IP Audit Checklist: Asset Inventory, Chain of Title, Encumbrances, Maintenance, Budget, and Board Reporting

By Casey Scott McKay · 2026-05-29

This checklist runs an intellectual property audit as a defined engagement, in the order the work actually proceeds. It opens with scoping and privilege structure, then builds the inventory from office records rather than the internal docket and captures the unregistered rights through structured interviews. It works chain of title verification in detail - the assignment language classification that decides ownership, the sampling method, and the remediation route for each recurring defect. It covers encumbrance mapping from contracts, change of control extraction, security interest searches, open source scanning, trade secret categories, and foreign reconciliation. It closes with pruning criteria, the three registers, board reporting, and the governance controls that make the next audit cheap.

IP and Technology > General IP | Checklist | Published 29 May 2026 - Updated 23 July 2026 | Casey Scott McKay - marksy.us

Summary. This checklist runs an intellectual property audit as a defined engagement, in the order the work actually proceeds. It opens with scoping and privilege structure, then builds the inventory from office records rather than the internal docket and captures the unregistered rights through structured interviews. It works chain of title verification in detail — the assignment language classification that decides ownership, the sampling method, and the remediation route for each recurring defect. It covers encumbrance mapping from contracts, change of control extraction, security interest searches, open source scanning, trade secret categories, and foreign reconciliation. It closes with pruning criteria, the three registers, board reporting, and the governance controls that make the next audit cheap.

Keywords: IP audit checklist · audit scoping · office record reconciliation · unregistered rights capture · chain of title verification · assignment language classification · confirmatory assignment · recordation remediation · encumbrance mapping · change of control review · security interest search · open source scan · trade secret categories · foreign portfolio reconciliation · pruning criteria · maintenance budget · asset register · contract register · board reporting · governance controls

How to use this checklist

| Phase | What it covers | |---|---| | 1 | Scoping and privilege | | 2 | Registered inventory | | 3 | Unregistered capture | | 4 | Title sampling | | 5 | Assignment language | | 6 | Inventorship and authorship | | 7 | Recordation | | 8 | Ownership remediation | | 9 | Contract collection | | 10 | Encumbrance extraction | | 11 | Change of control | | 12 | Security interests | | 13 | Standing obligations | | 14 | Open source | | 15 | Trade secrets | | 16 | Foreign portfolio | | 17 | Pruning | | 18 | Registers | | 19 | Reporting | | 20 | Governance |

Boxes marked [Gate] must clear before the report is delivered or the transaction data room is opened.

The matter. Forty employees, twelve registrations, one product. The registration schedule took an afternoon. The ownership review took a week and found that nobody owned the mobile application.

Phase 1. Scoping and privilege

[ ] [Gate] Establish the driver: transaction, financing, integration, cost, litigation readiness, or governance.
- Why. It determines depth and sequence; an audit without one expands indefinitely.
- Trap. Accepting "we should probably look at our IP" as a scope.
[ ] State which of the four questions are in scope — what exists, who owns it, what is encumbered, what to keep.
[ ] Define the asset perimeter: entities, jurisdictions, product lines, acquired businesses.
[ ] Fix the output: one-page report, three registers, remediation plan with owners and dates.
[ ] Fix the timeline, and treat overrun as scope failure rather than as diligence.
[ ] Name one person accountable for the output.
[ ] Assemble the team: counsel, docketing, product management, finance, engineering.
[ ] [Gate] Establish the privilege structure — counsel directs, findings memoranda marked, remediation planning inside it.
- Trap. Marking the registers privileged, which makes them unusable in the transactions they exist to serve.
[ ] Agree what will not be written down: assessments of third-party rights the business may be infringing.
[ ] Obtain the current annual maintenance spend by category and jurisdiction from finance.

