Intellectual Property Attorney for Small Businesses

Most small businesses lose IP value through neglect, not infringement.

The horror stories are not what you would guess. Almost nobody loses real value to a competitor copying their work. They lose value because a contractor never assigned their code, because an employee took source to their next job under a non-existent confidentiality agreement, because an open-source dependency triggered a release obligation nobody noticed, or because the brand was used inconsistently for so long that a federal trademark became unenforceable.

Every one of those failures is preventable with an hour of upfront work and a few documents drafted right. Our IP practice exists to do that hour of work early, so that when the priced round, the acquisition, the partnership, or the lawsuit shows up, the IP story holds together.

What is included

IP audit

A systematic inventory of what your business actually owns - copyrighted works, trademarks (registered and common-law), trade secrets, patents, domains, social handles - mapped against who created it and who has rights. Most founders are surprised by the gaps.

Copyright registration

Federal registration of software, marketing materials, written content, photography, and design work with the U.S. Copyright Office. Required for infringement suits and unlocks statutory damages and fee-shifting.

Trade secret program

Identification, marking, access controls, NDA workflow, and the policy documentation that makes trade-secret protection actually work under the federal Defend Trade Secrets Act and the Texas Uniform Trade Secrets Act.

IP assignment agreements

Bullet-proof IP assignments for employees, contractors, advisors, and consultants - past, present, and future. We also clean up the historical contracts where assignments were missing or weak.

IP licensing

Inbound and outbound license agreements - SaaS, software, content, technology, branding - with the scope, territory, exclusivity, royalty, and termination terms that match the deal.

Open source compliance

Dependency audits, license compatibility analysis, copyleft exposure (GPL, AGPL, LGPL), notice-and-attribution workflows, and outbound open-source contributions.

IP in M&A & financing

The IP reps, warranties, schedules, and pre-closing remediation that buyers and investors will demand in diligence. We work alongside our M&A team to get the IP house in order before a transaction starts.

Software intellectual property strategy session at an Austin startup

Software, Brand, Process, Data

Who this is for

Software and SaaS startups with proprietary code and AI-derived models
Consumer brands with strong creative content, product design, or trade dress
Content and media businesses licensing third-party works
Service businesses with proprietary methodologies and training materials
Companies preparing for a priced round, sale, or strategic licensing deal

Our process

IP audit kickoff. A two-hour session with the founders and tech lead to walk through what the company creates, who creates it, and where it lives.
Diagnostic memo. Within ten business days you receive a written IP audit identifying gaps, exposures, and a prioritized remediation plan.
Remediation. We draft and roll out the missing assignments, register the priority copyrights and trademarks, build the trade-secret policy, and clean up open-source compliance.
Ongoing watch. Many clients keep us on a light-touch IP retainer so new hires, new products, and new licenses are reviewed as they happen.

Common IP scenarios

The contractor who built the code

You hired a developer or an agency to build the MVP and you never got the IP assignment in writing. The good news: this is fixable with a confirmatory assignment. The bad news: leverage to get the contractor to sign is much lower than it was on day one, so do not wait until you are in diligence.

The AI-trained model

Your team built a model on a mix of your data, open data, and licensed third-party data. You need to know exactly what data went in, under what license, and what you can claim ownership of in the output. We map the data lineage and structure the IP claims and contracts.

The open-source dependency you did not vet

Your engineering team has been pulling packages off npm without a license review. Some are MIT, some are GPL, some are unlicensed. We run an automated audit, flag the copyleft exposures, and either get you compliant or get the dependency swapped.

Why Sterling & Hayes

You get IP counsel that has worked alongside engineering teams, content teams, and creative leads - not just legal teams. We translate the IP framework into operational language your developers, marketers, and designers actually use. And we coordinate IP work with our trademarks, contracts, and M&A practices so there are no handoff gaps.

Frequently Asked

Intellectual property, answered.

Do I have to register my IP for it to be protected?

Some yes, some no. Copyright exists automatically the moment an original work is fixed in a tangible form, but registration with the U.S. Copyright Office is required before you can sue for infringement and unlocks statutory damages and attorney fees. Trademarks have common law rights from use but federal registration with the USPTO is dramatically stronger and gives you nationwide priority. Trade secrets are never registered - they are protected by what you do operationally to keep them secret.

Do my employees automatically assign their IP to the company?

Not in Texas, not automatically, and especially not for contractors. The federal work-for-hire doctrine covers narrow categories of work by W-2 employees within the scope of their employment, but it does not cover contractors at all and only partially covers most software, inventions, and creative output. You need an express written IP assignment in every employee and contractor agreement to be safe - and you should have a confirmatory assignment for anyone hired before that practice was in place.

Who owns AI-generated content?

As of current U.S. Copyright Office guidance, purely AI-generated output is not copyrightable - copyright requires human authorship. Works with significant human creative input layered on top of AI generation can be protected as to the human-authored portions. This area is moving quickly, with active litigation and rapidly evolving Office guidance, so we audit clients' use of generative AI to identify what they actually own, what is in the public domain, and what carries third-party IP risk.

How is software IP actually protected?

Software is protected by a layered stack. Source code is copyrightable from creation. Functional aspects can sometimes be patented, though software patents have narrowed significantly after the Alice decision. The methods, algorithms, and customer data you use to build and operate the software are typically trade secrets if you treat them that way operationally. Brand names and logos are trademarks. Most software companies need a coordinated approach across all four to capture the full value.

What does open source licensing actually require?

It depends entirely on the license. Permissive licenses like MIT, BSD, and Apache 2.0 require attribution but otherwise let you do almost anything, including incorporating the code into closed-source commercial products. Copyleft licenses like GPL and AGPL can require you to release your own derivative source code if you distribute the software - and AGPL extends that obligation even to network-accessed SaaS software. We audit your dependencies to make sure you are not unknowingly triggering a release obligation that would compromise your competitive position.

How does IP show up in M&A diligence?

IP is one of the top three things buyers and their lawyers dig into. They will ask for a complete schedule of registered and unregistered IP, every IP assignment from every employee and contractor in the company's history, all inbound and outbound licenses, an open-source dependency report, and reps and warranties about non-infringement and ownership. Gaps almost always become escrow or holdback items, which is why we do IP audits well before a transaction begins.

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