Partnership Agreement in Brazil

A partnership agreement is an important document that provides a clear understanding of the terms and conditions of a partnership between two or more companies. When a US company or a company from another country partners with a Brazilian company, it is essential that a partnership agreement be drafted to protect the interests of both parties and ensure compliance with relevant laws and regulations.

We Can Help You:

1. Draft a new partnership agreement to be used in Brazil
2. Review an existing partnership agreement
3. Represent you if you are negotiating a partnership agreement with a Brazilian company

Why a foreign company should have a partnership agreement when partnering with a Brazilian company

1. Clarity of terms and conditions: The partnership agreement outlines the terms and conditions of the partnership, including the distribution of profits and losses, the responsibilities of each partner, and the procedures for making decisions and resolving disputes. This helps to establish a clear understanding between the parties and avoid misunderstandings.

2. Compliance with Brazilian laws and regulations: Brazilian laws and regulations can be complex and specific, and it is important to ensure that the partnership agreement complies with all relevant laws and regulations, including labor laws, tax laws, and intellectual property laws.

3. Protection of interests: A partnership agreement helps to protect the interests of both parties, including the intellectual property and confidential information of the US company and the rights and obligations of the Brazilian company.

4. Facilitation of dispute resolution: The partnership agreement should include procedures for resolving disputes in the event that a disagreement arises between the parties. This helps to minimize the risk of disputes and to ensure that the partnership remains on track.

The agreement must be drafted by a firm that has knowledge of both legal systems, as such an agreement should make sense for both sides.

Partnership Agreement Main Clauses

The main clauses in a partnership agreement between a US company and a Brazilian company can vary depending on the specific circumstances of the partnership, but some of the most common clauses include:

1. Purpose of the partnership: This clause outlines the purpose of the partnership, including the goals and objectives of the partnership and the nature of the business activities that the partners will undertake.

2. Distribution of profits and losses: This clause outlines the terms and conditions for the distribution of profits and losses among the partners. It may include provisions for the allocation of profits and losses based on each partner’s contribution to the partnership or based on a fixed percentage.

3. Management and control: This clause outlines the responsibilities and obligations of each partner with respect to the management and control of the partnership, including provisions for making decisions, hiring employees, and entering into contracts.

4. Capital contributions: This clause outlines the terms and conditions for the capital contributions of each partner, including the amount of each partner’s initial capital contribution and any subsequent contributions that may be required.

5. Admission and withdrawal of partners: This clause outlines the procedures for the admission of new partners and the withdrawal of existing partners from the partnership, including provisions for the calculation of the value of a withdrawing partner’s interest in the partnership.

6. Dissolution and winding up: This clause outlines the procedures for the dissolution of the partnership and the winding up of its affairs, including provisions for the distribution of assets, the payment of liabilities, and the resolution of disputes.

7. Confidentiality and non-compete: This clause outlines the obligations of each partner with respect to the protection of confidential information and the restrictions on competing with the partnership.

8. Dispute resolution: This clause outlines the procedures for resolving disputes between the partners, including provisions for mediation, arbitration, or litigation.

Special Partnership Agreement Clauses Specific to Niche Industries

Different types of businesses may require different clauses in addition to the ones outlined above, depending on the specific needs and circumstances of the partnership. Here are a few examples:

1. Real estate partnership: A partnership that invests in real estate may require additional clauses related to the management and control of the real estate assets, the distribution of profits from the rental of the properties, and the procedures for the sale or transfer of the properties.

2. Joint venture: A partnership that is formed for a specific project or venture may require additional clauses related to the project scope, budget, timeline, and the allocation of risks and rewards among the partners.

3. Technology partnership: A partnership between technology companies may require additional clauses related to the protection of intellectual property rights, the licensing of technology, and the sharing of profits from commercialization of the technology.

4. Service partnership: A partnership between service companies may require additional clauses related to the delivery of services, the compensation of each partner, and the procedures for resolving disputes between the partners.

5. Manufacturing partnership: A partnership between manufacturing companies may require additional clauses related to the supply of raw materials, the production and distribution of products, and the protection of confidential information.

These are just a few examples of how different types of businesses may require different clauses in addition to those outlined above. It is important for the parties to carefully consider the specific needs and circumstances of the partnership and to work with a knowledgeable attorney to ensure that the partnership agreement adequately addresses all relevant issues.