Phase 2. Registered inventory

[ ] Pull patents and applications from the Office records, including status and file wrapper events.
[ ] Pull trademark registrations and applications, including recorded assignments and status.
[ ] Pull copyright registrations from the Copyright Office catalogue.
[ ] Pull domain registrations from registrar records, with registrant of record for each.
[ ] Pull foreign rights from each office's public register where available.
[ ] [Gate] Reconcile every item against the internal docket.
- Why. The docket is what is being tested, and divergence is a finding rather than an error to correct silently.
- Trap. Building the inventory from the docket, which validates nothing.
[ ] Record every divergence: missed deadlines, silent abandonments, registrations for discontinued products.
[ ] Confirm next-action dates from the office record, not the docket.
[ ] Note assets approaching maintenance decision points under 35 U.S.C. § 41, 15 U.S.C. § 1058, and 15 U.S.C. § 1059.

Phase 3. Unregistered capture

[ ] Interview product management, marketing, and engineering separately.
[ ] Ask what the business sells and what each thing is called.
[ ] Ask what names appear on packaging, in the interface, and in campaigns.
[ ] Ask what the business would be damaged by losing.
[ ] Ask what is launching in the next twelve months.
[ ] List marks in use but unfiled, with first use dates where ascertainable.
[ ] List copyrightable works of value: software, documentation, marketing assets, photography, training content.
[ ] List designs: product appearance, packaging, interface elements.
[ ] List datasets with provenance.
[ ] [Gate] List domains and social handles with the registrant of record for each.
- Why. These are frequently held in individual names and leave when the person does.
- Trap. Assuming the marketing department controls an account created by a contractor five years ago.
[ ] Identify works where enforcement would matter, and triage for copyright registration.
- Why. 17 U.S.C. § 412 conditions statutory damages and fees on timely registration, and Fourth Estate Public Benefit v. Wall-Street.com requires registration rather than application before suit under 17 U.S.C. § 411.
[ ] Compare the resulting list against the registration list and record the gap as a finding.

Phase 4. Title sampling

[ ] Select the ten most valuable assets by product association.
[ ] Select the twenty most recent employee hires in technical and creative roles.
[ ] Select every founder.
[ ] Select every contractor engagement above a stated value threshold.
[ ] Select any asset arising from an acquired business.
[ ] Select any asset arising from a joint development relationship.
- Why. Defects cluster by era, hiring wave, and business unit; sampling by these axes finds the clusters.
- Trap. Random sampling, which spreads effort evenly across a non-uniform problem.
[ ] For each sample, obtain the executed agreement, not the template.
[ ] Where the template changed during the period, obtain each version with its effective dates.
[ ] Obtain statements of work as well as master agreements for contractor engagements.
- Trap. Adequate master terms superseded by a statement of work with none.

Phase 5. Assignment language

[ ] [Gate] Read the operative clause in each sampled agreement and classify it.
- Present assignment — "hereby assigns," title transfers on execution.
- Promise to assign — "agrees to assign," title remains with the individual.
- Absent — no intellectual property terms.
- Why. Filmtec v. Allied Signal established the distinction and Board of Trustees of Leland Stanford Junior University v. Roche Molecular Systems applied it to defeat a university's claim.
- Trap. Ticking a box that says an agreement exists.
[ ] Confirm employees were employees in fact under the agency test in Community for Creative Non-Violence v. Reid.
[ ] Confirm patent assignments exist and predate the relevant inventions, since there is no employer default for patents.
[ ] Confirm contractor agreements contain express assignments, since software is not an enumerated work made for hire category.
[ ] Confirm founder assignments cover pre-incorporation work and were supported by consideration.
[ ] Confirm joint development agreements allocate ownership, since 35 U.S.C. § 262 otherwise lets each joint owner license the whole patent.
[ ] Confirm trademark assignments include the goodwill of the business under 15 U.S.C. § 1060.
- Trap. Boilerplate transferring "all intellectual property" with no goodwill language, which is an assignment in gross.
[ ] Confirm the named assignee is an entity that exists today.
[ ] Record the classification per asset in the register.

Phase 6. Inventorship and authorship

[ ] Confirm named inventors match actual contributors to conception under Pannu v. Iolab.
[ ] Identify omitted contributors, particularly on collaborative or acquired inventions.
- Why. An omitted inventor who has not assigned can license the patent to anyone, including a competitor.
[ ] Identify named inventors who did not contribute, which is equally a defect.
[ ] Confirm each named inventor has assigned.
[ ] Where correction is needed, assess 35 U.S.C. § 256 and confirm the absence of deceptive intent.
[ ] For copyright, identify joint authors and confirm each has transferred under 17 U.S.C. § 204.
[ ] For acquired creative works, identify whether moral rights apply under 17 U.S.C. § 106A or under foreign law.

Phase 7. Recordation

[ ] Check the Office assignment records for every material patent and trademark asset.
[ ] Check Copyright Office records for recorded transfers under 17 U.S.C. § 205.
[ ] Identify executed but unrecorded assignments.
- Why. 35 U.S.C. § 261 makes an unrecorded assignment void against a subsequent bona fide purchaser without notice, and recordation is the first thing a buyer checks.
[ ] Identify recorded assignments naming dissolved or renamed entities.
[ ] Identify gaps in the chain between original assignee and current owner.
[ ] Confirm name-change recordations were filed where entities were renamed.
[ ] Confirm foreign recordation where it is a substantive requirement rather than a protective step.
[ ] Record recordation status and date per asset, and calculate the clean-title percentage.

Phase 8. Ownership remediation

[ ] [Gate] Produce a remediation plan with a route, an owner, a cost, and a date for every defect.
- Why. Findings without remediation are worse than no audit, because the company now has written notice.
[ ] Promise-to-assign, employee current: execute confirmatory present assignments; consider nominal consideration; update the template.
[ ] Promise-to-assign, employee departed: approach with consideration; assess specific performance and scope of employment as fallbacks.
[ ] Contractor gap, relationship ongoing: fold the assignment into the next statement of work.
- Why. This is the cheapest window and it closes when the relationship ends.
[ ] Contractor gap, relationship ended: negotiate a standalone assignment; expect to pay; assess implied licence as the weaker fallback.
[ ] Contractor unreachable or refusing: assess replacement cost, implied licence coverage, and disclosure obligations.
[ ] Founder work unassigned: execute a contribution or assignment agreement with consideration.
[ ] Unrecorded assignments: record them.
[ ] Wrong entity: execute and record confirmatory assignments through the correct chain.
- Trap. Assuming a nunc pro tunc assignment retroactively creates standing for a suit already filed.
[ ] Trademark assignment without goodwill: execute and record a confirmatory assignment including goodwill.
[ ] Inventorship error: petition under 35 U.S.C. § 256 and obtain assignment from any added inventor.
[ ] Domains and handles in individual names: transfer to a corporate account with a role-based email and lock the registrar account.
[ ] Sequence: flagship product first, departing personnel second, everything else on the plan.
[ ] Report closure against the plan monthly until clear.

Phase 9. Contract collection

[ ] Collect every licence in and out.
[ ] Collect settlement, coexistence, and consent agreements.
[ ] Collect joint development and collaboration agreements.
[ ] Collect security agreements and any intercreditor documents.
[ ] Collect government contracts and grant agreements.
[ ] Collect standards declarations and participation agreements.
[ ] Collect vendor and supplier agreements granting access to confidential information.
[ ] [Gate] Where no contract repository exists, building the index is the first deliverable.
- Why. Encumbrance review without an index is archaeology, and the cost falls on this engagement and every future one.
- Trap. Accepting a list of counterparties in place of the documents.
[ ] Identify contracts referenced in others but not located, and chase them specifically.

