The drafting and review of commercial contracts in Colombia makes it possible to clearly define the rights, obligations, liabilities, financial terms and protective mechanisms applicable to a business relationship. At Cárdenas Vega Asesores, we draft, review, negotiate and amend commercial, corporate, technology and intellectual property agreements in accordance with the particular features of each transaction.
Our services cover agreements ranging from sale and purchase, supply, distribution, franchise, commercial agency and business collaboration agreements to trademark, patent, software and copyright licences, technology transfer agreements, assignments of rights, confidentiality agreements, image rights authorisations and documentation for digital businesses.
Each agreement should reflect the nature of the transaction, the legal position of the parties, the identified risks, the applicable law and the commercial objectives of the transaction. Accordingly, the use of generic templates without legal review tailored to the specific circumstances is not advisable.
Our contract services may include the complete drafting of the agreement, review of contracts prepared by third parties, risk analysis, negotiation of clauses, preparation of amendments or addenda, and legal support throughout execution, performance, termination or renewal.
Commercial and distribution agreements
We draft and review agreements governing the acquisition, manufacture, supply, marketing and distribution of goods and services in domestic and international markets.
Commercial sale and purchase agreements
Agreements governing the sale of goods, assets, inventories, business establishments or operating units.
Supply agreements
Periodic or continuous supply of goods or services under previously agreed terms.
Distribution agreements
Independent marketing of products within a specified territory, market or distribution channel.
Exclusive distribution agreements
Exclusive allocation of products, territories, customers or distribution channels.
Commercial agency agreements
Ongoing promotion or development of a principal’s business within a specified territory.
Commercial commission agreements
Management of one or more transactions on behalf of another party, with defined instructions, remuneration and responsibilities.
Brokerage agreements
Intermediation intended to bring together parties interested in entering into a commercial transaction.
Commercial representation agreements
Promotion, negotiation or commercial management of products and services before customers or business partners.
Consignment agreements
Delivery of products for sale, with provisions governing inventory, pricing, returns and payment.
Commercial lease agreements
Use of retail premises, offices, warehouses, equipment, machinery or other assets for business purposes.
Warehousing and storage agreements
Custody, preservation, management and return of goods, inventories or assets.
Logistics services agreements
Management of inventories, storage, order fulfilment, transportation and delivery of products.
Manufacturing, production and services agreements
We advise on contractual relationships involving design, manufacturing, processing, packaging, service provision and outsourcing of business activities.
Contract manufacturing or maquila agreements
Manufacture of products by a third party in accordance with defined technical, commercial and quality specifications.
Private-label manufacturing agreements
Manufacture of goods to be marketed under the customer’s trademark or that of an authorised third party.
OEM manufacturing agreements
Manufacture of components or products in accordance with the customer’s designs, specifications and standards.
Packaging and product conditioning agreements
Provision of bottling, labelling, packaging, presentation or product conditioning services.
Services agreements
Definition of scope, deliverables, remuneration, responsibilities, ownership of results and termination.
Specialised consulting agreements
Engagement of technical, strategic, commercial, creative, technology or professional advisory services.
Outsourcing agreements
Delegation of business processes or activities to a specialised service provider.
Maintenance and support agreements
Preventive, corrective, technical or support services for equipment, systems or products.
Intellectual property agreements
Intellectual property agreements govern the ownership, exploitation, authorisation, transfer and protection of trademarks, patents, industrial designs, works, software, content, trade secrets and other intangible assets.
Trademark licence agreements
Authorisation to use a trademark subject to terms concerning territory, duration, products, quality control and remuneration.
Trademark assignment agreements
Transfer of ownership of a trademark, trademark application or trademark portfolio.
Patent licence agreements
Authorisation to exploit a patented invention subject to technical, financial and territorial terms.
Patent assignment agreements
Transfer of patent applications, invention patents or utility models.
Industrial design licence agreements
Authorisation to manufacture, use or market products incorporating a protected design.
Industrial design assignment agreements
Transfer of ownership of industrial design applications or registrations.
Assignment of economic copyright
Written transfer of exploitation rights in protected works, content and creations.
Copyright licence agreements
Authorisation to reproduce, communicate, distribute, adapt or otherwise exploit a work under defined terms.
Commissioned works agreements
Agreements governing the creation of literary, artistic, audiovisual, advertising, musical or design works for a commissioning party.
Audiovisual production agreements
Engagement of production, directing, screenwriting, music, performance, image, editing and exploitation services for audiovisual works.
Music production agreements
Agreements governing compositions, recordings, performances, phonograms, synchronisation and music distribution.
Publishing agreements
Editing, publication, reproduction, distribution and commercialisation of printed or digital works.
Merchandising agreements
Commercial exploitation of trademarks, characters, designs, images or other intellectual property elements on products.
Trademark coexistence agreements
Terms governing the coexistence and differentiated use of distinctive signs by different businesses.
Trademark rights delimitation agreements
Agreements concerning goods, services, territories, presentations or methods of use of similar trademarks.
Technology, software and knowledge transfer agreements
We structure agreements for the development, implementation, exploitation and transfer of software, technology, technical knowledge, databases and digital solutions.
Technology transfer agreements
Transfer of knowledge, procedures, technical assistance, intellectual assets and technological capabilities.
Know-how licence agreements
Authorisation to access and use confidential technical, commercial, industrial or organisational knowledge.
Software development agreements
Development of bespoke programs, platforms, applications, integrations and technological functionalities.
Software licence agreements
Authorisation to install, access, use, reproduce or exploit computer programs.
Software assignment agreements
Transfer of economic rights in source code, object code, documentation and related developments.
Software-as-a-Service agreements
Remote access to software under subscription models, service levels, support and availability commitments.
Cloud services agreements
Provision of infrastructure, platforms, storage, processing or applications in digital environments.
Technology implementation agreements
Configuration, integration, migration, parameterisation and deployment of technology solutions.
Support and service-level agreements
Definition of availability, response times, maintenance, continuity, backup and incident resolution.
Research and development agreements
Collaboration to research, design or develop products, technologies, processes, prototypes or solutions.
Cross-licence agreements
Reciprocal authorisations to use technology assets or intellectual property rights.
Database licence and use agreements
Access to, consultation, use, updating or exploitation of databases and structured content.
API licence agreements
Terms governing access to, integration and use of application programming interfaces and connected technology services.
Franchises, alliances and business collaboration agreements
We design contractual structures to replicate business models, develop joint projects, share resources or participate in business ventures while preserving the independence and interests of each party.
Franchise agreements
Exploitation of a business model combining trademarks, know-how, assistance, operating standards and consideration.
Master franchise agreements
Grant of rights to develop a franchise network and, where applicable, to appoint sub-franchisees within a territory.
Joint venture agreements
Collaboration between businesses to develop a project, venture or activity based on shared objectives and contributions.
Business collaboration agreements
Coordination of capabilities, resources, knowledge or channels to pursue a business opportunity.
Participation account agreements
Participation by one or more persons in transactions conducted by a managing participant under agreed terms.
Consortium agreements
Joint submission or performance of projects with an allocation of activities, contributions and responsibilities.
Temporary union agreements
Joint organisation for submitting bids or performing contracts with an agreed allocation of activities and participation.
Strategic alliance agreements
Medium- or long-term commercial cooperation to develop markets, products, services or capabilities.
Memoranda of understanding
Preliminary definition of objectives, commitments, stages and the basis for a potential transaction or collaboration.
Letters of intent
Preliminary statement of the principal terms of a proposed negotiation or transaction.
Corporate, investment and acquisition agreements
We assist with the structuring of companies, investments, shareholder relationships and transactions involving the acquisition or transfer of equity interests.
Company formation
Preparation of bylaws, incorporation documents and initial governance and operating rules.
Shareholders’ agreements
Terms governing voting, management, share transfers, majorities, deadlocks and investor exits.
Partners’ agreements
Definition of contributions, roles, participation, profit distribution, decision-making and dispute resolution mechanisms.
Investment and capitalisation agreements
Contribution of funds or admission of investors through capital contributions, share issuances or agreed financing mechanisms.
Share or equity interest purchase agreements
Sale and purchase of shares, quotas or equity interests, including representations, warranties and closing conditions.
Asset purchase agreements
Acquisition of operating assets, inventories, contracts, intellectual property or business units.
Purchase option agreements
Rights to acquire shares, equity interests, assets or rights subject to defined terms and time limits.
Vesting agreements
Progressive acquisition of economic or corporate rights linked to continued service, performance or achievement of milestones.
Stock option agreements
Incentives or rights to acquire shares under previously established corporate and financial conditions.
Convertible financing agreements
Financing that may convert into an equity interest upon defined events, valuations and conditions.
Image rights, advertising and content agreements
We advise companies, agencies, creators, artists, influencers and producers on the commercial use of image, voice, name, content and advertising materials.
Image rights release agreements
Terms governing the use of a person’s likeness in campaigns, content, publications, products or digital media.
Voice and name use agreements
Authorisation to use a person’s voice, name, pseudonym or other identifying attributes.
Influencer and content creator agreements
Creation, publication and promotion of content with provisions on deliverables, exclusivity, image rights and intellectual property.
Sponsorship agreements
Association of a trademark with events, individuals, activities, content, teams or promotional initiatives.
