants, and agencies who contributed to core product development

Verify that each contractor agreement includes an express IP assignment clause (work-for-hire alone is insufficient for many IP types)

Confirm that contractor agreements include work-for-hire language for copyrightable works where applicable

Check whether any outsourced development firms retain licenses to reuse code or frameworks

Review whether university or research institution contributors have assigned or licensed their IP to the company

Verify that all joint development agreements clearly allocate IP ownership

Check for any government funding (SBIR, DARPA) that may create march-in rights or use restrictions

Obtain and verify the complete patent portfolio (issued, pending, provisional) with assignment chain for each

Confirm all patent assignments are recorded with the USPTO and any relevant foreign patent offices

Verify maintenance fee payments are current for all issued patents

Check whether any patents are subject to license-back obligations from prior acquisitions

Review all trademark registrations and confirm chain of title from original applicant to current owner

Identify any gaps in trademark use or registration that could affect enforceability

Verify that domain name registrations are held by the company (not founders or employees personally)

Conduct a software composition analysis (SCA) scan to identify all open source components

Flag any copyleft licenses (GPL, AGPL, LGPL) that could create obligations to disclose proprietary source code

Review compliance with attribution and notice requirements for all open source licenses

Verify that the company has an open source usage policy and that engineers follow it

Check for any third-party commercial software licenses that are non-transferable in an acquisition

Confirm that no open source contributions by employees created upstream obligations on company IP

Review whether any open source component has a license incompatible with the company's licensing model

Verify that reasonable measures are in place to protect trade secrets (access controls, NDAs, clean rooms)

Confirm that proprietary data sets, training data, and algorithms are properly classified and protected

Review whether any departing employees had access to trade secrets and signed adequate post-employment obligations

Check for any pending or threatened trade secret misappropriation claims

Verify that data room access logs demonstrate controlled distribution of sensitive IP materials

Confirm that the company's data collection practices comply with privacy laws and that data sets can be transferred

Review whether any trade secrets were disclosed in patent applications without adequate protection