Phase 10. Encumbrance extraction

[ ] Extract per contract: counterparty, date, direction, subject matter, assets affected.
[ ] Extract exclusivity, field, and territory.
[ ] Extract term, termination triggers, and notice periods.
[ ] Extract assignment and sublicensing rights.
[ ] Extract rate provisions including most-favoured-nation and adjustment clauses.
[ ] Extract enforcement rights, audit rights, and reporting obligations.
[ ] [Gate] Flag every exclusive grant out, with precise field, territory, and term.
- Why. An exclusive grant removes the licensor's own field, which executives routinely do not realise.
- Trap. Recording "exclusive licence" without the field, which is the operative detail.
[ ] Note where an exclusive licensee holds all substantial rights and may sue alone.
[ ] Flag inbound licences whose termination would end a product.
[ ] Produce a one-page encumbrance summary listing every restriction on what the business may do with its own assets.

Phase 11. Change of control

[ ] [Gate] Extract the change of control provision from every material inbound licence.
- Why. It is the provision that blocks or reprices transactions, and it is invisible in any docket.
[ ] Classify each: silent, consent required, automatic termination, or rate adjustment.
[ ] Identify which products depend on each affected licence.
[ ] Identify consent counterparties and assess the likely cost of consent.
[ ] Extract the equivalent provisions from outbound licences, which affect what a buyer inherits.
[ ] List the results separately for the transaction team rather than burying them in the register.
[ ] Where a licence is critical and the provision is hostile, consider renegotiating in advance of any process.

Phase 12. Security interests

[ ] Search the relevant filing offices for financing statements against general intangibles under Uniform Commercial Code Article 9.
[ ] Search Office assignment records for recorded patent and trademark security interests.
[ ] Search Copyright Office records for recorded copyright security interests.
[ ] [Gate] Identify interests securing facilities that have been repaid but never released.
- Why. Unreleased liens cloud title and surface in diligence years later.
- Trap. Relying on the client's statement that there are no liens.
[ ] Obtain releases or terminations for anything discharged.
[ ] Confirm current facility documents describe the collateral accurately.
[ ] Confirm any negative pledge or restriction on licensing imposed by lenders.

Phase 13. Standing obligations

[ ] Identify standards declarations made in respect of any asset, to which body and on what terms.
- Why. They run with the patent and bind successors, which materially affects what the portfolio is worth. See The Promise You Made to the Standards Body.
- Trap. Declarations made by engineers at meetings that legal never heard about.
[ ] Identify federally funded inventions and their obligations under 35 U.S.C. § 202.
[ ] Confirm Bayh-Dole elections and disclosures were made within the statutory periods.
- Why. Late election can forfeit title, and the defect is unfixable after the fact.
[ ] Confirm the government licence, march-in exposure, and US manufacturing preference are recorded against the affected assets.
[ ] Identify covenants not to sue, coexistence agreements, and consents constraining enforcement.
[ ] Identify any obligation to license on defined terms arising from settlement or regulatory undertaking.
[ ] Where a counterparty is distressed, note that Mission Product Holdings v. Tempnology treats rejection as breach rather than rescission.

Phase 14. Open source

[ ] [Gate] Run composition analysis over the codebase, including build dependencies and container images.
- Trap. Relying on developer recollection or a manually maintained list, both of which are incomplete.
[ ] Classify results by licence family: permissive, weak copyleft, strong copyleft, network copyleft, non-standard.
[ ] Assess obligations against the distribution model — on-premises, embedded, hosted, or mixed.
[ ] Identify strong copyleft components linked into proprietary code that ships.
[ ] Identify components with unsatisfied attribution obligations.
[ ] Identify components with patent termination provisions relevant to any assertion programme.
[ ] Identify components with no identifiable licence.
[ ] Identify modified upstream code, which raises obligations unmodified use does not.
[ ] Select a remediation route per finding: replace, isolate, comply, licence commercially, or accept and disclose.
[ ] Produce a maintained bill of materials and a notices file that is actually accurate. See Copyleft and Consequences.
[ ] Publish a policy listing pre-approved licences with a review route for anything else.

