Missing rights agreements with freelancers, breaches of open source licence terms, trade marks not registered in key markets, claims by founders' former employers, and lapsed or poorly maintained registrations.
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- kancelaria@aksamec.sk
- +421 904 625 859
- Národná 15, 010 01 Žilina
IP Due Diligence for Deals and Funding
IP Due Diligence for Deals and Funding in practice
In the data room, an investor asks a simple question: does the company actually own its code, brand and domain? The answer is surprisingly often "not entirely". Under the Slovak Copyright Act, a freelancer who wrote part of the product without a licence agreement keeps the economic rights, even after being paid. Gaps like this can be fixed, but it is easier before signing than mid-negotiation.
We tailor the audit to your side of the deal. For a buyer, we set out the risks and their effect on price; for a seller, we prepare materials for bidders in advance. We go through trade mark and patent registers, contracts with employees and contractors, open source licences and the domain portfolio. You receive a written report, an IP register, a risk matrix and a remediation plan.
What we help with
- Searches in the Slovak IP Office, EUIPO, WIPO, EPO and USPTO registers
- Review of employee and freelancer contracts under the Slovak Copyright Act
- Open source licence audit together with a technical partner
- Draft IP warranties and disclosure schedule for the purchase agreement
- Remediation plan before and after closing
- Follow-up trade mark filings and licence agreements
Worth knowing
Freelancers keep their rights
Without an express licence or rights agreement under Section 65 of the Slovak Copyright Act, the economic rights stay with the freelancer. The company then cannot use the work in full, even though it paid for it.
Copyleft licences
With strong copyleft licences such as the GPL, incorrect use can lead to an obligation to release the source code of the entire derivative product. The AGPL extends these obligations to SaaS deployment.
Findings rated by severity
Each finding is rated by its effect on the deal: from a risk that threatens closing, through a price adjustment or specific indemnity, to remediation before or after closing.
Common questions
- With a retrospective licence agreement or an exclusive licence from the author. If the author refuses, a settlement is an option and, as a last resort, rewriting the code or design. Investors usually require the fix before the round closes.
- The seller's contractual statements about the company, including its intellectual property: who owns it, that it is valid and that it does not infringe others' rights. If they prove untrue, the buyer can claim a price reduction or damages.
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In a consultation we assess your situation, suggest a way forward and tell you what costs to expect.
€90 incl. VAT, 30 minutes, in person or online
This page is for general information, reflects Slovak law at the time of writing and is not a substitute for advice on your particular matter.