AI Playbook for Intellectual Property Due Diligence

A strategic acquirer is buying a software company for $220M. The target's primary product is built on a combination of proprietary code, open-source libraries, and licensed third-party components. A preliminary IP audit flagged 3 open-source libraries used under licenses (GPL, AGPL) that may have viral copyleft implications.

When to use this playbook

• Use this playbook when the decision looks like the situation above: A strategic acquirer is buying a software company for $220M.
• It is a fit when you have source files in hand and need a structured, reviewable analysis — not a generic chat answer about "Intellectual Property Due Diligence".
• Do not use it as a substitute for licensed, legal, clinical, or authorized official judgment in the domain.

What you'll need

• Software bill of materials (all open-source components, licenses, and versions)
• Proprietary source code ownership declarations
• Third-party license agreements
• GPL/AGPL analysis for the 3 flagged libraries
• Employee and contractor IP assignment agreements

Attachments: Documents (Documents)

You are an IP counsel conducting software IP due diligence for a $220M acquisition. I am attaching:

Work only from the attached source files. If a conclusion is not supported, say so.

Produce:
1. Assess the 3 flagged GPL/AGPL libraries: are they used in a way that triggers copyleft requirements (linked, embedded, or modified), and what is the disclosure or re-licensing obligation?
2. Identify any other open-source components with license conflicts (GPL mixed with commercial, CC-NC in commercial product) beyond the 3 flagged.
3. Assess the IP ownership chain: are there any employees or contractors whose IP assignment agreements are missing, incomplete, or jurisdiction-specific gaps?
4. Estimate the remediation cost if copyleft obligations require code replacement or open-source disclosure.
5. Tell me whether the IP issues are deal-killers, price-reducers, or manageable with representation and warranty insurance.

Call out where independent models are likely to disagree, and list follow-up documents a reviewer should request.

What to expect

• Copyleft trigger analysis for 3 flagged libraries
• Full license conflict inventory
• IP ownership chain gap analysis
• Remediation cost estimate
• Deal impact classification (kill/reduce/manage) with R&W insurance assessment

Review before you act

• Validate this output against source files before relying on it: Assess the 3 flagged GPL/AGPL libraries: are they used in a way that triggers copyleft requirements (linked, embedded, or modified), and what is the disclosure or re-licensing obligation?.
• Validate this output against source files before relying on it: Identify any other open-source components with license conflicts (GPL mixed with commercial, CC-NC in commercial product) beyond the 3 flagged.
• Validate this output against source files before relying on it: Assess the IP ownership chain: are there any employees or contractors whose IP assignment agreements are missing, incomplete, or jurisdiction-specific gaps?.
• Validate this output against source files before relying on it: Estimate the remediation cost if copyleft obligations require code replacement or open-source disclosure.
• Confirm every cited figure, date, counterparty, or requirement against the attached originals — models compress and can drop a qualifier.
• Treat disagreement between models as a review item, especially on classification, materiality, and recommended next action.
• Do not authorize an operational, clinical, legal, credit, or enforcement action solely because the models agree.