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Assistant: codex Assistant-Model: gpt-6-astra Assistant-Session: 01a070b5-4994-7271-bd8b-7c3dbcedec4b
136 lines
6.7 KiB
Markdown
136 lines
6.7 KiB
Markdown
---
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id: BINKY-INV-IP-0001
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type: inventory
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repo: binky-control
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parent_record: AWQ-013
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origin_ref: UPC-WP-0002-T04
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status: draft — founder verification required
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created: "2026-08-16"
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as_of: "2026-08-16"
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---
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# IP ownership inventory — GmbH vs Bernd privately
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**What this is:** the green-lane evidence pass for `AWQ-013`. It records what
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the repositories *currently assert* about ownership and where that assertion
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has no documented basis.
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**What this is not:** a legal determination. Allocating or transferring IP
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between Bernd privately and Binky Hedgehog GmbH is Red-lane. Nothing here
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decides anything; the columns a machine cannot know are left explicitly empty
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for the founder.
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Scope: 117 git repositories on the workstation, scanned 2026-08-16.
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## Headline finding
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The licence text already names the GmbH as owner, across essentially the whole
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estate:
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> **"Licensor"** means **Binky Hedgehog GmbH**, the party that publishes the
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> Phase Manifest and **holds the rights necessary to grant this License** and
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> the Future License for the Milestone Release.
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> — `LICENSE` §2, Target Revenue Source License V1C1
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This reframes AWQ-013. The open question is not "who owns these assets?" — the
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repos answer that publicly, on 104 counts. It is **"is that published answer
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documented, or is it an assumption?"** An assertion of GmbH ownership is
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load-bearing for G5/G6: it is the basis on which the company would sell or
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license these products.
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I found **no assignment, transfer, contribution (Einbringung), or work-for-hire
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document** anywhere in the estate that moves authored rights from Bernd
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privately to the GmbH. Absence in the repos is not proof it doesn't exist — it
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may sit in `~/2binky/`, with the notary, or in the original 2019 formation
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papers. That is the first thing to check, and it is a founder task.
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## Licence coverage
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| Category | Count | Ownership asserted |
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| --- | --- | --- |
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| TRSL V1C1 (org licence, adopted 2026-07-29) | 104 | **Binky Hedgehog GmbH** as Licensor |
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| MIT, `railiance-bootstrap` | 1 | "Railiance Contributors" — *a third, inconsistent party* |
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| No LICENSE file at all | 12 | **Nothing asserted** |
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| — total git repos | 117 | |
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Repos with no LICENSE: `doc-store-pg`, `hall-of-helix`,
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`prj-state-hub-retirement`, `rapp-secrets-engine`, `rapp-tenant-engine`,
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`rapp-user-engine`, `reef-storage`, `repo-manager`, `resource-control`,
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`role-community-manager`, `soul-frame`, `telegram-edge`.
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(`go` is an upstream Go source checkout, not a company asset — excluded.)
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## Three gaps, in priority order
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### 1. The GmbH ownership assertion has no documented basis
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104 repos state the GmbH holds the necessary rights. Under German law authored
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software rights arise in the natural person and reach a GmbH only by an
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explicit route — employment/service contract with a rights clause, a separate
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assignment, or contribution on formation. If no such document exists, the
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published assertion may not hold, and it is published on every repo.
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This also has a tax dimension worth naming: moving IP into the GmbH after the
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fact is not neutral — verdeckte Einlage / Entnahme questions, and a valuation
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problem if the assets are material. **This is a good early question for Inga
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once the OH-2026-001 mandate lands**, and coupling it to that conversation
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costs nothing extra.
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### 2. TRSL is asserted but not operative — no Phase Manifest exists
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The licence hangs entirely on the Phase Manifest: it defines the Software, the
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Initial Target, the Future License, the Target Ledger, and the Conversion
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Event. The **specification and JSON schema exist** (`target-revenue/specs/
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PhaseManifestSpecification.md`, `target-revenue/schemas/
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phase_manifest.schema.json`) — but I found **no published manifest instance in
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any repo**.
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So on 104 repos the licence currently identifies no Software, no target, and no
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future licence. Read strictly, a customer cannot determine what they are
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licensed to do. The licence itself flags that specialist legal review was
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deliberately deferred at candidate stage (`SCOPE.md` §1) — this is that
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deferral coming due, and it comes due *before* the first sale, not after.
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### 3. Twelve repos assert nothing
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Including `rapp-user-engine`, `rapp-tenant-engine`, `rapp-secrets-engine` and
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`soul-frame` — not obviously peripheral. No licence means no grant to any
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customer and no ownership statement.
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## Inventory table — founder columns
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Machine-knowable columns are filled. The rest is exactly what AWQ-013 says the
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founder verifies; agents cannot know funding source or contract history.
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| Asset group | Repos | Licence asserted | Holder asserted | Funding source | Transfer doc | Verdict |
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| --- | --- | --- | --- | --- | --- | --- |
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| Coulomb (capability formation) | reuse-surface, adaptive-pricing, open-reuse, … | TRSL | GmbH | _(founder)_ | _(founder)_ | _(founder)_ |
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| Net Kingdom (identity/security) | net-kingdom, key-cape, ops-bridge, commerce-canon, flex-auth, secrets-engine | TRSL | GmbH | _(founder)_ | _(founder)_ | _(founder)_ |
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| Railiance (deploy/ops) | railiance-*, rail-*, coordination-engine, email-connect | TRSL (except `railiance-bootstrap` = MIT) | GmbH / *Contributors* | _(founder)_ | _(founder)_ | _(founder)_ |
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| Operational Knowledge | the-custodian, state-hub, citation-*, evidence-*, binky-control | TRSL | GmbH | _(founder)_ | _(founder)_ | _(founder)_ |
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| Unlicensed | the 12 above | **none** | **none** | _(founder)_ | _(founder)_ | _(founder)_ |
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| Non-code assets | `binky-hedgehog.com`, company email, Sedo portfolio | n/a | _(founder — see AWQ-003)_ | _(founder)_ | _(founder)_ | _(founder)_ |
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**Funding source** is the column that decides most of this, and it is precisely
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what AWQ-002 is assembling from the self-billed Eigenentwicklung invoices: work
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the GmbH paid for has a very different posture from work done on private time.
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AWQ-002 should complete before this table can be filled in properly — that is
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the dependency between the two records.
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## Recommended sequence
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1. **Founder:** search `~/2binky/` and the 2019 formation papers for any
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assignment, Einbringung, or service contract with an IP clause. This single
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check determines whether gap 1 is a documentation exercise or a real
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transfer that has never happened.
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2. **Agent (green):** finish AWQ-002 so the funding-source column has evidence.
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3. **StB (with OH-2026-001):** ask the tax treatment question before moving
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anything.
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4. **Red-lane, with legal input:** decide the allocation; then publish Phase
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Manifests and fix the 12 unlicensed repos so the assertion and the
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documentation finally agree.
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**Blocking check before G5/G6:** do not publish the OK Audit offer as a *GmbH
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product built on these assets* until step 1 has an answer. Step 1 is a
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one-evening document search, not a project — the risk here is that it stays
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untouched, not that it is hard.
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