{"id":3573,"date":"2026-10-09T08:21:47","date_gmt":"2026-10-09T08:21:47","guid":{"rendered":"https:\/\/sawaryn.com\/?p=3573"},"modified":"2026-10-09T08:22:08","modified_gmt":"2026-10-09T08:22:08","slug":"polish-startup-ip-chain-of-title","status":"publish","type":"post","link":"https:\/\/sawaryn.com\/en\/publikacje\/polish-startup-ip-chain-of-title\/","title":{"rendered":"Does Your Polish Startup Own Its Product? A Guide to the IP Chain of Title"},"content":{"rendered":"

The investor asks: \u201cShow us the IP chain of title". The answer \u201cIt\u2019s our product\u2014the founder is on the management board, after all" is not enough. And this is exactly where the funding round comes to a standstill.<\/p>\n

If your product\u2014the code, interface, database, domain\u2014was created by a founder acting as an individual before the company was registered or before any agreement transferring the rights was signed, the company formally has no legal title to what it sells. Assets acquired by shareholders do not become company property until they are transferred to it. This is not theory\u2014it is a principle investors verify in the first few days of due diligence.<\/p>\n

In this article, you will learn what an IP chain of title<\/strong> is, why its absence can block a funding round, which product layers need to be covered by a single agreement, and how to avoid the most common mistakes\u2014including the invalidity of an agreement with a management board member. At the end, you will find a 12-point checklist to go through before speaking to an investor.<\/p>\n

Key concepts before you continue<\/h2>\n

Before we go into detail, it is worth defining several terms that come up in every discussion about a startup\u2019s IP.<\/p>\n\n\n\n\n\n\n\n\n\n\n
Concept<\/th>\nWhat it means for your company<\/th>\n<\/tr>\n<\/thead>\n
IP chain of title<\/strong> (IP chain of title)<\/td>\nA sequence of documents confirming that the rights to the product passed from the creator (an individual) to the company. One missing link = a gap that the investor will treat as a risk.<\/td>\n<\/tr>\n
Fields of exploitation<\/strong><\/td>\nThe specific ways in which a work may be used, which must be listed in the agreement\u2014without them, the transfer is ineffective (Article 41 of the Copyright Act<\/a>).<\/td>\n<\/tr>\n
Derivative rights<\/strong><\/td>\nThe right to modify, develop, and create new versions of the product. Unless these rights are transferred, the company cannot legally release another version of its own product.<\/td>\n<\/tr>\n
Moral rights<\/strong><\/td>\nThe creator\u2019s inalienable rights (including the right of authorship). They cannot be transferred\u2014the agreement instead includes the creator\u2019s undertaking not to exercise them.<\/td>\n<\/tr>\n
Article 210 \u00a7 1 of the Polish Commercial Companies Code<\/strong><\/td>\nA provision requiring the company to be represented by its supervisory board or by an attorney appointed under a shareholders\u2019 resolution when entering into an agreement with a management board member. Breach = absolute invalidity of the agreement.<\/td>\n<\/tr>\n
SBOM<\/strong> (Software Bill of Materials)<\/td>\nA list of all external components (libraries, frameworks, fonts) used in the product, including information about their licenses.<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Why your company may not own the rights to its own product<\/h2>\n

The pattern is a recurring one. A founder writes the MVP in the evenings before the company is registered. A year later, the company has paying customers, revenue, and a team\u2014but the code, interface, copy, and database structure formally belong to an individual.<\/p>\n

The problem does not disappear when the founder is the CEO. Quite the opposite\u2014this creates an additional formal risk (more on that shortly).<\/p>\n

Three situations in which the gap most commonly arises<\/h3>\n
    \n
  1. \n

    A company incorporated through the S24 portal<\/a><\/strong>\u2014when registering online, contributions may only be made in cash. IP cannot be contributed in kind<\/a>. The product must therefore be transferred to the company under a separate agreement\u2014and that agreement is often simply never created.<\/p>\n<\/li>\n

