License

Intellectual Property
Reserve License

Stay open source. Keep your IP intact.

The short version: The IPRL lets you publish open-source code while explicitly reserving ownership of the intellectual property for future use as founder's capital — should a company ever be formed around the project. The code stays free; your IP doesn't evaporate into the commons.

The problem it solves

Founders at the pre-company stage face an uncomfortable dilemma. Open source is the right default — it builds trust, attracts contributors, and lets the community verify what you're building. But standard open-source licenses (MIT, Apache 2.0, GPL) are designed for projects, not startups. They say nothing about IP ownership and implicitly treat it as irrelevant.

When investors, co-founders, or lawyers enter the picture, the question of who owns the intellectual property in that early open-source code becomes very real — and often messy. The IPRL addresses this before it becomes a problem.

What the IPRL does

The license does two things simultaneously:

✓
Grants open-source freedoms

Anyone can use, study, modify, and redistribute the software. This part is equivalent to a permissive open-source license. No usage restrictions.

🔑
Reserves IP ownership explicitly

The license explicitly states that intellectual property rights — patents, trademarks, trade secrets, and the rights to commercialise the work — are reserved by the named author(s). Using the software does not transfer or license these rights.

When this matters

The typical scenario: a solo founder or small team builds something in the open, builds a community around it, then reaches the point of incorporating a company. Without IP documentation, the company formation process can get complicated — who contributed what, does the open-source license affect the company's ability to monetise, do contributors have implicit claims?

The IPRL makes the IP situation unambiguous from day one. Contributors know what they're working with. Potential co-founders and investors have a clean paper trail. The founder's contribution has a recorded value.

What it doesn't do

The IPRL is not a business-source license or a "source available" restriction. It doesn't limit how anyone uses the software. It doesn't require payment or attribution beyond standard attribution. It doesn't prevent forks.

It also isn't a substitute for proper legal advice when you're actually forming a company. Think of it as a documented starting position — not a complete legal structure.

Using the IPRL

The license text is freely available. To apply it to your project, include it as LICENSE in your repository, filling in the author name(s) and date. Add the standard header comment to your source files.

The Scratcher Project uses the IPRL for all its projects during the pre-incorporation phase.

License text coming soon. The full IPRL text is being finalised. Follow progress and contribute at github.com/l2xl/IPRL, or get in touch at hello@thescratcherproject.com.