Build an open-source and contractor-IP issues table for a technology deal
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- From the contractor agreements and the licence notices in the file, list each component, the licence name printed on it, who the contract says owns the work, and whether a signed writing calls the work a work made for hire. Do not conclude that title has passed.
- What the lawyer must review
- 17 U.S.C. § 201(a) vests copyright initially in the author. Section 201(b) treats the employer, or the person for whom a work made for hire was prepared, as the author unless a signed writing says otherwise. Section 101 requires, for a commissioned work, both a listed category and a written instrument signed by the parties. The commissioned categories that were read are a contribution to a collective work, part of a motion picture or other audiovisual work, a translation, a supplementary work, a compilation, an instructional text, a test, answer material for a test, or an atlas. A contractor’s ordinary software often falls outside that list, so a “work made for hire” label does not by itself move copyright. Formal Opinion 512: the lawyer checks the table before it is used in negotiation.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Consider narrowly defined preparation support after confirming the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Review operative clauses in the complete document, including definitions, cross-references, schedules and inconsistencies with the instructions.
- Use an appropriately qualified person to verify translation and meaning, and confirm any certification required for the intended use.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.
Forms and precedents for this task
| Form or precedent | Kind | AI use | Summary |
|---|---|---|---|
| Open source licence compliance review checklist (technology transactions and product releases) | Checklist | AI use Yellow | A checklist for reviewing open source use in a codebase for a sale, investment, licence-out or product release: inventory, licence classification, distribution and network-use triggers, notice and source obligations, licence conflicts, AI-generated code and remediation. |
Signed-in accounts can read the full text of each one. All precedents.