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Contracts

Articles tagged “Contracts”.

Corporate Law

Shareholders' Agreement: What It Is and Why Every Company Should Have One

Understand what a shareholders' agreement is, what it governs (entry and exit, decisions, profits, conflicts), and why it prevents costly disputes between partners.

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Business Contracts

Confidentiality agreement (NDA): when to use it

Understand what a confidentiality agreement (NDA) is, when it tends to be used and the clauses that deserve attention in the negotiation.

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Business Contracts

Letter of intent (LOI): what it is for

Learn what a letter of intent (LOI) is, what it is used for in business negotiations, and which points usually deserve attention in its drafting.

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Business Contracts

Penalty clause: how to set contractual fines

Understand what a penalty clause is, how it works, and what precautions to take when setting contractual fines in a clear and proportionate way.

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Business Contracts

Essential clauses of a business contract

Which clauses a business contract cannot do without — subject matter, term, termination, penalty, jurisdiction and confidentiality — to reduce risk and avoid litigation.

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Business Contracts

Distribution agreement: what to negotiate

Understand what a distribution agreement is, the clauses that usually deserve attention and the sensitive points in the negotiation.

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Business Contracts

Supply agreement: essential clauses

Learn the essential clauses of a supply agreement and the precautions to ensure predictability in supply and payments.

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Business Contracts

Service agreement: what to include

Learn what to include in a service agreement to define scope, deadlines, and responsibilities and to reduce risks in the commercial relationship.

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Business Contracts

Force majeure and fortuitous event in contracts

Understand what force majeure and fortuitous event are, how they affect contractual obligations and the importance of well-drafted clauses.

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Business Contracts

Commercial representation agreement: points to watch

Learn how a commercial representation agreement works, the points to watch in the negotiation and the precautions when ending the relationship.

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Business Contracts

Terminating a business contract: how to end it safely

Mutual termination, termination for breach and unilateral notice: understand the ways to end a business contract without creating liabilities and litigation.

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Business Litigation

Commercial eviction: how it works and how to protect yourself

Learn how commercial eviction works, its main grounds, the procedure of the action, and measures that usually help the tenant protect themselves.

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M&A for SMEs

Conditions precedent and the MAC clause in M&A

Understand the role of conditions precedent and the MAC clause in M&A operations and how they usually protect the parties until closing.

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M&A for SMEs

Investing in startups: convertible loan (mútuo conversível) and SAFE

Understand how the convertible loan (mútuo conversível) and the SAFE work in startup investing and the points of attention when structuring these contracts.

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M&A for SMEs

Due Diligence When Buying a Company: What Gets Reviewed

What due diligence is, why it is indispensable before buying a company, and which contingencies (corporate, tax, labor, contractual) are reviewed.

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M&A for SMEs

Earn-out and non-compete: key clauses in M&A

Understand how earn-out and non-compete clauses work in M&A transactions and what precautions are usually necessary.

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Intellectual Property

The franchise agreement and the Franchise Disclosure Document (COF)

Understand how the franchise agreement works, the role of the Franchise Disclosure Document (COF) and the precautions to take before signing.

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Intellectual Property

E-commerce and marketplace contracts: a guide

Understand the main points of e-commerce and marketplace contracts, from liability to the clauses that usually deserve attention.

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Intellectual Property

Software and SaaS contracts: what cannot be missing

Licensing, SLA, personal data (LGPD), intellectual property and liability: the key points to watch in software and SaaS contracts.

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Intellectual Property

Trade secret: how to protect the company's know-how

Formulas, processes, and client lists are valuable assets that are not always registered. See how confidentiality and access control help protect the trade secret.

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Intellectual Property

Assignment of rights: does your company own what it commissions?

Hired an agency, freelancer, or developer? Without an assignment clause, ownership of what was created may not belong to the company. Understand the care required.

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Corporate Law

Partners' agreement: a practical guide to a document that brings predictability

The partners' agreement works like insurance for the partnership: it organizes exits, the entry of an investor, decision deadlocks and the sale of a stake. Understand what it usually addresses.

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Business Contracts

Essential contract clauses: what cannot be missing

A well-drafted subject matter, term, price adjustment, termination and penalty avoid a large share of disputes. Understand why a good contract is not the longest one, but the one that anticipates problems.

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Business Contracts

Price adjustment in the contract: how to protect yourself from inflation

In longer contracts, a price-adjustment clause with an objective criterion protects the margin against inflation. Understand how to structure this point and avoid renegotiations under pressure.

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