What belongs in an IP and data room?

The brand, domains, customer and operating data, custom software, recipes or methods, contractor work, and the diagram of how the systems fit together. Each item needs an owner, a location, and the document that proves the company can transfer it.

Does paying a contractor mean the company owns the work?

Not by itself. A paid freelancer, agency, or developer may still own the code, design, or content unless a written assignment moved it to the company. That gap is a common diligence finding. Counsel should confirm the fix. We find the gap before the buyer does.

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Data Room & IP Structuring | Own What You Sell | Co. Buy Sell

EXIT OPTIMIZATION • TECHNOLOGY

Data Room & IP Structuring

A buyer cannot purchase
what the company does not own.

The brand, the customer file, the custom software, and the method that makes the margin are the proprietary assets. We secure them, prove title, and put the architecture in a room a buyer can audit without guessing.

TITLE

Who owns it

MAP

How it is built

ROOM

What they can open

Confidential. No obligation. Counsel confirms the assignments. We find the gaps first.

1

Goal

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Profile

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Title, not just possession

Architecture a buyer can read

Data with access controls

THE GAP BUYERS FIND

Paying for the work is not the same as owning it.

A freelancer who built the site, an agency that wrote the ads, a developer who owns the repo: payment does not automatically move title. Ownership starts with the creator and moves by a written assignment. A promise to assign later is weaker than an assignment that already happened.

The same problem shows up in quieter places. The domain is in your personal name. The customer export lives in a private Drive. The recipe or the pricing model has no access list. This page is the room for those assets. Financials and the authority to sell sit in pre-due diligence. The tools themselves sit in the software audit.

CLEAN

Company owns the mark, the domain, and the code. Contractors signed assignments. Customer data has an owner and an access list. A one-page architecture shows how it fits.

A CLOSING PROBLEM

No assignment from the person who built the product. A license the founder cannot transfer. A trade secret that was never treated like one.

We are not your IP counsel. We inventory the assets, flag the title gaps, and organize the room. Your attorney confirms the assignment language before anything is signed.

WHAT GOES IN THE ROOM

Six folders. Each one needs an owner.

Brand and names

Trademarks, the domain, social handles, and the entity they are registered to. A name the market knows, sitting in a personal registrar account, does not transfer with the stock or the assets until it is moved.

Custom work

Website, app, photos, copy, and any tool a contractor built. We list who made it and whether a present assignment exists. Open-source pieces get noted so a buyer is not surprised by a license.

Methods and trade secrets

Recipes, pricing logic, supplier terms, and the way a job is estimated. Protection depends on reasonable measures: confidentiality terms, limited access, and a clean exit when someone leaves. A shared folder with no controls is not a secret.

Proprietary data

Customer file, job history, and the export a buyer would actually inherit. Where it lives, who can pull it, and whether a vendor or franchisor claims a piece of it. Personal data gets a retention note, not a dump into the room.

Architecture

A diagram a non-engineer can read: what talks to what, where the source of truth sits, and what is custom versus off the shelf. This is the map. The software audit is the decision about what to replace.

Encumbrances

Licenses out, liens, change-of-control clauses, and rights a platform can terminate on a sale. Title that cannot move is not an asset in the deal. It is a disclosure.

Order of work

Inventory, then title, then the room. Not the other way around.

01

List what is proprietary

Name, domain, data, code, methods. If it would hurt to lose it on day one, it goes on the list.

02

Fix title before outreach

Assignments, registrar transfers, and access taken back from people who left. Counsel reviews the paper. We do not invent the legal fix.

03

Index the room

One folder per asset. Owner, location, transfer document, and the exception. A buyer should not have to ask where the code lives.

What does not belong in the room yet

Full customer exports before an NDA and a need-to-know list. Organize the index. Release the file in stages.

A claim that a method is protected when access was never limited. We will not dress a shared doc up as a trade secret.

Legal conclusions. Gaps get flagged. The assignment language is your counsel’s work.

Questions owners ask first

What belongs in this room?

The brand, domains, customer and operating data, custom software, recipes or methods, contractor work, and the diagram of how the systems fit. Each item needs an owner, a location, and the document that proves the company can transfer it.

Does paying a contractor transfer ownership?

Not by itself. A paid freelancer or developer may still own the code, design, or content unless a written assignment moved it. That gap is a common diligence finding. Counsel confirms the fix. We find the gap before the buyer does.

How is this different from a general data room?

A general readiness room holds financials, contracts, and authority to sell. This room holds what makes the company proprietary: data, architecture, and intellectual property, and whether title is clean enough to transfer.

Is a secret protected because it is secret?

No. Protection depends on reasonable measures: access limits, confidentiality terms, and a clean way people join and leave. A method in a shared inbox with no controls is a story, not an asset.