Phase 15. Trade secrets

[ ] Inventory by category, not by item: processes, formulations, models and algorithms, customer and pricing data, supplier terms, unpublished research.
[ ] For each category record where it lives, who has access, what agreements bind them, and the consequence of loss.
[ ] Assess reasonable measures against 18 U.S.C. § 1836 and applicable state law.
[ ] Confirm confidentiality agreements are in force and current for employees, contractors, and vendors.
[ ] Confirm access controls actually restrict rather than nominally exist.
- Trap. A shared drive everyone can read, described in policy as access-controlled.
[ ] Confirm marking practice for documents and repositories.
[ ] [Gate] Confirm exit procedures include a written acknowledgement of what the departing person could access.
- Why. The exit gap is the most common weakness and the hardest to reconstruct later.
[ ] Confirm vendor terms carry equivalent obligations and audit rights.
[ ] Identify access granted under agreements that have expired.
[ ] Assess whether the programme depends on restrictive covenants, which is a structural weakness. See Where an Employee Can Go.

Phase 16. Foreign portfolio

[ ] Reconcile against each office's public register rather than the agent's reporting.
[ ] Confirm the agent chain: who is instructed, still in practice, address for service current, fees paid.
- Trap. Correspondence sent to a firm that dissolved, which is how foreign rights are lost silently.
[ ] Check non-use vulnerability in jurisdictions with three or five year use requirements.
[ ] Confirm assignment recordation where it is substantive rather than protective.
[ ] Identify employee inventor compensation exposure in jurisdictions that grant statutory remuneration.
[ ] Identify non-waivable moral rights affecting acquired or commissioned creative works.
[ ] Confirm priority chains and that certified copies were filed. See The Priority Chain.
[ ] Produce a jurisdiction table with counts, agent, next actions, annual cost, and use status.

Phase 17. Pruning

[ ] [Gate] Run the exercise with product management in the room.
- Why. Counsel alone keeps everything and finance alone cuts into the muscle.
[ ] For each asset, ask whether it protects a current or planned product or brand.
[ ] Ask whether it has licensing or assertion value independent of a product.
[ ] Ask whether it blocks a competitor or preserves design freedom.
[ ] Ask whether abandoning it creates freedom-to-operate exposure, brand risk, or a gap a squatter could fill.
[ ] All four no means prune; any yes means keep, with the reason and a review date recorded.
[ ] Check for pending continuations before abandoning a patent family.
- Why. A live continuation preserves the ability to draft claims to a competitor's product, and is usually worth more than the parent's maintenance fee.
[ ] Diary the maintenance decision points under 35 U.S.C. § 41, which escalate and are known years ahead.
[ ] Consider sale or donation rather than abandonment for assets with residual value.
[ ] For trademarks, delete unused goods rather than filing an inaccurate declaration of use.
- Why. An inaccurate declaration under 15 U.S.C. § 1058 is a false statement that can invalidate the entire registration, and unused goods are exposed to cancellation under 15 U.S.C. § 1064.
[ ] Preserve incontestable registrations under 15 U.S.C. § 1065 even where newer filings overlap.
[ ] Record that abandonment is irreversible and that goodwill does not transfer with a released mark.
[ ] Produce a pruning list with the annual saving attached, as a decision with options.

Phase 18. Registers

[ ] Build the asset register: type, identifier, jurisdiction, status, owner of record and in fact, recordation status, assignment instrument and language classification, inventors or authors with assignment status, products protected, encumbrance references, next action, annual cost, and keep/prune/review with decision date.
[ ] Build the contract register: counterparty, date, direction, subject matter, assets affected, exclusivity, field, territory, term, termination, change of control, assignment and sublicensing, rate provisions, and enforcement and audit obligations.
[ ] Build the trade secret register by category with owner, systems, access population, and measures.
[ ] [Gate] Name one person to maintain all three.
- Trap. Distributed ownership, which means nobody updates them.
[ ] Define update triggers: new filing, new agreement, personnel change, entity change, financing, product launch or discontinuation.
[ ] Choose a format the organisation will actually maintain; a kept spreadsheet beats an abandoned system.
[ ] Confirm the registers are business records and are not marked privileged.

