STEP 4 - PREPARE TECHNOLOGY NEGOTIATIONS

PRESENTED BY:

YULY TATIANA GARCÍA

CAREN LIZETH VÁSQUEZ VALENCIA

CRISTIAN FERNANDO ARCINIEGAS

JULIAN EDUARDO ZAPATA

DELIVERED TO:

INGRID TATIANA GOMEZ

TUTOR

NATIONAL UNIVERSITY OPEN AND AT A DISTANCE UNAD

SCHOOL OF BASIC SCIENCES AND ENGINEERING

TECHNOLOGY VALUATION AND NEGOTIATION

DECEMBER 2020
 TABLE OF CONTENTS

TABLE OF CONTENTS................................................................................................................ii
1. Introduction..............................................................................................................................1
2. Objectives................................................................................................................................2
General objective:........................................................................................................................2
Specific objectives:......................................................................................................................2
3. Head of Agreement document for the commercialization of the software..............................3
4. Videos......................................................................................................................................6
5. Conclusions..............................................................................................................................7
6. References................................................................................................................................8
 1. Introduction

With this activity, you are expected to achieve the following learning outcomes, Prepare
technology assets negotiations promoting innovative businessescompetitiveness.
 2. Objectives

General objective:
Specific objectives:
 3. Head of Agreement document for the commercialization of the software

4. Head of Agreement document for the commercialization of the software developed by Compañía
de software Colombia S.A
Group Number: 212032_72
Date: December 2020
Contract Clause defining the proposal for the
Item Student in Charge
commercialization of the software.
1. Parties The parties in this agreement are Licensor (full name) and
Yuly Tatiana García
Licensee (full name).
The licensor undertakes to deliver, to the licensee within
fifteen (15) business days following the signing of this
contract by both parties, the necessary tools and
documentation so that the latter can make suitable use of
the software object of the license of use of interest.

2. Start Date. Once the necessary tools and documentation have been
Yuly Tatiana García
received in order to make suitable use of the software that
is the object of the use license of interest, the licensee
must verify its correct operation. The parties will sign a
delivery document, in which the licensee You must report
the defects or failures of the software, or else you will
understand that the delivery and facilitation of the relevant
tools was carried out to satisfaction.
3. Duration Yuly Tatiana García The parties agree that this contract will be valid as of the
signing thereof and will have a duration of seven (7)
years.

however, the licensor or licensee may terminate this

Agreement at any time, by means of a written notification
to the domicile of the other Party four months prior to the
date on which such early termination will actually take
place, and in any case all obligations will subsist. that are
pending at the time of termination by each of the Parties.

Early termination of the Contract may also occur due to

 serious breach of any of the obligations by the licensee.
The Licensor provides a commercial, non-exclusive, non-
transferable license should this heads of agreement be
adopted as part of a formal software licensing agreement.
The Licensor is the owner of the Copyright on the
software, the licensor is the owner of the Copyright on the
software therefore reserves the powers of reproduction,
public communication, distribution, import, translation
and any transformation of said program, by any means
known or to be known, according to the next conditions:

4. Nature of the
Yuly Tatiana García  Do not allow reverse technical handling,
licensed IP
disassembly or decompiling of the program by any
of its employees or contractors.
 To make only the permitted copies and to use them
only for authorized uses.
 Use the software exclusively on your own
computers.
 Do not make modifications to the software.
 Do not carry out new works built on the basis of
the licensed software (derivative works).

5. Work The parties established a schedule of 72 hours per month

Schedule Yuly Tatiana García in order to check the goals reached and if it’s necessary
teach the licensee in the use of the software.
Average costs for research and development of the
competition: ……… 20% of projected income.
Average costs for research and development of the
6. Cost Cristian Fernando Software Company of
Arciniegas Colombia S.A.:…… 5% of projected income.
Total savings in research and development costs of the
Software Company
Colombia S.A ……………….15% of projected income.
7. Lump sum/ Cristian Fernando The Software Company Colombia S.A. has a royalty
royalties Arciniegas sharing agreement with a distributor of their products, in
the following terms: 25% of the projected revenue from
product sales corresponds to the Company Software de
Colombia S.A. and 75% of that income corresponds to
 your
Distributor.
The analysis also considered the cost generated by assets
that are not technology and that contribute to the
generation of income, which is estimated they amount to $
10,000 (depreciation, maintenance, improvements, etc.).
8. Payment
Schedule

9. License
Option

For the purpose of estimating the value of the intangible

asset based on technology by the method
market, the expert used the approach of calculating
royalties;
10. Option term The advisor after conducting an analysis of licensing
Cristian Fernando
on license agreements in other companies
Arciniegas
similar to Compañía de Software Colombia S.A.,
concluded that the royalty rate
for the use of licenses is in a range that oscillates between
15% and 20% of the
projected revenue.
11. Right of first
refusal.

12. Scope of
license

the legal regulation applicable to software development

and software license contracts, in terms of their
characteristics and usual contracting practices, as well as
their problems regarding the formation of consent, the
13. Exclusivity Cristian Fernando validity of their stipulations as adhesion contracts,
Arciniegas contracting by electronic means and the problem of
liability for product quality and for damage caused by
faulty software.
Copyright, computer programs, license agreement, custom
software, computer agreements, development agreement.
14. Liability Cristian Fernando The importance of technology-based intangible asset
Arciniegas valuation is increasingly
 more preponderant, since there are many businesses today
that revolve around manufacturing
products or provide services of a technological nature.
The way to measure it will obviously affect the good
allocation of a price
final, which must be competitive, otherwise, business
continuity may be in
a high risk.
As could be seen in the case study presented, the cost,
market and
income, properly employed allow us to calculate a value
for an intangible asset such as
is the case of a software.
Finally, the value of the intangible asset based on
technology must be the result of a
judicious analysis of all relevant factors and impartial
weighting of
each of the variables that the market offers, for this type of
analysis
15. Warranty on
License
Patents

16. Ownership of
IP

17. Ownership of
improvement
s

18. Infringement

19. Termination

20. Choice of law

21. Dispute
Resolution.

Student chosen to submit the final document to Yuly Tatiana García

the Evaluation Environment:
 5. Videos


6. Conclusions
 7. References

Mc Manus, J. P. (2012). Intellectual Property: From Creation to Commercialisation: A Practical

Guide for Innovators & Researchers. Negotiation and Licensing. Oak Tree Press.
Retrieved
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