Contractor Ip Rights Clarification

Summary

Contractors modifying a product for new clients should review the original contract for restrictions, obtain necessary permissions, and make significant changes to the products functionality, design, and branding to avoid liability. Starting from scratch can reduce liability risks, but consulting an IP lawyer is advised to ensure compliance with intellectual property laws and contract terms.

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Can you tell me more about how substantial the changes to the product would have to be to differentiate it from the original?
To significantly differentiate a product from the original, changes should generally be:
- Functional Changes: Alter core features or functionalities.
- Design Changes: Modify the appearance, layout, or user interface.
- Technical Changes: Update underlying code, algorithms, or technology.
- Branding Changes: Use a different name, logo, and brand identity.
Would you like more specific examples or further assistance with IP issues?
Yes
Could you please provide more details on the type of product it is? This will help me give you more specific examples and guidance on making substantial changes.
It's a chatbot product, written with code, that was made to consult research sources provided by the client to generate answers backed by science. It can use any sources, and does not need the sources provided by the client, but my contract says "The Contractor shall have no right or interest in any work or product resulting from the Services the Contractor performs under this Agreement, or in any of the documents, reports, or other materials the Contractor creates in connection with the Services."
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To significantly differentiate your chatbot product, consider these changes:
- Functional Changes: Add new features or alter how the chatbot interacts with users.
- Design Changes: Redesign the user interface and experience.
- Technical Changes: Rewrite or significantly modify the underlying code.
- Branding Changes: Use a different name, logo, and branding.
It might be useful to consult an IP lawyer for tailored advice.
If I rewrite the code and change a few features, might that be enough?
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To avoid liability, you would need to make substantial changes. However, the original contract's clause indicates that the client retains all rights to the product and related materials. Consulting an IP lawyer would provide more tailored advice specific to your situation.
Would you like further assistance on this?
If I completely start from scratch on the product, do you think there would be any liability?
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If you completely start from scratch and develop a new product, it significantly reduces the risk of liability. However, because the original contract states that you have no rights to the product or materials, it's essential to ensure that none of the original code or protected elements are reused. Consulting an IP lawyer is highly recommended to navigate this complex issue and avoid potential legal pitfalls.
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