War-game an IP assignment before signatures lock a chain of title that still has missing contributors, soft work-for-hire language, or open-source surprises.
IP assignments fail when past contractors never signed, when side projects blur into product, when open-source licenses conflict with the grant you just promised, and when investors hear a clean story while counsel still sees gaps. A tidy signature packet is not evidence that the company owns what it sells.
Name the asset and the grant
Write which works, inventions, and rights move, who assigns them, what is excluded, and the representations you will defend. Examples: founder pre-incorporation work, contractor deliverables, or a contribution from a departing employee. Then write the post-signature owner for each critical asset. If you cannot name the owner or the exclusion list, the packet is decoration.
Freeze the schedule of works, the assignment language, the moral-rights and further-assurances clauses, and the open-source inventory that touches the same code. Attach employment and contractor history, prior licenses, and any investor or customer promises already made. Split any secondary brand or domain deals into separate decisions. One IP assignment under fire at a time.
Hostile seats
- Counsel seat: missing assignors, soft further-assurances, and license conflicts.
- Founder or contributor seat: side projects, prior employers, and what stays personal.
- Investor seat: title gaps that break the next data room or financing.
- Engineering seat: third-party code, models, or data that the grant quietly assumes.
- Skeptic seat: the cleanest claim with the least paper behind it.
Ask each seat for material objections, missing exhibits, and the smallest change that keeps the intent without the theater. Optional customer seat if a deal memo already promised exclusive rights you cannot yet prove.
Private pass
Run that package in Pingpong. Sequential review helps because an early pass can steelman the grant while later passes try to kill soft ownership and inventory claims. Keep a change log of assignors added, exclusions clarified, and residual risks accepted. If survival requires silence about a missing signature, stop. Rewrite the packet or delay the closing.
Publish the completion checklist inside the package: who must still sign, when repositories and registries flip, and when marketing may claim ownership. An IP assignment without a dated completion list is a rumor with a cover letter. Ask counsel and engineering seats to break that checklist before anyone schedules the signing call.
Related: war-game an open source release, war-game a pilot contract, war-game a legal strategy memo, war-game a data room, and AI for high-stakes decisions. Mechanics: how it works.