IP Assignment Checklist

// Section 1: Founder → LLC | Section 2: Contractor → Company | Section 3: Employee Review

// SECTION 1: FOUNDER → LLC IP ASSIGNMENT
□ Written IP Assignment Agreement signed by every founder
□ All contributed IP explicitly listed in assignment or operating agreement
□ Assignment uses present-tense language: "hereby assigns" (not "agrees to assign")
□ Consideration is stated (even nominal: "for $1 and other valuable consideration")
□ Assignment covers: inventions, works of authorship, patents, trade secrets
□ Pre-existing IP listed in a Prior Inventions Exhibit (carve-out)
□ Assignment recorded with the LLC's records

// SECTION 2: CONTRACTOR → COMPANY ASSIGNMENT
□ Written agreement in place BEFORE work begins (not after)
□ Assignment is explicit: "Contractor hereby assigns all IP..."
□ Includes a "backup assignment" clause: contractor agrees to sign
  additional documents if needed to perfect the assignment
□ Pre-existing materials and tools identified and listed as exceptions
□ License granted to company for any pre-existing tools used in the work
□ Assignment triggers on delivery OR payment (specify which)

// SECTION 3: EMPLOYEE IP REVIEW
□ Read the IP assignment clause in your employment agreement
□ Note whether assignment covers all inventions or only related ones
□ Check your state's employee IP protections (CA, WA, MN, IL)
□ Document and list pre-existing projects in a Prior Inventions Exhibit
□ Get employer to sign the Exhibit before start date
□ Ensure personal projects are built on own time, own resources,
  unrelated to employer's business