  2. \n

    The founder created the product before the company existed<\/strong>\u2014the IP originated with an individual. Registering the company changes nothing. Without a written transfer agreement, the rights remain with the creator.<\/p>\n<\/li>\n

  3. \n

    Contractors and freelancers without IP agreements<\/strong>\u2014Article 74(3) of the Copyright Act grants an employer the rights to a computer program created by an employee in the course of their employment duties. However, this rule does not apply to B2B relationships<\/a>. A contractor working under a services agreement who has not signed an assignment of rights retains the economic copyrights to the code (source: PARP\u2014copyright in employment relationships<\/a>).<\/p>\n<\/li>\n<\/ol>\n

    When the problem comes to light<\/h3>\n\n\n\n\n\n\n\n\n
    Stage<\/th>\nWhat happens<\/th>\n<\/tr>\n<\/thead>\n
    Due diligence before a funding round<\/td>\nThe investor asks for the IP chain of title. No agreement = a condition precedent, reduced valuation, part of the price being placed in escrow, or withdrawal from the transaction.<\/td>\n<\/tr>\n
    Dispute between shareholders<\/td>\nOne of the founders notices that the IP was never transferred\u2014and uses this as leverage.<\/td>\n<\/tr>\n
    Share sale or exit<\/td>\nThe buyer commissions a legal audit. Every gap in the documentation delays or blocks closing.<\/td>\n<\/tr>\n
    Enterprise customer technology audit<\/td>\nA corporate customer verifies whether the SaaS provider owns the rights to its product. No documentation = lost contract.<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

    Contact us<\/a>\u2014we will help identify gaps in your company\u2019s IP chain of title.<\/p>\n

    Anatomy of a single agreement that completes the chain of title to the entire product<\/h2>\n

    The good news: in most cases, a single written agreement is enough to transfer the rights to the entire MVP to the company. The bad news: the agreement must cover more than a dozen elements that most online templates fail to mention.<\/p>\n

    Product layers that must be included in the agreement<\/h3>\n\n\n\n\n\n\n\n\n\n\n
    Layer<\/th>\nWhat you transfer<\/th>\nWhat to watch out for<\/th>\n<\/tr>\n<\/thead>\n
    Source code and object code<\/td>\nEconomic copyrights + derivative rights + ownership of copies<\/td>\nTwo lists of fields of exploitation: Article 50 (non-software works) and Article 74(4) (software)\u2014the agreement must cover both (Copyright Act<\/a>)<\/td>\n<\/tr>\n
    Interface, graphics, and copy<\/td>\nEconomic copyrights under Article 50<\/td>\nFields of exploitation separate from those for the code<\/td>\n<\/tr>\n
    Database structure and schema<\/td>\nRights to the selection, arrangement, and compilation + database maker\u2019s rights<\/td>\nSeparate the structure from the content. Is the database being transferred empty? Confirm that it contains no personal data\u2014this will avoid the need for a data processing agreement<\/td>\n<\/tr>\n
    AI-generated components<\/td>\nRepresentation concerning review and creative editing + ownership of copies + know-how<\/td>\nA component generated autonomously by an AI model is not a work\u2014there are no rights to transfer. Ownership of copies is transferred and know-how is provided instead<\/td>\n<\/tr>\n
    Domain<\/td>\nAssignment of the agreement with the registrar + authinfo\/EPP code + registrant change<\/td>\nA mere provision stating \u201ctransfer of rights to the domain" without taking the required steps with the registrar is a declaration with no effect<\/td>\n<\/tr>\n
    Product name<\/td>\nRights to the name + consent to register a trademark<\/td>\nAcquiring rights to the name is not a substitute for trademark protection<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

    Two lists of fields of exploitation\u2014the most common mistake<\/h3>\n

    A technology product consists of two types of works governed by different provisions:<\/p>\n

