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05 — Joint IP Stack Audit

Who actually owns the code
when your biggest client co-built it?

Co-development deals, OEM agreements, and white-label arrangements leave IP ownership dangerously undefined. This audit resolves that ambiguity before it surfaces in an M&A process and becomes a deal-killer.

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The Problem

The M&A term sheet is the worst time to find out the client owns your stack.

Co-development deals and white-label agreements leave IP ownership undefined in ways that feel harmless during the partnership — and become catastrophic when an acquirer's legal team starts asking who actually owns what.

Standard collaboration agreements often fail to specify whether derivative works belong to the developer, the client, or are jointly owned. Under Argentine, Brazilian, and Mexican copyright law, default rules on work-for-hire and derivative works can result in your biggest client having a co-ownership claim on your core product.

This audit maps every co-development relationship, OEM arrangement, and white-label deal against the IP ownership provisions in your contracts — and tells you exactly where the exposure is before it shows up in a legal opinion from the acquirer's counsel.

What You Get

A complete IP chain of title — cleaned up before it matters.

Review of all co-development, OEM, and white-label contract IP provisions
Work-for-hire and derivative works analysis under applicable local law
Identification of undisclosed third-party IP claims or co-ownership risks
IP assignment gap analysis — which agreements need amendment before M&A
Risk matrix with priority remediation actions
Executive summary and M&A-ready IP chain of title documentation
Pricing

Choose your scope.

Starter
$299
2 business days
  • — Up to 2 agreements reviewed
  • — IP ownership analysis
  • — Risk matrix
  • — Remediation priorities
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Standard
Most popular
$499
5–7 business days
  • — Up to 5 agreements
  • — Full IP chain of title
  • — Work-for-hire analysis
  • — Assignment gap map
  • — PDF legal report
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Pro
$799
5–7 business days
  • — Unlimited agreements
  • — Full IP chain of title
  • — Redline recommendations
  • — M&A-ready documentation
  • — 30-min debrief call
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Who Is This For

For founders who have built with partners and want to sell without surprises.

Companies in pre-M&A process with co-development history
If you've built features or products in partnership with clients or OEM partners, you need this before an acquirer's legal team starts asking questions you don't have clean answers to.
SaaS companies with white-label arrangements or OEM distribution deals
White-label and OEM agreements routinely create implicit IP claims. The audit tells you exactly what rights your distribution partners have over your product code.
Founders approaching Series B who raised on joint-development revenue
Series B investors will ask whether your key enterprise customer also has IP rights in your platform. Clean documentation of IP ownership lets you answer that question with confidence.
FAQ

Common questions.

What documents do you need from me?

Your co-development agreements, OEM contracts, white-label agreements, and any IP assignment documents you have. If some agreements were oral or undocumented, we can discuss how to address that in scope.

Does this cover only LatAm agreements or US/EU contracts too?

Both. This audit reviews the IP provisions in all your relevant agreements regardless of governing law, and analyzes how LatAm local law would interpret those provisions for any work performed or delivered in LatAm jurisdictions.

Can you draft the amendment language needed to fix the gaps?

The Standard and Pro tiers include specific redline recommendations. If you need full drafting of amendment agreements to clean up IP ownership, that can be scoped separately as a follow-on engagement.

Get Started

Ready to get clarity?

Describe your co-development history and timeline. I'll reply within 48 hours with a scope and fixed price.

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Fixed price · 48h reply · No retainer required