Commercial Contract Drafting in Bogotá

When it makes sense to have the contract drafted

Most companies write their first contract once the problem has already landed. Before that they run on purchase orders, quotes accepted by email and verbal understandings, which work for as long as the relationship works. The moment to draft is earlier: when the operation starts repeating, when the amounts go up, or when someone you do not know well enough comes in.

• The relationship will outlast a single delivery and will involve orders, deadlines and price adjustments.
• There is money up front, dedicated inventory or an investment that is only useful for that deal.
• Sensitive information will be shared: prices, customer base, source code, formulas or processes.
• A partner, an investor or a contractor comes in and will develop something you later need to own.
• The counterparty is abroad and someone has to decide which law and which forum govern the relationship.

The contracts we draft

We draft commercial contracts under Colombian law, for local companies and for foreign companies contracting in Colombia.

• Supply and sale of goods. Orders, delivery times, quality, price and adjustments, acceptance and rejection of goods.
• Services. Scope, deliverables, service levels, approval and invoicing.
• Distribution and commercial agency. Territory, exclusivity, targets and the consequences of termination.
• Confidentiality. One-way and mutual agreements, with a precise definition of what is actually protected.
• Licensing and development. Trademarks, software and know-how, and ownership of whatever is developed during performance.
• Business collaboration. Consortia, temporary joint ventures and silent partnership arrangements.
• Shareholders' agreements. Majorities, transfer restrictions and exit mechanics.
• Terms and conditions. Standard-form contracts and subscription models, also reviewed against the Consumer Statute where the end user is a consumer.

How we draft it

1. We learn the operation. A short meeting on how the business runs: who delivers what, when an obligation counts as performed, how you get paid, and what has gone wrong before with other counterparties.
2. We allocate the risk. We tell you where you are exposed and put concrete alternatives on the table: a liability cap, a guarantee, a termination right, a longer notice period.
3. We write the draft. In plain language and with the definitions the business needs, without clauses inherited from another contract that nobody can explain.
4. We review it with you. One round of comments on the text, with an explanation of any clause that raises a question.
5. We deliver the signature version. The final document plus whatever schedules the operation requires.

The clauses we settle with you

The body of the contract describes the deal; the risk sits in a small group of clauses that almost nobody argues about until they are needed.

• Liability caps and exclusion of indirect damages and loss of profit.
• Indemnities for claims by third parties, workers or authorities.
• Penalty clauses, guarantees and the handling of advance payments.
• Termination grounds, notice periods and the effect on open orders and inventory.
• Confidentiality and intellectual property, including whatever is developed during performance.
• Force majeure and renegotiation on a change of circumstances.
• Personal data processing where performance involves databases, under Law 1581 of 2012.
• Governing law and dispute resolution: ordinary courts, an arbitration clause or prior conciliation.

What you receive

• The contract in signature form, in Spanish and, if you need it, in English.
• A short note setting out the risk decisions taken and the reason for each one.
• The operational schedules that apply: service levels, price list, purchase order form.
• Clarity on what comes next: if the counterparty sends comments back, we agree from the outset whether the negotiation sits inside this scope or is a separate instruction.

If what you have on the table is the other side's form rather than a contract still to be written, the instruction is a different one and starts with the review.