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AWQ-013: IP ownership evidence pass — inventory + three gaps

Green-lane part of AWQ-013. Scanned 117 git repos.

Inverts the framing: ownership is not undetermined. LICENSE §2 (TRSL V1C1)
already names Binky Hedgehog GmbH as Licensor 'holding the rights necessary'
on 104 repos. The question is whether that published assertion is documented —
no assignment, Einbringung, or service contract with an IP clause exists
anywhere in the estate. May be in 2binky or the 2019 formation papers; that
founder check is step 1 and gates G5/G6.

Two further gaps: TRSL depends on a Phase Manifest and no manifest instance
exists in any repo (only spec+schema in target-revenue), so the licence
identifies no Software, target, or future licence; and 12 repos have no LICENSE
at all while railiance-bootstrap asserts a third party.

Funding-source column blocked on AWQ-002.

Co-Authored-By: Claude Opus 5 <noreply@anthropic.com>

2026-08-16 01:39:00 +02:00

6.7 KiB

Raw Blame History

id	type	repo	parent_record	origin_ref	status	created	as_of
BINKY-INV-IP-0001	inventory	binky-control	AWQ-013	UPC-WP-0002-T04	draft — founder verification required	2026-08-16	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

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.
Agent (green): finish AWQ-002 so the funding-source column has evidence.
StB (with OH-2026-001): ask the tax treatment question before moving anything.
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.

6.7 KiB Raw Blame History