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Data and technology law

Technology IP due diligence

Establish what technology rights the business can demonstrate and where its ownership or licence chain has gaps.

Illustration of two professionals reviewing an agreement.

What the engagement delivers

We review selected employee and contractor assignments, software licences, open-source records and acquisition documents. Findings connect the missing evidence to the asset and proposed transaction or product use.

  1. Define the assets, versions and proposed transaction or use within scope.
  2. Map contributors and suppliers to the available rights documents.
  3. Record missing evidence and restrictions requiring assessment.
  4. Prepare findings linked to specific assets and possible remediation work.

Keep the reviewed document set identifiable. A diligence exercise covering selected repositories or products should not be described as confirming the rights position of the entire business.

Information to organise

  • Repository and asset inventory
  • contributor agreements
  • employment terms
  • vendor licences
  • open-source bill of materials
  • registrations
  • disputes.

Identify pre-existing tools, acquired code, commissioned work and third-party components separately. Link relevant contract schedules to the delivered asset and note changes in the contracting entity. Technical inventories supplied by the business should state their version and coverage.

A design or evidence issue to resolve

Paying a developer’s invoice does not document every right needed for future distribution or transfer. Trace the contract, contributor and deliverable rather than relying solely on possession of the code.

For example, a contractor may deliver a product containing a reusable framework and separately licensed components. The diligence record should distinguish those layers and the intended distribution model. It should not describe every component as exclusively owned merely because the finished product is in the company repository.

Boundaries and next steps

Code scanning, patent searches, foreign-law opinions and remediation negotiations are separately agreed. The review does not guarantee freedom from third-party claims.

The written scope identifies products, entities, jurisdictions, deliverables and fees. Share an initial description rather than confidential source code or personal datasets through the public enquiry form.

The handover identifies evidence reviewed, asset-specific findings, unresolved requests and decisions needed for the proposed transaction. Remediation may involve obtaining documents, revising permissions or further specialist assessment; those actions are not treated as complete when a finding is written. The IP ownership and licensing service covers separately agreed drafting work.

References and ownership framework

Copyright ownership and an assignment are separate questions. Sections 17–19 address first ownership, assignment and its documentation. The diligence record therefore examines the creator’s relationship, the work identified and the rights, duration and territory described in the documents, rather than relying only on an invoice.

The cited ownership provisions were consulted in the 2017 text. WIPO identifies later amendments and notes that a consolidated version is not yet available there. Confirm the operative provisions and transaction-specific exceptions for the assignment.

Related starting points