      \n
    1. \n

      Software<\/strong>\u2014the fields of exploitation under Article 74(4) of the Copyright Act: permanent or temporary reproduction, translation, adaptation, alteration of arrangement, and distribution (including lending and rental).<\/p>\n<\/li>\n

    2. \n

      Non-software works<\/strong> (interface, graphics, documentation, copy)\u2014the fields of exploitation under Article 50: fixation, reproduction, distribution, public display, and making available online.<\/p>\n<\/li>\n<\/ol>\n

      An agreement that lists only one set leaves a gap with respect to the other. The investor will notice.<\/p>\n

      Derivative rights\u2014without them, you cannot develop the product<\/h3>\n

      The transfer of economic copyrights does not automatically grant the right to modify and develop a work. Article 46 of the Copyright Act requires a separate provision. Without one, every subsequent version of the product requires the creator\u2019s separate consent.<\/p>\n

      Scenario: the team wants to release a new version. The agreement transferred the economic copyrights, but not the derivative rights. Every modification requires going back to the founder for consent\u2014and if the relationship has deteriorated, the company is stuck.<\/p>\n

      Copies and media\u2014Article 52 of the Copyright Act<\/h3>\n

      Article 52 distinguishes the transfer of rights from the transfer of ownership of a copy. Without a separate provision, the company owns the rights but not the medium on which the work is fixed. The handover protocol should cover:<\/p>\n

        \n
      1. Source code and object code<\/li>\n
      2. Repository history (commits, branches)<\/li>\n
      3. Database structure<\/li>\n
      4. Technical documentation<\/li>\n
      5. Configuration files and environment variables<\/li>\n
      6. Keys and access credentials<\/li>\n
      7. An obligation for the transferor to delete all copies<\/li>\n<\/ol>\n

        Moral rights\u2014inalienable, but capable of being addressed<\/h3>\n

        Moral rights (the rights of authorship, attribution, and integrity of the work) are inalienable. They cannot be transferred under any agreement. The solution: an undertaking by the creator not to exercise them, together with authorization for the company to decide on the first disclosure and anonymous distribution of the work.<\/p>\n

        The Article 210 \u00a7 1 trap\u2014invalidity that cannot be remedied by an amendment<\/h2>\n

        If the IP transferor is a management board member of the company (and in startups, this is almost always the founder and CEO), the company must be represented by the supervisory board or an attorney appointed under a resolution of the shareholders\u2019 meeting<\/strong>.<\/p>\n

        A breach of this requirement results in the absolute invalidity of the agreement<\/strong> under Article 58 \u00a7 1 of the Civil Code. This is confirmed by the established case law of the Supreme Court (including II CSKP 1295\/22<\/a>).<\/p>\n

        What this means for your company<\/h3>\n\n\n\n\n\n\n\n
        Situation<\/th>\nEffect<\/th>\n<\/tr>\n<\/thead>\n
        The IP transfer agreement was signed by the founder as transferor and by another management board member on behalf of the company<\/td>\nInvalid.<\/strong> The company did not acquire the rights.<\/td>\n<\/tr>\n
        The founder signed the agreement \u201cwith themselves"\u2014as the transferor and the company\u2019s sole representative<\/td>\nInvalid.<\/strong> No legal effect.<\/td>\n<\/tr>\n
        The company attempts to remedy the defect through an amendment<\/td>\nIneffective.<\/strong> Absolute invalidity cannot be cured. The transaction must be repeated from the beginning.<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

        How to do it correctly<\/h3>\n
          \n
        1. The shareholders\u2019 meeting adopts a resolution appointing an attorney to enter into the agreement with the management board member.<\/li>\n
        2. The attorney signs the agreement on behalf of the company.<\/li>\n
        3. A copy of the resolution is attached to the agreement.<\/li>\n<\/ol>\n

          The entire procedure requires one meeting and one additional document. The cost of skipping it: repeating the entire transaction and, in the worst-case scenario, doing so when the transferor is no longer motivated to cooperate.<\/p>\n

