Apicus · chapter no. 02

Own what you build. IP law runs on clocks and some of them are already ticking.

Four kinds of protection cover everything a startup makes and each follows different rules, different costs, and different deadlines. Two truths up front: your code is already copyrighted the moment you write it and a public demo starts a one-year clock on US patent rights while instantly killing rights in Europe, China, and other absolute-novelty systems.

The four types Patent or trade secret?

0 kinds of IP protection in the US

0 US grace period after public disclosure

0 foreign grace period: file before you demo

0 utility patent term from filing

No. 01 · The map

The four types of protection

Everything a startup produces falls under one or more of these. Costs are current filing-fee ranges plus typical attorney work; startups usually qualify for the USPTO's small or micro entity discounts.

Type	What it protects	How you get it	How long it lasts	Typical cost
Utility patent	Inventions: how something works	Apply at the USPTO; examination takes 2–3+ years	20 years from filing, kept alive by maintenance fees at years 3.5, 7.5, and 11.5	$8k – $20k+ with counsel; provisional filing fee itself is under $150 for small entities
Design patent	Ornamental appearance of a product	Apply at the USPTO	15 years from grant	$2k – $5k with counsel
Trademark	Names, logos, brands: source identity	Use in commerce creates common-law rights; register at the USPTO for real teeth	Indefinite, renewed while in use	~$350 per class filing, plus search and counsel
Copyright	Original expression: code, content, design assets	automatic on creation Register with the Copyright Office to sue and unlock statutory damages	Life + 70 years (95 from publication for corporate works)	$45 – $65 to register
Trade secret	Anything valuable because it's secret: algorithms, processes, lists	no registration Protection exists only while you take reasonable measures to keep it secret	Indefinite, until it leaks	The cost of your access controls and NDAs

Official sources and filing portals: uspto.gov for patents and trademarks, copyright.gov for registration. The USPTO also runs a patent pro bono program and law-school clinics for founders who can't yet afford counsel.

No. 02 · Names & logos

Do you need to register the name and the logo?

The honest answer: usually not yet and often never. Registration is real protection, but most startups burn the money long before the brand is an asset worth protecting. What you get automatically, what registration adds, and the signals that it's finally time.

Why most startups can wait

You already have rights. Using the name in commerce creates enforceable common-law trademark rights in your market with no filing at all.
Pre-PMF names rarely survive. Companies rename after the pivot constantly; registration money spent on the old name is simply gone.
A certificate without an enforcement budget is decoration. If you couldn't fund a dispute anyway, the registration mostly signals intent.
The logo is already covered. Copyright attaches to the artwork automatically. The real logo risk is ownership: if a contractor drew it, get the assignment.

Signs it's finally time to file

Revenue and recognition attach to the name. Customers search it, refer it, or it shows up in press. The brand has become an asset.
You're about to spend on marketing. Registration protects the spend; file before the campaign, not after.
The space is getting crowded. A lookalike name has appeared, or well-funded competitors are circling your category.
Diligence asks about the mark. Investors and partner agreements sometimes force the question; answering it costs about $350.

What federal registration actually buys

Nationwide priority instead of just your geography, the ® symbol, legal presumptions that make disputes far cheaper to win, and a block against confusingly similar later filings. Real benefits, for a brand that has become worth them.

Incorporation is not a trademark

Registering the entity name with Delaware or your state stops nobody from branding over you. Only use in commerce and USPTO registration protect the brand. The two systems don't talk to each other.

The sequence when it is time

Knockout search first (free, five minutes, non-negotiable even if you never file). Then the wordmark before the logo mark: words carry the brand and logos get redesigned. Then one class you actually sell in (trademarks register per class of goods and services), not six you might someday. Budget ~$350 per class before counsel. Pre-launch with no sales yet? An intent-to-use application reserves nationwide priority for the same fee plus a later statement of use.

No. 03 · Chain of title

Who actually owns the code

The most common startup IP disaster isn't infringement; it's discovering during diligence that the company never owned its own product. Ownership doesn't follow payment or intention. It follows paper.

Getting the chain right

Founders assign pre-incorporation IP to the company at formation. The prototype you built before the C-corp existed belongs to you personally until a signed assignment says otherwise.
Every employee signs a PIIA (proprietary information and invention assignment agreement) on day one. Employee inventions within scope generally flow to the company, but the agreement is what removes the argument.
Every contractor signs an IP assignment. The work-for-hire doctrine mostly does not cover contractor software: by default, the freelancer owns the code you paid for.
Track open-source licenses. Permissive licenses (MIT, Apache) are fine; copyleft in shipped code (the GPL family, which can require open-sourcing your own code; the AGPL triggers even for server-side use) gets flagged in every serious diligence. Know what's in the build.

The prior-employer trap

Your day job may own your side project. Invention assignment clauses in employment agreements can reach moonlighting work, especially if it's related to the employer's business.
Never use employer equipment or time. Building the startup on the company laptop is how employers win those disputes.
Read your old agreements before incorporating. Some states limit how far employer clauses reach (California's Labor Code §2870 protects genuinely unrelated side work), but the safe path is a clean break and your own hardware.
Don't import your old employer's material. Code, docs, or customer lists from a previous job are trade-secret litigation waiting for your first press coverage.

No. 04 · The strategic call

Patent or trade secret?

