diff --git a/AutopilotWorkQueue.md b/AutopilotWorkQueue.md index fd46fc5..6b623d0 100644 --- a/AutopilotWorkQueue.md +++ b/AutopilotWorkQueue.md @@ -72,7 +72,20 @@ notes: "Gap found 2026-08-16 by UPC-WP-0002-T04 residual sweep: the Reactivation Determination itself is NOT green: allocating or transferring IP between Bernd privately and the GmbH is Red-lane (contracts, possibly tax-relevant as verdeckte Einlage / Entnahme — worth a question to the StB once the - OH-2026-001 mandate lands). Prepare, do not decide." + OH-2026-001 mandate lands). Prepare, do not decide. + 2026-08-16 — green-lane evidence pass done: inventory/ip-ownership-inventory.md. + Key inversion: ownership is NOT undetermined — LICENSE §2 (TRSL V1C1) already + names Binky Hedgehog GmbH as Licensor 'holding the rights necessary' on 104 of + 117 repos. The open question is whether that published assertion is documented. + No assignment/Einbringung/service-contract-with-IP-clause found anywhere in the + estate (may exist in 2binky or the 2019 formation papers — founder check, step 1). + Two further gaps found: (a) TRSL hangs on a Phase Manifest and NO manifest + instance exists in any repo, only the spec+schema in target-revenue, so the + licence identifies no Software/target/future-licence; (b) 12 repos have no + LICENSE at all, incl. rapp-user-engine, rapp-tenant-engine, rapp-secrets-engine, + soul-frame; and railiance-bootstrap asserts a third party ('Railiance + Contributors', MIT). Blocked on AWQ-002 for the funding-source column." +state_hub_intake_id: "01a007c6-c11e-7bb6-bffa-62f0a54a3bb5" ``` ```yaml diff --git a/WORK-RECORDS.md b/WORK-RECORDS.md index 0e064ad..bec5443 100644 --- a/WORK-RECORDS.md +++ b/WORK-RECORDS.md @@ -56,6 +56,7 @@ | intake | AWQ-006 | — | green | AutopilotWorkQueue.md | | intake | AWQ-011 | closed | green | AutopilotWorkQueue.md | | intake | AWQ-012 | open | green | AutopilotWorkQueue.md | +| intake | AWQ-013 | open | green | AutopilotWorkQueue.md | | decision | DEC-2026-001 | resolved | red | DecisionQueue.md | | decision | DEC-2026-002 | resolved | yellow | DecisionQueue.md | | decision | DEC-2026-003 | resolved | yellow | DecisionQueue.md | diff --git a/inventory/ip-ownership-inventory.md b/inventory/ip-ownership-inventory.md new file mode 100644 index 0000000..ed2e945 --- /dev/null +++ b/inventory/ip-ownership-inventory.md @@ -0,0 +1,136 @@ +--- +id: BINKY-INV-IP-0001 +type: inventory +repo: binky-control +parent_record: AWQ-013 +origin_ref: UPC-WP-0002-T04 +status: draft — founder verification required +created: "2026-08-16" +as_of: "2026-08-16" +--- + +# IP ownership inventory — GmbH vs Bernd privately + +**What this is:** the green-lane evidence pass for `AWQ-013`. It records what +the repositories *currently assert* about ownership and where that assertion +has no documented basis. + +**What this is not:** a legal determination. Allocating or transferring IP +between Bernd privately and Binky Hedgehog GmbH is Red-lane. Nothing here +decides anything; the columns a machine cannot know are left explicitly empty +for the founder. + +Scope: 117 git repositories on the workstation, scanned 2026-08-16. + +## Headline finding + +The licence text already names the GmbH as owner, across essentially the whole +estate: + +> **"Licensor"** means **Binky Hedgehog GmbH**, the party that publishes the +> Phase Manifest and **holds the rights necessary to grant this License** and +> the Future License for the Milestone Release. +> — `LICENSE` §2, Target Revenue Source License V1C1 + +This reframes AWQ-013. The open question is not "who owns these assets?" — the +repos answer that publicly, on 104 counts. It is **"is that published answer +documented, or is it an assumption?"** An assertion of GmbH ownership is +load-bearing for G5/G6: it is the basis on which the company would sell or +license these products. + +I found **no assignment, transfer, contribution (Einbringung), or work-for-hire +document** anywhere in the estate that moves authored rights from Bernd +privately to the GmbH. Absence in the repos is not proof it doesn't exist — it +may sit in `~/2binky/`, with the notary, or in the original 2019 formation +papers. That is the first thing to check, and it is a founder task. + +## Licence coverage + +| Category | Count | Ownership asserted | +| --- | --- | --- | +| TRSL V1C1 (org licence, adopted 2026-07-29) | 104 | **Binky Hedgehog GmbH** as Licensor | +| MIT, `railiance-bootstrap` | 1 | "Railiance Contributors" — *a third, inconsistent party* | +| No LICENSE file at all | 12 | **Nothing asserted** | +| — total git repos | 117 | | + +Repos with no LICENSE: `doc-store-pg`, `hall-of-helix`, +`prj-state-hub-retirement`, `rapp-secrets-engine`, `rapp-tenant-engine`, +`rapp-user-engine`, `reef-storage`, `repo-manager`, `resource-control`, +`role-community-manager`, `soul-frame`, `telegram-edge`. + +(`go` is an upstream Go source checkout, not a company asset — excluded.) + +## Three gaps, in priority order + +### 1. The GmbH ownership assertion has no documented basis + +104 repos state the GmbH holds the necessary rights. Under German law authored +software rights arise in the natural person and reach a GmbH only by an +explicit route — employment/service contract with a rights clause, a separate +assignment, or contribution on formation. If no such document exists, the +published assertion may not hold, and it is published on every repo. + +This also has a tax dimension worth naming: moving IP into the GmbH after the +fact is not neutral — verdeckte Einlage / Entnahme questions, and a valuation +problem if the assets are material. **This is a good early question for Inga +once the OH-2026-001 mandate lands**, and coupling it to that conversation +costs nothing extra. + +### 2. TRSL is asserted but not operative — no Phase Manifest exists + +The licence hangs entirely on the Phase Manifest: it defines the Software, the +Initial Target, the Future License, the Target Ledger, and the Conversion +Event. The **specification and JSON schema exist** (`target-revenue/specs/ +PhaseManifestSpecification.md`, `target-revenue/schemas/ +phase_manifest.schema.json`) — but I found **no published manifest instance in +any repo**. + +So on 104 repos the licence currently identifies no Software, no target, and no +future licence. Read strictly, a customer cannot determine what they are +licensed to do. The licence itself flags that specialist legal review was +deliberately deferred at candidate stage (`SCOPE.md` §1) — this is that +deferral coming due, and it comes due *before* the first sale, not after. + +### 3. Twelve repos assert nothing + +Including `rapp-user-engine`, `rapp-tenant-engine`, `rapp-secrets-engine` and +`soul-frame` — not obviously peripheral. No licence means no grant to any +customer and no ownership statement. + +## Inventory table — founder columns + +Machine-knowable columns are filled. The rest is exactly what AWQ-013 says the +founder verifies; agents cannot know funding source or contract history. + +| Asset group | Repos | Licence asserted | Holder asserted | Funding source | Transfer doc | Verdict | +| --- | --- | --- | --- | --- | --- | --- | +| Coulomb (capability formation) | reuse-surface, adaptive-pricing, open-reuse, … | TRSL | GmbH | _(founder)_ | _(founder)_ | _(founder)_ | +| Net Kingdom (identity/security) | net-kingdom, key-cape, ops-bridge, identity-canon, flex-auth, secrets-engine | TRSL | GmbH | _(founder)_ | _(founder)_ | _(founder)_ | +| Railiance (deploy/ops) | railiance-*, rail-*, coordination-engine, email-connect | TRSL (except `railiance-bootstrap` = MIT) | GmbH / *Contributors* | _(founder)_ | _(founder)_ | _(founder)_ | +| Operational Knowledge | the-custodian, state-hub, citation-*, evidence-*, binky-control | TRSL | GmbH | _(founder)_ | _(founder)_ | _(founder)_ | +| Unlicensed | the 12 above | **none** | **none** | _(founder)_ | _(founder)_ | _(founder)_ | +| Non-code assets | `binky-hedgehog.com`, company email, Sedo portfolio | n/a | _(founder — see AWQ-003)_ | _(founder)_ | _(founder)_ | _(founder)_ | + +**Funding source** is the column that decides most of this, and it is precisely +what AWQ-002 is assembling from the self-billed Eigenentwicklung invoices: work +the GmbH paid for has a very different posture from work done on private time. +AWQ-002 should complete before this table can be filled in properly — that is +the dependency between the two records. + +## Recommended sequence + +1. **Founder:** search `~/2binky/` and the 2019 formation papers for any + assignment, Einbringung, or service contract with an IP clause. This single + check determines whether gap 1 is a documentation exercise or a real + transfer that has never happened. +2. **Agent (green):** finish AWQ-002 so the funding-source column has evidence. +3. **StB (with OH-2026-001):** ask the tax treatment question before moving + anything. +4. **Red-lane, with legal input:** decide the allocation; then publish Phase + Manifests and fix the 12 unlicensed repos so the assertion and the + documentation finally agree. + +**Blocking check before G5/G6:** do not publish the OK Audit offer as a *GmbH +product built on these assets* until step 1 has an answer. Step 1 is a +one-evening document search, not a project — the risk here is that it stays +untouched, not that it is hard.