Licensing and IP agreements that hold up.

What we handle versus what we don't

We handle: license agreements (software, content, brand), IP assignment agreements, work-for-hire structuring, IP carve-outs in service agreements and CSAs, founder-IP assignment into newly formed entities.

We don't handle: trademark applications, copyright registrations, patent prosecution, trademark or copyright searches, IP litigation. Those go to specialty IP counsel; we coordinate but don't substitute.

License agreements we draft most often

Software licenses (SaaS terms)

End-user license agreements for software products, SaaS terms of service, enterprise license agreements. Scope of grant, permitted users, restrictions, support and maintenance terms, data and privacy, IP indemnification, limitation of liability.

Content licenses

Image, video, audio, written-content licensing — both as licensor (you're licensing your content to others) and licensee (you're using third-party content). Royalty-free vs. royalty-bearing, exclusivity, sublicensing rights, term and territory.

Brand and trademark licenses

Use of your trademark by another party (franchise-adjacent licensing, co-marketing, merchandise licensing). Quality-control provisions are critical — undermarked or under-policed brand licenses can lose trademark protection ("naked licensing").

Cross-licenses

Two parties licensing IP to each other in a structured exchange. Common in technology partnerships, joint ventures, and settlement of IP disputes.

IP assignment agreements

Founder-to-entity assignments

When founders contribute IP to a newly formed company, the assignment needs to be explicit, written, and timely. California's default rules don't automatically vest founder-developed IP in the entity. F3 (Premium Multi-Member Foundation) bundles this.

Contractor and employee assignments

California Labor Code §2870 carves out certain employee-developed IP from automatic assignment to the employer. The IP-assignment language in employment and contractor agreements has to navigate that carveout precisely.

Acquisition assignments

When a business is sold, the IP assignment typically rolls into the asset-purchase agreement. We handle the IP-specific portions; the broader transaction is handled under the acquisition practice.

Settlement-related assignments

Assignments as part of dispute resolution — typically narrow assignments of specific IP rights as consideration for settlement of an underlying dispute.

California-specific issues

Labor Code §2870. California limits employer claims to employee-developed IP that wasn't developed using employer resources. The IP-assignment clause in California employment contracts has to acknowledge §2870 — without the acknowledgment, the entire assignment can be unenforceable.

Trade-secret protection. California's Uniform Trade Secrets Act (CUTSA) provides statutory protection for trade secrets independent of contract. License and assignment agreements often need to address how the trade-secret status interacts with the contractual rights.

Idea-submission agreements. When someone submits an idea or pitch to a California company, idea-submission case law (Desny v. Wilder and its progeny) has specific contract requirements. Generic NDAs often don't satisfy them.

Right of publicity. California's right of publicity (Civil Code §3344) protects use of a person's name, image, and likeness. Brand and content licenses involving individuals' identities need explicit publicity rights.