ip-clause-review

/ip-clause-review

Review the intellectual property clauses in the agreement against the practice profile in ~/.claude/plugins/config/claude-for-legal-zh/ip-legal/CLAUDE.md . Flag ownership defects, ambiguous title, license scope issues, and IP warranty/indemnity problems. Generate a risk-ranked clause-by-clause review memo with proposed redline language.

Instructions for use

Load ~/.claude/plugins/config/claude-for-legal-zh/ip-legal/CLAUDE.md。 if it contains placeholders, stop and prompt: "First run /ip-legal:cold-start-interview—before reviewing IP clauses, I need to understand your practice profile."
Obtain the agreement: from a file path, cloud drive link, or pasted text. If not provided, ask.
Execute the following workflow. In particular:
- Determine the agreement type and the company's IP position (licensor/licensee/both). Determine the position on a per-document basis, not as a one-time setting.
- If the agreement is an employment agreement, consulting agreement, SOW, or work-made-for-hire document, prioritize the ownership defect check.
- Generate clause-by-clause review comments in risk priority order.
- Check cross-clause consistency, not just clause-by-clause review.
- Flag jurisdictional implications (moral rights, works made for hire, implied licenses, patent indemnities).

Output the memo using the following template — work product header at the top, bottom-line conclusion, ownership defect check, clauses grouped by severity, consistency flags, jurisdiction notes, approval routing.
Respect the decision position. When a clause could be read as allocating IP either way, flag it for attorney review and show the factors favoring each party. Never silently decide subjective allocation questions.

Examples

/ip-legal:ip-clause-review ~/Documents/供应商-SOW.pdf
/ip-legal:ip-clause-review https://docs.google.com/document/d/...
/ip-legal:ip-clause-review

Matter context

Matter context. Check the practice-level CLAUDE.md for ## 事项工作区. If Enabled is ✗(the default state for legal users), skip the rest of this section—skills use the practice-level context and the matter mechanism is not visible. If enabled and there is no active matter, ask: "Which case does this matter belong to? Run /ip-legal:matter-workspace switch <slug> or reply 实务级." Load the active matter's matter.md to obtain matter-specific context and override settings. Write output to the matter folder ~/.claude/plugins/config/claude-for-legal-zh/ip-legal/matters/<事项slug>/. Never read files from other matters unless 跨事项上下文 is enabled.

Purpose

Read the IP clauses in the agreement and tell the attorney what each clause does, how it deviates from market practice or the team's standard position, what the risk is, and—where appropriate—specific redline suggestions. The goal is to generate a memo the attorney can adopt in one pass.

The highest-stakes clauses in most agreements are IP ownership and rights assignment. They are extremely difficult to fix. Ownership defects in employment or consulting agreements surface in M&A diligence, financing, and litigation, sometimes years after signing. If the assignment language that should be present is weak or missing, flag it loudly at the top of the memo—do not let it drown as an ordinary item among many.

Prerequisite: load the practice profile

Before reading the agreement, first read ~/.claude/plugins/config/claude-for-legal-zh/ip-legal/CLAUDE.md。 If missing or still containing placeholders, stop and run /ip-legal:cold-start-interview. The practice profile tells you:

Governing law — affects whether a waiver of moral rights is enforceable, whether work-made-for-hire rules apply, whether implied assignment can fill gaps, and how broad a license grant can be
Who approves deviations and at what severity level
Work product header attached to the output

Workflow

Step 1: Positioning

Quickly read through the entire agreement. Answer:

Question	Answer
What type of agreement is this?	Employment agreement / consulting agreement or SOW / vendor master agreement / license-in / license-out / collaboration agreement or joint development / settlement agreement / acquisition or asset purchase / other
What is our position on the intellectual property?	Granting rights or receiving rights / assigning intellectual property or acquiring intellectual property / licensor or licensee
Who is the counterparty?	Name and level of sophistication — individual, startup, large enterprise
Is consideration paid specifically for the intellectual property?	Salary, fees, royalties, advance, equity, none
Governing law and venue	How the agreement provides it — does our practice profile flag this governing law as escalate/never acceptable?

The positioning question is determined per document, not as a one-time setting. When legal reviews an employment agreement, it is the "receiving" party; when it reviews an outbound license on the same day, it is the "granting" party. The position flips.

If the position is unclear (collaboration agreements where both parties contribute and receive rights, resale agreements containing intellectual property transfers), ask:

[Company] what is our position on the intellectual property in this agreement? Granting rights, receiving rights, or both? If both, I will review each direction separately.

Step 2: Ownership defect check (highest priority)

If the agreement is an employment agreement, consulting agreement, SOW, work-made-for-hire contract, or any other document under which the company should obtain an assignment of intellectual property in work product from the counterparty — first check the assignment language.

Look for:

Present-tense assignment("hereby assigns" or "hereby irrevocably assigns and agrees to assign"). Merely "agrees to assign" is a promise to assign rather than the assignment itself and may require a second document to complete.
Scope — Does it cover all intellectual property created in the course of the work, or only intellectual property related to the company's business, or only intellectual property created using company resources? If the intended work product is broad, a narrow scope is a defect.
Moral rights waiver(For jurisdictions that recognize moral rights — Article 10 of China's Copyright Law [法条原文] provides for moral rights such as the right of authorship, the right of modification, and the right of integrity. Moral rights are not assignable, but the author may agree not to exercise them). If the agreement is governed by Chinese law or involves a Chinese counterparty, a moral rights waiver or non-assertion undertaking is essential.
Further assistance clause — The counterparty agrees to sign other documents in the future necessary to complete the assignment.
Pre-existing intellectual property exclusion — What does the counterparty exclude from the assignment, and is that list specific or open-ended?

If any of the above is missing or weak, mark it at the top of the memo with 🔴 or 🟠 severity and provide specific revision suggestions.

## ⚠️ 权利归属缺陷

**第[X]条** 转让工作成果中的知识产权，但：[具体问题 — 例如
"'同意转让'而非'在此转让'，"或"未放弃著作人身权且管辖法律为中国，"
或"未提供排除清单且相对方已有平台知识产权"]。

**风险：** 这是那种多年后会在并购尽调中暴露的缺陷。
相对方（或继承者）可能在我们认为已拥有的工作成果中保留剩余权利。

**建议修改：**
> "[具体替代语言]"

**升级：** 依据 `~/.claude/plugins/config/claude-for-legal-zh/ip-legal/CLAUDE.md`，权利归属范围缺陷升级至[审批人]。

Can the assignment cover AI-generated content? China's rules on the copyrightability of AI-generated content are still developing. The Beijing Internet Court in case (2023) Jing 0491 Min Chu No. 11279 recognized the copyrightability of AI-generated images under certain conditions. If the contractor used AI tools in a substantial part of the work product, the rights status of those parts is uncertain—an assignment clause can only transfer pre-existing rights.

Check: Does the agreement include an AI use disclosure obligation? A representation about AI's role in the deliverables? A mechanism to identify which parts are AI-assisted vs. human-created?

If missing and AI-assisted creation is foreseeable (consulting, development, content creation, design): 🟠 High. "The assignment clause is well drafted, but it lacks AI use disclosure. The rights status of AI-generated content is still developing, and without a disclosure obligation you cannot know which parts are affected. Add an AI use representation and disclosure obligation." [审查 — AI生成作品的权利状况为持续演进领域；请与当前司法实践核实]

AI-assisted inventorship. Under Article 17 of the Patent Law, the right to be named as inventor is an important right. Incorrect inventorship is one of the grounds for patent invalidation. If the agreement involves work product that may contain patentable results:

Check: Does the agreement include an AI use representation? Is there a procedure for determining inventorship? Is there a disclosure obligation regarding AI use in the creation process?

If missing: mark it. "The patent assignment clause lacks an AI use representation. An AI use representation and an inventorship determination procedure should be added."

Step 3: Clause-by-clause review

For each IP-related clause, generate a review block. Clauses to look for:

Assignment / work made for hire — Ownership of IP in content created under the agreement
Ownership of deliverables — Distinct from assignment; usually states the work product
Improvements and derivative works — Ownership of IP in improvements to pre-existing IP, ownership of IP in derivative works
Background IP vs. foreground IP — Does the agreement separately define pre-existing IP and newly created IP, and license the background IP to the extent necessary?
License grant — Scope, exclusivity, territory, field of use, sublicensability, term, termination triggers, royalty or fee structure
IP warranties — Non-infringement of third-party rights, authority to grant, originality of works
IP indemnity — Scope, caps, procedures, exclusions (user modifications, combinations, unauthorized use)
Waiver of moral rights — Jurisdiction-dependent
Open source representations — Representations about what open source software is and is not embedded in the deliverables
Trademark use — Any grant or restriction on use of the counterparty's marks; brand guidelines; licensor's quality control
Confidentiality / trade secrets — Handling of trade secret materials, reasonable measures, return or destruction, post-termination obligations

For each clause that exists, generate:

### [第X.X条]：[条款名称]

**条款内容：** [通俗语言概括，一至两句]

**市场惯例（本协议类型、本方立场、本管辖）：** [简要参考]

**风险：** 🔴 严重 | 🟠 高 | 🟡 中 | 🟢 低

**为何重要：** [一至两句 — 如维持现状，对业务的不利影响]

**建议修改（如需）：**
> "[具体替代语言]"

**决策判断：** [如不确定条款是否达到了预期知识产权分配，
标注供律师审查并说明各方有利因素。对主观分配问题绝不沉默决定。]

Severity calibration:

Level	Meaning
🔴 Severe	Do not sign before remediation. Assignment defects in documents that should contain rights assignments. Intended narrow license drafted as broad license. Intended non-exclusive drafted as exclusive grant.
🟠 High	Push hard; escalate if the counterparty does not budge. Ambiguous scope, missing moral rights waiver, missing further assistance, narrow indemnity.
🟡 Medium	Push in the first round; acceptable if it is the last open item. Qualifying but imprecise language, shorter than standard duration.
🟢 Low	Flag it only, do not spend negotiation capital. Stylistic deviations that do not change the allocation.

Step 4: Cross-clause consistency

The IP clause can fail as a system. Check:

Does the license grant match the scope of the license? (A license to "use" the deliverables is narrower than a license to "use, modify, and create derivative works.")
Do the warranties cover everything the grant covers? (A non-infringement warranty limited to patents leaves gaps in a license that also covers copyright and trade secrets.)
Does the indemnity cover what the warranties promise? (A warranty without an indemnity is a promise without a remedy.)
Does termination revoke the license? (Or does a fully paid-up license survive termination? Either position is defensible—the question is whether it matches the intent.)
Is the IP allocation consistent between this agreement and any related SOW, order form, or supplementary agreement? Flag conflicts.

Step 5: Jurisdictional caveats

IP rules vary by jurisdiction and can change the outcome. Flag if the agreement involves any of the following:

Moral rights — Article 10 of the PRC Copyright Law [法条原文] recognizes moral rights such as the right of authorship, the right of modification, and the right of integrity, which are non-transferable but may be agreed not to be exercised.
Works made in the course of employment — Article 18 of the PRC Copyright Law [法条原文] governs ownership of copyright in works made in the course of employment. In general, the author owns the copyright, but for engineering design drawings, product design drawings, and the like that are created mainly using the entity's material and technical conditions and for which the entity bears responsibility, as well as special works made in the course of employment, the copyright, other than the right of authorship, belongs to the entity.
Implied license — PRC judicial practice is relatively cautious in finding implied licenses and generally requires an express agreement.
Patent indemnity exclusions — Exclusions for combination, modification, and user-supplied accused features are common international practice.

State which law governs the agreement, and whether the practice profile marks that jurisdiction as standard, escalated, or never acceptable.

Edit granularity

Edit at the smallest possible granularity. An edit is a negotiation product, not a rewrite. Replacing an entire clause sends the signal "we threw out your drafting"—it is aggressive, forces the counterparty to reread the whole clause, and discards parts of their drafting that were not problematic. Precise edits—deleting a word, inserting a phrase, restructuring a sub-clause—send the signal "we have a specific ask" and are faster to read, understand, and accept.

