Startup Law
Does my startup actually own its code and IP?
Your startup does not automatically own the code and content its people create — you must secure it in writing. Copyright in work created by an employee within the scope of employment belongs to the employer, but founders and independent contractors are not employees, so without a signed IP assignment they keep the rights to their work. Every founder, employee, and contractor should sign a confidential information and invention assignment agreement transferring all IP to the company.
Who owns the code my contractors write?
By default the contractor usually does — absent a signed agreement transferring ownership, an independent contractor generally keeps the copyright in what they create, even after you pay them. That is why a written IP assignment is essential.
Every contractor agreement needs an explicit IP assignment, not just a 'work made for hire' label.
What are the four kinds of IP protection?
Patents protect inventions (35 U.S.C. Section 101 sets patentable subject matter; the America Invents Act made the U.S. first-inventor-to-file), trademarks protect brand names and logos (Lanham Act), copyrights protect code and content (17 U.S.C. Section 102), and trade secrets protect confidential business information (Defend Trade Secrets Act, 18 U.S.C. Section 1836).
Most startups rely on a mix; which ones matter depends on your product.
What is a CIIAA and why does every team member need one?
A confidential information and invention assignment agreement assigns to the company all IP a person creates for the business and requires disclosure of prior inventions.
Without it, the company does not own its core asset — the single most common deal-killing diligence finding.
How does IP ownership affect fundraising and acquisition?
Investors and acquirers will ask whether every person who built the product assigned their work to the company; a gap can delay or kill a deal or reduce the price.
Fixing assignments early, while it is cheap, is far better than scrambling in diligence.
What about AI-generated code and AI models?
AI raises distinct ownership and protectability questions — whether AI-generated output is protectable, who owns it, and how model weights and training data are protected.
These are covered in depth in the firm's AI & Startup Law resources; this page links there rather than duplicating them.
Talk to a startup attorney
Building a product before everyone has signed an IP assignment? That gap can sink a financing. Lock down your chain of title in a 5-minute triage: (773) 777-9888.
Frequently asked questions
What if a co-founder hasn't signed an IP assignment?
Then that co-founder, not the company, owns the IP they created — and your company has no rights to it. This is a deal-breaker for investors. Fix it immediately with a signed assignment before you raise or sign customers.
Can I open-source my startup's code?
Yes, but the license you choose matters — some open-source licenses can restrict commercial use or require you to share proprietary modifications. Decide deliberately, and get guidance before you release code that your business depends on.
How do I protect an AI model or training data?
AI IP sits at the intersection of trade secret, copyright, and patent law — model weights may be protectable as trade secrets, and some architectures may be patentable. See the firm's AI & Startup Law resources for detailed, current guidance.
What's the difference between a copyright and a trademark?
Copyright protects creative expression — your code, text, and images. A trademark protects brand identifiers — your name and logo — from consumer confusion. A tech startup usually needs both, and they serve different purposes.
Is a 'poor man's copyright' (mailing it to myself) valid?
No. Copyright exists automatically when you create the work, but mailing yourself a copy does not prove ownership or substitute for registration. If you may need to enforce a copyright, register it with the U.S. Copyright Office.
Do I have to register my copyright to own it?
Ownership is automatic on creation, but registration is generally required before you can sue to enforce a U.S. copyright and unlocks additional remedies. Register the works that matter to your business.
More in Startup Law
- Startup Law — overview and all topics
- LLC or Delaware C-Corp for a Startup?
- The 83(b) Election
- Co-Founder Equity Splits and Vesting Schedules
- SAFE vs Convertible Note
- Corporate Transparency Act / BOI Reporting (2026 Status)
- Can I Advertise My Raise? Rule 506(b) vs 506(c)
- What Is a 409A Valuation and When Does My Startup Need One?
- Can I Pay My First Hire as a 1099 Contractor?
- Does Registering My LLC Protect My Brand Name? (Startup Trademarks)