Skip to content
Playbooks

IP assignment

CONCEPT · LAST REVIEWED 2026-09 · SOURCED FROM 2 SESSIONS, JAN AND SEP 2026

An IP assignment agreement transfers ownership of work product from the person who made it to the company. Employees typically sign it inside a proprietary information and invention assignment agreement; contractors and advisors sign a standalone version. The assignment is only as good as the consideration behind it.

Why it matters

Section titled “Why it matters”

Ownership defaults to the creator, and the word you use for early helpers matters legally.

From the room

Section titled “From the room”

“You never want to use the word volunteers with people who are helping you build the company and develop IP.”

— Startup securities attorney, 15 years of practice · session, Jan 2026

If someone contributes work without consideration, their IP assignment is arguably invalid, which means your helpful early volunteer may own part of your product. Paper everyone: contractor agreement plus equity, real consideration, assignment signed. The exit session made the same point from the buyer’s side: quality of enterprise means IP assignment agreements for every person who ever touched your code, and it is one of the standard red-amber-green items to clear before a letter of intent.

Where founders get it wrong

Section titled “Where founders get it wrong”
  • The word “volunteer.”
  • Code before signature.
  • Equity-only contractors without an entity and paperwork.
  • Finding the gap in diligence.

Go deeper

Section titled “Go deeper”