You Just Raised. Here Is The IP Work That Should Happen In The Next 90 Days.

A post-financing punch list for companies without in-house IP counsel

The wire hit your account. The board wants a hiring plan. Product, sales, and a new market are funded instead of theoretical. That is usually when intellectual property slides back on the to-do list to “later.”

Later is how companies create the problems the next investor or buyer will find.

A raise does not require a sudden patent-filing binge. It does require a short, deliberate sprint to do three things: confirm the company owns what it just sold to investors, protect the product and brand the new money is about to put into the market, and install a system so IP does not depend on whoever remembers to email a lawyer.

If you do not have in-house IP counsel, treat the next 90 days as a project with an owner, a budget, and a written punch list. The list below is the one I use with growth-stage and mid-market companies.

Why does the clock start at closing?

Two things change the day funds arrive.

First, the company gets louder. You will hire faster, demo more, ship features, put the brand on packaging and paid media, and often expand geographically. Each of those creates legal facts that are expensive to unwind. Public disclosure is the sharpest example. In the United States, 35 U.S.C. § 102(b)(1) gives you a one-year grace period to file after your own disclosure. Most other countries give you none, so a single public demo or trade-show poster can forfeit foreign patent rights on the spot. A funded company that demos more is a company burning that option faster.

Second, you just made representations. Financing documents typically say the company owns its material intellectual property, that title is clean, and that no undisclosed claim is pending. Those sentences are not boilerplate to the next diligence team. They are a punch list for your successor investor or an acquirer.

The goal of the next 90 days is to make those sentences true, and to keep them true while the business accelerates.

Days 1–30: Do we own what we just sold to investors?

Start with title. A patent has the attributes of personal property and transfers only by a written assignment (35 U.S.C. § 261). An invention does not belong to the company because an employee created it, because you paid a contractor, or because the code sits in your GitHub. Ownership starts with the inventor and moves only by assignment. That is the principle the Supreme Court applied in Board of Trustees of the Leland Stanford Junior University v. Roche Molecular Systems, Inc., 563 U.S. 776 (2011), where a university lost exclusive ownership of its own federally funded research because a researcher had signed a competing assignment.

Copyright is worse, and most founders do not know it. Work made for hire covers employees. For a work commissioned from an independent contractor, it reaches only the nine categories enumerated in 17 U.S.C. § 101, and software is not one of them. Absent a signed assignment, the contractor who wrote your code owns the copyright in it. So does the agency that designed your logo.

In the first 30 days:

1. Build a one-page inventory. List patents and applications, trademarks and applications, important copyrights, domain names, and the trade secrets that matter: source code, data, formulas, process know-how, customer files. You cannot protect what you have not named.
2. Trace chain of title for anything material. For every patent and application, confirm a signed assignment from each inventor, and confirm it was recorded with the USPTO. Recording is not a formality. Under § 261, an unrecorded assignment is void against a later purchaser for value without notice unless it is recorded within three months of its date or before that purchase. Run the same exercise on logos, product names, and code created before incorporation or by contractors.
3. Close the usual holes. The ones I see most often after a raise are boring and expensive: founders built the product before the company existed and never assigned the pre-incorporation work; a contractor wrote core code on a handshake; an offer letter mentioned invention assignment but nobody signed the agreement; a named inventor left before signing; or the agreement says the person “agrees to assign” later rather than “hereby assigns” now. That last one carries real consequences. A promise to assign in the future does not move title when it is signed, which is how a later present assignment can win the race, the distinction the Federal Circuit drew in FilmTec Corp. v. Allied-Signal Inc., 939 F.2d 1568 (Fed. Cir. 1991). Fix these in writing now. Waiting until the next round turns the conversation into a closing condition with leverage on the other side.
4. Put assignment language on every new hire and vendor on day one. The raise funds headcount, and headcount is how new title defects get created. Employees, contractors, agencies, and consultants should sign a present assignment of work product before they start, not after the first invoice.
5. Read what you just encumbered. If the stack includes venture debt or a security interest, find out what was pledged. A blanket lien on IP can restrict licensing, enforcement, and a future sale. You do not need to relitigate the closing. You do need to know the terms.

This first month is unglamorous. It is also the month that keeps a future buyer from discovering that the company does not own its own product.

Days 31–60: What should we protect before the new money hits the market?

Match protection to the plan the investors funded, not to a generic instinct to file more patents.

