--- 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.