Brazilian Contracts
Brazilian contract law: digital, business, SaaS, freelancer, technology transfer, and cross-border B2B contracts.
Topics within Brazilian Contracts
SaaS Terms of Service in Brazil: What the Law Actually Requires
No Brazilian law mandates 'terms of service' — Marco Civil, CDC and LGPD impose concrete obligations on SaaS. B2C liability limits are void (CDC Art. 51).
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Digital Services Contract in Brazil: What to Include and What Creates Employment Risk
No IP clause: contractor keeps rights (LDA + Software Act). 4 CLT elements (subordination, habituality, personal work, payment) trigger employment.
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How Do I Write a Contract for an AI Agent? Template and Essential Clauses
AI agent isn't SaaS: it decides and contracts on your behalf. 12 essential clauses — without them, you answer for the agent's acts.
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Equity Vesting in Brazilian Startups: How It Works
Equity vesting in Brazil: 4 years + 1-year cliff, 1/48 per month. LTDA: shareholders agreement. S.A.: stock option plan. Tax treatment debated at STJ.
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Acquiring and Selling Equity in Brazilian Companies for Foreign Investors: Protection and Exit Clauses
Foreign investor M&A in Brazilian company: SPA (S.A.) or QPA (LTDA), price adjustments, R&W, escrow, earn-out. Triggers RDE-IED at Central Bank.
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Due Diligence and M&A in Brazil for the Foreign Buyer: What to Audit First
Brazilian M&A due diligence: 7 areas — labor, tax, corporate, IP, LGPD, contracts with change-of-control, regulatory licenses.
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Corporate Governance in Brazil for Foreign Companies: Cross-Border Board, Director Duties, Liability
Brazil corporate governance for foreign companies: 5 points — director duties, personal liability, cross-border board, minutes+RDE-IED, compliance/ESG.
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Foreign Startup in Brazil: Legal Setup and IP Protection
Foreign startup in Brazil: 4 pillars — corporate form (LTDA→S.A.), Startup Law (LC 182/2021), INPI trademark, LGPD from day one.
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Intellectual Property and Technology in Brazil for Foreign Companies: Trademark, Software, Patent, Know-How
Foreign IP protection in Brazil: 5 fronts — trademark (LPI), patent, software (Law 9,609), copyright (LDA), know-how. Assignment needs INPI recording.
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Madrid Protocol in Brazil: Multi-Country Trademark Filing
Brazil joined the Madrid Protocol on Oct 2, 2019. File trademarks in multiple countries via WIPO — requires a base mark and 5-year central dependency.
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Venture Capital and Corporate Venture in Brazil for Foreign Investors: Term Sheet, SAFE, Convertible Notes
Foreign investor in Brazilian startup: 4 paths — shares/quotas, Brazil SAFE, convertible loan, recognized investor (LC 182/2021). Triggers RDE-IED.
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Business Contracts for Foreign Companies in Brazil: 7 Critical Clauses in Cross-Border Deals
Cross-border contract lives or dies on 7 clauses: governing law, forum/arbitration, language, currency, tax, IP, termination. Localization ≠ translation.
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