6. Decide, in writing, what is a patent and what is a secret. A patent is a public bargain: disclosure in exchange for a time-limited right to exclude. A trade secret lasts only as long as you keep it secret, and the Defend Trade Secrets Act protects it only where the owner took “reasonable measures” to do so (18 U.S.C. § 1839(3)(A)). The two choices conflict for the same invention. If a competitor can buy the product, take it apart, and see how it works, secrecy is a weak plan. If the value sits in a process, a model-training recipe, or a data set that never leaves the building, a patent filing can give away more than it protects.
7. File on the product path you just funded, not on last year’s prototype. A provisional application buys twelve months, and that deadline does not extend. If the raise funds a new feature set, a new indication, a new hardware generation, or a new market, ask whether your current claims still cover what you will sell in eighteen months. You do not need a wall of patents. You need claims that map to the product and to the way you beat competitors. A portfolio that protects the old demo will look thin in the next data room.
8. Clear and file the names before marketing spends the money. Brand work is where companies burn cash after a raise. A product name, a new house mark, a tagline, and an app name all go public fast. Run a proper clearance, then file. Changing a name after packaging, domain spend, and six months of ads costs a multiple of what clearance would have. And a U.S. filing does not cover you abroad, so if international expansion is in the plan, file where you are going.
9. Do a focused freedom-to-operate look at the new roadmap. This does not have to be a formal opinion on day 45. It does have to answer a business question: is the product you are about to scale walking into someone else’s patent or trademark? A short, product-specific search around the funded roadmap costs far less than finding the problem after you have inventory, a channel partner, and a competitor with a letter ready.
10. Treat open source and inbound licenses as title issues. If software is part of the product, inventory the open-source components and the licenses that govern them. Copyleft terms in the wrong place can force disclosure you did not plan to make. Third-party SDKs, university licenses, and joint-development agreements belong on the same list. “We used a library” is not an answer in diligence. A bill of materials with the license risk marked is.

Days 61–90: How do we keep this from resetting to zero?

The raise also funds chaos: new people, new vendors, new decks, new markets. Without a light operating cadence, the cleanup from month one decays by month four.

11. Name the secrets and lock the doors. Trade secret law rewards companies that behave as though they have secrets. Identify the handful of things that would hurt if they walked out the door, limit access, and use NDAs that match reality. Stop putting source code, pricing models, or process detail in decks that get forwarded. This matters more after a raise because hiring velocity is how secrets leak: departing employees, vendors, and “just this once” Slack shares.
12. Stand up an invention-disclosure habit. Once a month, engineering and product spend thirty minutes on one question: what did we build or figure out that a competitor would want to copy? Capture it, then decide — file, keep secret, or do nothing. The companies that lose priority dates are not the ones short on ideas. They are the ones that shipped the idea in a demo and filed six months later.
13. Watch the field you just entered. Funding is a signal, and competitors, copycats, and non-practicing entities notice companies that have cash. Set up trademark watching on the core marks, and have counsel or a designated internal owner scan competitor filings and product launches against your claims. If a demand letter arrives, do not ignore it and do not freelance a reply. A bad first letter creates a record.
14. Put a twelve-month IP budget against the business plan. Spend should follow the roadmap: which countries, which products, and which fights you will not pick. A reasonable post-raise budget covers the cleanup, the filings tied to the next two product cycles, trademark work for the names you will use, and a reserve for a problem you did not plan for. What it should not cover is an unfocused filing program built to impress a slide.
15. Appoint one internal owner and one outside quarterback. Someone inside the company, often the CEO, COO, or a generalist GC, owns the punch list. Outside, you want one lawyer who sees the whole board: ownership, patents, trademarks, secrets, and disputes. Prosecution specialists still do the filings. They should not each run a separate relationship with your team. That is how companies collect vendors and still miss the deadline that matters.

What should we not do with the new money?

• Do not file patents to decorate the deck. Investors who know this space read claims, ownership, and coverage. A stack of provisionals that never reach the commercial product is not a strategy.
• Do not wait for the next round to clean title. The gap that was “we’ll get to it” at this close becomes a price chip at the next one.
• Do not let marketing name products in a Slack thread and bring in counsel after the launch video is live.
• Do not put the architecture in a public demo, a trade-show poster, or a customer webinar before you decide whether it is a patent or a secret. Outside the United States, that decision gets made for you the moment you present.
• Do not treat a demand letter as a nuisance until counsel has read the claims. Some letters are a shakedown. Some are the opening move in a case you will wish you had taken seriously in week one.

What does a finished 90 days look like?

By day 90 you should be able to hand a board member a one-page memo that says:

• The company owns the material IP, with assignments signed and recorded.
• New hires and vendors sign assignment paper before they work.
• The portfolio maps to the product the raise is funding, with deadlines calendared.
• Core names are cleared and filed in the markets that matter this year.
• Trade secrets are named and access-controlled.
• There is a budget, an internal owner, and one outside point of contact.

That memo is not paperwork for its own sake. It is how a company without in-house IP counsel stays out of the two expensive patterns I see after a raise: discovering in the next diligence process that title was never clean, or discovering in the market that the brand and the product were never protected before they became valuable.

How should we work with counsel on this?

Most of the companies I work with do not have an in-house IP lawyer, and they do not need a roster of outside ones either. At Harness IP our practice runs on a single relationship: I stay the point of contact across ownership, patents, trademarks, trade secrets, and disputes, and I bring in the right subject-matter colleague to do the prosecution or clearance work. That keeps the punch list in one place, which is the whole point of the exercise.

The raise bought you speed. These 90 days are how you keep that speed from creating a problem you pay for later. The earlier the strategy is set, the more options you have.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.