Phase 19. Reporting

[ ] Write one page with four sections; everything else is an appendix.
[ ] Section one, exposure: no more than four findings, each with consequence, cure, cost, owner, and date.
[ ] Section two, decisions required: each with options and figures.
[ ] Section three, work in progress: remediation with owner, date, and status.
[ ] Section four, numbers: asset counts by type and jurisdiction, maintenance spend, trend, and clean-title percentage.
[ ] Tailor the one-pager to the reader — board, general counsel, or transaction team — from the same underlying registers.
[ ] State clearly what was not examined, and why.
- Trap. A report that implies coverage it does not have, which is the most damaging thing an audit can produce.
[ ] [Gate] Deliver with a single explicit ask, so the meeting produces a decision.
[ ] Judge the audit by whether a decision follows within thirty days.

Phase 20. Governance

[ ] Present-tense assignment language in every employee and contractor template.
[ ] Onboarding gate: assignment plus prior-inventions disclosure on day one, tracked by human resources.
[ ] Procurement gate: no statement of work without executed intellectual property terms.
[ ] Recordation service level, tracked as a metric.
[ ] Invention capture route and a filing committee meeting on a schedule.
[ ] Brand clearance route with a defined turnaround.
[ ] Contract repository with filing at execution.
[ ] Open source policy with automated bill of materials generation in the build pipeline.
[ ] Trade secret programme with annual access reviews.
[ ] Annual docket reconciliation against office records.
[ ] Annual portfolio meeting with product management producing filing and pruning lists together.
[ ] Two-page board report annually.
[ ] The metric that matters. Percentage of material assets with clean, recorded title, reported and trended.

Phase 21. Metrics

[ ] Clean, recorded title as a percentage of material assets.
[ ] Present-assignment language as a percentage of agreements in force.
[ ] Median days from assignment execution to recordation.
[ ] Docket-to-office reconciliation exceptions per year.
[ ] Contracts indexed as a percentage of contracts known to exist.
[ ] Open source components without an approved licence.
[ ] Trade secret categories with a current access review.
[ ] Annual maintenance spend, and spend per protected product.
[ ] Assets reviewed and decided in the last twelve months.
[ ] Remediation items closed against plan.
[ ] The return measure. Whether the last transaction produced an intellectual property price adjustment.

Phase 22. Running against a deadline

[ ] Week one. Title on the assets carrying the value; operative language on the top ten; recordation; contractor gaps on anything that ships. Nothing else.
[ ] Week two. Change of control clauses in every inbound licence; security interest searches; exclusive grants out.
[ ] Week three. Open source scan and triage by distribution model; trade secret measures at summary level.
[ ] Week four. Cure what can be cured before signing; disclosure schedules for the rest.
[ ] Drop unregistered capture, pruning, foreign use analysis, and full contract extraction.
[ ] [Gate] Never drop title on material assets or change of control extraction.
[ ] Convert every finding into a disclosure, indemnity, escrow, or price adjustment, and know which before the buyer does.
[ ] Check whether representation and warranty insurance underwriters have excluded chain of title, open source, or trade secret measures, because an excluded area is uninsured.

Phase 23. Scoping conversations

[ ] General counsel. Driver, perimeter, timeline, output owner, privilege structure, and what will not be written down.
[ ] Finance. Current annual maintenance spend by category and jurisdiction.
- Why. Pruning recommendations without figures do not get approved.
[ ] Product management. Three meetings, an hour each, about what the business sells and what it calls things. Not a legal conversation.
[ ] Engineering. The composition scan and build dependency list, framed as protection against a remediation sprint later.
[ ] Human resources. Employment agreement templates by era, with effective dates, and the joiner list for the period.
- Why. Template changes by date explain defect clustering.
[ ] Docketing. The register, with an explicit statement that reconciliation tests the process rather than the people.
[ ] Board or investors. Expectations that a first audit finds things, and that a clean first audit is more suspicious than a messy one.

