SOFTWARE DEVELOPMENT AGREEMENT

Among the subscribers _________________________ , of legal age, and identified with the CC
____________who acts in this contract as legal representative of_________________________________,
identified with the NIT ___________________________________________________________________
and who will hereinafter be called THE CLIENT, for one
part and, on the other hand ___________________________, of legal age, identified with the CC
________________, domiciled in _______________________ who for the purposes of this document will
be referred to as THE SUPPLIER, agree to enter into this contract for the provision of professional
services, which will be governed by the following statements and clauses:

STATEMENTS

The supplier declares:

1. Be a company incorporated under Colombian law, domiciled in ___________ and duly registered
with the Chamber of Commerce of this city, with a taxpayer registry _______ and it is his will
enter into this contract.
2. To design and develop the system in the language ________________________________ under
the
operating system ________________________________________________________________
3. The system will be composed of modules and programs described in the document “Project
Proposal”, which constitutes Annex “A” of this contract and which forms an integral part thereof.
4. That the system will be delivered in suitable media that allows its proper use by the client.
5. That has the technical and human resources to carry out the purpose of this contract

The Client declares:

1. Be a company incorporated under Colombian law, domiciled in ___________ and duly registered
with the Chamber of Commerce of this city, with a taxpayer registry _______ and it is his will
enter into this contract.
2. Who appears through his legal representative _________________________________________
__________________________________, which has sufficient capacity and authority to enter
into this contract.

CLAUSES

FIRST.- OBJECT

1. Under the Contract, the SUPPLIER is obliged to provide the CLIENT with the service of developing and
adapting the computer program (…) [cite the name of the program]. Hereinafter “the Service”, under
the terms and conditions set forth in the Contract and in all its Annexes.
SECOND.- GENERAL AND SPECIFIC TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES

2.1. The service will be provided under the following general terms and conditions:

2.1.1. The SUPPLIER shall be responsible for the quality of the work carried out with the diligence
required of a company expert in carrying out the work covered by the Contract.

The SUPPLIER undertakes to manage and obtain, at its own expense, all administrative
2.1.2. licenses, permits and authorizations that may be necessary to perform the Service.

The SUPPLIER shall be responsible for all taxes, regardless of their nature and character, that
arise as a result of the Contract, as well as any physical and legal operations that it entails,
2.1.3. except for Value Added Tax (VAT) or its equivalent, which the SUPPLIER shall pass on to the
CLIENT.

The SUPPLIER shall maintain confidentiality regarding the information provided by the
CLIENT in or for the execution of the Contract or which by its very nature must be treated as
such. Any information disclosed by the CLIENT, or that must be disclosed in accordance with
the law or a court ruling or act of a competent authority, is excluded from the category of
confidential information. This obligation shall be maintained for a period of three years from
the end of the service.

2.1.5. The SUPPLIER shall be responsible for the correctness and precision of the documents
provided to the CLIENT in execution of the Contract and shall promptly notify the CLIENT
when it detects an error so that the CLIENT may take the corrective measures and actions it
deems appropriate.

2.1.6. The SUPPLIER shall be liable for any damages and losses that may arise for the CLIENT and
for any claims that may be made by a third party, and which are directly caused by errors by
the SUPPLIER, or its staff, in the execution of the Contract or which arise from the lack of
diligence referred to above.

The obligations established for the SUPPLIER by this clause will also be binding on its
2.1.7. potential employees, collaborators, both external and internal, and subcontractors, so the
SUPPLIER will be liable to the CLIENT if said obligations are breached by such employees.

The SUPPLIER will provide the service under the following specific terms and conditions:

The SUPPLIER declares that it holds all property rights over the program that is the subject
of this contract.
2.2.

2.2.1. The CLIENT will submit to the SUPPLIER a report with the needs and forecasts it has in the
medium term, which make it necessary to implement its computer system.
2.2.3. The CLIENT's employees and the SUPPLIER's technicians must cooperate at all times and
until the termination of this contract.

The SUPPLIER will make a proposal in which the program, the computer system and the
2.2.4. needs of the CLIENT are compatible. The proposal will be the basis for the study of the
development of the program. Simulations will be carried out at the CLIENT's facilities to
determine the possible results.

Once the computer solution has been found, so that the program is useful to the CLIENT,
the SUPPLIER will carry out the development of the computer program.
2.2.5.
Once the adaptation and development has been carried out, the program will be installed
on the CLIENT's computer system and the appropriate tests will be carried out.

2.2.6. During the tests, any necessary adjustments or arrangements will be made until the CLIENT
is satisfied with the development of the program. With the CLIENT's consent, the developed
program will be considered delivered.

