An IP due diligence checklist usually opens with registered rights, which are the easy part because they are on a public register, and reaches the ownership chain late, which is where the deals actually break. A company that has not collected assignments from everybody who created something does not own what it thinks it owns, and that is a condition rather than a discount. This page puts the list in the order that matters.
Ownership: the chain from every creator
Founders, employees, contractors, agencies and anybody who wrote code, designed a mark or produced content. Employment does not always assign automatically, contractors usually do not without a clause, and universities and previous employers can have claims. A gap takes weeks to fix because it means finding people who left.
Registered rights: the easy verification
Trademarks, patents and domain registrations, checked on the register rather than taken from a schedule. Ownership recorded in the wrong entity name is a common and fixable finding; lapsed renewals are equally common and matter more where the mark carries the brand.
Licences in: what the company depends on and on what terms
Third-party software, open-source components and any content used under licence. Copyleft obligations in something that ships constrain what the buyer can do with the asset, and assignment or change-of-control terms in commercial licences can require consent that nobody has asked for.
Licences out and disputes
What the company has granted to others, exclusivity it has given away, and any live or threatened dispute. An exclusive licence granted years ago to a customer is the kind of finding that changes a valuation quietly, because it removes an option the buyer had assumed.
Questions people ask about ip due diligence checklist
What is the most serious IP finding?
A gap in the assignment chain. The company does not own what it thinks it owns, and it is a condition rather than a discount.
Do employees assign automatically?
Not always, and contractors usually do not without an express clause. That is where most gaps come from.
Why do licences in matter?
Copyleft obligations constrain what a buyer can do with the asset, and commercial licences may need consent on a change of control.