IP due diligence and the IP data room.
IP due diligence confirms that the startup owns or has rights to the technology and brand it sells, and that no one else can block it. An IP data room collects patent and trademark files, signed invention assignments from everyone who built the product, inbound and outbound licences, open source reports and any freedom to operate or validity opinions.
IP due diligence room
- 01 IP schedule
- 02 Patents
- 03 Trademarks and domains
- 04 Assignments
- 05 Inbound licences
- 06 Outbound licences
- 07 Open source
How it works for a startup.
For deep tech, biotech, medtech and hardware startups, IP review is often the center of diligence. For software companies it is usually about chain of title: did every founder, employee and contractor assign their work to the company, and does the product rely on licences that could be withdrawn or that carry copyleft obligations.
Patent counsel for the investor or buyer will read file histories, check claims against the product and look at what competitors hold. University spinouts get extra attention on the license agreement with the tech transfer office and on any federal funding rights under the Bayh-Dole Act.
Freedom to operate and validity opinions are privileged legal advice. Talk to counsel before sharing them, since disclosure can affect privilege. Many companies share a summary or a common interest agreement first.
Top 10 data rooms for this job.
Our five measures, re-weighted for ip due diligence. Places 11 to 17 are listed below the cards.
- Setup speed 18%
- Investor experience 16%
- Access control 29%
- Diligence tools 19%
- Startup pricing 18%
- 1 9.2/10First-rate
- $149 monthly
- 14-day free trial
- 8/12 feature checks
- Investor Q&A
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- SOC 2 (hosting)
- 2 8.3/10Strong pick
- Quote only
- Free trial offered
- 9/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 3 8.1/10Strong pick
- Quote only
- Demo, no trial
- 10/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 4 8.1/10Strong pick
- Quote only
- Free trial offered
- 7/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 5 8.0/10Strong pick
- Quote only
- Free trial offered
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 6 7.9/10Strong pick
- $250 monthly
- Free trial offered
- 8/12 feature checks
- Investor Q&A
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- SOC 2
- 7 7.8/10Strong pick
- Quote only
- Demo, no trial
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 8 7.7/10Good option
- $299 monthly
- Free trial offered
- 7/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- 9 7.7/10Good option
- Quote only
- Demo, no trial
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 10 7.7/10Good option
- $55 monthly
- Free trial offered
- 9/12 feature checks
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- HIPAA
Show places 11 to 17
- SmartRoom 7.6
- DealRoom 7.5
- ShareVault 7.3
- Onehub 7.1
- Digify 6.8
- Venue by DFIN 6.6
- DocSend 6.3
Folder index.
A starting structure for this room. Rename folders to fit your company and keep the numbers.
One spreadsheet of every patent, application, trademark and domain with status, owner and jurisdiction.
Applications, issued patents, file histories, office actions and responses.
Registrations, pending applications, domain registrar records.
Founder IP assignments, employee and contractor invention assignment agreements, recorded USPTO assignments.
University, third-party technology and data licences with royalty and field terms.
Licences granted to customers or partners, exclusivity terms, sublicence rights.
Software bill of materials, licence report, contribution policy.
Freedom to operate and validity work, shared only as counsel advises.
Infringement letters, oppositions, interference or IPR proceedings, settlements.
Federal funding records, Bayh-Dole disclosures and elections, government licence notices.
Need every file by stage? Use the startup data room checklist.
Must-have features.
| Provider | View-only and download control | Dynamic watermarks | Viewer activity log | In-app redaction | Investor Q&A |
|---|---|---|---|---|---|
| Ellty | |||||
| iDeals | |||||
| Datasite | |||||
| Firmex | |||||
| Ansarada | |||||
| SecureDocs | |||||
| Intralinks | |||||
| CapLinked | |||||
| Drooms | |||||
| Citrix ShareFile |
- View-only and download control
- Set each file to view only, print or download, and change it later without resending anything.
- Dynamic watermarks
- Stamps the viewer email and the time across every page, so a forwarded screenshot points back to its source.
- Viewer activity log
- Shows which investor opened which file, for how long and when, and exports the record.
- In-app redaction
- Blacks out salaries, customer names or personal data inside the platform without keeping a second copy.
- Investor Q&A
- Funds and buyers ask questions against a file; you assign, answer and publish replies, and the thread stays on record.
Set up the room in 6 steps.
- 1
Build the IP schedule
List every asset with owner of record, status and deadline. Check that the owner of record is the company and not a founder or a university.
- 2
Fix chain of title
Match each contributor to a signed assignment. Record patent assignments with the USPTO where they are missing.
- 3
Summarise licences
For each inbound licence note the field, territory, exclusivity, royalties and termination rights, and whether the deal triggers consent.
- 4
Ask counsel about opinions
Decide with patent counsel what can be shared, in what form and under what agreement before any opinion goes into the room.
- 5
Restrict the folder
Make IP folders view-only with watermarks and download blocking, and limit them to the reviewing counsel.
- 6
Log every question
Keep IP questions in the Q&A so answers from patent counsel are recorded alongside the files they refer to.
Common mistakes.
- Patents still owned by a founder or a prior employer instead of the company.
- A university license with field limits that do not cover the product the startup now sells.
- Sharing privileged opinions without advice and losing the protection.
- Copyleft code in a distributed product with no plan to comply.