          AI-generated code\u2014an element missing from older agreement templates<\/h2>\n

          The Polish Copyright Act requires a work to be a \u201cmanifestation of creative activity of an individual nature" (Article 1(1)). The CJEU confirms that protection applies only to the author\u2019s own intellectual creation (Cases C-5\/08 Infopaq<\/em>, C-145\/10 Painer<\/em>).<\/p>\n

          A piece of code generated autonomously by an AI model\u2014without human creative decisions concerning its specific elements\u2014does not meet this threshold<\/strong>. It is not a work. There are no rights to transfer (EU Regulation 2024\/1689\u2014the AI Act<\/a>).<\/p>\n

          How to address this in the agreement<\/h3>\n
            \n
          1. \n

            Creator\u2019s representation<\/strong> that they reviewed and creatively edited the outputs generated by AI tools\u2014where the human creative contribution is sufficient, the component constitutes a work and is transferred under the general rules.<\/p>\n<\/li>\n

          2. \n

            Components that are not works<\/strong>\u2014the transfer of ownership of copies (the media on which the code is fixed) and the provision of know-how ensuring that the company has the practical and legal ability to use them.<\/p>\n<\/li>\n

          3. \n

            Risk of third-party material<\/strong>\u2014if AI output contains a protected part of someone else\u2019s program (from training data), its use may require permission from the rights holder. Not knowing the source does not eliminate the risk of infringement.<\/p>\n<\/li>\n<\/ol>\n

            There is no Polish case law directly determining the status of code generated by contemporary AI models. The agreement should therefore distinguish between the two categories and protect the company regardless of future rulings.<\/p>\n

            Joint authorship, future works, and exclusions\u2014three pitfalls that block transactions<\/h2>\n

            Two founders, one MVP, no agreements<\/h3>\n

            Article 9(1) of the Copyright Act: joint authors hold copyright jointly, and their shares are presumed to be equal. The consent of all joint authors is required to exercise the rights to the work as a whole (Copyright Act<\/a>).<\/p>\n

            Without an agreement, neither founder can independently transfer the rights to the entire MVP. The company does not acquire the rights merely because the founders are its shareholders. The transfer requires a written agreement with both joint authors.<\/p>\n

            Important: joint authorship requires a genuine creative contribution to the form of expression. An idea, business concept, or financing alone does not create joint authorship.<\/p>\n

            Prohibition on covering all future works<\/h3>\n

            Article 41(3) of the Copyright Act: an agreement is invalid to the extent that it concerns all works, or all works of a particular type, to be created by the same creator in the future<\/strong> (Journal of Laws 2025, item 24<\/a>).<\/p>\n

            A clause stating that \u201cthe founder transfers all future copyrights to the company" is invalid to that extent. A safe agreement should identify the type, function, or method of commissioning the works and limit the obligation by time or subject matter. The Court of Appeal in Gda\u0144sk (I AGa 113\/21<\/a>) confirmed that the purpose of the provision is to protect creators from having their entire future output taken over.<\/p>\n

            Exclusions\u2014silence creates a gap<\/h3>\n

            Components that do not belong to your product must be expressly listed in an appendix:<\/p>\n

              \n
            1. Open-source libraries (including license information)<\/li>\n
            2. Commercial fonts<\/li>\n
            3. Cloud services (AWS, GCP, Azure)<\/li>\n
            4. The logo, if it was created by an external agency<\/li>\n
            5. The product requirements document, if it was created by the customer<\/li>\n<\/ol>\n

              During due diligence, silence is interpreted as a gap. An express exclusion is safer. At the same time, obtain licenses to these components in the company\u2019s name.<\/p>\n

              A separate issue: using a component under the AGPL that has been modified and made available to users over a network may trigger an obligation to make the source code available\u2014the scope of this obligation depends on the architecture and method of integration. Without an SBOM, it is impossible to demonstrate license compliance during due diligence (Article 74 of the Copyright Act<\/a>).<\/p>\n

              Tax consequences of transferring IP\u2014what to determine before signing<\/h2>\n

              A founder\u2019s income from the transfer of economic copyrights for consideration is classified as income from property rights (Article 18 of the PIT Act). The 50% tax-deductible costs under Article 22(9)(3) may apply\u2014provided that an actual link between the income and the disposal of copyrights can be demonstrated and the annual limit of PLN 120,000 is not exceeded (podatki.gov.pl\u2014copyright income<\/a>).<\/p>\n\n\n\n\n\n\n\n
              Tax risk<\/th>\nWhat it involves<\/th>\n<\/tr>\n<\/thead>\n
              Transfer pricing<\/td>\nThe founder and the company are related parties (Article 11a of the CIT Act). A price detached from market value exposes both parties to having their income assessed by the tax authority.<\/td>\n<\/tr>\n
              No transfer pricing documentation<\/td>\nIf the statutory thresholds are exceeded\u2014this creates a separate risk. The thresholds must be checked against the current wording of the CIT Act.<\/td>\n<\/tr>\n
              50% tax-deductible costs<\/td>\nThis requires documentation identifying the specific works and scope of the transfer. Without it, there is a risk of challenge by the tax authority.<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

              Recommendation: consult a tax adviser on the tax classification of the transfer before signing the agreement. Describe the consideration as appropriate to the product\u2019s stage, with reference to public-law liabilities.<\/p>\n

              Confidentiality without a hidden non-compete<\/h2>\n

              Overly broad confidentiality clauses<\/a> and restrictions on using code may, in practice, prevent the founder from continuing to work in the industry. The creator refuses to sign\u2014and the transaction comes to a halt.<\/p>\n

              A safe confidentiality framework should include:<\/p>\n

                \n
              1. A time limit<\/strong>\u2014e.g. 3 years from the date of the agreement<\/li>\n
              2. Expiry<\/strong> when the information is publicly disclosed<\/li>\n
              3. A separate prohibition<\/strong> on using the transferred code to recreate the product<\/li>\n
              4. Three exclusions<\/strong>: the creator\u2019s general knowledge and professional experience, generic and open-source solutions, and independently writing code with similar functionality<\/li>\n<\/ol>\n

                Without these exclusions, a restriction on using the code becomes a de facto non-compete\u2014which creates resistance on the transferor\u2019s part and a risk that the clause will be challenged.<\/p>\n

                12-point checklist before speaking to an investor<\/h2>\n

                The table below allows you to check whether your company\u2019s IP chain of title is complete. Go through it point by point.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
                No.<\/th>\nItem to check<\/th>\nStatus<\/th>\n<\/tr>\n<\/thead>\n
                1<\/td>\nA written agreement transferring economic copyrights from every creator (founder, contractor, freelancer) to the company<\/td>\n\u2610<\/td>\n<\/tr>\n
                2<\/td>\nTwo lists of fields of exploitation: Article 50 (non-software works) + Article 74(4) (software)<\/td>\n\u2610<\/td>\n<\/tr>\n
                3<\/td>\nTransfer of the right to authorize the exercise of derivative rights<\/td>\n\u2610<\/td>\n<\/tr>\n
                4<\/td>\nCreator\u2019s undertaking not to exercise moral rights + authorization for the company<\/td>\n\u2610<\/td>\n<\/tr>\n
                5<\/td>\nTransfer of ownership of copies and media (Article 52) + handover protocol<\/td>\n\u2610<\/td>\n<\/tr>\n
                6<\/td>\nShareholders\u2019 resolution appointing an attorney (Article 210 \u00a7 1 of the Polish Commercial Companies Code)\u2014if the transferor is a management board member<\/td>\n\u2610<\/td>\n<\/tr>\n
                7<\/td>\nTransferor\u2019s representations concerning defects in title: rights free from encumbrances, no joint ownership, and no third-party contributions without an assignment<\/td>\n\u2610<\/td>\n<\/tr>\n
                8<\/td>\nStatus of AI-generated components: representation concerning review + transfer of ownership of copies + know-how<\/td>\n\u2610<\/td>\n<\/tr>\n
                9<\/td>\nList of exclusions in an appendix: open source, fonts, cloud services, third-party components<\/td>\n\u2610<\/td>\n<\/tr>\n
                10<\/td>\nDomain assignment: agreement with the registrar + authinfo\/EPP code + registrant change<\/td>\n\u2610<\/td>\n<\/tr>\n
                11<\/td>\nRights to the product name + consent to register a trademark<\/td>\n\u2610<\/td>\n<\/tr>\n
                12<\/td>\nTax consultation: classification of income, transfer pricing, and documentation for the 50% tax-deductible costs<\/td>\n\u2610<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

