The IP you think you're acquiring isn't always the IP you get.
IP ownership defects — assignment gaps, inbound license restrictions, and contractor IP ambiguities — are systemic in technology acquisitions. LegalVynt extracts every relevant provision across the full corpus before the deal closes.
Why IP diligence is harder than general M&A review
IP defects are structural, not surface-level. They require reading every employment agreement, every contractor NDA, every technology license.
In a technology acquisition, the IP stack is the asset. But IP ownership runs through dozens of agreements that are rarely in the same folder: employment agreements for the founding engineers, contractor arrangements from the early build phase, software license agreements for embedded third-party components, invention assignment agreements that may or may not have been signed at the right time.
The standard IP diligence checklist asks "does the target have signed assignment agreements?" The deeper question is whether the assignments cover what the target actually built, whether there are work-made-for-hire gaps from the contractor phase, and whether any inbound software licenses impose restrictions on the resulting codebase that limit what the acquirer can do with it post-close.
These aren't one-document findings. They emerge from reading the intersection of employment terms, contractor scopes, NDA IP carve-outs, and software license restrictions across potentially hundreds of agreements. No team running a standard checklist review finds all of them. LegalVynt extracts and cross-references all of them.
What LegalVynt extracts for IP review
Scans employment agreements and contractor arrangements for invention assignment and work-made-for-hire provisions. Flags missing assignments, assignments that don't cover the scope of work performed, or temporal gaps in assignment coverage (e.g., contractor work that predates the assignment agreement).
Extracts permitted use restrictions, sublicense prohibitions, and combination restrictions from inbound software and technology licenses. Identifies licenses that may limit the acquirer's intended use of the acquired technology stack post-close — particularly relevant for SaaS and embedded software acquisitions.
Extracts open source license references from technology agreements and any schedule references to OSS components. Flags copyleft licenses with distribution obligations that may affect the acquirer's ability to maintain the existing product distribution model post-close.
Extracts non-compete and non-solicitation provisions from employment agreements and founder arrangements. Evaluates scope, duration, and enforceability in the governing jurisdiction. Critical for acquisitions where the target's key engineering talent is part of the value proposition.
Extracts IP indemnification commitments from customer and partner agreements where the target has agreed to defend against IP infringement claims. Identifies the scope and cap of these obligations — material to deal structure when the target has enterprise customers under broad IP indemnification terms.
Reviewing a technology acquisition?
Tell us about the target's IP profile and the structure of the deal. We will outline what the IP audit will cover and the expected turnaround.
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