Skip to main content
IP Check-In
envi

World 5 · IP Business Builder · Lesson 20

IP due diligence for investors and businesses

IP due diligence asks: which IP does the business rely on, does it really own or license it, where is it in force, and what could take it away.

  • 5 min
  • Jurisdictions: International / treaty, Australia, Vietnam
  • Last reviewed: 19 October 2026

Draft — awaiting editorial review

Educational content, not legal advice. Lessons are drafts awaiting editorial review.

You will learn to

  • State the core checks in IP due diligence.
  • Recognise common red flags.
  • Understand what due diligence can and cannot tell you.

What due diligence asks

Due diligence is the investigation a buyer, investor or licensee makes before committing. For IP it asks: which IP does the business rely on, does the business own it or only hold a licence, is it registered and in force in the countries where the business trades, and what could take it away. It does not value the IP, and a report that finds no problem is not a promise that none exists — it says what was checked, what was found and what is missing. Start from an IP register: each asset, its owner, its registration number and country, its status, and the document that supports it.

The core checks

Chain of title: who created each asset, and the employment, contractor and assignment documents that moved it to the company. Registrations and applications: the owner name exactly matching the company, status, renewal dates and countries covered. Encumbrances: security interests, co-owners, options. Licences in: third-party software, content, data and fonts the product depends on, including the conditions of open-source licences. Licences out: exclusivity or territory already granted to others. Disputes: oppositions, cancellation actions, demand letters, litigation. Trade secrets: the steps taken to keep them secret, and confidentiality agreements with staff and partners.

Red flags

Common red flags: a founder or contractor who wrote core code with no signed assignment; a trademark registered in a founder's personal name or a former agency's name; registrations lapsed, or never filed in a key market; a Vietnamese trademark assignment signed but not registered, so it may not yet have effect; an exclusive licence already granted for the investor's target territory; copyleft open-source code inside a closed product with no compliance review; unexplained co-owners. A red flag is a question to resolve — often fixable with a signed assignment or a recording — not automatically a reason to walk away.

Try a scenario

Sophie, an Adelaide angel investor, is considering a seed round in an Australian–Vietnamese edtech start-up. The pitch deck says "the company owns all its IP". The data room holds a trademark registration certificate in the founder's personal name, and the code repository has commits from two freelance developers.

What should Sophie do next?

Check your understanding

ModeSee the explanation after each question.

Pass mark: 80% — for this lesson that means every question.

Question 1 of 4A Hanoi start-up's trademark is registered in a co-founder's personal name, while the company is the one using it.Which statement is most accurate?

Take away

IP due diligence starts from an IP register and follows the chain of title. Each red flag is a question to answer in writing before money moves.

Apply it to your IP

Nothing runs or is saved on its own. Each option only opens a tool when you choose it.

What this lesson cannot tell you

This lesson describes common checks, not a complete due diligence process; it does not value IP and is not investment advice. A real transaction needs lawyers and advisers in each country involved.

Official references