License

Intellectual Property
Reserve License

Publish open-source code. Retain your intellectual property.

The short version: The IPRL lets you release open-source software while explicitly reserving ownership of the underlying intellectual property — keeping it available as founder's capital if a company is ever formed around the project. The code stays free; your IP does not dissolve into the commons.

The problem it solves

Founders at the pre-incorporation stage face a genuine dilemma. Open source is the right default — it builds trust, attracts contributors, and lets the community verify what you are building. But standard open-source licenses (MIT, Apache 2.0, GPL) were designed for established projects, not early-stage 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 important and often complicated. 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 states that intellectual property rights — patents, trademarks, trade secrets, and the rights to commercialise the work — are reserved by the named author or authors. Using or redistributing the software does not transfer or implicitly 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 documented IP ownership, the formation process can get complicated — who contributed what, does the open-source license affect the company's ability to commercialise, do contributors have implicit claims?

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

What it does not do

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

It is also not a substitute for legal advice at the point of actual company formation. 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 a project, include it as LICENSE in the repository, with the author name or names and date filled in. Add the standard header comment to 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 l2xl@protonmail.com.