Contract Review Before Signing in Bogotá

The problem is not the contract: it is whose form it is

Whoever drafts, drafts to protect themselves. There is nothing improper in that, but it means the document you received allocates risk towards your side, and that the uncomfortable clauses are written not to attract attention: a liability cap buried mid-text, an exclusivity hidden in the definitions, an automatic renewal that can only be stopped with months of notice.

A serious review is not about marking up the whole document. It is about deciding what is worth fighting for, because thirty comments on a small supplier's contract burn the relationship without changing the real risk.

What we review, in this order

1. What you are actually buying or selling. Subject matter, scope, deliverables and exclusions. Half of all disputes start because the contract describes something different from what the parties agreed verbally.
2. Money. Price, payment terms, adjustments, default interest, withholdings and who bears taxes and costs.
3. The exit. Term, automatic renewal, termination for convenience, notice periods, and what happens to open orders, inventory and advance payments.
4. Liability. Caps, exclusions, indemnities, penalty clauses and the guarantees demanded.
5. Ties. Exclusivity, territory, non-compete, non-solicitation and minimum volume commitments.
6. Information and intellectual property. Confidentiality, ownership of developments and use of the brand.
7. Personal data. Roles, purposes and processing instructions where the contract involves databases, under Law 1581 of 2012.
8. The fight. Governing law, jurisdiction or arbitration clause, and the real cost of each option if it ever has to be used.

The red flags we look for first

• Unlimited liability for you and a capped liability for the counterparty.
• Unilateral termination without cause in favour of one side only, with no notice and no compensation.
• Automatic renewal with a very narrow notice window.
• Free assignment of the contract for the counterparty and prohibited for you.
• Exclusivity with no clear targets, or targets whose breach triggers immediate termination.
• Ownership of everything developed vesting in the party that did not develop it.
• Abusive clauses in standard-form contracts, which also create exposure under the Consumer Statute where consumers are on the other side.
• A foreign forum or governing law in a contract performed entirely in Colombia.

What you receive

• A short review report in business language, with the comments ordered by importance rather than by clause number.
• For each point: what the contract says, what risk it creates and the alternative wording we propose.
• A clear recommendation on what is non-negotiable and what can be conceded if the counterparty does not move on everything.
• If you prefer, the document in tracked changes, ready to send back to the other side.

The contracts we review most often

• Framework agreements with suppliers and with corporate customers.
• Software, SaaS and technology services contracts, often in English and under foreign law.
• Distribution, supply and commercial representation.
• Confidentiality agreements ahead of a negotiation or a corporate transaction.
• Commercial leases and construction contracts.
• Terms and conditions a platform asks you to accept in order to operate.

If after the review someone has to sit down with the counterparty and defend the changes, that work continues as a negotiation.