/ip-clause-review

name: ip-clause-review
description: >
  Review the IP clauses in an agreement — assignment, ownership, license
  grants, warranties, indemnities. Use when reviewing IP terms in employment,
  consulting, SOW, vendor, or licensing agreements, when asked to check the
  assignment language or license scope, or when an agreement with IP
  provisions is pasted or attached.
argument-hint: "[file path | Drive link | paste text]"

/ip-clause-review

Reviews the IP clauses in an agreement against the practice profile in `~/.claude/plugins/config/claude-for-legal/ip-legal/CLAUDE.md`. Flags assignment gaps, ownership ambiguity, license-scope issues, and IP warranty/indemnity problems. Produces a memo with per-clause findings, prioritized by risk, with suggested redline language where appropriate.

Instructions

1. **Load `~/.claude/plugins/config/claude-for-legal/ip-legal/CLAUDE.md`.** If placeholders present, stop and prompt: "Run `/ip-legal:cold-start-interview` first — I need to learn your practice profile before I can review IP clauses against it."

2. **Get the agreement:** From file path, Drive link, or pasted text. If none provided, ask.

3. **Follow the workflow below.** In particular:

• Establish the agreement type and which side the company is on for IP (granting / receiving / both). The side question is per-document, not a one-time setup answer.
• Run the assignment gap check first if the agreement is an employment, consulting, SOW, or work-for-hire document.
• Produce per-clause findings prioritized by risk.
• Check cross-clause consistency, not just clause-by-clause.
• Note jurisdiction implications (moral rights, work-for-hire, implied license, patent indemnity).

4. **Output the memo** per the template below — work-product header first, bottom line, assignment gap check, clauses by severity, consistency flags, jurisdiction note, approval routing.

5. **Respect the decision posture.** When a clause could be read to allocate IP either way, flag for attorney review and surface the factors cutting both ways. Never silently decide a subjective allocation question.

Examples

/ip-legal:ip-clause-review ~/Documents/vendor-sow.pdf
/ip-legal:ip-clause-review https://docs.google.com/document/d/...
/ip-legal:ip-clause-review

---

Matter context

**Matter context.** Check `## Matter workspaces` in the practice-level CLAUDE.md. If `Enabled` is `✗` (the default for in-house users), skip the rest of this paragraph — skills use practice-level context and the matter machinery is invisible. If enabled and there is no active matter, ask: "Which matter is this for? Run `/ip-legal:matter-workspace switch <slug>` or say `practice-level`." Load the active matter's `matter.md` for matter-specific context and overrides. Write outputs to the matter folder at `~/.claude/plugins/config/claude-for-legal/ip-legal/matters/<matter-slug>/`. Never read another matter's files unless `Cross-matter context` is `on`.

---

Purpose

Read the IP clauses in an agreement and tell the lawyer what each one does, how it deviates from market or from the team's standard position, what the risk is, and — where appropriate — the specific redline to propose. The goal is a memo the lawyer can act on in one pass.

**The highest-stakes clauses in most agreements are IP ownership and assignment.** They are hard to fix later. A failure to get a clean assignment on an employment or consulting agreement surfaces in M&A diligence, in financing, and in litigation, sometimes years after the agreement was signed. If assignment language is weak or missing in a document that should have it, flag it loudly at the top of the memo — not buried as one line item among many.

Precondition: load the practice profile

**Before reading the agreement, read `~/.claude/plugins/config/claude-for-legal/ip-legal/CLAUDE.md`.** If it is missing or still contains placeholders, stop and run `/ip-legal:cold-start-interview`. The practice profile tells you:

• The jurisdiction footprint — which affects whether moral rights waivers are enforceable, whether work-for-hire applies, whether implied assignment fills a gap, how broad license grants can be
• Who approves deviations and at what severity
• The work-product header to prepend to outputs

Workflow

Step 1: Orient

Read the whole agreement once, fast. Answer:

| Question | Answer | |---|---| | What kind of agreement is this? | Employment / consulting or SOW / vendor MSA / in-license / out-license / collaboration or JDA / settlement / acquisition or asset purchase / other | | Which side are we on for IP? | Granting rights or receiving them / assigning IP or acquiring it / licensor or licensee | | Who is the counterparty? | Name, and sophistication — individual, startup, BigCo | | Is there consideration flowing for the IP specifically? | Salary, fee, royalty, upfront payment, equity, none | | Governing law and venue | What does it say — and does our practice profile flag that jurisdiction as escalate/never? |

The side question is per-document, not a one-time setup answer. An in-house counsel reviewing an employment agreement is on the "receiving" side; reviewing an out-license the same day, on the "granting" side. The posture inverts.

If the side is ambiguous (a collaboration agreement where both parties contribute and both receive rights, a reseller agreement with flow-through IP), ask:

> Which side is [company] on for this agreement's IP? Granting rights, receiving rights, or both? If both, I'll review each direction separately.

Step 2: Assignment gap check (highest priority)

If the agreement is an employment agreement, consulting agreement, SOW, work-for-hire contract, or anything else where the company should be receiving an assignment of the counterparty's IP in work product — check the assignment language first.

Look for:

• **Present-tense assignment** ("hereby assigns" or "hereby irrevocably assigns and agrees to assign"). A bare "agrees to as