Organizing IP rights for a software house from Katowice
The client had unclear contracts with 12 subcontractors. We carried out a full assignment of copyrights to the main product, which enabled obtaining financing in the amount of 340,000 PLN.
BitForge Solutions faced the chance for a large injection of capital from a business angel. The condition was a clean slate in IP documentation, which the company had not possessed since the beginning of its operations. In 9 weeks, we took control of the documentation of 12 developers, which unblocked the investment process.
The challenge
The company BitForge Solutions from Katowice employed 12 developers on B2B contracts. During the due diligence audit, it turned out that 7 of these contracts contained errors in the copyright transfer clauses, and 2 contracts did not mention it at all. The investor halted the 340,000 PLN transfer, fearing that former employees might claim rights to the CRM system's source code in the future.
The situation was tense because the company needed these funds to pay for servers and salaries for July 2024. Every day of delay generated the risk of key developers leaving. The board of BitForge did not know how to talk to developers about contract corrections without causing panic or demands for additional payments for signing amendments.
Our approach
Our team, consisting of 3 specialists, began with a detailed verification of 47 personnel and project documentation files. We applied the principle: hard facts instead of guesses. We prepared precise backdated amendments (so-called confirmatory assignments) that secured the company's interests without antagonizing the team.
We conducted individual talks with each of the 12 subcontractors at the office on Chorzowska street. We explained to them that a tight share structure and clear IP are the only way to the company's financial stability. We organized the entire process so that the developers felt they were part of a professional undertaking and not victims of bureaucracy.
The solution
We delivered a set of 12 signed amendments and 14 acceptance protocols that precisely described the transferred code modules. Additionally, we implemented an internal IP document flow system at BitForge Solutions. Now, with every commit to the main repository, the project manager is obliged to record the execution of the work in our simple checklist.
We also developed a new framework agreement template for future collaborators. It contains 3 levels of IP security that are standard in M&A transactions. Money likes silence, so all talks with developers took place without the participation of the external investor's lawyers, which allowed us to avoid unnecessary questions and suspicion.
Results
Thanks to our actions, the investor issued a positive legal opinion within 11 days of receiving the new documentation. BitForge Solutions received the full amount of financing on August 18, 2024, which allowed for stable development and maintaining the entire team.
Timeline
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June 2024Audit of 47 documentation files and detection of gaps in 9 contracts.
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July 2024Individual negotiations with 12 developers and signing of amendments.
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August 2024Submission of the final report to the investor and closing of the round.
"Alians stepped into the middle of a mess in the papers. They straightened out 12 b2b contracts without causing anxiety among our people. The game for control over the company was worth every minute of these consultations."