Insight · Strategy · Analysis · 2026
Two companies that co-develop without splitting prior IP, future IP and exit are building a dispute in six months. The contract is not distrust: it is the map of who may exploit what.
In technology and white-label work, the conflict is not born on the day of the lawsuit: it is born the day nobody wrote down what each party already owned before mixing teams. Background IP is what each already had. Foreground is what the project creates.
Without that cut, any improvement, sublicense or partner exit becomes a fight over the repo, the client and the trade name.
Ownership of the result (one party, both, an SPV). Licenses over background, with or without royalty. What happens if a party withdraws: may it keep using the foreground? Is there a buy-out? Who maintains filings with the SIC or the DNDA?
If there is a secret, access measures have to be real — again Law 256 and Decision 486. If there is a joint mark, you must define who owns it and how the sign is used when the relationship ends.
Inventory of what each party contributes. Perimeter of the joint development. A decision mechanism for improvements. Non-solicit and return-of-materials clauses. Client-table detail is anonymized; the structure is this.
General analysis of the Colombian framework. It is not legal advice and does not describe a named client matter.