I’ve negotiated software licensing, SaaS and OEM/ODM deals with global tech vendors, structured rights to existing IP and new development, and found a chain-of-title gap in IP due diligence.
§1
Before you hand over your product
A corporate customer may ask who owns your code and what is inside it. I check what you can promise — and what to fix first. That includes the terms of the AI coding tools your team uses.
A freelancer wrote a key module. The contract covers price and deadlines, but not IP.
Why it matters
Your company may not own that code — or may not be able to prove it.
What to do
Check who holds the rights under the applicable law. Then document the transfer or licence you need.
03Customer contractBefore signing
Found
The draft assigns all IP in the deliverables, “including any pre-existing materials”.
Why it matters
You would give away your reusable modules — and promise rights in third-party code that you cannot assign.
What to do
Separate three things: work made for the customer, your existing materials and third-party components.
Proposed edit · Illustrative excerpt — not a complete contract clause
Struck through = deleted · underlined = added
12.1Supplier assigns to Customer all intellectual property rights in the DeliverablesDeleted: , including any pre-existing materialsAdded: created specifically for Customer under this Agreement.
Added: 12.2Supplier keeps all rights in its pre-existing materials and grants Customer a non-exclusive licence to use them as part of the Deliverables, on the terms in Schedule 4.
Added: 12.3Third-party and open-source components listed in Annex 3 remain under their own licences.
§3
I publish open-source code myself
Open source · Apache-2.0
Alpha
Runs locally
Veqtor
Ask Claude what changed. Get your counterproposal back in Word.
A local tool for Claude: it reads Word redlines, checks quotes and writes your edits back as real tracked changes. I created it and maintain it.