Product placement agreements
Inclusion of products or trademarks in works, videos, programs, films or digital content.
Advertising services agreements
Design, production and execution of campaigns, graphic materials, content, strategies and promotional activities.
Social media management agreements
Management of accounts, content, access credentials, digital assets, metrics, ownership of materials and crisis management.
Photography and graphic production agreements
Creation and exploitation of photographs, illustrations, designs, animations and other visual materials.
Digital and e-commerce agreements
We prepare documentation for digital platforms, applications, online stores, marketplaces and business models based on the electronic exchange of goods, services and content.
E-commerce agreements
Terms governing sales, payments, deliveries, returns, warranties and customer service for transactions conducted electronically.
Terms and conditions
Rules applicable to access, browsing, registration, purchases and use of websites, platforms or applications.
Marketplace agreements
Definition of the relationships among the platform, sellers, suppliers, buyers and associated service operators.
Digital subscription agreements
Recurring access to content, products or services subject to recurring payments and renewal or cancellation terms.
Platform services agreements
Technology access and intermediation connecting users, suppliers, service providers or purchasers.
Affiliate marketing agreements
Digital promotion of products or services in exchange for commissions, referrals or verifiable results.
Confidentiality, exclusivity and business protection agreements
We prepare agreements designed to protect strategic information, business relationships, commercial opportunities, internal developments and competitive advantages.
Confidentiality agreements
Protection of confidential information disclosed during negotiations, projects, alliances or contractual relationships.
Trade secret protection agreements
Identification and contractual protection of confidential business information having commercial value.
Exclusivity agreements
Contractual restrictions on engaging, marketing or carrying out specified activities with third parties.
Non-compete agreements
Contractual restrictions on specified competitive activities, subject to review for scope, duration and reasonableness.
Non-solicitation agreements
Protection against solicitation of customers, employees, contractors, suppliers or business partners.
Exclusive negotiation agreements
Temporary exclusivity during the evaluation or structuring of a proposed transaction.
Document custody or escrow agreements
Deposit in escrow of documents, code, assets or funds subject to fulfilment of previously defined conditions.
Personal data agreements and authorisations
We prepare agreements and authorisations concerning the collection, use, circulation, storage, transmission and transfer of personal data.
Personal data processing authorisations
Authorisation to collect and process personal data for purposes disclosed in advance.
Personal data transmission agreements
Processing of personal data by a data processor acting on behalf of, and under the instructions of, the data controller.
Personal data transfer agreements
Disclosure of information to another data controller, including domestic or international transactions where legally permissible.
Data processing agreements
Definition of instructions, security, confidentiality, incidents and obligations between parties processing personal data.
Privacy notices
Information provided to data subjects concerning the data controller, processing purposes and mechanisms for exercising their rights.
International agreements
We also draft and review agreements for international transactions, taking into account language, governing law, jurisdiction, currency, taxes, dispute resolution and performance of obligations across different territories.
International distribution agreements
Marketing of products in foreign countries with provisions on territory, importation, pricing, trademarks and regulatory compliance.
International agency agreements
Promotion or development of business in foreign markets through commercial representatives or agents.
International licence agreements
Exploitation of trademarks, patents, software, works or technology in one or more territories.
International franchise agreements
Expansion of business models into other countries through licences, assistance and operating standards.
International supply agreements
Cross-border supply of goods or services with agreed delivery, payment, risk and documentation terms.
International manufacturing agreements
Manufacture of goods in other countries under defined specifications, quality controls and intellectual property provisions.
Contract drafting, review and negotiation
Contract advice extends beyond preparing a document. It may also include identifying risks, conducting background review, defining warranties, negotiating terms, analysing liabilities and preparing mechanisms to prevent or address breaches.
Contract clauses requiring careful review
The content of each agreement depends on the transaction. Depending on the circumstances, particular attention should be given to clauses concerning:
- Purpose, scope, activities and deliverables
- Price, remuneration, royalties, taxes and payment terms
- Term, extension, renewal and termination
- Warranties, quality, service levels and acceptance of deliverables
- Liability, indemnities, insurance and limitations of liability
- Ownership and use of trademarks, patents, software, works and other intangible assets
- Confidentiality, trade secrets and information security
- Exclusivity, non-compete and non-solicitation
- Personal data protection and processing
- Assignment, subcontracting and change of control
- Governing law, jurisdiction and dispute resolution mechanisms
- Consequences of breach and early termination mechanisms
Contract advice for businesses and entrepreneurs
Cárdenas Vega Asesores assists companies, investors, entrepreneurs, intellectual property owners, developers, manufacturers, distributors, franchisors, franchisees and service providers in structuring clear contractual relationships suited to their businesses.