IP Assignment

Making sure the company, not individual founders or contractors, owns the code and inventions.

Also known as: IP assignment, intellectual property assignment, confidential information and invention assignment

IP assignment is the paperwork by which everyone who creates for the startup — founders, employees, contractors — transfers what they make to the company. Without it, the code legally belongs to whoever typed it, and the company is built on assets it does not own. Investors check this in every due diligence; missing assignments delay or kill rounds.

wrong:   founder codes app → company forms later → founder still owns the code personally
right:   assignment signed at formation → company owns everything from day one

Cover three groups from the start: founders (in the co-founder agreement or separate assignments, including pre-formation work), employees (in the employment contract), and contractors (in every contractor agreement — this is the one most often forgotten, especially with agencies and freelancers).

The classic mistakes:

Contractor code with no assignment. An agency delivers the app, keeps the IP by default in many jurisdictions, and you discover this during fundraising. Every contractor agreement assigns IP, no exceptions.
Pre-formation work unassigned. The prototype built before the company existed needs a written transfer into the company. Backdate nothing; assign now with correct dates.
Open-source contamination unexamined. Copyleft code (licenses) inside a proprietary product creates obligations acquirers will find. Know what is inside your codebase before they ask.
Employee side projects ambiguous. Without a clear inventions clause, a side project built on company time or equipment becomes a dispute. Define the boundary in writing.

Cover it at formation, not at fundraising. A one-page assignment per person, signed early, beats a forensic cleanup under term-sheet deadlines.