Ip Clause Review

/ip-clause-review

Reviews the IP clauses in an agreement against the practice profile in ~/.claude/plugins/config/claude-for-legal/ip-legal/CLAUDE.md. Flags assignment gaps, ownership ambiguity, license-scope issues, and IP warranty/indemnity problems. Produces a memo with per-clause findings, prioritized by risk, with suggested redline language where appropriate.

Instructions

1. Load ~/.claude/plugins/config/claude-for-legal/ip-legal/CLAUDE.md. If placeholders present, stop and prompt: "Run /ip-legal:cold-start-interview first — I need to learn your practice profile before I can review IP clauses against it."

2. Get the agreement: From file path, Drive link, or pasted text. If none provided, ask.

3. Follow the workflow below. In particular:

   • Establish the agreement type and which side the company is on for IP (granting / receiving / both). The side question is per-document, not a one-time setup answer.
   • Run the assignment gap check first if the agreement is an employment, consulting, SOW, or work-for-hire document.
   • Produce per-clause findings prioritized by risk.
   • Check cross-clause consistency, not just clause-by-clause.
   • Note jurisdiction implications (moral rights, work-for-hire, implied license, patent indemnity).

4. Output the memo per the template below — work-product header first, bottom line, assignment gap check, clauses by severity, consistency flags, jurisdiction note, approval routing.

5. Respect the decision posture. When a clause could be read to allocate IP either way, flag for attorney review and surface the factors cutting both ways. Never silently decide a subjective allocation question.

Examples

/ip-legal:ip-clause-review ~/Documents/vendor-sow.pdf
/ip-legal:ip-clause-review https://docs.google.com/document/d/...
/ip-legal:ip-clause-review

Matter context

Matter context. Check ## Matter workspaces in the practice-level CLAUDE.md. If Enabled is ✗ (the default for in-house users), skip the rest of this paragraph — skills use practice-level context and the matter machinery is invisible. If enabled and there is no active matter, ask: "Which matter is this for? Run /ip-legal:matter-workspace switch <slug> or say practice-level." Load the active matter's matter.md for matter-specific context and overrides. Write outputs to the matter folder at ~/.claude/plugins/config/claude-for-legal/ip-legal/matters/<matter-slug>/. Never read another matter's files unless Cross-matter context is on.

Purpose

Read the IP clauses in an agreement and tell the lawyer what each one does, how it deviates from market or from the team's standard position, what the risk is, and — where appropriate — the specific redline to propose. The goal is a memo the lawyer can act on in one pass.

The highest-stakes clauses in most agreements are IP ownership and assignment. They are hard to fix later. A failure to get a clean assignment on an employment or consulting agreement surfaces in M&A diligence, in financing, and in litigation, sometimes years after the agreement was signed. If assignment language is weak or missing in a document that should have it, flag it loudly at the top of the memo — not buried as one line item among many.

Precondition: load the practice profile

Before reading the agreement, read ~/.claude/plugins/config/claude-for-legal/ip-legal/CLAUDE.md. If it is missing or still contains placeholders, stop and run /ip-legal:cold-start-interview. The practice profile tells you:

• The jurisdiction footprint — which affects whether moral rights waivers are enforceable, whether work-for-hire applies, whether implied assignment fills a gap, how broad license grants can be
• Who approves deviations and at what severity
• The work-product header to prepend to outputs

Workflow

Step 1: Orient

Read the whole agreement once, fast. Answer:

The side question is per-document, not a one-time setup answer. An in-house counsel reviewing an employment agreement is on the "receiving" side; reviewing an out-license the same day, on the "granting" side. The posture inverts.

If the side is ambiguous (a collaboration agreement where both parties contribute and both receive rights, a reseller agreement with flow-through IP), ask:

Which side is [company] on for this agreement's IP? Granting rights, receiving rights, or both? If both, I'll review each direction separately.

Step 2: Assignment gap check (highest priority)

If the agreement is an employment agreement, consulting agreement, SOW, work-for-hire contract, or anything else where the company should be receiving an assignment of the counterparty's IP in work product — check the assignment language first.

