Ip Review

IP Review

Review intellectual property provisions for "$ARGUMENTS". Analyze ownership structures, license grants, assignment provisions, and open-source implications to identify IP-related risks and traps.

Note: AI-generated legal content does not constitute legal advice. Consult a qualified attorney.

Prerequisites

Check that .metapowers/legal/$ARGUMENTS/00-assess.md exists. If it does not exist, stop and tell the user:

"Run an Assess skill first (e.g. /legal:risk-assessment $ARGUMENTS) to generate the prerequisite assessment artifact."

If the user passes --skip-checks, bypass this check and log the skip to .metapowers/legal/$ARGUMENTS/skip-log.md with a timestamp and the reason "Prerequisite check skipped for ip-review".

Process

1. Read inputs:

   • Read .metapowers/legal/$ARGUMENTS/00-assess.md for risk and jurisdiction context
   • Read IP-related provisions from the document provided by the user

2. Analyze ownership structure:

   • Background IP — pre-existing IP each party brings to the relationship
   • Foreground IP — IP created during the engagement
   • Joint IP — IP created collaboratively (ownership, licensing, and exploitation rights)
   • Verify clear delineation between background and foreground IP

3. Review work-for-hire vs. assignment provisions:

   • Does the relationship qualify for work-for-hire under applicable law?
   • If assignment is used, is it present assignment ("hereby assigns") or future obligation?
   • Are moral rights addressed (waiver or retention)?
   • Is consideration adequate for the scope of assignment?

4. Analyze license grants:

   • Scope — what IP is licensed and for what purpose
   • Exclusivity — exclusive vs. non-exclusive
   • Sublicensing — right to sublicense and any restrictions
   • Territory — geographic scope of the license
   • Duration — term of the license (fixed, perpetual, tied to agreement)
   • Revocability — can the license be revoked and under what conditions

5. Assess open-source implications:

   • Do any open-source licenses conflict with IP assignment or exclusivity?
   • Are there copyleft obligations that could affect proprietary code?
   • Is there an open-source usage policy referenced or required?
   • Check for license compatibility between open-source components

6. Evaluate freedom to operate:

   • Can each party continue its business without infringing on rights granted?
   • Are there restrictions that limit future product development?
   • Do non-compete or non-solicit provisions affect IP exploitation?

7. Review invention disclosure obligations:

   • Are there obligations to disclose inventions created during the engagement?
   • What is the scope of disclosure (only related inventions or all inventions)?
   • Are there time-limited obligations that extend beyond the agreement?

8. Flag common IP traps:

   • Overly broad assignment (all IP, not just project-related)
   • Missing background IP carve-out (existing IP inadvertently assigned)
   • Perpetual irrevocable licenses without adequate consideration
   • Ambiguous ownership of derivative works
   • No license-back for assigned IP needed in ongoing operations
   • IP representations without adequate knowledge qualifiers

9. Write the artifact to .metapowers/legal/$ARGUMENTS/02-review.md with frontmatter:

   ---
   description: IP review for $ARGUMENTS
   ---
   

   Include sections:

   • Ownership Analysis — background IP, foreground IP, and joint IP breakdown
   • Assignment and Work-for-Hire — structure, adequacy, and moral rights
   • License Grant Summary — scope, exclusivity, territory, duration per license
   • Open-Source Assessment — compatibility analysis and copyleft risks
   • Freedom to Operate — impact on each party's ongoing business
   • Invention Disclosure — obligations and scope
   • IP Traps Identified — flagged issues with risk explanation
   • Recommendations — specific actions to mitigate IP risks

Output

The IP review written to .metapowers/legal/$ARGUMENTS/02-review.md. Present a summary to the user highlighting:

• Ownership structure (who owns what, and is it clearly defined?)
• IP traps identified and their severity
• Open-source compatibility concerns
• Top recommendations for IP protection