A patent is a public disclosure in exchange for a 20-year monopoly. A trade secret is silence that lasts as long as the silence does. You can't have both for the same invention and the right answer depends on what ships.

Check what's true of your core technology

Competitors could reverse-engineer it from the shipped product We need an asset investors and acquirers can see and value (deep tech, biotech, hardware) The important part runs server-side or internally, where nobody outside can inspect it The technology will likely be obsolete within a few years

The provisional application

A cheap placeholder filed at the USPTO that locks your priority date and lets you say "patent pending" for 12 months while you decide whether the full application is worth it. File it before any demo, launch, or pitch deck that explains the how.

Software patent reality

Since the Supreme Court's Alice decision, abstract software ideas are hard to patent; specific technical implementations still can be. Most software startups win on execution and data, not patents. Spend accordingly.

Keeping foreign rights alive

A PCT application (Patent Cooperation Treaty) filed within 12 months of your US priority date preserves rights in 150+ countries while you decide, with national filings due around month 30. It's how startups defer the expensive international question without losing it.

Nobody will sign your NDA

Investors don't sign NDAs to hear pitches and ideas aren't protectable anyway; execution is. Pitch the what freely, keep the exact how in the deck's appendix you never send, and save the NDA for corporates and vendors.

No. 05 · The clocks

Deadlines that kill rights

US IP law is first-to-file and full of one-way doors. These are the clocks founders discover too late.

Public disclosure: 12 months, or zero

A demo day, a launch, a conference talk, a detailed blog post: each starts the one-year US clock to file a patent application. Europe, China, and many other systems have no grace period at all; the moment you disclose publicly, those rights are gone (Canada, Japan, Korea, and Australia allow limited grace periods; don't rely on them). File the provisional first.

First-to-file, not first-to-invent

Since 2013, the US grants patents to whoever files first, not whoever invented first. Your lab notebook won't win you priority at the patent office. If it matters, file.

Selling starts the clock too

The one-year US clock also starts at the first sale or offer for sale, even a confidential one (the Supreme Court's Helsinn decision). A quiet pilot contract before filing counts. If revenue is near, file the provisional first.

The provisional's own 12 months

A provisional application expires in exactly one year. Miss the non-provisional deadline and your priority date evaporates, along with anything disclosed since. Calendar it the day you file.

Trademark: search now, file later

The clock that matters here isn't a filing deadline; it's the cost of finding a conflict late. Search the USPTO trademark database before you commit to a name (free, five minutes). Registration itself can wait until the brand is a real asset: see the names and logos section above. A forced rebrand after traction is the expensive version of skipping a free search.

Copyright: register before you need to sue

Protection is automatic, but you must register before filing an infringement suit and timely registration (within 3 months of publication, or before the infringement begins) unlocks statutory damages ($750 to $150,000 per work, no proof of actual harm required) and attorney's fees. $65 now beats proving damages later.

Trade secrets die on contact

One truly public disclosure ends the secret permanently. A missing PIIA doesn't destroy it by itself, but it turns an easy misappropriation case into a hard one. Reasonable measures are the entire legal test under the federal DTSA and state acts; include the DTSA whistleblower notice in your NDAs and PIIAs or forfeit enhanced damages.

No. 06 · The funding tie-in

What investors actually check

IP diligence is quiet until it isn't. These are the questions every serious term sheet's diligence list asks and each maps to something on this page you can fix now for almost nothing.

01
Is the chain of title complete?
Founder assignments, PIIAs from every employee past and present, and contractor assignments for every line of outside code. One missing signature from a departed co-founder can hold a round hostage.
02
Is anyone going to sue you?
Freedom to operate: does your product step on someone else's patents? And separately, did any founder carry material from a prior employer? Investors fear inherited lawsuits more than missing patents.
03
What's actually in the codebase?
An open-source license inventory. Copyleft in the shipped product triggers remediation work at exactly the wrong moment; know your dependencies before they do.
04
Does the moat match the pitch?
If the deck says "proprietary technology," diligence asks what form: patents filed, trade secrets with real access controls, or nothing but adjectives. Deep tech valuations lean on the filings; software valuations lean on execution. Be the right one.
05
Is the brand yours?
A trademark search and filing for the company name and product. Discovering a conflict during diligence reads as sloppiness; discovering it after the Series A press release costs real money.

No. 07 · How it goes wrong

The IP pitfalls

01
Demoing before filing.
The launch video that made the round possible also started the US patent clock and ended foreign rights. A provisional filed the week before costs a few hundred dollars.
02
Paying a contractor and assuming ownership.
Payment buys you a license to nothing in particular. Without a signed assignment, the contractor owns the code and their leverage grows with your valuation.
03
Naming the company without searching.
Five minutes in the USPTO database before you commit, or a cease-and-desist after you've built the brand. This trade has no upside on the skip side.
04
Patenting for vanity.
A junk patent drafted from a template impresses no examiner, no investor, and no court. If the invention doesn't justify real counsel, it usually justifies trade secrecy instead.
05
Treating IP as a launch-week problem.
Assignments are cheapest at formation, provisionals are cheapest before disclosure, trademarks are cheapest before traction. Every one of these gets more expensive with success, which is exactly when you'll finally think about them.

Next chapter · No. 03

Compliance: when, not just what

SOC 2, ISO 27001, and the timing call between certification, product, and sales.

Previous chapter · No. 01

The 10 paths to capital

All ten funding sources, with documents, pitfalls, and contacts for each.