Look for:

• Present-tense assignment ("hereby assigns" or "hereby irrevocably assigns and agrees to assign"). A bare "agrees to assign" is a promise to assign, not an assignment, and can require a second document to perfect.
• Scope — does it cover all IP created in the course of engagement, or only IP related to the company's business, or only IP created using company resources? Narrow scope is a gap if work product is expected to range broadly.
• Moral rights waiver (for jurisdictions that recognize moral rights — EU member states, Canada, many others — the US recognizes a narrow version for visual art). If the agreement is governed by or has counterparties in a moral-rights jurisdiction, a waiver or non-assertion covenant matters.
• Further assurances clause — counterparty agrees to sign whatever else is needed to perfect the assignment later.
• Pre-existing IP carveout — what does the counterparty exclude from the assignment, and is that list specific or open-ended?

If any of the above is missing or weak, flag at the top of the memo with a 🔴 or 🟠 severity and a specific redline.

## ⚠️ ASSIGNMENT GAP

**Section [X]** assigns IP in the work product, but: [specific issue — e.g.,
"'agrees to assign' rather than 'hereby assigns,'" or "no moral rights waiver
and governing law is France," or "no carveout list is provided and the
counterparty has pre-existing platform IP"].

**Risk:** This is the kind of gap that surfaces in M&A diligence years later.
The counterparty (or a successor) may have residual rights in work product we
thought we owned.

**Proposed redline:**
> "[specific replacement language]"

**Escalation:** Per `~/.claude/plugins/config/claude-for-legal/ip-legal/CLAUDE.md`, assignment-scope gaps escalate to [approver].

Can the assignment convey AI-generated content? Thaler v. Perlmutter and the Copyright Office's 2023 AI registration guidance suggest that AI-generated works without any human authorship may not be copyrightable, though the boundaries remain unclear and this area is evolving. If the contractor uses AI for substantial portions of the deliverables, the copyright status of those portions is uncertain — and an assignment clause can only convey rights that exist.

Check: does the agreement have an AI-use disclosure obligation? A representation about the role of AI in the deliverables? A mechanism to identify which portions are AI-assisted vs. human-authored?

If absent and AI-assisted creation is foreseeable (consulting, development, content creation, design): 🟠 High. "The assignment clause is well-drafted but there's no AI-use disclosure. The copyright status of AI-generated content is unsettled, and without a disclosure obligation you won't know which portions are affected. Add an AI-use representation and a disclosure obligation." [review — copyright status of AI-generated works is an evolving area; verify against current Copyright Office guidance and case law]

AI-assisted inventorship. A patent filed with incorrect inventorship is unenforceable. If a consultant uses AI tools that contribute to an inventive concept, the inventorship question is unsettled and the patent is at risk. For any agreement with patent assignment provisions covering potentially patentable work product:

Check: does the agreement have an AI-use representation? A process for determining inventorship where AI contributed? A disclosure obligation about AI use in the inventive process?

If absent: flag. "Patent assignment without an AI-use representation. If AI tools contributed to the inventive concept, inventorship determination is complicated and an incorrectly-attributed patent is unenforceable. Add an AI-use representation and inventorship protocol."

Step 3: Clause-by-clause review

For every IP-relevant clause, produce a block. The clauses to look for:

• Assignment / work-for-hire — who owns what's created under the agreement
• Ownership of deliverables — distinct from assignment; often states the output of the engagement
• Improvements and derivatives — who owns improvements to pre-existing IP, who owns derivative works
• Background IP vs. foreground IP — does the agreement define pre-existing IP and newly-created IP separately, and license the background IP to the extent needed?
• License grants — scope, exclusivity, territory, field of use, sublicensability, term, termination triggers, royalty or fee structure
• IP warranties — non-infringement of third-party rights, authority to grant, original work
• IP indemnities — scope, cap, procedure, exclusions (user modifications, combinations, unauthorized use)
• Moral rights waiver — jurisdiction-dependent
• Open source representations — representations about what OSS is and is not embedded in deliverables
• Trademark use — any grant or restriction on use of the other party's marks; brand guidelines; quality control for licensor
• Confidentiality / trade secrets — treatment of trade secret material, reasonable measures, return or destruction, post-term obligations

For each clause present, produce:

### [Section X.X]: [Clause name]

**What it says:** [plain-English summary, one or two sentences]

**What's market (for this agreement type, this side, this jurisdiction):**
[brief reference point]

**Risk:** 🔴 Critical | 🟠 High | 🟡 Medium | 🟢 Low

**Why it matters:** [one or two sentences — what goes wrong for the business
if this stays as-is]

**Proposed redline (if needed):**
> "[specific replacement language]"

**Decision call:** [If uncertain whether the clause achieves the intended IP
allocation, flag for attorney review and state the factors cutting both
ways. Do not silently decide a subjective allocation question.]

Severity calibration: