𝗕𝗮𝗰𝗸 𝘁𝗼 𝘁𝗵𝗲 𝗕𝗮𝘀𝗶𝗰𝘀 | 𝗣𝗼𝘀𝘁 #5

FIO Legal Solutions
3 days ago
2 min read

Author: Luiza Rey

Your IP clause might be enforceable, but still useless.

Because legal ownership ≠ operational control.

I’ve seen startups win the rights in court… and still lose the real battle:

1. The codebase wasn’t documented.

2. The design files were never delivered.

3. The brand name was already copied and exploited, creating so much confusion that no amount of damages could fix it.

Winning on paper isn’t the same as keeping your business alive.

A real example

A Lisbon-based healthtech startup outsourced its app development to a foreign agency. The contract clearly stated that all IP belonged to the startup, perfectly drafted, watertight on paper. Two years later, they ended the partnership.

When they asked for the source code and design files, the agency stalled. Weeks turned into months. The product couldn’t be updated, bugs piled up, and a competitor launched a near-identical version using the same freelance team. Legally, the startup owned everything. Operationally, they owned nothing they could actually use.

Solution 1:

Protect against vendor lock-in Add an Operational Handover Clause to your contracts: Delivery must include source files, credentials, and editable assets.

It’s triggered on termination or breach, not just at project completion. Tie final payments to usable delivery, not just a signed document.

So if the relationship ends, you can keep operating without begging for access to your own product.

Solution 2:

Protect against public misuse of your brand Even the strongest IP clause won’t help if someone unrelated uses your name or logo first. But these will: