A legal review of a product starts with a simple question: what is the company entitled to use, modify and transfer? Code, interfaces, photographs, branding and technical documents may belong to different people. Files in a repository or payment to a contractor do not, by themselves, establish the full scope of the company’s rights.
Map the assets
In-house developments
For code, design and copy, record the creator, working arrangement, delivery date and ownership documents. Review developments created before the company was incorporated separately.
External components
Collect the terms for libraries, fonts, images and data. Check restrictions on commercial use, modification and distribution as part of the product.
Names and branding
Compare the corporate name, domain and product brand. Owning a domain does not automatically resolve trade mark rights.
Review the chain of documents
A developer agreement should specify the deliverables, the scope and mechanism of rights acquisition and the acceptance process. For employees, review assignments, duties and records of the work created. Where several contractors contributed to a project, a gap in one link may affect the whole product.
Rospatent explains that registration of software or a database is voluntary. A certificate and the underlying agreements serve different purposes: registration does not replace checking how rights passed from creators and contractors.
Prepare for investor due diligence
Create a separate folder containing agreements, acceptance records, licences and outstanding issues. Identify which rights belong to the company, which remain with founders and which need clarification. This allows the investor to assess the risk and the team to agree a plan for addressing gaps before the transaction.
If third parties appear to be using the product without permission, first preserve evidence of the conduct and establish your own rights. Then choose a response in light of the objective: stopping the use, reaching a contractual arrangement or bringing proceedings. The available claims depend on the IP concerned and the evidence.
An asset map and an unbroken chain of documents make product ownership understandable. Start there, then consider registration and protection for particular assets.