Phase 24. If you can only do four things

[ ] Read the operative assignment language on the top ten assets. An afternoon, and it is where the portfolio-ending defects are.
[ ] Check recordation and record what is unrecorded. Cheap, fast, and it removes the first question in diligence.
[ ] Extract change of control clauses from inbound licences. They block transactions, and nothing else surfaces them.
[ ] Run the open source scan. Because the buyer will, and remediation takes quarters.

Phase 27. Working with other advisers

[ ] Transaction counsel. Give them the title status, the encumbrance summary, and the change of control list, not the full register. Those three drive the disclosure schedules.
[ ] Foreign associates. Instruct them on reconciliation and use status, and confirm they hold current address-for-service records.
[ ] Employment counsel. Consulted on template changes, consideration for confirmatory assignments, and the enforceability of restrictive covenants underpinning the trade secret programme.
[ ] Tax. Consulted before any intragroup transfer executed to fix entity defects, because a confirmatory assignment across borders has consequences beyond title.
[ ] Insurance brokers. Asked what coverage responds to intellectual property claims, and whether the audit's findings affect it.
[ ] Valuation advisers. Supplied with asset-level detail and the encumbrance summary, and told plainly which assets have uncertain title.
- Trap. Producing a confident valuation on a portfolio whose ownership has not been verified.
[ ] Auditors. Given the maintenance spend and asset counts, with impairment questions left to accounting.

Phase 28. Cadence

[ ] Per hire. Assignment and prior-inventions disclosure executed on day one.
[ ] Per engagement. Intellectual property terms executed before any statement of work issues.
[ ] Per filing. Assignment recorded within the service level.
[ ] Per agreement. Filed and indexed in the contract repository at execution.
[ ] Per build. Bill of materials regenerated automatically.
[ ] Per quarter. Remediation plan review; new unregistered rights from product launches.
[ ] Per year. Docket reconciliation; portfolio meeting with product management; pruning decisions; trade secret access review; board report.
[ ] On event. Financing, acquisition, restructuring, docketing system migration, departure of a founder or chief technology officer, or receipt of a diligence request.
- Why. Migrations lose deadlines and departures lose the informal knowledge of what exists.

Phase 25. The one-page report template

IP audit — [entity], [date]. Driver: [transaction / financing / integration / cost / governance]. Perimeter: [entities], [jurisdictions], [product lines]. Scope: [inventory / ownership / encumbrances / pruning]. Not examined: [list]. Assets: [N] patents and applications, [N] trademark registrations and applications, [N] copyright registrations, [N] domains, across [N] jurisdictions. Annual maintenance spend: [figure], trend [up/down/flat].

Exposure. [1] [Finding] — consequence [description], cure [action], cost [figure], owner [name], target [date]. [2] … [3] … [4] …

Decisions required. [1] File on [N] unregistered names — cost [figure], risk if deferred [description]. [2] Prune [N] assets — annual saving [figure], irreversible. [3] Fund open source remediation — [N] engineering weeks, options [replace / isolate / comply / licence]. [4] Approve present-assignment template change — cost nil.

In progress. [Item] — owner [name], due [date], status [on track / at risk].

Numbers. Clean recorded title [N]%, against [N]% last year. Docket exceptions [N]. Contracts indexed [N]%. Open source components without approved licence [N]. Trade secret categories with current access review [N] of [N].

Ask. [The single decision required at this meeting.]

