Corporate Contracts

A corporate contract is an agreement between economic agents that creates, modifies, or extinguishes obligations between them. To be valid, the Brazilian Civil Code (art. 104) requires three elements: a party with legal capacity to contract, a lawful and determined (or determinable) subject matter, and a form that is either legally required or not prohibited. Most business contracts don't require a special form, but a written form is advisable for evidentiary purposes. Two principles guide interpretation and performance: *boa-fé objetiva* (objective good faith, art. 422), which imposes duties of loyalty, information, and cooperation, and the *função social do contrato* (social function of the contract, art. 421), which limits contractual freedom when the effects harm third parties or the community.Ler artigo completo

The core difference lies in the type of obligation: a service agreement is an "obligation to do" (*obrigação de fazer*) — the company delivers an activity, a result, or technical expertise (Civil Code, arts. 593 to 609); a supply agreement is an "obligation to give" (*obrigação de dar*) — the company delivers previously specified tangible or digital goods. This distinction affects liability for defects (arts. 441–446), termination rules, and taxation: *ISS* (municipal service tax) applies to services and *ICMS* (state tax on goods and certain services) applies to goods, with hybrid cases requiring specific analysis. In SaaS agreements, the product is licensed rather than sold, which brings it closer to a service arrangement, but with its own particularities (uptime, data, renewal).Ler artigo completo

An NDA (Non-Disclosure Agreement, or *acordo de confidencialidade*) is the contract by which the parties commit not to disclose information designated as confidential, received in the context of a negotiation, partnership, or business relationship. It is lawful and binding under art. 425 of the Civil Code (freedom to contract). It should be used whenever sensitive information is being exchanged: presenting a product to a potential client, negotiating a partnership, talking to an investor, or hiring someone who will have access to source code or trade secrets. A breach gives rise to civil liability and may constitute unfair competition (Law 9.279/1996, art. 195 — Brazil's Industrial Property Law). Two points are frequently poorly drafted: the definition of "confidential information" (too generic a definition offers no real protection) and the duration of the confidentiality obligation after the relationship ends.