Contract Lawyers in Brazil

When doing business in Brazil, you will need to sign a contract or perhaps write one up for someone else to sign. When you are from another country, it is important to first understand the contract laws that exist in Brazil, as they might be different than the ones you are used to. Contracts are an important part of any business, so getting it right the first time is essential to succeed in Brazil.

Examples of Contracts We Can Help With

Some of the types of contracts we have been assisting foreign clients with in Brazil:

• Independent Contractor Agreement
• Partnership Agreement
• Employment Contract
• Confidentiality Agreement
• Non-compete Agreement
• Non-disclosure Agreement
• Purchase Agreement
• Sales Contract
• Service Contract
• Franchise Agreement
• Donation
• Joint Venture Agreement
• Breach of Contract
• Licensing Agreements
• Loan Agreement
• Distribution Agreements

How We Can Help You

As a law firm, we can provide in Brazil a wide range of contract-related services to foreign clients. These services include, but are not limited to:

1. Drafting and negotiating contracts – This can include a wide range of contracts such as distribution agreements, franchise agreements, joint venture agreements, and service contracts.

2. Contract review – This involves reviewing existing contracts to ensure they are legally binding and compliant with Brazilian law.

3. Contract interpretation – In cases where the terms of a contract are unclear or open to interpretation, we can provide clarification and advice on the best course of action.

4. Contract dispute resolution – If a contract dispute arises, we can represent foreign clients and help them navigate the legal process to resolve the issue in a timely and effective manner.

5. Contract termination – If a contract needs to be terminated, we can provide advice on the best course of action and help with the termination process.

6. Contract compliance – This involves ensuring that all parties to the contract are adhering to the terms and conditions outlined in the agreement.

7. Contract amendment – If changes need to be made to an existing contract, we can provide advice on the best course of action and help with the amendment process.

8. Contract renewal – If a contract is due for renewal, we can provide advice on the best course of action and help with the renewal process.

9. Contract enforcement – If a party to a contract is not adhering to the terms and conditions outlined in the agreement, we can help enforce the contract and ensure that the foreign client’s rights are protected.

10. Contract registration – In some cases, contracts may need to be registered with the relevant authorities in Brazil. We can help with this process.

Our goal is to provide comprehensive legal services to foreign clients to help them navigate the complexities of contract-related matters in Brazil and achieve their business objectives.

Brazil Legal System: the Civil Code

It is important to remember that, unlike many other countries, Brazil operates under a civil law code as opposed to a common law code. This means that it has many laws and written legislation for nearly everything, including contracts.

Therefore, if your company is expanding its business to Brazil, one of the main priorities should be reviewing and adapting contracts such as Terms of Service. A contract attorney in Brazil can review and flag provisions that are not compatible with the Brazilian legal system.

Adapting the contract means changing such incompatible provisions in order to offer the maximum protection possible to your business while still abiding by the local laws in Brazil. A Brazilian lawyer specializing in contracts will ensure your contract is enforceable in Brazil, thus bringing the legal protection you were looking for in the first place.

Some of the aspects reviewed in our Contract Review service:

Translating a contract into Portuguese is just one of the steps required for a contract to be enforceable in Brazil. Before translating, several aspects of the contract must be reviewed and adapted by a Brazilian attorney when necessary. Some of the aspects our contract attorneys address when reviewing your contract to be adopted in Brazil:

1. Brazilian Consumer Code
2. Translation to Brazilian Portuguese
3. Who to contact for notices
4. Contract laws in Brazil
5. Choice of law and place for the contract

Types of Contract

Our attorneys draft, review and adapt contracts for use in Brazil on a daily basis. These are some of the contracts that we work with frequently.

General Business Contracts
Some common sales contracts include:

• Partnership agreement
• Indemnity agreement
• Nondisclosure agreement
• Property and equipment lease

Sales Contracts

Some of the most common types include:

• Bill of sale
• Purchase order
• Security agreement

Employment contracts

• General employment contract
• Noncompete agreement
• Independent contractor agreement.

Other Contracts

• Lease agreements
• Insurance agreements
• Financial agreements

Before you write up or sign any contract, you should first make sure that there isn’t a more specific law in Brazil you need to follow under such a contract. There is also a difference between civil code contracts in Brazil and consumer code contracts.

Contracts Under the Civil Code

When contracts are under the civil code, the applicable rules are not always the same as you will have in a country following the common law, such as the United States or the United Kingdom.

Contracts Under the Consumers’ Code

In certain cases, a contract might fall under the Brazil consumers code. Such a contract is more protective of the “economically weaker” party. When it comes to consumers signing contracts with big businesses, the consumer is always weaker and therefore is protected under the consumers’ code. For example, a contract under the consumers’ code might be for a company to deliver a certain product to an individual. If this product had not met its description or expected level of quality, the company would have breached the contract and the court would have protected the consumer.

Jurisdiction

If you are operating your Brazilian business from the United States, or if you are investing in a Brazilian company, you should know where jurisdiction will lie for your contract. Brazilian law states that, when a contract is breached, jurisdiction lies in Brazil when the terms of the contract must be performed in Brazil. In other words, if the contract was actually breached in the confines of Brazil, the Brazilian court will deal with it.

If you are doing business for the first time in Brazil, do not wait until you accidentally breach a contract to get yourself an attorney. Breaching a contract could be expensive for you and your business, so it is worth getting an attorney who can guide you through the process before officially signing anything.