                If even one item remains unchecked, you have a gap that the investor will identify during due diligence.<\/p>\n

                A standard for the future\u2014how to prevent the problem from recurring<\/h2>\n

                Completing the chain of title to the existing product is half the task. The other half is implementing a standard that prevents new gaps from arising.<\/p>\n

                  \n
                1. \n

                  Every new creator, contractor, and freelancer<\/strong> signs an agreement containing an IP assignment clause<\/a> and a transfer of derivative rights before their first commit.<\/p>\n<\/li>\n

                2. \n

                  A policy on the use of AI tools<\/strong> by the development team\u2014clear rules for documenting which parts of the code were created with the involvement of generative tools<\/a>.<\/p>\n<\/li>\n

                3. \n

                  An SBOM updated with every release<\/strong>\u2014a list of external components and their licenses.<\/p>\n<\/li>\n

                4. \n

                  A definition of works that covers unfinished elements<\/strong> (\u201cregardless of their degree of completion")\u2014at the MVP stage, most components are only half finished.<\/p>\n<\/li>\n

                5. \n

                  A mechanism for dealing with the discovery of a third-party contribution<\/strong> after the transaction\u2014a procedure to follow if due diligence reveals that part of the product was written by someone without an agreement.<\/p>\n<\/li>\n<\/ol>\n

                  For an early-stage product, it is worth considering an \u201cas is" acquisition with the statutory warranty for physical defects excluded, while retaining full representations concerning defects in title\u2014this is the part the investor cares about.<\/p>\n

                  Put your IP title in order before the investor does<\/h2>\n

                  The cost of putting your IP in order before a funding round is a one-off piece of legal work: one agreement, one resolution, and several appendices. The cost of neglect appears at the worst possible time: reduced valuation, part of the price placed in escrow, conditions precedent, closing delayed by weeks\u2014and, in extreme cases, the entire transaction having to be repeated because the agreement was invalid.<\/p>\n

                  We help technology companies put the legal title to their products in order. The scope of work depends on the stage:<\/p>\n\n\n\n\n\n\n\n
                  Option<\/th>\nWhat it covers<\/th>\n<\/tr>\n<\/thead>\n
                  Operational minimum<\/td>\nA single agreement completing the chain of title to the existing product<\/td>\n<\/tr>\n
                  Solid foundation<\/td>\nAgreement + resolution + appendices + list of external components + handover protocol<\/td>\n<\/tr>\n
                  Full protection<\/td>\nIP audit of the entire stack, trademark, domains, standard agreements for the team, and a due diligence-ready data room<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

                  If you are preparing for a funding round or share sale, or want to put your IP in order before a dispute arises\u2014contact us<\/a>.<\/p>\n

                  Frequently asked questions<\/h2>\n

                  I am the sole shareholder and CEO\u2014do I really need to appoint an attorney by resolution to transfer my own code to my own company?<\/strong><\/p>\n

                  Yes. Article 210 \u00a7 1 of the Polish Commercial Companies Code does not provide an exception for single-shareholder companies with a sole management board member (although where the sole shareholder is also the sole management board member, Article 210 \u00a7 2 of the Polish Commercial Companies Code applies and requires a notarial deed). Failure to follow this procedure results in the absolute invalidity of the agreement\u2014as confirmed by Supreme Court case law. The defect cannot be remedied by an amendment. The procedure requires one resolution and one additional document\u2014it takes hours of work, not weeks.<\/p>\n