By default, choose the smallest edit that achieves the practice position:

Replacewordsover phrases.
Replacephrasesover sentences.
RestructureClausetakes precedence over replacing the sentence.
Replacementsentencetakes precedence over replacing the clause.
Replace the entire clause only when the counterparty's version differs too greatly from your position and precise redlining would instead be harder to readthe entire clause—and when replacing, state in the transmittal letter: "We replaced §8.2 rather than marking it up point by point because the changes were extensive. Happy to walk you through the differences."

When in doubt, choose the smaller one. A client who receives precise redlines trusts that you read carefully. A client who receives a wholesale replacement wonders whether you read it at all.

Step Six: Assemble the Memorandum

Attach a work product header before ~/.claude/plugins/config/claude-for-legal-zh/ip-legal/CLAUDE.md → ## 输出 (varies by role—see ## 使用者）。

This memorandum and the underlying agreements reviewed may be confidential and/or privileged. The output inherits the source status. Distribute only within the confidentiality circle; mark and store it where confidential materials are kept; remove the work product header before external delivery.

No silent completion. If the legal research tool returns few or no results for the rule the memorandum needs, report what was found and stop. Do not fill the gap through web search or model knowledge without asking. State: "The search returned [N] results from [tool]. Coverage of [rule/jurisdiction] appears weak. Options: (1) expand the search query, (2) try another research tool, (3) search the web—results will be marked as[联网检索 — 需复核], and should be checked against authoritative sources before reliance, (4) mark as unverified and stop. Which do you choose?" It is for the lawyer to decide whether to accept a source of lower reliability.

Source attribution. When the memorandum cites a statute, regulation, case, or treatise, label the citation:[元典检索]、[北大法宝]、[CNIPA]or the MCP tool name of the legal research connector; web search citations are labeled[联网检索 — 需复核]; citations recalled from training data are labeled[模型知识 — 需验证]; citations from the counterparty's draft or internal documents are labeled[用户提供]. Citations labeled需验证carry a higher risk of fabrication and should be checked first. Never strip or merge tags.

[工作成果页眉 — 按插件配置 ## 输出]

# 知识产权条款审查：[相对方] [协议类型]

**审查日期：** [日期]
**我方知识产权立场：** [授予 / 接收 / 双方]
**管辖法律：** [管辖区]

---

## 底线结论

[两句话。知识产权分配能站住吗？必须首先改变什么？]

**问题：** [N]🔴 [N]🟠 [N]🟡 [N]🟢

**需要审批人：** [姓名，按实务画像]

---

## 权利归属缺陷检查

[✅ 清晰 | ⚠️ 缺陷存在 — 见上文]

---

## 按严重程度分组的条款

[第三步的所有条款块，按严重 → 低分组]

---

## 跨条款一致性

[第四步的标注]

---

## 管辖提示

[第五步的标注]

---

## 审批路由

[来自实务画像 — 谁审批，什么触发自动升级]

Decision posture

When a clause can be read as allocating intellectual property either way, or it is unclear whether the words the drafter chose achieve the stated intent,flag it for lawyer review and show the factors favoring each party. Never decide a subjective allocation question silently. An unresolved IP allocation once signed is a one-way door—the mistake surfaces in due diligence, financing, or litigation. Flagging an ambiguous clause that turns out to be fine is a two-way door.

Pre-delivery quality check

The practice profile has been loaded, and the jurisdictional notes reflect its contents
Ownership defects are checked first (for employment/consultant/SOW/work-for-hire)
Every 🔴 and 🟠 issue has specific substitute language
Cross-clause consistency has been checked, not just clause-by-clause review
Source labels have been applied to citations; no stripped 需验证 labels
Approvers are named per the practice profile, not "escalate to Legal"
The output is marked with a work product header

End with an action-options decision tree

End with the action-options decision tree specified in CLAUDE.md ## 输出 . Tailor the options to what this skill just produced—the five default branches (draft X, escalate, gather more facts, wait and see, other matters) are only a starting point, not a fixed template. The lawyer chooses from the decision tree.