IP due diligence before a venture round: the founder’s checklist

Few things stall a financing round like an IP question nobody can answer. The uncomfortable part: most gaps are cheap to fix months before diligence and expensive to fix during it. Here is the sequence we use with founders.

1. Chain of title — the deal-breaker tier

Founders’ pre-incorporation work. Code written before the company existed belongs, by default, to the person — not the company. Paper the assignment.
Employees. Check what employment contracts actually say about work products; under Polish copyright law, written form for transfers of author’s economic rights is a validity requirement — verify, don’t assume.
Contractors and software houses. The riskiest category: invoices are not assignments. Each needs a written transfer or an adequate licence, including modification rights.

2. Open source — the silent scope creep

Inventory dependencies (an SBOM tool takes an afternoon), classify licences, and answer one question precisely: does anything copyleft (GPL/AGPL) sit in code you distribute or serve? Then write the two-page policy your engineers will actually follow.

3. Data and AI — the 2026 questions

Where did training and operational datasets come from, and what may they be used for?
Do vendor AI terms let you use outputs commercially — and do your customer contracts promise more than those terms allow?
Is personal data in the pipeline mapped to a lawful basis?

4. Brand and secrets — the quick wins

Trademark clearance and an EUIPO filing cost little compared to a forced rebrand at scale-up stage. For trade secrets: access control, NDAs that are actually signed, and an offboarding step that revokes and reminds.

The order of repair

Fix in this order: founder and contractor assignments → copyleft exposure in shipped code → data provenance for AI features → trademarks → the data room that proves all of it. Two to three focused weeks is a realistic window for a seed-stage company — before the term sheet turns the same list into conditions precedent.

Sources: Directive 2001/29/EC (copyright framework) · Polish Act on Copyright and Related Rights · EUIPO

This material is provided for general information and does not constitute legal, investment, tax, audit or other regulated professional advice. Its application depends on the facts, jurisdiction and current law. Verify the current status of the cited sources and obtain appropriate advice before acting.