IP Assignment
IP assignment is the documentation that proves the company owns the software, designs, content, inventions, and related intellectual property it claims to sell or operate. In technology diligence, missing contractor assignments, founder side agreements, open-source misuse, and third-party license restrictions can all impair valuation or closing certainty.
IP assignment is boring until it is existential. Buyers do not pay software multiples for code the target cannot prove it owns.
The cleanup work is mechanical: contractor agreements, employee invention assignments, open-source review, repository access history, license restrictions, and customer-specific work-product clauses. The earlier this is done, the less it feels like a closing condition.
Related terms
- Letter of Intent (LOI) — A non-binding transaction proposal that sets price, structure, exclusivity, diligence scope, and major conditions before definitive agreements.
- Quality of Earnings (QoE) — An independent forensic analysis of a target's reported earnings, normalizing for one-time items, accounting choices, and revenue-recognition decisions. The diligence step that determines real EBITDA.
Where this gets applied
- Exit Readiness — Pre-LOI cleanup. Financial reporting normalization, contract hygiene, IP assignment review, customer-concentration mitigation.
- Technical Debt — Quantification in dollars, not adjectives. Then a remediation plan that runs in parallel with delivery.
- Compliance & Security — SOC 2, CMMC, FedRAMP, security baselines for post-acquisition standardization.