2.2.7. The SUPPLIER guarantees the developed program for a period of （ … ） [indicate period].
During this time the SUPPLIER will correct any incident that occurs in the developed
program, in accordance with clause 6 of this contract.

The SUPPLIER will grant the license to use the developed program to the CLIENT upon
2.2.8. delivery of the developed program. The PROVIDER retains all property rights over the
program and all its adaptations.

The SUPPLIER undertakes not to license the use of the developed program to any direct or
indirect competitor of the CLIENT.
2.2.9.
The SUPPLIER will execute the Contract by competently and professionally performing the
Service, complying with the required quality levels and diligently taking care of the CLIENT's
materials that it may have to use as a result of the Contract.
2.2.10.
The SUPPLIER will provide the client with exclusive training for the use of the system
through __________________________ courses consisting of ______ hours, taught to
people per
2.2.11. course. Training does not include imparting knowledge of the operation of the equipment or
the operating system; if this were necessary, it would be subject to a special quote.

The CLIENT will designate the staff that will attend the training courses

The SUPPLIER is obliged to install said system on the computer equipment designated by the
2.2.12.
CLIENT.
2.2.15. The CUSTOMER is responsible for entering all the data necessary for start-up.
of the system.

THIRD.- USAGE POLICY

3.1 The CUSTOMER is solely responsible for determining whether the service that constitutes the
object of
This Contract is tailored to your needs.

3.2 The CLIENT agrees to use the program within the law and not to make copies.
without written authorization from the SUPPLIER.

FOURTH.- PRICE AND BILLING.-

4.1 The price of the Contract is （…） [indicate the price of the service] excluding VAT.

4.2 Payment of invoices will be made after the CLIENT accepts the developed program,
by bank transfer within 5 days of the date of receipt of the invoice, to the following current
account owned by the SUPPLIER: （…） [indicate account number].

FIFTH.- DURATION OF THE CONTRACT

The maximum period for completion of the development of the program is （ … ） […] from the date
referred to in the heading of the Contract.
A delay of more than 15 days will be considered a critical incident.

SIXTH.- SERVICE LEVEL AGREEMENT

6.1 The Service provided by the SUPPLIER will be carried out by personnel specialized in each
subject.
The SUPPLIER's staff will be equipped with all the necessary, appropriate and up-to-date
material to provide the Service.

6.2 The SUPPLIER must comply with the delivery deadlines agreed with the CLIENT. HE
will be considered a breach of deadlines when [indicate the maximum deadline that may be
exceeded] is exceeded and in that case the CLIENT may demand payment of the
corresponding damages from the SUPPLIER.

6.3 Any faults or malfunctions of the program will be reported to the SUPPLIER at its
home via phone call or email.

6.4 Problems will be resolved within a maximum period of （…）[set different deadlines to
tending to the severity of the incidence, mild, severe, critical. Penalties must also be defined
based on the severity of the incident]
 • Critical incidents are understood to be those incidents that, within the framework of
the provision of the Service, significantly affect the CLIENT. [if objective parameters
can be established, all the better]

• A serious incident is understood to be: those incidents that, within the framework of
the provision of the Service, moderately affect the CLIENT. [if objective parameters
can be established, all the better]

• Minor incidents are understood to be those incidents that are limited to hindering the
provision of the Service. [if objective parameters can be established, all the better]

The repair will be carried out within the following maximum periods from the notice:

• Incidencecriticism

• Incidenceserious

• Incidencemild

SEVENTH.- MODIFICATION

The Parties may modify the contract by mutual agreement and in writing.

EIGHTH.- RESOLUTION

The Parties may terminate the Contract, with the right to compensation for damages caused, in the
event of non-compliance with the obligations established therein.
NINTH.- NOTIFICATIONS

Notices to be given by the Parties to each other shall be sent by mail with return receipt requested [or
any other reliable means agreed upon by the Parties] to the following addresses:

• CUSTOMER (…)

• SUPPLIER: (…)

TENTH.- COMMITMENT CLAUSE

In the event of any disagreement, breach or any type of legal problem in relation to this contract, the
parties undertake to first exhaust Conciliation as an alternative mechanism for conflict resolution BEFORE
initiating any legal action, expressly stating that neither party may approach the courts without first
having discussed the problem before a duly authorized conciliation center.
In accordance with the foregoing, the parties sign this document in two copies of the same content and
value, before witnesses on the ___ day of the month of ________________ of the year _____, in the city
of ______________________
Signatures of Compliance

SUPPLIER CUSTO
MER

DC __________________________ DC ______________________________