Step 6 - Prepare technology negotiations

 PRESENTED TO: PRESENTED

Verónica Isabelle Deibe Blanco Juan Camilo Mendoza Maldonado

GRUPO: 212032_62

 
 
UNIVERSIDAD ABIERTA Y A DISTANIA-UNAD
ESCUELA DE CIENCIAS BASICAS TECNOLOGIA E INGENIERIA
PROGRAMA DE INGENIERIA INDUSTRIAL
08-12-2020
 Definition of the IP involved and its protection
Head of Agreement document for the commercialization of the software developed by Compañía De Software
Colombia S.A

Group Number: 212032_62

Date: 08-12-2020
Item Contract clause defining the proposal for the commercialization of the software
In an escrow contract it is customary to regulate a series of obligations of the licensor that could
have an impact on the source code repository. Here are some of the main
Obligations of a licensor under an escrow agreement:
• Deposit the software with all its elements, which must be explained in a
detailed. It is also useful to deposit the compilers that are used to get the code
1. Parties object.
• Communicate changes in the ownership of intellectual property rights over
the software.
• Update the software repository every time a new version is developed.
• Assume the escrow costs, if applicable (or the corresponding part).
 At any time the parties can agree on the anticipated expiration of the contract,
dissociating themselves from reciprocal commitments and agreeing on the consequences that both
had for
convenient. Typically, in software development contract cases, the vendor will deliver
the client what has been executed so far and the client will pay the supplier the value of the
computer delivered. This value includes not only the hours invested by the software provider, but also
also the expenses incurred for the execution of the works.
Regarding the duration of the development contract in the strict sense, the parties may establish a
specific duration for the contract, indicating the start date and the Page 13 consummation of the same
2. Start date through the delivery of the software - all without prejudice to the assumptions of Anticipated
termination-. Likewise, it can be noted that the duration of the contract is determined for the
completion of the software development order, being able to establish a calendar with milestones and
deliverable materials. Additionally, it is convenient to regulate the survival of those clauses from which
rights and obligations derive that must endure after the termination of the contract.
Duration is a condition of the software license agreements that allows the parties to
define the term of validity of the rights and obligations derived from the contract they formalize,
3. Duration Also bearing in mind that a request for their renewal may be necessary, as well as
 The main objectives pursued by the confidentiality clauses are described below,
that are consistent with the main provisions that must be included in any clause and / or
confidentiality agreement:
• That the information is protected according to the measures that correspond in attention to the
nature of the information.
• That the information is considered, by the receiving party, as confidential for the term
4. Nature of the that is expressly agreed. It should be borne in mind that such information may be
Licensed IP property of the disclosing party or even a third party and, in any event, must
likewise guarantee its confidentiality.
• That the information, by the mere fact of being disclosed, does not cease to be the property of the
revealing party or its legitimate owner.
• That the information be used exclusively for the purpose determined by the
contractual relationship, which will be the purpose for which it is disclosed and which will be detailed
expressly in the contract itself where the confidentiality clause is inserted or, in
your case, in the separate confidentiality agreement.

The client must grant express authorization to the provider to access their computer systems.
The days and times in which said remote access is going to occur can be agreed in the contract, being
5. Work Schedule able
thus the client has control of the operations carried out by the supplier and assist him in whatever
necessary.
 Value method used to establish the price and the
reasons of the selection
based on the methodological proposal made by Reilly (1998), to assess technology assets, identifies the information
necessary for analysis.

Cost method:
A. The calculations were made based on the cost savings approach by Investigation and development;
B. Because the Compañía de Software Colombia S.A. has improved its processes technologies and after a study carried out,
it was found that this company has generated 15% savings in research and development costs, compared to with those
of the competition:
 Entry method:
A. To calculate the value of the intangible asset based on technology by the method of income, the profit sharing approach
was considered;

B. The Software Company Colombia S.A. has a royalty 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;
C. The expert estimated that operating expenses represent 70% of income projected;
D. Within the analysis, 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.).
Market method:
A. 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;

B. The advisor after conducting an analysis of licensing agreements in other companies 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.
 General conditions of the licensing: License option, option term, and other related information

The main right of the licensor will be to receive a consideration from the licensee under the terms
established in the contract. A right of the licensor may also be established to carry out a
audit of the use of the software by the licensee to ensure compliance with the terms and
conditions of the license and that it is uninstalled or its access is blocked in case of
termination of the license period agreed by the parties.
The main obligation of the licensor is to grant the licensee the authorization to use the software
for a certain period. Obligation that materializes in practical terms through the delivery or
installation of the software in accordance with the provisions of the corresponding technical
proposal and
acceptance by the licensee of the terms and conditions of use of the license. Delivery and / or
Software installation must be carried out in accordance with the terms established in the contract.
In addition, penalties in case of non-compliance or if the software
delivered and / or installed does not include the functionalities described in the commercial offer.
Hence the
importance of describing functionalities and delivery or installation times in a way
objective, precise and verifiable, since it is an aspect that can give rise to future controversies.
For this reason, it is also recommended that the need for the client to be established in the
contract
express your agreement to each of the phases of delivery and / or installation of the software and
that they are set
the deadlines to resolve possible incidents or the absence of functionalities described in the offer
corresponding commercial.
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