Phase 26. What this costs

[ ] A two-week ownership audit is the highest yield per hour and the right default when no driver is stated.
[ ] A full cross-regime engagement runs six to twelve weeks and pays for itself twice — once in the transaction, once in every subsequent audit.
[ ] A four-week deal audit accepts partial coverage and says so.
[ ] Building the contract repository index is the largest single cost, and it is incurred once.
[ ] The open source scan is cheap; the remediation it reveals is not.
[ ] Cure costs rise the moment a transaction is announced, particularly for contractor assignments.
[ ] The comparison that matters is not against zero but against a price adjustment, a lost patent, or a product built on a licence nobody read.
[ ] The second audit, run against maintained registers, costs a fraction of the first — which is the argument for building the registers rather than delivering a report.

Outcome. The engagement ran two weeks against a Series B timeline. The registration schedule was accurate and irrelevant. The ownership review found three defects: both founding engineers had signed agreements promising to assign rather than assigning, the mobile application had been built by an agency under a statement of work containing no intellectual property terms at all, and the primary domain was registered to a marketing contractor who had left in 2023. None appeared in the docket, because none involved a filing. Confirmatory present assignments from the founders took a week. The agency assignment was negotiated into the next statement of work at a cost that would have quadrupled once the financing was announced. The domain transferred in a day. Twelve unrecorded assignments were recorded. Clean recorded title moved from sixty-one per cent to one hundred. The employment template was changed to present-assignment language and a procurement gate was added requiring executed terms before any statement of work issued. The financing closed with no intellectual property qualification on the representations, and the second audit eighteen months later took four days.

Key Authorities at a Glance

| Authority | Proposition | |---|---| | 17 U.S.C. § 101 | Work made for hire definitions | | 17 U.S.C. § 201 | Initial ownership; transfers | | 17 U.S.C. § 204 | Signed writing required | | 17 U.S.C. § 205 | Recordation of transfers | | 17 U.S.C. § 411 | Registration before suit | | 17 U.S.C. § 412 | Statutory damages and fees | | 17 U.S.C. § 106A | Moral rights | | 35 U.S.C. § 100 | Inventor definitions | | 35 U.S.C. § 256 | Correction of inventorship | | 35 U.S.C. § 261 | Assignment; recordation | | 35 U.S.C. § 262 | Joint owners | | 35 U.S.C. § 202 | Bayh-Dole retained rights | | 35 U.S.C. § 41 | Maintenance fees | | 15 U.S.C. § 1058 | Declarations of use | | 15 U.S.C. § 1059 | Renewal | | 15 U.S.C. § 1060 | Assignment with goodwill | | 15 U.S.C. § 1064 | Cancellation grounds | | 15 U.S.C. § 1065 | Incontestability | | 18 U.S.C. § 1836 | Trade secret civil action | | 37 C.F.R. § 3.11 | Recording assignments | | Community for Creative Non-Violence v. Reid | Employee versus contractor | | Board of Trustees of Leland Stanford Junior University v. Roche Molecular Systems | Assignment language decides ownership | | Filmtec v. Allied Signal | Present assignment versus promise | | Fourth Estate Public Benefit v. Wall-Street.com | Registration means registration | | Pannu v. Iolab | Joint inventorship standard | | Mission Product Holdings v. Tempnology | Rejection is breach, not rescission | | Uniform Commercial Code Article 9 | Security interests |

The five things people get wrong

One. They audit the docket. The docket is the artefact being tested, and building an inventory from it validates nothing. Pull office records and reconcile in that direction.

Two. They confirm assignments exist rather than reading them. Filmtec and Stanford v. Roche turn on whether the clause says "hereby assigns" or "agrees to assign," and a file full of the second is a portfolio the company does not own.

Three. They skip the contractors. Software is not among the enumerated work made for hire categories in 17 U.S.C. § 101, 17 U.S.C. § 204 requires a signed writing, and the default is that the contractor owns what it wrote.

Four. They treat encumbrances as a docket question. Exclusive grants, change of control clauses, security interests, and standards commitments live in contracts, and a portfolio's size says nothing about what the business may actually do with it.

Five. They deliver a spreadsheet. A report that produces no decision within thirty days has failed regardless of its accuracy, and the appendix is not the deliverable.