                  What happens if an investor discovers during due diligence that the company does not own the rights to the product?<\/strong><\/p>\n

                  It depends on the extent of the gap. Typical scenarios include: a condition precedent (the funding round closes only after the IP chain of title has been completed), a reduced valuation, part of the price being placed in escrow to cover potential claims, and additional representations and warranties<\/a>. In extreme cases, the investor may withdraw. There is no Polish-language empirical report measuring how often such situations arise, but based on transactional experience, a gap in the IP chain of title is one of the most common red flags in technology startup due diligence.<\/p>\n

                  Can this be fixed now, after the company has been operating for years?<\/strong><\/p>\n

                  Yes\u2014provided that the transferor (founder or contractor) is willing to cooperate. An IP transfer agreement can be entered into at any time. The problem arises when the relationship has deteriorated and the transferor is negotiating from a position of strength. This is why it is worth completing the chain of title before the time pressure of a funding round or dispute arises.<\/p>\n

                  Who owns the rights to code that was mostly generated by an AI assistant?<\/strong><\/p>\n

                  The Polish Copyright Act protects only manifestations of creative activity of an individual nature. Code generated autonomously by an AI model\u2014without human creative decisions\u2014does not meet this threshold. It is not a work and cannot be subject to a copyright transfer. The agreement should distinguish between components that are works (creatively edited by a human) and components that are not works (transfer of ownership of copies and know-how). There is no Polish case law directly deciding this issue\u2014so a safe agreement protects the company regardless of future rulings.<\/p>\n

                  Is one agreement enough for the entire product?<\/strong><\/p>\n

                  In most cases\u2014yes. The agreement should cover all layers at once: code, interface, graphics, copy, database structure, domain, and name. The conditions are: two lists of fields of exploitation (Article 50 and Article 74(4)), the transfer of derivative rights, ownership of copies, representations concerning defects in title, and a list of exclusions. In practice, a document completing the chain of title to the entire MVP is around 7 pages long and contains 12 sections and 3 appendices.<\/p>\n

                  Do we need to list every open-source library we have used?<\/strong><\/p>\n

                  Yes\u2014in the form of an SBOM (a list of components and their licenses). Without such a list, it is impossible to demonstrate compliance with license terms during due diligence. Copyleft licenses (e.g. GPL, AGPL) create a particular risk because they may impose an obligation to make source code available\u2014the scope of that obligation depends on the product architecture and how the component has been integrated.<\/p>\n","protected":false},"excerpt":{"rendered":"

                  Learn how Polish startups can document product IP ownership, avoid invalid founder transfers, and use a 12-point checklist before investor due diligence.<\/p>\n","protected":false},"author":13,"featured_media":3605,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":"","sip_alt_url":"","sip_en_pl_url":"","sip_pair_uuid":"080136ad-79ea-4bcc-8a7d-6e0a88b91069","sip_pair_state":"verified"},"categories":[],"tags":[1538,1556,1548,1537,1539,1559],"specialization":[1211],"practice_area":[],"class_list":["post-3573","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","tag-copyright-law","tag-corporate-law","tag-due-diligence-en","tag-intellectual-property-en","tag-license","tag-startups","specialization-it-ai-ip-law"],"acf":[],"_links":{"self":[{"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/posts\/3573","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/users\/13"}],"replies":[{"embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/comments?post=3573"}],"version-history":[{"count":2,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/posts\/3573\/revisions"}],"predecessor-version":[{"id":3576,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/posts\/3573\/revisions\/3576"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/media\/3605"}],"wp:attachment":[{"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/media?parent=3573"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/categories?post=3573"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/tags?post=3573"},{"taxonomy":"specialization","embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/specialization?post=3573"},{"taxonomy":"practice_area","embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/practice_area?post=3573"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}