IP & Licensing

A scaling technology startup engaged Auscorporate after a major US sports customer sought stronger control over the intellectual property underpinning a new MVP the company was building for them. While the work was being delivered under a heads of agreement, the customer began raising concerns about post-project access, licensing boundaries, and whether the company should be required to place its software into escrow. These requests created commercial and legal risks, particularly regarding the ownership of background platform IP and the customer’s future rights once the agreement term expired.

As the project progressed, the customer sought broader rights that, if granted, could have limited the company’s ability to commercialise its platform for other clients. The risk was not theoretical: portions of the MVP were tightly connected to the company’s core technology. If escrow was agreed too broadly, or if licensing terms were drafted without precision, the customer could have gained effective control of technology that formed the foundation of the company’s broader commercial strategy. The company needed to protect its position without damaging the client relationship, especially given the opportunity for future work and exposure to international markets.

Auscorporate undertook a detailed review of the agreement and mapped the interaction between background IP, customer-provided specifications, and MVP-specific developments. Through this, we identified areas where definitions and rights allocation created ambiguity, and where broad undertakings could inadvertently weaken the company’s commercial position. We then developed a clear negotiation strategy that preserved ownership of the core platform while allowing the customer the certainty it legitimately required. This included shaping an escrow approach that was limited to the MVP assets only, narrowing the events in which release could occur, and ensuring the platform itself remained outside the scope of any escrow arrangement.

Alongside this, Auscorporate reframed the commercial conversation to bring forward discussions about post-term use, licensing options, and the costs associated with maintaining multiple configurations. By translating the commercial consequences into clear, customer-facing logic, the company strengthened its negotiating position without escalating the matter to legal dispute.

A UX technology company engaged Auscorporate to assist with the commercial design of an IP licensing arrangement needed to support a major restructure of its operating model. The company had developed a proprietary software tool that was central to its service delivery but was transitioning towards a new strategic direction. To support this transition, a long-standing contractor required a licence to continue using the software, while ownership of the underlying IP needed to be preserved for future commercialisation.

The challenge was to create a licensing structure that enabled continued operational use by the contractor without compromising the company’s long-term IP position, valuation potential or commercial leverage. The company needed a commercial solution that avoided unnecessary legal escalation, maintained clear ownership boundaries and ensured the licence could operate cleanly through future organisational changes, including potential investment or acquisition events.

Auscorporate reviewed the underlying IP, assessed the commercial context for both parties and clarified the relationship between background IP, improvements, future development paths and territorial rights. We then shaped the commercial logic that would underpin the licence, including a perpetual, non-exclusive framework that enabled the contractor to continue delivering services while ensuring ownership of the software remained solely with the company. Importantly, we identified areas where unconstrained rights, such as sub-licensing, improvements or territory variations, could create material commercial risk if not tightly managed. We designed a structure that balanced operational certainty for the contractor with long-term optionality for the company.

Working alongside legal advisors, we translated the commercial intent into a clear, executable licensing model. This included guiding decisions on improvement ownership, post-termination obligations, indemnities, limitation of liability and mechanisms to prevent the software from being transferred, sub-licensed or encumbered. Our role ensured the legal drafting aligned with commercial objectives and protected the company's IP strategy while maintaining a collaborative relationship between the parties.

The final outcome was a well-balanced IP licence that allowed the contractor to continue using the software seamlessly, while the company retained complete control of its IP, strategic direction and future commercial pathways.

An Australian SaaS company engaged Auscorporate after recognising that its existing approach to IP protection, licensing, and customer onboarding lacked the structure required to scale into European markets. The company had developed a proprietary cloud-hosted platform that embedded complex configuration logic for enterprise clients. This exposure became more pronounced as the business tried to negotiate licenses with sophisticated European counterparties, where IP clarity, liability allocation, and data governance were essential for securing deals.

Auscorporate was engaged to conduct a comprehensive review of the platform’s licensing model, intellectual property position and contractual risk profile. Our assessment identified several common issues in scaling SaaS businesses, including ambiguities between background and foreground IP, inconsistent customer data obligations, and an absence of defined end-user usage rights. These gaps not only created commercial risks but also actively slowed enterprise procurement cycles.

We worked closely with the founders, technical leads and legal counsel to redesign the IP and licensing architecture to match the sophistication of the underlying technology. This included introducing a structured framework to protect the company’s core platform while clearly separating client-owned content, defining acceptable use boundaries and strengthening controls around security standards and third-party integrations. The new platform licence was paired with a master services agreement that provided clarity on warranties, termination rights, confidentiality, dispute resolution and the limits of liability common in SaaS contracting.

The result was a unified and scalable contractual framework that protected the company’s IP, enhanced commercial defensibility, and supported the onboarding of larger, more sophisticated customers. The revised framework also accelerated procurement timelines by reducing negotiation complexity and giving counterparties confidence in the platform’s governance and risk controls. With a strengthened IP and licensing foundation, the company is now positioned to expand into new markets with confidence.