IP Due Diligence Before an Indian Acquisition: The Real Checklist

Most Indian acquisitions slow at the IP schedule. Not because the target is hiding anything, but because the IP house was built without a plan and the cracks show under diligence light. This piece is the IP due diligence checklist we use for buyers — eight categories, what to look for, what the deal-killer flags look like, and how to remediate the small ones without renegotiating the cap.

1. Trademark register search

Pull the current trademark portfolio from the IP India register. For each application:

• Is the proprietor the target entity (not a founder personal name, not a related entity)?
• Is the mark registered or pending?
• Are renewals current?
• Is the mark filed in the correct classes for the actual business?
• Are there pending objections or oppositions?
• Is there any cancellation or rectification proceeding?

Red flags: brand owned by a founder personally; trademark filed only in one class while the business operates across multiple channels; multiple unanswered objections; live opposition matters with no resolution timeline.

2. Patent portfolio review

For each patent / patent application:

• Is the assignee the target entity?
• Are the inventors current or former employees? Are the assignments on record at the Patent Office?
• Have the annual renewal fees been paid?
• Are there pending First Examination Reports?
• Are there foreign equivalents through PCT or direct national filings?
• Any FTO concerns flagged in pre-acquisition risk reviews?

Critical: inventor assignments must be recorded with the Indian Patent Office. An inventor who has not assigned can later claim a share — this has happened in multiple Indian biotech and software deals.

3. Copyright and source code

For source-code-driven businesses (SaaS, fintech, gaming, edtech), copyright diligence is often the deal-critical line. The questions:

• Is the source code registered with the Copyright Office?
• Are all current and former engineers covered by IP assignments?
• Have any contractors written code? Are their assignments in place?
• What open-source dependencies are in the stack? What licences?
• Any AGPL or GPL components without proper isolation?
• Have any third-party APIs or SDKs been licensed inappropriately?

The codebase the target wrote is not always the codebase the target owns.

4. Founder and employee IP assignments

This is the single most common gap in Indian acquisitions. Sample:

• Has each founder executed an IP assignment in favour of the target?
• Was the assignment executed at or before the IP creation?
• Do current employment agreements include IP assignment clauses?
• Are clauses present for past employees who left during the build?
• What about freelancers, designers, agency engagements?

The cleanest remediation is a deed of confirmation signed by the founder or former employee acknowledging the prior assignment. IPForte’s contracts team drafts these on quick turnaround during diligence.

5. Trademark licences and franchise agreements

If the target has licensed its trademark — to franchisees, partners, distributors — verify:

• Each licence in writing?
• Section 49 quality-control terms documented?
• Each licensee performing quality control as required?
• Any expired or terminated licences with the trademark still being used?

6. Domains and digital assets

• All operative domains registered in the target’s name (not a founder’s personal email)?
• Renewals current?
• Social media handles (Instagram, X, LinkedIn, YouTube) controlled by the target’s corporate accounts?
• Any pending domain dispute matters?

7. Open-source compliance

Run a SCA (Software Composition Analysis) tool against the codebase. License scanners (FOSSA, Black Duck) catalogue every dependency and flag licence types. AGPL components used in a SaaS distribution can trigger source-disclosure obligations. GPL-3 components require disclosure of derivative works. Most Indian software companies have not run this check before diligence.

8. Ongoing IP disputes

Active litigation, oppositions, cancellation proceedings and cease-and-desist correspondence all matter. Surface them, quantify the exposure, decide whether they belong on the indemnity schedule. IPForte’s litigation team regularly assesses active matters for buy-side counsel during diligence.

The seller-side version

The cheapest preparation for diligence is to run the same checklist against your own company 6-12 months before going to market. IPForte’s IP audit compiles the register and remediation plan in 2-4 weeks, depending on scope. Going to market with a clean IP house shaves weeks off the deal timeline.

The takeaway

IP diligence finds what was not built — missing assignments, wrong-class filings, open-source surprises, founder-owned brand. The fixes are usually documentary, not commercial, but they take time the deal clock does not have. Run the audit early. The deal closes faster when the IP house is in order before the data room opens.