ip-legal

name	ip-legal
description	Prepares founders for all intellectual property and legal readiness questions from investors. Covers IP portfolio assessment, patent strategy, regulatory risk mapping, ownership chain documentation, and vulnerability audits. Use proactively whenever a founder mentions patents, IP ownership, legal risks, regulatory compliance, product liability, who developed the technology, or any investor question about what's unique and defensible. Also trigger for "do I need a patent", "what regulatory risks apply to me", "how do I protect my IP", or preparing the IP section of a data room.
used_by	["investor-agent","business-analyst","product-manager"]

IP & Legal Readiness — Founder OS

Prepares you for every investor IP and legal question. Covers 5 dimensions: uniqueness articulation, IP portfolio, legal risk mapping, protection strategy, and vulnerability audit.

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The Investor IP Audit: What They're Looking For

Investors don't expect perfection. They expect awareness. The worst answer is "I haven't thought about this." The best answer maps your risks and shows a plan.

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Dimension 1: Uniqueness & Problem-Solution Fit

Investor questions: "What is unique about the company?" / "What big problem does it solve?"

How to Articulate True Uniqueness

Three layers of differentiation, in order of defensibility:

Layer	What It Is	Example
Technical	What your technology can do that others cannot	Proprietary algorithm, unique data moat, novel process
Market	Insight you have that competitors missed	Underserved segment, timing advantage, distribution insight
Execution	How your team or approach creates compound advantages	Speed, founder-market fit, existing relationships

The Copy Test Prompt:

If a well-funded competitor saw your product today and tried to replicate it
in 6 months, what specifically would they NOT be able to copy?

List everything they could copy easily.
List everything they couldn't — this is your real IP.

Then answer: Is your moat technical, data-based, network-based, or brand-based?
Which of these is most defensible at your current stage?

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Dimension 2: IP Portfolio Assessment

Investor questions: "What IP do you own?" / "Who developed it?" / "How are assets owned?"

IP Asset Categories

Type	Protection	Cost	Timeline
Patents (utility, provisional, design)	Filed, granted, pending	$2K–$30K	2–4 years
Trademarks (names, logos, taglines)	Registered or common law	$250–$400/class (USPTO)	8–12 months
Copyrights (code, content, docs)	Automatic; registration strengthens	$35–$65	Immediate
Trade secrets (algorithms, processes, data)	NDAs + employment agreements	Internal cost	Ongoing
Domain names + digital assets	Registration	$10–$50/year	Immediate

Ownership Chain — Every Link Must Be Documented

Creator	Required Document
Founders	IP assignment agreement signed at incorporation
Employees	Work-for-hire + PIIA in employment contract
Contractors	Explicit IP assignment clause in every contract
Pre-incorporation work	Founder IP assignment retroactively covers this
University research	Check whether university retains rights

Open source risk: GPL-licensed code embedded in proprietary product may require open-sourcing your entire codebase. Run an open source audit before fundraising.

IP Audit Prompt

List every piece of IP your company has:
- Patents (filed, granted, pending, provisional)
- Trademarks (registered, pending, common law)
- Proprietary algorithms or processes
- Unique datasets or training data
- Core codebase
- Brand assets

For each item, answer:
1. Who created it?
2. When was it created?
3. Under what agreement?
4. Is it formally assigned to the company?
5. Where is the documentation stored?

Then identify: What's the single biggest ownership gap that needs fixing this month?

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Dimension 3: Legal Risk Assessment

Investor questions: "What legal risks do you see?" / "Product liability risks?" / "Regulatory risks?"

Legal Risk Categories

Risk Type	Examples	Severity Signal
Product liability	Decisions affecting health, finances, safety	AI bias, data errors, security breaches
Regulatory compliance	Industry-specific frameworks	GDPR, HIPAA, SEC, FDA, PCI-DSS
Employment	Contractor misclassification, equity grants	1099 vs W2, option grant timing
Contract	SLA exposure, vendor dependencies, customer terms	Unlimited liability clauses
Litigation	Patent trolls, competitor claims, employee disputes	Prior art, separation agreements

Industry-Specific Regulatory Frameworks

Industry	Primary Regulations	Timeline to Comply
SaaS / Data	GDPR, CCPA, SOC 2 Type II	SOC 2: 3–6 months
Fintech	SEC, state money transmitter licenses, PCI-DSS	6–18 months
Healthtech	HIPAA, FDA 510(k) or De Novo	FDA: 6 months–3 years
AI/ML	EU AI Act (if EU market), algorithmic bias auditing	Ongoing
EdTech	FERPA, COPPA (if serving minors)	COPPA: immediate

Regulatory Risk Mapping Prompt

For my business: [describe product and market]

Identify the top 5 regulatory frameworks that apply.
For each:
1. Current compliance status (compliant / in progress / not started)
2. Cost and timeline to achieve compliance
3. Risk if non-compliant (fine range, market access, reputational)
4. Whether this is a blocker to fundraising or a known risk to disclose

Output as a table. End with: "The single regulatory risk most likely to concern
an investor in this business is [X] because [reason]."

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Dimension 4: IP Protection Strategy

Investor questions: "Are there additional patents pending or planned?"

IP Protection Prioritization Matrix

Value	Copyability	Strategy
High	Easy to copy	Patent immediately (core algorithms, novel processes)
High	Hard to copy	Trade secret (proprietary data, models, internal processes)
Medium	Easy to copy	Trademark (brand, product names)
Support asset	Any	Copyright registration (code, documentation)

Patent Options for Startups

Option	Cost	Timeline	What It Gets You
Provisional patent	$2–5K	File in days	12 months of "patent pending" status + priority date
Utility patent	$15–30K	2–4 years	20-year protection once granted
Defensive publication	Free	Immediate	Prevents others from patenting your innovation
Freedom-to-operate analysis	$5–15K	2–4 weeks	Identifies patents you might infringe

Decision rule: If a competitor patenting your core technology would be catastrophic, file a provisional this month. If your moat is data or network effects, trade secret protection + rapid execution matters more than patents.

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Dimension 5: IP Vulnerability Audit

Investor questions: "Have any employees or partners left who may challenge these rights?"

Risk Factors to Review Before Fundraising

Situation	Risk	Fix
Co-founder left before IP assignment signed	They may own part of the technology	Get signed assignment retroactively or document the gap
Contractor built core components without IP clause	Contractor may retain rights	IP assignment agreement signed by contractor
University research informed the product	University may claim rights	Review university IP policy, get written release if needed
Previous employer IP overlap	Former employer may claim ownership	Document clean room development, get legal opinion
Open source GPL in proprietary code	May require open-sourcing your product	Open source audit, replace GPL components if needed

IP Vulnerability Checklist

Before your next investor meeting, verify:

[ ] All founders signed IP assignment agreements at incorporation
[ ] All employees have signed PIIA
[ ] All contractors have signed IP assignment agreements
[ ] Open source audit completed — no GPL/AGPL in proprietary core
[ ] No former employer claims on founding IP
[ ] All departed team members signed separation agreements with IP release
[ ] 409A valuation current (required before issuing any stock options)
[ ] No undisclosed equity promises or verbal agreements outstanding

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Integration with Other Skills

• IP narrative feeds → investor data room (Product/IP section)
• Regulatory mapping feeds → skills/public/market-research/SKILL.md T-Score Defensibility Index
• Uniqueness articulation feeds → skills/public/gtm-strategy/SKILL.md competitive positioning statement
• Run alongside → skills/public/corporate-structure/SKILL.md (ownership chain + cap table)